UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

~~FORM~~ Form 10-K

~~ANNUAL REPORT~~x ~~PURSUANT~~Annual TOreport ~~SECTION~~pursuant to Section 13 ORor 15(d) OFof the Securities Exchange Act of 1934 for the Fiscal Year ended December 31, 2010

~~THE SECURUTIES EXCHANGE ACT OF 1934~~or

~~For~~¨ Transition report pursuant to Section 13 or 15(d) of the ~~fiscal~~ ~~year~~Securities ~~ended~~Exchange ~~December~~Act ~~31,~~of ~~2009~~1934 for the transition period from __________ to __________

Commission ~~File~~ ~~Number~~file number: 000-~~53234~~ 53496

~~WILLING~~Valiant ~~HOLDING~~health care, ~~INC~~ Inc.

(Exact name of registrant as specified in its charter)

Florida

Florida	26-0655541
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3111 N. University Drive, Suite 625, Coral Springs, FL	33065
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code):	(954) 755-5564

Securities registered under to Section 12(b) of the Act:

(State or other jurisdiction of incorporation or organization)

None	None
(Title of Each Class)	(Name of Each Exchange on Which Registered)

Securities registered under Section 12(g) of the Act:

~~21218~~Common ~~St. Andrews~~Stock, ~~Ave~~$0.,0001 ~~#131~~par value per share

~~Boca~~ (Title ~~Raton,~~of ~~FL 33432~~Class)

~~(Address of~~Indicate ~~principal~~by ~~executive~~check ~~offices~~mark if the registrant is a well-known seasoned issuer, ~~including~~as ~~zip~~defined ~~code~~in Rule 405 of the Securities Act.) Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(~~561~~d) ~~705-4386~~ of the Act. Yes o No x

(telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes x No o

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.

Yes x No o

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~has ~~filers~~submitted ~~pursuant~~electronically toand ~~Item~~posted ~~405~~on ~~of Regulation~~its ~~S-K~~corporate isWebsite, ~~not~~if ~~contained herein~~any, ~~and~~every ~~will~~Interactive ~~not~~Data File required to be ~~contained,~~submitted and posted pursuant to ~~the~~Rule ~~best~~ 405 of ~~registrant’s~~Regulation ~~knowledge,~~S-T in(§232.405 ~~definitive~~of ~~proxy~~this orchapter) ~~information~~during ~~statements incorporated~~the bypreceding ~~reference~~12 inmonths ~~Part~~(or ~~III~~for ofsuch ~~this~~shorter ~~Form~~period ~~10-K~~that orthe ~~any~~registrant ~~amendment~~was required to ~~this Form~~submit ~~10-K~~and post such files). Yes o No o

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of isdelinquent afilers ~~large~~pursuant ~~accelerated~~to ~~filer,~~Item ~~an accelerated~~405 ~~filer,~~of aRegulation ~~non~~S-~~accelerated~~K ~~filer~~(§229.405 of this chapter) is not contained herein, orand awill ~~smaller~~not ~~reporting~~be ~~company.~~contained, ~~See~~ to the ~~definitions~~best of ~~“large~~registrant’s ~~accelerated filer~~knowledge,” ~~“accelerated~~in ~~filer”~~definitive ~~and~~proxy ~~“smaller reporting~~or ~~company”~~information statements incorporated by reference in ~~Rule~~Part ~~12b-2~~III of ~~the~~this ~~Exchange~~Form ~~Act.~~10-K ~~(Check~~or ~~one):~~any amendment to this Form 10-K. x

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.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

~~Indicate by~~(do not check ~~mark~~if ~~whether the registrant is~~ a ~~shell~~smaller ~~company~~reporting ~~(as defined in Rule 12b-2 of the Exchange Act~~company).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o No x

The estimated aggregate market value of the voting and non-voting common stock held by non-affiliates ofcomputed ~~the registrant,~~by asreference ofto ~~June 30, 2009, was approximately $2,627,916 based upon~~ the price ~~the~~at ~~shares~~which ~~were~~the ~~last sold. For purposes of this disclosure, shares of~~ common stock ~~held~~was bylast ~~persons~~sold ~~who~~on ~~hold~~the ~~more~~last ~~than~~business 5%day of the ~~outstanding~~registrant’s ~~shares~~most ~~of common~~recently ~~stock~~completed ~~and~~second ~~shares~~fiscal ~~held~~quarter bywas ~~executive~~approximately ~~officers~~$179,000. As ~~and directors~~ of ~~the registrant~~March ~~have~~31, ~~been~~2011, ~~excluded~~the ~~because~~registrant ~~such~~had ~~persons~~outstanding ~~may~~29,902,344 beshares ~~considered to be affiliates. This determination~~ of ~~affiliate~~common ~~status is not necessarily a conclusive determination for other purposes.~~stock,

~~Indicate the~~DOCUMENTS ~~number~~INCORPORATED ofBY shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: as of April 13, 2010 there were 27,802,344 Class A Common Stock and 1,500,000 shares of Class B Common Stock.REFERENCE

~~WILLING HOLDING,~~Certain ~~INC~~exhibits have been incorporated by reference in Part IV of this Form 10-K.

~~TABLE~~Index ~~OF CONTENTS~~to Form 10-K

			Page No.
		Page
Part I
Item 1.	Business	3		3
Item 2.	Properties			7
Item 1A.	Risk Factors	21
Item 3.	Legal Proceedings			7
Item 1B.	Unresolved Staff Comments	26
Part II
Item 2.	Properties	26
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			8
Item 3.	Legal Proceedings	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Plan of Operation			9
Item 4.	Removed and Reserved	27
Item 9A (T)	Controls and Procedures			13
Part II
Item 9B.	Other Information			14
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
Item 10.	Financial Statements			15
Item 6.	Selected Financial Data	27
Part III
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 11.	Directors and Executive Officers			16
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 12.	Executive Compensation			19
Item 8.	Financial Statements and Supplementary Data	31
Item 13.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			19
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	32
Item 14.	Certain Relationships and Related Transactions			20
Item 9A.	Controls and Procedures	32
Item 15.	Principal Accounting Fees and Services			21
Item 9B.	Other Information	33
Part IV
Part III
Item 16.	Exhibits			22
Item 10.	Directors, Executive Officers and Corporate Governance	33
Signatures				23
Item 11.	Executive Compensation	39
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	42
Item 13.	Certain Relationships and Related Transactions, and Director Independence	43
Item 14.	Principal Accounting Fees and Services	43
Part IV
Item 15.	Exhibits, Financial Statement Schedules	44

PART I

FORWARD LOOKING STATEMENTS

Statements included in this Annual Report that do not relate to present or historical conditions are called “forward-looking statements.” Such forward-looking statements involve known and unknown risks and uncertainties and other factors that could cause actual results or outcomes to differ materially from those expressed in, or implied by, the forward-looking statements. Forward-looking statements may include, without limitation, statements relating to our plans, strategies, objectives, expectations and intentions. Words such as “believes,” “forecasts,” “intends,” “possible,” “estimates,” “anticipates,” “plans,” “could,” “will” and similar expressions are intended to identify forward-looking statements. Our ability to predict projected results or the effect of events on our operating results is inherently uncertain. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Important factors that could cause actual performance or results to differ materially from those expressed in, or implied by, forward-looking statements include, but are not limited to: (i) industry competition, conditions, performance and consolidation, (ii) legislative and/or regulatory developments, (iii) our ability to grow our business through the acquisition of complementary businesses, (iv) risks associated with acquisition and the integration of assets or businesses we intend to acquire, (v) the effects of adverse general economic conditions, both within the United States and globally, (vi) success in retaining or recruiting officers, directors and employees, (vii) potential inability to obtain additional financing, particularly in light of the current liquidity crisis occurring in the United States and globally, (viii) limited pool of target businesses, and (ix) other factors described under “Risk Factors” below.

Forward-looking statements speak only as of the date the statements are made. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements.

ITEM 1.

BUSINESS

~~DESCRIPTION OF~~This ~~OUR~~Annual ~~COMPANY~~Report ~~AND~~on ~~ITS~~Form ~~PREDECESSOR~~10-K contains statements which constitute 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. These statements appear in a number of places in this Report and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company’s financing plans; (ii) trends affecting the Company’s financial condition or results of operations; (iii) the Company’s growth strategy, operating strategy and acquisition strategy; and (iv) the declaration and payment of dividends. The words “may,” “would,” “could,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “intend,” “plans,” and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control. Actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Among the key risks, assumptions and factors that may affect operating results, performance and financial condition are the Company’s reliance on payments from its franchisees for a large portion of its revenues, fluctuations in its quarterly results, ability to continue and manage its growth, liquidity and other capital resources issues, competition and the other factors discussed in detail in Item 1A “Risk Factors” below.

~~Our Company~~General/History

We were organized ~~as a technology company~~ in 2005. ~~and~~For ~~initially~~the ~~focused~~years ~~our~~2006, ~~efforts~~2007 ~~in the~~and ~~telecommunications~~until ~~industry~~July ~~and~~2008, the ~~development~~Company ~~and~~was ~~sale~~a ~~of Internet~~wholly-~~based products~~owned ~~and~~subsidiary ~~services.~~of ~~Our~~Perfect ~~operations~~Web ~~have~~Technologies, ~~primarily~~Inc. ~~been~~when ~~the~~it ~~telemarketing~~was ~~of various~~spun ~~products~~out ~~and~~as ~~services~~a ~~through~~separate ~~our~~company. The ~~subsidiary~~Company ~~New~~then ~~World~~entered ~~Mortgage,~~the ~~Inc. (“New~~business ~~World”). Initially,~~of ~~New~~telemarketing ~~World’s~~and ~~telemarketing~~Internet ~~consisted~~marketing ~~of selling~~managing ~~residential~~a ~~and~~call ~~commercial~~center ~~mortgages~~employing ~~and~~either ~~related~~a ~~products.~~live ~~However,~~operator asor a ~~result~~ ofrecorded ~~the~~message, ~~recent~~in ~~decline~~which incase ~~the~~it ~~mortgage~~is ~~industry~~known ~~and~~as ~~the~~“automated ~~real~~telemarketing” ~~estate market,~~using ~~New~~voice ~~World~~broadcasting ~~has~~to ~~re-trained~~acquire ~~its~~potential ~~telemarketing~~clients ~~and~~as ~~sales~~well ~~personnel~~as ~~to provide~~continuing ~~new~~through ~~Internet~~its ~~marketing~~wholly-owned ~~products~~subsidiary ~~and~~New ~~services~~World ~~including~~Mortgage, ~~search~~as ~~engine optimization~~a ~~(“SEO”)~~mortgage broker.

~~History~~ Pursuant to an Asset Purchase Agreement dated July 16, 2010 (the ‘‘Purchase Agreement’’), by and among Valiant Health Care, Inc. (formerly known as Willing Holding, Inc.) (Valiant), a Florida corporation and Valiant ACMS, Inc. (formerly known as Valiant Healthcare, Inc.), a Delaware corporation (“Valiant Delaware”), under which Valiant purchased all of the ~~Business~~assets of Valiant ACMS, Inc., with Valiant ACMS, Inc. receiving control over Valiant upon receipt of a majority of the common stock of Valiant. This transaction is referred to throughout this report as the “‘Merger”. The Merger was effective as of July 16, 2010. By virtue of the Merger, we acquired the assets and operations of Accessible Home Health Care, a franchisor of medical and non-medical home health care franchises.

~~Willing Holding~~Today, Valiant Health Care, Inc. operates under the “Accessible Home Health Care” name and marks and continues operating and selling franchises. Accessible Home Health Care is a recognized leader in the home/senior health care industry. We are the only franchisor in the industry that is committed to accrediting each of its franchises by the Joint Commission on Accreditation of Healthcare Organization (JCAHO), the internationally recognized leader in accrediting health care providers.

WeAccessible ~~were organized~~Home asHealth aCare ~~limited~~was ~~liability~~honored ~~company~~by inEntrepreneur ~~Florida in November 2005 under the name The Perfect Web LLC, and operated~~ as apart ~~subsidiary~~ of ~~Perfect~~its ~~Web Technologies,~~2011 ~~Inc. (~~“~~PWTI~~Franchise 500”~~). PWTI~~ ~~created~~list ~~this~~as ~~subsidiary~~being ~~for the purpose of building a telecommunications, technology and marketing company.~~ its

~~From~~· ~~2006 to~~196th ~~2007,~~best we began putting together our management team and a group of consultants to research the telecommunications and Internet marketing market and search for potential state and government contract and business opportunities.franchise;

We· ~~filed a~~154th ~~certificate~~best ofglobal ~~conversion~~franchise; ~~with the Secretary of State of Florida to convert to a Florida profit corporation in August 2007, changing our name to The Perfect Web, Inc.,~~ and then changed our name again to Willing Holding, Inc. in January 2008. On July 31, 2008, our then-majority shareholder, PWTI, spun-off 1,000,880 of its shares of our common stock to its shareholders. PWTI then returned to us the remaining 18,999,120 shares of our common stock for cancellation, effective as of the same date. The purpose of the cancellation was so that we could be an independent operating company after the spin-off. PWTI did not receive any compensation for the cancelled shares.

~~New World~~· ~~Mortgage,~~6th ~~Inc~~best top new franchise.

During 2008, we moved to complete our management team by locating experienced sales personnel. Having met and interviewed Mr. Kevin Leonard, the principal at New World Mortgage, Inc. (“New World”), we decided to acquire Mr. Leonard’s sales and marketing team and telemarketing call center through the acquisition of New World.

On April 15, 2008, we acquired 100% of the outstanding common stock of New World, a California corporation organized in March 2001, in exchange for issuing 25,000 shares of our common stock to Francis Leonard, the father of Kevin Leonard and previously the sole shareholder of New World. Since October 15, 2008, we and Francis Leonard have had the right to rescind the acquisition transaction on the terms set forth in the stock purchase agreement, including for example, bankruptcy of either party, death or permanent disability of Mr. Francis Leonard, failure of New World to maintain certain cash flow margins or our failure to use our best efforts to fund the growth of New World. This right of rescission has no expiration date.

~~General Development~~In Entrepreneur’s 2010 Franchise 500 list, we were ranked as the 476th best franchise and 83rd fastest growing franchise. In 2009, we were listed in the Franchise 500 list and as one of ~~Business~~the top 25 best new franchise opportunities. To place these achievements in proper perspective, the rankings are based on evaluating thousands of franchise opportunities being offered in the U.S. and ~~Overview~~internationally. In addition, most franchisors offer their opportunities for 15 years before making the Entrepreneur list. We achieved this accomplishment in only the third year of our franchise offering.

InThe ~~2003, Mr.~~following ~~Kevin~~shows ~~Leonard~~the ~~and~~number ~~his~~of ~~father,~~franchise ~~Francis~~units ~~Leonard,~~opened during initially founded New World as a privately held mortgage brokerage/banking firm. Until recently, as a company providing mortgage brokerage/banking services, New World specialized in both online and subprime lending and provided the ~~following~~given ~~six distinct services~~year: New World’s home and commercial loan programs included: purchase, refinance, debt consolidation, home equity loans, second mortgages, construction loans, and home improvement loans to a wide range of credit borrowers.

In· ~~July 2003, New World opened its first licensed location in the Southwestern United States. By July 2004, New World had opened its first licensed location in the Northeastern United States. In July~~ 2006, ~~the~~— ~~Company~~12 had licensed locations in 25 states and over 300 loan originators (“virtual loan officers”) and independent service branches and launched an online Broker and Banker Platform. Much of New World’s growth was attributable to its telemarketing call center located in its main office in Murrieta, California.units

~~New~~· ~~World acted~~2007 ~~primarily~~— as22 a mortgage broker generating potential home and commercial clients. New World, through its telemarketing and sales efforts and its virtual loan officers would utilize one-to-one relationships or its Broker and Banker Platform to match a home and commercial client mortgage request with a mortgage lender. In some situations, New World invested in mortgages by purchasing loans and seeking to resell them to investors. Unsold mortgages were held as company assets.units

In· ~~2006, New~~2008 ~~World~~— ~~created~~25 an online Broker and Banker Platform to utilize the Internet to cut down on the time it would take the virtual loan officers to create a data file of information on a prospective mortgage client, process the data with the mortgage lender or multiple lenders and obtain a mortgage commitment for a particular client.units

~~Online Broker~~· ~~and~~2009 ~~Banker~~— ~~Platform~~25 units

~~The Broker~~· ~~and~~2010 ~~Banker~~— ~~platform~~10 is New World’s online lead generation technology that offers a fast, online solution that matches a client’s mortgage loan information with lenders’ mortgage products designed to cut down on the time to a mortgage commitmentunits.

~~The Broker~~During a portion of the second and ~~Banker~~third ~~platform~~quarters isof ~~made~~2010, upwe issued a moratorium on the sale of new franchise units as we consolidated and streamlined our existing operations and undertook other important initiatives. As of December 31, 2010, we had a total of 95 units in 24 states and three countries, 94 of which were franchise outlets and one is a company-owned outlet. During the ~~following~~first ~~integrated components:~~quarter of 2011, we added six new franchise units.

· Web site Interface; · Client - online form and credit application; · Online communication of mortgage products; · Customer care support; · Automated email tools; · Product and pricing configuration for automated pre-qualified offers; and · Offer conditions and rules-based closing costs.Franchises

~~Mortgage Loan~~We ~~Process~~sell franchises for the right to establish and operate Accessible Home Health Care franchises, which is a home health care (medical and non-medical) business under the distinctive format and system and marks described below (collectively the “Accessible Home Health Care franchise” or “franchise”). As of the date of this report, we currently operate one company-owned home health care (medical and non-medical) business and have 65 operating franchise units and 30 territories sold that have not yet begun operations. We continue to offer franchises both nationally and in some instances outside of the United States, e.g. in Canada and India. Our goal is to have at least 125 franchises by December 31, 2011, although there can be no guarantee that we will be able to meet this goal given the current state of the U.S. and international economies and other factors. We currently estimate in our Franchise Disclosure Document that prospective franchisees will incur an estimated initial investment of between $107,000 and $124,000 for one franchise.

~~The virtual~~Our ~~loan~~current ~~officers~~franchise ~~independently~~fee ~~develop~~for ~~marketing~~one ~~plans~~franchise tois ~~locate~~$46,500 ~~potential clients of home~~ and ~~commercial~~we ~~mortgages.~~offer ~~The~~a ~~virtual~~discount ~~loan~~in ~~officers distribute~~ the ~~home~~case ~~and~~of ~~commercial~~multiple ~~mortgage~~franchise ~~leads to New World for the introduction to mortgage lenders either manually or through New World’s Broker and Banker Platform~~purchases. Our ~~New~~franchisees ~~World~~pay ~~has~~us ~~established~~a ~~relationships~~royalty ~~with~~of ~~mortgage~~5% ~~lenders~~of ~~that provided~~gross ~~various home and commercial mortgage options~~sales. “Gross ~~Clients~~sales” ~~seeking~~is ~~loan products~~defined ~~began~~in ~~the~~our ~~New~~franchise ~~World~~agreement ~~process~~as ~~either~~all ~~by contacting a virtual loan officer, contacting New World via its telemarketing~~ sales ~~organization~~of orevery ~~by completing~~kind ~~a form located on its online Broker~~ and ~~Banker~~nature ~~Platform.~~made ~~Clients would~~at ~~also contact a virtual loan officer~~ or aby ~~New World representative directly to complete a qualification form based on~~ the ~~instructions~~franchise ~~and~~less ~~answers~~applicable ~~to questions.~~sales ~~After~~or ~~the~~other ~~qualification~~taxes ~~form was complete, New World’s Broker~~ and ~~Banker~~ ~~Platform~~refunds ~~automatically retrieved the particular consumer’s credit score. The clients’ data~~ and ~~credit~~credits ~~scores~~made ~~are~~in ~~then~~good ~~automatically~~faith ~~compared~~ to ~~the underwriting~~arms’ ~~criteria~~length ofclients ~~the~~in ~~lenders~~accordance with ~~whom~~our westandards ~~had lending arrangements~~ and ~~mortgage~~ ~~product.~~specifications Iffor aissuing ~~client~~such ~~qualified~~refunds ~~they~~or ~~could~~credits. Currently, ~~receive~~we ~~multiple~~bill ~~loan~~our ~~offers in~~franchisees ~~response~~for ~~to a single request and then compare, review, and accept~~ the ~~offer that~~royalties ~~best~~on ~~suited~~a ~~their~~weekly ~~needs~~basis.

~~Repositioning~~ Our franchises provide care to all age groups from newborns to seniors requiring care in their home. The franchisee designs a customized plan of care for each client after their needs have been evaluated by the ~~Business~~franchisee. The franchisee then matches the client with a qualified caregiver who is compatible with the needs of the client. For circumstances in which medical care is needed, a plan of care is devised by the franchisee in conjunction with a client’s private physicians and/or nurses. The private physicians and/or nurses are not affiliated or employed by either the franchise or us. If a franchise desires to provide skilled medical care to its clients, then the franchisee and its caregivers that provide these services are licensed and certified for these services by the state where the services are given. Non-medical care services are also offered by our franchises. These services can include, among other matters, aid with personal hygiene, shopping and social outings.

In late 2007, New World’s management recognized the downward trend in housing and a demand for mortgage products and services. As a result, its management initiated the development of our proprietary search engine optimization (“SEO”) products and services at that time. The primary focus of SEO’s and in part, search engine marketing (“SEM”) firms, is to provide a higher search engine ranking, drive Internet traffic and improve indexing on the major search engines that in turn, delivers qualified consumers.

As a result, in 2009 New World ceased conducting business as a mortgage broker and discontinued all its mortgage operations.

New World’s Internet Marketing/Lead Generation and SEO Plan

Defining SEO Markets

While the overall number of searches continues to increase month by month, competition between the top search engines, Google, Yahoo, Microsoft and to a lesser extent Ask.com is marketed through new product, services and third party marketing platforms. Google In July, 2009, Yahoo and Microsoft have agreed to a pact where Microsoft will provide the underlying search technology on Yahoo’s popular Web sites. The pact will more broadly showcase Microsoft’s recent overhaul of its search engine, renamed Bing. The pact allows Yahoo to focus the company on its strengths as a producer of Web media sites and as a marketer in on-line display advertising. While Microsoft receives access to Yahoo’s search technology, Yahoo receives a big bump in annual revenues, 88% of the search-generated ad revenues from its own sites for the first 5 years of the 10-year deal.

~~What occurred~~Our ~~during~~business ~~the~~is ~~competitive~~distinguishable ~~buildup~~from ~~and~~other ~~commercial~~similar ~~success~~businesses ofby ~~search technology~~its isdistinctive aprocedures ~~new~~for ~~business~~operations; ~~has~~procedures ~~developed~~for bymanagement ~~smaller~~and ~~companies~~quality ~~who~~control; ~~have~~marketing, ~~created software~~advertising, and ~~business~~accounting ~~applications~~systems; ~~that~~training ~~use~~and ~~the~~assistance ~~top~~(collectively, ~~search~~the ~~companies~~“System”). Our asfranchises operate the ~~building~~ ~~blocks~~business ofunder ~~their~~our ~~business.~~registered ~~Utilizing~~service ~~its~~mark ~~experience~~(registration innumber ~~past~~3195925) ~~development of~~and ~~software~~trade ~~for~~name ~~managing~~“Accessible ~~its~~Home ~~mortgage~~Health ~~brokering~~Care” ~~business~~ and ~~its~~other ~~current telemarketing~~trade ~~and~~names, ~~sales organization~~trademarks toand ~~create~~service ~~business~~marks ~~leads~~we ~~New~~specify ~~World~~now ~~has created~~or ~~its~~might ~~SEO~~specify ~~platform~~in tothe ~~provide~~future ~~top~~for ~~rank~~use ~~search~~in ~~listings~~connection ~~for~~with ~~small~~the ~~business and~~System ~~professional~~(collectively, ~~service~~the ~~market~~“Proprietary Marks”).

~~New World~~Our franchise model is based on a simple but we believe to be an effective concept. We offer at a reasonable cost to our franchisees full back office services of billing, payroll and collections. A franchisee’s utilization ~~Local~~of ~~Search~~these ~~Platform~~services is generally optional. We prepare operational manuals for our franchises. By offering or supplying our franchisees with these services, this permits our franchisees to dedicate a majority of their time in selling and servicing their patients. We believe our franchising model results in having dedicated owner/operators as franchisees, as well as brand loyalty among personnel and patients.

~~New~~Our ~~World has~~model ~~created~~calls afor ~~market~~our ~~niche~~franchisees byto ~~providing~~be ~~its~~a ~~Internet~~full ~~marketing~~service senior/~~lead~~home ~~generation~~ health care company. Our franchisees provide all levels of care and ~~SEO~~accept ~~subscription~~payment ~~services~~from toall ~~small~~payers, ~~businesses~~such as insurance companies, private pay and ~~professional~~government programs. Our experience shows that this distinguishes our franchisees from our competitors in that they can only offer limited service and do not accept payment from all payers. In addition, we see an increased need for a national full service medical senior/home health care service company as insurance companies have increased their credentialing requirements for their network providers and in ~~targeted~~ ~~geographic~~the ~~areas~~process the non-medical companies are not qualified to serve this segment of the market. ~~The~~Also, ~~small businesses~~state ~~and~~regulatory ~~professional~~bodies ~~service~~are increasing their licensing requirements, thus rendering the majority of non-medical companies ineligible to provide the required care. Our experience has seen that many medical home health providers ~~may~~are ~~include~~limited due to the ~~following:~~ fact that they do not accept insurance company payments. Our systems and model successfully neutralize these barriers. Thus, our franchisees are able to capture this revenue.

·We ~~Lawyers~~currently ~~specializing~~have innumerous ~~specific~~national ~~areas~~agreements ~~like~~with ~~divorce;~~various ~~DUI~~insurance companies, ~~personal~~care ~~injury~~management incompanies, ~~Los~~Internet ~~Angeles,~~search ~~California;~~engines and government agencies where our franchisees are certified as approved providers immediately upon the opening of their franchise. These national agreements provide referrals or priority listings for our franchisees. We intend to increase our national agreements over time.

·We ~~Accountants~~believe ~~who~~that ~~specialize~~our proprietary operations and personnel management software system, “AccessSyst™,” provides our franchisees an edge in ~~tax~~expeditious billing and collections and personnel management. This helps them to lower their costs and increase their efficiency and quality of care. The AccessSyst™ system is used regardless of whether we undertake the billing and collections for a franchisee or ~~estate~~whether ~~planning~~the infranchisee ~~Hartford~~does these tasks. We also believe that our proprietary operational and management program, ~~Connecticut;~~“AccessEdge®,” helps our franchisees improve their quality of care as well as their bottom line.

·Pricing ~~Real~~of ~~estate~~services ~~brokers~~offered ~~who~~by ~~specialize~~our infranchisees ~~vacation~~is ~~rentals~~based inon ~~Orlando~~local market conditions, ~~Florida;~~including, but not limited to, the following factors:

·§ ~~Plumbers~~rates ~~who~~charged ~~specialized~~by ~~in clogged toilets in Boston, Massachusetts~~ competitors;

·§ ~~Electricians~~caregiver ~~who~~pay ~~are~~and ~~needed in Miami, Florida~~experience;

·§ ~~Florist~~services ~~who~~offered; ~~sell roses in San Diego, California.~~and

~~Starting in~~§ ~~2008,~~anticipated ~~New~~margin ~~World began~~ to ~~create the foundation of its SEO business by acquiring URL’s (Uniform Resource Locator (“URL”) specifies where an identified resource is available and the mechanism for retrieving it~~franchisee. The best-known example of which is the address of a web page on the World Wide Web), in targeted geographic locations for specific industries. Of which, an example is www.attorneyintemecula.com. New World now owns and manages hundreds of websites in local markets throughout the US.

Through the use of its software and business applications, New World works to get each of their websites ranked in the top search requests for the geographic location for a specific small business or professional service provider.

New World’s Products and Revenue Streams

New World’s primary revenue stream is driven by its established telemarketing sales organization to drive local business to monthly and annual subscription for top rank search listings in the Yahoo, Bing and Google local search. In addition to its telemarketing and sales organization New World utilizes its Internet marketing applications that include broadcast e-mail and SEO technologies to attract a target market to its products and services. New World’s SEO Platform positions its customers to come up for multiple key search phrases, drive traffic to the customers website, landing page and their Google, Yahoo and Bing local business page.

New World’s SEO Subscription Product

New World’s SEO subscription service includes the following:

· Development of website landing page for the customer,

· Detailed keyword research to identify the most effective key phrases to target,

· Top listing on Yahoo, Bing and Google local search,

· Detailed one-to-one consultation with you to outline strategy,

· Customer support that includes,

· Data on hits and views of the website landing page,

· Analytics implementation & monitoring, and

· Search request tracking and reporting for customers and ROI tracking.

New World uses its SEO platform and human expertise to optimize the URL managed by New World and each page of a customer’s website for top search engine placements. The entry level SEO subscription price starts at $89.00 per month. New World also sells six month and yearly subscriptions at a discount to the monthly price.

New World’s Internet marketing/ lead generation product.

New World’s Internet marketing product is a lead generator for specific business and professional service providers. New World expands its SEO platform to generate search engine placement results for a specific product or service. The Internet marketing and lead generation product is geared to those specific markets where individual leads may turn into large accounts for the customer.

~~Examples of~~Future ~~customers for the Internet marketing~~Acquisitions/~~lead~~Franchise generation service may be real estate agents selling high end properties. In this case New World generates leads utilizing its SEO platform, gathers data on the quantity of leads that will be created over a period of time then tests the quality of the lead. When the lead generation data is complete New World sells the leads in either or a combination of the following:Growth

·In atorder to achieve our objective of providing a ~~premium~~“Complete ~~price;~~Home orHealthcare Package™” by becoming a “One Stop Provider™, ” we intend to pursue the acquisition of certain other health care related companies. We intend in the short term to pursue the acquisition of a durable medical equipment company and a pharmacy. The addition of a pharmacy will allow us to offer this service to the 98% of our patients that we assist in filling prescriptions with independent pharmacies.

· The addition of a ~~percentage~~durable equipment provider will permit us to provide items such as wheel chairs, walkers, oxygen, etc. to our patients. We currently estimate that in excess of 85% of our patients are in need of such equipment. On November 12, 2010, Valiant entered into a definitive Stock Purchase Agreement (the ~~closed~~“Agreement”) ~~sale~~with ~~brought~~Atlantic Medical Supply, Inc, a Florida corporation and its two shareholders. Under the terms of the Agreement, Valiant will be purchasing all of the outstanding stock of Atlantic Medical, which when completed would then become a wholly-owned subsidiary of Valiant. The purchase is structured to take place in two stages. The first stage was consummated on byNovember 12, 2010 and under the ~~lead~~terms provided that Valiant would purchase 49% of Atlantic Medical’s outstanding stock (the “Atlantic Medical Stock”) in exchange for 1,500,000 shares of the Class A common stock of Valiant (the “Valiant Shares”).

~~Customers who~~Within ~~utilize~~180 days of the ~~Internet~~date ~~marketing/lead~~of ~~generation~~the ~~service~~Agreement, ~~typically~~Valiant ~~pay~~has ~~fees~~the ~~in excess~~option to acquire the remaining 51% of the outstanding stock of Atlantic Medical in exchange for $1.5 million and options to purchase 250,000 shares of Valiant’s Class A common stock at an exercise price of $0.0052 per ~~lead~~share ~~sold~~and a two-year term. During this 180-day period, the parties have agreed that they shall not under any circumstances sell, assign, or otherwise transfer or use as collateral or any loan or other form of indebtedness either the Atlantic Medical Stock or the Valiant Shares. In the event that Valiant is unable to pay the consideration for the remaining 51% of the outstanding stock of Atlantic Medical, then the Agreement will be terminated and Valiant shall return the Atlantic Medical Stock, pay under certain circumstances a fee of $30,000 and the shareholders of Atlantic Medical will be obligated to return 92.5% of the Valiant Shares.

~~COMPETITION~~The preceding description of the Agreement does not purport to be complete and is qualified in its entirety by reference to complete terms and conditions contained in the copy of the Agreement that is filed as Exhibit 2.1 as part of the Current Report on Form 8-K filed by Valiant on November 12, 2010. For information regarding the business and operations of Atlantic Medical, see “Business - Information Regarding Atlantic Medical Supply, Inc.” in this Item 1 of the Form 10-K.

WeAfter ~~face intense~~we ~~competition~~have inintegrated the ~~search~~durable ~~engine~~medical equipment provider and ~~Web~~pharmacy, ~~portal industry. Many~~we ~~other~~intend ~~competitors~~to ~~are~~attempt ~~well~~to ~~established,~~acquire ~~have~~an ~~greater resources~~infusion and ~~have~~hospice acompany ~~name~~within ~~and~~the ~~brand~~next ~~recognition~~two years. In ~~These~~the ~~companies~~long-term, ~~also~~we ~~have customer~~hope ~~bases~~to ~~that~~be ~~are~~able ~~much~~to ~~larger~~provide ~~than~~additional ~~ours~~in-home services to our patients, including chemotherapy, kidney dialysis and doctor-on-call services. Currently, Wethese ~~cannot~~services beare ~~sure~~being ~~that~~offered ~~our targeting~~by ofthe ~~small~~franchises ~~business~~located in India and ~~the~~Kenya, ~~professional~~which ~~service~~assets ~~providers~~were ~~will~~not ~~be successful~~a inpart ~~differentiating~~of ~~our~~the ~~services~~Agreement. However, we hope to learn from ~~those~~their ~~offered~~experience byas ~~our~~we ~~much~~determine ~~larger competitors~~the feasibility and ~~those~~governmental ~~smaller~~regulations ~~companies~~in ~~SEO,~~offering ~~SEM~~these ~~and~~additional ~~Internet~~services ~~advertising companies~~domestically.

~~Some~~The result of these acquisitions would enable us to reduce a patient’s need to deal with more than one provider for his or her needs, and make us their provider of choice as the ~~many~~“One ~~small~~Stop ~~business~~Solution™.” This ~~SEO~~will provide, ~~SEM~~we believe, not only lower costs to patients and ~~Internet~~their ~~advertising~~payers, ~~competitors include:~~if any, through the elimination of duplication of services, assessments and administration, but also enable a higher level of coordination of treatment and care.

·There ~~At.com~~is ~~local~~no guarantee that we will be able to locate suitable acquisition candidates or if such candidates are located, that we will be able to negotiate acceptable terms with such entities or their principals.

· TMP Directional Marketing,

· Local Search Ranking.com,

· 15Miles.com, ListedFirst.com,

· GeoLocalSEO,

· eLocal Listing,

· Customer Magnetism.

