UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~(Mark One)~~ x QUARTERLY REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2012

o¨ TRANSITION REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~________________~~_______ to ~~_______________~~_______

000-52621

(Commission file number)

Midas Medici Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		37-1532843
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

445 Park Avenue, 20th Floor

New York, New York 10022

(Address of principal executive offices)

(212) 792-0920

(Issuer's telephone number)

N/A

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

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes x No o

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

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

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

There were 10,~~282~~975,~~532~~269 shares of the issuer's common stock outstanding as of ~~May~~August 16, 2012.

Table of Contents

MIDAS MEDICI GROUP HOLDINGS, INC.

Table of Contents

		Page Number
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets as of March 31, 2012 (Unaudited) and December 31, 2011	4
	Condensed Consolidated Balance Sheets as of June 30, 2012 (Unaudited) and December 31, 2011	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2012 and 2011 (Unaudited)	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2012 and 2011 (Unaudited)	5
	Condensed Consolidated Statement of Stockholders’ Equity (Deficit) for the three months ended March 31, 2012 (Unaudited)	6
	Condensed Consolidated Statement of Stockholders’ Equity (Deficit) for the six months ended June 30, 2012 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2012 and 2011 (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011 (Unaudited)	7
	Notes to Condensed Consolidated Financial Statements (Unaudited)	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31
Item 4.	Controls and Procedures	3132
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	3233
Item1A.	Risk Factors	3233
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3233
Item 3.	Defaults Upon Senior Securities	3233
Item 4.	Mine Safety Disclosures	3234
Item 5.	Other Information	3234
Item 6.	Exhibits	3334
SIGNATURES		3435

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (including the section regarding Management's Discussion and Analysis of Financial Condition and Results of Operations) and any documents incorporated by reference herein or therein may contain “forward-looking statements”. Forward-looking statements reflect our current view about future beliefs, plans, objectives, goals or expectations. When used in such documents, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements relating to our business goals, business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events.

Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, a continued decline in general economic conditions nationally and internationally; decreased demand for our products and services; market acceptance of our products and services; our ability to protect our intellectual property rights; the impact of any infringement actions or other litigation brought against us; competition from other providers and products; our ability to develop and commercialize new and improved products and services; our ability to raise capital to fund continuing operations; changes in government regulation; our ability to complete customer transactions and capital raising transactions; and other factors (including the risks contained in the sections of our annual report on Form 10-K entitled “Risk Factors”) relating to our industry, our operations and results of operations and any businesses that may be acquired by us. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. We file reports with the Securities and Exchange Commission ("SEC"). Our electronic filings with the United States Securities and Exchange Commission (including our Annual Reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to these reports) are available free of charge on the Securities and Exchange Commission’s website at http://www.sec.gov. You can also read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this quarterly report and other reports we have filed or will file with the SEC and which are incorporated by reference herein, including statements under the caption “Risk Factors” and “Forward-Looking Statements” in such reports. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Table of Contents

Part 1: FINANCIAL INFORMATION

Item 1: Financial Statements

~~MIDAS~~Midas ~~MEDICI~~Medici ~~GROUP~~Group ~~HOLDINGS~~Holdings, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARIES~~Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands except share and per share amounts)

	March 31,			December 31,
	June 30,			December 31,
	2012			2011
	(Unaudited)			~~(Note 1)~~
ASSETS
Current assets:
Cash and cash equivalents	$	1,~~381~~340		$	1,461
Accounts receivable, net of allowance for doubtful accounts of $1,806 and $1,711, respectively		25,044			28,374
Accounts receivable, net of allowance for doubtful accounts of $1,717 and $1,711 as of June 30, 2012 and December 31, 2011, respectively		15,446			28,374
Lease payments receivable, current		2,~~071~~192			2,091
Lease payments receivable – Westcon		4,849			4,000
Lease payments receivable - Westcon, current		4,392			4,000
Inventories		32,~~827~~647			3,413
Recoverable taxes, current		1,~~544~~461			1,500
Deferred costs, current		9,~~470~~232			13,044
Prepaid expenses and other current assets		24,~~436~~479			2,017
Total current assets		5041,~~622~~189			55,900
Property and equipment, net		6,~~523~~334			6,317
Accounts receivable, long-term		48			70
Lease payments receivable, long-term		3,273			1,663
Lease payments receivable, long-term		1,732			1,663
Lease payments receivable - Westcon, long-term		8,512			10,575
Lease payments receivable - Westcon, long-term		10,648			10,575
Recoverable taxes, long-term		5,558			5,131
Recoverable taxes, long-term		5,709			5,131
Goodwill		24,615			25,839
Goodwill		26,194			25,839
Other intangible assets, net		12,415			14,619
Other intangible assets, net		13,868			14,619
Other assets		441			513
Other assets		468			443
Deferred costs, net of current portion		1,181			1,446
Deferred costs, net of current portion		1,156			1,446
Total assets	$	103,518		$	122,003
Total assets	$	116,968		$	122,003
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	3736,~~541~~733		$	36,815
Accrued liabilities		1112,~~881~~254			12,571
Westcon capital lease, current		32,~~116~~940			2,890
Capital leases, current		1,~~597~~422			1,614
Current maturities of long-term debt		15,~~927~~466			15,745
Current portion of deferred revenue		1311,~~245~~894			13,155
Deferred purchase price		3,~~791~~535			4,791
Purchase price contingency		4,~~397~~734			2,464
Total current liabilities		9188,~~495~~978			90,045
Long-term debt, net of current maturities		65,~~079~~104			6,479
Westcon capital lease, net of current maturities		65,~~446~~027			7,071
Capital leases, net of current maturities		1,~~402~~041			1,560
Deferred revenue, net of current portion		2,~~668~~651			2,761
Other long-term liabilities		7,~~962~~002			7,955
Total liabilities		~~116~~109,~~052~~803			115,871
Commitments and contingencies
Commitments and Contingencies
Redeemable noncontrolling interest		~~1,640~~419			2,267
Stockholders' (Deficit) Equity:
Stockholders' Equity (Deficit) :
Preferred stock $0.001 par value, 10,000,000 shares authorized; no shares issued as of March 31, 2012 and December 31, 2011		-			-
Preferred stock $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding as of June 30, 2012 and December 31, 2011		-			-
Common stock $0.001 par value, 40,000,000 shares authorized; 10,282,532 and 9,894,374 shares issued and outstanding as of March 31, 2012 and December 31, 2011, respectively		10			10
Common stock $0.001 par value, 40,000,000 shares authorized; 10,975,269 and 9,894,374 shares issued and outstanding as of June 30, 2012 and December 31, 2011, respectively		11			10
Additional paid-in capital		3133,~~749~~243			30,888
Accumulated deficit		(2936,~~007~~262	)		(23,784	)
Accumulated other comprehensive loss		(3,~~476~~696	)		(3,249	)
Total stockholders' equity (deficit)		(~~724~~6,704	)		3,865
Total liabilities and stockholders' equity (deficit)	$	~~116~~103,~~968~~518		$	122,003

See the accompanying notes to unaudited condensed consolidated financial statements

Table of Contents

~~MIDAS~~Midas ~~MEDICI~~Medici ~~GROUP~~Group ~~HOLDINGS~~Holdings, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARIES~~Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands except, share, and per ~~share~~data amounts)

	Three Months Ended March 31,
	2012			2011
	(Unaudited)			(Unaudited)
Revenues:
Data center services and solutions	$	14,952		$	7,066
IT infrastructure services		1,216			852
IT infrastructure solutions		19,379			4,919
Totals		35,547			12,837
Operating expenses:
Data center services and solutions		10,759			4,858
IT infrastructure services		975			614
IT infrastructure solutions		13,371			4,056
Selling, general and administrative expenses		11,088			4,313
Depreciation and amortization expense		1,258			725
Totals		37,451			14,566
Operating loss		(1,904	)		(1,729	)
Loss on change in fair value of purchase price contingency		(1,933	)		-
Other income		127			-
Interest expense, net		(2,090	)		(141	)
Foreign currency transaction gain		27			-
Loss before income tax expense		(5,773	)		(1,870	)
Income tax benefit (expense)		(39	)		758
Consolidated net loss		(5,812	)		(1,112	)
Less: loss attributable to noncontrolling interest		589			-
Net loss attributable to Midas Medici Group Holdings, Inc. and Subsidiaries	$	(5,223	)	$	(1,112	)
Comprehensive loss:
Consolidated net loss	$	(5,812	)	$	(1,112	)
Foreign currency translation adjustment		(227	)		-
Total comprehensive loss		(6,039	)		(1,112	)
Comprehensive loss attributable to the noncontrolling interest		589			-
Comprehensive loss attributable to Midas Medici Group Holdings, Inc. and Subsidiaries	$	(5,450	)	$	(1,112	)
Loss per share:
Loss per common share - basic and diluted	$	(0.53	)	$	(0.20	)
Weighted average number of common shares outstanding - basic and diluted		9,941,816			5,699,078

(Unaudited)

See accompanying notes to unaudited condensed consolidated financial statements

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Revenues:
Data center services and solutions	$	9,464		$	7,102		$	24,416		$	14,168
IT infrastructure services		1,079			1,483			2,295			2,335
IT infrastructure solutions		17,959			6,603			37,338			11,522
Totals		28,502			15,188			64,049			28,025

