(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

As of ~~November 13, 2014,~~May 14, 2015, the Issuer had a total of ~~21,266,533~~21,438,093 shares of Common Stock, $.001 par value outstanding.

When used in this Quarterly Report on Form 10-Q, the words “may”, “will”, “should”, “expect”, “believe”, “anticipate”, “continue”, “estimate”, “project”, “intend” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding events, conditions and financial trends that may affect Milestone’s future plans of operations, business strategy, results of operations and financial condition. Milestone wishes to ensure that such statements are accompanied by meaningful cautionary statements pursuant to the safe harbor established in the Private Securities Litigation Reform Act of 1995. Prospective investors are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and the actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such forward-looking statements should, therefore, be considered in light of various important factors, including those set forth herein and others set forth from time to time in Milestone’s reports and registration statements filed with the Securities and Exchange Commission (the “Commission”). Milestone disclaims any intent or obligation to update such forward-looking statements.

	March 31, 2015			December 31, 2014
	(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash and cash equivalents	$	9,331,405		$	10,367,993
Accounts receivable, net of allowance for doubtful accounts of
$5,000 as of March 31, 2015 and December 31, 2014		1,642,938			1,541,478
Due from related party		184,589			-
Notes Receivable-Milestone Medical Inc		200,000			-
Inventories		2,766,013			2,497,099
Advances on contracts		252,306			721,197
Prepaid expenses and other current assets		691,210			454,566
Total current assets		15,068,461			15,582,333
Investment in Milestone Medical Inc		506,947			888,720
Investment in Milestone Education LLC		19,977			24,192
Investment in Milestone China		445,325			348,651
Furniture, Fixtures & Equipment net of accumulated depreciation of
$422,001 as of March 31, 2015 and $416,210 as of December 31, 2014		85,448			88,818
Patents, net of accumulated amortization of $594,283 as of March 31,
2015 and $576,960 as of December 31, 2014		512,706			530,029
Other assets		14,685			14,685
Total assets	$	16,653,549		$	17,477,428

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	1,229,515		$	1,453,908
Accrued expenses and other payables		627,192			981,168
Total current liabilities		1,856,707			2,435,076

Commitments and Contingencies

Stockholders' Equity
Series A Convertible Preferred Stock, par value $.001, authorized
5,000,000 shares, 7,000 and zero shares issued and outstanding,
respectively		7			7
Common stock, par value $.001; authorized 50,000,000 shares;
21,404,494 shares issued, 974,953 shares to be issued and
21,371,161 shares outstanding as of March 31, 2015.
21, 404 949 shares issued, 974,953 shares to be issued and
21,371,161 shares outstanding as of December 31, 2014		22,380			22,380
Additional paid-in capital		77,586,539			77,504,415
Accumulated deficit		(62,386,837	)		(61,967,462	)
Treasury stock, at cost, 33,333 shares		(911,516	)		(911,516	)
Total stockholders' equity		14,310,573			14,647,824
Noncontrolling interest		486,269			394,528
Total Equity		14,796,842			15,042,352
Total liabilities and stockholders' equity	$	16,653,549		$	17,477,428

September 30, 2014

December 31, 2014

(Unaudited)

ASSETS

Current Assets:

Cash and cash equivalents
$
781,497

$
1,147,198

Treasury bills

9,499,865

-

Accounts receivable, net of allowance for doubtful accounts of $5,000 as of

September 30, 2014  and $5,000 as of December 31, 2013

1,624,345

1,532,856

Inventories

2,241,466

1,321,652

Advances on contracts

1,092,528

727,478

Prepaid expenses and other current assets

370,933

150,451

     Total current assets

15,610,634

4,879,635

Advances on contracts

218,875

1,580,874

Investment in Milestone Medical Inc

619,574

924,115

Investment in Milestone Education LLC

31,627

42,082

Investment in Milestone China

165,229

-

Furniture, Fixtures & Equipment net of accumulated depreciation of $459,918

as of September 30, 2014 and $476,884 as of December 31, 2013

77,994

23,988

Patents, net of accumulated amortization of $557,280 as of September 30, 2014

and $498,502 as of December 31, 2013

532,957

591,735

Other assets

12,917

12,917

Total assets
$
17,269,807

$
8,055,346

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Accounts payable
$
1,340,889

$
2,020,368

Customer advances

49,441

-

Accrued expenses and other payables

610,327

515,133

    Total current liabilities

2,000,657

2,535,501

Commitments and Contingencies

Stockholders' Equity

Series A Convertible Preferred Stock, par value $.001, authorized 5,000,000

shares, 7,000 and zero shares issued and outstanding, respectively

7

-

Common stock, par value $.001; authorized 50,000,000 shares; 21,251,533

shares issued 875,322 shares to be issued and 21,218,200 shares

outstanding as of September 30, 2014; 17,759,540 shares issued,

1,839,930 shares to be issued, and 17,726,207 shares outstanding

as of December 31, 2013

22,126

19,599

Additional paid-in capital

76,757,084

66,677,200

Accumulated deficit

(60,598,551
)

(60,265,438
)
Treasury stock, at cost, 33,333 shares

(911,516
)

(911,516
)
     Total stockholders' equity

15,269,150

5,519,845

Total liabilities and stockholders' equity
$
17,269,807

$
8,055,346

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2014			2013			2014			2013			2015			2014

Product sales	$	2,535,098		$	2,444,195		$	7,662,864		$	7,211,973
Product sales, net													$	2,770,204		$	2,620,834
Cost of products sold		829,546			677,792			2,624,950			2,233,944			933,148			882,997
Gross profit		1,705,552			1,766,403			5,037,914			4,978,029			1,837,056			1,737,837
Selling, general and administrative expenses		1,838,388			1,317,433			4,749,112			4,045,465			1,898,081			1,392,869
Research and development expenses		29,370			12,698			74,255			177,419			10,118			15,720
Total operating expenses		1,867,758			1,330,131			4,823,366			4,222,884			1,908,199			1,408,589
(Loss) Income from operations		(162,206	)		436,272			214,548			755,145
(Loss) income from operations														(71,143	)		329,248
Other income (expenses)
Other income		-			-			-			17,543
Interest income (expense)		755			(5,550	)		916			(70,119	)
Loss from Medical Joint Venture		(223,834	)		(212,199	)		(567,550	)		(259,291	)
Loss from Education Joint Venture		(2,633	)		-			(10,455	)		-
Gain from China Joint Venture		29,428			-			29,428			-
Interest expense														1,210			(475	)
Loss on Earnings from Medical Joint Venture														(450,160	)		(130,523	)
Loss on Earnings from Education Joint Venture														(4,215	)		(3,416	)
Gain on Earnings from China Joint Venture														96,674			-
Total other expenses, net		(196,284	)		(217,749	)		(547,661	)		(311,868	)		(356,491	)		(134,414	)
Net (loss) income applicable to common stockholders	$	(358,490	)	$	218,523		$	(333,113	)	$	443,277
(Loss) income before provision for income taxes														(427,634	)		194,834
Net loss attributable to the noncontrolling interests														8,259			-
Net (loss) income attributable to Milestone Scientific Inc													$	(419,375	)	$	194,834
Net (loss) income per share applicable to common stockholders -
Basic	$	(0.02	)	$	0.01		$	(0.02	)	$	0.03		$	(0.02	)	$	0.01
Diluted	$	(0.02	)	$	0.01		$	(0.02	)	$	0.03		$	(0.02	)	$	0.01
Weighted average shares outstanding and to be issued -
Basic		21,189,245			17,333,941			19,621,471		$	16,955,048			22,346,114			17,787,352
Diluted		21,189,245			17,716,964			19,621,471		$	17,322,388			22,346,114			18,268,814

Preferred Stock

Common Stock

Additional

Accumulated

Treasury

Shares

Amount

Shares

Amount

Paid in Capital

Deficit

Stock

Total

Balance, January 1, 2014

-

$
-

19,599,470

$
19,599

$
66,677,200

$
(60,265,438
)

$
(911,516
)

$
5,519,845

Options to employees and consultants

-

-

119,630

-

-

$
119,630

Common stock to be issued to employee for bonuses

12,500

12

19,988

-

-

$
20,000

Common stock issued for directors compensation

30,000

30

55,170

-

-

$
55,200

Common stock issued for payment of consulting services

107,461

107

199,393

-

-

$
199,500

Common stock issued for payment of employee compensation

20,658

21

35,603

-

-

$
35,624

Exercise of stock options for employees and consultants

281,766

282

161,249

-

-

$
161,531

Exercise of stock options for directors

75,000

75

41,175

-

-

$
41,250

Sale of Common Stock - Innovest and Series A

Convertible Preferred Shares

7,000

$
7

2,000,000

2,000

9,447,676

-

-

$
9,449,683

Net loss

-

-

-

(333,113
)

-

$
(333,113
)
Balance, September 30, 2014

7,000

$
7

22,126,855

$
22,126

$
76,757,084

$
(60,598,551
)

$
(911,516
)

$
15,269,150

	Preferred Stock				Common Stock
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Noncontrolling interest			Treasury Stock			Total
Balance, January 1, 2015		7,000	$	7		22,379,447	$	22,380	$	77,504,415	$	(61,967,462	)	$	394,528		$	(911,516	)	$	15,042,352
Stock based compensation						-		-		82,124		-			-			-			82,124
Capital contribution from noncontrollling interest						-		-		-		-			100,000			-			100,000
Net loss						-		-		-		(419,375	)		(8,259	)		-			(427,634	)
Balance, March 31, 2015		7,000	$	7		22,379,447	$	22,380	$	77,586,539	$	(62,386,837	)	$	486,269		$	(911,516	)	$	14,796,842

NINE MONTHS ENDED SEPTEMBER 30,

2014

2013

Cash flows from operating activities:

Net (loss) income
$
(333,113
)

$
443,277

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

Depreciation expense

12,124

13,114

Amortization of patents

58,778

58,360

Common stock and options issued for compensation, consulting and vendor services

324,279

512,846

Bad debt reversal

-

(295,488
)
Loss on Medical Joint Venture

567,550

259,291

Loss on Education Venture

10,455

-

Gain on China Venture

(29,428
)

-

Changes in operating assets and liabilities:

(Increase) in accounts receivable

(91,489
)

(309,424
)
(Increase) in inventories

(919,814
)

(235,998
)
Decrease to advances on contracts

996,949

273,885

(Increase) decrease to prepaid expenses and other current assets

(114,807
)

137,117

(Increase) in other assets

-

(5,600
)
(Decrease) in accounts payable

(629,479
)