Customers

Our existing customers are located primarily in the United States and are derived from selling our Internet marketing/lead generation and SEO products and services. We do not currently depend on one or a few customers for our business. Our SEO products and service are sold on a subscription basis and our customers are charged month to month for the service. Our Internet marketing/lead generation premium services are sold on a lead by lead basis. We have small businesses and professional service providers as customers and do not anticipate relying on any major customers in the future.

Seasonality

Our SEO business is not seasonal and we do not anticipate that we will be subject to significant seasonal variations.

Research and Development

New World began conducting research and development activities for its SEO business in 2007.

Intellectual Property

We intend to protect our original intellectual property through a combination of non-compete and confidentiality agreements, along with patents, copyrights and/or trademarks as appropriate. Copyright laws and applicable trade secret laws may protect our proprietary algorithms and computer code. However, we have not initiated the process of applying for any federal copyright, trade mark or other similar registration.

We do not currently have adequate funds from operations to fund our growth strategy or any acquisition. It is likely that we will seek financing through a combination of debt and/or equity depending on the size and the terms of the acquisition. As a result of the recent lack of liquidity in the credit markets, however, it is unlikely that we will be able to borrow significant amounts of funds in order to acquire companies. We will therefore need to utilize equity through either the sale of our common stock publicly or privately or through the use of our common stock as consideration in the acquisition of a company. However, we may not be able to target or acquire strategic acquisitions on terms beneficial to us or our internal growth may not develop as expected.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

On August 10, 2009, the Board accepted the resignation of Gideon D. Taylor as Chairman and CEO. On August 10, 2009 the Board appointed Thomas L. DiStefano III as Chairman of the Board and CEO.

As of December 31, 2009, our subsidiary New World employed 6 full-time employees and 4 independent contractors. In addition, we currently employ our chief executive officer and the president of New World on a full-time basis. None of our employees are covered by a collective bargaining agreement. We believe that we have a good relationship with our employees

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

COMPLIANCE WITH GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to our general operations as well as Internet commerce and operations.

~~NEED FOR~~We ~~GOVERNMENT~~hope ~~APPROVAL~~to ~~FOR~~expand ~~ITS~~our ~~PRODUCTS~~franchise ORnetwork ~~SERVICES~~in the U.S. to 125 units by December 31, 2011. We intend to accomplish this by continuing our aggressive in-house sales efforts. In addition to domestic growth, we intend to expand our franchise network internationally. We hope to add six franchises in India in 2011. To assist us in accomplishing this, we have entered into an agreement with Franchising India, LTD, the largest franchise specialist in India, to market and sell these units. We hope to enter the Canadian market by selling four franchises in 2011. To assist us in accomplishing this, we have entered into an agreement with 4211014 Canada Inc., d/b/a M-FOUR INTERNATIONAL INC., an experienced and respected Canadian firm.

~~We are not required to apply for or have any government approval for our product or services.~~Market/Marketing/Publicity

~~REPORTS TO~~According ~~SECURITIES~~to ~~HOLDERS~~numerous studies and as published in the Wall Street Journal, home health care was a $70 billion industry in 2008 and is growing at an accelerated pace.

We ~~provide~~ anmarket ~~Annual Report that includes audited financial information to~~ our ~~shareholders.~~ Wefranchises ~~will make our financial information equally available~~ to ~~any interested~~individuals parties or investors through compliance with the disclosure rules for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements including filing Form 10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, (“SEC”), at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (httpwho:~~//www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.~~

~~ITEM~~· ~~2. PROPERTIES~~have the entrepreneurial spirit;

~~We currently~~· ~~occupy~~seek approximately 6,000 sq. ft. at 41655 Date Street, Suite 200, Murrieta, CA 92562 where the operations of New World are presently conducted. We believe the existing facilities are in good or excellent condition. The facilities are adequate for our current needs but may not be in the future as we anticipate an increase in our full-time employees. The lease term expired on December 31, 2007 and is currently a month to ~~month tenancy. The monthly base rent is $3,000.00. In 2009, New World, in an understanding with Top Rank Listing, Inc., moved the operational cost of the rent and utilities to~~ be ~~paid~~ by Top Rank Listing in consideration for New World utilizing its sales organization to market Top Ranks Listing’s products and services. Up until December 31, 2008 we occupied and leased approximately 1242 sq. ft. of office space located at 3 Centerview Drive, Suite 240, Greensboro, North Carolina 27407, for $1,242 per month. On March 24, 2010, we negotiated a lease buyout on all past due and future rent due for $10,000.00 with the current landlord Security National Properties.owner/operators;

~~ITEM~~· 3.want ~~LEGAL~~to ~~PROCEEDINGS~~be part of a growing industry;

On· ~~April 24,~~see ~~2007, Stearns Lending, Inc. (“Stearns”) instituted an action against New World and Francis Leonard in~~ the ~~Superior~~value ~~Court~~ of ~~the~~owning State of California, Riverside County, alleging breach of contract, specific performance, express contractual indemnity, unjust enrichment and declaratory relief. The complaint alleges that New World breached its indemnification obligations under the Loan Broker/Correspondent Agreement it entered into with Stearns on or about November 11, 2005. The agreement provided that New World would indemnify Stearns and hold it harmless against any claim, loss, damage, cost or other liability arising out of New World’s breach of any of its covenants, duties and/or obligations under the agreement. One of its obligations was that it would repurchase any loan Stearns funded that was found to be over 30 days delinquent within the first 120 days. Stearns claims that New World acted as a ~~broker~~medical ~~for a first~~ and ~~second~~non ~~mortgage~~medical to an individual in the aggregate amount of $622,000, and that the loans were over 30 days delinquent in the first 120 days. The complaint states that the defaults were never cured and that New World failed to repurchase or indemnify Stearns. Stearns was seeking monetary compensatory damages, which it claimed would likely exceed $622,000. New World and Stearns commenced negotiations and in July 2008 entered into a settlement agreement. The court has retained jurisdiction over the matter to enforce the terms of the settlement agreement. On December 29, 2009, the court ordered the settlement and judgment to be $75,557.50. As of the date of this Annual Report, the judgment has not been satisfied.unit;

~~On September~~· ~~20,~~are ~~2007,~~seeking Arthur Casale instituted an action in the Superior Court of California, County of San Diego, against New World and 12 other defendants including Kevin Leonard, New World’s chief executive officer. The plaintiff alleges a “mass conspiracy” of New World, GMAC Mortgage, LLC, Mortgageit, Inc., and several other title and escrow companies whereby all of the defendants have “come together to ~~create~~grow ~~a scheme”~~ by ~~which~~owning ~~they~~multi-unit ~~could~~locations ~~take~~at ~~the~~some plaintiff’s home in order to collect fees and commissions. The plaintiff claims $1,000,000 in damages. The matter is currently pending, since the individual whom the plaintiff accused of leading the conspiracy has died. A mediation occurred on November 18, 2008, however, the parties were unable to come to an agreement. We believe Mr. Casale’s claims are without merit, and we intend to vigorously defend against the claim.point;

~~On January~~· ~~25,~~have ~~2008, a judge in~~ the ~~Circuit~~required ~~Court~~liquid ~~for~~capital ~~Prince~~to ~~George’s~~begin ~~County, Maryland,~~their entered a judgment in favor of First Franklin Financial Corp. against New World in the amount of $319,860 for breach of contract. As of the date of this Annual Report, the judgment has not been satisfied.operations;

On· ~~July 21,~~have ~~2008, a default judgment against New World was entered in~~ the ~~United~~work ~~States District~~ethic ~~Court of the Eastern District of New York in Gary Hosking v. New World Mortgage, Inc. and New World Capital Holdings, Inc., Case No. 2007cv02200, for failure~~ to ~~appear~~make intheir aunit ~~class~~successful; ~~action lawsuit under the Fair Labor Standards Act to recover unpaid overtime compensation, liquidated damages, allegedly unlawfully withheld wages, statutory penalties,~~ and damages owed to certain loan officers formerly employed by New World. The amount of damages and attorney’s fees has yet to be determined by the court. On December 16, 2009, the court determined that service on Kevin Leonard and Francis Leonard was not effectuated.

understand the level of support and commitment provided by Valiant.

We market the sale of our franchises by (i) advertising on major franchise websites; (ii) use of Google pay-per-click with our franchise information website (www.accessiblefranchiseinfo.com); (iii) advertising in selective franchise publications, such as Entrepreneur, Franchise Gator, and Franchise Guide; (iv) attending a selective number of franchise trade shows; (v) attending conventions focusing on health care professionals; and (vi) through word-of-mouth. A large percentage of our sales have been generated from franchise websites.

The pool of potential franchisees is believed to be large and we believe we offer the following competitive advantages:

We are one of the few companies that offers both medical and non medical home health care;

We offer the largest territories in the industry. Our territory locations are at a minimum twice as large as any other franchise.

We provide support on every aspect of the medical and non medical business, including, but not limited to:

a. State licensing support;

b. State specific policies and procedures manuals;

c. Medicare applications support;

d. Medicare policies and procedures manuals;

e. Joint Commission on Healthcare Accreditation support and manuals;

f. All forms and paperwork needed to care for patients; and

g. All forms to hire caregivers.

On· ~~August 1,~~Generous ~~2008,~~multi-unit ~~New World and NEC Financial Services Inc~~discounts. (“NEC”) entered into a stipulation for judgment in NEC Financial Services Inc. v. New World Mortgage, Inc. and Francis Leonard, Case No. RIC 445282, in the Superior Court of the State of California, County of Riverside, whereby New World agreed to pay NEC the sum of $86,300 (the “Stipulation Amount”) for its breach of certain equipment leases. The court entered a judgment in the principal amount of $132,656 which shall be stayed so long as New World pays NEC the Stipulation Amount in installments over the course of the next three years.

~~On October~~Every ~~30,~~Accessible ~~2008,~~Home inHealth ~~First~~Care ~~Collateral~~franchise ~~Service,~~contains ~~Inc. v. New World Mortgage, Inc.; Francis Thomas Leonard, Case No. 74 148 Y 00479 08 LUCM, an arbitrator for the American Arbitration Association in the State of New York entered~~ a ~~judgment against~~population ~~New World in favor~~ of ~~First~~approximately ~~Collateral Service~~600,000 ~~Inc.~~people ~~(“First Collateral”)~~and inapproximately ~~the amount of $702~~70,~~751~~000 ~~(“Judgment~~seniors ~~Amount”)~~over ~~which~~65 ~~represents~~years ~~two performing loans which First Collateral has not been able to sell~~old. This ~~The~~key ~~judgment was entered as a result of New World~~demographic, ~~Francis~~the ~~Leonard~~65 ~~and~~year ~~First~~old ~~Collateral entering into a settlement agreement~~ and ~~release~~over ~~whereby~~seniors, ~~New~~is ~~World~~one ~~and~~of ~~Francis Leonard agreed to have a judgment entered against them for~~ the ~~Judgment~~fastest ~~Amount. New~~growing ~~World~~population ~~believes~~segments ~~that First Collateral will eventually be able to sell these two loans but~~ in ~~this economic climate, it is difficult to predict exactly when. At such time as those loans are sold, New World will be credited with~~ the ~~sale amount, but will be liable for any short fall, costs and fees not otherwise absorbed~~U.S. We Asbelieve ofthat ~~the date of~~ this ~~Annual~~segment ~~Report, the judgment has not been satisfied.~~is:

~~On December~~· 3,Driving ~~2008, a default judgment against New World was entered in~~ the ~~Supreme~~ ~~Court~~need offor ~~the~~both ~~State~~medical ~~of New York, County of Suffolk, in 900 Merchant’s Concourse, LLC v. Geneva Funding Corp., New World Mortgage, Inc.~~ and ~~Domenick Pisciotta,~~non ~~Index~~medical ~~No.~~home ~~005167/2008,~~health ~~in favor of 900 Merchant’s Concourse, LLC in the amount of $375,000 plus interest and costs. As of the date of this Annual Report, the judgment has not been satisfied.~~services;

~~Except~~· ~~as set~~Increasing ~~forth above, based on~~ the ~~information~~demand ~~available~~for toquality ~~us,~~home wehealth docare not believe we are currently subject to any other material litigation or legal proceeding. We are party to other litigations and other litigations may arise in the future which may be material and may or may not be in the ordinary course of business.providers;

~~Because the~~· ~~eventual~~Accessing ~~outcome~~long ofterm ~~any~~care ~~litigation~~insurance isbenefits ~~hard~~at toits ~~predict,~~highest we are not certain whether the eventual outcome of any new litigation will have a material adverse effect on our business. In addition, we may become involved in other litigation from time to time relating to claims arising in the ordinary course of our business which, even if not meritorious, could result in the expenditure of significant financial and managerial resources.rate;

~~PART~~· IILiving farther from family and requiring assistance from a company that demands the highest quality of service; and

~~ITEM 5. MARKET~~· ~~FOR~~Being ~~REGISTRANT’S~~discharged ~~COMMON~~from ~~EQUITY~~the hospital faster then ever, ~~RELATED~~driving ~~STOCKHOLDER~~the ~~MATTERS~~need ~~AND ISSUER~~for ~~PURCHASES~~home OFhealth ~~EQUITY~~services ~~SECURITIES~~higher.

~~The~~We ~~over-~~initially recommend and train our franchisees to seek patients who are unhappy with his or her current service provider or who are seeking care for the~~-counter~~ ~~market~~first ~~quotations~~time. This ~~reflect~~marketing ~~inter~~targets private pay and long-~~dealer prices~~term care insurance patients who need services on an immediate basis. A second level of marketing to hospitals, ~~without~~physicians ~~retail~~and ~~mark-up~~skilled nursing facilities is for patients with major medical insurance, ~~mark-down~~Medicare or ~~commission~~Medicaid. According to an industry analysis conducted by Metropolitan Insurance Company in 2008, 65% of home care services are paid for by individuals, with the remainder paid for by health care providers, insurance companies, Medicare and ~~may~~Medicaid, ~~not~~charitable ~~necessarily represent~~and ~~actual~~religious ~~transactions~~organizations and/or alternative health care planners/coordinators.

~~Our common~~Due ~~stock~~to ~~was~~its ~~listed~~cost oneffectiveness, ~~the~~home ~~OTC~~health ~~Bulletin~~care ~~Board~~service onis ~~August~~provided ~~19,~~to ~~2009~~individuals ~~under~~of ~~the symbol~~all ~~“WHDX”. The~~ages ~~high~~with ~~and~~long ~~low~~or ~~bid~~short ~~prices~~term ~~reflect~~disability ~~trading~~due ~~in our~~to ~~Common~~work ~~Stock~~related ~~between~~injury ~~that~~or ~~date~~auto/product ~~and~~related ~~December~~accidents ~~31,~~or ~~2009~~to senior citizens. There are three types of caregiver service requested by patients:

	HIGH		LOW		HIGH		LOW
	BID PRICES				ASK PRICES
Fiscal Year 2009:
Third Quarter	$	.25	$	.25	$	1.01	$	1.00
Fourth Quarter	$	.25	$	.25	$	1.01	$	1.00

(1) Chronic conditions, such as Alzheimer’s, Parkinson’s, and paralysis due to stroke. These patient needs increase from month-to-month and thus the level and quantity of care increases. On average, this type of patient requires our care for 22.8 months at a cost of $876 per week.

(b2) ~~HOLDERS -~~Convalescent Asconditions, ofsuch ~~April~~as ~~13,~~recovering ~~2010~~from elective or emergency surgeries or medical ailments that over time is cured or subject to control, ~~there~~ ~~were~~resulting ~~198 shareholders of~~in ~~record~~gradual of decrease in the ~~Company’s~~need ~~Common~~for ~~Stock~~our services. On ~~This~~average, ~~number~~these ~~does~~patients ~~not~~require ~~include:~~care for four to six weeks at a total cost of $5,500.

·(3) Companion ~~any~~care, ~~beneficial~~such ~~owners~~as ofassistance ~~common~~with ~~stock~~shopping, ~~whose~~cooking, ~~shares~~dressing, ~~are~~etc. These ~~held~~patients inrequire ~~the~~our ~~names~~care for a limited number of ~~various~~hours ~~dealers,~~a ~~clearing~~day ~~agencies,~~for ~~banks,~~a ~~brokers~~limited ~~and~~number ~~other~~of ~~fiduciaries~~weeks. On average, orthese clients require care for four to five months at a cost of $255 a week.

·Our ~~broker-dealers~~model oris ~~other~~geared ~~participants~~towards ~~who~~concentrating ~~hold~~on ormaximizing ~~clear~~the ~~shares~~patients ~~directly~~in or(1) ~~indirectly~~and ~~through~~(2) above due to the ~~Depository~~longevity ~~Trust~~and ~~Company,~~potential orfor ~~its~~increased ~~nominee~~revenues over patients in (3). In addition, ~~Cede~~these &patients Cohave proven to provide the best margins. We refer to these patients as our “Bulls Eye” of sales.

~~DIVIDENDS~~We train our franchisees to focus on providing the highest quality compassionate care from the heart. Accessible Home Health Care franchises are trained to provide what we believe to be the best service in the industry by:

We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors considers relevant.

~~SECTION RULE~~§ ~~12(G)~~being OFresponsive ~~THE~~to ~~SECURITIES~~its ~~EXCHANGE ACT OF 1934~~patients;

~~The Company’s~~§ ~~shares~~being ~~are~~responsive ~~covered by Section 12(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities~~ to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a ~~special suitability determination for the purchase and have received the purchaser~~patient’s ~~written~~ ~~agreement~~loved to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.ones:

~~Section~~§ ~~15(g)~~hiring ~~also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include~~ the ~~risk~~most ofexperienced ~~investing in penny stocks in both public offerings~~ and ~~secondary~~qualified ~~marketing~~caregivers; terms important in understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

~~SECURITIES AUTHORIZED~~§ ~~FOR~~having ~~ISSUANCE~~patient ~~UNDER~~quality ~~EQUITY~~assurance ~~COMPENSATION~~programs ~~PLANS~~in place; and

In§ ~~2009 we~~being ~~had~~available ~~no Incentive or Compensation Plans~~24/7.

~~PURCHASES~~Franchisee OFmarketing ~~EQUITY~~is ~~SECURITIES~~conducted BYdirectly ~~THE~~to ~~ISSUER~~sources ~~AND~~of ~~AFFILIATED PURCHASERS~~referrals, such as senior housing and centers, hospitals, physicians, skilled nursing facilities, churches and other houses of worship, through insurance agent and bank trust contacts and by word-of-mouth. Advertising is undertaken in order to directly market patients and their relatives or other loved ones in small local community newspapers, senior-focused publications and newsletters, church or other house-of-worship newsletters and on the Internet.

~~There were~~We noalso ~~purchases~~seek to obtain the promotion of ~~shares~~Valiant, as the franchisor, and our franchisees on both a local and national level. We undertake these publicity efforts through press releases, speaking at franchise conferences and health care conferences, publishing a corporate newsletter, use of promotional items and promoting our ~~common~~website. We ~~stock~~encourage byour usfranchisees orto ~~any~~attempt ~~affiliated purchasers~~to ~~during~~garner ~~the~~favorable ~~year~~publicity ~~ended~~in ~~December~~their 31territory in many of the same ways, ~~2009~~but also through writing articles on the home health care business for local newspapers or newsletters and use of promotional items.

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Competition

~~The following~~While ~~discussion~~we ofbelieve ~~our~~that ~~financial~~the ~~condition~~market for home health care services (medical and ~~results~~non-medical) ofis ~~operations~~not ~~should be~~yet ~~read~~fully indeveloped, ~~conjunction~~it ~~with~~is highly competitive. We and our ~~financial~~franchisees ~~statements~~compete with other local, regional and ~~related~~national ~~notes~~home ~~included in~~health care businesses offering similar services. We believe that the marketing differentiation for our ~~audited~~business ~~financial~~is ~~statements~~our ~~under~~network ~~Item~~of 10national referral prospects, direct advertising, and proven marketing program. Some of ~~this~~our ~~Annual Report~~competitors include Brightstar, Right at Home, Comfort Keepers, Visiting Angels, Home Instead and Homewatch.

~~Statements included~~Government in this document, or incorporated herein by reference, that do not relate to present or historical conditions are “forward-looking statements” within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Additional oral or written forward-looking statements may be made by the Company from time to time, and such statements may be included in documents that are filed with the SEC. Such forward-looking statements involve risks and uncertainties that could cause results or outcomes to differ materially from those expressed in the forward-looking statements. Forward-looking statements may include, without limitation, statements relating to the Company’s plans, strategies, objectives, expectations and intentions and are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “believes,” “forecasts,” “intends,” “possible,” “estimates,” “anticipates,” “expects”, and “plans” and similar expressions are intended to identify forward-looking statements. The Company’s ability to predict projected results or the effect of events on the Company’s operating results is inherently uncertain. Forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those discussed in this document. Factors that could affect the Company’s assumptions and predictions include, but are not limited to, risks related to:Regulation

·The health care industry ~~competition~~is subject to extensive regulation by a number of governmental entities at the federal, ~~conditions~~state and local levels. The industry also is subject to frequent legislative and regulatory changes. Our business is impacted not only by those laws and regulations that are directly applicable to us, ~~performance~~but also by certain laws and ~~consolidation;~~regulations that are applicable to our franchisees, payors and patients. If we fail to comply with the laws and regulations applicable to our business, we could suffer civil and/or criminal penalties and we could be excluded from participating in Medicare, Medicaid and other federal and state health care programs.

·In ~~product~~addition, ~~demand~~numerous federal and ~~market~~state ~~acceptance~~privacy ~~risks;~~and security laws and regulations, including the Federal Health Insurance Portability and Accountability Act of 1996 , as amended by the Health Information Technology For Economic and Clinical Health Act (collectively “HIPAA”), govern the collection, dissemination, security, use and disclosure of patients’ individually-identifiable health information. As part of our provision of, and billing for, home health care services, we are required to collect and maintain such protected patient-identifiable health information. New health information standards, whether implemented pursuant to HIPAA, congressional action, state legislative actions or otherwise, could have a significant effect on the manner in which we handle health care related data and communicate with payors. Moreover, the cost of complying with these standards could be significant. While we believe we comply in all material respects with HIPAA, and comparable state privacy and security requirements, we cannot provide any assurance that governmental authorities will find that our business practices comply with current or future administrative or judicial interpretations of these regulations. Sanctions for failure to comply with these federal and state laws include significant civil and criminal penalties. A violation could subject us to penalties, fines or possible exclusion from the Medicare or Medicaid programs. Such sanctions could adversely impact our financial condition, revenues, profit margins, profitability, operating cash flows and results of operations.

· legislative and/or regulatory developments;

· the presence of competitors with greater financial resources than us;

· exposure to obsolescence due to the rapid technological changes occurring in Internet and marketing industries; and

· effects of adverse general economic conditions within the United States; or financial performance.

References in this report to “we,” “us” or “our company” refer to Willing Holding, Inc.

Overview

With the acquisition of our wholly-owned subsidiary, New World, in April 2008, a significant portion of our operations have consisted of providing mortgage and e-commerce products and services through our telemarketing call center and sales organization. Until 2008, New World’s operations had primarily consisted of acting as a mortgage broker for the lending and investing of funds in real estate mortgages. New World had accomplished this through its telemarketing group, which operated a call center in Murrieta, California. We have continued our efforts to grow our business within the Internet marketing and SEO industries and intend to use New World’s sales organization and telemarketing experience in the support of those endeavors.

The ~~residential~~ ~~real~~federal ~~estate~~government ~~market in the United States~~ has ~~experienced~~made a ~~significant~~ ~~downturn~~policy ~~due~~decision to ~~declining~~significantly ~~real~~increase ~~estate~~the ~~values,~~financial ~~substantially~~resources ~~reducing mortgage~~allocated ~~loan~~to ~~originations~~enforcing ~~and~~the ~~securitizations,~~health ~~and~~care ~~precipitating~~fraud ~~more generalized credit market dislocations~~ and aabuse ~~significant contraction in available liquidity globally, which has negatively impacted our revenues~~laws. ~~This economic~~Private ~~downturn~~insurers ~~has~~and ~~affected~~various ~~our~~state ~~ability~~enforcement toagencies ~~generate~~also ~~revenue~~have ~~that~~increased ~~we historically~~their ~~generated~~level ~~from~~of ~~selling~~scrutiny ~~mortgage~~of ~~products~~health ~~and~~care ~~services.~~claims ~~Our telemarketing~~in ~~call~~an ~~center~~effort ~~and sales organization was not able~~ to ~~generate~~identify ~~sales for~~and ~~our~~prosecute ~~Internet~~fraudulent ~~marketing~~ and ~~SEO~~abusive ~~products~~practices atin the ~~previous~~health ~~two~~care ~~years gross revenue levels for 2009~~area.

~~In mid-2007,~~Our ~~New~~franchises ~~World’s~~may ~~management~~also ~~recognized~~be ~~the~~subject ~~downward~~to ~~trend~~various instate ~~housing~~laws ~~and the~~requiring ~~demand~~or ~~for~~regulating ~~mortgage~~them. The ~~products~~franchisees must obtain, maintain and ~~services.~~own Asany ahealth ~~result~~care or employment related permits, ~~its~~licenses, ~~management initiated~~or ~~the~~other ~~development~~indications of ~~our~~authority ~~proprietary~~in ~~search~~order ~~engine~~for ~~optimization~~them ~~(“SEO”) products~~to ~~and~~operate. These ~~services~~may atinclude ~~that~~a ~~time.~~home ~~The~~health ~~primary~~agency ~~focus~~license ofand/or ~~SEO’s~~a nursing agency license; and ina ~~part, search~~certificate ~~engine~~of ~~marketing~~need. ~~(“SEM”)~~We ~~firms,~~and isour franchisees are also subject to ~~provide~~employment alaws ~~higher~~such ~~search~~as ~~engine ranking,~~the ~~drive~~Fair ~~Internet~~Labor ~~traffic~~Standards Act and ~~improve~~various ~~indexing~~state onlaws ~~the~~governing ~~major~~such ~~search~~matters ~~engines that~~as inminimum ~~turn~~wages, ~~delivers~~overtime ~~qualified~~and ~~consumers~~working conditions. In ~~During~~addition, ~~2009~~we ~~New~~and ~~World~~our franchises ~~ceased~~are ~~its operation~~subject sto inother laws or regulations that are not specific to the ~~mortgage~~home health care industry, but applicable to businesses generally.

WeHealth doCare ~~not currently~~Reform have adequate cash funds from operations to fund our growth strategy or any acquisition. It is likely that we will seek financing through a combination of debt and/or equity depending on the size and the terms of the acquisition. As a result of the recent lack of liquidity in the credit markets, however, it is unlikely that we will be able to borrow significant amounts of funds in order to acquire companies. We will therefore need to utilize equity through either the sale of our common stock publicly or privately or through the use of our common stock as consideration in the acquisition of a company. However, we may not be able to target or acquire strategic acquisitions on terms beneficial to us or our internal growth may not develop as expected.Legislation

~~Recent Event~~Economic, political and regulatory influences are subjecting the health care industry in the United States to fundamental change. Health care reform was only recently passed by the federal government and not all provisions of that reform are currently in effect. We anticipate that federal and state government bodies will continue to review and assess alternative health care delivery systems and payment methodologies and public debate of these issues will continue in the future. Due to uncertainties regarding the ultimate features of reform initiatives and their enactment and implementation, we cannot predict, which, if any, of such reform proposals will be adopted or when they may be adopted or that any such reforms will not have a material adverse effect on our financial condition, revenues, profit margins, profitability, operating cash flows and results of operations.

OnHealth ~~March 23,~~care ~~2010,~~is ~~the~~an ~~Company~~area of extensive and ~~11i~~dynamic ~~Solutions,~~regulatory ~~Inc~~change., aChanges ~~Georgia~~in ~~corporation (“11i Solutions”), entered into a Purchase Agreement (~~the ~~“Agreement”),~~law ~~effective March~~or ~~26,~~new ~~2010. The~~interpretations ~~parties~~of ~~additionally~~existing ~~entered~~laws ~~into~~can anhave ~~Escrow Agreement~~a ~~(“Escrow~~dramatic ~~Agreement”)~~effect on ~~March~~permissible 26activities, ~~2010. As per~~ the ~~terms~~relative ~~of the~~costs ~~Agreement~~associated ~~11i~~with ~~Solutions~~doing ~~will~~business ~~acquire~~and ~~a majority position in~~ the ~~capital stock~~amount of ~~the~~reimbursement ~~Company.~~by ~~The~~government ~~Board~~and ofother ~~Directors~~third-party ~~of the Company has unanimously approved the Purchase Agreement~~payors.

11i Solutions provides wireless technologies and other services and hardware to a variety of rapidly expanding markets, specifically: critical infrastructure security, antiterrorism, homeland security, intelligence, and law enforcement. 11i has designed and developed innovative, multi-purpose solutions, addressing the growing problem of the malicious use of cellular-wireless technology. 11i targets the commercial, government and international markets for its products and services. 11i Solutions is headquartered in Kennesaw, Georgia.Employees

~~Upon~~As ~~the terms and subject to the conditions~~ of ~~the~~December ~~Agreement~~31, ~~11i Solutions purchased 25~~2010,~~000,000~~ ~~shares~~we ofhad ~~the~~19 ~~Class~~employees. AOf ~~common~~these ~~stock~~employees, of10 ~~the~~were ~~Company~~engaged ~~(the~~primarily ~~“Shares”) pursuant to the distribution terms provided~~ in ~~the~~franchisee ~~Escrow~~support ~~Agreement~~and ~~for $225~~service,~~000.00. Pursuant~~ totwo ~~the~~in ~~terms~~sales ofand ~~the~~marketing ~~Agreement~~and ~~Thomas~~seven ~~L. DiStefano~~in ~~III~~finance ~~resigned as chief executive officer of the Company~~ and ~~Domingo M~~administration. ~~Silvas~~ ~~III~~Our ~~was~~employees ~~appointed~~are asnot ~~the~~covered ~~new chief executive officer. Subsequent to the resignation of Mr. DiStefano he was reappointed as CEO~~ by ana ~~Amendment~~collective tobargaining ~~the~~agreement Purchase Agreement. In the Amendment Mr. DiStefano remains the Company’s Chief Executive Officer (“CEO”) until the first payment of the purchase price in the amount of $75,000 (or receipt of the First Installment) in order to maintain cohesive order in the Company’s s business operations and ~~this~~we ~~provision~~have ~~shall~~experienced ~~amend~~no ~~Section~~work 5stoppages. g.We ~~iii~~consider ~~and~~our ivemployee ~~of the~~relations ~~Agreement. Additionally,~~to ~~Melissa~~be Kgood. ~~Conner~~ ~~resigned~~We asbelieve ~~a director of the Company under the terms of the Agreement. The Agreement provides~~ that ~~Mr.~~our ~~DiStefano~~future growth and ~~Mr.~~success ~~Silvas~~ will ~~serve~~depend ~~as co-chairmen~~upon ofour ~~the~~ability ~~Company~~to ~~until~~retain ~~all~~and ~~closing~~continue ~~conditions~~to ~~under~~attract ~~the~~highly ~~Agreement~~skilled and ~~the~~ ~~Escrow~~motivated ~~Agreement~~personnel ~~have~~in ~~been satisfied. The terms of the Agreement include 11i Solutions paying~~ all ~~the~~areas ~~outstanding debt obligations~~ of ~~the~~our ~~Company during a ninety day period commencing on March 26, 2010, the effective date of the Agreement~~operations. At such time as the full purchase price for the Shares has been paid and all outstanding debt obligations of the Company have been discharged under the terms of the Escrow Agreement, Mr. DiStefano will resign from his position as co-chairman of the Company.

Upon completion of the terms of Escrow Agreement, the Company’s new chief executive officer will become Domingo M. Silvas III. Mr. Silvas served in the United States Army NG as a combat medic from March 1992 to March1996. From December 1996 through March 2000 he was an operation manager for NAF located in Germany. In 2000 he founded Leads Direct a web-based online management/delivery system for clients and their sales associates. From March 2005 to September 2007 Mr. Silvas was a senior project director for Core Technologies. In August 2007, Mr. Silvas founded 11i Networks, Inc. and became its Chairman where he raised the initial startup capital, and recruited the management team. In Jan 2010, 11i Networks, Inc.’s subsidiary 11i Solutions, Inc. was launched as a wireless technology company with products and solutions developed for anti-terrorism and homeland security.Properties

InOur ~~July 2009, while~~headquarters ~~serving~~are aslocated ~~chairman~~in ofapproximately ~~11i Networks~~4,500 ~~Inc.,~~square ~~Mr. Silvas became~~feet ~~chief executive officer~~ of ~~AquaGold~~leased ~~International~~office ~~Inc. (OTCPK:AQUI)~~space ain ~~water~~Coral ~~bottling~~Springs, ~~company~~Florida, ~~with~~a ~~the~~suburb ~~purpose~~ of ~~restructuring~~Fort ~~its management team and creating business development opportunities~~Lauderdale. ~~Mr.~~ ~~Silvas~~The ~~resigned from AquaGold International~~space ~~Inc. in~~is ~~December~~leased ~~2009~~for ~~to concentrate exclusively on 11i Solutions, Inc. and its capital formation, technology development, business development and transition from~~ a ~~private~~term toending ain ~~public company~~2015.

The Company is not aware of any arrangement or understanding between Mr. Silvas and any other person, pursuant to which he was selected as a director except as provided in the Agreement. Mr. Silvas is not a party to any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.

~~The Agreement~~Information ~~contains~~regarding ~~certain~~Atlantic ~~rescission~~Medical ~~rights for both the Company and 11i Solutions including without limitation the mutual right to rescind the Agreement if 11i Solutions has not complied with the terms of the Agreement~~Supply, ~~including full payment of the purchase price for the Shares within the ninety day term~~Inc. ~~As of the date of this Annual Report the Purchase Agreement and Escrow Agreement remain in effect.~~

The foregoing descriptions of the Agreement and Escrow Agreement are only summaries, do not purport to be complete and are qualified in their entirety by reference to the Agreement and Escrow Agreement, attached in the exhibit index to this Annual Report, which agreements are incorporated herein by referenceGeneral.