Operating expenses:
Data center services and solutions		6,765			4,821			17,524			9,679
IT infrastructure services		737			887			1,712			1,501
IT infrastructure solutions		14,573			5,079			27,944			9,135
Selling, general and administrative expenses		11,008			4,971			22,096			9,284
Depreciation and amortization expense		1,124			830			2,382			1,555
Totals		34,207			16,588			71,658			31,154

Operating loss		(5,705	)		(1,400	)		(7,609	)		(3,129	)

Other income (expenses):
Loss on change in fair value of purchase price contingency		(337	)		-			(2,270	)		-
Other income		139			345			266			345
Interest expense, net		(2,269	)		(125	)		(4,359	)		(266	)
Gain on sale of fixed assets		152			-			152			-
Foreign currency transaction loss		(164	)		-			(137	)		-

Loss before income tax benefit (expense)		(8,184	)		(1,180	)		(13,957	)		(3,050	)

Income tax benefit (expense)		(37	)		417			(76	)		1,175

Consolidated net loss		(8,221	)		(763	)		(14,033	)		(1,875	)

Less: loss attributable to noncontrolling interest		(966	)		-			(1,555	)		-

Net loss attributable to Midas Medici Group Holdings, Inc. and Subsidiaries	$	(7,255	)	$	(763	)	$	(12,478	)	$	(1,875	)

Comprehensive loss:
Consolidated net loss	$	(8,221	)	$	(763	)	$	(14,033	)	$	(1,875	)
Foreign currency transaction adjustment		(220	)		-			(447	)		(4	)
Total comprehensive loss		(8,441	)		(763	)		(14,480	)		(1,879	)
Comprehensive loss attributable to noncontrolling interest		966			-			1,555			-
Comprehensive loss attributable to Midas Medici Group Holdings, Inc. and Subsidiaries	$	(7,475	)	$	(763	)	$	(12,925	)	$	(1,879	)

Loss per share:
Loss per common share - basic and diluted	$	(0.71	)	$	(0.10	)	$	(1.27	)	$	(0.28	)
Weighted average number of common shares outstanding - basic and diluted		10,522,915			7,767,290			10,216,788			6,738,897

See the accompanying notes to unaudited condensed consolidated financial statements

Table of Contents

~~MIDAS~~Midas ~~MEDICI~~Medici ~~GROUP~~Group ~~HOLDINGS~~Holdings, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARIES~~Subsidiaries

Condensed Consolidated Statement of Stockholders' ’ Equity (Deficit)

For ~~The~~the ~~Three~~Six Months Ended ~~March~~June 3130, 2012

(In thousands, except share and per share amounts)

										Accumulated
										Other			Total
	Common Stock				Additional		Accumulated			Comprehensive			Stockholders'
	Shares		Amount		Paid-in Capital		Deficit			Loss			Equity (Deficit)
Balance at January 1, 2012		9,894,374	$	10	$	30,888	$	(23,784	)	$	(3,249	)	$	3,865
Stock issued in connection with a private placement		311,000		-		700		-			-			700
Stock issued in connection with Board of Directors compensation		72,858		-		153		-			-			153
Stock issued in connection with consulting services		4,300		-		8		-			-			8
Net loss attributable to Midas Medici Group Holdings, Inc. and Subsidiaries		-		-		-		(5,223	)		-			(5,223	)
Foreign currency translation adjustment		-		-		-		-			(227	)		(227	)
Balance at March 31, 2012		10,282,532	$	10	$	31,749	$	(29,007	)	$	(3,476	)	$	(724	)

Unaudited

See accompanying notes to unaudited condensed consolidated financial statements

	Common Stock				Additional Paid-in		Accumulated			Accumulated Other Comprehensive			Total Stockholder’s Equity
	Shares		Amount		Capital		Deficit			Loss			(Deficit)

Balance at January 1, 2012		9,894,374	$	10	$	30,888	$	(23,784	)	$	(3,249	)	$	3,865

Stock issued in connection with a private placement at $2.25 per share		311,000		-		700		-			-			700
Stock issued in connection with Board of Directors compensation		72,858		-		153		-			-			153
Stock issued in connection with consulting services		14,300		-		28		-			-			28
Stock-based compensation in connection with options		-		-		450		-			-			450
Stock issued in settlement of notes payable - related party		682,737		1		1,024								1,025
Foreign currency translation adjustment											(447	)		(447	)
Net loss attributable to Midas Medici Group Holdings, Inc. and Subsidiaries								(12,478	)					(12,478	)
Balance at June 30, 2012		10,975,269	$	11	$	33,243	$	(36,262	)	$	(3,696	)	$	(6,704	)

See the accompanying notes to unaudited condensed consolidated financial statements

Table of Contents

~~MIDAS~~Midas ~~MEDICI~~Medici ~~GROUP~~Group ~~HOLDINGS~~Holdings, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARIES~~Subsidiaries

Condensed Consolidated Statements of Cash ~~Flow~~Flows

For The Three Months Ended March 31, 2012

(In thousands)

	Three Months Ended March 31,
	Six Months Ended June 30
	2012			2011
	(Unaudited)			(Unaudited)
Operating activities:
Cash Flows From Operating Activities:
Consolidated net loss	$	(514,~~812~~033	)	$	(1,~~112~~875	)
Adjustments to reconcile consolidated net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		12,~~036~~382			~~725~~1,555
Amortization of debt discount		~~222~~748			-
Stock issued in connection with consulting services		8			-
Non-cash interest		752			(4	)
Stock issued in connection with board of directors compensation		153			22
Stock issued in connection with consulting services		28			-
Gain on change in fair value of purchase price contingency		1,933			-
Stock-based compensation		403			44
Foreign currency transaction gain		(27	)		-
Loss on change in fair value of purchase price contingency		2,270			-
Deferred income taxes		-			(800	)
Gain on sale of fixed assets		(152	)		-
Foreign currency transaction loss		137			-
Deferred income taxes		-			(1,275	)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable		312,~~322~~335			34,~~062~~877
Inventories		~~(377~~665	)		-
Recoverable taxes		(~~427~~892	)		-
Deferred support costs		3,~~998~~858			-
Prepaid expenses and other current assets		(~~380~~4,044	)		~~460~~1,566
Other assets		(1219	)		-
Accounts payable		~~278~~4,972			(43,~~206~~587	)
Accrued liabilities		(~~886~~1,777	)		(671,487	)
Deferred revenue		(311,309	)		(~~737~~2,508	)
Income taxes payables		(227	)		(217	)
Income taxes payable		1,415			(994	)
Net cash provided by (used in) operating activities		27,~~771~~739			(23,~~870~~688	)
Investing activities:
Cash Flows From Investing activities:
Payments on deferred purchase price		(1,148)	)		-
Capital expenditures		(~~266~~518)	)		(2370	)
Cash received from business acquisitions		-			9
Proceeds from sale of fixed assets		152			-
Net cash used in investing activities		(1,414	)		(14	)
Cash received from business acquisitions		-			16
Financing activities:
Net cash used in investing activities		(1,514	)		(54	)
Payments on capital leases		(1,555	)		-
Cash Flows From Financing activities:
Proceeds from debt		1,834			77
Payments on capital leases		(2,172	)		-
Repayments on debt		(2,622	)		(59	)
Proceeds from debt		2,537			-
Cash proceeds from sale of common stock		700			-
Repayments on debt		(7,368	)		(436	)
Net cash provided by (used in) financing activities		(1,643	)		18
Proceeds from sale of common stock		700			8
Effect of exchange rate changes on cash		206			-
Net cash used in financing activities		(6,303	)		(428	)
Net decrease in cash and cash equivalents		(80	)		(2,866	)
Effect of exchange rate changes on cash		(43	)		(9	)
Net decrease in cash and cash equivalents		(121	)		(4,179	)
Cash and cash equivalents at beginning of period		1,461			5,030
Cash and cash equivalents at end of period	$	1,~~381~~340		$	~~2,164~~851
Supplemental disclosure of cash flow information:
Interest paid	$	12,~~294~~860		$	~~119~~290
Income taxes paid	$	~~138~~144		$	~~875~~1,011
Noncash transactions:
Non-cash Investing and Financing Activities:
Equipment acquired under capital leases	$	124		$	-
Stock issued in settlement of notes payable - related party	$	1,025		$	-
Notes payable issued in settlement of trade payables	$	4,551		$	-
Stock-based compensation in settlement of accrued expenses	$	200			-

See the accompanying notes to unaudited condensed consolidated financial statements

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MIDAS MEDICI GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands)

NOTE 1 – BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

General

The accompanying unaudited condensed consolidated financial statements of Midas Medici Group Holdings, Inc. formerly Mondo Acquisition I, Inc., and its wholly owned subsidiaries Consonus Technologies, Inc. (“Consonus”), Strategic Technologies, Inc. (“STI”), UtiliPoint International, Inc. (“UTP”), UtiliPoint Analytics, Inc. (“UTPA”), formerly known as WeatherWise Holdings, Inc. (“WUI”) and its majority-owned subsidiaries Cimcorp Comйrcio Internacional e Informбtica S.A., (“Cimcorp SA”), Cimcorp USA, LLC, (“Cimcorp USA”) and Intelligent Project, LLC (“IP”) (collectively “Midas Medici” and the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The December 31, 2011 condensed consolidated balance sheet has been derived from the audited consolidated financial statements included in the Company’s Form 10-K filed with the SEC on April 16, 2012. All intercompany transactions and balances have been eliminated in consolidation.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. However, the results from operations for the ~~three~~six month ~~periods~~period ended ~~March~~June 3130, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. The unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2011 consolidated financial statements and footnotes thereto included in the Company's Form 10-K filed with the SEC on April 16, 2012.