(530,190
)
Increase in customer advances

49,441

-

Increase in accrued expenses

95,194

120,889

Net cash (used in) provided by operating activities

(3,360
)

442,079

Cash flows from investing activities:

Investment in Medical Joint Venture

(263,009
)

(259,291
)
Investment in Education Joint Venture

-

(50,000
)
Investment in China Joint Venture

(135,801
)

-

Investment in Treasury Bills

(9,499,865
)

-

Purchases of property and equipment

(66,130
)

(3,111
)
Payments for patent rights

-

(17,690
)
Net cash used in investing activities

(9,964,805
)

(330,092
)
Cash flows from financing activities:

Proceeds from exercise of stock options

202,781

29,600

Proceeds from the sale of common stock

-

50,000

Net proceeds on Private Placement Offering

9,449,683

-

Proceeds from related party loan

-

50,000

Repayment from related party loan

(50,000
)

(5,000
)
Net cash provided by financing activities

9,602,464

124,600

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

(365,701
)

236,587

Cash and cash equivalents at beginning of period

1,147,198

165,249

Cash and cash equivalents at end of period
$
781,497

$
401,836

Supplemental disclosure of non cash investing and financing activities:

Shares issued to directors for the exercise of stock options
$
41,250

$
29,600

Shares issued to directors for compensation
$
55,200

$
45,000

Shares issued for conversion of notes payable and accrued interest
$
-

$
860,081

Shares issued to employees for exercise of stock options
$
104,615

$
-

Shares issued to employees in lieu of cash compensation
$
35,624

$
35,625

Shares issued to consultants for services
$
199,500

$
317,500

Shares issued to consultants for exercise of stock options
$
56,916

$
-

	Three Months Ended March 31,
	2015			2014
Cash flows from operating activities:
Net (loss) income	$	(427,634	)	$	194,834
Adjustments to reconcile net income net cash provided by (used in) operating activities:
Depreciation expense		5,791			4,041
Amortization of patents		17,323			19,593
Common stock and options for compensation, consulting and vendor services		82,124			88,052
Loss on Medical Joint Venture		450,160			130,523
Loss on Education Joint Venture		4,215			3,416
Gain on China Joint Venture		(96,674	)		-
Changes in operating assets and liabilities:
(Increase) Decrease in accounts receivable		(101,460	)		311,481
(Increase) Decrease in inventories		(268,914	)		(423,294	)
Decrease to advance on contracts		468,891			326,197
(Increase) Decrease to prepaid expenses and other current assets		(236,644	)		(50,866	)
Decrease in accounts payable		(224,393	)		(803,233	)
Increase in Customer Advances		-			507,345
Decrease in accrued expenses and other payables		(353,976	)		(31,121	)
Net cash (used in) provided by operating activities		(681,191	)		276,968
Cash flows from investing activities:
Notes receivable to Milestone Medical Inc		(200,000	)		-
Due from related party		(184,589	)		-
Investment in Medical joint venture		(68,387	)		(58,703	)
Purchases of property and equipment		(2,421	)		(4,616	)
Net cash (used in) investing activities		(455,397	)		(63,319	)
Cash flows from financing activities:
Proceeds from exercise of stock options		-			38,000
Capital Contribution from noncontrolling interest		100,000			-
Net cash provided by financing activities		100,000			38,000
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(1,036,588	)		251,649
Cash and cash equivalents at beginning of period		10,367,993			1,147,198
Cash and cash equivalents at end of period	$	9,331,405		$	1,398,847
Supplemental disclosure of cash flow information:
Shares issued to employees in lieu of cash compensation	$	-		$	11,875
Shares to be issued to directors for prepaid directors' fees	$	-		$	55,200

Milestone Scientific Inc. ~~(“Milestone”) or (“our”) (“Milestone,” “our,”~~and subsidiary (collectively “Milestone”, “our”, “us” or “we”) was incorporated in the ~~State~~state of Delaware in August 1989.

The unaudited financial statements of Milestone have been prepared in accordance with accounting principles generally accepted in the United States of America ~~(“GAAP”)~~ for interim financial information. Accordingly, they do not include all of the information and footnotes required by ~~GAAP~~accounting principles generally accepted in the United States of America for complete financial statements.

These unaudited financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, ~~2013~~2014 included in Milestone's Annual Report on Form 10-K.

In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting of normal recurring entries) necessary to fairly present Milestone’s financial position as of ~~September 30, 2014~~March 31, 2015 and the results of its operations for the three ~~and nine~~ months then ended.

The results reported for the three ~~and nine~~ months ended ~~September 30, 2014~~March 31, 2015 are not necessarily indicative of the results of operations which may be expected for a full year.

Milestone has incurred significant operating losses ~~from~~since its ~~inception, through December 31, 2012. For the year ended December 31, 2013,~~inception. Milestone had ~~net income of $1,464,930. For the nine months ended September 30, 2014, Milestone had a net loss of $333,113. Milestone had~~ negative ~~cash flows from operations for the nine months ended September 30, 2014 of $3,360 and positive~~ cash flows from operating activities for the ~~nine~~three months ending ~~September 30, 2013~~March 31, 2015 of ~~$442,079.~~$681,191 and a positive cash flow of $276,968 for the three months ended March 31, 2014. At ~~September 30, 2014,~~March 31, 2015, Milestone had cash and cash equivalents ~~including Treasury Bills~~ of ~~$10,281,362~~$9,331,405 and a positive working capital of ~~$13,609,977.~~$13,211,754 as compared to working capital of $13,147,257 at December 31, 2014.. The working capital increased by ~~$11,265,843~~$64,497 as compared to December 31, ~~2013 working capital of $2,344,134.~~2014. The ~~positive~~ change in working capital is primarily due to ~~Milestone’s capital raise of $10 million~~decrease in ~~May 2014 (net proceeds, $9,449,683),~~cash and cash equivalents offset by a ~~loss for~~decrease in current liabilities. Milestone’s management continues to examine all areas of the ~~nine month period.~~business to manage our cash flow. Milestone is actively pursuing the generation of positive cash flows from operating activities through an increase in revenue based upon management’s assessment of present contracts and current negotiations and reductions in operating expenses.

As of ~~September 30, 2014,~~March 31, 2015, Milestone believes that it has sufficient cash reserves to meet all of its anticipated obligations for the next twelve months. Milestone will continue to manage its cash position while taking strategic steps to expand its business in the medical and dental, business sectors.

The accompanying consolidated financial statement have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the account of Milestone and its wholly owned subsidiary Wand Dental Inc. Additionally, the consolidated financial statement include the account of Milestone Scientific Advanced Cosmetic System, Inc. (“ACS”), a company that is seventy (70) percent owned by Milestone. The minority interest (thirty percent) in ACS is recorded in the equity section of the consolidated financial statements as noncontrolling interest. All significant intercompany transactions and balances have been eliminated in the consolidation.

The realization of Accounts Receivable current and long-term will have a significant impact on Milestone. The criteria used by management to evaluate the adequacy of the allowance for doubtful accounts included, among others, credit

worthiness of the customer, current trends, prior payment performance, the age of the receivables and Milestone’s overall historical experience.

Inventory costing, obsolescence and physical control are significant to the on-going operation of the business. Inventories principally consist of finished goods and component parts stated at the lower of cost (first-in, first-out method) or market. Inventory quantities on hand are reviewed on a quarterly basis and a provision for excess and obsolete inventory is recorded if required based on past and expected future sales.

Milestone entered into a Medical Joint Venture with a third party, shareholders of Beijing 3H, and a group of individual investor for the development and commercialization of two medical products. Milestone as of December 31, 2014 own 49.98% of the Medical Joint Venture and have recorded the investment on the equity basis of accounting.

In July 2014, Milestone agreed to invest $1.0 million through the contribution of 772 STA instruments for a forty percent ownership in Milestone China. 772 STA instruments were shipped in 2014 and were recorded at Milestone’s cost in the investment account for Milestone China on the balance sheet in the fourth quarter 2014.The distributor will purchase STA handpieces on a cash basis as required. Milestone China began operations in July 2014.

The long lived assets of Milestone, principally patents and trademarks are the base features of the business. Milestone reviews long-lived assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. The carrying value of the asset is evaluated in relation to the operating performance and future undiscounted cash flows of the underlying assets.

Revenue from product sales is recognized net of discounts and allowances to domestic distributors on the date of shipment for essentially all shipments, since the shipment terms are FOB warehouse. Milestone will recognize revenue on date of arrival of the goods at the customer’s location where shipments are FOB destination. Shipments to international distributors are FOB the warehouse and revenue is therefore recognized on shipment. In both cases the price to the buyer is fixed and the collectability is reasonably assured. Further, Milestone has no obligation on these sales for any post installation, set-up or maintenance, these being the responsibility of the buyer. Milestone’s only obligation after sale is the normal commercial warranty against manufacturing defects if the alleged defective unit is returned within the warranty period.

Standards Board issued a new standard ASU No. 2014-09, "Revenue from Contracts with Customers." Under ASU 2014-09 recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard will be effective for the Company January 1, 2017. The Company is in the process of determining what impact, if any, the adoption of this ASU will have on its financial position, results of operations and cash flows.

~~Compensation-Stock Compensation: In June 2014,~~On February 18, 2015, the Financial Accounting Standards Board ~~("FASB")~~ issued ~~Accounting Standards Update ("ASU")~~a new standard ASU No. ~~2014-12, "Accounting for Share-Based Payments When~~2015-02, "Consolidation (Topic 810): Amendments to the ~~Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period,~~Consolidation Analysis." ~~(Topic 718) ("ASU 2014-12").~~ The ~~accounting~~new standard ~~update clarifies the accounting guidance on how~~affects reporting entities that are required to account for share-based payment awards that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards. ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance targetevaluate whether they should ~~not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target~~consolidate certain legal entities. It will be ~~achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has been rendered. ASU 2014-12 is~~ effective for ~~annual periods and interim periods beginning after December 15, 2015 and early adoption~~the Company on January 1, 2016. The Company is permitted. This amendment may be applied (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial

~~statements and to all new or modified awards thereafter. We are currently~~ in the process of ~~evaluating the~~determining what impact, ~~of adopting this pronouncement.~~

~~In August 2014, the FASB issued guidance requiring management to evaluate on a regular basis whether~~if any, conditions or events have arisen that could raise substantial doubt about the entity's ability to continue as a going concern. The guidance 1) provides a definition for the term "substantial doubt," 2) requires an evaluation every reporting period, interim periods included, 3) provides principles for considering the mitigating effect of management's plans to alleviate the substantial doubt, 4) requires certain disclosures if the substantial doubt is alleviated as a result of management's plans, 5) requires an express statement, as well as other disclosures, if the substantial doubt is not alleviated, and 6) requires an assessment period of one year from the date the financial statements are issued. The standard is effective for our reporting year beginning January 1, 2017 and early adoption is permitted. We do not expect the adoption of this ~~guidance to~~ASU will have ~~a material impact~~ on ~~our~~its financial ~~statements.~~position, results of operations and cash flows.