~~The Agreement~~Atlantic ~~and~~Medical ~~Escrow~~Supply, ~~Agreement~~Inc. ~~have~~(“AMS”) ~~been~~is ~~included~~a tofull ~~provide~~line ~~security~~durable ~~holders with~~medical ~~information~~equipment ~~regarding~~business ~~their~~providing ~~terms.~~quality ~~The~~products ~~representations, warranties~~ and ~~covenants~~ ~~contained~~services in ~~the~~South ~~Agreement~~Florida ~~and~~since ~~Escrow~~1993. ~~Agreement~~AMS ~~were~~is ~~made~~accredited ~~only for purposes of the Agreement and as of specified dates, were solely for the benefit of the parties to the Agreement, and may be subject to limitations agreed upon~~ by the ~~contracting~~Joint ~~parties,~~Commission ~~including~~on ~~being~~Accreditation ~~qualified by confidential disclosures exchanged between the parties in connection with the execution~~ of ~~the~~ ~~Agreement~~Healthcare ~~and~~Organizations ~~Escrow Agreement~~(JCAHO.) ~~The~~AMS ~~representations~~offers ~~and~~a ~~warranties~~staff ~~may have been made for the purposes~~ of ~~allocating~~experienced ~~contractual risk between the parties to the Agreement~~ and ~~Escrow~~trained ~~Agreement~~professionals, ~~instead~~including ofcertified ~~establishing~~respiratory ~~these~~therapists ~~matters as facts,~~ and ~~may~~stands beby ~~subject~~its toreputation ~~standards~~ of ~~materiality~~keeping ~~applicable~~customer toservice ~~the contracting~~as ~~parties~~its ~~that~~top ~~differ from those applicable to potential investors and other third parties~~priority. ~~Information~~The ~~concerning~~company ~~the~~has ~~subject~~differentiated ~~matter~~itself ofin the ~~representations~~ ~~and~~marketplace ~~warranties~~by ~~may~~its ~~change~~JCAHO ~~after the date the Agreement and Escrow Agreement~~accreditation, ~~which~~providing ~~subsequent~~high ~~information~~quality ~~may~~equipment orwith ~~may~~the ~~not~~latest betechnology ~~fully~~and ~~reflected in~~same ~~the~~day ~~Company’s~~delivery ~~public disclosures~~service.

~~Results~~ Beginning in 2011 in the U.S., it is estimated that approximately 10,000 persons will be turning 65 every day for the next 20 years. Currently, Medicare covers 46 million Americans and when the last of ~~Operations~~the baby boomers turns 65 in two decades, the Medicare program will be covering over 80 million Americans. According to U.S. Census data, by 2025 Florida is expected to remain the “oldest” state with more than 26% of the population aged 65 and older. This enormous growth of the elderly population will be requiring products and services that are the core business of AMS.

~~Twelve Months~~AMS ~~Ended~~employees ~~December~~take ~~31,~~pride ~~2009~~in ascaring ~~Compared~~for ~~with~~the customer and this philosophy has been the ~~Twelve Months Ended~~foundation ~~December~~that 31AMS was built on over 15 years ago. Currently, ~~2008~~AMS employs 10 people and all employees must go through an extensive screening and background check. AMS covers all aspects of home care including durable medical equipment, home oxygen, sleep therapy, home safety products, rehabilitation products and ambulatory aids. AMS has a strong respiratory niche and believes this part of its business will continue to increase due to the growth in the population of seniors over 65.

The ~~current~~ ~~economic~~distribution ~~downturn~~of inproducts ~~the~~and ~~housing~~services is done with uniformed delivery technicians. AMS guarantees friendly and ~~mortgage~~timely ~~industries~~delivery ~~has~~of ~~especially affected~~medical ~~revenue~~equipment ~~that~~to weall ~~have~~customers ~~historically~~living ~~generated~~in ~~from~~the ~~selling~~Miami-Dade, ~~mortgage products~~Broward and ~~services~~Palm Beach county areas. ~~Our~~ ~~Telemarketing~~Customers ~~Group~~in ~~did~~the ~~not~~tri-county ~~return~~area tocan ~~its previous~~receive ~~revenue~~most ~~levels~~products ~~generated~~within ~~from~~a ~~selling~~24-hour ~~mortgages~~period ~~and~~after ~~revenues~~placing ~~were substantially~~orders ~~lower~~with AMS.

~~Revenues. Revenues~~ The key and primary performance measure for the ~~twelve~~durable ~~months~~medical ~~ended~~equipment ~~December~~industry ~~31,~~is ~~2009~~based ~~were~~on ~~$259,521,~~oxygen ~~which~~patient ~~was~~census. ~~primarily~~ AMS specializes in respiratory products due to ~~our~~its ~~SEO~~relatively ~~business~~higher margins and ~~the~~targets ~~winding~~physician ~~down~~offices ofand ~~our~~hospitals ~~mortgage~~with ~~business~~the ~~as compared~~latest totechnology ~~$1,156,616~~ in ~~revenue~~oxygen ~~during~~devices. AMS utilizes the ~~twelve~~superiority ~~months ended December~~of ~~31,~~its ~~2008~~products ~~that~~to ~~included~~differentiate ~~remaining~~itself ~~mortgage~~from ~~related products~~its competitors and ~~services~~gain ~~for~~market ~~which~~share wefor ~~had~~new ~~outstanding~~oxygen ~~work orders~~patients. We ~~do not~~AMS ~~anticipate~~utilizes ~~revenues~~its ~~being~~billing ~~generated~~software ~~from~~to ~~our~~monitor ~~former~~its ~~mortgage business~~oxygen census daily.

~~Operating~~Durable ~~Expenses. Operating~~Medical expenses for the twelve months ended December 31, 2009 were $2,159,004, which includes selling and general administration costs (“SGA”) as compared to $4,134,391 in operating expenses of which are attributed to SGA during the twelve months ending December 31, 2008Equipment. During 2009 our wages were primarily commission based and made up the significant portion of our operating expenses with the rent and utilities and other operating expenses being paid by our partner Top Rank Listing. In the twelve months ending December 31, 2008, wages and related costs equaled $831,489 and SGA costs were $1,451,181 that were the predominant portion of operating expenses. Wages and related costs were substantially higher as compared to revenue than it has historically been for New World, due to the fact that we have kept our Telemarketing Group and sales organization to re-train for the SEO product and services and our relationship with Top Rank Listing.

~~Loss~~Rentals ~~from Operations. Our loss from operations for the twelve months ended December 31, 2009 of $(1,899,483) includes $1,521,352 in termination of employment agreements~~ and ~~their~~sales ~~prepaid expenses plus the reversal~~ of ~~stock~~durable ~~options~~medical ~~and their~~equipment ~~expenses~~represented ~~and~~18% ~~loss on fixed assets that has been recorded as an expense as compared to the same period ended December 31, 2008 losses~~ of ~~$(3,733,662). Aside~~ ~~from~~its usgross ~~incurring~~revenues ~~employment~~for ~~termination, stock option reversal expenses and loss on fixed assets our losses reflect our transition into~~ the ~~SEO~~year products and services industry and are indicative of the adverse effect the economic downturn in the housing and mortgage industry has had on our Telemarketing Group. Additionally the Net Loss reflected in the twelve months ended December 31, ~~2009 does not include the judgment liabilities none of which we believe will impair our ability to continue our Telemarketing Group business selling SEO products and services~~2010.

~~In addition,~~AMS ~~New~~provides ~~World~~a ~~has~~comprehensive ~~been~~line ~~subject~~of todurable ~~litigation~~medical ~~arising~~equipment, ~~from~~such ~~its~~as ~~mortgage operations~~hospital beds, ~~many~~wheelchairs, ofwalkers, ~~which~~patient weaids ~~believe~~and ~~have~~other noancillary ~~merit~~supplies, orfor ~~are~~rental inor ~~some~~sale, ~~cases fraudulent.~~to ~~However,~~serve asthe aspecific ~~result~~needs of our ~~subsidiary’s~~patients. ~~deteriorating financial condition~~Typically, welower ~~have~~cost ~~not~~items, ~~had~~such ~~the~~as ~~available~~patient ~~funds~~aids toand ~~defend~~walkers, ~~New~~are ~~World~~sold ~~against~~and ~~many of~~higher ~~these~~cost ~~claims. This~~items, ~~has~~such ~~resulted~~as inhospital ~~courts~~beds ~~entering~~and ~~several default~~wheelchairs, ~~judgments~~are ~~against New World~~rented.

~~This litigation~~Oxygen ~~has had a material impact on our revenues, expenses,~~ and ~~net~~Other ~~loss during~~Respiratory ~~the~~Therapy ~~twelve~~Equipment ~~months ending December 31, 2009~~ and may have a material impact going forward. If the holders of any judgments attempt to enforce those judgments, it will have a material adverse effect on our business, results of operations, financial position and liquidity.Services

~~Cash Flows~~Rentals and sales of oxygen and other respiratory therapy equipment and services represented 82% of AMS’s gross revenues for the year ended December 31, 2010. AMS derives its revenues principally from reimbursement by third-party payors. AMS accepts assignment of insurance benefits from patients and, in most instances, invoice and collect payments directly from Medicare and private insurance carriers, as well as directly from patients under co-insurance provisions.

Operating Activities. Net cash flow provided by operating activities was a loss of ($1,889,483) with $2,950 net cash provided by operating activities during the year ended December 31, 2009. This primarily resulted from the conversion of debt to equity, cancellation of employment agreements, stock based compensation, prepaid expenses and the disposal of fixed assets.

~~Investing~~Patients ~~Activities.~~in ~~Net cash~~need ~~used~~of inoxygen ~~investing~~and ~~activities~~other ~~totaled~~respiratory ~~$54~~therapy equipment and services typically suffer from breathing disorders,~~000.00~~ such as wechronic ~~needed~~obstructive topulmonary ~~borrow~~diseases in (COPD), obstructive sleep apnea and other cardiopulmonary disorders. Individuals diagnosed with COPD or similar diseases are often elderly and generally will require treatment for the ~~form~~rest of ~~loans,~~their ~~working~~lives. ~~capital~~The ~~from~~majority ~~our~~of ~~chairman~~AMS’s asoxygen ~~well~~and asother ~~continue payments~~respiratory ontherapy ~~debt~~equipment inis ~~the~~rented ~~year~~and ~~ended~~reimbursed ~~December~~on ~~31,~~a ~~2009~~monthly basis.

~~Financing~~Patients ~~Activities.~~are ~~Our only~~generally ~~financing~~referred ~~activity~~ to ~~date~~us ~~has~~by ~~been~~their ~~the~~physician ~~sale~~or a hospital discharge planner. Upon receipt of ~~125~~a referral,~~000~~ ~~shares~~an ofAMS ~~our~~customer ~~Class A~~service ~~common~~representative ~~stock~~obtains tothe annecessary ~~investor~~medical ~~for~~and ~~gross~~insurance ~~proceeds~~coverage information, and assignment of ~~$360~~benefits,~~000~~ inand ~~January 2008~~coordinates equipment delivery. On ~~October~~Equipment ~~28,~~delivery ~~2008,~~and ~~however,~~setup weis ~~entered~~performed ~~into~~in athe ~~mutual~~patient’s ~~general release~~home ~~agreement~~by ~~whereby~~one ~~the~~of ~~investor~~AMS’s ~~agreed~~patient toservice ~~tender~~technicians ~~his~~or ~~shares~~clinicians ofwho ~~common stock~~then provides instruction and training to the ~~Company~~patient ~~for~~and ~~cancellation~~the inpatient’s ~~exchange~~family ~~for~~regarding ~~our~~appropriate ~~issuance~~equipment ofuse ~~a promissory~~and ~~note~~maintenance, inand compliance with the ~~principal~~prescribed ~~amount~~therapy. ofFollowing ~~$360~~the initial delivery and setup,~~000. The~~ ~~note~~an ~~was non-interest~~AMS ~~bearing~~patient service technician and/or clinician makes periodic visits to the patient’s home, ~~payable~~the infrequency ~~monthly~~of ~~installments~~which is dictated by the type of ~~$7,200,~~therapy prescribed and ~~matured~~physician ~~on December~~orders. ~~28,~~All ~~2012. On~~services ~~August~~and 24equipment are coordinated with the prescribing physician and, ~~2009~~during the period that AMS provides services and equipment for a patient, the ~~investor~~patient ~~converted~~remains under the ~~remaining~~ ~~promissory~~physician’s ~~note~~care ~~owed~~and ~~for~~medical ~~Class~~supervision. ARespiratory ~~Common~~therapy ~~stock~~is @monitored $by licensed respiratory therapists and other clinical staff as prescribed by physicians and in accordance with applicable state laws.~~6624~~ ~~per~~AMS ~~share~~provides ~~or 500,000~~24-hour ~~shares~~on-call ofcoverage to our ~~Class~~patients Athrough ~~Common~~a ~~stock~~centralized after-hours call center.

~~Plan of~~Medicare ~~Operation~~and Medicaid Reimbursement.

WeAs ~~plan to~~part ~~expand~~of ~~our~~the ~~subsidiary~~Social ~~New~~Security ~~World’s~~Amendments ~~Internet~~of ~~marketing~~1965, ~~product~~Congress asenacted athe ~~lead generator~~Medicare program which provides for ~~specific~~hospital, ~~businesses~~physician and ~~professional~~other ~~service providers. New~~statutorily-defined ~~World~~health ~~plans~~benefits tofor ~~grow~~qualified ~~its~~individuals, ~~SEO~~including ~~platform~~persons to65 ~~generate search~~and ~~engine~~older ~~placement~~and ~~results~~the ~~for~~disabled. The Medicaid program, also established by Congress in 1965, is a ~~specific~~joint ~~product~~federal orand ~~service~~state program that isprovides ~~geared~~ certain statutorily-defined health benefits to ~~specific~~financially ~~markets~~needy ~~where~~individuals ~~individual~~who ~~leads~~are blind, disabled, aged or members of families with dependent children. In addition, Medicaid may ~~turn~~cover ~~into~~financially ~~large~~needy ~~accounts~~children, ~~for~~refugees ~~the customer~~and pregnant women.

~~New~~AMS ~~World generates~~is ~~leads~~a ~~utilizing~~Medicare-certified ~~its~~provider ~~SEO~~for ~~platform,~~durable ~~gathers~~medical ~~data~~equipment onand ~~the~~must ~~quantity~~adhere ~~of leads~~to ~~that~~stringent ~~will~~Medicare beguidelines, ~~created~~policies ~~over~~and adocumentation ~~period~~requirements. ofDue ~~time~~to ~~then~~Medicare ~~tests~~regulatory ~~the~~policies, ~~quality~~AMS ofis ~~the lead. When~~subject ~~the~~to ~~lead~~periodic ~~generation~~reviews ~~data~~and isaudits. ~~complete~~AMS ~~New~~is ~~World~~required ~~sells~~to ~~the leads~~be inaccredited, ~~either~~bonded orand amaintain ~~combination~~patient ofrecords afor ~~premium~~seven ~~price~~years. In or2010, aMedicare ~~percentage~~accounted offor ~~the closed~~approximately ~~sale~~60% ~~brought~~of onAMS’s ~~by the lead~~revenues.

~~Our expansion plan for New World is directly tied to the Agreement to purchase shares by 11i Solutions, Inc~~Marketing. We believe that the business combination between 11i Solutions and New World will enhance New World’s telemarketing, call center and SEO services as well as 11i Solutions products and services. See Recent Event above and the Note to our audited financial statements entitled Subsequent Events.

~~Liquidity~~ The primary method used to market AMS’s products and ~~Capital~~services ~~Resources~~is a sales team that markets to hospitals and physician offices. The sales team visits with physicians, case management workers, social workers, referral coordinators and provides literature and brochures about AMS’s products and services. AMS has a diversified customer base and there does not have a referral source that accounts for more than 10% of total sales.

~~Our cash requirements during the year ended December 31, 2009 were financed primarily from financing activities, operating cash flow, disposition of property and equipment and accounts receivables~~Suppliers. ~~As of December 31, 2009, we had cash and cash equivalents of approximately $4,450.00.~~

~~On September~~AMS ~~29,~~purchases ~~2009~~its durable medical equipment and ~~December~~supplies 17from a variety of independent suppliers, ~~2009~~with wewhom ~~issued~~it ~~unsecured~~generally ~~promissory~~has ~~notes (the~~long-standing ~~“Notes”)~~relationships. inAlthough ~~the~~AMS ~~aggregate~~is ~~principal~~not ~~amount~~dependent ofupon ~~$20~~any one supplier,~~000.00~~ AMS does currently purchase approximately 80% of its patient service equipment and ~~$30,000~~supplies from five suppliers.00 ~~for certain~~AMS ~~loans~~typically ~~provided~~focuses on one or two suppliers in each product category in an effort to ~~the~~maximize ~~Company~~delivery byefficiency ~~Thomas~~and Lgross margins. ~~DiStefano~~AMS ~~III~~believes that most of its supplies can be provided by multiple suppliers; however, ~~the~~loss ~~CEO~~or ~~and Chairman~~disruption of ~~the~~a ~~Company~~supplier relationship could cause delays in service delivery which could adversely affect its financial condition, revenues, profit margins, profitability, operating cash flows and result of operations.

The Notes are non-interest bearing and the outstanding principal amount of each Note is due and payable on the date that is the earlier of (i) December 1, 2009 and February 15, 2010, or (ii) within five (5) days of the closing of any subsequent financing of the Company (whether completed as a debt or equity financing).

The terms of each Note provide that in the “Default and Remedy” (as that term is defined in the Note) by the Company, if the Company fails to pay the principal on the date on which it falls due or to perform any of the agreements, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at its option and without notice to Company , may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it.

At the time of this Annual Report we have not made payment on either of the Notes for $20,000.00 and $30,000.00 for certain loans provided to the Company by Thomas L. DiStefano III, the CEO and Chairman of the Company.

If we experience a shortage of funds prior to generating revenue from operations we may utilize funds from our director who has informally agreed to advance funds to allow us to pay for business operations, however, our director has no formal commitment, arrangement or legal obligation to advance or loan funds to us.

We have experienced a significant loss from operations. Our ability to continue as a going concern is dependent upon our ability to secure additional financing and attain profitable operations. We believe that our existing available cash and cash equivalents and operating cash flow may not be sufficient to satisfy our operating cash needs for the next 12 months at our current level of business. We do not have any arrangements with any bank or financial institution to secure additional financing and there can be no assurance that any such arrangement, if required or otherwise sought, would be available on terms deemed to be commercially acceptable and in our best interests. In addition, if our working capital or other capital requirements are greater than currently anticipated, we could be required to seek additional funds through sales of equity, debt or convertible securities, or through credit facilities. Failure to secure such financing or to raise additional capital or borrow additional funds and/or expand our operations may result in our not being able to continue as a going concern. Our independent registered public accounting firm has issued a going concern opinion on ours and New World’s audited financial statements for the fiscal year ended December 31, 2009.

~~Our plans to address these operating conditions consist of the following initiatives:~~Competition.

·The ~~secure~~home ~~additional~~medical ~~equity~~equipment ~~financing;~~market ~~secure~~is ~~additional~~highly ~~short~~competitive and ~~long~~divided among a large number of providers, some of which are national providers, but most of which are either regional or local providers. The largest national home medical equipment provider competitors are Apria Healthcare Group, Inc., Lincare Holdings, Inc., American Home Patient, Inc. and Rotech Healthcare, Inc. The rest of the market consists of several medium-~~term~~size ~~debt~~competitors, ~~financing;~~as well as hundreds of smaller companies with each having under $5 million in estimated annual revenues. AMS also faces competition from other types of health care providers, including hospitals, home health agencies and health maintenance organizations. AMS believes that the most important competitive factors in the regional and local markets are:

·• ~~pursue~~reputation ~~the~~with ~~purchase~~referral ofsources, ~~certain~~including ~~revenue~~local ~~generating~~physicians ~~assets~~and orhospital-based ~~businesses~~professionals;

·• ~~and~~service ~~reduce~~quality ~~our~~and ~~current expenditure rates.~~responsiveness;

~~There~~• ~~is no~~overall ~~guarantee~~ease that such resources will be available to us on terms acceptable to us, or at all, or that such resources will be received in a timely manner, if at all, or that we will be able to reduce our expenditure rate without materially and adversely affecting our business. Inability to secure additional resources may cause us to cease operations, seek bankruptcy protection, or liquidate our business. Management’s implementation of ~~one~~doing ~~or more of these options may be subject to shareholder approval.~~business;

~~We understand~~• ~~the~~quality ~~current economic climate will limit our efforts to raise the necessary capital to expand business operations. We intend to seek additional funds through the sale~~ of ~~our~~patient ~~securities as needed in the future in order to finance additional technical~~care, ~~sales,~~including ~~management~~clinical and marketing personnel and to expand our marketing and promotional capabilities. In addition, it is our intention, if at all possible, to finance any future acquisitions through the issuance of our debt and/or equity securities. However, we might not be able to obtain any additional funds when required on commercially reasonable terms, or at all.expertise;

~~Contractual Obligations~~• range of home medical equipment and services; and

~~Not required~~• ~~under~~being ~~Regulation~~a ~~S-K~~low ~~for~~cost ~~“smaller reporting companies~~provider.”

~~Our independent~~AMS ~~auditors~~believes ~~have~~that ~~issued~~it is important to be able to offer a ~~going~~broad ~~concern~~range ~~paragraph~~of incomplementary ~~their~~equipment ~~opinion~~and ~~on the~~services ~~financial~~to ~~statements~~provide ~~for~~patients ~~the~~access ~~year~~through ~~ended~~a ~~December~~single ~~31,~~source. ~~2009,~~AMS believes that ~~states~~it ~~there is~~competes ~~substantial~~effectively ~~doubt~~with ~~about~~respect ~~our~~to ~~ability~~all toof ~~continue~~the asabove afactors ~~going~~and ~~concern.~~that ~~Our ability~~it tohas ~~continue~~an established record as a ~~going~~quality ~~concern~~provider isof ~~dependent~~a onrange ~~our~~of ~~ability~~complementary tohome ~~access capital~~medical ~~through~~equipment ~~debt~~ and ~~equity funding~~services.

~~Our summary~~Medicare ofLaws ~~significant~~and ~~accounting practices are described in Note 1 to our financial statements~~Regulations.

~~Off~~Under existing Medicare laws and regulations, the sale and rental of AMS’s products generally are reimbursed by the Medicare program according to prescribed fee schedule amounts calculated using statutorily-~~Balance~~prescribed ~~Sheet Arrangements~~formulas. We doSignificant ~~not~~legislation ~~have~~affecting ~~any~~home ~~off-balance~~medical ~~sheet arrangements~~equipment (HME) reimbursement has been signed into law, ~~investments~~including inthe ~~special~~Patient ~~purpose~~Protection ~~entities~~and orAffordable ~~undisclosed~~Care ~~borrowings or~~Act, ~~debt.~~as ~~Additionally~~amended by the Health Care and Education Affordability Reconciliation Act (collectively, the “PPACA”), Medicare Improvement for Patients and Providers Act of 2008 (MIPPA), Medicare, Medicaid and State Children’s Health Insurance Program Extension Act of 2007 (“SCHIP Extension Act”), the Deficit Reduction Act of 2005 (DRA) and the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (MMA), contain provisions that negatively impact reimbursement for the primary HME products that we ~~are~~provide. ~~not~~The PPACA, MIPPA, the SCHIP Extension Act, DRA and MMA provisions (each of which is discussed in more detail below), when fully implemented, could have a ~~party~~material toadverse ~~any~~effect ~~derivative~~on ~~contracts~~AMS’s ~~or synthetic~~financial ~~leases~~condition, revenues, profit margins, profitability, operating cash flows and results of operations.

~~Quantitative~~• The PPACA includes, among other things, annual, non-deductible fees on any entity that manufacturers or imports certain prescription drugs and ~~Qualitative~~biologics, ~~Disclosure~~beginning ~~About~~in ~~Market Risk~~2011; a deductible excise tax on any entity that manufactures or imports medical devices offered for sale in the United States, with limited exceptions, beginning in 2013; new face-to-face encounter requirements for HME and home health services; and a requirement that by 2016, the competitive bidding process must be nationalized or prices in non-competitive bidding areas must be adjusted to match competitive bidding prices.

Smaller reporting companies are not required to provide the information required by this item.

INFLATION

The rate of inflation has had little impact on the Company’s results of operations and is not expected to have a significant impact on continuing operations

ITEM 9 A(T). CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of December 31, 2008. Based upon the December 31, 2008 disclosure controls evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide a reasonable level of assurance that information required to be disclosed in the reports we file, furnish or submit under the Exchange Act is recorded, processed, summarized and reported within the specified time periods in the rules and forms of the Securities and Exchange Commission. These officers have concluded that our disclosure controls and procedures were also effective to provide a reasonable level of assurance that information required to be disclosed in the reports that we file, furnish or submit under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure, all in accordance with Exchange Act Rule 13a-15(e). Our disclosure controls and procedures are designed to provide reasonable assurance of achieving these objectives. Since we have become a new public company as of August 19, 2008 and we have neither filed an Annual Report with respect to our 2007 fiscal year nor were we required to do so, due to a transition period established by rules of the SEC for newly public companies, we are not yet required to:

	·		maintain internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)), pursuant to Exchange Act Rule 13a-15(a);
	·		evaluate, pursuant to Exchange Act Rule 13a-15(c), our internal control over financial reporting;

·• ~~evaluate,~~MIPPA ~~pursuant~~retroactively todelayed ~~Exchange~~the ~~Act~~implementation ~~Rule~~of ~~13a-15(d),~~competitive ~~any~~bidding ~~change~~for ineighteen ~~our~~months ~~internal~~and ~~control~~decreased ~~over financial reporting that occurred during~~ the ~~quarter~~2009 ~~ended~~fee ~~December~~schedule ~~31,~~payment ~~2008;~~amounts ·by ~~include~~9.5% infor ~~this~~product ~~Annual~~categories ~~Report~~included ~~a report of management’s assessment regarding internal control over financial reporting pursuant to Exchange Act Rule 13a-15(b); or · include~~ in ~~this~~competitive ~~Annual Report an attestation report of our registered independent public accounting firm~~bidding.

~~Without limiting~~• ~~the~~The ~~meaning~~SCHIP orExtension ~~effect~~Act ofreduced ~~any~~Medicare ofreimbursement ~~the~~amounts ~~foregoing~~for ~~statements,~~covered ~~during~~Medicare ~~the quarter~~Part ~~ended~~B ~~December 31~~drugs, ~~2008,~~including ~~there~~inhalation ~~were~~drugs ~~no changes in our internal control over financial reporting~~ that ~~have~~we ~~materially affected~~provide, orwhich ~~are reasonably~~reductions ~~likely~~went tointo ~~materially~~effect ~~affect~~April 1, ~~our internal control over financial reporting~~2008.

~~Our management,~~• ~~including~~The ~~our~~DRA ~~Chief~~capped ~~Executive~~the ~~Officer~~Medicare ~~and~~rental ~~Chief~~period ~~Financial~~for ~~Officer, does~~oxygen ~~not~~equipment ~~expect~~at ~~that~~36 ~~our~~months ~~controls~~of ~~will~~continuous ~~prevent all error and all fraud. A control system~~use, noafter ~~matter~~which ~~how~~time ~~well~~title ~~conceived~~of ~~and~~the ~~operated,~~equipment ~~can~~would ~~provide~~transfer ~~only reasonable,~~to ~~not~~the ~~absolute,~~beneficiary. ~~assurance~~For ~~that~~purposes ~~the objectives~~ of ~~the~~this ~~control system are met. Further~~cap, the ~~design~~DRA ofprovided for a ~~control~~new ~~system~~36-month ~~must~~rental ~~reflect~~period ~~the fact~~ that ~~there~~ ~~are~~began ~~resource~~January ~~constraints~~1, ~~and~~2006 ~~the~~for ~~benefits~~all ofoxygen ~~controls must be considered relative to their costs~~equipment. ~~Because~~With of the ~~inherent~~passage ~~limitations~~of ~~in all control systems~~MIPPA, notransfer ~~evaluation~~ of ~~controls~~title ~~can provide absolute assurance that all control issues and instances~~ of ~~fraud,~~oxygen ifequipment ~~any,~~at ~~within~~ the ~~company~~end ~~have~~of ~~been detected. These inherent limitations include~~ the ~~realities that judgments in decision~~36-~~making~~month ~~can~~rental becap ~~faulty~~was ~~and that breakdowns can occur because of simple error or mistake. Additionally~~repealed, ~~controls~~although ~~can be circumvented by~~ the ~~individual acts~~rental ofcap ~~some~~remained ~~persons,~~in ~~by collusion of two or more people or by management override of the controls~~place.

~~ITEM~~• ~~9B.~~The ~~OTHER INFORMATION~~MMA significantly reduced reimbursement for inhalation drug therapies beginning in 2005, reduced payment amounts for five categories of HME, including oxygen, beginning in 2005, froze payment amounts for other covered HME items through 2007, established a competitive bidding program for HME, and implemented quality standards and accreditation requirements for HME suppliers.

~~On March 23~~Further, ~~2010,~~changes in the ~~Company~~law ~~and~~or ~~11i Solutions,~~new ~~Inc.,~~interpretations of existing laws could have a ~~Georgia~~dramatic ~~corporation~~effect ~~(“11i~~on ~~Solutions”)~~permissible activities, ~~entered~~the ~~into~~relative ~~a Purchase~~costs ~~Agreement~~associated (with doing business and the ~~“Agreement”),~~amount ~~effective~~of ~~March~~reimbursement ~~26, 2010~~by government and other third-party payors. ~~The~~ ~~parties~~Reimbursement ~~additionally~~from ~~entered~~Medicare ~~into~~and another ~~Escrow~~government ~~Agreement (“Escrow~~programs ~~Agreement”)~~is onsubject ~~March~~to ~~26,~~federal ~~2010. As~~and ~~per~~state ~~the~~statutory ~~terms~~and regulatory requirements, administrative rulings, interpretations of ~~the Agreement~~policy, ~~11i~~implementation ~~Solutions~~of ~~will~~reimbursement ~~acquire~~procedures, arenewal ~~majority~~of ~~position~~VA incontracts, ~~the~~retroactive ~~capital~~payment ~~stock~~adjustments ~~of the~~and ~~Company~~governmental funding restrictions. ~~The~~AMS’s ~~Board~~levels of ~~Directors~~revenue and profitability, like those of ~~the~~other ~~Company~~health ~~has~~care ~~unanimously~~companies, ~~approved~~are ~~the Purchase~~affected ~~Agreement.~~by ~~Unless~~the ~~otherwise~~continuing ~~indicated,~~efforts weof ~~refer~~government payors to contain or reduce the ~~Company~~costs of health care, including competitive bidding initiatives, measures that impose quality standards as wea prerequisite to payment, ~~us,~~ orpolicies ~~our~~reducing certain HME payment rates and restricting coverage and payment for inhalation drugs, inand ~~this~~refinements ~~Annual~~to ~~Report~~payments onfor ~~Form~~oxygen ~~10-K~~and ~~(“Form~~oxygen ~~10-K Report”)~~equipment.

~~11i Solutions~~(1) ~~provides~~Competitive ~~wireless~~Bidding ~~technologies~~Program ~~and~~for ~~other~~HME. ~~services~~On ~~and~~April 2, ~~hardware~~2007, tothe ~~a variety~~Centers offor ~~rapidly~~Medicare & ~~expanding~~Medicaid ~~markets~~Services (CMS), ~~specifically:~~the ~~critical~~agency ~~infrastructure security,~~responsible ~~antiterrorism,~~for ~~homeland~~administering ~~security,~~the ~~intelligence~~Medicare program, ~~and~~issued ~~law~~its ~~enforcement~~final rule implementing a competitive bidding program for certain HME products under Medicare Part B. ~~11i~~ ~~has~~This nationwide competitive bidding program is designed ~~and~~to ~~developed~~replace ~~innovative,~~the ~~multi-purpose~~existing ~~solutions~~fee schedule payment methodology. Under the competitive bidding program, ~~addressing~~ suppliers compete for the ~~growing~~right ~~problem~~to ofprovide items to beneficiaries in a defined geographic region. CMS selects contract suppliers that agree to receive as payment the ~~malicious~~“single ~~use~~payment amount” calculated by CMS after bids are submitted. Round one of ~~cellular~~the competitive bidding program began on July 1, 2008 in ten high-~~wireless~~population ~~technology~~competitive bidding areas (CBAs). ~~11i targets~~As a winning bidder in one of the ~~commercial~~ten CBAs, ~~government~~AMS ~~and~~signed ~~international~~contracts ~~markets~~with CMS to become a contracted supplier for ~~its~~the ~~products and~~Round ~~services~~1 contract period of July 1, 2008 though June 30, 2011. ~~11i~~The ~~Solutions~~competitive isbidding ~~headquartered~~program was scheduled to expand to 70 additional CBAs for a total of 80 CBAs in ~~Kennesaw,~~2009 ~~Georgia~~and additional areas thereafter.

Upon the terms and subject to the conditions of the Agreement, 11i Solutions purchased 25,000,000 shares of the Class A common stock of the Company (the “Shares”) pursuant to the distribution terms provided in the Escrow Agreement for $225,000.00. Pursuant to the terms of the Agreement Thomas L. DiStefano III resigned as chief executive officer of the Company and Domingo M. Silvas III was appointed as the new chief executive officer. Additionally, Melissa K. Conner resigned as a director of the Company under the terms of the Agreement. The Agreement provides that Mr. DiStefano and Mr. Silvas will serve as co-chairmen of the Company until all closing conditions under the Agreement and the Escrow Agreement have been satisfied. The terms of the Agreement include 11i Solutions paying all the outstanding debt obligations of the Company during a ninety day period commencing on March 26, 2010, the effective date of the Agreement. At such time as the full purchase price for the Shares has been paid and all outstanding debt obligations of the Company have been discharged under the terms of the Escrow Agreement, Mr. DiStefano will resign from his position as co-chairman of the Company.

Subsequent to the resignation of Mr. DiStefano he was reappointed as CEO by an Amendment to the Purchase Agreement. In the Amendment Mr. DiStefano remains the Company’s Chief Executive Officer (“CEO”) until the first payment of the purchase price in the amount of $75,000 (or receipt of the First Installment) in order to maintain cohesive order in the Company’s business operations and this provision shall amend Section 5. g. iii and iv of the Agreement.

~~ITEM 10~~However, on July 15, 2008, the U. ~~FINANCIAL~~S. ~~STATEMENTS~~Congress, following an override of a Presidential veto, enacted MIPPA. MIPPA retroactively delayed the implementation of competitive bidding for eighteen months, and terminated all existing contracts previously awarded. MIPPA included a 9.5% nationwide reduction in reimbursement effective January 1, 2009 for the product categories included in competitive bidding, as a budget-neutrality offset for the eighteen month delay. As a winning supplier, AMS expected to experience increased product volumes within the competitive bidding areas included in the first round of competitive bidding, which could have offset some portion of the negative impact of the reduced pricing.