Description of Business

Midas Medici is a global green Information Technology (“IT”) company that supplies mid-sized and select enterprises and institutions with leading-edge IT solutions in the fields of virtualization, cloud computing, infrastructure as a service and data management, as well as working with utilities and other institutions to transform the electric grid through digital technologies. Midas serves its client base of over 900 customers through its Consonus, Cimcorp SA, a Brazilian Sociedade Anonima , UTP, and UTPA brands. WeThe Company currently ~~have~~has one reportable segment given the similarities of the economic characteristics among our product offerings.

Liquidity

The Company’s unaudited condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business.

~~Our~~Company’s accumulated deficit at ~~March~~June 3130, 2012 was $2936,~~007~~262 and weit has incurred a consolidated net loss of $514,~~812~~033 for the ~~three~~six months ended ~~March~~June 3130, 2012. On ~~March~~June ~~31,~~30 2012, wethe Company had a working capital deficit of $4047,~~873~~789.

~~During the first quarter of 2012, the Company continued to grow driven by its acquisitive strategy and increased top line growth while improving operating margins.~~ The Company’s ~~first~~six ~~quarter~~months ofended June 30, 2012 top line revenue grew ~~177~~128.05% from the ~~first~~six ~~quarter~~months ofended June 30, 2011 period due to the acquisition of the Brazilian operations. In May 2012, the Company listed on the OTCQX U.S in New York, which management believes will broaden the Company’s options to raise capital.

~~Our~~The Company’s working capital deficit of $4047,~~873~~789 is primarily comprised of the following accounts that impact cash flow for the remainder of 2012; current maturities of long term debt of $15,~~927~~466 of which $74,~~696~~ 970 relates to revolving credit facilities and ~~our~~ mortgage note of $1,~~964~~950 already extended through March 2013, $84,~~188~~734 of deferred purchase price contingency consideration and $3,535 in deferred purchase price consideration, which the Company believes will be extended in the event it is unable to pay as ~~they~~it ~~become~~becomes due, and $4,552 relating to notes payable to vendors, accounts ~~payables~~payable, accounts ~~receivables~~receivable and accrued other liabilities. As of June 30, 2012, the Company has a total stockholder’s deficit of $6,704.

The cash flow provided by operations of $27,~~771~~ 739 during the ~~first~~six ~~quarter~~months ofended June 30, 2012 was achieved primarily through collection of accounts ~~receivables~~receivable.

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MIDAS MEDICI GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands)

NOTE 1 – BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS (~~Concluded~~Continued)

During ~~the first quarter of~~ 2012, we took several initiatives which strengthened the Company’s ability to manage its liquidity position and will continue to do so throughout 2012:

●· As a result of our recent acquisition of Cimcorp and the relationship Cimcorp maintains with several large financial institutions that have historically and currently provided financing, we believe that the Company has the opportunity to obtain additional working capital lines based on ~~its~~ new receivables it creates. In March 2012, the Company procured a new accounts receivable based working capital line for $1,207 from one of those ~~relationship~~ banks.

●· In April 2012, the Company entered into a revolving credit facility and promissory note with Knox Lawrence International, LLC and Quotidian, LLC of $2,000 upon which the Company can draw down to support its working capital needs.

●· In May 2012, the Company procured a new accounts ~~receivables~~receivable based working capital line for $1,646 from one of the Company’s Brazilian ~~relationship~~ banks.

~~The~~· ~~Company~~In ~~expects~~May ~~available~~2012, ~~borrowings under~~ the ~~existing~~Company ~~financing~~secured ~~arrangements,~~a ~~additional~~facility ~~financing~~agreement ~~arrangements~~with ~~entered~~Cisco ~~into~~in ~~subsequent~~the toamount ~~March~~of 31$1,100 ~~2012~~guaranteed ~~and~~by ~~cash flows from operations to generate sufficient liquidity to meet the Company~~Cimcorp’s ~~cash~~endorsed ~~flow~~invoices ~~requirements~~paid ~~through March 31, 2013. Management plans~~ to ~~maintain~~a ~~all lines of credit~~supplier.

A· ~~significant~~In ~~reduction~~June in2012, ~~operating~~the ~~cash~~Company ~~flows~~secured ~~resulting~~a ~~from~~working ~~changes~~capital inloan ~~economic~~from ~~conditions,~~a ~~increased~~bank ~~competition~~in orthe ~~other~~amount ~~events~~of ~~beyond~~$750. ~~the~~The Company’s ~~control~~also ~~could~~entered ~~have~~into aanother ~~material~~secured ~~adverse~~working ~~effect~~capital onloan ~~the~~from ~~cash flows of~~ the ~~business~~same ~~and~~bank ~~liquidity~~through ofdiscounted ~~the~~trade ~~Company. If~~receivables ~~this~~in ~~were to happen,~~ the ~~Company~~amount ~~would~~of ~~further reduce costs or seek additional funding~~$687.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. If the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company may need to liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures.

The Company’s unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. These unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.

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MIDAS MEDICI GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands)

NOTE 2 – BUSINESS COMBINATIONS

Acquisition of Cimcorp, Inc.

On August 2, 2011, Midas Medici completed the acquisition of an 80% interest in Cimcorp, Inc. (“Cimcorp”).

Operating in Brazil since 1988, Cimcorp is primarily a Brazilian systems integrator that provides and manages information technology infrastructure solutions to private and government entities. Cimcorp helps its customers to plan, build, support and manage their IT infrastructure, including performance management, business continuity and disaster recovery planning, outsourcing and infrastructure as a service.

At the closing, the Company provided consideration of Seventeen Million Brazilian Reais ($10,987 USD), Eight Million Brazilian Reais ($5,150 USD) of which was paid in cash, Nine Million Reais (net present value $5,395 USD) in cash payable January 27, 2012, Nine Million Brazilian Reais (net present value $2,244 USD) in shares of common stock of the Company equal to 1,297,022 shares of common stock of the Company and a purchase price contingency of $3,593. The 1,297,022 common shares include certain price protection features for the benefit of the former controlling shareholders (“Shareholders”). The SPA provides that during the 75-day period (the “Sale Period”) after the 6-month anniversary of the initial closing, if the Shareholders desire to sell the common shares and do not receive at least $4.50 per share, the Shareholders shall have the right to receive from the Company the difference between the price they received per share and $4.50. In the event the Shareholders cannot sell the shares during the Sale Period for at least $2.01 per share or are unable to sell their shares due to the Company’s failure to file its reports with the Securities and Exchange Commission, then the Shareholders shall be entitled to receive from the Company $4.50 per share in exchange for their shares. The Shareholders are prohibited from selling the shares for $2.00 per share or less. The fair value of this purchase price contingency amounting to $3,593 at the date of acquisition is remeasured each reporting period until the liability is settled. During the ~~three~~six months ended ~~March~~June 3130, 2012, the Company recognized a loss on the change in fair value of the purchase price contingency of $12,~~933~~270. The Company granted the Shareholders piggyback registration rights with respect to the shares.

Pursuant to the terms of the stock purchase agreement (the “SPA”), the Company was to purchase on January 24, 2012 (but no later than January 27, 2012) an additional 20% of the shares of Cimcorp (“Tranche A”) for a purchase price of Nine Million Brazilian Reais ($5,817 USD), which purchase price is subject to certain adjustments to the Brazil CPI index provided, however, such adjustment are capped at 7%. As a result of this provision, at closing date of August 2, 2011, the Company recorded a liability of $4,497 (net present value at a 15% discount rate) for the obligation to purchase the Tranche A shares of Cimcorp and effectively held an 80% interest in Cimcorp as of the acquisition date. As of June 30, 2012, the Company recorded a liability of $3,535 for the obligation to purchase the Tranche A shares. In February 2012, the Company paid Two Million Brazilian Reais ($1,146 USD) towards the purchase of the Tranche A shares, with the remaining amounts due at the closing of the sale of the Tranche A shares. The Seller and minority shareholders’ of Cimcorp have the right to elect to have the Company purchase the remaining 20% of the shares of Cimcorp (the “Tranche B”) 30 days after the 24 month anniversary of the initial closing. The SPA provides that in the event the Company undergoes a Change in Control, as defined, or transfers more than 50% of the shares of Cayman Co. the purchase of Tranches A and B shall be accelerated. In March 2012, the Company entered into an amendment to the SPA which amended the purchase price of the Tranche A shares to Brazilian Reais 7,000,000 from Brazilian Reais 9,000,000, which is the Brazilian Reais 11,000,000 purchase price of the Tranche A shares less Brazilian Reais 2,000,000 of total net debt, as defined in the stock purchase agreement, less Brazilian Reais 2,000,000, which has been previously paid by the Company. In addition, the amendment extended the closing date for the Tranche A shares from January 2012 to July 2012. The amendment also provides for the payment of any interest in arrears on the Tranche A shares on a monthly basis on the last day of the month in which the interest has accrued. The amendment also provides that the purchase price of the Tranche A shares shall be adjusted solely to reflect the payment of an interest in the 3% arrears fine over the outstanding value of the Tranche A shares adjusted price to be paid until the last day of the months of February, March, April, May and June 2012.