Milestone presents “basic” and “fully diluted” ~~income~~earnings (loss) per common share applicable to common stockholders, and, if applicable, “diluted” ~~income~~earnings (loss) per common share applicable to common stockholders pursuant to the provisions of FASB ASC Topic 260. Basic ~~income~~earnings (loss) per common share is calculated by dividing net income or loss applicable to common stockholders by the weighted average number of common shares outstanding and to be issued during each period. The calculation of diluted earnings per common share is similar to that of basic ~~income~~earnings per common share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares, such as those issuable upon the exercise of stock options and warrants ~~and conversion of convertible preferred stock,~~ were issued during the period. (Fully diluted shares are only calculated if there is a net income.)

For the ~~three and nine months ended September 30, 2013,~~quarters ending March 31, 2014, Milestone calculated basic and fully diluted earnings per common share as described in the previous paragraph. Since Milestone had losses for the three and nine months ended September 30, 2014, the assumed effect on outstanding stock options and the conversion of the preferred shares (Note 13) were not included in the calculation as then effect would have been antidilutive.

Milestone sells a significant amount of its product on credit terms to its major distributors. Milestone estimates losses from the inability of its customers to make payments on amounts billed. A majority of credit sales are due within ~~sixty~~ninety days from invoicing.

~~The fair values of~~ Milestone marketable securities are determined in accordance with GAAP, with fair value being defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company utilizes the three-tier value hierarchy, as prescribed by GAAP, which prioritizes the inputs used in measuring fair value, as follows:

Milestone invests excess cash in Treasury Bills with varying maturities, which are classified as available-for-sale securities and are re-measured to fair value on a recurring basis and are valued using Level 1 inputs, which are quoted prices (unadjusted) for identical assets in active markets:

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") ~~entity Beijing 3H Scientific Technology Co., Ltd (Beijing 3H),~~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 ~~agreed~~and other investors contributed $1.5 million and Milestone contributed an exclusive worldwide royalty-free license to ~~contribute up to $1.5 million~~use CompuFlo technology to this medical joint venture entity, based on progress reports from Milestone and subject to refund if the instruments are not developed because of technological problems within 30 months of the inception date. Milestone evaluates the technological feasibility of the products to be developed using the ~~CompuFlo~~ technology periodically and at every reporting date to establish if circumstances indicate that the technology continues to be feasible. Based on the available evidence Milestone concluded that the contingency associated with the return of capital to Beijing 3H 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. entity.

Milestone, with the consent of Beijing 3H, organized a domestic research and development corporation now ~~knows~~known as Milestone Medical Inc. (“Milestone Medical”) to which the principal shareholders of Beijing 3H and a group of other ~~shareholders~~investors completed a capital contribution of ~~$1,500,000 and Milestone contributed an exclusive worldwide royalty-free license to use CompuFlo technology.~~$1,500,000. Milestone Medical was initially owned fifty percent by shareholders of Beijing 3H and a group of other investors, and fifty percent by Milestone. Milestone Medical had a remaining net book value of approximately ~~$245,000~~$507,000 at ~~September 30, 2014.~~March 31, 2015. 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~~was responsible for distribution 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 CompuFloinjection 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~~private placement was to reduce Milestone’s percentage of ownership ~~percentage~~of Milestone Medical 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, Milestone purchased an additional 995,000 shares of Milestone Medical from another shareholder for $447,750 ($0.45 per share), which increased its percentage of ownership to 49.98% of Milestone Medical. Also in the fourth quarter of 2014, Milestone Medical terminated its distribution agreement with Beijing 3H and contracted with Milestone China (defined below) to become its new distributor in Asia for both the epidural and intra-articular instruments. Milestone China is forty percent owned by Milestone.

Milestone recorded a loss on its investment in Milestone Medical of ~~$223,834~~$450,160 and ~~$567,550~~$130,523 for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2015 and 2014, respectively. The losses described represent 49.98% and 45.5% of the applicable losses reported by ~~the~~Milestone Medical ~~Joint Venture~~ during the three ~~and nine~~ months ended ~~September 30, 2014. Milestone recorded a loss on its investment in Milestone Medical of $212,199~~March 31, 2015 and ~~$259,291 for the three and nine months ended September 30, 2013,~~2014, respectively. ~~The losses described represent 50% of the applicable losses reported by the Milestone Medical during the~~

~~three and nine months ended September 30, 2013.~~ Milestone utilizes the equity method of accounting to recognize its financial results of the joint venture.

Milestone expensed ~~$44,415~~$45,000 and ~~$175,868~~$39,153 on behalf of the Milestone Medical for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2015 and 2014, respectively, for legal expenses related to seeking U.S. Food and Drug Administration (“FDA”) 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 ~~the~~ Milestone Medical of ~~$619,574~~$506,947 and $852,295 as of ~~September 30,~~March 31, 2015 and 2014, respectively, and there are no remaining suspended losses.

~~The Milestone Medical’s net loss for the three and nine months ended September 30, 2014 are $492,441 and $1,248,625, respectively.~~

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 ~~$117,551~~$162,214 and $48,641 as of ~~September 30,~~March 31, 2015 and 2014, ~~and are included in accounts receivable, net.~~respectively. This includes ~~$168,500~~$246,505 and ~~$300,930, which are the~~$24,553 of charges for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2015 and 2014, ~~respectively. The charges for the three and nine months ended September 30, 2013 were $132,787 and $141,834,~~ respectively.

~~In the first quarter of 2013, the CEO of~~ Milestone ~~loaned Milestone $50,000 for use in capitalizing~~Medical is a ~~fifty percent equity portion in the joint venture with~~ Development Stage Company and does not have revenues at this time.

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.LLC.

The Education Joint Venture ~~is expected to provide~~has been providing 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 ~~$2,663~~$4,215 and ~~$10,455~~$3,415 for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2015 and 2014, respectively. Fifty percent of these losses were recorded in the ~~condensed statement~~consolidated statements of ~~operations for the three and nine months ended September 30, 2014.~~operations.

In June 2014, Milestone agreed to invest $1.0 million through the contribution of 772 STAinstruments (at a distributor price of approximately $1,295 per instrument) for a forty percent ownership in Milestone China Inc., 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 STAhandpieces on a cash basis as required. ~~300~~772 STAinstruments 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~~balance sheet at December 31, 2014. Milestone China did not begin operations until July 2014. ~~The~~ Milestone ~~China Joint Venture incurred a gain~~Scientific had recognized income of ~~$29,428,~~$96,674, which is forty (40) percent of the ~~$73,570~~$241,696 net income recognized by Milestone China, for the three ~~and nine~~ months ended ~~September 30, 2014, respectively. Forty percent of these gains were~~March 31, 2015, which was recorded in the condensed consolidated statement of operations for the three ~~and nine~~ months ended ~~September 30, 2014. Accordingly, the~~March 31, 2015 Milestone’s investment ~~was recorded as $165,229 as~~in Milestone China is $445,325 and $348,651 sa of ~~September 30, 2014.~~March 31, 2015 and December 31, 2014, respectively.

A summary of option activity for employees under the plans and changes during the ~~nine~~three months ended ~~September 30, 2014,~~March 31, 2015, is presented below:

Forfeited or expired

48,900

1.15

-

-

Outstanding, September 30, 2014

1,236,523

1.08

2.59

1,049,867

Exercisable, September 30, 2014

885,232

1.01

1.58

811,956

					Weighted
			Weighted		Average		Aggregate
	Number		Averaged		Remaining		Intrinsic
	of		Exercise		Contractual		Options
	Options		Price $		Life (Years)		Value $
Outstanding, January 1, 2015		1,472,130		1.33		3.23		1,430,231
Granted		100,000		2.50		-		-
Exercised		-		-		-		-
Forfeited or expired		-		-		-		-
Outstanding, March 31, 2015		1,572,130		1.40		3.10		2,460,722
Exercisable, March 31, 2015		1,058,418		1.09		2.49		2,019,427

Milestone recognizes stock compensation expense on a straight line basis over the requisite service period. ~~For~~During the three months ended ~~September 30,~~March 31, 2015, Milestone recognized $82,124 of total stock compensation cost. During the three months ended March 31, 2014, Milestone recognized $39,877 of total stock compensation cost. ~~During the nine months ended September 30, 2014, Milestone recognized $119,630 of total compensation.~~ As of ~~September 30,~~March 31, 2015 and March 31, 2014, there was ~~$272,946~~$949,780 and $357,790, respectively, of total unrecognized compensation cost related to non-vested options which Milestone expects to recognize over a weighted average period of ~~2.0 years.~~3.10 years and 2.5 years at March 31, 2015 and 2014, respectively. A six percent rate of forfeitures is assumed in the calculation of the compensation cost for the ~~period.~~period in 2015 and 2014.

Expected volatilities are based on historical volatility of Milestone’s common stock over a period commensurate with the anticipated term. Milestone uses historical data to estimate option exercise and employee termination within the valuation model.

A summary of option activity for non-employees under the plans and changes during the ~~nine~~three months ended ~~September 30, 2014,~~March 31, 2015, is presented below:

					Weighted								Weighted
			Weighted		Average		Aggregate				Weighted		Average		Aggregate
	Number		Averaged		Remaining		Intrinsic		Number		Averaged		Remaining		Intrinsic
	of		Exercise		Contractual		Options		of		Exercise		Contractual		Options
	Options		Price $		Life (Years)		Value $		Options		Price $		Life (Years)		Value $

Outstanding, January 1, 2014		173,332		0.48		0.59		210,833
Outstanding, January 1, 2015										16,666		1.27		0.62		17,166
Granted		-		-		-		-		-		-		-		-
Exercised		151,666		0.38		-		-		-		-		-		-
Forfeited or expired		5,000		1.15		-		-		-		-		-		-
Outstanding, September 30, 2014		16,666		1.27		0.87		11,000
Exercisable, September 30, 2014		16,666		1.27		0.87		11,000
Outstanding, March 31, 2015										16,666		1.27		0.37		28,832
Exercisable, March 31, 2015										16,666		1.27		0.37		28,832

During the ~~six~~three months ended ~~September 30,~~March 31, 2015 and March 31, 2014, Milestone had no expenses related to non-employee options that vested during the period. There was no unrecognized compensation cost related to non-vested options as of ~~September 30, 2014.~~ March 31, 2015. A six percent rate of forfeitures is assumed in the calculation of the compensation cost for the period.