~~INDEX~~On TOJanuary 16, ~~FINANCIAL~~2009, ~~STATEMENTS~~CMS published an interim final rule with comment period (IFC) addressing the MIPPA provisions that affect round one of the competitive bidding program. This IFC announced the delay of round one of the program from 2007 to 2009. The Round 1 competition, also known as the Round 1 rebid, occurred in the same CBAs as the 2007 Round 1 bidding, excluding Puerto Rico. The product categories for 2009 were the same as those selected for the 2007 Round 1 bidding, with the exception of negative pressure wound therapy and Group 3 complex rehabilitative wheelchairs. The IFC also announced the delay of Round 2 of the program from 2009 to 2011, the national mail order program until after 2010 and competition in additional areas, other than mail order, until after 2011. AMS submitted a bid for its CBA and product categories prior to the deadline. As in the 2007 Round 1 program, suppliers were required to meet all applicable eligibility, financial, quality and accreditation standards. The MIPPA changes that were addressed in this IFC did not alter the fundamental requirements of the final regulation for the competitive bidding program published on April 10, 2007.

Report of Independent Registered Public Accounting Firm			F-1
Audited Financial Statements of Willing Holding, Inc.
Balance Sheets			F-2
Statement of Operations			F-3
Statements of Stockholder’s Equity (Deficit)			F-4
Statement of Cash Flows			F-5
Notes to Financial Statements			F-6

On July 2, 2010, CMS announced the single payment amount for each of the respective Round 1 rebid CBAs and product categories and began offering contracts to certain bidders in the CBAs. AMS was awarded and has accepted contracts for oxygen supplies and equipment.

CMS announced the participating providers in November 2010. The contracts became effective January 1, 2011 and have a term of three years. The average reduction from current Medicare payment rates in this round of competitive bidding across the CBAs was 32%. Suppliers that were not contracted by CMS may continue to provide certain capped rental and oxygen equipment for those beneficiaries that were patients at the time the program begins and are known as “grandfathered suppliers”. In the CBAs and product categories where AMS is not a contracted supplier, it intends to service its Medicare patients as grandfathered suppliers under applicable guidelines. Based upon CMS released information, it appears that approximately 70% of the existing number of providers across the Round 1 Rebid CBAs were not awarded competitive bidding contracts and are therefore not able to provide competitive bid products to new Medicare patients during the term of these contracts in the respective CBAs. Although AMS does not have specific market share data relative to the 70% of the existing number of providers not awarded competitive bidding contracts, AMS expects that contracted providers within these CBAs will experience significant volume increases once the competitive bidding contracts became effective on January 1, 2011. AMS believes that its market share gain in our CBA where it was awarded contracts will more than offset the reductions in reimbursement rates over time.

(2) Certain Clinical Conditions, Accreditation Requirements and Quality Standards. The MMA required establishment and implementation of new clinical conditions of coverage for HME products and quality standards for HME suppliers. Some clinical conditions have been implemented, such as the requirement for a face-to-face visit by treating physicians for beneficiaries seeking power mobility devices. CMS published its quality standards and criteria for accrediting organizations for HME suppliers in 2006 and revised some of these standards in October 2008. As an entity that bills Medicare and receives payment from the program, AMS is subject to these standards. AMS has revised its policies and procedures to ensure compliance in all material respects with the quality standards. These standards, which are applied by independent accreditation organizations, include business-related standards, such as financial and human resources management requirements, which would be applicable to all HME suppliers, and product-specific quality standards, which focus on product specialization and service standards. The product specific standards address several of our products, including oxygen and oxygen equipment, CPAP and power and manual wheelchairs and other mobility equipment.

~~GRUBER &~~Currently, ~~COMPANY~~all ~~LLC~~of AMS’s operating locations are accredited by the Joint Commission (formerly referred to as the Joint Commission on Accreditation of Healthcare Organizations). The Joint Commission is a CMS recognized accrediting organization. Round 1 re-bid competitive bid suppliers were required to be accredited by September 30, 2009.

~~REPORT~~On OFJanuary 2, ~~INDEPENDENT~~2009, ~~REGISTERED~~CMS ~~PUBLIC ACCOUNTING~~published ~~FIRM~~its final rule on surety bond requirements for HME suppliers, effective March 3, 2009. For each National Provider Identifier (NPI) number subject to Medicare billing privileges, suppliers must obtain a surety bond in the amount of $50,000. There may be an upward adjustment for suppliers that have had adverse legal actions imposed on them in the past. HME suppliers already enrolled in Medicare were required to obtain a surety bond by October 2, 2009, and newly enrolled suppliers or those changing ownership were subject to the provisions of the new rule on May 4, 2009. AMS maintains surety bonds covering all of its NPI numbers.

(3) Reduction in Payments for HME and Inhalation Drugs. The ~~Board~~ MMA changes also included a reduction in reimbursement rates beginning in January 2005 for oxygen equipment and certain other items of ~~Willing~~home ~~Holding~~medical equipment (including wheelchairs, ~~Inc~~nebulizers, hospital beds and air mattresses) based on the percentage difference between the amount of payment otherwise determined for 2002 and the 2002 median reimbursement amount under the Federal Employee Health Benefits Program (FEHBP) as determined by the Office of the Inspector General of the Department of Health and Human Services (OIG). The FEHBP adjusted payments remained “frozen” through 2008. With limited exceptions, items that were not included in competitive biddings received a 5.0% update for 2009. As discussed above, for 2009, MIPPA included a 9.5% nationwide reduction in reimbursement for the product categories included in competitive bidding, as a budget neutrality offset for the eighteen month delay.

We(4) ~~have audited~~Reductions in Payments for Oxygen and Oxygen Equipment. The DRA which was signed into law on February 8, 2006, made certain changes to the ~~accompanying~~way ~~consolidated~~Medicare ~~balance~~Part ~~sheet~~B pays for certain of ~~Willing~~AMS’s ~~Holding~~HME products, ~~Inc~~including oxygen and oxygen equipment. ~~as of~~For ~~December~~oxygen 31equipment, ~~2009~~prior ~~and~~to ~~2008~~the ~~and~~DRA, Medicare made monthly rental payments indefinitely, provided medical need continued. The DRA capped the ~~related~~Medicare ~~consolidated~~rental ~~statements~~period for oxygen equipment at 36 months of ~~operations~~ continuous use, ~~stockholders~~after ~~equity~~which ~~and~~time ~~cash~~ownership ~~flows~~of ~~for~~the equipment would transfer to the ~~years~~beneficiary. ~~then~~For ~~ended~~purposes of this cap, the DRA provided for a new 36-month rental period that began January 1, 2006 for all oxygen equipment. ~~These consolidated~~In ~~financial~~addition ~~statements~~to ~~are~~the changes in the ~~responsibility~~duration of the ~~Company’s management.~~rental ~~Our~~period ~~responsibility~~for iscapped torental ~~express~~items anand ~~opinion~~oxygen onequipment, ~~these~~the ~~financial statements~~DRA ~~based~~permitted onpayments ~~our~~for ~~audit~~servicing and maintenance of the products after ownership transfers to the beneficiary.

~~We conducted~~On ~~our~~November 1, ~~audit~~2006, inCMS ~~accordance~~released ~~with~~a ~~the~~final ~~standards~~rule ofto implement the ~~Public~~DRA ~~Company Accounting~~changes, ~~Oversight~~which ~~Board~~went ~~(United~~into ~~States)~~effect January 1, 2007. ~~Those~~Under ~~standards~~the ~~require~~rule, ~~that~~CMS weclarified ~~plan~~ the DRA’s 36-month rental cap on oxygen equipment. CMS also revised categories and ~~perform~~payment ~~our~~amounts ~~audit~~for tothe ~~obtain~~oxygen ~~reasonable~~equipment ~~assurance~~and ~~about~~contents ~~whether~~during the ~~financial statements~~rental ~~are~~period ~~free~~and offor ~~material~~oxygen ~~misstatement~~contents after equipment ownership by the beneficiary as described below. ~~The~~With ~~Company~~the ispassage ~~not~~of ~~required~~MIPPA ~~to have~~on July 15, ~~nor~~2008, ~~were~~transfer weof ~~engaged~~title to ~~perform,~~oxygen anequipment ~~audit~~at the end of ~~its~~the ~~internal~~36-month ~~control~~rental ~~over financial~~cap ~~reporting.~~was ~~Our~~repealed, ~~audit~~although ~~included~~the ~~consideration~~rental ofcap ~~internal~~remained ~~control~~in ~~over financial~~place. ~~reporting~~Effective asJanuary 1, a2009, ~~basis~~after ~~for~~the ~~designing~~36th ~~audit~~continuous ~~procedures~~month ~~that~~during ~~are appropriate~~which inpayment is made for the ~~circumstances~~oxygen equipment, ~~but~~the ~~not~~equipment ~~for~~is ~~the~~to ~~purpose~~continue to be furnished during any period of ~~expressing~~medical ~~an opinion~~need onfor the ~~effectiveness~~remainder of the ~~Company’s~~reasonable ~~internal~~useful ~~control~~lifetime ~~over~~of ~~financial reporting~~the equipment. ~~Accordingly,~~The wereasonable ~~express~~useful nolifetime ~~such~~for ~~opinion.~~stationary Anor ~~audit~~portable ~~includes~~oxygen ~~examining on~~equipment abegins ~~test~~when ~~basis,~~the ~~evidence~~oxygen ~~supporting~~equipment is first delivered to the ~~amounts~~beneficiary and ~~disclosures~~continues inuntil the ~~financial~~ ~~statements.~~point Anat ~~audit~~which ~~also~~the ~~includes~~stationary ~~assessing~~or ~~the~~portable ~~accounting~~oxygen ~~principles~~ equipment has been used ~~and~~by ~~significant~~the ~~estimates~~beneficiary ~~made~~on bya ~~management,~~continuous asbasis ~~well~~for asfive ~~evaluating~~years (60 months) provided there are no breaks in service due to medical necessity. Computation of the ~~overall~~ ~~financial~~reasonable ~~statement~~useful ~~presentation~~lifetime is not based on the age of the equipment. WeDuring ~~believe~~the ~~that~~capped ~~our~~rental ~~audit~~period ~~provides~~from a months 37 through 60 of continuous use, payment is made only for oxygen contents and for certain reasonable ~~basis~~and necessary maintenance and servicing (for ~~our~~parts ~~opinion~~and labor not covered by the supplier’s or manufacturer’s warranty) (discussed in more detail below).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2008 and the results of its’ consolidated operations and its’ stockholders equity and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.16

~~The accompanying~~In ~~financial~~its ~~statements~~November 1, ~~have~~2006 ~~been~~final ~~prepared~~rule, ~~assuming~~CMS also acknowledged certain other payments after the ~~Company~~36-month ~~will continue~~rental cap, including payment for supplies such as atubing ~~going~~and ~~concern~~masks. AsIn ~~discussed~~addition, inCMS ~~the~~detailed ~~notes~~several requirements regarding a supplier’s responsibility to maintain and service capped rental items and provided for a general maintenance and servicing payment for certain oxygen-generating equipment beginning six months after the ~~financial statements~~36-month rental cap. On October 30, ~~the~~2008, ~~Company~~CMS ~~had~~issued anew ~~loss~~oxygen inpayment ~~2009~~rules and supplier responsibilities to address changes to the transfer of $1title under MIPPA. In the final rule,~~899~~ CMS determined that for liquid or gaseous oxygen (stationary or portable),~~483~~ after the 36-month rental cap, there will be no additional Medicare payment for the maintenance and ~~its~~servicing ~~total liabilities~~of ~~exceeded~~such ~~its~~equipment ~~current~~for ~~assets~~the byremainder $2of the useful lifetime of the equipment. CMS also determined that for 2009 only,~~701~~ Medicare will pay for in-home,~~755~~ maintenance and ~~had~~servicing avisits ~~retained~~for ~~deficit~~ oxygen concentrators and transfilling equipment every six months, beginning six months after the end of $5the 36-month rental cap. This payment will be made if the supplier visits the beneficiary’s home,~~763~~ performs any necessary maintenance and servicing,~~090.~~ ~~These~~and ~~factors~~inspects ~~among~~the ~~others~~equipment ~~raise~~to ~~substantial~~ensure ~~doubt~~that ~~about~~it will function safely for the next six months. In its ~~ability~~ tofinal CY 2010 rule, CMS stated that it will continue asto apay ~~going~~for ~~concern~~such in-home maintenance and servicing visits every six months until medical necessity ends or the beneficiary elects to obtain new equipment. ~~These~~Beginning ~~financial~~July 1, ~~statements~~2010, dothe ~~not include~~payment ~~any~~rate ~~adjustments~~is ~~that~~capped ~~might~~at ~~result~~10% ~~from~~of the ~~outcome~~cost of acquiring a stationary oxygen concentrator increased by the consumer price index, or $66 for calendar year 2010. On February 5, 2010, CMS issued program instructions on this ~~uncertainty~~ new provision.

~~Gruber &~~Finally, ~~Company~~CMS ~~LLC~~clarified that though it retains title to the equipment, a supplier is required to continue to furnish needed oxygen equipment and contents for liquid or gaseous equipment after the 36-month rental cap until the end of the equipment’s reasonable useful lifetime. CMS determined the reasonable useful lifetime for oxygen equipment to be five years provided there are no breaks in service due to medical necessity, computed based on the date the equipment is delivered to the beneficiary. On January 27, 2009, CMS posted further instructions on the implementation of the 36-month rental cap, including guidance on payment for oxygen contents after month 36 and the replacement of oxygen equipment that has been in continuous use by the patient for the equipment’s reasonable useful lifetime (as defined above). In accordance with these instructions, and consistent with the final rule published on October 30, 2008, suppliers may bill for oxygen contents on a monthly basis after the 36-month rental cap, and the supplier can deliver up to a maximum of three months of oxygen contents at one time. Additionally, in accordance with these instructions, and consistent with the final rule published on October 30, 2008, AMS provides replacement equipment to our patients that exceed five years of continuous use.

~~Lake~~The ~~St. Louis~~ongoing financial impact of the 36-month rental cap will depend upon a number of variables, including, (i) MOthe number of Medicare oxygen patients reaching 36 months of continuous service, (ii) ~~63367~~the number of patients receiving oxygen contents beyond the 36-month rental period and the coverage and billing requirements established by CMS for suppliers to receive payment for such oxygen contents, (iii) the mortality rates of patients on service beyond 36 months, (iv) the incidence of patients with equipment deemed to be beyond its reasonable useful life that may be eligible for new equipment and therefore a new rental episode and the coverage and billing requirements established by CMS for suppliers to receive payment for a new rental period, (v) any breaks in continuous use due to medical necessity, and (vi) payment amounts established by CMS to reimburse suppliers for maintenance of oxygen equipment. AMS cannot predict the impact that any future rulemaking by CMS will have on its business. If payment amounts for oxygen equipment and contents are further reduced in the future, this could have a material adverse effect on AMS’s financial condition, revenues, profit margins, profitability, operating cash flows and results of operations.

~~Dated: April 13, 2010~~17

CMS also has authority to make other adjustments to reimbursement for HME. With the passage of the Balanced Budget Act of 1997, CMS may determine to increase or reduce the reimbursement for HME, including oxygen, by up to 15% each year under an inherent reasonableness procedure. The regulation implementing the inherent reasonableness authority establishes a process for adjusting payments for certain items and services covered by Medicare Part B when the existing payment amount is determined to be grossly excessive or deficient. The regulation lists factors that may be used by CMS and its Medicare contractors to determine whether an existing reimbursement rate is grossly excessive or deficient and to determine what a realistic and equitable payment amount is. Also, under the regulation, CMS and its contractors will not consider a payment amount to be grossly excessive or deficient and make an adjustment if they determine that an overall payment adjustment of less than 15% is necessary to produce a realistic and equitable payment amount. The implementation of the inherent reasonableness procedure itself does not trigger payment adjustments for any items or services and to date, no payment adjustments have occurred or been proposed under this inherent reasonableness procedure.

Claims Audits

Durable Medical Equipment Medicare Administrative Contractors (DME MACs) and Recovery Audit Contractors (RACs) are private organizations that contract to serve as the government’s agents for processing of claims and for conducting periodic pre-payment and post-payment reviews and other audits of claims for home medical equipment and inhalation drugs dispensed through a nebulizer under Part B of the Medicare program. Medicare agents are under increasing pressure to scrutinize health care claims more closely. In addition, the industry in which we operate is generally characterized by long collection cycles for accounts receivable due to complex and time-consuming documentation and claims processing and other requirements for obtaining reimbursement from private and governmental third-party payors. Such protracted collection cycles can lead to delays in obtaining reimbursement. Furthermore, reviews and/or similar audits or investigations of our claims and related documentation could result in denials of claims for payment submitted by us. The government could demand significant refunds or recoupments of amounts paid by the government for claims which, upon subsequent investigation, are determined by the government to be inadequately supported by the required documentation.

The Anti-Kickback Statute

As a provider of services under Medicare, AMS is subject to Medicare fraud and abuse laws (sometimes referred to as the “Anti-Kickback statute”), which may be at the federal or state level. At the federal level, the Anti-Kickback statute prohibits any person from knowingly and willfully soliciting, receiving, offering or providing any remuneration, including a bribe, kickback or rebate, directly or indirectly, in return for or to induce the referral of patients, or the furnishing, recommending, or arranging for products or services covered by federal health care programs. Further, the PPACA, among other things, amends the intent requirement of the federal Anti-Kickback and criminal health care fraud statutes. A person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it. In addition, the PPACA provides that the government may assert that a claim including items or services resulting from a violation of federal Anti-Kickback statute constitutes a false or fraudulent claim for purposes of the false claims statutes. Federal health care programs have been defined to include plans and programs that provide health benefits funded by the federal government, including Medicare, among others. Violations of the Anti-Kickback statute may result in civil and criminal penalties including fines of up to $25,000 per violation, civil monetary penalties of up to $50,000 per violation, assessments of up to three times the amount of the prohibited remuneration, imprisonment, and exclusion from participation in the federal health care programs. The OIG has published regulations that identify a limited number of specific business practices that fall within safe harbors which are deemed not to violate the Anti-Kickback statute. Although we attempt to structure our business relationships to meet safe harbor requirements, it is possible that not all of our business relationships comply with the elements of one or more safe harbors. Conformity with the safe harbors is not mandatory and failure to meet all of the requirements of an applicable safe harbor does not make conduct per se illegal. The OIG is authorized to issue advisory opinions regarding the interpretation and applicability of the federal Anti-Kickback statute, including whether an activity constitutes grounds for the imposition of civil or criminal sanctions. However, AMS has not sought such an opinion.

Physician Self-Referrals

Certain provisions of the Omnibus Budget Reconciliation Act of 1993, commonly known as the “Stark Laws,” prohibit AMS, subject to certain exceptions, from submitting claims to Medicare for “designated health services” if it has a financial relationship with the physician making the referral for such services or with a member of such physician’s immediate family. The term “designated health services” includes several services commonly performed or supplied by AMS, including durable medical equipment. In addition, “financial relationship” is broadly defined to include any ownership or investment interest or compensation arrangement involving remuneration between us and the physician at issue. Violations of the Stark Laws may result in loss of Medicare reimbursement, civil penalties and exclusion from participation in the Medicare program. A person who engages in a scheme to circumvent the Stark Law’s referral prohibition may be subject to penalties as well.

False Claims

AMS is subject to state and federal laws that govern the submission of claims for reimbursement. The federal False Claims Act imposes civil liability on individuals or entities that submit false or fraudulent claims for payment to the government. Violations of the False Claims Act may result in treble damages, civil monetary penalties for each false claim submitted and exclusion from the Medicare program. In addition, AMS could be subject to criminal penalties under a variety of federal statutes to the extent that it knowingly violates legal requirements under federal health programs or otherwise presents false or fraudulent claims or documentation to the government.

Compliance Program

AMS has several voluntary programs to monitor compliance with federal and state laws and regulations applicable to health care entities which are designed to minimize the likelihood that it would engage in conduct or enter into contracts in violation of the fraud and abuse laws. While AMS believes that its compliance program meets the relevant guidance provided by the OIG, AMS cannot provide any assurance that current or future administrative or judicial interpretations of existing laws or legislative enactment of new laws will not have a material adverse effect on its business.

Management.

Luis E. Mejer, Jr. —President.

Luis Mejer, Jr. currently serves as President of AMS. Mr. Mejer co-founded AMS in 1993 and has grown it into one of the most prominent and successful durable medical equipment and respiratory services companies in South Florida. Mr. Mejer graduated from Florida State University in 1988 with a B.A. in Economics and a minor in Business Administration. Upon graduation, Mr. Mejer accepted a position in Hawaii to run the Industrial Products Division for the Goodyear Tire & Rubber Co., where he was in charge of sales and distribution of industrial products for all the Hawaiian Islands. After three successful years in Hawaii, Mr. Mejer relocated to Miami where he accepted a position with Lederle Laboratories, a division of American Cyanamid, a major pharmaceutical company. At Lederle Laboratories, he was in charge of sales and marketing for Supraxä, an antibiotic, as well as other prescription products. During his time with Lederle Laboratories, Mr. Mejer established strong relationships with physicians and hospitals.

Mr. Mejer also co-founded Atlantic Pharmacy Services in 2005, a leading distributor of respiratory medications in the South Florida market. He was in charge of sales and marketing for Atlantic Pharmacy Services until the sale of the pharmacy in 2008.

Wil Martinez –Chief Operating Officer.

Wil Martinez has over 20 years of healthcare based sales and management experience. Mr. Martinez worked at Merck & Co. for six years as a regional sales manager in the promotion of pharmaceutical products in the hospital and military accounts division. In 1993, Mr. Martinez co-founded AMS and has served as AMS’s Chief Operating Officer since its founding and oversees all operational requirements. During that same period Mr. Martinez co-founded Expert Diagnostic Services, a mobile diagnostic company that specialized in MRIs and mobile diagnostic imaging services where he served as President and Director of Sales and Marketing for this company.

In 2005, Mr. Martinez co-founded Atlantic Pharmacy Services, a leading distributor of respiratory medications in the South Florida area. Serving as Chief Executive Officer, he created unique compliance programs and policies that increased efficiency and improved patient care. This entity was sold in 2008. Mr. Martinez is a graduate of Florida State University in Economics and Business Administration and attended the University of Miami’s MBA program in Marketing.

ITEM 1A.

RISK FACTORS

Risks Related To Our Operations

We may not be profitable in the future.

While the entity from which we purchased the assets for our Accessible Home Health Care operations was profitable in the past, we recorded a loss for the year ended December 31, 2010, we may not be profitable in the future as we operate these assets and other assets or entities that we might purchase. We acquired the assets of Accessible Home Health Care in July 2010 and believe that our continued operation of those assets will allow us to be profitable. However, there is no guarantee that we will be profitable, either on a quarterly or yearly basis as we move forward with these operating assets as well as any other business combinations we might undertake.

We may need to raise additional capital, which we may be unable to obtain, to fund our expansion.

Even if we are successful in raising capital from the sale of our securities, we may need additional capital to fund our growth and implement our business plan. Additional capital may not be available on acceptable terms, or at all, and the failure to obtain any such required capital would have a material adverse effect on the short term growth and implementation of our business plan. The issuance of additional equity capital, if needed, would result in dilution of the then current stockholder voting and ownership interests.

Valiant has a very limited operating history and only recently acquired assets that are operating assets and will produce revenues.

We have a limited operating history. In addition, it was only on July 2010 that we consummated a transaction by which we acquired operating assets that will produce material ongoing revenues, although the entity from which we purchased these assets has been operating this business since 2005. Prior to this acquisition, we had only limited assets, operations and financial resources and had sustained losses from our efforts.

Operating results are affected by general economic conditions and are subject to quarterly and seasonal fluctuations.

Valiant may experience significant fluctuations in its future quarterly operating results due to a variety of factors, many of which are outside of our control. Factors that may adversely affect our quarterly operating results include, without limitation, (1) our ability to retain existing franchisees, attract new franchisees at a steady rate and maintain franchisee satisfaction, (2) the announcement or introduction of new services and products by either us or our competitors, (3) price competition in the industry, (4) the level of use of home health care services, (5) our ability to upgrade and develop our systems and infrastructure and attract new personnel in a timely and effective manner, (6) the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and infrastructure, (7) governmental regulation, and (8) general economic conditions and economic conditions specific to the home health care market.

We may not be able to identify or consummate the acquisitions we consider part of our current business plan, which could slow or restrict our growth strategy.

In the future, we intend to seek acquisition candidates in selected markets and from time to time will engage in exploratory discussions with suitable candidates. There can be no assurance, however, that we will be able to identify and acquire targeted businesses or obtain financing for such acquisitions on satisfactory terms. This is particularly the case with the purchase of the remaining 51% of the outstanding stock of Atlantic Medical Supply. The process of integrating acquired businesses into our operations may result in unforeseen difficulties and may require a disproportionate amount of resources and management attention. In connection with future acquisitions, we may incur significant charges to earnings as a result of, among other things, the write-off of purchased assets or for other reasons. Future acquisitions may be financed through the issuance of our common stock, which may dilute the ownership of current shareholders, or through the incurrence of preferred stock or additional indebtedness. Furthermore, there can be no assurance that competition for acquisition candidates will not escalate, thereby increasing the costs of making acquisitions or making suitable acquisitions unattainable.

There is competition for those private companies suitable for transactions of the type contemplated by management.

We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating successful business combinations we are considering in order to expand our business. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

Our ability to operate effectively could be impaired if we were to lose the services of our key personnel, or if we are unable to recruit qualified managers and key personnel in the future.

Our success depends to a significant extent on the skills and efforts of our executive management team and our consultants. We currently maintain “key man” life insurance for certain of these individuals. At this time we have not entered into employment agreements with our executive management team, and thus they may voluntarily terminate his or her employment with us at any time. Our success depends on our ability to attract and retain additional qualified employees and we believe that our future success will depend in part upon our ability to attract and retain additional qualified personnel. Competition for such personnel is intense and we will compete for qualified personnel with numerous other employers, some of whom have greater financial and other resources than we do. In addition, we may incur significantly increased costs in order to attract and retain skilled employees. We cannot assure that we will be able to attract and retain key personnel. The loss of one or more key personnel could have a material adverse effect on us.

Our business is subject to extensive government regulation and supervision and our inability to comply with existing or future laws, regulations or standards could have a material adverse effect on our operations, financial condition, business or prospects.

Many aspects of our business are presently subject to extensive and frequently changing federal, state and local governmental regulations, including a requirement typically that our franchisees be licensed in order to operate. See “Business—Governmental Regulation.” The failure to obtain licenses could prevent our franchisees from fully operating their businesses and could subject us and/or our franchisees to civil and/or criminal penalties. Obtaining the necessary licenses for our franchisees typically takes a significant amount of time and resources, with no guarantee that such license can be obtained in the end.

We believe we and/or our franchisees currently have all necessary licenses and approvals required for our existing operations in the states where operations are currently conducted. Nevertheless, there can be no assurance that our or our franchisees current or planned operations will meet licensure or other regulatory requirements, nor that such failure would not have a material adverse impact on our financial position or results of operation.

In addition, we are subject to various federal and state laws pertaining to health care fraud and abuse. Violations of these laws are punishable by criminal and civil sanctions, including, in some instances, imprisonment and exclusion from participation in federal and state health care programs, including Medicare. Because of the far-reaching nature of these laws, we may be required to alter or discontinue one or more of our practices to be in compliance with these laws. Health care fraud and abuse regulations are complex, and even minor irregularities can potentially give rise to claims that a statute or prohibition has been violated. Any violation of these laws, or any action against us for violation of these laws, even if we successfully defend against it, could result in a material adverse effect on our business financial condition and results of operations. If there is a change in law, regulation or administrative or judicial interpretations, we may have to change or discontinue our business practices or existing business practices could be challenged as unlawful, which could have a material adverse effect on our business, financial condition and results of operations. In addition, we could become subject to false claims litigation under federal statutes, which can lead to treble damages based on the reimbursements by federal health care programs, civil money penalties, restitution, criminal fines and imprisonment, and exclusion from participation in Medicare and other federal and state health care programs. These false claim statutes include the False Claims Act, which allows any person to bring suit on behalf of the federal government alleging the submission of false or fraudulent claims, or causing to present such false or fraudulent claims, under federal programs or contract claims or other violations of the statute and to share in any amounts paid by the entity to the government in fines or settlement. These suits have increased significantly in recent years and have increased the risk that a health care company will have to defend a false claim action, pay fines or restitution, or be excluded from Medicare or other federal and state health care programs as a result of an investigation arising out of such action. We cannot assure you that we will not become subject to such litigation or, if we are not successful in defending against such actions, that such actions will not have a material adverse effect on our business, financial condition and results of operations.

Similarly, depending on the nature and extent of any new laws and/or regulations, or possible changes in the interpretation of existing laws and/or regulations, any such changes could have a material adverse effect on our business, financial condition and results of operations.

Our industry is very competitive and many of our competitors have greater resources than we do.

The home health care market is rapidly evolving and intensely competitive. We expect competition to persist and intensify in the future from existing competitors and companies that enter our existing or future markets. Barriers to entry into the home health care market are relatively low, although we believe that the sophistication of our business and system will give us a competitive advantage over our competitors.

Many of our competitors and potential competitors have longer operating histories, more customers, greater brand recognition and substantially greater financial and other resources than we do. Our competitors may receive investments from or establish commercial or other business relationships with larger, well-financed companies. In addition, our competitors may be able to respond more quickly to changes in customer preferences, spend more on marketing and promotional campaigns, adopt more aggressive pricing policies and devote more resources to developing their businesses.

Our existing shareholders are able to control shareholder actions.

As of the date of this report, our present directors, executive officers and current holders of more than 5% of the common stock will beneficially own enough shares to control the outcome of any shareholder vote if they vote as a group. Specifically, these persons or entities own approximately 81% of our outstanding Class A common stock. They could use this power to delay or prevent a change in control, even if a majority of the other stockholders desired such a change. For more information, see “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Because our common stock is very thinly traded, our stock price will likely be extremely volatile and could decline significantly.

Our common stock has historically been sporadically or “thinly-traded” on the OTC Markets, meaning that the number of persons interested in purchasing our common stocks at or near bid prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow a relatively unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there had been periods of several days or more when trading activity in our shares was minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.

The market price for our common stock may be volatile given our status as a relatively small company with a small and thinly traded “float” that could lead to wide fluctuations in our share price. The price at which an investor might purchase our common stock may not be indicative of the price that will prevail in the trading market after the purchase. Holders may be unable to sell their common stock at or above your purchase price if at all, which may result in substantial losses.

The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common stock is sporadically and/or thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of shares of our common stocks is sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. As a consequence of this enhanced risk, more risk-averse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. The following factors may add to the volatility in the price of our common stock: actual or anticipated variations in our quarterly or annual operating results; adverse outcomes; and additions or departures of our key personnel, as well as other items discussed under this “Risk Factors” section, as well as elsewhere in this report. Many of these factors are beyond our control and may decrease the market price of our common stock regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain their current market prices, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

Shareholders should be aware that the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

Furthermore, following periods of volatility in the market price of a company’s securities, securities class action claims frequently are brought against the subject company. To the extent that the market price of our shares falls dramatically in any period of time, shareholders may bring claims, with or without merit, against us. Such litigation would be expensive to defend and would divert management’s attention and resources regardless of outcome.

Our shares of common stock are currently subject to the SEC’s penny stock rules, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected.

Because we currently have net tangible assets of $5,000,000 or less and our shares of common stock have a market price per share of less than $5.00, transactions in our common stock are subject to the “penny stock” rules promulgated under the Securities Exchange Act of 1934, as amended. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:

make a special written suitability determination for the purchaser;

receive the purchaser’s written agreement to the transaction prior to sale;

provide the purchaser with risk disclosure documents which identify certain risks associated with investing in “penny stocks” and which describe the market for these “penny stocks” as well as a purchaser’s legal remedies; and

obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a “penny stock” can be completed.

If our securities become subject to these rules, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected. As a result, the market price of our securities may be depressed, and you may find it more difficult to sell our securities.

We have adopted certain anti-takeover provisions that may deter a takeover.

Our articles of incorporation and bylaws contain the following provisions that may deter a takeover, including a takeover on terms that many of our shareholders might consider favorable, such as:

• the authority of our board of directors to issue common stock and preferred stock and to determine the price, rights (including voting rights), preferences, privileges and restrictions of each series of preferred stock, without any vote or action by our shareholders; and

• the existence of large amounts of authorized but unissued common stock and preferred stock;

The rights and preferences of any series of preferred stock could include a preference over the common stock on the distribution of our assets upon liquidation or sale, preferential dividends, redemption rights, the right to elect one or more directors and other voting rights. The rights of the holders of any series of preferred stock that may be issued in the future may adversely affect the rights of the holders of the common stock. We have no current plans to issue preferred stock. In addition, certain provisions of Florida law may also discourage, delay or prevent a change in control or unsolicited acquisition proposals.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.

PROPERTIES

See the information provided in Item 1 above entitled “Business – Properties” for information with respect to the Company’s properties.

ITEM 3

LEGAL PROCEEDINGS

Except as disclosed below, we are not currently involved in any material legal proceedings.

(1) Coneca Properties, Ltd. v. Glotecx, Inc., Accessible Healthcare Services, Inc., Valiant ACMS, Inc., Valiant Healthcare, Inc., Willing Holding, Inc. and Aarif Dahod.

This matter was filed in the Circuit Court of the 17th Judicial Circuit of Broward County, Florida on October 14, 2010. The case involves a suit filed by our predecessor’s landlord at 210 N. University Drive, Suite 806, Coral Springs, Florida. Allegations include breach of lease agreement, breach of guaranty, unjust enrichment and payments due as a holdover tenant. Plaintiff seeks damages equal to 200% of the base rent and operating expense contribution due under the alleged lease, less amounts paid by tenants from October 1, 2007 until August 27, 2010, plus statutory interest and attorneys’ fees and costs.

On November 19, 2010, defendants filed a Motion to Dismiss Complaint. The basis for this motion generally arises from defendants belief that the alleged lease expired on October 31, 2007. Because no lease existed , no breach of lease agreement may be maintained against the defendants. In addition, among other things, the motion provides that certain of the parties were not proper party defendants to the action, particularly, Valiant Health Care, Inc. was not a party to the expired lease, nor was it an obligor under the lease.

The matter awaits the court’s ruling on the motion to dismiss.

(2) Masterfile Corporation v. Accessible Healthcare Services, Inc. and Valiant Health Care, Inc.

Filed around December 23, 2010 in the U.S. District Court for the Northern District of Georgia, Atlanta Division, this case generally involves alleged copyright infringement by defendants of intellectual property owned by plaintiff. Plaintiff seeks injunctive relief and damages, including reasonable costs and attorneys’ fees. Defendants have filed a motion to dismiss this action based on lack of personal jurisdiction and improper venue. A decision of the motion to dismiss is pending.

ITEM 4.

Removed and Reserved

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is quoted on any exchange on the OTC Markets under the symbol “VHCI.”

At March 31, 2011, there were 220 record holders of our common stock.