In July 2012, the Company entered into a third amendment to the SPA which amends the Sales Period as defined in the SPA to be the period commencing December 3, 2012 through January 31, 2013, the date all obligations of the Company are fulfilled with respect to the shares issued under the SPA as part of the purchase price. The third amendment also provides that the payment of the first installment of the Tranche A Shares Adjusted Price shall be paid by the Company on October 1, 2012 and the second installment of the Tranche A Shares Adjusted Price shall be paid by the Company on December 1, 2012, subject to adjustment based upon the IPCA index as provided in the SPA, as amended. The third amendment also provides for the payment of the unpaid interest accrued from February 2012 through June 2012 upon execution of the third Amendment. The Company has paid $400. In addition, the Company undertook to use its best efforts to release the shareholders from any obligations relating to the Total Debt as set forth on Schedule 1.1(d) of the SPA.

The Seller’s right to have the Company purchase the remaining 20% of the shares of Cimcorp resulted in recognition of a redeemable non-controlling interest in Cimcorp on the date of acquisition.

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MIDAS MEDICI GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands)

NOTE 2 – BUSINESS COMBINATIONS (Continued)

Pursuant to the terms of the stock purchase agreement, the Company was to purchase on January 24, 2012 (but no later than January 27, 2012) an additional 20% of the shares of Cimcorp (“Tranche A”) for a purchase price of Nine Million Brazilian Reais ($5,817 USD), which purchase price is subject to certain adjustments to the Brazil CPI index provided, however, such adjustment are capped at 7%. As a result of this provision, at closing date of August 2, 2011, the Company recorded a liability of $4,497 (net present value at a 15% discount rate) for the obligation to purchase the Tranche A shares of Cimcorp and effectively held an 80% interest in Cimcorp as of the acquisition date. As of March 31, 2012, the Company recorded a liability of $3,791 for the obligation to purchase the Tranche A shares. In February 2012, the Company paid Two Million Brazilian Reais ($1,146 USD) towards the purchase of the Tranche A shares, with the remaining amounts due at the closing of the sale of the Tranche A shares. The Seller and minority shareholders’ of Cimcorp have the right to elect to have the Company purchase the remaining 20% of the shares of Cimcorp (the “Tranche B”) 30 days after the 24 month anniversary of the initial closing. The SPA provides that in the event the Company undergoes a Change in Control, as defined, or transfers more than 50% of the shares of Cayman Co. the purchase of Tranches A and B shall be accelerated. In March 2012, the Company entered into an amendment to the stock purchase agreement which amended the purchase price of the Tranche A shares to Brazilian Reais$7,000,000 from Brazilian Reais$9,000,000, which is the Brazilian Reais$11,000,000 purchase price of the Tranche A shares less Brazilian Reais$2,000,000 of total net debt, as defined in the stock purchase agreement, less Brazilian Reais$2,000,000, which has been previously paid by the Company. In addition, the amendment extended the closing date for the Tranche A shares from January 2012 to July 2012. The amendment also provides for the payment of any interest in arrears on the Tranche A shares on a monthly basis on the last day of the month in which the interest has accrued. The amendment also provides that the purchase price of the Tranche A shares shall be adjusted solely to reflect the payment of an interest in the 3% arrears fine over the outstanding value of the Tranche A shares adjusted price to be paid until the last day of the months of February, March, April, May and June 2012.

The Seller’s right to have the Company purchase the remaining 20% of the shares of Cimcorp resulted in recognition of a redeemable noncontrolling interest in Cimcorp on the date of acquisition.

The Company has accounted for these acquisitions under the acquisition method of accounting. Under the acquisition method of accounting, the total purchase price is allocated to the net tangible and intangible assets acquired and liabilities assumed in connection with the acquisition based on their estimated fair values. The allocation of the purchase price was based upon management’s valuation of the fair value of tangible and intangible assets acquired and liabilities assumed.

The financial statements and related footnote disclosures presented for the period prior to the acquisition of a majority interest in Cimcorp, Inc. are those of Midas Medici excluding Cimcorp SA and Cimcorp USA (“Midas”).

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. The total acquisition price of $16,382 has been allocated as follows (in thousands):

Cash and cash equivalents	$	436
Accounts receivable		9,845
Lease payment receivable		24,827
Taxes recoverable		8,514
Customer relationships		6,497
Customer contracts		1,303
Goodwill		18,852
Fixed assets		788
Other assets		4,443
Accounts payable		(8,723	)
Debt and capital leases		(31,959	)
Other liabilities		(14,141	)
Total		20,682
Redeemable noncontrolling interest		(4,300	)
Purchase price	$	16,382

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MIDAS MEDICI GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands)

NOTE 2 – BUSINESS COMBINATIONS (Continued)

The purchase includes the acquisition of gross accounts receivable (excluding lease payments receivables) totaling $11,463. The Company estimates that $1,618 of these receivables will not be collected. Therefore, the receivables are recorded at the estimated fair value of $9,845.

Other assets of $4,443 acquired that are recorded at the estimated fair values include deferred costs of $1,964, prepaid expenses and other current assets of $1,965 and deposits of $514. Other liabilities of $14,141 acquired that are recorded at the estimated fair values include accrued liabilities of $3,172, deferred revenue of $1,067, other long-term liabilities of $7,618 and taxes payable of $2,284.

In order to allocate the purchase price of Cimcorp, the Company makes estimates and judgments in determining the fair value of the acquired assets and liabilities based on independent appraisal reports as well as its experience with similar assets and liabilities in similar industries. We determine these values using our estimates or by relying in part upon third-party appraisals conducted by independent appraisal firms. The Company used a discounted cash flow model to determine the value of the intangible assets and to allocate the excess purchase price to the intangible assets and goodwill as appropriate.

Goodwill recognized from the transaction mainly represented the expected operational and strategic synergies upon the acquisition and intangibles not qualifying for separate recognition. The Company does not expect the goodwill to be deductible for tax purposes.

The total acquisition price of $16,382 consists of the following:

Cash	$	5,150
Common stock		2,244
Deferred purchase price		5,395
Purchase price contingency		3,593
Total purchase price	$	16,382

Below is a rollforward of the redeemable noncontrolling interest:

Redeemable noncontrolling interests at January 1, 2012	$	2,267
Loss attributable to redeemable noncontrolling interests		(589	)
Foreign currency transaction gain		(71	)
Amortization discount		33
Redeemable noncontrolling interests at March 31, 2012	$	1,640

Below is a rollforward of the deferred purchase price:

Deferred purchase price at January 1, 2012	$	4,791
Payment		(1,148	)
Amortization discount		41
Foreign currency translation gain		107
Deferred purchase price at March 31, 2012	$	3,791

Pro forma Results

The following table sets forth the unaudited pro forma results of the Company as if the reverse acquisition with Consonus Technologies, Inc., and acquisitions of Weatherwise Holdings, Inc., and Cimcorp, Inc. had taken place on the first day of the period presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined.

	Three Months Ended March 31, 2011
Total revenues	$	34,478
Net income attributable to Midas Medici Group Holdings, Inc.	$	964
Basic and diluted net income per common share	$	0.17
Weighted average shares — basic and diluted		5,699,078

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MIDAS MEDICI GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands)

NOTE 3 2 – ~~LEASE~~BUSINESS ~~PAYMENTS~~COMBINATIONS ~~RECEIVABLE~~(Continued)

~~Lease~~Below ~~payments~~is ~~receivable~~a ~~result~~rollforward ~~from~~of ~~sales-type leases that are discounted to their present values at~~ the ~~prevailing~~redeemable ~~market rates. As of March 31, 2012 and December 31, 2011, amounts receivable under sales~~non-~~type~~controlling ~~leases consisted of~~interest:

	March 31,			December 31,
Redeemable non-controlling interests at January 1, 2012	$	2,267
Lease Payments Receivable Under Capital Leases	2012			2011
Loss attributable to redeemable non-controlling interests		(1,555	)
	(unaudited)
Foreign currency transaction loss		(456	)
2012	$	1,960		$	2,521
Amortization discount		163
2013		2,017			1,476
Redeemable non-controlling interests at June 30, 2012	$	419
2014		392			358
Total lease payments receivable under sales-type leases		4,369			4,355
Less amount representing interest		(566	)		(601	)
Net lease payments receivable under sales-type leases		3,803			3,754
Less current portion of lease payments receivable under sales-type leases		(2,071	)		(2,091	)
Long-term lease payments receivable under sales-type leases	$	1,732		$	1,663

InBelow ~~addition~~is ~~to the leases above, in 2010, the Company entered into~~ a ~~similar~~rollforward sales-lease type arrangement with Westcon Brasil Ltda. (“Westcon”), a third-party that specializes in buying and selling IT equipment and solutions. This specific arrangement was completed as part of athe ~~lease~~deferred ~~contract~~purchase with CidadeAdministrativa de Minas Gerais - CAMG (Administrative City of Minas Gerais, one of Brazil’s 26 states). As of March 31, 2012, lease payments receivable under Westcon sales-type lease consisted ofprice:

		March 31,			December 31,
Deferred purchase price at January 1, 2012	$	4,791
Lease Payments Receivable Under Westcon Capital Leases		2012			2011
Payment		(1,148	)
		(unaudited)
Amortization discount		41
2012	$	5,460		$	6,355
Interest		77
2013		7,224			6,355
Foreign currency transaction loss		(226	)
2014		7,126			6,355
Deferred purchase price at June 30, 2012	$	3,535
2015		5			3
Total lease payments receivable under Westcon sales-type leases		19,815			19,068
Less amount representing interest		(4,318	)		(4,493	)
Net lease payments receivable under Westcon sales-type leases		15,497			14,575
Less current portion of lease payments receivable under Westcon sales-type leases		(4,849	)		(4,000	)
Long-term lease payments receivable under Westcon sales-type leases	$	10,648			10,575

Cimcorp’s operations are principally located in Brazil. Accordingly, we have disclosed in Note 14 – Segment Information which includes the revenues and earnings from the Brazil operations since the date of the acquisition.