In accordance with the provisions of FASB ASC 505-50-15, all other issuances of common stock, stock options or other equity instruments to non-employees as consideration for goods or services received by Milestone are accounted for based on the fair value of the equity instruments issued (unless the fair value of the consideration received can be more reliably measured). The fair value of any options or similar equity instruments issued is estimated based on the Black-Scholes option-pricing model and the assumption that all of the options or other equity instruments will ultimately vest. Such fair value is measured as of an appropriate date pursuant to the guidance, (generally, the earlier of the date the other party becomes committed to provide goods or services or the date of performance by the other party is complete) and capitalized or expensed as if Milestone had paid cash for the goods or services.

Milestone’s consolidated financial instruments that are exposed to concentrations of credit risk consist primarily of cash and trade accounts receivable, and ~~treasury bills, and~~ advances on contracts. Milestone places its cash and cash equivalents with large financial ~~institutions and in treasury bills.~~institutions. At times, such investments may be in excess of the Federal Deposit Insurance Corporation insurance limit. Milestone has not experienced any losses in such accounts and believes it is not exposed to any significant credit risks. Financial instruments which potentially subject Milestone to credit risk consist principally of trade accounts receivable, as Milestone does not require collateral or other security to support customer receivables, and advances on contracts. Milestone entered into a purchase agreement with a vendor to supply Milestone with 12,000 STA Instruments ~~(3,420~~(104 instruments are remaining on the purchase order as of ~~September 30, 2014). As part of these agreements, Milestone has advanced approximately $1,311,000 and $2,308,000 to the vendor for purchase of materials at September 30, 2014 and December~~March 31, ~~2013, respectively. The advance will be credited to Milestone as the goods are delivered.~~2015). Milestone does not believe that significant credit risk exists with respect to this advance to the contract manufacturer.

Milestone closely monitors the extension of credit to its customers while maintaining allowances, if necessary, for potential credit losses. On a periodic basis, Milestone evaluates its accounts receivable and establishes an allowance for doubtful accounts, based on a history of past write-offs and collections and current credit conditions. Management ~~believes~~has provided a reserve that ~~the reserve~~it believes is sufficient to record accounts receivable at net realizable value as of ~~September 30, 2014~~March 31, 2015 and December 31, ~~2013.~~2014.

~~Milestone purchased Treasury Bills with varying maturity dates periodically with excess cash.~~

The ~~net~~ advances on contracts represent funding of future STA inventory purchases. The balance of the ~~net~~ advances as of ~~September 30, 2014~~March 31, 2015 and December 31, ~~2013~~2014 is ~~$1311,403~~$252,306 and ~~$2,308,352,~~$721,197, respectively. The ~~portion of the~~ advance ~~that is expected to be utilized in the next twelve months~~ is classified as current ~~asset, with the remainder classified as non-current asset.~~

~~As of September 30, 2014, several customers paid in advance for future shipments of merchandise. These advanced payments will be reduced as shipments are made in 2014.~~

Milestone borrowed $450,000 from a shareholder in 2008. The loan was originally a short term loan with a maturity date of January 19, 2009. In December 2008, May 30, 2012 and March 29, 2013, this loan was extended and the due date was last fixed at January 5, 2015. The loan accrues interest at 12% per annum, compounded quarterly. The loan and its related interest was converted into 614,344 shares of common stock on August 8, 2013.

Interest expense related to the note payable for the three and nine months ended September 30, 2013 was $4,879 and $53,518 dollars, respectively. This did not occur in 2014. Accrued interest payable related to the note payable was zero at September 30, 2013 and this did not occur 2014. Milestone had also secured a line of credit, from this shareholder, for $1.3 million which was converted into equity in 2009. However, the accrued interest remainingbased on the ~~line of credit was not converted and the remaining balance at September 30, 2013 was zero.~~

~~Additionally, Milestone has an agreement with the manufacturer~~estimated annual usage of the ~~CompuDent~~ ~~and~~ ~~STA~~ ~~instruments to accrue interest on their outstanding accounts payable balance. For the quarter ending September 30, 2013, Milestone had zero interest expense under this agreement.~~underlying inventory.

Milestone’s expected federal and state income tax liability and benefit computed at the statutory rate (40%) on the pre-tax income for the ~~nine months ended September 30,~~quarters ending March 31, 2015 and 2014, ~~and 2013~~ amounted to a ~~benefit~~liability of ~~$263,000~~approximately $39,000 and ~~$2,000,~~$151,000, respectively. Such ~~benefit~~expense was recognized in the accompanying consolidated financial statements as of ~~September 30,~~March 31, 2015 and 2014 with recognition of a net operating loss carryforward. Due to Milestone’s history of past operating losses, which required a full valuation allowances for all of Milestone’s deferred tax assets at ~~September 30,~~March 31, 2015 and 2014, ~~and 2013,~~ no recognition was given to the utilization of the remaining net operating loss ~~carryforwards.~~carryforwards.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2015, Milestone did not issue any shares. During the three months ended March 31, 2014, Milestone issued ~~20,658~~6,986 shares of common stock valued at ~~$35,624~~$11,875 for payment of employee compensation. In addition, ~~281,766~~95,000 shares ~~of common stock were~~are to be issued ~~on the exercised of certain stock options valued at $161,531 during the nine months ended September 30, 2014. Milestone also issued 75,000 shares of common stock~~ on the exercised of certain stock options at a price of ~~$1.84, valued at $41,250 to~~$0.40 per share during the ~~Board of Directors for the nine months ended September 30, 2014 and 107,461~~quarter ending March 31, 2014. Milestone issued 13,939 shares of common stock ~~were issued,~~ valued at ~~$199,500,~~$22,500 for payment of consulting services. In the ~~nine months ended September 30,~~first quarter of 2014, ~~Milestone~~Milestone’s to be issued ~~30,000~~ shares ~~of common stock to~~for the Board ~~of Directors,~~are 30,000 valued at $55,200 for their Directors’ compensation. Additionally, Milestone raised $10 million ($9.4 million net) on the sale of common and convertible preferred stock in May 2014.

In ~~the~~ May 2014, ~~Private Placement,~~ Milestone ~~issued~~completed a $10 million private placement pursuant to which it raised $3 million, from the sales of 2 million shares of common stock ~~for $3~~at $1.50 per share and $7 million ~~($1.50 per share) in a capital raise with gross proceeds totaling $10 million. Convertible Preferred Stock was also issued in that capital raise. – (See Note 13, below.)~~

Infrom the ~~May 2014 Private Placement, Milestone issued~~sale of 7,000 shares of Series A Convertible Preferred Stock (the “Series A Stock”), with a stated value of $1,000 per ~~share which raised $7 million.~~share. The Series A Stock votes together with the Common Stock on an as converted basis and as a single class, except that such shares have class voting rights as to amendments to the Certificate of Incorporation adversely affecting the Series A Stock, increases in the number

of authorized shares in that Series, issuance of additional shares of Series A Stock, increases in the size of the board prior to the time the holders of the Series A Stock no longer have a right to nominate a designee for election to the board or issuance of “senior stock” or “parity stock.” The Series A Stock is also entitled to a liquidation preference equal to the greater of 100% of its $1,000 per share stated value or the amount the Series A Stock would receive on conversion into common stock and is convertible into common stock at $2.545 per share at the option of the holder or mandatorily convertible at this price on May 14, 2019, unless certain “threshold” prices have not been achieved prior to that date.

Milestone ~~is also the principal shareholder of~~has a ~~major supplier of handpieces to Milestone. In addition, he is an investor in the PRC entity, Beijing 3H, which entered into a medical joint venture~~manufacturing agreement with ~~Milestone.~~ a related party. The related party manufactures products under specific purchase orders but without minimum purchase commitments. Milestone purchased ~~$2,069,546~~$617,602 and ~~$2,146,096~~$824,574 from the supplier for the ~~nine~~three months ended ~~September 30,~~March 31, 2015 and 2014, ~~and 2013,~~ respectively. Milestone owed ~~$502,167~~$523,576 and ~~$1,024,653~~$455,574 to this supplier as of ~~September 30, 2014~~March 31, 2015 and December 31, 2014, respectively.

On July 1, 2013, ~~respectively.~~Milestone and Milestone Medical signed an agreement for the reimbursement of specific expenses incurred by Milestone specifically for the benefit of Milestone Medical. At March 31, 2015, the expenses due from Milestone Medical are $184,589.

In December 2014 Milestone entered into a bridge financing to Milestone Medical while waiting approval of the ~~first quarter~~capital raise, Milestone Scientific (49.9% owners) entered into a line of ~~2013,~~credit agreement which allows Milestone Medical to withdraw funds from Scientific up to $2 million through January 2016, if needed to assist in paying for the ~~CEO of Milestone loaned the Company $50,000 for use in capitalizing a fifty percent equity portion in the Education Joint Venture.~~capital raise. The loan ~~bore no~~provides for interest charge at a rate of 3.25% per annual, the prime rate at the inception of the line of credit. The agreement terminates at April 15, 2016. $200,000 was borrowed by Milestone Medical at March 31, 2015 and ~~was paid off in April 2014.~~is recognized as notes receivable on the condensed consolidated balance sheet.

Milestone had two customers (distributors) for the three months ended March 31, 2015, that had approximately ~~45%~~42%, (27% and 14%), of its net product sales and three customers (distributors) that had approximately 57%, (21%, 24% and 12%), of its net product sales for three months ended ~~September 30, 2013.~~March 31, 2014. Milestone had two customers (distributors) for the nine months ended September 30, 2014 that had approximately 44% of its net product sales and four customers (distributors) that had approximately 52% of its net product sales for nine months ended September 30, 2013, respectively. Milestone hadgross accounts receivable for two major customers that amounted to ~~$996,476~~$801,448, ($412,648 and $388,880), representing ~~61%~~49%, (29% and 28%), as of March 31, 2015 and gross accounts receivable ~~as of September 30, 2014 and accounts receivable~~ for ~~three customers~~one major customer that amounted to $732,762, ~~representing~~or 48% ~~of gross accounts receivable~~ as of December 31, ~~2013,~~2014, respectively.