We have never paid or declared any cash dividends on our common stock and we do not intend to pay dividends on our common stock in the near future. We presently expect to retain any future earnings to fund continuing development and growth of our business. Any payment of dividends on our common stock in the future is subject to the discretion of our board of directors and will depend on our earnings, financial condition, capital requirements and other relevant factors.

As of the date of this report, we have no existing equity compensation plans, although we may consider adopting a plan or plans during 2011.

ITEM 6.

SELECTED FINANCIAL DATA

Not required.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following analysis of the Company’s financial condition as of December 31, 2010, and the Company’s results of operations for the years ended December 31, 2009 and 2010, should be read in conjunction with the Company’s consolidated financial statements and notes thereto included elsewhere in this Annual Report. The following discussion contains forward-looking statements that involve risk and uncertainties. The Company’s actual results may differ significantly from the results discussed in the forward-looking statements. The financial information listed below has been rounded in order to simplify its presentation. However, the percentages provided below are calculated using the detailed financial information contained in the consolidated financial statements, the notes thereto and the other financial data included elsewhere in this Annual Report.

Overview

We were organized in 2005. The Company previously operated as a telemarketing and Internet marketing managing call center to acquire potential clients, as well as a mortgage broker.

The Company currently operates under the “Accessible Home Health Care” name and trademarks and is in the business of operating and selling franchises.

On November 12, 2010, Valiant acquired for accounting purposes Atlantic Medical Supply, Inc., a durable medical equipment business.

Our current cash funds from operations may not be adequate to fund our growth strategy or any acquisition. It is likely that we will seek financing through a combination of debt and/or equity depending on the size and the terms of the acquisition. As a result of the recent lack of liquidity in the credit markets, however, it is unclear whether we will be able to borrow significant amounts of funds in order to acquire companies. We will therefore need to utilize equity through either the sale of our common stock publicly or privately or through the use of our common stock as consideration in the acquisition of a company. However, we may not be able to target or acquire strategic acquisitions on terms beneficial to us or our internal growth may not develop as expected.

Results of Operations

Year Ended December 31, 2010 Compared to the Year Ended December 31, 2009.

General. The results of operations and other financial information included in this section for 2010 disclosed below includes a portion of the operations of Atlantic Medical from November 12, 2010 through December 31, 2010, even though we have not yet completed this acquisition. Our results would have been materially different if the Atlantic Medical results were not included, particularly, we would have incurred a greater net loss for the year ended December 31, 2010. There is no assurance that we will be able to consummate the second and final part of the Atlantic Medical transaction.

Revenues. Our franchise revenues consist of initial franchise fees, continuing services fees and royalties from our franchisees. Franchise revenues for the year ended December 31, 2010 were approximately $1.4 million compared to approximately $1.5 million during the year ended December 31, 2009, a decrease of 8.5%. The decrease is primarily from our having sold fewer franchise units in 2010 than in 2009, providing lower franchise sales revenues, partially as a result of the down turn in the economy and by our increased attention to our “management care” program that utilized staffing resources that might have otherwise gone toward selling new franchises. This decrease was offset somewhat by an increase in royalty and other franchise service revenues as our franchisee’s businesses grow and mature. As a result of approximately $331,000 of revenues from the sale of medical equipment by Atlantic Medical for the year ended December 31, 2010 that is required to be included in our statements as a result of the first part of that transaction, our total revenues for the year ended December 31, 2010 were approximately $1.7 million compared to approximately $1.5 million for the year ended December 31, 2009, when no sales of medical equipment are included.

General and Administrative Expenses. General and administrative expenses primarily consists of salaries, wages and benefits for our employees, as well as office overhead and professional fees. General and administrative expenses for the year ended December 31, 2010 were approximately $1.4 million compared to approximately $1.1 million during the year ended December 31, 2009, an increase of 30%. The increase is primarily the result of higher salaries, wages and benefits from an increased staffing level and general licensing fees as more franchises are added. The increase also includes approximately $112,000 of general and administrative expenses from Atlantic Medical for the year ended December 31, 2010 and none for the year ended December 31, 2009.

Sales and Marketing Expenses. Sales and marketing expenses primarily consist of advertising costs associated with publicizing our franchise offering. Sales and marketing expenses for the year ended December 31, 2010 were approximately $57,000 compared to approximately $112,000 during the year ended December 31, 2009, a decrease of 49%. The decrease is primarily the result of less print advertising and the reduced use of sales brokers in favor of an increased in-house internet marketing effort, but partially offset by approximately $48,000 of sales and marketing expenses attributable to Atlantic Medical.

Bad Debt Expense. Bad debt expense consists of accounts deemed uncollectible as of December 31, 2010. Bad debt expense for the year ended December 31, 2010 was approximately $264,000 compared to approximately $10,000 for the year ended December 31, 2009. This increase was primarily from a franchise account balance that after review was considered to be uncollectible and the portion of Atlantic Medical’s account receivable balance that would be uncollectible.

Other Expenses. Other expenses primarily consist of interest expense on our limited indebtedness and the cost of the Merger as mentioned earlier. Total other expenses for the year ended December 31, 2010 were approximately $105,000 compared to approximately $4,000 during the year ended December 31, 2009. The increase is primarily the result of costs related to the Merger.

Income Tax Provision. Our effective tax rates for the years ended December 31, 2010 and 2009 was 22.3% and 38.3%, respectively.

Net Income (Loss). Our net loss for the year ended December 31, 2010 was approximately $195,000 as compared to a net income of approximately $101,000 for the year ended December 31, 2009. The decrease is primarily the result of our having costs related to the Merger included for the year ended December 31, 2010 as well as having sold fewer franchise units during 2010 than during 2009, partially as a result of the down turn in the economy and by our increased attention to our “management care” program that utilized staffing resources that might have otherwise gone toward selling new franchises. The net loss for the year ended 2010 was also partially offset by operating income of approximately $136,000 that was recorded by us that was attributable to Atlantic Medical operations for the period subsequent to our acquisition. Without the Atlantic Medical portion, our net loss for the year ended December 31, 2010 would have been approximately $(274,000).

Cash Flows

Year Ended December 31, 2010 as Compared with the Year Ended December 31, 2009

Operating Activities. Net cash flow provided by operating activities was approximately $52,000 during the year ended December 31, 2010 as compared to net cash flow provided by operating activities of approximately $35,000 for the year ended December 31, 2009. The difference was a result of recording the cash portion of the purchase price for the Merger as a liability even though the cash has not yet been paid as of the date of this report, an increase of having costs related to the Merger included for the 2010 results and an increase in salaries, wages and benefits.

Financing Activities. Net cash used by financing activities during the year ended December 31, 2010 was approximately $54,000 primarily due to the pay down of lease and notes payable obligations. Net cash provided during the year ended December 31, 2009 was approximately $34,000 due to funds received from an investor, offset somewhat by payments on a lease and notes payable obligations.

Investing Activities. Net cash used by investing activities totaled approximately $9,000 for the year ended December 31, 2010 and $13,000 for the year ended December 31, 2009 due to the cost of leasehold improvements.

Liquidity and Capital Resources

Our cash requirements during the year ended December 31, 2010, were financed primarily from operating cash flow from operations. As of December 31, 2010, we had cash and cash equivalents of approximately $70,000. We believe that our existing available cash and cash equivalents and future cash collections from accounts receivable and operating cash flow will be sufficient to satisfy our operating cash needs for the next 12 months at our current level of business. We do not have any arrangements with any bank or financial institution to secure additional financing and there can be no assurance that any such arrangement, if required or otherwise sought, would be available on terms deemed to be commercially acceptable and in our best interests. In addition, if our working capital or other capital requirements are greater than currently anticipated, we could be required to seek additional funds through sales of equity, debt or convertible securities, or through credit facilities. Failure to secure such financing or to raise additional capital or borrow additional funds and/or expand our operations may result in our not being able to progress with our growth strategy which includes the acquisition of complementary health care product and service providers, as well as existing Medicare-certified home health care providers.

Our growth plans may require us to attempt one or more of the following:

secure additional equity financing;

secure short and long-term debt financing;

pursue the purchase of certain revenue generating assets or businesses; and

reduce our current expenditures.

There is no guarantee that such resources will be available to us on terms acceptable to us, or at all, or that such resources will be received in a timely manner, if at all, or that we will be able to reduce our expenditure rate without materially and adversely affecting our business. Inability to secure additional resources may cause us to reduce or cease undertaking our growth strategy. Management’s implementation of one or more of these options may be subject to shareholder approval.

We understand the current economic environment may limit our efforts to raise the necessary capital to expand our business operations. We intend to seek additional funds through the sale of our securities as needed in the future in order to finance acquisitions, and growth in our management and marketing personnel needed to keep pace with our expanded franchisee base and to expand our marketing and promotional capabilities. In addition, it is our intention, if at all possible, to finance any future acquisitions through the issuance of our debt and/or equity securities. However, we might not be able to obtain any additional funds when required on commercially reasonable terms, or at all.

Contractual Obligations

This information is not required under by Item 303 of Regulation S-K for “smaller reporting companies.”

Critical Accounting Policies

A summary of the significant accounting practices that relate to us are described in Note 1 to the Notes to our consolidated financial statements.

Off-Balance Sheet Arrangements.

We do not have any off-balance sheet arrangements, investments in special purpose entities or undisclosed borrowings or debt. Additionally, we are not a party to any derivative contracts or synthetic leases.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not use derivative financial instruments in its operations or investments. The Company is not exposed to market risk from changes in interest rates since we currently do not have any outstanding variable rate debt.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements of the Company as of December 31, 2010 and for the two years in the period ending December 31, 2010, together with the report of Daszkal Bolton LLP, dated April 21, 2011, appear on pages F-1 to F-16 herein.

Valiant Health Care, Inc.

Consolidated Financial Statements

Years Ended

December 31, 2010 and 2009

Table of Contents

Independent Auditors’ Report	F-1

Consolidated Financial Statements:

Consolidated Balance Sheets	F-2

Consolidated Statements of Operations	F-3

Consolidated Statements of Changes in Stockholder’s Equity	F-4

Consolidated Statements of Cash Flows	F-5

Notes to the Consolidated Financial Statements	F-6 - F-16

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Valiant Health Care, Inc.

Coral Springs, Florida

We have audited the accompanying consolidated balance sheets of Valiant Health Care, Inc. as of December 31, 2010 and 2009, and the related statements of operations, stockholders’ equity and cash flows for each of the years in the two year period ended December 31, 2010. Valiant Health Care, Inc., management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Valiant Health Care, Inc., as of December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

/s/Daszkal Bolton LLP

Boca Raton, Florida

April 21, 2011

2401 NW Boca Raton Boulevard ♦ Boca Raton, FL 33431-6632 ♦ t: 561.367.1040 ♦ f: 561.750.3236

4455 Military Trail, Suite 201 ♦ Jupiter, FL 33458-4843 ♦ t: 561.622.8920 ♦ f: 561.624.1151

490 Sawgrass Corporate Parkway, Suite 200 ♦ Sunrise, FL 33325-6254 ♦ t: 954.974.3544 ♦ f: 954.974.3680

PCAOB Registered www.daszkalbolton.com

Affiliated Offices Worldwide

F-1

~~WILLING~~VALIANT ~~HOLDING~~HEALTH CARE, INC. CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2010 AND 2009

B ALANCE SHEETS

	2010		2009
ASSETS
Current Asset:
Cash and Cash Equivalents	$	69,583	$	81,171
Accounts Receivable, net		355,009		221,803
Inventory		104,726		-
Prepaid Expenses		13,411		5,821
Other Receivables		140,690		106,142
Notes Receivables - deferred revenue		64,050		187,300
Notes Receivables		-		77,349
Total Current Assets		747,469		679,586

Property & Equipment, net		275,663		89,878

Other Assets:
Deferred Costs		59,517		-
Security Deposits		15,000		13,800
Deferred Tax Asset		127,795		-
Goodwill		1,030,993		-
Long term receivable		79,606		81,544
Intangible, net		666,504
Notes receivable, net of current portion		-		-
Notes receivable - deferred revenue		-		82,050
Total Other Assets		1,979,415		177,394

Total Assets	$	3,002,547	$	946,858

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	174,708	$	39,543
Accrued expenses		207,524		87,036
Capital lease, current maturities		381,178		8,599
Notes payable, current maturities		1,589,338		8,871
Deposit on Prospective units		20,000		-
Deferred Revenue		64,050		187,300
Promissory notes		-		50,000
Income taxes payable		130,632		62,506
Total Current Liabilities		2,567,431		443,855

Long-Term Liabilities:
Capital lease, net of current portion		63,341		5,439
Notes Payable, net of current maturities		33,202		42,672
Deferred Revenue		-		82,050
Total Long-Term Liabilities		96,543		130,161
Total Liabilities		2,663,974		574,016

Commitments and Contingencies		-		-

Stockholder's Equity:
Preferred stock Class A, $.001 par value; 250,000 share authorized 0 shares issued and outstanding		-		-
Preferred stock, $.001 par value; 9,750,000 share authorized 0 shares issued and outstanding		-		-
Common Stock Class A, $.0001 par value, 150,000,000 shares authorized; 29,902,344 shares issued and outstanding		2,990		2,523
Common Stock Class B, $.01 par value, 5,000,000 shares authorized; 0 shares issued and outstanding		-		-
Additional Paid in Capital		250,987		90,543
Retained Earnings		84,596		279,776
Total Stockholder's Equity		338,573		372,842

Total Liabilities and Stockholder's Equity	$	3,002,547	$	946,858

	December 31, 2009			December 31, 2008
Assets
Current Assets:
Cash and Cash Equivalents	$	2,950			5,259
Other current assets		1,500		$	7,000
Prepaid Expenses		—			303,600
Total Current Assets		4,450			315,859
Fixed Assets		—			427,232
Prepaid Expenses and Deposits		—			910,305
Total Assets	$	4,450		$	1,653,396
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts Payable and Accrued Expenses		540,050			419,957
Related Party Payable	$	78,191		$	103,251
Due to Former Parent		—			127,945
Judgment and Settlements Payable		2,087,984			2,113,428
Current Portion of Long Term Debt		—			117,278
Total Current Liabilities		2,706,225			2,881,859
Long Term Debt		—			445.894
Total Liabilities		2,706,225			3,327,753
Stockholders’ Equity:
Preferred Stock, 10,000,000 authorized , 250,000 and 0 issued and outstanding @ $ .001 par value		—			250
Common Stock, 150,000,000 shares authorized, 2,802,344 and 1,760,880 issued and outstanding @ $ .0001 par value respectively		280			177
Additional Paid in Capital		3,061,035			2,188,823
Retained Deficit		(5,763,090	)		(3,863,617	)
Total Stockholders’ Equity (Deficit)		(2,707,775	)		(1,674,357	)
Total Liabilities and Stockholders Equity	$	4,450		$	1,653,396

See accompanying notes to the consolidated financial statements.

The accompanying notes are an integral part of these financial statements.

F-2

~~WILLING~~VALIANT ~~HOLDING~~HEALTH CARE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

S TATEMENT OF OPERATIONS

	2010			2009

Revenues:
Franchise sales	$	624,961		$	895,200
Franchise Support Services		750,792			608,864
Medical Equipment Sales		330,636			-
Other		5,753			1,001
Total Revenues		1,712,142			1,505,065

Expenses:
Cost of Goods Sold-Medical Equipment		14,129			-
Sales and marketing		56,914			111,942
Stock-based compensation		-			78,620
General and administrative		1,449,211			1,112,550
Bad Debt Expense		264,205			9,631
Depreciation and amortization		52,484			17,814
Total expenses		1,836,943			1,330,557

Operating (loss) income		(124,801	)		174,508

Other expenses:
Interest expense (income)		21,912			7,139
Other expenses		104,557			4,059
Total other expenses		126,469			11,198

(Loss) income before income tax provision		(251,270	)		163,310

Income tax provision		56,090			(62,506	)

Net (loss) income	$	(195,180	)	$	100,804

Per Common Share:
Net (loss) income basic and diluted		(0.01	)		0.01

Weighted Average Shares of Common Stock		27,736,869			11,228,860

	For the years ended December 31,
	2009			2008
Revenues	$	259,521			1,156,616
Expenses:					—
Selling, General and Administrative Costs		2,159,004			4,134,391
Loss from Operations		(1,899,483	)		(2,977,775	)
Other Expenses:
Impairment Loss		—			(757,887	)
Gain on Investment		—			2,000
Total Other Expenses		—			(755,887	)
Net (Loss)	$	(1,899,483	)	$	(3,733,662	)
Profit (Loss) Per Share	$	(.77	)	$	(3.10	)
Weighted Average Shares Outstanding Basic and fully diluted		2,458,670			1,205,742

See accompanying notes to the consolidated financial statements.

The accompanying notes are an integral part of these financial statements.

F-3

~~Willing~~VALIANT ~~Holding~~HEALTH CARE, ~~Inc~~INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUTIY FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

Statement s of Stockholders’ Equity (Deficit)

					Class A				Additional
	Preferred Stock				Common Stock				Paid-In			Retained
	Shares		Par Value		Shares		Par Value		Capital			Earnings			Total

Balance, December 31, 2008		-	$	-		1,850,911	$	185	$	13,761		$	178,972		$	192,918

Stock issued in recapitalization		-		-		22,519,418		2,252		(2,252	)		-			-

Shares issued to employees		-		-		855,532		86		3,034			-			3,120

Warrants and options issued to employees		-		-		-		-		76,000			-			76,000

Net income		-		-		-		-		-			100,804			100,804

Balance, December 31, 2009		-	$	-		25,225,861	$	2,523	$	90,543		$	279,776		$	372,842

Debt conversion to shares		-		-		24,140		2		55,694			-			55,696

Debt conversion to shares		-		-		3,152,343		315		(120,200	)		-			(119,885	)

Purchase of AMS		-		-		1,500,000		150		224,950			-			225,100

Net loss		-		-		-		-		-			(195,180	)		(195,180	)

Balance, December 31, 2010		-	$	-		29,902,344	$	2,990	$	250,987		$	84,596		$	338,573

																Retained
	Common Stock						Preferred Stock									Earnings
	Shares			Amount			Shares			Amount			APIC			(Deficit)			Total
Balance December 31, 2007		20,000,000			2,000			—			—			—			(129,945	)		(127,945	)
Shares cancelled		(18,999,120	)		(1,900	)		—			—			—			—			(1,900	)
Shares issued for cash		125,000			12			—			—			360,088			—			360,100
Shares cancelled		(125,000	)	$	(12	)		—		$	—		$	(359,988	)	$	—		$	(360,000	)
Shares issued for services		735,000			74			250,000			250			2,116,726			—			2,117,050
Shares issued for acquisition		25,000			3			—			—			71,997			—			72,000
Net Loss																	(3,733,662	)		(3,830,662	)
Balance December 31, 2008		1,760,880			177			250,000			250		$	2,188,823			(3,863,607	)		(1,674,357	)
Shares issued for services		175,000			17			—			—			393,103						393,120
Shares issued for debt conversion		866,464			86			—			—			573,859						573,945
Shares surrendered		—			—			(250,000	)		(250	)		250			—			—
Stock options cancelled														(95,000	)					(95,000	)
Net Loss		—			—			—			—			—			(1,899,483	)		(1,899,483	)
Balance December 31, 2009		2,802,344			280			—			—			3,061,035			(5,763,090	)		(2,701,775	)

See accompanying notes to the consolidated financial statements.

The accompanying notes are an integral part of these financial statements.

F-4

~~WILLING~~VALIANT ~~HOLDING~~HEALTH CARE, INC. CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

S TATEMENT OF CASH FLOWS

	2010			2009

Cash Flows from Operating Activities:
Net (Loss) Income		(195,180	)		100,804
Adjustments to reconcile net(loss) income to net cash provided by operating activities
Depreciation expense		52,484			17,814
Depreciation included in costs of goods sold		26,760
Income Taxes		-			-
Share-based compensation		-			79,120
Recapitalization related to reverse merger		(119,885	)		-
Noncash interest on conversion of debt to equity		5,695			-
Senior Secured Note related to reverse merger		79,806			-
Issuance of 1,500,000 common shares, as part of Atlantic Medical purchase		225,100			-
Cash acquired in acquition		22,666			-
(Increase) decrease in:
Accounts Receivables, net		(133,206	)		(61,590	)
Inventory		(104,726	)		-
Prepaid expenses		(7,590	)		(2,226	)
Other receivables		(34,548	)		(106,142	)
Deferred costs		(59,416	)		-
Notes receivables		79,287			(81,544	)
Notes receivable - deferred revenue		205,300			(269,350	)
Deferred Tax Asset		(127,795	)
Security deposits		(1,200	)		(300	)
Increase (Decrease) in:
Accounts payable		135,168			25,666
Accrued expenses		120,486			40,974
Deferred revenue		(205,300	)		269,350
Deposit on prospective units		20,000			(40,000	)
Income taxes payable		68,126			62,506
Net Cash Flows provided in Operating Activities		52,032			35,082

Cash Flows from Investing Activities
Purchase of property and equipment		(9,375	)		(12,944	)
Net Cash Flows used in Investing Activities		(9,375	)		(12,944	)

Cash Flows from Financing Activities
Payment under lease obligation		(54,374	)		(7,761	)
Notes receivable, payments		9,000			10,797
Notes receivable, borrowings		-			(15,617	)
Note payable, payments		(8,871	)		(3,528	)
Proceeds from issuance of promissory notes		-			50,000
Net Cash Flows used by Financing Activities		(54,246	)		33,891

Net decrease in cash		(11,589	)		56,029
Cash, beginning of year		81,171			25,142
Cash, end of year		69,583			81,171

Supplemental cash flow information
Cash paid for interest		11,744			3,367
Notes payable, vehicle purchased		-			55,073
Conversion of promissory note to common stock		50,000			-
Additions to capital leases		48,875			-

	For the Years Ended December 31,
	2009			2008
Cash Flows from Operating Activities:
Net Profit (Loss) for Year	$	(1,899,483	)	$	(3,733,662	)
Depreciation and amortization		40,900			120,000
Gain (loss) on Marketable Securities		5,500			2,000
Share issuance					72,000
Share issuance for services		393,120			2,116,800
Loss on cancellation of employment contract		836,900			—
Forfeiture of stock options		(95,000	)
Loss on disposal of fixed assets		386,332
Share issuance					253
Marketable Securities		—			95,000
Loans held for resale		—			—
Prepaid Costs and Advances		166,800			(1,213,905	)
Due to Affiliate		—			—
Accounts Payable and Judgments Payable		300,649			2,533,482
Cash Provided (Used) By Operations		135,718			(8,032	)
Net Cash Used by Investing Activities
Purchase of Assets		—			(547,232	)
Marketable Securities		—			(105,000	)
Cash Provided by Investing Activities		—			(652,232	)
Net Cash Provided by Financing Activities
Proceeds of Common Stock and Contribution					100
Proceeds from (payment to) Related Party		(25,060	)		103,251
Increase in (repayment of ) borrowings		(112,967	)		597,892
Repayment of Borrowings					(34,720	)
Cash Used for Financing Activities		(138,027	)		666,523
Increase (Decrease) in Cash		(2,309	)		5,259
Cash-Beginning		5,259			—
Cash-End	$	2,950		$	5,259
Supplemental disclosures:
Income Taxes paid	$	—		$	—
Interest Expense	$	—		$	—
Supplemental Disclosure of Non-Cash Items:
Common stock issued for conversion of debt	$	573,945			—

See accompanying notes to the consolidated financial statements.

The accompanying notes are an integral part of these financial statements.

F-5

~~WILLING HOLDING~~Valiant Health Care, ~~INC~~Inc. Notes to the Consolidated Financial Statements

~~N OTES~~Note TO1 ~~FINANCIAL~~– ~~STATEMENTS~~Organization and Significant Accounting Policies

~~DECEMBER 31,~~Nature ~~2009AND~~of ~~2008~~the Business

~~Note 1~~Valiant –Health ~~Organization~~Care, ~~Business~~Inc., &(“Valiant” ~~Operations~~or “the Company”), formerly Willing Holding, Inc., was incorporated in the state of Florida in November of 2005. The Company previously operated as a telemarketing and Internet marketing managing call center to acquire potential clients, as well as a mortgage broker.

~~Willing Holding,~~The ~~Inc.~~Company ~~formerly~~currently ~~Perfect~~operates ~~Web~~under ~~Inc. was incorporated in~~ the ~~state~~“Accessible ofHome ~~Florida in~~Health ~~November~~Care” ofname ~~2005.~~and ~~For the years 2006~~trademark, ~~2007~~ and ~~until~~is ~~July~~in ~~2008~~ the ~~Company was a wholly owned subsidiary of Perfect Web Technologies, Inc. when it was spun out as a separate Company. The Company has entered the~~ business of ~~telemarketing~~ operating and ~~Internet~~selling marketing that manages a call center employing either a live operator or a recorded message, in which case it is known as “automated telemarketing” using voice broadcasting to acquire potential clients through its wholly owned subsidiary New World Mortgagefranchises.

~~Prior~~On ~~to the~~November ~~emergence~~12, ~~of an economic slowdown and its adverse effect on the mortgage and housing industries~~2010, ~~New~~Valiant ~~World~~acquired ~~developed~~Atlantic anMedical ~~e- commerce platform that combines search engine organization and website design for small businesses~~Supply, ~~its primary market~~Inc. ~~The service~~(“AMS”), ~~located~~a atdurable ~~www.toprankedlisting.com,~~medical isequipment ~~focused on placing its clients in the top of the major search engines local directories that include those provided by Yahoo and Google~~business.

~~Note~~Reverse ~~2 - Going Concern and Management’s Plans~~Merger

~~The accompanying~~Pursuant ~~consolidated~~to ~~financial~~an ~~statements~~Asset ~~have~~Purchase ~~been~~Agreement ~~prepared~~(‘‘Purchase inAgreement’’), ~~conformity with~~by ~~generally~~Valiant ~~accepted accounting~~and ~~principles~~Valiant ~~which~~ACMS, ~~contemplate continuation~~Inc. of(formerly ~~the~~known ~~company~~ as aValiant ~~going~~Healthcare, ~~concern~~Inc. ~~However~~), asValiant ofpurchased ~~December~~all ~~31, 2009,~~of the ~~Company~~assets ~~has~~of anValiant ~~accumulated~~ACMS, ~~deficit of $5~~Inc.,~~986,406~~ ~~and~~with ~~has~~Valiant ~~yet~~ACMS, ~~to be profitable~~Inc. ~~The~~receiving ~~Company’s~~control ~~current~~over ~~business~~Valiant ~~plan~~upon ~~requires~~receipt ~~additional~~of ~~funding beyond~~a ~~its~~majority ~~anticipated~~of ~~cash~~the ~~flows~~common ~~from~~stock ~~operations~~of Valiant. This ~~These~~transaction ~~and~~is ~~other~~referred ~~factors~~to ~~raise substantial~~throughout ~~doubt~~this ~~about~~report as the ~~Company’s~~“‘Merger”, ~~ability~~which towas ~~continue~~effective as aof ~~going concern~~July 16, 2010.

~~The ability~~For ofaccounting purposes, the ~~Company~~Merger tohas ~~continue~~been accounted for as a ~~going~~reverse ~~concern~~acquisition istantamount ~~dependent~~to ~~upon~~an ~~its ability~~equity recapitalization. As a result, the Merger was considered to ~~raise~~be ~~additional~~a capital transaction and ~~achieve~~for ~~profitable~~accounting ~~operations~~purposes, with Valiant issuing stock, followed by a recapitalization. The ~~accompanying~~ ~~consolidated~~net ~~financial~~monetary ~~statements~~assets doof ~~not~~the ~~include~~Company ~~any~~were ~~adjustments that~~recorded ~~might~~at betheir ~~necessary~~fair ifvalue, essentially equivalent to historical costs, with no goodwill or other intangible assets recorded. The accumulated deficit of Valiant ACMS, Inc. was carried forward after the ~~Company~~Merger. isOperations ~~unable~~prior to ~~continue~~the asMerger aare ~~going concern~~those of Valiant ACMS, Inc.

~~Note 3~~All -share ~~Summary~~and ofper ~~Significant~~share ~~Accounting~~amounts ~~Policies~~have been restated to reflect the recapitalization.

~~Principles of~~After ~~Consolidation~~the closing, the Company changed its legal name to “Valiant Health Care, Inc.”

~~The accompanying~~Immediately ~~financial~~after ~~statements~~the ~~have~~consummation ~~been~~of ~~prepared~~the inMerger, ~~conformity~~the ~~with accounting~~Company ~~principles~~sold ~~generally~~all ~~accepted~~of the issued and outstanding shares it owned in ~~the~~its ~~United~~mortgage ~~States~~broker ~~of America~~subsidiary for $100.

~~The financial~~Liquidity ~~statements include the accounts of the Company,~~ and ~~its~~Capital ~~newly acquired 100% owned subsidiary, New World Mortgage which was acquired on April 15, 2008.~~Resources

The Company’s ~~treated~~cash ~~this~~requirements ~~acquisition~~for asthe ayear ~~purchase~~ended ~~and~~December as31, ~~such~~2010 ~~has~~were ~~included~~financed inprimarily from operating cash flows. At December 31, 2010, the ~~statement~~ Company had cash and cash equivalents of ~~operations~~$69,583. Management ~~their~~believes ~~activity~~that the existing available cash and cash equivalents and future cash collections from ~~April~~accounts ~~15,~~receivable ~~2008~~and operating cash flows will be sufficient to ~~December~~satisfy 31the Company’s operating cash needs for the next 12 months. The Company does not have any arrangements with any bank or financial institution to secure additional financing and there can be no assurance that any such arrangement, ~~2008~~ if required or otherwise sought, would be available on terms deemed to be commercially acceptable and ~~then~~in ~~from~~the ~~January~~best 1interests of the Company. In addition, ~~2009~~if existing working capital or other capital requirements are greater than currently anticipated, the Company could be required to ~~December~~seek 31additional funds through sales of equity, ~~2009~~debt or convertible securities, or through credit facilities. ~~All~~ ~~intercompany transactions~~Failure ~~have~~to ~~been~~secure ~~eliminated~~such financing or to raise additional capital or borrow additional funds may result in ~~consolidation~~the inability of the Company to progress with its growth strategy which includes the acquisition of complementary health care product and service providers, as well as existing Medicare-certified home health care providers.

Cash and cash equivalents

The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.

Inventories

Inventories are stated at the lower of cost or market. Cost is computed on a weighted-average basis, which approximates the first-in, first-out method; market is based upon estimated replacement costs. Costs included in inventory primarily include finished spirit product and packaging.

F-6

~~Use~~Valiant ~~of estimates~~Health Care, Inc. Notes to the Consolidated Financial Statements

~~The preparation~~Note of1 ~~financial~~– ~~statements~~Organization ~~in conformity with generally accepted accounting principles requires management to make estimates~~ and ~~assumptions~~Significant ~~that affect~~Accounting ~~the~~Policies, reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.continued

~~Property &~~There ~~equipment~~is no guarantee that such resources will be available to the Company on acceptable terms or at all, or that such resources will be received in a timely manner, if at all, or that the Company will be able to reduce its expenditure rate without materially and adversely affecting its business. Inability to secure additional resources may cause the Company to reduce or cease undertaking its growth strategy.

~~Property and~~Note ~~equipment~~2 ~~are~~– ~~recorded~~Summary ~~at cost. Depreciation is computed using the straight-line method over useful lives~~ of 3Significant toAccounting 10 years. The cost of assets sold or retired and the related amounts of accumulated depreciation are removed from the accounts in the year of disposal. Any resulting gain or loss is reflected in current operations. Assets held under capital leases are recorded at the lesser of the present value of the future minimum lease payments or the fair value of the leased property. Expenditures for maintenance and repairs are charged to operations as incurred.Policies

~~Impairment~~ Basis of ~~long-lived assets~~presentation

~~Effective January~~The 1,accompanying ~~2002,~~consolidated ~~the Company adopted Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), which addresses~~ financial ~~accounting~~statements ~~and~~include ~~reporting for~~ the ~~impairment~~accounts ~~or disposal~~ of ~~long-lived assets and supersedes SFAS No. 121, “Accounting for~~ the ~~Impairment~~ of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations for a Disposal of a Segment of a Business.” The Company ~~periodically evaluates the carrying value of long-lived assets to be held~~ and ~~used in accordance with SFAS 144~~AMS. All ~~SFAS~~intercompany ~~144~~accounts ~~requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present~~ and ~~the~~transactions ~~undiscounted~~have ~~cash~~been ~~flows~~eliminated estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in ~~a similar manner, except that fair market values are reduced for the cost of disposal~~consolidation.

~~Basic and~~Use ~~Diluted~~of ~~Net Income per Share~~Estimates

~~Basic earnings~~The ~~per~~preparation ~~share~~of isconsolidated ~~calculated~~financial ~~using~~statements ~~the~~in ~~weighted-average~~conformity ~~number~~with ofgenerally ~~common shares~~accepted ~~outstanding~~accounting ~~during~~principles ~~the~~requires ~~period~~management ~~without~~to ~~consideration~~make ofestimates and assumptions that affect the ~~dilutive effect~~reported amount of ~~stock~~assets ~~warrants~~ and ~~convertible~~liabilities ~~notes.~~and ~~Diluted~~disclosure ~~earnings~~of ~~per~~contingent ~~share~~assets ~~is calculated~~and ~~using~~liabilities at the ~~weighted-average~~date ~~number~~ of ~~common~~the ~~shares~~financial ~~outstanding~~statements ~~during~~ and the ~~period~~reported ~~after~~amounts ~~consideration~~ of revenues and expenses during the ~~dilutive~~reporting ~~effect~~period. Actual ofresults ~~stock~~could ~~warrants~~differ ~~and convertible~~from ~~notes~~those estimates.

~~Stock-based compensation~~Cash and Cash Equivalents

~~In December~~The ~~2004,~~Company ~~the~~considers ~~Financial~~all ~~Accounting~~highly ~~Standards~~liquid ~~Board~~investments ~~(FASB)~~purchased ~~issued~~with ~~SFAS~~an ~~No. 123(R),~~original ~~Share-Based~~maturity ~~Payment.~~of ~~This~~three ~~pronouncement~~months ~~amends~~or ~~SFAS~~less ~~No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued~~ to ~~Employees.~~be ~~SFAS~~cash Noequivalents. At ~~123(R)~~December ~~requires~~31, ~~that~~2010 ~~companies account for awards of equity instruments issued to employees under the fair value method of accounting~~ and ~~recognize such amounts in their statements of operations. Under SFAS No. 123(R)~~2009, wethere ~~are~~were ~~required~~no tocash measure compensation cost for all stock-based awards at fair value on the date of grant and recognize compensation expense in our consolidated statements of operations over the service period that the awards are expected to vestequivalents.