Pro forma Results

	Three Months Ended			Six Months Ended
	June 30, 2011			June 30, 2011
Total Revenues	$	32,812		$	67,290
Net Loss	$	(2,951	)	$	(5,687	)
Basic and diluted net (loss) per common share	$	(0.32	)	$	(0.63	)
Weighted average shares – basic and diluted		9,110,551			8,969,645

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MIDAS MEDICI GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands)

NOTE 43 – ~~GOODWILL~~LEASE ~~AND~~PAYMENTS ~~OTHER INTANGIBLE ASSETS~~ RECEIVABLE

AtLease ~~March~~payments ~~31,~~receivable ~~2012,~~result ~~the~~from ~~gross~~sales-type ~~carrying~~leases ~~amount~~that ~~and~~are ~~accumulated~~discounted ~~amortization~~to their present values at the prevailing market rates. As of ~~intangible~~June ~~assets~~30, ~~subject~~2012 toand ~~amortization~~December ~~are~~31, as2011, ~~follows (unaudited)~~amounts receivable under sales-type leases consisted of:

	Gross Assets			Accumulated Amortization			Net
	June 30,			December 31,
Customer relationships	$	22,167		$	(10,627	)	$	11,540
Lease Payments Receivable Under Capital Leases	2012			2011
Customer backlog		1,111			(284	)		827
	(unaudited)
Developed technology		2,000			(2,000	)		-
2012	$	1,498		$	2,521
Content and databases		1,316			(263	)		1,053
2013		2,533			1,476
Trade names		529			(106	)		423
2014		1,497			358
Trademark		25			-			25
2015		960			-
Total	$	27,148		$	(13,280	)	$	13,868
2016		322			-
Total lease payments receivable under sales-type leases		6,810			4,355
Less amount representing interest		(1,345	)		(601	)
Net lease payments receivable under sales-type leases		5,465			3,754
Less current portion of lease payments receivable under sales-type leases		(2,192	)		(2,091	)
Long-term lease payments receivable under sales-type leases	$	3,273		$	1,663

AtIn ~~December~~addition 31to the leases above, ~~2011~~in 2010, the ~~gross~~Company ~~carrying~~entered ~~amount~~into a similar sales-lease type arrangement with Westcon Brasil Ltda. (“Westcon”), a third-party that specializes in buying and ~~accumulated~~selling ~~amortization~~IT ofequipment ~~intangible~~and ~~assets~~solutions. This ~~subject~~specific toarrangement ~~amortization~~was ~~are~~completed as ~~follows~~part of a lease contract with Cidade Administrativa de Minas Gerais - CAMG (Administrative City of Minas Gerais, one of Brazil’s 26 states). As of June 30, 2012, lease payments receivable under Westcon sales-type lease consisted of:

	Gross Assets			Accumulated Amortization			Net
Lease Payments Receivable Under Westcon Capital Leases	June 30, 2012			December 31, 2011
Customer relationships	$	22,046		$	(9,993	)	$	12,053
	(unaudited)
Customer backlog		1,086			(108	)		978
2012	$	3,322		$	6,355
Developed technology		2,000			(2,000	)		-
2013		6,572			6,355
Content and databases		1,316			(203	)		1,113
2014		6,215			6,355
Trademark		25			-			25
2015		5			3
Trade names		529			(79	)		450
Total lease payments receivable under Westcon sales-type leases		16,114			19,068
Total	$	27,002		$	(12,383	)	$	14,619
Less amount representing interest		(3,210	)		(4,493	)
Net lease payments receivable under Westcon sales-type leases		12,904			14,575
Less current portion of lease payments receivable under Westcon sales-type leases		(4,392	)		(4,000	)
Long-term lease payments receivable under Westcon sales-type leases	$	8,512		$	10,575

~~Amortization~~ Allowance ~~expense~~ for ~~the~~credit ~~three~~losses ~~months~~on ~~ended~~lease ~~March 31, 2012 and 2011 amounted to approximately $897 and $600, respectively.~~receivables

The Company’s allowance for credit losses is based on management’s assessment of the collectability of customer accounts. A considerable amount of judgment is required in order to make this assessment including a detailed analysis of the aging of the lease receivables and the current credit worthiness of the Company’s customers and an analysis of historical bad debts and other adjustments. If there is a deterioration of a major customer’s credit worthiness or actual defaults are higher than historical experience, the estimate of the recoverability of amounts due could be adversely affected. The Company reviews in detail the allowance for doubtful accounts on a quarterly basis and adjusts the allowance estimate to reflect actual performance and any changes in future performance expectations. The Company believes that there is no impairment of the receivables for the sales-type leases. Consequently, there are no allowances for credit losses against the sales-lease receivable balances in the six months ended June 30, 2012 and the year ended December 31, 2011.

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MIDAS MEDICI GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands)

NOTE 4 – GOODWILL AND OTHER INTANGIBLE ASSETS

~~The~~At ~~changes~~June in30, 2012, the gross carrying amount ofand ~~goodwill~~accumulated ~~for~~amortization ~~the~~of ~~three~~intangible ~~months~~assets ~~ended~~subject ~~March~~to ~~31,~~amortization ~~2012~~are ~~were~~ as follows (unaudited):

	Total
	Gross Assets		Accumulated Amortization			Net
Balance, December 31, 2011	$	25,839
Customer relationships	$	21,651	$	(11,267	)	$	10,384
Acquisitions		-
Customer backlog		1,002		(380	)		622
Foreign currency translation		355
Developed technology		2,000		(2,000	)		-
Balance, March 31, 2012	$	26,194
Content and databases		1,316		(329	)		987
Trade names		529		(132	)		397
Trademark		25		-			25
Total	$	26,523	$	(14,108	)	$	12,415

~~The~~At ~~estimated~~December ~~fair value of our goodwill could change if the Company is unable to achieve operating results at the levels that have been forecasted~~31, ~~the market valuation of our business decreases based on transactions involving similar companies~~2011, ~~or there is a permanent, negative change in~~ the ~~market~~gross ~~demand~~carrying ~~for~~amount ~~the~~and ~~services~~accumulated ~~offered~~amortization ~~by the Company. These changes could result in an impairment~~ of ~~the~~intangible ~~existing~~assets ~~goodwill~~subject ~~balance that could require a material non-cash charge~~ to ~~our~~amortization ~~results~~are ofas ~~operations.~~ follows:

	Gross Assets		Accumulated Amortization			Net
Customer relationships	$	22,046	$	(9,993	)	$	12,053
Customer backlog		1,086		(108	)		978
Developed technology		2,000		(2,000	)		-
Content and databases		1,316		(203	)		1,113
Trademark		25		-			25
Trade names		529		(79	)		450
Total	$	27,002	$	(12,383	)	$	14,619

Amortization expenses for the three months ended June 30, 2012 and 2011 amounted to approximately $1,363 and $718, respectively, and for the six months ended June 30, 2012 and 2011 amounted to approximately $2,260 and $1,330, respectively.

The changes in the carrying amount of goodwill for the six months ended June 30, 2012 were as follows:

	Total
Balance, December 31, 2011	$	25,839
Foreign currency translation loss		(1,224	)
Balance, June 30, 2012	$	24,615

The estimated fair value of goodwill could change if the Company is unable to achieve operating results at the levels that have been forecasted, the market valuation of our business decreases based on transactions involving similar companies, or there is a permanent, negative change in the market demand for the services offered by the Company. These changes could result in an impairment of the existing goodwill balance that could require a material non-cash charge to our results of operations.

NOTE 5 – ACCRUED LIABILITIES

Accrued liabilities consisted of:

	March 31, 2012		December 31, 2011
	June 30, 2012		December 31, 2011
	(unaudited)
Accrued expenses	$	12,~~776~~624	$	2,220
Accrued commission expenses		~~296~~134		1,246
Accrued interest		~~756~~677		574
Other taxes payable		~~233~~286		180
Customer prepayments		~~565~~252		510
Accrued payroll expenses		2,~~189~~271		1,969
Sales tax payable		2,~~311~~392		2,493
Related parties payable		-		249
Other		2,~~518~~020		1,898
Income taxes payable		1,~~237~~598		1,232
Total	$	1112,~~881~~254	$	12,571

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MIDAS MEDICI GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands)

NOTE 6 – LONG – TERM DEBT

Long-term debt consisted of ~~(in thousands)~~:

	March 31,			December 31,
	June 30,			December 31,
	2012			2011
	(unaudited)
Bank Mortgage Note Payable	$	1,~~964~~950		$	1,979
Porter Capital Commercial Financing Agreement		52,~~183~~525			5,898
Porter Capital Promissory Note		244			244
Certification Partners Promissory Note		-			210
Related Party Notes Payable		86			265
Subordinated Secured Promissory Notes		1,~~950~~108			1,950
Banco Itau Working Capital Loan		~~596~~-			1,148
Banco Safra Working Capital Loan		1,630			1,338
Banco Safra Working Capital Loans		2,062			1,338
Banco Votorantim Working Capital Loan		1,~~464~~140			1,615
Banco Bradesco Working Capital Loans		43,~~837~~968			4,882
Banco do Brasil Working Capital Loan		2,689			2,612
Banco do Brasil Working Capital Loans		2,425			2,612
Banco Parana Working Capital Loan		1,207			-
Cisco System Capital Corporation - facility agreement		854			-
Note Payable		~~279~~-			436
Revolving Line of Credit		549			533
Banco Itau Revolving Line of Credit		495			533
Other		78			4
Note Payable – suppliers		4,056			-
Subtotal – Principal		22,756			23,114
Other		3			4
Debt discount		(750	)		(890	)
Subtotal – Principal		20,916			23,114
		22,006			22,224
Debt discount		(346	)		(890	)
Less current maturities of long-term debt		(15,927	)		(15,745	)
		20,570			22,224
Total long-term debt	$	6,079		$	6,479
Less current maturities of long-term debt		(15,466	)		(15,745	)
Total long-term debt	$	5,104		$	6,479

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MIDAS MEDICI GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands)

NOTE 6 – LONG – TERM DEBT (Continued)

Bank Mortgage Note Payable

The note is payable in equal monthly installments of $24 with an interest rate at 8%. The bank mortgage note is collateralized by a first deed of trust on Consonus’s office building, assignment of all leases and a security interest in all fixtures and equipment. In March 2012, the bank provided a twelve month extension of the maturity date to March 2013. As of ~~March~~June 3130, 2012 and December 31, 2011, the balance outstanding for the bank mortgage note payable was $1,~~964~~950 and $1,979, respectively.

Porter Capital Commercial Financing Agreement

On July 29, 2011, the Company entered into a Commercial Financing Agreement (“CFA”) with Porter Capital Corporation (“Porter Capital”), whereby Porter Capital can purchase a maximum of $3,000 of the Company’s eligible accounts receivable. Under the CFA, Porter Capital typically advances to the Company 90% of the total amount of the accounts receivable factored. In December 2011, the agreement was amended to increase the maximum eligible accounts receivable Porter Capital can purchase from $3,000 to $5,000.

The CFA was deemed to be a recourse factoring facility since the Company is obligated to repurchase any accounts receivable from Porter Capital at the end of 90 days. Accordingly, the Company has accounted for the financing agreement as a secured borrowing arrangement and not a sale of financial assets.

The term of the CFA is for a period of two years, with automatic one-year extensions at the option of the Company and interest payable at the prime rate plus 2% on an annualized basis charged daily and due monthly. In connection with the CFA, the Company entered into a Security Agreement, pursuant to which the Company granted a security interest to Porter Capital in all its accounts receivable and, essentially, all of its other assets. In addition, the Company executed a Performance Covenant and Waiver, guaranteeing the performance by the Company of its obligations under the CFA.

As of ~~March~~June 3130, 2012 and December 31, 2011, the balance due (including an ~~overadvance~~over advance) on the CFA was $52,~~183~~525 and $5,898, respectively.

Porter Capital Promissory Note

Also, as part of the CFA with Porter Capital, the Company borrowed $244 from Porter Capital, which was represented by a one-year promissory note with interest accruing at prime plus 10.75%, but not to fall below 14%. Interest is payable on the first day of the month beginning September 1, 2011 with accrued interest and the unpaid balance due August 1, 2012. As security under the Promissory Note, the Company granted Porter Capital a first lien mortgage encumbering improved real property located in Pittsburgh, Pennsylvania.

As of ~~March~~June 3130, 2012 and December 31, 2011, the promissory note balance due was $244.

Certification Partners Promissory Note

On July 22, 2011, the Company entered into a promissory note payable for $400 with a rate of interest at 5%. The principal and accrued interest for the promissory note was due on December 19, 2011. As of ~~March~~June ~~31,~~30 2012, there was no balance due on the promissory note.

Subordinated Secured Promissory Notes

On July 29, 2011, the Company entered into a Securities Purchase Agreement for the sale of an aggregate of up to $4,500 in subordinated secured promissory notes (the “Notes”) and 1,500,000 shares of common stock of the Company. Each purchaser purchased 33,333 shares at $.01 per share for each $100~~,000~~ promissory note purchased. The fair value of the shares will be recorded as a debt discount and is being accreted using the effective interest method over the term of the promissory notes. Through December 31, 2011, the Company sold $1,950 of notes and 649,998 shares of the Company’s common stock.

The face amount of the promissory notes of approximately $1,950 was reduced by debt discount of $1,124, resulting in an initial carrying value of $826. The debt discount is amortized over the term of the promissory notes (24 months) using the effective interest method. The notes provide for payment of interest in the amount of 16% per annum with interest payable quarterly on July 31, October 31, January 31 and April 30 each year until the note is paid in full. The unpaid principal balance and all accrued but unpaid interest are due and payable on the earlier of (i) the consummation of a Company Equity Offering, as defined in the promissory notes, or (ii) on July 31, 2013.

On May 14, 2012, the Company entered into a Note Exchange Agreement with each of Knox Lawrence, Inc. (“KLI”) and Quotidian Capital, LLC (“Quotidian”) for the conversion of 60% of the outstanding balance, including accrued interest, of certain notes issued to KLI and Quotidian in August 2011, at a conversion price of $1.50. Pursuant of the subordinated secured promissory notes to the note exchange agreements with each of KLI and Quotidian, the Company issued 402,819 and 279,918 shares of its common stock to KLI and Quotidian, respectively. After giving effect to the conversion, effective May 1, 2012, the outstanding balance of the Notes held by KLI and Quotidian is approximately $403 and $280, respectively. Nana Baffour, CEO, and Johnson Kachidza, President, are managing principals of KLI and Quotidian.

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MIDAS MEDICI GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands)

NOTE 6 – LONG – TERM DEBT (Continued)

~~The~~Pursuant to the note exchange, the promissory notes of approximately $1,~~950~~108 are due as follows:

·• $~~1,525~~683 payable to ~~Knox Lawrence International, LLC (“~~KLI”) and Quotidian ~~Capital, LLC (“Quotidian”),~~ entities of which Nana Baffour, the Company’s CEO, and Johnson Kachidza, the Company’s CFO, are each managing principals. 508,333 shares of the Company’s common stock were issued per the agreement.

·• $125 payable to Fiducie Famille Alain Lambert with 41,666 shares of the Company’s common stock issued per the agreement.

·• $200 payable to Serge Beausoleil with 66,666 shares of the Company’s common stock issued per the agreement.

·• $100 payable to Claude Veillette with 33,333 shares of the Company’s common stock issued and per the agreement (66,666 shares of the Company’s common stock were issued in August 2011 and 33,333 were cancelled in December 2011).

As of ~~March~~June 3130, 2012 and December 31, 2011, the balance due on the promissory notes was $1,~~950.~~108 ~~During~~and ~~the three months ended March 31~~$1, ~~2012~~950, ~~the Company charged $140 to interest expense related to the amortization of the debt discount~~respectively.

Related Party Notes Payable

In accordance with the reverse merger acquisition on February 28, 2011, the Company assumed $1,288 unsecured notes payable and $243 accrued liabilities due to current and former shareholders of Midas Medici. On April 6, 2011, Midas Medici satisfied the outstanding balance of the notes payable and accrued liabilities through a $370 promissory note, a payment of $490 and issuance of 331,825 shares of the Company’s common stock. The note is payable to KLI, an entity of which Nana Baffour, the Company’s CEO, and Johnson Kachidza, the Company’s CFO, are each managing principals.

The note bears an interest at a rate of 6% with minimum payments of $10.5 and matures on April 15, 2014. As of ~~March~~June 3130, 2012 and December 31, 2011, the balance outstanding was $86 and $265, respectively.

Banco Itaú Working Capital Loan

On July 27, 2011, the Company’s subsidiary, Cimcorp, secured a working capital loan from Banco Itaú in the amount of US$ 1,866 (R$3,500) at an interest rate of 21.0% per annum. The loan iswas ~~payable~~paid in 10 installments ~~and~~ending ~~matures~~ in June 2012. ~~This loan is secured by Cimcorp’s accounts receivable. In the event of a default, the amount due shall bear delinquent interest of 12% per annum and a late payment surcharge.~~ As of ~~March 31, 2012 and~~ December 31, 2011, the balance due on the loan was $~~596 and $~~1,148~~, respectively~~. ~~The minimum payment is $187 per month.~~

Banco Safra Working Capital Loan

On June 21, 2011, the Company’s subsidiary, Cimcorp, secured a working capital loan from Banco Safra in the amount of US$1,529 (R$2,868) at an interest rate of 7.4% plus CDI (interbank deposit certificate – 11.6% at December 31, 2011) per annum and a maturity date of March 2012. In March 2012, the Company has renewed the term of the loan through September 2012. This agreement is guaranteed by the accounts receivable related to certain client contracts. In the event of a default, the amount due shall bear a delinquent interest of 12% per annum and a fine of 2%. As of ~~March~~June 3130, 2012 and December 31, 2011, the balance due on the loan was $1,~~630~~282 and $1,338, respectively. The minimum payment is $64 per month.

On June 4, 2012, the Company’s subsidiary, Cimcorp, secured a working capital loan from Banco Safra in the amount of US$750 (R$1,530) at a fixed interest rate of 1.35% and a maturity date of July 2012. As of June 30, 2012, the balance due on the loan was $87.