	Three Months Ended September 30,					Nine Months Ended September 30,				Three Months Ended March 31,
	2014		2013			2014		2013		2015			2014
Instruments	$	413,914	$	491,179	Instruments	$	1,938,293	$	1,760,079	$	1,126,579		$	840,981
Handpieces		2,090,580		1,927,391	Handpieces		5,608,776		5,328,751		1,646,514			1,733,217
Other		30,604		25,625	Other		115,795		123,143		(2,890	)		46,636
	$	2,535,098	$	2,444,195		$	7,662,864	$	7,211,973	$	2,770,204		$	2,620,834

United States	$	1,039,153	$	1,526,608	United States	$	3,434,171	$	3,907,560	$	867,560		$	1,213,643
Canada		30,548		119,594	Canada		100,321		241,937		15,977			24,736
Other Foreign		1,465,397		797,993	Other Foreign		4,128,372		3,062,476		1,886,666			1,382,455
	$	2,535,098	$	2,444,195		$	7,662,864	$	7,211,973	$	2,770,204		$	2,620,834

Milestone has a defined contribution plan that allows eligible employees to contribute part of their salary through payroll deductions. Milestone does not contribute to this plan but does pay the administrative costs of the plan, which are not significant.

In March 2014, the Board of Directors approved the Compensation Committee’s request to amend the Chief Executive Officer of Milestone’s employment agreement to provide benefits to make payments of $203,111 per year for five years to the Executive, or as he directs such payments to a third party, to fund his acquisition of, or contribution to an annuity, pension, or deferred distribution plan or for an investment for the Executive and his family. For the ~~three~~quarters ended March 31, 2015 and ~~nine months ended September 30,~~ 2014, ~~respectively, $50,778~~approximately $51,000 and ~~$118,481~~$17,000, respectively, was charged to expenses for this commitment. ~~The first installment payment of $203,111 for this pension was paid in July 2014.~~.

Milestone has informal arrangements for the manufacture of its products. STA, single tooth anesthesia, CompuDentand CompuMedinstruments are manufactured for Milestone by Tricor Systems, Inc. pursuant to specific purchase orders. The STA and The Wand Handpiece with Needle ~~are~~is supplied to Milestone by a contractor in the United States, which arranges for its manufacture with two factories in China.

The termination of the manufacturing relationship with any of the above manufacturers could have a material adverse effect on Milestone’s ability to produce and sell its products. Although alternate sources of supply exist and new manufacturing relationships could be established, Milestone would need to recover its existing tools or have new tools produced. Establishment of new manufacturing relationships could involve significant expense and delay. Any curtailment or interruption of the supply, whether or not as a result of termination of such a relationship, would adversely affect Milestone.

The technology underlying the SafetyWand and CompuFlo, and an improvement to the controls for CompuDentwere developed by the Director of Clinical Affairs and assigned to us. Milestone purchased this technology pursuant to an agreement dated January 1, 2005. The Director ~~will~~wil l receive additional payments of 2.5% of the total sales of products using certain of these technologies, and 5% of the total sales of products using certain other of the technologies. In addition, the Director is granted, pursuant to the agreement, an option to purchase, at fair market value on the date of the grant, 8,333 shares of the common stock upon the issuance of each additional patent relating to these technologies. If products produced by third parties use any of these technologies (under license from us) then the Director will receive the corresponding percentage of the consideration received by Milestone for such sale or license. ~~For the three months ended September 30, 2014 and 2013, Milestone expensed the Director’s royalty fee of $89,600 and $77,886, respectively.~~ Milestone expensed the Director’s royalty fees of ~~$291,714~~$111,484 and ~~$256,127 for the nine months ended September 30, 2014 and 2013, respectively. Additionally,~~$104,197 for the three months ended ~~September 30,~~March 31, 2015 and 2014, ~~and 2013,~~respectively. Additionally, Milestone expensed consulting fees to the Director of ~~$14,690~~$23,400 and ~~$12,350, respectively. Milestone expensed consulting fees to the Director of $39,390 and $90,350,~~$14,300 for the ~~nine~~three months ended ~~September 30,~~March 31, 2015 and 2014, ~~and 2013,~~ respectively.

In January 2010, Milestone issued a purchase order to Tricor Systems Inc for the purchase of 12,000 STA Instruments to be delivered over the next three years. The purchase order is for $5,261,640. ~~As of September 30, 2014, there are 3,420~~ ~~STA~~ ~~instruments remaining on the purchase order. Milestone expects to receive these instruments by December 31, 2014. The~~Consequently, advances on contracts have been classified as current at March 31, 2015 and ~~long term at September 30,~~ 2014.

In August 2013, a shareholder of Milestone entered ~~into~~ a three year agreement with Milestone to provide financial and business strategic services. The fee for these services isare $100,000 annually.

~~Beginning October 1, 2014, Milestone Scientific Inc acquired 100 percent of an inactive, previously established company~~Subsequent Events

The Company has evaluated subsequent events through May 14, 2015 and merged the Milestone dental business into this company. As part of this merger, Milestone now owns 100 percent of this new subsidiary Wand Dental Inc. The subsidiary, Wand Dental Inc, has an exclusive distributor and licensing agreement for Milestone dental instruments and handpieces for the worldwide. All current Milestone distributors willhave determined that there are no events to be ~~assigned to Wand Dental Inc.~~disclosed.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussions of our financial condition and results of operations should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this Form 10-Q. Certain statements in this discussion and elsewhere in this report constitute forward-looking statements, within the meaning of section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements.

In ~~2014,~~2015, Milestone remains focused on advancing efforts to achieve our two primary objectives; those being:

Since its market introduction in early 2007, the STA Instrument and a prior computerized controlled local anesthesia delivery product have been used to deliver over 5249 million safe, effective and comfortable injections. The instrument has also been favorably evaluated in numerous peer-reviewed, published clinical studies and associated articles. Moreover, there appears to be a growing consensus among users that the STA Instrument is proving to be a valuable and beneficial instrument that is positively impacting the practice of dentistry worldwide.

In August 2013, Milestone entered an exclusive distributor agreement (beginning October 1, 2013), with Henry Schein, for the sale and distribution of the CompuDent handpieces in the United States and Canada.

In July 2013, Milestone entered a strategic partnership with the largest provider of specialty sales and distribution solutions for healthcare. Pursuant to the strategic partnership, the distributor will hold, for a period of three years with the FDA market, 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 the U.S. hospital sector.

In November 2012, Milestone entered an exclusive distribution and marketing agreement with a well-known U.S. domestic manufacturer and distributor, for the sale and distribution of the STA instruments and handpieces in United States and Canada.

On the global front, we also have granted exclusive marketing and distribution rights for the STA Instrument to select dental suppliers in various international regions in Asia, Africa, South America and Europe. They include Istrodent in South Africa and Unident in the Scandinavian countries of Denmark, Sweden, Norway and Iceland.

In early October 2012, the State Food and Drug Administration (SFDA) of the People’s Republic of China approved Milestone’s Single Tooth Anesthesia System® (STA System). In May 2014, the ~~SFDA~~CFDA, (previously the SFDA), granted registration approval of the STA handpieces in China.

Shortly before the end of the second quarter 2009, we announced that we were refining our international marketing strategy to gain greater access to and penetration of the international dental markets for the STA Instrument, CompuDent and related disposable ~~hand pieces.~~handpieces. The new sales strategy provides for increasing hands-on oversight and support of our existing international distribution network, while also attracting new distributors throughout Europe, Asia and South America. To assist in this endeavor, Milestone added in the spring of 2010 an International Sales Director to focus on the growth of our products outside the USA and Canada.

In March 2011, we entered into a definitive joint venture agreement with shareholders of Beijing 3H (Heart-Help-Health) Scientific Technology Co., Ltd. (Beijing 3H) and a group of individual investors for the development, commercialization, manufacture and marketing of epidural and intra-articular injection medical instruments. In the fourth quarter of 2014, the Company purchased an additional 995,000 shares from a former shareholder in Milestone ~~holds~~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 contributed an exclusive worldwide royalty-free license to use its patents as they pertain to these two instruments and disposables only to the Medical Joint Venture. Shareholders Beijing 3H and a ~~45.5% interest in~~group of individual investors contributed $1.5 million to the joint venture to enable the joint venture to design and ~~shareholders~~develop two commercial instruments and related disposables using Milestone’s CompuFlo® technology. Milestone has distribution responsibility in the U.S. and Canada while Beijing 3H had distribution responsibility exclusively in the People’s Republic of China, Macao, Hong Kong and other regions of Asia. In the third quarter of 2014, a shareholder of Beijing 3H sold his interest in Milestone Medical Inc. and ~~others have a 45.5% interest (the “Medical Joint Venture”). The~~the agreement with Beijing 3H ~~shareholders include~~to distribute said instruments in Asia was terminated. Milestone China (40% owned by Milestone) signed distributor agreement with Milestone to distribute Milestone Medical Inc. instruments in Asia. As of March 31, 2015, the Medical Joint Venture and the development project is ongoing and nearing the completion of the two medical instruments. In fact, in September 2014 Milestone Medical Inc. received CE clearance to distribute their instruments in European Community (EU). Milestone is actively pursuing Medical distributors for the instrument in the EU community. Milestone Medical Inc signed a ~~large shareholder~~distribution agreement in ~~Milestone who is also~~March 2015, with a Polish Medical distributor for the ~~principal~~distribution of ~~a supplier to Milestone.~~the epidural instrument which began in April 2015.

16In November 2013, Milestone Medical Inc., issued 2 million shares of its common stock at $1.50 per share, totaling ($3.0 million), in a private placement in Poland. The consummation of the private placement provided for the admission of the Milestone Medical Inc. common stock for trading on a platform maintained by the Warsaw Stock Exchange. As a result of this transaction, Milestone owned approximately forty-five (45.5%) percent (post-transaction) of Milestone Medical Inc. and Milestone recorded a $1,363,650 gain on the dilutive effect of these additional shares issued by Milestone Medical Inc. In the fourth quarter of 2014, Milestone purchased an additional 995,000 shares of Milestone Medical Inc. from a founding shareholder. As a result, Milestone’s percentage of ownership was increased to 49.98% of Milestone Medical Inc. at December 31, 2014.

In late June 2014, Milestone agreed to invest $1 million for a 40% ownership in Milestone China Inc., a Hong Kong organized medical and dental distribution company (“Milestone China”). ~~Milestone’s contribution~~Milestone contributed 772 STA instruments to this ~~entity will be 772 instruments and~~entity. Additional handpieces will be purchased for cash as required. ~~The new entity will provide positive~~We expect Milestone China to positively impact on dental and future medical business in ~~China~~PRC and other parts of Asia. Milestone China did not begin operations until July 2014 and the first shipment of 300 STA instruments occurred in July 2014. Milestone ~~records~~recorded this investment under the equity method of accounting. The remaining 472 STA instruments were shipped in December 2014 by Milestone to Milestone China with delivery in January 2015.