~~The Company~~Accounts accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of SFAS 123(R) and the Emerging Issues Task Force consensus in Issue No. 96-18 (“EITF 96-18”), “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services”. Common stock issued to non-employees in exchange for services is accounted for based on the fair value of the services received.Receivable

~~Fair value~~Accounts receivable are due from franchisees for royalties and support services as of ~~financial~~December ~~instruments~~31, 2009 and 2008. As of December 31, 2010, accounts receivable also includes amounts due from medical equipment sales. Accounts receivable from franchisees are collateralized by the franchise unit. Management individually reviews all accounts receivable balances and estimates the portion, if any, of the balance that will not be collected. The allowance for doubtful accounts was $162,695 and $9,631, at December 31, 2010 and 2009, respectively.

~~Statement of~~Property Financial Accounting Standard No. 107, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for current assets and ~~current liabilities qualifying as financial instruments are a reasonable estimate of fair value.~~Equipment

Property and equipment are stated at cost and depreciated using the straight-line method over the following estimated useful lives of the assets. Amortization expense is included with depreciation expense.

Goodwill and Intangible impairment evaluation

Goodwill represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill will be assessed at least annually for impairment and any such impairment is to be recognized in the period identified.

Shipping and Handling Costs

Amounts billed to third-party customers for shipping and handling is included as a component of revenue. Shipping and handling costs incurred are included in cost of goods sold and totaled $24,299 and $13,193 for the years ended December 31, 2010 and 2009, respectively.

F-7

~~Revenue recognition~~Valiant Health Care, Inc. Notes to the Consolidated Financial Statements

~~Sales~~Note ~~of products~~2 ~~and~~– ~~related~~Summary ~~costs~~ of ~~products~~Significant ~~sold~~Accounting ~~are recognized when (i) persuasive evidence of an arrangement exists~~Policies, ~~(ii) delivery has occurred, (iii) the price is fixed or determinable and (iv) collectability is reasonably assured.~~Continued

~~Allowance for~~Franchise ~~doubtful~~Revenue ~~accounts~~Recognition Policy

~~We provide~~Revenue anearned ~~allowance~~includes ~~for~~initial ~~estimated~~franchise ~~uncollectible~~fees, ~~accounts~~continuing ~~receivable~~service ~~balances based~~fees, onand ~~historical~~royalties. Continuing ~~experience~~service fees and royalties are recognized in the ~~aging~~period in which they are earned. Franchise fee revenue is recognized and fully earned upon the signing and acceptance of the ~~related~~franchise ~~accounts receivable~~agreement and franchise fee by both parties. FASB ASC 952-605-25 stipulates that initial franchise fee revenue from a franchise sale should be recognized when the franchiser has substantially performed or satisfied all material services or conditions relating to the sale. Substantial performance has occurred when the franchisor has: (a) no remaining obligations or intent to refund any cash received or to forgive any unpaid notes or receivables; (b) performed substantially all of the initial services required by the franchise agreement (such as providing assistance in site selection, obtaining facilities, advertising, training, preparing operating manuals, bookkeeping, or quality control); and (c) met all other material conditions or obligations. Costs and expenses are recognized during the period in which they are incurred.

Advertising

The Company’s ~~expenses~~policy is to report advertising costs as expensed in the periods in which the costs are incurred. The ~~Company~~total ~~incurred~~amounts ~~no Advertising~~charged ~~costs~~to advertising expenses were approximately $3,283 and $27,980 for the years ended December 31, ~~2009~~2010 and ~~2008~~2009, respectively.

~~Income Taxes~~Date of Management Review

The Company ~~accounts~~evaluates ~~for~~events ~~income~~and ~~taxes~~transactions inoccurring ~~accordance~~subsequent ~~with~~to ~~SFAS~~the ~~No.~~date ~~109,~~of ~~“Accounting for Income Taxes.” Deferred taxes are provided on~~ the ~~liability~~financial ~~method~~statements ~~whereby deferred tax assets are recognized~~ for ~~deductible~~matters ~~temporary~~requiring ~~differences,~~recognition ~~and deferred~~or ~~tax~~disclosure ~~liabilities~~in ~~are recognized for taxable temporary differences. Temporary differences are~~ the ~~differences~~financial ~~between the reported amounts of assets and liabilities and their tax bases~~statements. The ~~Deferred~~accompanying ~~tax~~financial ~~assets~~statements ~~are~~consider ~~reduced~~events bythrough ~~a valuation~~April ~~allowance when~~27, in2011 the ~~opinion~~date ofat ~~management~~which, ~~it is more likely than not that some portion or all of~~ the ~~deferred~~financial ~~tax~~statements ~~assets~~were ~~will~~available to be ~~realized~~issued. ~~Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.~~

~~The Company~~Recent ~~for~~Accounting 2006 and 2007 was a subsidiary and consolidated it losses with the Parent. As of December 31, 2009, the company has a net operating loss carry forward of approximately $6,000,000. As it is more likely than not, that the Company will not realize the benefit of this, therefore, no provision for a deferred tax asset has been established.Pronouncements

~~Research~~ In December 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-29, “Business Combinations (Topic 805), Disclosure of Supplementary Pro Forma Information for Business Combinations”. The objective of this ASU is to address diversity in practice about the presentation of pro forma revenue and ~~development~~earnings ~~costs~~disclosure requirements for business combinations, and specifies that a public entity that presents comparative financial statements should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This ASU is effective prospectively for business combinations on or after January 1, 2011. As this ASU is limited to supplemental disclosures, its adoption will not have an impact on the Company’s financial condition or results of operations.

~~Expenditures~~ In December, 2010, the FASB issued ASU 2010-28, “Intangibles—Goodwill and Other (Topic 350) When to Perform Step 2 of the Goodwill Impairment Test for ~~research~~Reporting &Units ~~development~~with ~~are~~Zero ~~expensed~~or asNegative ~~incurred~~Carrying Amounts”. ~~Such~~The ~~costs~~objective ~~are~~of this ASU is to address diversity in practice in the application of goodwill impairment testing by entities with reporting units with zero or negative carrying amounts, eliminating an entity’s ability to assert that a reporting unit is not required to beperform ~~expensed~~Step ~~until~~2 because the ~~point~~carrying amount of the reporting unit is zero or negative despite the existence of qualitative factors that ~~technological~~indicate ~~feasibility~~the goodwill is ~~established. The~~more ~~Company~~likely ~~incurred~~than nonot ~~research~~impaired. ~~and~~This ~~development~~ASU ~~costs~~is effective for ~~the~~interim ~~years~~periods ~~ended December~~after 31January 1, ~~2009~~2010. ~~and~~The ~~2008~~adoption of this ASU may require the Company to report goodwill impairment charges sooner than under current practice.

Reclassifications

Certain items in the prior year financial statements have been reclassified for comparative purposes to conform to the presentation in the current period’s presentation. These reclassifications have no effect on the previously reported income (loss).

Recently Issued Accounting Pronouncements

The adoption of these accounting standards had the following impact on the Company’s statements of income and financial condition:

· FASB ASC Topic 855, “Subsequent Events”. In May 2009, the FASB issued FASB ASC Topic 855, which establishes general standards of accounting and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this Statement sets forth : (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This FASB ASC Topic should be applied to the accounting and disclosure of subsequent events. This FASB ASC Topic does not apply to subsequent events or transactions that are within the scope of other applicable accounting standards that provide different guidance on the accounting treatment for subsequent events or transactions. This FASB ASC Topic was effective for interim and annual periods ending after June 15, 2009, which was June 30, 2009 for the Corporation. The adoption of this Topic did not have a material impact on the Company’s financial statements and disclosures.

F-8

·Valiant ~~FASB~~Health ~~ASC Topic 105~~Care, ~~“The FASB Accounting Standard Codification and the Hierarchy of Generally Accepted Accounting Principles”~~Inc. InNotes ~~June 2009, the FASB issued FASB ASC Topic 105, which became the source of authoritative GAAP recognized by the FASB~~ to ~~be applied by nongovernmental entities. Rules and interpretive releases of~~ the ~~SEC~~Consolidated ~~under~~Financial authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this FASB ASC Topic, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-SEC accounting literature not included in the Codification will become non-authoritative. This FASB ASC Topic identify the sources of accounting principles and the framework for selecting the principles used in preparing the financial statements of nongovernmental entities that are presented in conformity with GAAP. Also, arranged these sources of GAAP in a hierarchy for users to apply accordingly. In other words, the GAAP hierarchy will be modified to include only two levels of GAAP: authoritative and non-authoritative. This FASB ASC Topic is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this topic did not have a material impact on the Company’s disclosure of the financial statementsStatements

·Note ~~FASB~~3 ~~ASC~~– ~~Topic~~Business 320, “Recognition and Presentation of Other-Than-Temporary Impairments”. In April 2009, the FASB issued FASB ASC Topic 320 amends the other-than-temporary impairment guidance in GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FASB ASC Topic does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The FASB ASC Topic shall be effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. Earlier adoption for periods ending before March 15, 2009, is not permitted. This FASB ASC Topic does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, this FASB ASC Topic requires comparative disclosures only for periods ending after initial adoption. The adoption of this Topic did not have a material impact on the Company’s financial statements and disclosures.Combination

~~The~~ On November 12, 2010, the Company isentered ~~evaluating~~into a Stock Purchase Agreement (“SPA”) to purchase AMS. In connection with the ~~impact~~terms ~~that~~of the ~~following~~SPA, ~~recently~~the Company issued ~~accounting pronouncements~~1,500,000 ~~may~~shares ~~have~~of onClass ~~its~~A ~~financial~~common ~~statements~~stock to purchase 49% of the outstanding AMS common stock. The Company has the obligation to acquire the remaining 51% within 180 days (May 11, 2011) for $1,500,000 in cash and ~~disclosures~~ options to purchase 250,000 shares of Class A common stock at a strike price $0.52 per share. In the event the Company does not consummate the purchase of the remaining 51% interest, the Company is required to return the 49% interest previously acquired and pay a $30,000 breakage fee, and will receive 92.5% of the previously issued Class A common stock.

·As ~~FASB~~described ~~ASC~~in ~~Topic~~the ~~860,~~preceding ~~“Accounting for Transfer of Financial Asset”.~~paragraph, ~~In June 2009,~~ the ~~FASB~~Company ~~issued~~paid ~~additional guidance under FASB ASC Topic 860~~1,500,000 ~~“Accounting~~in ~~for~~Class ~~Transfer~~A ~~and~~common ~~Servicing~~stock ~~of Financial Assets~~ and ~~Extinguishment~~is ofobligated ~~Liabilities”,~~to ~~which~~pay ~~improves the relevance~~$1, ~~representational faithfulness~~500,000 ~~and comparability of the information that a reporting entity provides~~ in ~~its~~cash ~~financial~~and ~~statements~~to ~~about~~issue aoptions ~~transfer~~to ofpurchase ~~financial~~250,000 ~~assets;~~shares ~~the effects~~ of aClass ~~transfer~~A oncommon ~~its financial position~~stock, ~~financial~~for ~~performance,~~a ~~and~~total ~~cash~~purchase ~~flows;~~price ~~and~~of aapproximately ~~transferor’s continuing involvement~~$1, ~~if any~~725, ~~in transferred financial assets~~100. The ~~Board~~acquisition ~~undertook~~is ~~this~~being ~~project~~accounted tofor ~~address~~under ~~(i) practices that have developed since~~ the ~~issuance~~purchase ofmethod ~~FASB ASC Topic 860, that are not consistent with the original intent and key requirements~~ of ~~that~~accounting ~~statement~~ and ~~(ii)~~AMS ~~concerns~~is ofincluded ~~financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported~~ in the ~~financial statements of transferors. This additional guidance requires that a transferor recognize and initially measure at fair value all assets obtained (including a transferor~~Company’s ~~beneficial~~consolidated ~~interest) and liabilities incurred as a result of a transfer of~~ financial ~~assets~~statements ~~accounted~~from for as a sale. Enhanced disclosures are required to provide financial statement users with greater transparency about transfers of financial assets and a transferor’s continuing involvement with transferred financial assets. This additional guidance must be applied as of the ~~beginning of each reporting entity’s first ing period that begins after~~ November 1512, ~~2009,~~2010 ~~for~~acquisition interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This additional guidance must be applied to transfers occurring on or after the effective date.

·Following ~~FASB~~is ASC Topic 810, “Variables Interest Entities”. In June 2009, the FASB issued FASB ASC Topic 810, which requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a ~~controlling~~summary ~~financial interest in a variable interest entity. This analysis identifies the primary beneficiary~~ of ~~a variable interest entity as~~ the ~~enterprise~~estimates ~~that has both~~ of the ~~following~~fair ~~characteristics:~~value ~~(i)The power to direct the activities~~ of ~~a variable interest entity that most significantly impact~~ the ~~entity’s~~acquired ~~economic~~assets ~~performance~~ and ~~(ii)The~~assumed ~~obligation~~liabilities toat ~~absorb losses of~~ the ~~entity~~acquisition that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. Additionally, an enterprise is required to assess whether it has an implicit financial responsibility to ensure that a variable interest entity operates as designed when determining whether it has the power to direct the activities of the variable interest entity that most significantly impact the entity’s economic performance. This FASB Topic requires ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity, which was based on determining which enterprise absorbs the majority of the entity’s expected losses, receives a majority of the entity’s expected residual returns, or both. This FASB ASC Topic shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited.date:

Net assets acquired and liabilities assumed:

Cash	$	12,644
Inventories		90,667
Other current assets		115,650
Property and equipment		186,658
Goodwill		1,030,993
Intangible assets		693,607
Deferred costs		48,962
Capital leases		(454,081	)
	$	1,725,100

Pro Forma Results

The following table presents the estimated unaudited pro forma consolidated results as if the business combination occurred as of January 1, 2010. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place as of January 1, 2010:

Net sales	$	3,676,228
Income from operations	$	252,994
Net income	$	152,843

F-9

·Valiant ~~FASB~~Health ~~ASC Topic 820~~Care, ~~“Fair Value measurement and Disclosures”, an Accounting Standard Update~~Inc. InNotes ~~September 2009, the FASB issued this Update~~ to ~~amendments to Subtopic 82010, “Fair Value Measurements and Disclosures”. Overall, for~~ the ~~fair~~Consolidated ~~value~~Financial measurement of investments in certain entities that calculates net asset value per share (or its equivalent). The amendments in this Update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this Update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this Update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this Update, such as the nature of any restrictions on the investor’s ability to redeem its investments at the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be made by the investee), and the investment strategies of the investees. The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in GAAP on investments in debt and equity securities in paragraph 320-10-50-lB. The disclosures are required for all investments within the scope of the amendments in this Update regardless of whether the fair value of the investment is measured using the practical expedient. The amendments in this Update apply to all reporting entities that hold an investment that is required or permitted to be measured or disclosed at fair value on a recurring or non recurring basis and, as of the reporting entity’s measurement date, if the investment meets certain criteria The amendments in this Update are effective for the interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued.Statements

·Note ~~FASB~~4 ~~ASC~~– ~~Topic~~Fair ~~740,~~Value “Income Taxes”, an Accounting Standard Update. In September 2009, the FASB issued this Update to address the need for additional implementation guidance on accounting for uncertainty in income taxes. The guidance answers the following questions: (i) Is the income tax paid by the entity attributable to the entity or its owners? (ii) What constitutes a tax position for a pass-through entity or a tax-exempt not-for-profit entity? (iii) How should accounting for uncertainty in income taxes be applied when a group of related entities comprise both taxable and nontaxable entities? In addition, this Updated decided to eliminate the disclosures required by paragraph 740-10-50-15(a) through (b) for nonpublic entities. The implementation guidance will apply to financial statements of nongovernmental entities that are presented in conformity with GAAP. The disclosure amendments will apply only to nonpublic entities as defined in Section 740-10-20. For entities that are currently applying the standards for accounting for uncertainty in income taxes, the guidance and disclosure amendments are effective for financial statements issued for interim and annual periods ending after September 15, 2009.Disclosure

~~Note 4~~The –carrying ~~Goodwill~~value of cash and cash equivalents, accounts receivable, prepaid expense, notes receivable, accounts payable, accrued expenses, notes payable and capital leases approximate their fair value because of their short maturities.

~~The Company~~Inventories ~~recognized~~are ~~goodwill,~~carried onat ~~its~~the ~~acquisition~~lower of ~~New~~cost ~~World~~or ~~Mortgage~~market ~~and~~using ~~its issuance~~first ofin ~~stock~~first ~~to the shareholders on record at the time of separation from the former Parent~~out. The Company ~~has~~recognizes ~~evaluated~~ the ~~acquisition~~expense onas ~~future~~cost ~~cash flows~~of ~~and~~goods ~~has~~sold ~~concluded~~when ~~that~~ the ~~acquisition~~inventory ~~should~~items beare ~~impaired~~sold. ~~The loss on impairment was shown in the statement of operations under other expense in the previous year’s financial statements.~~

Note 5 – property and equipment

Property and equipment consisted of the following at December 31, 2010 and 2009.

	Estimated Useful Lives (in Years)	2010			2009

Furniture and fixtures	3-10	$	62,222		$	42,079
Computer and equipment	3-10		72,532			28,424
Leasehold improvements	3-5		11,170			-
Medical equipment	3-5		586,898			-
Vehicles	3-5		146,979			65,073
			879,801			135,576
Less: accumulated depreciation			(604,139	)		(45,698	)
Property and equipment, net		$	275,662		$	89,878

Certain non-cancelable leases are classified as capital leases, and the leased assets are included in furniture, fixture and equipment. Any obligation under a capital lease is capitalized at a fixed rate of interest and is collateralized by the corresponding equipment.

Amortization expense is included within depreciation expense for the years ended December 31, 2010 and 2009. Depreciation expense related to furniture, fixture and equipment totaled $52,484 and $17,814 for the years ended December 31, 2010 and 2009, respectively.

Note 6 – deferred costs

Deferred costs consist of expenses related to existing patient contracts billing that continue into the next fiscal year. Therefore, that portion of the related expenses are deferred. Deferred costs for December 31, 2010 and 2009 are $59,576 and $0, respectively.

Note 7 – Long Term Receivables

Long term receivables consist of certain non-performing receivables in the aggregate amount of approximately $79,606 from three (3) franchisees. The Company is working with these franchisees to remarket to new franchisees and recover the outstanding receivable balances. Although management believes these accounts will ultimately be recoverable, the Company has established a full valuation reserve.

F-10

~~Note 5~~Valiant –Health ~~Fixed~~Care, ~~Assets~~Inc. Notes to the Consolidated Financial Statements

~~Fixed Assets~~Note ~~consist~~8 of– ~~Autos,~~Notes Computers, Furniture and Fixtures and other office equipment with asset lives of between three and five years At September 30, 2009 furniture fixtures and computers were fully depreciated and the only asset consisted of one vehicle. The following summarizes the Company’s fixed assets at December 31 2009 and December 31, 2008:Payable

	December 31,		December 31,
	2009		2008
Vehicles and Other	$	—	$	395,770
Furniture, Fixtures and Computers		—		624,406
Less: Accumulated Depreciation		—		(592,944	)
Net Property & Equipment	$	—	$	427,232

As part of the SPA, the Company is obligated to purchase the remaining 51% interest in AMS for $1,500,000 cash and options to purchase 250,000 shares of Class A common stock. This amount is included in notes payable current maturities on the balance sheet.

~~Depreciation Expense~~The ~~for~~Company ~~the~~has ~~twelve~~a ~~months~~note ~~ended~~payable ~~December 31,~~to ~~2009~~an institution that bears interest at 6.9% per annum and ~~2008,~~is ~~was $40,900~~collateralized by the company vehicle. Payments are due monthly and ~~$71,672,~~the ~~respectively~~note matures in February 2015.

~~Note~~In 6connection –with ~~Debt~~the Purchase Agreement, the Company has issued promissory notes in the aggregate principal amount of $85,000. The notes bore interest at 10% per year and matured in October 2010. The balance as of December 31, 2010 is $79,868 and the Company is currently disputing the amount owed.

~~The Company’s~~Future ~~debt~~maturities atof ~~December~~long-term ~~31,~~debt ~~2009~~are ~~and~~as ~~December 31, 2008, consists of the following~~follows:

	December 31,			December 31,
For the Years Ended December 31,
	2009			2008
2011	$	1,589,338
Warehouse Line-Judgment	$	702,751		$	702,751
2012		10,112
Note Payable to Bank		—			158,576
2013		10,832
Note Payable Related Party		78,191			103,251
2014		11,604
Note Payable to GMAC		—			58,997
2015		654
Various Judgments for non-payment		1,385,233			1,410,676
		1,622,540
Notes Payable Former Shareholder		—			345,600
Less: long-term portion of debt		(33,202	)
Total		2,166,175			2,779,851
Net current portion	$	1,589,338
Less Current Portion		(2,166,175	)		(2,333,957	)
Long Term Debt	$	-		$	445,894

InNote ~~2008, the~~9 ~~Company~~– ~~received a judgment notice for lack of payment for a Warehouse Line totaling $702,751.~~Commitments

~~Note~~ The Company has various leases payable tosecured by the medical equipment purchases and a ~~related~~lease ~~party~~payable isfor ~~due~~furniture ~~without~~and ~~interest~~equipment to institutions that bear interests from 0.0% to 48.4% per annum and isare ~~payable~~collateralized ~~on demand~~by the equipment. Payments are due monthly and the leases mature at various dates through August 2013.

Note Payable to GMAC at December 31, 2008, is due with monthly payments of $1,180 interest free due October 2012. During the year ended December 31, 2009, the vehicle was turned back to GMAC, which subsequently sold the vehicle which resulted in a shortfall in the amount of $14,768 which amount is included in accounts payable and accrued expenses.

The Company is liable on fifteen judgments for various amounts related to obligations not satisfied equaling $1,385,233. The Company has been unable to arrange any satisfactory agreement for payment.

On September 29, 2009, Willing Holding, Inc. (the “Company”) issued two unsecured promissory notes in the aggregate principal amount of $20,000 for certain loans provided to the Company by Thomas L. DiStefano III, the CEO and Chairman of the Company. The Notes are non-interest bearing at and the outstanding principal amount of each Note are due and payable on the date that is the earlier of (i) December 1, 2009, or (ii) within five (5) days of the closing of any subsequent financing of Company (whether completed as a debt or equity financing). The terms of each Note provide that in the “Default and Remedy” (as that term is defined in the Note) by the Company, If Company fails to pay principal on the date on which it falls due or to perform any of the agreements, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at its option and without notice to Company , may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it.

F-11

OnValiant ~~August 24,~~Health ~~2009~~Care, ~~the~~Inc. ~~Company~~Notes ~~entered~~to ~~into~~the aConsolidated ~~Debt~~Financial ~~Conversion Agreement (see Note 11) that converted a total of $573,945 of debt into Class A Common Stock at a conversion rate of $.6624 per share.~~Statements

Note 7 9 – ~~Due~~Commitments, ~~to Former Parent~~continued

The ~~Company’s~~ ~~debt~~future ~~consisted~~minimum oflease ~~amounts~~payments ~~owed~~required under the ~~former~~office ~~Parent~~facility ~~due~~operating onlease, ~~demand without interest for advances made by~~ the ~~Parent~~furniture, ~~for~~fixtures ~~expenses~~and ~~principally~~equipment incapital ~~2007~~leases and ~~2006.~~ Onthe ~~August~~present ~~24,~~value ~~2009,~~of the ~~Company~~net ~~entered~~minimum ~~into~~lease apayments ~~Debt~~as ~~Conversion~~of ~~Agreement (see~~December ~~Note~~31, ~~11)~~2010, ~~whereby~~are ~~this~~as ~~balance was converted into Class A Common Shares.~~follows:

Note 8– Commitments and Contingencies

	Capital			Operating
For the Years Ended December 31,	Leases			Leases

2011	$	420,955		$	202,117
2012		49,072			129,676
2013		17,148			132,326
2014		-			135,065
2015		-			137,898
Total minimum lease payments		487,175		$	737,082
Less: amount representing interest		(42,656	)
Present value of net minimum lease payments		444,519
Less: current maturities of capital lease obligations		(381,178	)
Long-term capital lease obligations, net	$	63,341

~~Leases~~Rental expense under operating leases was $190,020 and $109,825 for the years ended December 31, 2010 and 2009, respectively.

~~The Company~~Note currently occupies office space at 41655 Date Street, Suite 200, Murrieta, CA 92562. The lease term is currently a month to month. In 2009, New World, in an understanding with Top Rank Listing, Inc., moved the operational cost of the rent and utilities to Top Rank Listing in consideration for New World marketing Top Ranks products and services. Until December 31, 2008 we leased office space located at 3 Centerview Drive, Suite 240, Greensboro, North Carolina 27407. On March 24, 2010, we negotiated a lease buyout on all past due and future rent due for $10~~,000.00 with~~ ~~the~~– ~~current landlord Security National Properties.~~Franchising

~~Employment Agreements~~The Company executes franchise agreements that set the terms of its arrangement with each franchisee. The franchise agreements require the franchisee or licensee to pay an initial fee of $46,500, currently, and 5% royalties on gross sales as well as fees for services provided to franchisees. Subject to the Company’s approval and payment of a renewal fee, a franchisee may generally renew its agreement upon its expiration. Direct costs of sales and servicing of franchise agreements are charged to general administrative expenses as incurred.

OnWhen ~~August 10~~an individual franchise is sold, ~~2009~~the Company agrees to provide or assist certain services to the franchisee, ~~Gideon~~including ~~Taylor~~site selection, ~~the~~training, ~~founder~~systems implementation, and ~~President~~design of a quality control program. The Company recognizes initial fees as revenue when substantially all initial services required by the franchise are performed, ~~resigned~~ which is generally upon opening of an office. ~~Pursuant~~However, towhen ~~his~~revenue ~~resignation~~from initial fees is collectible over an extended period, Mrand collectability is not reasonable assured, revenue is recognized using the installment method as fees are collected. ~~Taylor~~Continuing ~~surrendered~~fees ~~750~~are recognized as earned,~~000 shares~~ ofwith ~~Class~~an Bappropriate ~~Common~~provision ~~Stock~~for estimated uncollectible amounts charged to general and ~~250,000~~administrative ~~shares~~expense. The ofCompany ~~Preferred Stock~~has not renewed any franchisee as the original term has not expired. The Company will recognize renewal fees in income when a renewal agreement becomes effective.

On August 12, 2009, the Employment Agreement with Kevin Leonard, the founder of New World Mortgages, Inc., was mutually terminated. The contract specified that he was to receive $200,000 in base salary for the first year of service; five hundred thousand shares of the Company’s common stock (500,000 shares); and had the Option to purchase two hundred and fifty thousand shares (250,000 shares) at $2.50 per share for a period of five years from the date of the acquisition. Under the terms of the termination agreement: all accrued salary and stock options have been retroactively cancelled to the original contract date and Mr. Leonard will maintain his ownership rights in the Class A Common stock that was issued pursuant to the original employment agreement.

Litigation

The Company is involved in various lawsuits as a defendant which have resulted in judgments against them as detailed in Note 6 to these financial statements. The company is also involved in additional lawsuits where the ultimate result is unknown but is not expected to result in any future liability.

Note 9-Related Party Transaction

On September 29, 2009, Willing Holding, Inc. (the “Company”) issued four unsecured promissory notes in the aggregate principal amount of $52,940 for certain loans provided to the Company by Thomas L. DiStefano III, the CEO and Chairman of the Company. (see Note 6).

The Company has issued two additional notes to related parties on an unsecured basis in the principal amount of $12,500 to Kevin Leonard, and $12,751 to Bill Leonard.

Note 10-Segment Information

The Company is now involved in two different business segments-the first mortgage loans and the second Search Engine Fees. At December 31, 2009 the respective profit and losses were as follows:

	Mortgage			Search Engine			Parent			Total
Revenues	$	103,750		$	155,772		$	-		$	259,522
Expenses		332,343			158,582			1,668,080			2,159,005
Loss	$	(228,593	)	$	(2,810	)	$	(1,668,080	)	$	(1,899,483	)

F-12

~~Note 11~~Valiant -Health ~~Equity~~Care, Inc. Notes to the Consolidated Financial Statements

~~Preferred Stock~~Note 10 – Franchising, continued

OnRevenue ~~August 10,~~consisted ~~2009,~~of ~~Gideon Taylor,~~ the ~~founder~~following ~~and~~for ~~President, resigned. Pursuant to~~ the ~~resignation,~~years ~~Mr.~~ended ~~Taylor~~December ~~surrendered 250~~31,~~000 shares~~ of2010 ~~Preferred Stock. There are no Preferred Shares issued~~ and ~~outstanding at September 30,~~ 2009.:

Common Stock

	2010		2009

Franchise sales	$	624,961	$	895,200
Franschise support revenues		750,792		608,864
Medical equipment sales		330,636		-
Other revenue		5,753		1,001
Total revenue	$	1,712,142	$	1,505,065

AsIn ~~there is~~2009, ~~no trading history and~~ the Company~~’s’~~ ~~securities~~began ~~are~~selling ~~not~~multiple ~~offered~~unit tofranchises ~~the public,~~and ~~the~~has ~~Management~~deferred ~~determined that~~ the ~~fair~~recognition ~~value~~ of ~~its~~revenue ~~Class~~related Ato ~~common stock~~these ~~through~~sales. Deferred ~~the~~revenue ~~period~~at ~~ended~~December ~~June 30~~31, ~~2009~~2010 ~~was~~and ~~the~~2009 ~~last~~represents ~~price~~that ~~paid~~portion ~~when~~of ~~it raised~~total ~~funds~~revenue orfrom ~~$2.88~~initial ~~per~~franchise ~~share. From~~sales ~~July~~accounting 1,for ~~2009~~using ~~forward,~~ the ~~Company~~ ~~determined~~installment ~~that~~method. Amounts ~~the~~deferred ~~fair~~as ~~value~~of ~~should~~December be31, ~~$.6624~~2010 ~~per~~and ~~share~~2009 aswere ~~this~~$64,050 ~~was the~~and ~~value~~$269,350 atincluded ~~which~~in ~~debtors~~defined ~~were~~revenue ~~willing~~and tonotes ~~convert~~receivable ~~their~~on ~~debt~~the ~~into~~balance ~~common stock~~sheet.

~~During the~~Note ~~year~~11 ~~ended~~– ~~December~~Promissory 31, 2008 the Company issued 1,760,880 shares of stock, 125,000 for cash of $360,000, which was later cancelled and converted to debt, 735,000 shares for services rendered, $913,100 included as an expense under general and administrative costs in the statement of operations, and $1,203,950 as a prepaid expense related to the unamortized portion of services rendered, under various agreements at December 31, 2008. The company also issued 25,000 shares in connection with its purchase of New World Mortgage totaling $72,000.In July of 2008 the company issued 1,000,880 shares of stock valued at $2.88 to the shareholders of Perfect Web Technology Inc. as consideration for the spin off. The company then impaired this transaction as it could not determine, sufficiently, the economic value in future periods.Notes

~~During the~~In ~~nine~~April ~~months~~and ~~ended September 30~~July, 2009, the Company issued ~~125,000~~promissory ~~shares~~notes to ~~a consultant~~one ~~totaling~~investor in the aggregate principal amount of $~~360~~50,000 ~~($2~~.88 The notes bear interest at a 12% per ~~share);~~annum. Interest 50payments were to be made quarterly. All principal and interest on the notes were due on March 31,~~000~~ ~~shares~~2010. The promissory notes had purchase warrants attached that entitled the note holder to purchase a ~~Director~~specific ~~for services~~number ~~totaling~~of ~~$33,120~~shares (of the Company’s stock at $.~~6624~~50 per share); ~~and~~prior ~~866~~to maturity. As of December 31,~~464~~ ~~shares~~2010, ~~for~~no purchase warrants were exercised. On May 26, 2010, the ~~conversion~~ holder of ~~debt~~the ~~totaling~~promissory ~~$573~~notes was issued shares of common stock for payment,~~945~~ (and $~~.6624~~375 ~~per~~was ~~share)~~recorded to interest expense.

~~Debt Conversion~~Note 12 – Income Taxes

OnAs ~~August 24~~of December 31, ~~2009~~2010, the Company ~~entered~~has ~~into~~liabilities afor ~~Debt~~uncertain ~~Conversion~~tax ~~Agreement with Robert Johnson (“Johnson”) and other certain debt holders~~positions. The ~~Debt Conversion Agreement~~Company ~~provides~~continually ~~that~~evaluates aexpiring ~~promissory~~statutes ~~note in favor~~ of ~~Johnson~~ ~~in the principal amount of $331~~limitations,~~200~~ ~~dated October 28~~audits, ~~2008~~proposed ~~plus $242~~settlements,~~745 of~~ ~~additional~~changes ~~debt~~in ~~owed~~tax tolaws ~~other~~and ~~debt~~new ~~holders~~authoritative ~~for a total of $573,945 has been converted into our Class A Common Stock at a conversion rate of $~~rulings.~~6624 per share totaling 866,464 shares.~~

~~Options~~Deferred income taxes are provided for the temporary difference between the financial reporting basis and the tax basis of the Company’s assets and liabilities. Differences are primarily attributable to depreciation of assets, allowance for doubtful accounts and stock based compensation.

Pursuant to the termination of the Employment Agreement with Kevin Leonard (see note 8) the 250,000 stock options granted Mr. Leonard have been retroactively cancelled totaling $95,000. There are no issued or outstanding stock options as of December 31, 2009.

Note 12 - Subsequent Events Review

The Company has evaluated all subsequent events through April 15, 2010, the date this Annual Report on Form 10-K was filed with the SEC.

On March 23, 2010, the Company and 11i Solutions, Inc., a Georgia corporation (“11i Solutions”), entered into a Purchase Agreement (the “Agreement”), effective March 26, 2010. The parties additionally entered into an Escrow Agreement (“Escrow Agreement”) on March 26, 2010. As per the terms of the Agreement 11i Solutions will acquire a majority position in the capital stock of the Company. The Board of Directors of the Company has unanimously approved the Purchase Agreement.

Upon the terms and subject to the conditions of the Agreement, 11i Solutions purchased 25,000,000 shares of the Class A common stock of the Company (the “Shares”) pursuant to the distribution terms provided in the Escrow Agreement for $225,000.00. Pursuant to the terms of the Agreement Thomas L. DiStefano III resigned as chief executive officer of the Company and Domingo M. Silvas III was appointed as the new chief executive officer. Subsequent to the resignation of Mr. DiStefano he was reappointed as CEO by an Amendment to the Purchase Agreement. In the Amendment Mr. DiStefano remains the Company’s Chief Executive Officer (“CEO”) until the first payment of the purchase price in the amount of $75,000 (or receipt of the First Installment) in order to maintain cohesive order in the Company’s s business operations and this provision shall amend Section 5. g. iii and iv of the Agreement. Additionally, Melissa K. Conner resigned as a director of the Company under the terms of the Agreement. The Agreement provides that Mr. DiStefano and Mr. Silvas will serve as co-chairmen of the Company until all closing conditions under the Agreement and the Escrow Agreement have been satisfied. The terms of the Agreement include 11i Solutions paying all the outstanding debt obligations of the Company during a ninety day period commencing on March 26, 2010, the effective date of the Agreement. At such time as the full purchase price for the Shares has been paid and all outstanding debt obligations of the Company have been discharged under the terms of the Escrow Agreement, Mr. DiStefano will resign from his position as co-chairman of the Company.