On June 21, 2012, the Company’s subsidiary, Cimcorp, secured a working capital loan from Banco Safra through discounted trade receivable in the amount of US$687 (R$1,400) at a fixed interest rate of 1.35% and a maturity date of August 2012. As of June 30, 2012, the balance due on the loan was $693. This agreement is guaranteed by 100% of the trade accounts receivable.

Banco Votorantim Working Capital Loan

On October 15, 2010, the Company secured a working capital loan from BancoVotorantim in the amount of US$2,132 (R$4,000) at an interest rate of 6.0% plus DI (interbank deposit – 11.6% at December 31, 2011) per annum and a maturity date of January 30, 2014. This loan is secured by Cimcorp’s accounts receivable. As of ~~March~~June 3130, 2012 and December 31, 2011, the balance due on the loan was $1,~~464~~140 and $1,615, respectively. The minimum payment is $65 per month.

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MIDAS MEDICI GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands)

NOTE 6 – LONG – TERM DEBT (Continued)

Banco Bradesco Working Capital Loans

On April 13, 2010, the Company secured a working capital loan from Banco Bradesco in the amount of US$207 (R$388) at an interest rate of 16.4% per annum and a maturity date of April 2014. This loan is secured by Cimcorp’s accounts receivable. As of ~~March~~June 3130, 2012 and December 31, 2011, the balance due on the loan was $~~124~~103 and $137, respectively. The minimum payment is $6 per month.

On December 29, 2010, the Company secured another working capital loan from Banco Bradesco in the amount of US$6,508 (R$ 12,000) at an interest rate of 6.8% plus CDI (interbank deposit certificate – 11.6% at December 31, 2011) per annum and a maturity date of November 28, 2014. This loan is also secured by Cimcorp’s accounts receivable. As of ~~March~~June 3130, 2012 and December 31, 2011, the balance due on the loan was $43,~~713~~865 and $4,745, respectively. The minimum payment is $136 per ~~month~~year.

Banco do Brasil Working Capital ~~Loan~~Loans

On September 9, 2011, the Company’s subsidiary, Cimcorp, secured a working capital loan from Banco do Brasil in the amount of US$1,813 (R$3,400) at an interest rate of 18.9% per annum maturing in August 2014. This loan is guaranteed by Cimcorp’s accounts receivable. As of ~~March~~June 3130, 2012 and December 31, 2011, the balance due on the loan was $1,~~866~~683 and $1,812, respectively. The minimum payment is $604 per ~~month~~year.

On January 25, 2010, the Company’s subsidiary Cimcorp secured a guaranteed account from Banco do Brasil in the amount of $800 (R$1,500) at an interest rate of 5.611% per annum and plus CDI (interbank deposit certificate - 11.6% at December 31, 2011) per annum and a maturity date of April 13, 2012 with automatic renewal for periods of 90 days. This guaranteed account is secured by guarantees from former shareholders. As of ~~March~~June 3130, 2012 and December 31, 2011, the balance due on the loan was $~~823~~742 and $800, respectively.

Banco Paraná Working Capital Loan

On March 29, 2012, the Company secured a working capital loan from Banco Paraná in the amount of US$1,207 (R$2,200) at an interest rate of 8.47% per annum and a maturity date of May 31, 2012. This loan is secured by Cimcorp’s accounts receivable. As of March 31, 2012, the balance due on the loan was $1,207.

Banco Itau Revolving Line of Credit

Cimcorp has the option of using an unsecured revolving line of credit linked to certain Banco Itaú bank accounts. As of ~~March~~June 3130, 2012 and December 31, 2011, the balance outstanding on the line of credit was $~~549~~495 and $533, respectively. The line of credit does not have a maturity date and has interest rate of 25.3% per annum.

Cisco System Capital Corporation - facility agreement

On May 15, 2012, the Company’s subsidiary, Cimcorp, secured a facility agreement with Cisco in the amount of $1,100 at a fixed interest rate of 4.2641% payable in quarterly installments of $89 through May 3, 2015. This facility is guaranteed by Cimcorp’s endorsed invoices paid to a supplier. As of June 30, 2012, the balance due on the loan was $854.

Note Payable

In accordance with the acquisition of Cimcorp, Inc., the Company assumed a note payable of $697(R$1,082) which is payable in four quarterly installments of R$271 with the first installment due on October 20, 2012. The note payable is unsecured and non-interest bearing. During the quarter ended June 30, 2012, the Company repaid the outstanding balance in the note of $279. As of ~~March~~June 3130, 2012 and December 31, 2011, the principal outstanding was $~~279~~ 0 (R$~~508~~0) and $436 (R$811), respectively.

Related Party Revolving Credit Facility

In April 2012, the Company entered into a revolving credit facility and promissory note with ~~Knox~~KLI ~~Lawrence International, LLC~~ and Quotidian, ~~LLC~~ of $2,000 upon which the Company can draw down to support its working capital needs. As of June 30, 2012 the balance outstanding on the credit facility was $0.

Notes payable - suppliers

In May 2012, the Company entered into short term notes with two suppliers in order to negotiate payment on trade payables totaling $4,551. The notes accrues interest at 1% per month and is payable in monthly installments of a minimum of $200 with maturity dates of October 30, 2012 and June 15, 2013. As of June 30, 2012 the balance outstanding is $4,056.

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MIDAS MEDICI GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands)

NOTE 7 – CAPITAL LEASES

Cimcorp enters into capital lease arrangements with financial institutions (Banco do Brasil, Bradesco, CIT, Safra and BancoItaú) for the acquisition of IT related equipment, which, in turn, is subleased to its customers. See Note 3 for sales-type lease payments receivable.

Future minimum payments under capital lease obligations in each of the years subsequent to ~~March~~June 3130, 2012 are as follows:

	Amount
Capital lease obligations:
2013	$	1,657
2012	$	-
2014		955
2013		1,894
2015		478
2014		523
2016		48
2015		296
Total minimum lease payments		32,~~138~~713
Less amount representing interest		(~~139~~250	)
Net minimum lease payments		2,~~999~~463
Less current portion of obligations under capital leases		(1,~~597~~422	)
Long-term obligations under capital leases	$	1,~~402~~041

NOTE 8 – INCOME TAXES

The income tax ~~benefit (~~expense) offor ~~($39)~~the three months and ~~$758~~six ~~were~~months ~~primarily~~ended ~~based~~June on30, ~~our~~2012 ~~estimated~~of ~~effective~~$37 and $76 and the income tax ~~rate~~benefit for the three months and six months ended ~~March~~June 3130, ~~2012~~2011 of $417 and ~~2011~~$1,175 ~~respectively.~~were primarily based on Company’s estimated effective tax rate. The tax provision for ~~March~~June 3130, 2012 was primarily based on ~~our~~ estimated annual effective tax rate adjusted for losses in separate jurisdictions for which no tax benefit can be recognized. The tax benefit for ~~March~~June 3130, 2011 was primarily driven off of the full year domestic forecasted loss. ~~Our~~The Company’s effective tax rate varies from the U.S. Federal statutory rate of 35% due to results of foreign operations that are subject to income taxes at different statutory rates and certain jurisdictions where wethe Company cannot recognize tax benefits on current losses.

The earliest tax year open to examination by U.S. Federal tax and major state tax jurisdictions is 2008. The statute of limitations for taxes in Brazil is five (5) years and the earliest tax year open to examination by Federal tax and major state tax jurisdictions in Brazil is 2005.

As of ~~March~~June 3130, 2012 and December 31, 2011, wethe Company had a liability for unrecognized tax benefits of $42 for state income tax matters and $~~998~~898 and $970, respectively, for international income tax matters, respectively. We expect that the amount of unrecognized tax benefit may change in the next year; however, it is not expected to have a significant impact on our results of operations, financial position or cash flows.

19The Company recognizes accrued interest in interest expense and penalties in selling, general, and administrative expenses. For the three and six months ended June 30, 2012 the Company recognized approximately $178 and $353, respectively, of interest and penalties.

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MIDAS MEDICI GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands)

NOTE 8 – INCOME TAXES (Continued)

The Company recognizes accrued interest in interest expense and penalties in selling, general, and administrative expenses. As of March 31, 2012 and December 31, 2011, the Company recognized approximately $0 and $22, respectively, of interest and penalties.

The earliest tax year open to examination by Federal tax and major state tax jurisdictions is 2008. The statute of limitations for taxes in Brazil is five (5) years and the earliest tax year open to examination by Federal tax and major state tax jurisdictions in Brazil is 2005.

United States income taxes have not been provided on basis differences in foreign subsidiaries because of our intention to reinvest these earnings indefinitely. The determination of unrecognized deferred U.S. tax liability for foreign subsidiaries is not practicable.