The following table shows a breakdown of Milestone’s product sales (net), domestically and internationally, by product category, and the percentage of product sales (net) by each product category:

Three Months Ended September 30,

2014

2013

DOMESTIC

Instruments

$
178,623

17.2
%

$
251,104

16
%
Handpieces

846,420

81.5
%

1,248,636

82
%
Other

14,110

1.3
%

26,868

2
%
Total Domestic

$
1,039,153

100.0
%

$
1,526,608

100
%
INTERNATIONAL

Instruments

$
235,291

15.7
%

$
240,075

26
%
Handpieces

1,244,160

83.2
%

678,755

74
%
Other

16,494

1.1
%

(1,243
)

0
%
Total International

$
1,495,945

100.0
%

$
917,587

100
%

DOMESTIC/INTERNATIONAL ANALYSIS

Domestic

$
1,039,153

41.0
%

$
1,526,608

63
%
International

1,495,945

59.0
%

917,587

38
%
Total Product Sales

$
2,535,098

100.0
%

$
2,444,195

100
%

	Three Months Ended March 31,
	2015					2014
DOMESTIC
Instruments	$	448,965		51.8	%	$	158,708	13.1	%
Handpieces		432,062		49.8	%		1,025,493	84.5	%
Other		(13,467	)	-1.6	%		29,442	2.4	%
Total Domestic		867,560		100.0	%		1,213,643	100.0	%
INTERNATIONAL
Instruments	$	677,614		35.6	%	$	682,273	48.5	%
Handpieces		1,214,452		63.8	%		707,725	50.3	%
Other		10,578		0.6	%		17,193	1.2	%
Total International		1,902,644		100.0	%		1,407,191	100.0	%

DOMESTIC/INTERNATIONAL ANALYSIS
Domestic	$	867,560		31.3	%	$	1,213,643	46.3	%
International		1,902,644		68.7	%		1,407,191	53.7	%
Total Product Sales	$	2,770,204		100.0	%	$	2,620,834	100.0	%

Nine Months Ended September 30,

2014

2013

DOMESTIC

Instruments

$
687,501

20.0
%

$
842,788

22
%
Handpieces

2,685,360

78.2
%

2,971,609

76
%
Other

61,310

1.8
%

93,163

2
%
Total Domestic

$
3,434,171

100.0
%

$
3,907,560

100
%
INTERNATIONAL

Instruments

$
1,250,792

29.6
%

$
917,291

28
%
Handpieces

2,923,417

69.1
%

2,357,142

71
%
Other

54,484

1.3
%

29,980

1
%
Total International

$
4,228,693

100.0
%

$
3,304,412

100
%

DOMESTIC/INTERNATIONAL ANALYSIS

Domestic

$
3,434,171

44.8
%

$
3,907,560

54
%
International

4,228,693

55.2
%

3,304,412

46
%
Total Product Sales

$
7,662,864

100.0
%

$
7,211,973

100
%

~~Milestone~~We earned gross profits of ~~67% and 72%~~66% for the three months ended ~~September 30, 2014~~March 31, 2015 and ~~2013, respectively and 66% and 69% for~~2014. However, the ~~nine months ended September 30, 2014 and 2013, respectively. However, the~~

revenues and related gross profits ~~historically~~ have not been sufficient to support overhead, new product introduction and research and development expenses. Although Milestone anticipates expending funds for research and development in ~~2014,~~2015, these amounts will vary based on the operating results for each quarter. Milestone has incurred annual operating losses and negative cash flows from operating activities ~~every year~~ since ~~our~~its inception, except for ~~2013 and the three months ended~~2013. Milestone, at March 31, ~~2014. At September 30, 2014,~~2015, as a result of $10 million capital raise ($9.4 million net cash) in May 2014, ~~Milestone~~ has sufficient cash reserves to meet all of its anticipated obligations for at least the next twelve months. Milestone is actively pursuing the continued generation of positive cash flows from operating activities through increase in revenue, assessment of current contracts and current negotiations.

In 2015, Milestone plans to further support increased sales and marketing activity through our current distributors and through newly appointed distributors of the STA instruments and handpieces in the international market. In the U.S. and Canada, Milestone will continue the utilization of independent hygienists’ for training individual practitioners and group practices domestically, refined and directed advertising to dental professionals, and support and broaden our global distribution network.

Milestone announced the formation of a strategic alliance, whereby a third party distributor will serve as the exclusive distributor of Milestone’s Single Tooth Anesthesia System® (Wand STA System) and all related disposable items in the United States and Canada, beginning November 15, 2012. Additionally, the third party distributor will initiate a marketing campaign to drive sales in these territories.

In August 2013, Milestone appointed Henry Schein as its exclusive distributor in the USA and Canada for the CompuDent handpieces.

~~Our~~Milestone’s discussion and analysis of ~~our~~the financial condition and results of operations are based upon ~~our~~its financial statements, which have been prepared in accordance with accounting principles, generally accepted in the ~~United States of America.~~U.S. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, ~~we evaluate our~~Milestone evaluates its estimates, including those related to accounts receivable, inventories, stock-based compensation and contingencies. ~~We base our~~Milestone bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates under different assumptions or conditions.

While significant accounting policies are more fully described in Note S to the financial statements included elsewhere in this report, Milestone believes that the following accounting policies and significant judgments and estimates are most critical in understanding and evaluating the reported financial results.

The fair values of Milestone marketable securities are determined in accordance with GAAP, with fair value being defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company utilizes the three-tier value hierarchy, as prescribed by GAAP.

The realization of Accounts Receivable current and long-term will have a significant impact on ~~us. Consequently, Milestone estimates~~Milestone. The criteria used by management to evaluate the adequacy of the allowance for doubtful accounts ~~resulting from~~included, among others, credit worthiness of the ~~inability~~customer, current trends, prior payment performance, the age of ~~its customers to make payments for amounts billed. The collectability of outstanding amounts is continually assessed.~~the receivables and Milestone’s overall historical experience.

Inventory costing, obsolescence and physical control are ~~significantly important~~ significant to the on-going operation of the business. Inventories principally consist of finished goods and component parts stated at the lower of cost (first-in, first-out method) or market. Inventory quantities on hand are reviewed on a quarterly basis and a provision for excess and obsolete inventory is recorded if required based on past and expected future sales.

Milestone entered into a Medical Joint Venture with a third party ~~Beijing 3H,~~and a group of individual investor for the development and commercialization of two medical products. WeMilestone as of December 31, 2014 own ~~45.5%~~49.98% of the Medical Joint Venture and have recorded the investment on the equity basis of accounting. Milestone’s proportionate share of expenses incurred by the Medical Joint Venture will be charged to the Statement of Operations on a periodic basis.

In July 2014, Milestone agreed to invest $1.0 million ~~(whole price),~~through the contribution of 772 STA instruments 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. The distribution will purchase~~ ~~STA~~ ~~handpieces on a cash basis as required. 300~~China. 772 STA instruments were shipped in ~~July~~ 2014 and ~~will be~~were recorded at Milestone’s cost in the investment account for Milestone China on the Balance Sheet in the ~~third~~fourth quarter ~~2014.~~2014.The distributor will purchase STA handpieces on a cash basis as required. Milestone China began operations in July 2014.

~~Our~~The long lived assets ~~consisting~~of Milestone, principally of patents and trademarks are the base features of the business. ~~We review~~Milestone reviews long-lived ~~assets~~assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. The carrying value of the asset is evaluated in relation to the operating performance and future undiscounted cash flows of the underlying assets.

Revenue from product sales is recognized net of discounts and allowances to domestic ~~distributor~~distributors on the date of shipment for essentially all shipments, since the shipment terms are FOB warehouse. WeMilestone will recognize revenue on date of arrival of the goods at the customer’s location where shipments are FOB destination. Shipments to international distributors are FOB the warehouse and revenue is therefore recognized on shipment. In both cases the price to the buyer is fixed and the collectability is reasonably assured. Further, ~~we have~~Milestone has no obligation on these sales for any post installation, set-up or maintenance, these being the responsibility of the buyer. ~~Customer acceptance is considered made at delivery.~~ Milestone’s only obligation after sale is the

normal commercial warranty against manufacturing defects if the alleged defective unit is returned within the warranty ~~periods, which have historically been immaterial.~~period.

The consolidated results of operations for the three ~~and nine~~ months ended ~~September 30, 2014~~March 31, 2015 compared to the same three ~~and nine~~ month ~~periods~~period in ~~2013~~2014 reflect our focus and development on the Wand/STA ~~Instruments~~Instrument, as well as continuing efforts on identifying collaborative partners which will allow for new product development utilizing ~~Milestone’s~~our CompuFlo technology.

The following table sets forth, for the periods presented, the statement of operations data as a percentage of revenues. The trends suggested by this table may not be indicative of future operating results.

	Three Months Ended September 30,											Nine Months Ended September 30,											Three Months Ended March 31
	2014					2013						2014					2013						2015					2014

Net sales	$	2,535,098		100	%	$	2,444,195			100	%	$	7,662,864		100	%	$	7,211,973			100	%
Total revenue																							$	2,770,204		100	%	$	2,620,834		100	%
Cost of products sold		829,546		33	%		677,792			28	%		2,624,950		34	%		2,233,944			31	%		933,148		34	%		882,997		34	%
Gross Profit		1,705,552		67	%		1,766,403			72	%		5,037,914		66	%		4,978,029			69	%		1,837,056		66	%		1,737,837		66	%
Selling, general and administrative expenses		1,838,388		73	%		1,317,433			54	%		4,749,112		62	%		4,045,465			56	%		1,898,081		69	%		1,392,869		50	%
Research and development expenses		29,370		1	%		12,698			1	%		74,255		1	%		177,419			2	%		10,118		0	%		15,720		1	%
Total operating expenses		1,867,758		74	%		1,330,131		-	55	%		4,823,366		62	%		4,222,884		-	59	%
Net loss (income) from operations		(162,206	)	-6	%		436,272			17	%		214,548		3	%		755,145			11	%
Other expenses - interest & expenses		755		0	%		(5,550	)		0	%		916		0	%		(52,576	)		-1	%
Total other expenses		(197,039	)	-8	%		(212,199	)		-9	%		(548,577	)	-7	%		(259,291	)		-4	%
Operating expenses																								1,908,199		69	%		1,408,589		51	%
(Loss) income from operations																								(71,143	)	-3	%		329,248		12	%
Total other income (expense) before provision for income taxes																								(356,491	)	-13	%		(134,414	)	-5	%
Net (loss) income	$	(358,490	)	-14	%	$	218,523			8	%	$	(333,113	)	-4	%	$	443,278			6	%		(427,634	)	-15	%		194,834		7	%
Less: Net loss attributable to the noncontrolling interests																								8,259		0	%		-		0	%
Net (loss) income attributable to Milestone Scientific Inc.																							$	(419,375	)	-15	%	$	194,834		7	%