F-13

~~Upon completion~~Valiant ofHealth ~~the terms of Escrow Agreement~~Care, ~~the Company’s new chief executive officer will become Domingo M~~Inc. ~~Silvas~~Notes ~~III. Mr. Silvas served in the United States Army NG as a combat medic from March 1992~~ to ~~March1996. From~~ December 1996 through March 2000 he was an operation manager for NAF located in Germany. In 2000 he founded Leads Direct a web-based online management/delivery system for clients and their sales associates. From March 2005 to September 2007 Mr. Silvas was a senior project director for Core Technologies. In August 2007, Mr. Silvas founded 11i Networks, Inc. and became its Chairman where he raised the ~~initial startup~~Consolidated ~~capital,~~Financial and recruited the management team. In Jan 2010, 11i Networks, Inc.’s subsidiary 11i Solutions, Inc. was launched as a wireless technology company with products and solutions developed for anti-terrorism and homeland security.Statements

InNote ~~July 2009, while~~12 ~~serving~~– asIncome ~~chairman of 11i Networks~~Taxes, Inc., Mr. Silvas became chief executive officer of AquaGold International Inc. (OTCPK:AQUI) a water bottling company with the purpose of restructuring its management team and creating business development opportunities. Mr. Silvas resigned from AquaGold International Inc. in December 2009 to concentrate exclusively on 11i Solutions, Inc. and its capital formation, technology development, business development and transition from a private to a public company.continued

~~The Company~~Net isdeferred ~~not~~tax ~~aware~~assets ofare ~~any~~computed ~~arrangement~~at orthe ~~understanding~~statutory ~~between~~federal ~~Mr. Silvas~~ and ~~any~~ ~~other~~state ~~person,~~income ~~pursuant~~tax torates ~~which~~in heeffect ~~was~~at ~~selected~~the asend aof ~~director except as provided in~~ the ~~Agreement. Mr.~~year ~~Silvas~~and isconsist ~~not~~of ~~a party to any transaction or currently proposed transaction with~~ the ~~Company~~following ~~that~~components ~~is reportable~~as ~~under Item 404(a)~~ of ~~Regulation~~December ~~S-K.~~31:

The Agreement contains certain rescission rights for both the Company and 11i Solutions including without limitation the mutual right to rescind the Agreement if 11i Solutions has not complied with the terms of the Agreement, including full payment of the purchase price for the Shares within the ninety day term. As of the date of this Annual Report the Purchase Agreement and Escrow Agreement remain in effect.

	2010		2009
Deferred tax assets
Change in allowance for doubtful accounts	$	83,996	$	3,500
Depreciation expense		15,045		6,474
Stock-based compensation		28,754		28,754
	$	127,795	$	38,728

The ~~foregoing~~ ~~descriptions~~income oftax ~~the~~provision ~~Agreement~~differs ~~and~~from ~~Escrow~~the ~~Agreement~~amount ~~are~~of ~~only~~income ~~summaries, do~~tax ~~not~~determined ~~purport to be complete and are qualified in their entirety~~ by ~~reference to~~applying the ~~Agreement~~U.S. ~~and~~federal ~~Escrow~~income ~~Agreement,~~tax ~~attached~~rate ~~in the exhibit index~~ to ~~this~~pretax ~~Annual~~income ~~Report,~~due ~~which~~to ~~agreements~~the ~~are incorporated herein by reference.~~following:

The Agreement and Escrow Agreement have been included to provide security holders with information regarding their terms. The representations, warranties and covenants contained in the Agreement and Escrow Agreement were made only for purposes of the Agreement and as of specified dates, were solely for the benefit of the parties to the Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Agreement and Escrow Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Agreement and Escrow Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to potential investors and other third parties. Information concerning the subject matter of the representations and warranties may change after the date the Agreement and Escrow Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

	2010			2009

Computed "expected" tax expense	$	(82,007	)	$	53,299
Increase (decrease) in income taxes resulting from:
Effect of non-temporary differences		5,234			2,834
Effect of state taxes (net of federal benefit)		(8,715	)		6,373
Unrecognized tax benefit		29,398			-
	$	(56,090	)	$	62,506

The provision (benefit) for income taxes as of December 31, 2010 and 2009 are as follows:

	2010			2009

Current federal income taxes and current State	$	3,579		$	101,234
Deferred income tax benefit:
Federal		(76,039	)		(34,780	)
State		(13,028	)		(3,948	)
Non-current		29,398			-
Total (benefit) provision for income taxes	$	(56,090	)	$	62,506

F-14

Valiant Health Care, Inc.

Notes to the Consolidated Financial Statements

Note 12 – Income Taxes, continued

Reconciliation between actual income taxes and amounts at December 31, 2010 and 2009 computed by applying the federal statutory rate of 32.6% to pre-tax loss is summarized as follows:

	2010			2009

U.S. Federal statutory rate on loss before income taxes		32.64	%		32.64	%
Effect of non-temporary differences		-2.08	%		1.74	%
State income tax, net of federal tax benefit		3.47	%		3.90	%
Unrecognized tax benefit		-11.70	%		0.00	%
Total income tax provision		22.33	%		38.28	%

As of December 31, 2010 and 2009, the Company’s liability for gross unrecognized tax benefits related to uncertain tax positions was $101,234 and $0.

As reconciliation of the activity related to the liability for gross unrecognized tax benefits during fiscal 2010 and 2009 is as follows:

	2010		2009

Balance as of beginning of fiscal year	$	-	$	-
Increase related to prior year tax positions		101,234		-
Balance as of December 31,	$	101,234	$	-

It is the Company’s policy to recognize interest and penalties related to income tax matters as a component of income tax expense. The Company’s net liability for unrecognized tax benefits was $130,632 as of December 31, 2010, including $6,798 of interest and $25,308 of penalties and net assets of $2,709 in related deferred tax assets. During fiscal year ended December 31, 2010, the Company accrued penalties of $32,107 related to the unrecognized tax benefits notes above.

The Company failed to timely file income tax return for the 2009 tax year. The Company expects to file the return within the next 12 months, and has classified the unrecognized tax benefit as a current liability, accordingly.

Generally, the Company is no longer subject to U.S. Federal or State examinations by authorities for tax years prior to 2007.

F-15

Valiant Health Care, Inc.

Notes to the Consolidated Financial Statements

Note 13 – Segment Reporting

Operating segments are defined as components of an enterprise about which separate financial information is available that is regularly reviewed by chief operating decision maker in deciding how to allocate resources and in assessing performance. Reportable segment consist of one or more operating segments with similar economic characteristics, products and services, production process, type of customer, distribution system and regulatory environment. The information provided for Segment Reporting is based on internal reports utilized by management. Results of operations are reported through two reportable segments: Atlantic Medical and Valiant.

The following summarizes the aggregation of the Company’s operating segments into reportable segments:

Reportable Segment		Operating Segments Aggregate

Valiant Health Care, Inc.		Franchise operations
Atlantic Medical Supply, Inc.		Medical supplies operations

The Company evaluates segment performances based on net segment income after tax. The table below is segment information for income from continuing operations for each of the years in the three year period ended December 31, 2010:

	Valiant			Atlantic Medical			Adjusting and Elimination Entries		Segment Total

Revenues	$	1,381,706		$	330,436		$	-	$	1,712,142
Expenses		(1,642,066	)		(194,877	)		-		(1,836,943	)
Interest expense		(11,400	)		(10,512	)		-		(21,912	)
Other expense		(103,635	)		(922	)		-		(104,557	)
Segment profits and losses before income taxes		(375,395	)		124,125			-		(251,270	)
Provision for income taxes		56,090			-			-		56,090
Segment net income (loss)	$	(319,305	)	$	124,125		$	-	$	(195,180	)
Total assets	$	2,475,144		$	527,403		$	-	$	3,002,547
Goodwill	$	1,030,993		$	-		$	-	$	1,030,993
Depreciation and amortization	$	52,484		$	-		$	-	$	52,484

F-16

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

ITEM 9A.

CONTROLS AND PROCEDURES

a) Evaluation of disclosure controls and procedures.

Our management, including our principal executive and principal financial officers, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2010. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in this Annual Report on Form 10-K has been appropriately recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosure. Based on that evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures are effective at the reasonable assurance level.

(b) Changes in internal control over financial reporting.

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

There were no changes in our internal control over financial reporting that occurred during the fourth quarter of 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2010. Management reviewed the results of their assessment with our Audit Committee.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 11 10. DIRECTORS, ~~AND~~ EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

OnBoard ~~March 23,2010~~Leadership ~~and~~Structure ~~then amended on April 5, 2010 upon the terms~~ and ~~subject~~Role to the conditions of the Agreement, Thomas L. DiStefano III resigned as chief executive officer of the Company and Domingo M. Silvas III was appointed as the new chief executive officer. Subsequent to the resignation of Mr. DiStefano he was reappointed as CEO by an Amendment to the Purchase Agreement. In the Amendment Mr. DiStefano remains the Company’s Chief Executive Officer (“CEO”) until the first payment of the purchase price in ~~the~~Risk amount of $75,000 (or receipt of the First Installment) in order to maintain cohesive order in the Company’s s business operations and this provision shall amend Section 5. g. iii and iv of the Agreement. Additionally, Melissa K. Conner resigned as a director of the Company under the terms of the Agreement. The Agreement provides that Mr. DiStefano and Mr. Silvas will serve as co-chairmen of the Company until all closing conditions under the Agreement and the Escrow Agreement have been satisfied.Oversight

The ~~names,~~ ~~ages~~Company’s current board leadership structure separates the board chair and ~~titles~~principal executive officer roles into two positions. Mirella Salem is the Chairwoman of ~~our~~the ~~executive~~Board ~~officers~~and Steven Turner is the President and ~~directors~~Chief ~~are~~Executive Officer (principal executive officer). The Company determines what leadership structure it deems appropriate based on factors such as ~~follows:~~ the experience of the applicable individuals, the current business environment of the Company or other relevant factors. After considering these factors, the Company determined that separating the positions of Chairman of the Board and principal executive officer is the appropriate board leadership structure at this time.

Name	Age	Position
Thomas L. DiStefano III	52	Co-Chairman/Chief Executive Officer/Chief Financial Officer
Domingo M. Silvas III	35	Co-Chairman
Kevin Leonard	40	President New World Mortgage, Inc.

The Board of Directors is responsible for oversight of the Company’s risk management practices while management is responsible for the day-to-day risk management processes. This division of responsibilities is the most effective approach for addressing the risks facing the Company, and the Company’s board leadership structure supports this approach. The Board receives periodic reports from management regarding the most significant risks facing the Company. In addition, the Audit Committee assists the Board in its oversight role by receiving periodic reports regarding the Company’s risk and control environment.

Executive Officers and Directors

The ~~principal~~ ~~occupations~~executive ~~for~~officers ~~the~~and ~~past~~directors ~~five~~of ~~years~~the (Company and, intheir ~~some~~ages ~~instances,~~as ~~for prior years)~~ of ~~each~~the date of ~~our~~this ~~executive~~report ~~officers, present directors and proposed directors~~ are as follows:

Thomas L. DiStefano III - Co-Chairman, Chief Executive Officer and Chief Financial Officer

Name	Age	Position

Mirella Salem	52	Chairwoman, Director and Co-Founder of Accessible Home Health Care
Steven Turner	43	President and Chief Executive Officer
John Rowsell	53	Senior Vice President of Franchise Relations
Angela C. Rodriguez	47	Chief Financial Officer
Boris Bergus, M.D.	46	Director (1)
Marc Love	40	Director (1) (2)
John J. McAteer	68	Director (1)(2)
Barry I. Rubin	75	Director (2)
Cheryl Rager	58	Director (1)

Mr. DiStefano has served on our board of directors since July 2009 and has served as our chief executive officer and chief financial officer since August 2009. From July 2009 to March 2010 Mr. DiStefano was our chairman of the board of directors, and since March 2010, Mr. DiStefano has served as our co-chairman. Mr. DiStefano founded Perfect Web Technologies, Inc. (~~“PWBI”~~1), ~~the~~Member ~~former parent company~~ of ~~Willing~~Compensation ~~Holding, Inc~~Committee.~~, in July 1997 and became its Chairman and Chief Executive Officer in July 1997 having served in these positions until the present.~~

~~Mr. DiStefano~~(2) isMember ~~the inventor~~ of ~~three~~Audit ~~issued patents 6,631,400, 6,771,291 and 7,353,199 and three patents pending~~Committee. Each of the patents represent technologies and innovation that relate to Internet applications, software and business methods, they include; electronic document development and publishing, e-mail management and distribution, access management and password protection, collaboration and e-commerce and marketing tools.

From January 1993 to June 1997, Mr. DiStefano was the President of TLD3 Investment Group, Inc. a financial consulting firm providing services to private and public companies. From June 1991 to December 1992, Mr. DiStefano was a Series 7 and 63 Registered Representative. Mr. DiStefano was awarded a B.A. in economics from Eastern Connecticut State University in 1979.33

~~Domingo M.~~Mirella ~~Silvas~~Salem ~~III~~– -Chairwoman and Director and Co-~~Chairman~~Founder of Accessible Home Health Care:

MrMs. ~~Silvas~~ ~~has~~Salem ~~served~~was ~~as co-chairman since March 2010. He served in the United States Army NG as~~ a ~~combat~~Director ~~medic~~of ~~from~~Valiant ~~March~~Delaware ~~1992~~since ~~to March1996. From~~its ~~December~~inception ~~1996 through March 2000 he was an operation manager for NAF located~~ in ~~Germany.~~April In2009 ~~2000~~and hehas ~~founded~~been ~~Leads~~our ~~Direct~~Director aand ~~web-based online~~Chairwoman ~~management/delivery~~since ~~system~~the ~~for~~Merger ~~clients~~in ~~and~~July ~~their sales associates~~2010. ~~From March 2005 to September 2007 Mr~~Ms. ~~Silvas~~Salem ~~was~~co-founded athe ~~senior project~~predecessor ~~director~~of ~~for~~Accessible ~~Core~~Home ~~Technologies. In~~Health ~~August~~Care ~~2007,~~in ~~Mr.~~1999 ~~Silvas founded 11i Networks, Inc.~~ and ~~became~~she ~~its~~has ~~Chairman~~extensive ~~where~~experience hein ~~raised~~ the ~~initial startup~~insurance ~~capital,~~industry and ~~recruited~~in the ~~management~~administration ~~team. In~~of ~~January 2010, 11i~~international ~~Networks,~~health ~~Inc~~care policies.’s ~~subsidiary 11i Solutions, Inc~~Ms. ~~was~~ ~~launched~~Salem asfounded athe ~~wireless technology company with products and solutions developed for anti~~high-~~terrorism~~end ~~and~~user ~~homeland~~friendly ~~security. In~~home ~~July 2009, while~~health ~~serving~~care ~~as chairman of 11i Networks, Inc., Mr. Silvas became chief executive officer of AquaGold International Inc. (OTCPK:AQUI) a water bottling~~ company ~~with~~in ~~the~~response ~~purpose~~to ofher ~~restructuring~~frustration ~~its management~~in ~~team~~obtaining ~~and creating~~care ~~business development~~for ~~opportunities. Mr.~~her ~~Silvas resigned from AquaGold International Inc~~mother. inMs. ~~December~~Salem ~~2009~~continues to ~~concentrate~~be ~~exclusively~~the onstandard ~~11i Solutions,~~bearer ~~Inc.~~ and ~~its~~quality ~~capital~~control ~~formation, technology~~czar ~~development, business~~of ~~development~~the ~~and transition from a private to public~~ company.

~~Kevin~~Steven ~~Leonard.~~Turner -– President, ~~New~~and ~~World Mortgage~~Chief Executive Officer:

Mr. ~~Leonard~~ ~~had~~Turner ~~been~~was the President of ~~New~~Valiant ~~World~~Delaware ~~Mortgage~~since its inception in June 2008 and has been our President and Chief Executive Officer since the Merger in July 2010. Mr. Turner joined Accessible Healthcare Services, Inc., ~~since~~(which ~~March~~sold ~~2001 until~~its ~~his~~domestic-related ~~appointment~~franchise assets to our predecessor in June 2009) in February 2006 where he served as its Chief ~~Executive~~Operating Officer. From inJanuary ~~connection~~2004 ~~with~~to ~~our acquisition~~February 2006, he was Regional Operations Director/Administration of ~~New~~Caring ~~World~~People, a home health business in ~~April~~Delray ~~2008~~Beach, ~~from~~Florida. From ~~Kevin~~January ~~Leonard’s~~1998 ~~father~~to ~~Francis Leonard~~January 2004, he was National Director of Providers of CHCS Services, a third party administrator business in Weston, Florida.

~~Prior~~John ~~to his~~Rowsell ~~employment~~— ~~with~~Senior ~~New~~Vice ~~World,~~President ~~he was the West Coast Regional Manager~~ of ~~Southern~~ ~~Star~~Franchise Mortgage Corp, a company engaged in the originations of residential mortgages where he oversaw operations and a sales team of loan officers from 1999 to 2001. Prior to his employment with Southern Star Mortgage, he was a sales representative for Ameriquest Mortgage.Relations:

~~Board Committees~~Mr. Rowsell was the Senior Vice President of Franchise Relations of Valiant Delaware since April 2009 and currently serves in the same capacity since the Merger in July 2010. Mr. Rowsell joined Accessible Healthcare Services, Inc. (which sold its domestic-related franchise assets to our predecessor in June 2009) in December 2005, where he served in the same capacity. From November 2003 to December 2005, he was District Sales Coordinator for Aflac, an insurance business in Coral Springs, Florida. From August 1999 to November 2003, he was President of Cornerstone Carpet Cleaning Inc., a carpet cleaning business in Coral Springs, Florida.

WeAngela ~~have not previously had an audit committee, compensation committee or nominations and governance committee~~C. ~~During~~ ~~our~~Rodriguez ~~2010~~– ~~fiscal~~Chief ~~year,~~Financial ~~our board of directors expects to create such committees, in compliance with established corporate governance requirements.~~Officer:

~~Audit Committee~~Ms. We ~~plan~~Rodriguez ~~to establish~~was anthe ~~audit~~Chief ~~committee~~Financial Officer of ~~the~~Valiant ~~board~~Delaware ofsince ~~directors. The~~July ~~audit committee’s~~1, ~~duties~~2009 ~~would~~and becurrently toserves ~~recommend~~in to the ~~board~~same ofcapacity ~~directors~~since the ~~engagement~~ ofMerger ~~independent~~in ~~auditors~~July to2010. Ms. ~~audit~~Rodriguez ~~our~~has ~~financial~~been ~~statements~~representing ~~and~~various ~~to review~~clients ~~our~~in ~~accounting~~south ~~and~~Florida ~~auditing~~as ~~principles. The~~part ~~audit~~of ~~committee would~~her ~~review~~own ~~the~~accounting ~~scope,~~practice ~~timing~~since ~~and~~October ~~fees~~1997. Prior ~~for~~to ~~the~~having ~~annual~~her ~~audit~~own ~~and~~practice, ~~the~~from ~~results~~May ~~of audit~~1990 ~~examinations~~until ~~performed~~May ~~by the internal auditors and independent public accountants~~1997, ~~including~~Ms. ~~their~~Rodriguez ~~recommendations~~held tovarious ~~improve~~positions ~~the~~with ~~system~~Alamo ofRent ~~accounting and~~A ~~internal~~Car, ~~controls~~Inc. ~~The~~, ~~audit~~in ~~committee~~Fort ~~would~~Lauderdale, atincluding ~~all~~Senior ~~times~~Manager—Accounting ~~be composed~~Systems, ~~exclusively~~Manager—Cash ~~of directors who are~~Management, inSupervisor—Cash ~~the~~Management ~~opinion~~and Analyst of ~~the~~Accounting ~~board~~Systems. Ms. ~~of directors,~~Rodriguez ~~free~~received ~~from~~her ~~any~~Bachelors ~~relationship~~degree ~~which~~in ~~would~~Accounting ~~interfere~~from ~~with~~ the ~~exercise~~University of ~~independent~~ ~~judgment~~Tennessee asin a1988 ~~committee member~~ and ~~who~~a ~~possess~~Masters anin ~~understanding~~Accounting ~~of financial~~from ~~statements~~Florida ~~and~~International ~~generally~~University ~~accepted~~in ~~accounting~~December ~~principles~~1997.

~~Compensation Committee. We~~Boris ~~plan to establish a compensation committee of the board of directors. The compensation committee would review and approve our salary and benefits policies~~Bergus, ~~including compensation of executive officers~~M. ~~The compensation~~D. ~~committee~~– ~~would also administer our proposed Incentive Compensation Plan, and recommend and approve grants of stock options and restricted stock under that plan.~~Director:

~~Nominations and Governance Committee~~Dr. We ~~plan~~Bergus toserved ~~establish~~as a ~~nominations~~Director of Valiant Delaware since April 2009 and ~~governance~~ ~~committee~~has ofserved as our Director since the ~~board~~Merger ofin ~~directors~~July 2010. ~~The~~Dr. ~~purpose~~Bergus ofserves on the ~~nominations~~ ~~and~~Compensation ~~governance~~Committee ~~committee~~of ~~would~~the beBoard. toSince ~~select~~2004, orDr. ~~recommend~~Bergus ~~for~~has ~~our entire~~served ~~board’s~~as ~~selection,~~ the ~~individuals~~Chief toExecutive ~~stand~~Officer for ~~election~~and asshareholder ~~directors~~in ~~at the~~Encompass ~~annual~~Care ~~meeting~~Co., ofa ~~stockholders~~cosmetic ~~and~~surgery tocenter ~~oversee~~located ~~the~~in ~~selection~~Framingham, Massachusetts and ~~composition of~~Rhode ~~committees~~Island. Encompass Care Co. is also a franchisee of ~~our~~Valiant ~~board~~in Massachusetts. ~~The~~ ~~nominations~~In addition, since 2005, he has served as medical director and ~~governance committee’s~~physician ~~duties~~for ~~would~~Americas ~~also~~Vein ~~include~~Centers. Dr. ~~considering~~Bergus ~~the~~received ~~adequacy~~his ofmedical ~~our~~degree ~~corporate governance~~from ~~and~~Harvard ~~overseeing~~Medical ~~and~~School ~~approving~~in ~~management~~1999. Dr. ~~continuity~~Bergus ~~planning processes~~lives in Rehoboth, Massachusetts.

1734

~~Term of~~Marc ~~Office~~Love – Director:

~~Our Directors~~Mr. ~~are~~Love ~~appointed~~served toas ~~hold~~a ~~office~~Director ~~for~~of ~~two~~Valiant ~~years~~Delaware ~~until~~since April 2009 and has served as our Director since the ~~next~~Merger ~~annual meeting~~in July 2010. Mr. Love is a member of ~~our~~the ~~shareholders~~Audit orCommittee and chair of the Compensation Committee of the Board. From 2004 until ~~his~~August or2010, ~~her~~Mr. ~~successor~~Love iswas ~~elected~~the Director, Insurance Contracting for Heartland Home Health and ~~qualified~~ Hospice, ora ~~until~~wholly-owned hesubsidiary orof ~~she~~Manor ~~resigns~~Care, orLLC, isa ~~removed~~leading provider of short-term post-acute services and long-term care. Mr. ~~Our~~Love ~~officer~~currently serves as Director of Managed Care Operations for the Medicare Advantage and Medicaid reform health plans, Positive Healthcare Partners and Positive Healthcare Florida, respectively, for AIDS Health Foundation. He is ~~appointed~~a ~~by our~~resident ~~Board~~of Fort Lauderdale, Florida. Mr. Love received a Chapter 7 bankruptcy discharge in July 2010. He was forced to file as a result of ~~Directors~~the real estate market decline, specifically, his investment property lost 80% of its value and ~~holds~~the ~~office~~mortgage ~~until~~holder ~~removed~~refused byto modify the ~~Board~~loan. The mortgage holder’s deficiency judgment forced Mr. Love to make the bankruptcy filing.

John J. McAteer – Director ~~Compensation~~:

~~Directors are~~Mr. ~~expected~~McAteer toserved ~~timely~~as ~~and~~a ~~fully~~Director ~~participate~~of inValiant ~~all~~Delaware ~~regular~~since April 2009 and ~~special~~has ~~board meetings,~~served ~~and~~as ~~all~~our ~~meetings~~Director ofsince ~~committees~~the ~~that~~Merger ~~they~~in ~~may~~July ~~serve~~2010. onMr. ~~We expect~~ toMcAteer ~~compensate~~is ~~non-management~~a ~~directors~~member ~~through~~of ~~stock~~the ~~option~~Audit orand ~~restricted stock~~Compensation ~~grants~~Committees ~~under~~of ~~our~~the ~~proposed~~Board. ~~Incentive~~Mr. ~~Compensation~~McAteer ~~Plan,~~is ~~though~~currently weretired ~~have~~and ~~not determined~~resides ~~the~~in ~~exact~~Summerfield, ~~number~~Florida. Prior ofto ~~options~~his orretirement, ~~stock~~Mr. toMcAteer beheld ~~granted~~numerous atmanagement ~~this time. As~~level ofpositions ~~December~~within 31the insurance industry, ~~2009~~particularly ~~Melissa~~in K.the ~~Conner~~claims ~~was~~department ~~granted~~with ~~50,000 shares~~General ofAccident ~~our~~and ~~Class~~State AFarm. ~~Common~~Mr. ~~stock~~McAteer principal responsibilities included setting standards for ~~her~~the ~~service~~expeditious asprocessing aof ~~director~~claims and pursuing and reducing fraud.

~~Board of~~Barry ~~Directors~~I. ~~Leadership~~Rubin ~~Structure~~– ~~and Role in Risk Oversight~~Director:

~~Our~~Mr. ~~board of~~Rubin ~~directors~~served ~~previously~~as ~~appointed~~a ~~Messrs.~~Director ~~DiStefano~~of ~~and~~Valiant ~~Silvas~~Delaware tosince ~~serve~~April as2009 ~~our co-chairmen~~and ofhas ~~the~~served ~~board~~as ofour ~~directors.~~Director ~~The~~since ~~board~~the ~~believes~~Merger ~~that~~in July 2010. Mr. ~~DiStefano’s service~~Rubin asserves ~~both~~on ~~chairman~~the Audit Committee of the ~~board~~Board and ~~chief executive officer~~ is in the ~~best interest~~chair of ~~the~~that ~~Company~~committee. ~~and its stockholders given~~ Mr. ~~DiStefano’s~~Rubin ~~in-depth knowledge~~has ofbeen in the ~~issues~~real estate, ~~opportunities~~mortgage and ~~challenges~~business ~~facing~~acquisition ~~the Company,~~ and ~~that~~ ~~Mr.~~brokerage ~~DiStefano~~business isin ~~best~~one ~~positioned~~form toor ~~communicate~~another ~~these~~in ~~issues~~South toFlorida ~~the shareholders~~since ~~and~~1955, tocurrently ~~efficiently~~serving ~~develop~~as ~~and~~a ~~lead~~broker ~~agendas~~for ~~that~~Continental ~~ensure~~Business, ~~that~~Inc., ~~the board’s~~a ~~time~~company ~~and~~located ~~attention~~in ~~are~~Deerfield ~~focused~~Beach, onFlorida. ~~the most critical matters~~Mr. ~~The~~Rubin ~~board hopes~~is toa ~~recruit~~Charter ~~one~~Member orof ~~more~~the ~~independent~~Florida ~~directors~~Business inBrokers ~~the~~Association ~~near~~and ~~future~~has ~~and intends~~served tohas ~~promote~~State ~~the~~Chairman ~~active~~and ~~involvement~~Local President of the ~~independent directors. The~~South ~~Company~~Florida ~~does~~Chapter. ~~not~~He ~~currently~~has ~~utilize~~represented abuyers ~~lead~~and ~~independent director~~sellers ~~due~~in to the ~~Company’s~~multi-million ~~lack~~dollar ofrange anand ~~independent~~has ~~director~~been ~~serving~~successful onin the ~~board.~~ ~~The~~field ~~board~~of ~~retains~~business ~~the~~brokerage ~~authority~~for toover ~~review~~25 ~~and~~years. ~~modify~~He ~~this~~has ~~leadership structure~~expertise asin ithandling ~~may~~SBA ~~deem~~financings ~~appropriate~~and ~~from~~has ~~time~~successfully inbrokered ~~the~~over ~~interests~~$100,000,000 ofin ~~the~~business ~~Company’s stockholders~~deals.

AsCheryl ~~part of~~Rager ~~its~~– independent oversight function, the board reviews and monitors financial, strategic and operational risk through annual and periodic reviews with management. The board has primary responsibility for monitoring financial reporting risk.Director:

~~Periodically the~~Mrs. ~~board~~Rager ~~reviews~~was appointed as a Director in September 2010 and has been the ~~Company’s~~principal ~~business~~shareholder ~~strategy~~and ~~including~~initial ~~financial~~investor in our predecessor, ~~operational~~ Accessible Healthcare Services, Inc. (which sold its domestic-related franchise assets to our predecessor in June 2009). Mrs. Rager holds a Masters degree in personnel management and ~~regulatory~~a ~~risks~~Bachelors ~~facing~~degree ~~the~~as ~~Company~~an educator. She has held numerous senior and executive management position in Insurance fraud detection and risk management firms. After 12 successful years in business she decided to dedicate herself to being an educator, which she has been for the ~~Company’s~~past ~~plans~~14 years. During her tenure in insurance fraud detection profession she participated in detection and prosecution of numerous major insurance fraud cases. She has provided consultancy and independent evaluation to ~~mitigate~~ ~~these~~Accessible ~~risks~~Home Health Care since its inception.

The full board of directors monitors risks associated with the Company’s overall financial reporting and among its responsibilities is a review of risk assessment and management and significant risks or exposures. In addition, the Committee has a responsibility to assess the steps management has taken to minimize such risks. The full board of directors also reviews the effectiveness and integrity of the Company’s financial reporting processes and the Company’s internal control structure (including both disclosure controls and procedures and internal control over financial reporting).35

~~Indebtedness~~ Compliance with Section 16(a) of ~~Directors~~the ~~and~~Securities ~~Executive~~Exchange ~~Officers~~Act of 1934

~~None~~ Section 16(a) of ~~our~~ the Exchange Act requires the Company’s executive officers orand ~~present~~directors orand ~~proposed~~persons who beneficially own more than 10% of a registered class of the Company’s equity securities to file reports of securities ownership and changes in such ownership with the SEC. Officers, directors and greater than 10% beneficial owners also are required by rules promulgated by the SEC to furnish the Company with copies of all Section 16(a) forms they file. Based solely on review of the copies of such reports furnished to the Company and written representations that no other reports were required, orthe ~~their~~Company ~~respective associates~~believes orthat, ~~affiliates~~during the year ended December 31, is2010, ~~indebted~~its toexecutive usofficers, directors and greater than 10% beneficial owners complied with all applicable Section 16(a) filing requirements.

~~Family Relationships~~Meetings and Committees of the Board

~~There~~During ~~are no~~2010, ~~family~~the ~~relationships~~Board ~~among~~of ~~our~~Directors ~~executive~~held ~~officers~~four meetings in person or via teleconference and ~~present~~six via written consent. During 2010, each director attended at least 75% of the meetings of the Board of Directors and of the committees on which he or ~~proposed~~ she served. The Company does not have a policy regarding attendance by members of the Board of Directors at the Company’s annual meeting of shareholders, although the Company intends to encourage its directors to attend its annual meeting. In 2010, the Company did not hold an annual meeting of shareholders.

~~Legal Proceedings~~The Board of Directors of the Company has two permanent committees, the Audit Committee and the Compensation Committee.

AsAudit ~~of the date of this current report, there are no material proceedings to which any of our present or proposed directors, executive officers, affiliates or stockholders is a party adverse to us.~~Committee:

~~CODE OF~~The ~~ETHICS~~Audit Committee is responsible for recommending independent accountants, reviewing with the accountants the scope and results of the audit engagement, and consulting with independent accountants and management with regard to Valiant’s accounting methods and control procedures. As of the date of this report, the Audit Committee was composed of Messrs. Rubin (Chairman), Love and McAteer. Each member would be considered “independent” as defined by Rule 5605(a)(2) of the Marketplace Rules of The Nasdaq Stock Market, Inc., as determined by our Board of Directors.

WeThe doAudit ~~not currently~~Committee ~~have~~oversees aour ~~code~~financial ofreporting ~~ethics,~~process ~~because~~on webehalf ~~have~~of ~~only~~the ~~limited~~Board ~~business operations and only one officer and two directors, we believe a code~~ of ~~ethics would have limited utility~~Directors. WeThe ~~intend~~committee’s toresponsibilities ~~adopt~~include ~~such~~the afollowing ~~code of ethics as our business operations expand and we have more directors, officers and employees.~~functions:

~~SECTION 16(A)~~● ~~BENEFICIAL~~approve ~~REPORTING~~and ~~COMPLIANCE~~retain the independent auditors to conduct the annual audit of our books and records;

~~Section 16(a)~~● ofreview the ~~Exchange~~proposed ~~Act~~scope ~~requires our officers, directors,~~ and ~~persons~~results ~~who own more than ten percent~~ of ~~a registered class of our equity securities to file reports of securities ownership and changes in such ownership with~~ the ~~SEC and NASDAQ. Officers, directors, and greater-than-ten-percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms that they file.~~audit;

18● review and pre-approve the independent auditors’ audit and non-audited services rendered;

~~Based solely~~● ~~upon~~approve ~~a review of Forms 3 and Forms 4, furnished to us pursuant to Rule 16a-3 under~~ the ~~Exchange~~audit ~~Act,~~fees ~~we believe that all such forms required~~ to be ~~filed~~ pursuant to Section 16(a) of the Exchange Act during the year ended December 31, 2009 were timely filed, as necessary, by the officers, directors, and security holders required to file such forms, except that Mr. DiStefano filed a late Form 4.paid;

~~ITEM 12.~~● ~~EXECUTIVE~~review ~~COMPENSATION~~accounting and financial controls with the independent auditors and our internal auditors and financial and accounting staff;

~~MANAGEMENT COMPENSATION~~● review and approve transactions between us and our directors, officers and affiliates;

~~The~~● ~~table below~~recognize ~~summarizes~~and ~~all~~prevent ~~compensation~~prohibited ~~awarded~~non-audit ~~to, earned by, or paid to our executive officers by any person for all~~ services; ~~rendered in all capacities to us for the period from our inception through to December 31, 2009:~~and

~~Executive Compensation~~● meeting separately and periodically with management and our internal auditor and independent auditors.