Three months ended ~~September 30, 2014~~March 31, 2015 compared to three months ended ~~September 30, 2013~~March 31, 2014

Total product sales for the three months ended ~~September 30,~~March 31, 2015 and 2014 were $2,770,204 and ~~2013 were $2,535,098 and $2,444,195,~~$2,620,834, respectively. The total increase in product sales of ~~$90,903,~~$149,370 or ~~3.6%~~6%, in ~~2014~~2015 from ~~2013~~2014 is principally the result of increase in international revenues. Domestic instruments sales increased ~~handpiece revenues. Instruments sales decreased~~ by ~~$77,265~~$290,257 in ~~2014~~2015 from ~~2013.~~2014. In the domestic market, the total handpiece sales decreased by ~~$402,216,~~$593,431 or ~~32%~~58% in ~~2014~~2015 over ~~2013.~~2014. This decrease ~~is due to higher~~in domestic handpiece sales ~~(buy ins) in the first and second quarter of 2014, which reduced the revenue for handpieces in the third quarter of 2014. This trend~~ is not ~~expected to continue in the fourth quarter.~~identified as a continuing issue. On the international front, handpiece sales increased ~~in the third quarter of 2014 from 2013~~ by ~~$565,405,~~$506,728 or ~~83%, substantially,~~72% due to ~~increased~~ an increase in Wand handpieces sales of $419,601 in 2015 over 2014. STA handpiece sales ~~($521,000).~~increased by $87,127 or 67% for the first quarter 2015 over 2014. The~~Wand Plus~~

~~Instrument~~ ~~is no longer being shipped to European customers, due to a change in regulations in 2012. Although the~~ sales of Wand Plus Instruments to the European community ~~will not continue, Milestone believes there are many~~ceased in 2012 due to a change in the regulations. The Wand Plus users in Europe ~~who~~ will continue to own, utilize and purchase the handpieces.

Cost of products sold for the three months ended ~~September 30,~~March 31, 2015 and 2014 were $933,148 and ~~2013 were $829,546 and $677,792~~$882,997, respectively, an increase of ~~$151,754, or 22.4%~~$50,151or 6%. ~~The increase is principally due to increased sales volumes.~~

For the three months ended ~~September 30, 2014,~~March 31, 2015, Milestone generated a gross profit of ~~$1,705,552,~~$1,837,056 or ~~67%~~66%, as compared to a gross profit of ~~$1,766,403,~~$1,737,837, or ~~72%~~66%, for the three months ended ~~September 30, 2013.~~March 31, 2014. The total ~~decrease~~increase in gross profit dollars of ~~$60,851~~$99,219 is primarily due to an increase in ~~revenue, at a lower distributor purchase price for the~~ ~~STA~~ ~~instruments for a limited time period. The strategy is to facilitate the deployment of the~~ ~~STA~~ ~~instruments on a faster pace, thus generating recurring handpiece~~ revenue. ~~The handpiece gross margin continues to be strong.~~

Selling, general and administrative expenses (“SG&A Expenses”) for the three months ended ~~September 30,~~March 31, 2015 and 2014 were $1,898,081 and ~~2013 were $1,838,388 and $1,317,433,~~$1,392,869, respectively. This increase in expenses of ~~$520,955~~$505,212 is described in the following sections of this report. Milestone continues to focus on controlling expenses in all categories. ~~The third~~However, beginning in the first quarter of ~~2014 noted several areas~~2015, Milestone began the process of ~~increased expenses as Milestone continues on~~building its ~~planned~~marketing and sales efforts to increase revenues in the business ~~model change. First, marketing expenses remained stable as Milestone targeted this venue as a more costly method to present our~~ ~~STA Instrument.~~ ~~Milestone has decided to focus its attention on the national shows that are focused on a higher attendance by individual dentists as well as dental practice groups. Additionally,~~sectors. As such, a large portion of ~~our previous marketing~~the increase in SG&A expenses is in this area, as well as personnel costs. Marketing, including trade shows and ~~selling costs~~related expenses, increased approximately $30,000 in the ~~U. S. and Canada are now incurred by our exclusive~~ ~~STA~~ ~~distributor. Other expenses for the~~first quarter ~~increased by approximately $448,000 as compared to~~of 2015 versus the same period in ~~2013. Bad debt expense~~2014. Payroll costs including bonus accruals increased approximately $436,000 in the first quarter of 2015. Milestone expanded the number of marketing and executive staff in the USA and Internationally.

Additionally, our legal expenses increased for the ~~three months ended September 30, 2014 was zero as compared~~quarter for general legal expenses and those expenses related to patents by a ~~negative bad debt expense (reversal of reserve for bad debt)~~total of approximately $56,000 as Milestone reversed a portion of the bad debt reserve based on payments made by a Chinese distributor in the third quarter of 2013. Consulting expenses increased by approximately $106,000, as management supplemented its internal staff with third party consultants. There was an increase in royalty commission by approximately $11,000 as compared to the same period in 2013. International commission increased by approximately $126,000 due to higher international sales in the quarter. Business development and investor relations cost increased by approximately $91,000 as Milestone utilize two new firms to remarket Milestone’s image in the market place. Salaries increased by approximately $52,000 in this quarter over the comparable quarter in the prior year as due to an increase in personnel cost and the effect of the personnel cost for a corporate executive offset by the sharing of certain management personnel for the Medical Joint Venture of approximately $64,000. Legal fees increased by approximately $11,000 in the aggregate for routine litigation and patent annuities.$109,000.

Research and development expenses for the three months ended ~~September 30,~~March 31, 2015 and 2014 were $10,118 and ~~2013 were $29,370 and $12,698,~~$15,720, respectively, ~~an increase~~a decrease of ~~$16,672.~~$5,602 or 36%, due to the software enhancement of the Wand STA Instrument in 2014.

The loss from operations for the three months ended ~~September 2014~~March 31, 2015 was ~~$162,206~~$71,143 and income from operations for the three months ended ~~September 30, 2013~~March 31, 2014 was ~~$436,272.~~$329,248. The ~~$598,478,~~$400,391, or ~~137% decrease~~122%, increase is explained above.

Interest expense was zero and $5,550, for the three months ended September 30, 2014 and 2013, respectively. This relates to the $1.3 million line of credit which was subsequently converted into common stock in December 2009 and the $450,000 long term note payable. This note was converted to common stock on August 8, 2013. Additionally, Milestone did not incur interest expense for the overdue accounts payable on the balance to the instrument’s contract manufacturer at September 30, 2013 and did not incur interest expense in 2014.

There was a loss on the Medical Joint Venture of $223,834 and $212,199 for the quarter ending September 30, 2014 and 2013, respectively. This non cash loss is financed through a capital raised in the Medical Joint Venture. There was a loss on the Education Joint Venture of $2,633 for the quarter ending September 30, 2014. There was a gain on the China Joint Venture of $29,428 for the quarter ending September 30, 2014. This joint venture (Milestone China LTD) is a forty (40) percent owned affiliate of the Company.

For the reasons explained above, the net loss for the three months ended September 30, 2014 was $358,490 as compared to the net income of $218,523 for the three months ended September 30, 2013. The $577,013, or 264%, decrease in net income is primarily a result of an operating loss of $162,205 as noted above an increase in loss for the Medical Joint Venture of $11,635, and the negative impact of the reversal of the bad debt reserve for uncollectable accounts in 2013 that did not occur in 2014.

~~Nine months ended September 30, 2014 compared to the nine months ended September 30, 2013~~

Total revenues for the nine months ended September 30, 2014 and 2013 were $7,662,864 and $7,211,973, respectively. Total revenues increased by $450,891, or 6.3%. Domestic product revenue decreased by $473,388 as compared to the same period in 2013. The handpiece sales decreased by $286,249 and a decrease in instruments sales of $155,287. The reduction in instrument sales is due to a decrease in instrument unit sales price under our new marketing strategy. The repair income declined by $42,220 is due to the fact that customers are purchasing a new instrument rather than repairing their older instrument. International revenue increased by $924,278. The principal increase in international handpiece sales of $566,274 for the nine months ended September 30, 2014 is due to the increase in ~~STA~~ handpieces. It appears that customers are beginning to migrate their purchases to the STA instruments and handpieces on the international basis. The introduction of Milestone’s new marketing strategy to assist placing the STA instruments in the hands of end users resulted in an increase in instrument revenue for the nine months ended September 30, 2014 by $333,241. The strategy reduced distributors purchase price for the STA instruments for a limited period which in turn resulted in faster deployment of the STA instruments and increase in Milestone handpiece sales.

~~Cost of products sold for the nine months ended September 30, 2014 and 2013 were $2,624,950 and $2,233,944, respectively, an increase of $391,006, or 18%.~~

Gross profit for the nine months ended September 30, 2014 and 2013 was $5,037,914 or 66%, and $4,978,029, or 69%, respectively. Gross profit dollars for the nine months ended in 2014 increased by $59,885 or 1.2% due to an increase in sales volume and gross profit margin in 2014 over 2013. The gross margin percentage decreased as anticipated due to the introduction for a limited period of lower price for the ~~STA~~ ~~instruments as part of a new marketing strategy for expediting the sale of~~ ~~STA~~ ~~instruments to the end users.~~

Selling, general and administrative expenses for the nine months ended September 30, 2014 and 2013 were $4,749,112 and $4,045,465, respectively. This increase in expenses of $703,647 is described in the following sections of this report. Milestone continues to focus on controlling expenses in all categories. The nine months ending in 2014 noted several areas of savings as Milestone continues on its planned business model change, through the training and education hygienist program. First, marketing expenses decreased by approximately $41,000 as Milestone targeted this venue as a more costly method to present our ~~STA Instrument.~~ Milestone decided to direct its attention on the national shows that are focused on a higher attendance by individual dentists as well as dental practice groups. Additionally, a large portion of our previous marketing and selling costs in the U. S. and Canada are now incurred by our exclusive ~~STA~~ distributor. Sales expenses also decreased by approximately $28,000 during the nine months ending in 2014 principally in travel related cost. Other expenses for the quarter increased by approximately $703,000 as compared to the same period in 2013. Bad debt expense for the nine months ended September 30, 2014 was zero compared to a bad debt reversal for the nine months ended September 30, 2013 of $296,000 for 2013. Milestone reversed a portion of the bad debt reserve based on payments made by a distributor in China in the nine months of 2013 and the reserves were completely reversed in 2013. Consulting expenses increased by approximately $160,000, for marketing development consulting and other business consulting expert. There was an increase in royalty commission by approximately $35,000 as compared to the same period in 2013. Business development and investor relations increased by approximately $100,000 as Milestone utilized third parties to assist in analyzing our customers and investor base. Salaries decreased by approximately $101,000 in the nine months ended September 30, 2014 over the prior year. The decrease is due to a reduction in sales position of approximately $81,000 and a sharing of certain management personnel cost for the Medical Joint Venture of approximately $184,000. These reductions were offset by an increase of approximately $118,000 for the pension benefit for the CEO of the company. Legal fees increased by approximately $10,000 in the aggregate for routine litigation and patent annuities.

~~Research and development expenses for the nine months ended September 30, 2014 and 2013 were $74,255 and $177,419, respectively. The decrease of $103,164 or 58% is primarily due to the scaling back of~~ ~~STA~~ ~~instrument in 2014 and a shared expense savings of approximately $77,000 for the nine month period of 2014 that did not occur in 2013.~~

~~The income from operations for the nine months ended September 30, 2014 was $214,548 and $755,145, respectively. The $540,597, or 72% decrease is explained above.~~

Other income is $17,543 for the nine months ended September 30, 2013. This represents the sale of tax credits under the New Jersey Technology Business Tax Certificate Program. This did not occur in 2014.

Interest expense was zero and $53,518 for the nine months ended September 30, 2014 and 2013, respectively, relating to the converted $1.3 million line of credit into common stock in December 2009 and the $450,000 long term note payable. This note was converted to common stock on August 8, 2013. Additionally, Milestone accrued interest expense of zero and $14,573 for the overdue accounts payable balance to the instrument manufacturer at September 30, 2014 and 2013, respectively.

There is a loss on the Medical ~~Joint Venture~~joint venture of ~~$567,550~~$450,160 (non cash) for the nine months ended September 30, 2014 as compared to $259,291 for the nine months ended September 30, 2013. The loss is a non cash loss for Milestone since the Medical Joint Venture is funded independently of the cash requirement of Milestone.quarter ending March 31, 2015. There was a loss on the Education ~~Joint Venture~~joint venture of ~~$10,455~~$4,214 for the ~~nine months ended September 30, 2014. This did not occur in 2013.~~quarter ending March 31, 2015. Milestone China has a gain on joint venture of $96,674 for the quarter ending March 31, 2015. There was a ~~gain~~loss on ~~China Joint Venture~~the Medical joint venture of ~~$29,428~~$130,523 for the ~~nine months ended September 30,~~quarter ending March 31, 2014. ~~This did not occur in 2013 as well.~~There was a loss on the Education joint venture of $3,415 for the quarter ending March 31, 2014.

For the reasons explained above, net loss for the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015 was ~~$333,113~~$427,634 and ~~the~~ net income for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 was ~~$443,277,~~$194,834, respectively. The ~~$776,390,~~$232,800, or ~~175%~~119%, ~~decrease~~increase in net ~~income~~loss is primarily a result of ~~the~~an increase in SG&A expenses of $505,212 and a net ~~loss~~increase of $223,762 for the ~~period end~~non-cash loss on the joint ventures and an increase in ~~the Loss~~research and development expense of ~~the Medical Joint Venture of $308,259.~~

~~Working capital as of September 30, 2014 is a positive $13,609,977 as explained in the following liquidity and capital resources section.~~$5,602.

As of ~~September 30, 2014,~~March 31, 2015, Milestone had cash and cash equivalents of ~~$781,497, treasury bills of $9,499,865~~$9,331,405 and apositive working capital of ~~$13,609,997. Milestone had net loss of $333,113 and a profit of $443,277 for the nine months ended September 30, 2014 and 2013, respectively.~~ $13,211,754.

The working capital at March 31, 2015 was $13,211,754 as compared to the working capital at December 31, 2014 of ~~September 30, 2014~~$13,147,256. The increase of $64,497 in working capital was ~~$13,609,977 and it is the result~~primarily attributable to a net current asset decrease of ~~the~~$513,872 including, an increase in ~~treasury bills~~current accounts receivable of $101,460, an increase in ~~2014~~due from related party of ~~$9.5 million as~~$184,589, a ~~result~~decrease in cash and cash equivalents of $1,036,588 and an increase in inventory of $268,914 offset by a ~~capital raises~~net decrease in ~~May 2014. Milestone raised $10 million ($9.4 million net) on the sale~~current liabilities of ~~common and convertible preferred stock. Current liabilities decreased by $534,844. The principal reduction was in accounts payable as Milestone continues to keep current with its suppliers.~~$578,369.

~~Milestone, at September 30, 2014, has agreed to accept the remaining 3,420~~ ~~STA~~ ~~instruments by November 30, 2014, thereby decreasing the noncurrent advances on contracts of $1,311,403.~~ Milestone continues to take positive steps to maintain adequate inventory levels and advances on contracts to maintain available inventory to meet our domestic and international sales requirements. ~~Cash flows from operating activities for the nine months ended September 30, 2014 and 2013 were a negative $3,360 and a positive $442,079, respectively.~~

For the ~~nine~~three months ended ~~September 30, 2014,~~March 31, 2015, our net cash used in operating activities of $681,191. This was attributable primarily to a net loss attributable to Milestone Scientific of ~~$333,113,~~$419,375, net loss from noncontrolling interest of $8,259 adjusted for noncash items of ~~$943,758 principally common stock and options issued for compensation, consulting and vendor services,~~$462,939 and changes in operating assets and liabilities of ~~$614,005.~~$716,496.

Milestone has incurred annual operating losses and negative cash flows from operating activities since its inception, except for the year ended December 31, 2013, ~~the first quarter of~~and positive cash flow in 2014. Milestone is actively pursuing the generation of ~~revenue,~~ positive cash flows from operating ~~income~~activities through increases in revenues based upon management’s assessment of present contracts and ~~net income. The capital raised~~current negotiations and reductions in operating expenses. With the $10 million Private Placement (net $9.4 million) in May 2014, ~~provides~~ Milestone ~~with the opportunity to develop and commercialize additional medical instruments and aggressively market on dental instruments throughout the world. Milestone has~~believes that it does have sufficient cash ~~available~~reserves to meet all of its anticipated obligations for the next twelve ~~months.~~months from March 31, 2015.

As a smaller reporting company, Milestone is not required to provide the information required by this Item.

Milestone’s management, including the Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operation of Milestone’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, Milestone’s

Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures as of September 30, 2014 are effective to ensure that information required to be disclosed in the reports Milestone files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to Milestone’s management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding disclosure.

There were no changes in Milestone’s internal control over financial reporting identified in connection with the evaluation that occurred during Milestone’s last fiscal quarter ended ~~September 30, 2014~~March 31, 2015 that have materially affected, or that are reasonably likely to materially affect, Milestone’s internal controls over financial reporting.

As a smaller reporting company, Milestone is not required to provide the information required by this Item.

~~In the nine months ended September 30, 2014, Milestone issued total 2,521,885 shares valued at $9,942,788 as follows:~~

These issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and a legend restricting the sale, transfer, or other disposition of these shares other than in compliance with the Act was imprinted on stock certificates evidencing the shares.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Delaware		13-3545623
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	x

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets
	~~September 30, 2014~~March 31, 2015 (Unaudited) and December 31, ~~2013~~2014 (Audited)	4

	Condensed Consolidated Statements of Operations
	Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2015 and 2014 ~~and 2013~~ (Unaudited)	5

	Condensed Consolidated Statement of Changes in Stockholders’ Equity
	~~Nine~~Three Months Ended ~~September 30, 2014~~March 31, 2015 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows
	~~Nine~~Three Months Ended ~~September 30,~~March 31, 2015 and 2014 ~~and 2013~~ (Unaudited)	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	2221

Item 4.	Controls and Procedures	2321

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	2423

Item 1A.	Risk Factors	2423

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2423

Item 3.	Defaults Upon Senior Securities	2423

Item 4.	Mine Safety Disclosures	2423

Item 5.	Other Information	2423

Item 6.	Exhibits	2524

SIGNATURES		2625

September 30, 2014	Cost		Fair Value		Unrealized Gain (Loss)
Available for sale:
Treasury Bills	$	9,498,680	$	9,499,865	$	1,185

31.1		Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002.*

31.2		Chief Operating Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002.*

32.1		Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.**

32.2		Chief Operating Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.**

101.INS		XBRL Instance Document. *

101.SCH		XBRL Taxonomy Extension Schema Document.*

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document. *

101.LAB		XBRL Taxonomy Extension Label Linkbase Document. *

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document. *

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document. *


	Preferred Stock				Common Stock				Additional		Accumulated			Treasury
	Shares		Amount		Shares		Amount		Paid in Capital		Deficit			Stock			Total
Balance, January 1, 2014		-	$	-		19,599,470	$	19,599	$	66,677,200	$	(60,265,438	)	$	(911,516	)	$	5,519,845
Options to employees and consultants						-		-		119,630		-			-		$	119,630
Common stock to be issued to employee for bonuses						12,500		12		19,988		-			-		$	20,000
Common stock issued for directors compensation						30,000		30		55,170		-			-		$	55,200
Common stock issued for payment of consulting services						107,461		107		199,393		-			-		$	199,500
Common stock issued for payment of employee compensation						20,658		21		35,603		-			-		$	35,624
Exercise of stock options for employees and consultants						281,766		282		161,249		-			-		$	161,531
Exercise of stock options for directors						75,000		75		41,175		-			-		$	41,250
Sale of Common Stock - Innovest and Series A
Convertible Preferred Shares		7,000	$	7		2,000,000		2,000		9,447,676		-			-		$	9,449,683
Net loss						-		-		-		(333,113	)		-		$	(333,113	)
Balance, September 30, 2014		7,000	$	7		22,126,855	$	22,126	$	76,757,084	$	(60,598,551	)	$	(911,516	)	$	15,269,150

Forfeited or expired	48,900	1.15	-	-
Outstanding, September 30, 2014	1,236,523	1.08	2.59	1,049,867
Exercisable, September 30, 2014	885,232	1.01	1.58	811,956

	Shares		$
Shares issued for director's compensation		30,000	$	55,200
Shares issued for employee compensation		20,658		35,624
Shares issued for services		107,461		199,500
Exercise of stock options for directors		75,000		41,250
Exercise of stock options for employees		130,100		104,615
Exercise of stock options for consultants		151,666		56,916
Preferred stock issued in Private Placement Offering		7,000		7,000,000
Net Proceeds from Private Placement Offering		2,000,000		2,449,683
		2,521,885	$	9,942,788