The ~~table below~~Audit ~~summarizes~~Committee ~~the~~operates ~~compensation~~under ~~earned~~a ~~for~~written ~~services~~charter. Our ~~rendered~~Board toof ~~Willing Holding,~~Directors ~~Inc.~~has indetermined ~~all~~that ~~capacities,~~we ~~for~~have ~~the~~at ~~years~~least ~~indicated~~one audit committee financial expert, as defined by ~~its~~the ~~Chief~~rules ~~Executive Officer~~and regulations of the SEC and ~~two~~the ~~most~~Nasdaq, ~~highly-compensated~~serving ~~executive~~on ~~officers~~our ~~other~~audit ~~than~~committee, and that Mr. Rubin is the ~~Chief Executive~~“audit ~~Officer~~committee financial expert”. The Audit Committee held one meeting during 2010.

			Annual Compensation						Long-Term Compensation
									Awards				Payouts
											Securities
									Restricted		Underlying
Name and							Other Annual		Stock		Options/		LTIP		All Other
Principal	Fiscal		Salary		Bonus		Compensation		Award(s)		SARs		Payouts		Compensation
Position	Year		($)		($)		($)		($)			(#)	($)		($)
Thomas L. DiStefano III		2009		150,000		-		-		0		-		-		-
Melissa K Conner		2009		0		-		-		50,000		-		-		-
Kevin Leonard		2009		0		-		-		0		-		-		-
						-		-		0		-		-		-

~~The aggregate~~Compensation ~~amount of benefits in each of the years indicated did not exceed the lesser of $50,000 or 10% of the compensation of any named officer.~~Committee:

~~Options/SAR Grants~~The Compensation Committee is responsible for reviewing recommendations from the Chairman of the Board of Directors with regard to the compensation of officers of Valiant. and ~~Fiscal~~reporting ~~Year~~to ~~End~~the ~~Option~~Board ~~Exercises~~of Directors its recommendations with regard to such compensation and ~~Values~~will be responsible for operating and administering any stock incentive plans that might be adopted by Valiant. The Compensation is comprised of Mr. Love (Chairman), Dr. Bergus, Mr. McAteer and Mrs. Rager.

WeThe ~~have not~~Compensation ~~had~~Committee adid ~~stock~~not ~~option~~meet ~~plan~~during ~~or other similar incentive compensation plan for officers, directors and employees, and no stock options, restricted stock or SAR grants were granted or were outstanding at any time~~2010.

~~There~~Code ~~are no~~of ~~current~~Business ~~employment~~Conduct ~~agreements between the company~~ and ~~its officer/director.~~Ethics

~~There~~The ~~are no~~Board ~~annuity,~~of ~~pension~~Directors orintends ~~retirement~~to ~~benefits~~adopt ~~proposed~~a toCode beof ~~paid~~Business toConduct ~~any~~and ~~Officer~~Ethics for all officers, ~~Director~~ ordirectors ~~employee~~and employees. This Code of ~~the~~Ethics ~~Company~~is inintended to promote the ~~event~~highest standards of ~~retirement~~honest atand ~~normal retirement~~ethical ~~date~~conduct ~~pursuant~~throughout toour business, ~~any~~full, ~~presently~~accurate ~~existing~~and ~~plan~~timely ~~provided~~reporting, orand ~~contributed to~~compliance bywith law, among other things. A copy of the ~~company~~Code orof ~~any~~Business Conduct and Ethics will be available under the “Investors” section of ~~its~~our ~~subsidiaries,~~website ifat ~~any~~www.valianthealthcare.com.

~~ITEM 13~~The Code of Business Conduct and Ethics will prohibit any waiver from its principles without the prior written consent of the Board of Directors. ~~SECURITY~~We ~~OWNERSHIP~~intend OFto ~~CERTAIN~~post ~~BENEFICIAL~~on ~~OWNERS~~our ~~AND~~website, ~~MANAGEMENT~~www.valianthealthcare.com, in accordance with the rules of the Securities and Exchange Commission any amendment of, and any waiver from, the Code of Business Conduct and Ethics that applies to our chief executive officer, chief financial officer, or any person performing similar functions.

~~The following~~Director table sets forth certain information concerning the number of shares of our common stock owned beneficially as of April 13, 2010 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our directors, and or (iii) our executive officers. Unless otherwise indicated, the shareholder listed possesses sole voting and investment power with respect to the shares shown.Nominations

Name(1)	Number of Shares Beneficially Owned(2)		Percentage of Shares Beneficially Owned(3)
5% Stockholders:
(4)		25,000,000		89.92	%
Executive Officers and Directors :
Thomas L. DiStefano III (5)		510,549		1.83	%
Kevin Leonard*		195,000		.7	%
Domingo M. Silvas III		-		-

The Company does not have a standing nominating committee. The entire Board of Directors fulfills the role of a nominating committee. Because of the Company’s size and the size of its current Board of Directors, the Board believes it is desirable for the nominations function to be fulfilled by the full Board, rather than by a nominating committee. The entire Board of Directors serving as a nominating committee currently does not have a charter. Messrs. Bergus, Love and McAteer meet the independence requirements as defined by the listing standards of Nasdaq, however, because the common stock is not currently traded on any exchange or quotation system, the Company is not subject to the corporate governance standards of any securities exchange or Nasdaq regarding the independence of nominating committee members.

*	Less than one percent.
(1)	Unless otherwise indicated, the address of each person is c/o Willing Holding, Inc., 21218 St. Andrews Blvd. #131, Boca Raton, FL 33433.

The Board of Directors will consider director nominees recommended by shareholders. A shareholder who wishes to recommend a person or persons for consideration as a nominee for election to the Board of Directors must send a written notice by mail to the Company, c/o Secretary, Valiant Health Care, Inc., 311 N. University Drive, Suite 625, Coral Springs, Florida 33065, that sets forth: (1) the name, business address, residence address, date of birth, biographical data and qualifications of each person whom the shareholder proposes to be considered as a nominee; (2) the number of shares of common stock beneficially owned by each proposed nominee; (3) any other information regarding the proposed nominee that would be required to be disclosed in a definitive proxy statement to shareholders pursuant to Regulation 14(a) of the Exchange Act; (4) the name, business address and residence address of the stockholder making the recommendation; and (5) the number of shares of common stock beneficially owned by the shareholder making the recommendation. The Company may require any proposed nominee to furnish additional information as may be reasonably required to determine the qualifications of the proposed nominee to serve as a director of the Company. Shareholder recommendations will be considered only if received no later than the 90th day and no earlier than 120 days before the date of the proxy statement sent to shareholders in connection with the previous year’s annual meeting of shareholders.

(2) Unless otherwise indicated, includes shares owned by a spouse, minor children and relatives sharing the same home, as well as the entities owned or controlled by the named person. Also includes shares if the named person has the right to acquire those shares within 60 days after December 31, 2009, by the exercise of any warrant, stock option or other right. Unless otherwise noted, shares are owned of record and beneficially by the named person.37

(3)	The calculation in this column is based upon 27,802,344 shares of common stock outstanding on April 13 2010. The issued and outstanding shares include 25,000,000 shares of Class A common stock issued in the name of 11i Solutions and held in escrow in accordance with the terms of the Escrow Agreement by and between the Company and 11i Solutions and the escrow agent thereto, dated March 26, 2010, as subsequently amended. The shares of common stock and shares underlying stock options are deemed outstanding for purposes of computing the percentage of the person holding such stock options but are not deemed outstanding for the purpose of computing the percentage of any other person.
(4)	Pursuant to the Agreement and Escrow Agreement there are 25,000,000 shares held in escrow for the benefit of 11i Solutions, Inc. These shares will only be distributed by the escrow agent when the terms of the Agreement have been fulfilled and the closing has occurred. 11i Solutions, Inc. may not vote the shares or distribute the shares until the terms of the Agreement have been fulfilled and the closing has occurred.
(5)	Pursuant to the Agreement by and between the Company and 11i Solutions, as amended, Thomas L. DiStefano III received 1,500,000 shares of the Company’s Class B Common Stock. Mr. DiStefano owns 100% of the issued and outstanding Class B shares of the Company.

At this time, the Board of Directors does not have a formal policy with regard to the consideration of any director nominees recommended by the Company’s shareholders because the costs of establishing and maintaining procedures for the consideration of shareholder nominations would be unduly burdensome. Although the Board of Directors has not established formal minimum qualifications for its members, the Board of Directors would consider only potential nominees who have experience, talents, skills and other characteristics the Board of Directors as a whole should possess in order to maintain its effectiveness. Non-management director nominees would generally need to be independent as defined by the listing standards of the SEC and Nasdaq. Any nominee must be willing to serve for the nominal director’s compensation paid by the Company. In addition, the Board of Directors would evaluate nominees with the goal of maintaining a diversity of background and experience that complements the other directors. The Company does not utilize third parties to identify or evaluate potential director nominees. Candidates nominated by shareholders would be evaluated in the same manner as the candidates nominated by the Board of Directors. The Company has not received any recommendation for a director nominee from any shareholder.

192010 Director Compensation

~~ITEM 14.~~Cash ~~CERTAIN~~Compensation ~~RELATIONSHIPS~~Paid ~~AND~~to ~~RELATED~~Board ~~TRANSACTIONS~~Members

~~On September 29,~~For ~~2009~~the wefiscal ~~issued~~year ~~two~~ended ~~unsecured~~December 31, ~~promissory notes (each a “Note” and collectively~~2010, ~~the~~non-employee ~~“Notes”)~~members inof the ~~aggregate~~Board ~~principal amount~~ of ~~$20,000~~Directors ~~for certain~~were ~~loans~~entitled ~~provided~~ to ~~the~~receive ~~Company~~an byattendance ~~Thomas~~fee L.of ~~DiStefano~~$100 ~~III,~~for ~~the~~each ~~Chief Executive~~Board ~~Officer,~~or ~~Chief~~Committee ~~Financial Officer and Co-Chairman of the Company~~meeting.

~~The~~Stock ~~Notes are~~Option non-interest bearing at and the outstanding principal amount of each Note are due and payable on the date that is the earlier of (i) December 1, 2009, or (ii) within five (5) days of the closing of any subsequent financing of Company (whether completed as a debt or equity financing).Awards

~~The~~As ~~terms~~ of ~~each~~December ~~Note~~31, ~~provide~~2010, ~~that in~~ the ~~“Default~~Company ~~and~~did ~~Remedy”~~not ~~(as~~have ~~that term is defined~~ in ~~the~~place ~~Note) by the Company, If Company fails to pay principal on the date on which it falls due or to perform~~ any ofstock ~~the~~option ~~agreements, conditions, covenants, provisions,~~ or ~~stipulations~~other ~~contained~~equity-based inincentive ~~this~~plan ~~Note,~~for ~~then Lender, at~~ its ~~option~~non-employee ~~and~~directors. In ~~without~~January ~~notice to Company~~ 2011, ~~may declare immediately due and payable~~ the ~~entire~~Board ~~unpaid balance~~ of ~~principal~~Directors ~~with~~adopted ~~interest~~its ~~from~~2011 ~~the~~Non-Management ~~date~~Directors’ ~~of default~~Stock atOption ~~the~~Plan, ~~rate~~which ofcalls ~~12%~~for ~~per~~automatic ~~year~~grants ~~and~~of ~~all~~options ~~other~~to ~~sums~~purchase ~~due~~15,000 bycommon ~~Borrower~~shares ~~hereunder anything~~upon ~~herein to~~ the ~~contrary~~initial ~~notwithstanding. Payment~~election ~~of this sum may be enforced and recovered in whole~~ or inappointment ~~part~~as ata ~~any~~director. ~~time~~In byaddition ~~one or more of the remedies provided~~ to ~~Lender~~an ininitial ~~this~~award ~~Note. In~~under ~~that~~the ~~case~~plan, ~~Lender also~~each ~~may~~non-employee ~~recover~~director ~~all~~will ~~costs~~be inautomatically ~~connection~~granted ~~with~~an ~~suit,~~option ato ~~reasonable~~purchase ~~attorney’s~~an ~~fee for~~additional ~~collection~~5,000 ~~and~~common ~~interest~~shares on ~~any~~the ~~judgment~~last ~~obtained~~business byday ~~Lender at the rate~~ of ~~12%~~ ~~per~~each fiscal year. ~~The~~ These ~~remedies~~options ofwill ~~Lender~~vest ~~and~~1/3 ~~the~~per ~~warrants~~year ~~provided~~for ~~in this~~three ~~Note shall be cumulative and concurrent~~years, ~~and~~beginning ~~they~~one ~~may~~year befrom ~~pursued singly, successively, or together at~~ the ~~sole~~date ~~discretion~~ of ~~Lender. They~~the ~~may be exercised as often as occasion shall occur~~grant, and ~~failing~~expire toat ~~exercise~~the ~~one~~end ~~shall in no event be construed as a waiver or release~~ of it10 years.

~~On December~~Compensation ~~17,~~Committee ~~2009,~~Interlocks weand ~~issued~~Insider ~~an unsecured promissory note (the “Note” ) in the aggregate principal amount of $30,000.00 for certain loans provided to the Company by Thomas L. DiStefano III.~~Participation

~~The~~Only ~~Note is~~Messrs. Bergus, ~~non-interest~~Love ~~bearing~~ and ~~the~~McAteer ~~outstanding~~were ~~principal~~members ~~amount~~of the ~~Note is~~Compensation ~~due~~Committee ~~and~~at ~~payable~~any ontime ~~the~~during ~~date~~2010 ~~that~~and isdetermined ~~the~~to ~~earlier~~be ofan ~~(i)~~independent ~~February~~director. ~~15, 2010, or~~There ~~(ii)~~are ~~within~~no ~~five~~compensation ~~(5)~~committee ~~days~~interlocks ofbetween the ~~closing~~members of ~~any~~the ~~subsequent financing of~~ Company’s ~~(whether~~Compensation ~~completed~~Committee asand aany ~~debt~~other ~~or equity financing)~~entity.

~~The~~Shareholder terms of each Note provide that in the “Default and Remedy” (as that term is defined in the Note) by the Company, If Company fails to pay principal on the date on which it falls due or to perform any of the agreements, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at its option and without notice to Company , may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it.Communications

OnShareholders ~~March 23,~~interested ~~2010,~~in ~~the~~communicating ~~Company~~directly ~~and~~with ~~11i~~the ~~Solutions~~Board, ~~Inc.,~~or aspecified ~~Georgia~~individual ~~corporation (“11i Solutions”)~~directors, ~~entered~~may ~~into~~do aso ~~Purchase~~by ~~Agreement~~writing (the ~~“Agreement”)~~Corporate Secretary, ~~effective March~~3111 26N. University Drive, ~~2010. The~~Suite ~~parties~~625, ~~additionally~~Coral ~~entered~~Springs, ~~into~~Florida an33065. ~~Escrow Agreement~~The ~~(“Escrow~~Secretary ~~Agreement”)~~will onreview ~~March~~all ~~26,~~such ~~2010. As~~correspondence ~~per~~and ~~the~~will ~~terms~~regularly ~~of the~~forward ~~Agreement~~to ~~11i~~the ~~Solutions~~Board ~~will~~copies ~~acquire~~of aall ~~majority~~such ~~position~~correspondence that, in the ~~capital stock~~opinion of the ~~Company~~Secretary, (relates to the ~~“Agreement”).~~functions ~~The~~of the Board ofor its committees or that the Secretary otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by the Company ~~has~~ ~~unanimously~~that ~~approved~~is addressed to members of the ~~Purchase~~Board ~~Agreement~~and request copies of such correspondence. ~~Unless~~Concerns ~~otherwise~~relating ~~indicated~~to accounting, ~~we refer~~internal controls or auditing matters will immediately be brought to the ~~Company,~~attention asof ~~we,~~the ~~us,~~Chairman orof ~~our,~~the Audit Committee and handled in ~~this~~accordance ~~Annual~~with ~~Report~~procedures onestablished ~~Form~~by ~~10-K (“Form~~the ~~10-K”)~~Audit Committee with respect to such matters.

2038

~~11i Solutions~~ITEM provides wireless technologies and other services and hardware to a variety of rapidly expanding markets, specifically: critical infrastructure security, antiterrorism, homeland security, intelligence, and law enforcement11. ~~11i~~ ~~has~~EXECUTIVE designed and developed innovative, multi-purpose solutions, addressing the growing problem of the malicious use of cellular-wireless technology. 11i targets the commercial, government and international markets for its products and services. 11i Solutions is headquartered in Kennesaw, Georgia.COMPENSATION

~~Upon~~Compensation ~~the terms~~Discussion and subject to the conditions of the Agreement, 11i Solutions purchased 25,000,000 shares of the Class A common stock of the Company (the “Shares”) pursuant to the distribution terms provided in the Escrow Agreement for $225,000.00. Pursuant to the terms of the Agreement Thomas L. DiStefano III resigned as chief executive officer of the Company and Domingo M. Silvas III was appointed as the new chief executive officer. Additionally, Melissa K. Conner resigned as a director of the Company under the terms of the Agreement. The Agreement provides that Mr. DiStefano and Mr. Silvas will serve as co-chairmen of the Company until all closing conditions under the Agreement and the Escrow Agreement have been satisfied. The terms of the Agreement include 11i Solutions paying all the outstanding debt obligations of the Company during a ninety day period commencing on March 26, 2010, the effective date of the Agreement. At such time as the full purchase price for the Shares has been paid and all outstanding debt obligations of the Company have been discharged under the terms of the Escrow Agreement, Mr. DiStefano will resign from his position as co-chairman of the Company.Analysis

~~Subsequent to~~Compensation the resignation of Mr. DiStefano he was reappointed as CEO by an Amendment to the Purchase Agreement. In the Amendment Mr. DiStefano remains the Company’s Chief Executive Officer (“CEO”) until the first payment of the purchase price in the amount of $75,000 (or receipt of the First Installment) in order to maintain cohesive order in the Company’s s business operations and this provision shall amend Section 5. g. iii and iv of the Agreement.Philosophy

~~ITEM 15~~Our Compensation Committee seeks to attract, motivate and retain key talent needed to enable us to operate successfully in a competitive environment. ~~PRINCIPAL~~Its ~~ACCOUNTING~~fundamental ~~FEES~~policy ~~AND~~is ~~SERVICES~~to offer our executive officers competitive compensation opportunities based upon their personal performance, our financial performance and each executive officer’s contributions to our performance.

The ~~total fees~~Compensation ~~charged~~Committee toalso ~~the~~recognizes ~~company~~that, ~~for~~from ~~audit~~time ~~services~~to time, ~~including~~it ~~quarterly~~is ~~reviews, were~~appropriate ~~$14,200.00,~~to ~~audit-related~~enter ~~services~~into ~~were~~compensatory ~~$16,000,~~agreements ~~tax~~with ~~services~~key ~~were~~executives ~~$0, and other~~to seek to further motivate such individuals or retain their services. ~~were~~While $0we ~~during~~currently ~~the~~do ~~year~~not ~~ended~~have ~~December~~any 31such agreements with executive officers, ~~2009~~ we anticipate that such agreements will be entered into in the near future.

21The Compensation Committee intends to periodically review the effectiveness and competitiveness of our executive compensation structure with the assistance of independent consultants and by conducting informal salary surveys.

Compensation Program

The key components of executive compensation are currently a base salary, with the expectations of the use of annual performance incentive compensation and long-term equity-based incentive grants as part of the employment agreements with the executive. Several of the more important factors that the committee has and will consider in establishing the components of each executive officer’s compensation package for 2011 are as follows:

●

Individual performance;

●

Our achievement of performance goals and of specific objectives;

●

The success of the business division within the individual’s area of responsibility;

●

Competitiveness with salary levels of similarly sized companies;

●

Internal compensation comparability standards; and

●

Our ability to pay an appropriate and competitive salary based upon our size and profitability.

Base Salary

Our executive officers receive base salaries that are determined based on their responsibilities, skills and experience related to their respective positions. The amount and timing of an increase in base compensation depends upon, among other things, the individual’s performance, and the time interval and any added responsibilities since his or her last salary increase.

Annual Incentive Compensation

We anticipate that as part of their employment agreements our executive officers will be eligible for annual performance-based incentive compensation payable in cash and tied to our achievement of performance goals, which typically include components related to profitability, either at the divisional or corporate levels, or a combination, depending upon the executive’s area of responsibility. During each year, the compensation committee will establish corporate performance targets and corresponding incentive compensation, which typically will be calculated as a percentage of the individual’s base salary, with more senior executives eligible for higher percentages. The compensation committee may award additional or substitute incentive compensation at its discretion based on individual performance during the applicable year.

We strive to provide our named executive officers with a competitive base salary that is in line with their roles and responsibilities. We believe that similarly positioned peer companies would be the most appropriate to use for salary comparison purposes for our executive officers and significant employees. We believe that the compensation we provide to our executive officers is comparable to and probably less than that provided to other executive officers of similarly positioned home health care companies.

It is not uncommon for companies in our industry, to have base salaries and bonuses as the sole and only form of compensation. The base salary level is established and reviewed based on the level of responsibilities, the experience and tenure of the individual and the current and potential contributions of the individual. The base salary is compared to similar positions within comparable peer companies and with consideration of the executive’s relative experience in his or her position. Based on an evaluation of available information with respect to the base salaries of executives of our competitors, the base salary and bonus paid to our named executive officers is in line with our competitors. Base salaries are reviewed periodically and at the time of promotion or other changes in responsibilities.

The table below sets forth certain information relating to the compensation earned during the year ended December 31, 2010 and 2009, by our Principal Executive Officer and each of the other highest paid executive officers whose total annual salary and bonus exceeded $100,000 during the twelve months ended December 31, 2010 (collectively, the “Named Executive Officers”). Disclosure is only provided for our principal executive officer, as no other executive officer’s total annual salary and bonus exceeded $100,000 during either 2009 or 2010.

Summary Compensation Table

The following table sets forth the total compensation awarded, paid to or earned by the Named Executive Officers during 2009 and 2010:

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)			Option Awards ($)		All Other Compensation ($)		Total ($)

Steven Turner
Chief Executive Officer	2010	$	85,400		0	$	46,000	(1)		0		0	$	131,400
	2009		85,400		0		0			0		0		85,400

(1)	Reflects the aggregate grant date fair value of the award of 925,455 shares of stock to Mr. Turner in the Company based on a closing price of $0.05 per share on December 29, 2010 in accordance with FASB ASC Topic 718.

Option Grants in Last Fiscal Year

There were no option grants to the Named Executive Officers during the year ended December 31, 2010.

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2010, there were no outstanding equity awards held by the Named Executive Officers.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information, as of the date of this report with respect to the beneficial ownership of our common stock by: (i) each director; (ii) each Named Executive Officer named in the Summary Compensation Table; (iii) each shareholder known by the Company to be a beneficial owner of more than 5% of the Company’s common stock; and (iv) all executive officers and directors as a group. Unless otherwise indicated, each of the shareholders listed below exercises sole voting and dispositive power over the shares. In general, “Beneficial Ownership” refers to shares that an individual or entity has the power to vote or dispose of, and any rights to acquire common stock that are currently exercisable or will become exercisable within 60 days of the date of this report. Unless otherwise indicated, we believe that each person named below, based on information furnished by such owners, holds sole investment and voting power with respect to such shares, subject to community property laws where applicable, and that there are no other affiliations among the stockholders listed in the table. We calculated percentage ownership in accordance with the rules of the SEC using the total number of shares outstanding as of the date of this report, as well as shares deemed to be outstanding because of outstanding rights to acquire common stock that are currently exercisable or will be exercisable within 60 days of the date of this report.

Name and Address of Beneficial Owners (1)	Number of Shares Beneficially Owned		Percent of Class (2)

DMASC Holdings, Inc. (3)		15,835,580		53.0	%
RJCM Investments, Inc. (4)		6,657,186		22.3	%
Mirella Salem (4)		6,657,186		22.3	%
Steven Turner		925,455		3.1	%
John Rowsell .		462,727		1.5	%
Angela C. Rodriguez		60,000		*
Boris Bergus, M.D.		-0-		*
Marc Love .		-0-		*
John J. McAteer .		-0-		*
Barry I. Rubin .		-0-		*
Cheryl Rager(3) .		15,835,580		53.0
All executive officers and director as a group (9) persons)(5)		23,940,948		80.1	%

*	Represents less than 1%

(1)	Unless otherwise indicated, the address of the persons listed is c/o Valiant, 3111 N. University Drive, Suite 625, Coral Springs, Florida 33065.

(2)

Based on 29,902,344 shares outstanding. Except as indicated in the footnotes set forth below, the persons named in the table, to Valiant’s knowledge, have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. The number of shares shown as owned by, and the voting power of, individual shareholders include shares which are not currently outstanding but which such shareholders are entitled to acquire or will be entitled to acquire within 60 days. Such shares are deemed to be outstanding for the purpose of computing the percentage of outstanding common stock owned by the particular shareholder, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

(3)	The address for this shareholder is 10100 N. Sample Road, Suite 300, Coral Springs, Florida 33065. This entity is owned by Mrs. Rager and her family members.

(4)	The address for this shareholder is 10100 N. Sample Road, Suite 300, Coral Springs, Florida 33065. This entity is owned by a trust for certain relatives of Ms. Salem.

(5)	Includes the 24,492,766 shares beneficially owned by Mrs. Rager and Ms. Salem.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Except as may be provided below, none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Background of Affiliate of Principal Shareholder

DMASC Holdings, Inc. (“DHI”), our principal shareholder, currently holds 15,835,580 shares or approximately 53% of our issued and outstanding common stock. The shareholders, directors and officers of DHI are Cheryl Rager Dahod and her two children. Aarif Dahod is Cheryl Rager Dahod’s spouse and the father of the children. Mr. Dahod, as one of the members of management of Sahlen & Associates, Inc. (“SAI”), a publicly-held security company based in Deerfield Beach, Florida, made certain decisions in violations of the securities laws. Although Mr. Dahod asserted his innocence, in February 1994, he lost on federal charges of conspiracy and fraud stemming from the activities of SAI. Mr. Dahod is not an employee and does not serve as an officer or director of either DHI or Valiant. He does, however, consult with our management and board of directors from time to time, representing the interests of DHI as a principal shareholder in Valiant.

Independent Board Members

The board has four members, Boris Bergus, Marc Love, John J. McAteer and Barry I. Rubin that meet the existing independence requirements of the SEC.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit and Tax Fees. The following is a summary of the fees billed to the company by our current and previous principal accountants (Daszkal Bolton LLP and Moore & Associates Chartered, respectively) for professional services rendered for the year ended December 31, 2010.

	2010
Audit Fees	$	39,500
Tax Fees	$	-0-

Fees for audit services include fees associated with the annual audit of the Company and the reviews of our quarterly reports on Form 10-Q. Tax fees include tax compliance, tax advice and tax planning related to federal and state tax matters.

All Other Fees. Other than the services described above, there were no other aggregate fees billed for services rendered by the principal accountant for the fiscal year ended December 31, 2010.

Audit Committee Policies and Procedures. The Audit Committee must pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditors, subject to the de-minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, which should nonetheless be approved by the Board of Directors prior to the completion of the audit. Each year the independent auditor’s retention to audit our financial statements, including the associated fee, is and will be approved by the Audit Committee before the filing of the previous year’s Annual Report on Form 10-K. At the beginning of the fiscal year, the Audit Committee will evaluate other known potential engagements of the independent auditor, including the scope of work proposed to be performed and the proposed fees, and approve or reject each service, taking into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the independent auditor’s independence from management. At each such subsequent meeting, the auditor and management may present subsequent services for approval. Typically, these would be services such as due diligence for an acquisition, that would not have been known at the beginning of the year.

PART IV

~~EXHIBIT INDEX~~ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Index to Exhibits

(a)	Exhibits

3.1	Amended Articles of Incorporation of Valiant Health Care, Inc., (except for the name change amendment filed hereby, incorporated herein by reference to Exhibit 3(i) from the Registration Statement on Form 10 (File No. 000-53496) filed on February 3, 2009).

3.2	Bylaws of Valiant Health Care , Inc. (incorporated herein by reference to Registration Statement on Form 10 (File No. 000-53496) filed on February 3, 2009).

4.1	Specimen Common Stock Certificate

10.1	Asset Purchase Agreement between Valiant Health Care, Inc. and Willing Holding, Inc., dated July 15, 2010 (incorporated herein by reference to Valiant’s Current Report on Form 8-K, File No. 000-53496, filed July 19, 2010).

10.2	Share Purchase Agreement, dated July 15, 2010, by and between Willing Holding, Inc., New World Mortgage, Inc. and Francis Leonard (previously filed with and incorporated by reference from the Registrant’s Current Report on Form 8-K filed on July 19, 2010).

10.3	Form of Employment Agreement to be used for certain executives*

21.1	Subsidiaries of the Company (None)

24.1	Power of Attorney (included in the Signature page)

Exhibit Number		Description
2.1		Stock Purchase Agreement between Willing Holding, Inc., Francis Thomas Leonard and New World Mortgage, Inc.*
3(i)		Amended and Restated Articles of Incorporation as filed with the Secretary of State of the State of Florida on November 10, 2008.*
3(ii)		By-Laws*
10.1		Employment Agreement between Perfect Web Technologies, Inc., Willing Holding, Inc. and Gideon Taylor.*
10.2		Employment Agreement between Willing Holding, Inc., New World Mortgage, Inc. and Kevin Leonard.*
10.3		Lease Agreement, dated February 27, 2008, by and between Sequoia Investments XIV, LLC and Willing Holding, Inc. for Greensboro, NC space.*
10.4		Lease Agreement, dated January 1, 2007, by and between Karen Morrison and New World Mortgage, Inc. for Murrieta, CA space.*
10.5		Consultant Agreement between Willing Holding, Inc. and Glenn Morris/Mortgage Services of Gibsonville.*
10.6		Promissory Note dated October 28, 2008 executed by Willing Holding, Inc. in favor of Robert Johnson.*
10.7		Form of Debt Conversion Agreement
10.7		Unsecured Promissory Note, dated September 16, 2009, in the principal amount of $7,000 executed by Willing Holding, Inc. in favor of Thomas L. DiStefano III.
10.8		Unsecured Promissory Note, dated September 16, 2009, in the principal amount of $13,000 executed by Willing Holding, Inc. in favor of Thomas L. DiStefano III.
10.9		Unsecured Promissory Note, dated December 17, 2009, in the principal amount of $30,000.00 executed by Willing Holding, Inc. in favor of Thomas L. DiStefano III.
10.10		Purchase Agreement by and among Willing Holding, Inc., 11i Solutions, Inc., and Thomas L. DiStefano III, effective as of March 26, 2010.
10.11		Escrow Agreement by and among Willing Holding, Inc., 11i Solutions, Inc., and the additional party named therein serving as escrow agent, dated as of March 26, 2010.
10.12		Amendment to the Purchase Agreement+
10.13		Amendment to the Escrow Agreement+
31.1		Principal Executive Officer and Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+
32.1		Principal Executive Officer and Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.+

* Incorporated by reference to the corresponding exhibit filed with the Registration Statement on Form 10 (File No. 000-53496) filed with the SEC on November 12, 2008, and subsequently amended on May 27, 2009.

31.1	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

+* ~~Filed~~This ~~herewith~~agreement is a compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(a).

22(b) Financial Statement Schedules.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, ~~thereunto~~thereto duly authorized.

	WILLING HOLDING, INC.
	VALIANT HEALTH CARE, INC.
Date: April 15, 2009	By:	/s/ THOMAS L. DISTEFANO III
Date: April 27, 2011	By:	/s/ Steven Turner
		THOMAS L. DISTEFANO III
	Steven Turner
		Chief Executive Officer, Chief Financial Officer and Co-Chairman
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of Valiant Health Care, Inc. (the “Corporation”) and the several undersigned officers and directors thereof whose signatures appear below, hereby makes, constitutes and appoints Mirella Salem and Steven Turner, and each of them, its, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for it, him or her and in its, his or her name, place and stead, in any and all capacities, to sign this annual report of the Corporation to be filed with the Securities and Exchange Commission (the “Commission”), together with any and all amendments (including post-effective amendments) to such registration statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
Signatures	TitleTitle	Date
/s/ THOMAS L. DISTEFANO III	Chief Executive Officer,	April 15, 2010
/s/ Steven Turner	President (principal executive	April 27, 2011
THOMAS L. DISTEFANO III	Chief Financial Officer and Co-Chairman
Steven Turner	officer)
/S/ DOMINGO M. SILVAS III	Co-Chairman	April 15, 2010
/s/ Angela C. Rodriguez	Chief Financial Officer (principal	April 27, 2011
DOMINGO M. SILVAS III
Angela C. Rodriguez	financial and accounting officer)
/s/ Mirella Salem	Director	April 27, 2011
Mirella Salem
/s/ Boris Bergus	Director	April 27, 2011
Boris Bergus, M.D.
/s/ Marc Love	Director	April 27, 2011
Marc Love
/s/ John J. McAteer	Director	April 27, 2011
John J. McAteer

2346

Signatures	TitleTitle	Date

/s/ Barry I. Rubin	Director	April 27, 2011
Barry I. Rubin

/s/ Cheryl Rager	Director	April 27, 2011
Cheryl Rager

EXHIBIT INDEX

Exhibit
Number		Description

3.1		Amended Articles of Incorporation of Valiant Health Care, Inc., (except for the name change amendment filed hereby, incorporated herein by reference to Exhibit 3(i) from the Registration Statement on Form 10 (File No. 000-53496) filed on February 3, 2009).

3.2		Bylaws of Valiant Health Care , Inc. (incorporated herein by reference to Registration Statement on Form 10 (File No. 000-53496) filed on February 3, 2009).

4.1		Specimen Common Stock Certificate

10.1		Asset Purchase Agreement between Valiant Health Care, Inc. and Willing Holding, Inc., dated July 15, 2010 (incorporated herein by reference to Valiant’s Current Report on Form 8-K, File No. 000-53496, filed July 19, 2010).

10.2		Share Purchase Agreement, dated July 15, 2010, by and between Willing Holding, Inc., New World Mortgage, Inc. and Francis Leonard (previously filed with and incorporated by reference from the Registrant’s Current Report on Form 8-K filed on July 19, 2010).

10.3		Form of Employment Agreement to be used for certain executives*

21.1		Subsidiaries of the Company (None)

24.1		Power of Attorney (included in the Signature page)

31.1		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*	This agreement is a compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(a).

Filing Compare · Valiant Health Care, Inc.