Recoverable taxes consisted of:

	March			December
	June 30, 2012			December 31, 2011
	31, 2012			31, 2011
	(unaudited)
Recoverable Federal taxes (1)	$	21,~~040~~704		$	1,994
Recoverable state tax - ICMS (2)		~~125~~39			161
Value-added taxes (3)		5,~~088~~266			4,476
Subtotal		7,253			6,631
Other		10			-
Current portion		(1,544	)		(1,500	)
Subtotal		7,019			6,631
Noncurrent portion included in other long-term liabilities	$	5,709		$	5,131
Current portion		(1,461	)		(1,500	)
(1) IRPJ: Brazilian Federal income tax on taxable net profits. CSLL: Social contribution on taxable net profits, created to finance social programs and funds. (2) ICMS: State tax on sales of goods and services. (3) Value-added taxes (PIS and COFINS) on goods and services sold.
Noncurrent portion	$	5,558		$	5,131

~~According~~(1) toIRPJ: Brazilian ~~tax rules, payments made by~~ Federal ~~public~~income ~~entities~~tax. ~~for rendering of services or acquisition of goods are subject to the following withholding Federal taxes~~CSLL: ~~PIS~~Social ~~(turnover tax), COFINS (social~~ contribution on ~~gross~~taxable ~~revenues)~~net profits, ~~CSLL~~created ~~(social~~to ~~contribution~~finance onsocial ~~net~~programs ~~profits)~~ and ~~IRPJ~~funds. (~~corporate income tax~~2). ~~The~~ICMS: ~~rates~~State ~~applicable~~tax toon ~~each~~sales ~~tax~~of ~~are:~~goods ~~(a)~~and ~~PIS: 0~~services.~~65%;~~ (b3) ~~COFINS:~~Value-added ~~3%;~~taxes (c)PIS ~~CSLL: 1%~~ and (dCOFINS) ~~IRPJ:~~on ~~1.2% (acquisition of~~ goods) orand ~~4.8% (rendering of~~ services) sold.

According to Brazilian tax rules, payments made by Federal public entities for rendering of services or acquisition of goods are subject to the following withholding Federal taxes: PIS (turnover tax), COFINS (social contribution on gross revenues), CSLL (social contribution on net profits) and IRPJ (corporate income tax). The rates applicable to each tax are: (a) PIS: 0.65%; (b) COFINS: 3%; (c) CSLL: 1% and (d) IRRF: 1.2% (acquisition of goods) or 4.8% (rendering of services).

In general, the amounts of withholding taxes correspond to a fraction of the total amount due by Cimcorp of the same taxes. In other words, the amounts of withholding taxes will be deemed as an initial and partial payment of the same taxes, and will be deductible from the total amount of the same Federal taxes due by Cimcorp within the taxable period.

Cimcorp is allowed to offset the amount previously withheld of Federal taxes over payments made by Federal public entities (recoverable taxes) with the amount due each month of the same taxes.

2019

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MIDAS MEDICI GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands)

NOTE 9 – COMMITMENTS AND CONTINGENCIES

	March 31, 2012		December 31, 2011
	June 30, 2012		December 31, 2011
	(unaudited)
ISS tax claims (1)	$	32,~~142~~964	$	3,052
Labor related claims (2)		1,~~559~~462		1,529
Other		59191		57
Totals	$	4,~~760~~617	$	4,638

(1) ISS Tax Claims

The municipality of ~~Sгo~~São Paulo has several tax claims alleging that the Company’s subsidiary Cimcorp owes ISS (service taxes – Imposto Sobre ~~Serviзos~~Serviços) on services rendered by the Company’s subsidiary, to customers within the municipality. The Company’s subsidiary, has recorded a provision of $32,~~142~~964 and $3,052 at ~~March~~June 3130, 2012 and December 31, 2011, respectively, representing the portion of the claims, including accrued interest and penalties, deemed to be probable of payment upon ultimate settlement.

The Company’s subsidiary recognizes accrued interest in interest expense and penalties in selling, general, and administrative expenses. During the three and six months ended ~~March~~June 3130, 2012 ~~and 2011~~, the Company’s subsidiary recognized $076 ofand $142 in interest and penalties, respectively.

(2) Labor

Labor contingencies refer to labor claims for, among other things, overtime, wage equivalence, work conditions. The amounts recorded by the Company have been assessed as probable by its legal advisors. The Company has recorded of $1,~~559~~462 and $1,529 as of ~~March~~June 3130, 2012 and December 31, 2011, respectively, that our legal advisors assessed as probable.

All contingent obligations are classified as long-term and included in other long-term liabilities in the unaudited condensed consolidated balance sheets as the Company does not expect to pay any of these amounts in fiscal 2012.

(3) Legal Proceedings

On December 16, 2010, Empresa Brasileira de Correios e Telйgrafos – ECT, an administrative body commenced an action against several parties including Cimcorp, the Company’s subsidiary, for alleged bidding irregularities. The action arose out an investigation by local authorities into certain bids for projects. The report of the administrative proceeding alleged that Cimcorp may have acted in collusion with other companies to manipulate the bidding price for certain projects. On July 27, 2011, the Brazilian Post imposed a suspension of the right of Cimcorp to contract with the Empresa Brasileira de Correios e Telйgrafos - ECT for a period of five years (maximum penalty provided by law 8,666/93). Cimcorp has administratively appealed the penalty, which is pending judgment.

On August 12, 2011, Cimcorp also filed a writ of mandamus, before the Federal Court of Distrito Federal which was assigned to a Judge in the 13th Federal Court of Distrito Federal, requesting the annulment of the administrative proceeding and suspension of the effects of the administrative ruling. On September 13, 2011, the Judge of the 13th Federal Court of Distrito Federal granted a preliminary injunction to suspend the effects of the administrative ruling, which lifted the penalty applied against Cimcorp. The ground for such lifting was that there is no evidence in the administrative proceeding that justifies the application of penalty imposed on Cimcorp. The Judge ruled that the administrative authority of Empresa Brasileira de Correios e Telégrafos - ECT neither justified its decision nor acted with proportionality and reasonableness when fixing the penalty. The merit of this writ of mandamus is still pending judgment.

On January 27, 2012, a public civil suit was filed by the Federal Public Prosecutor’s Office related to the above matter. The suit, filed in the Federal Court of Distrito Federal and being processed at the 4th Federal Court of Distrito Federal against Cimcorp and several other defendants. The suit requests the reimbursement of $1,640 (equivalent to R$2,860), application of a fine in the amount of $3,280 (equivalent to R$5,720) and prohibition on contracting with the Public Administration for a term of five years. No preliminary relief was requested by the Federal Public Prosecutor’s Office. The term for filing of a defense has not yet started to elapse. The Company intends to vigorously defend this action.

NOTE 10 – COMMON STOCK

In March 2012, the Company raised $700 by issuing 311,000 shares of the Company’s common stock and 311,000 warrants exercisable at $3.15 per share.

On March 20, 2012, the Company issued 72,858 common shares to its board of directors as compensation and 4,300 common shares to Ansacha Capital for services rendered.

21On April 20, 2012, the Company issued 10,000 common shares to Sichenzia Ross Friedman Ference, LLP, the Company’s counsel for services rendered.

On May 30, 2012, the Company issued 682,737 common shares to KLI and Quotidian in connection with the Note Exchange Agreement converting 60% of KLI and Quotidian’s outstanding balance, including accrued interest on certain Notes issued in August 2011.

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MIDAS MEDICI GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands)

NOTE 11 – STOCK-BASED COMPENSATION

Stock Options

A summary of the Company’s stock option plan at ~~March~~June 3130, 2012 and changes during the ~~three~~six months ended ~~March~~June 3130, 2012 are as follows (in thousands except share and per share amounts):

	Number of Shares			Weighted Average Exercise Price		Average Remaining Contractual Terms		Aggregate Intrinsic Value
Outstanding at December 31, 2011		876,384			814.6398		23.73		-
Issued		-			-
Granted		572,900			1.14		4.9		-
Forfeited or expired		(~~479~~547	)		1014.6703				-
Outstanding at March 31, 2012		875,905		$	8.97		2.5	$	-
Outstanding at June 30, 2012		1,448,737			9.34		3.9		-

~~All~~1,305,737 outstanding options at ~~March~~June 3130, 2012 are exercisable. As of ~~March~~June 3130, 2012, there is no$100,547 of unrecognized compensation cost related to outstanding stock options ~~because all options were fully vested~~. There were no572,900 options granted during the ~~three~~six months ended ~~March~~June 3130, 2012.

The following assumptions were used to estimate the fair value of options granted during the six months ended June 30, 2012 using the Black-Scholes option-pricing model:

Risk-free interest rate at grant date	0.74	%
Expected stock price volatility	142.76	%
Expected dividend payout	-
Expected option life-years	5

Warrants

A summary of the Company’s warrant activity and changes during the ~~three~~six months ended ~~March~~June 3130, 2012 are as follows:

					Average
	Number of Shares		Weighted Average Exercise Price		Average Aggregate Contractual Terms		Aggregate Intrinsic Value
					Aggregate		Aggregate
	Number of		Exercise		Contractual		Intrinsic
	Shares		Price		Terms		Value
Outstanding at December 31, 2011		12,800	$	6.00		3.13
Warrants issued		311,000		3.15		4.82
Outstanding at March 31, 2012		323,800	$	3.26		4.74	$	-
Outstanding at June 30, 2012		323,800	$	3.26		4.75	$	-

All outstanding warrants at ~~March~~June 3130, 2012 are exercisable. No warrants were issued in the three months ended June 30, 2012.

NOTE 12 – RELATED PARTY TRANSACTIONS

KLI Settlement Agreement

On April 4, 2011, the Company entered into a Settlement Agreement and Release with KLI, pursuant to which all outstanding notes and outstanding amounts owed to KLI by the Company and certain of its subsidiaries were aggregated and repaid as follows: (a) $490~~,000~~ was paid in cash, (b) 331,825 shares were issued to KLI as partial payment and (c) a promissory note in the amount of $370~~,102~~ payable over a 36 month period at an interest rate of 6% per annum was issued to KLI.

Subordinated Note and Common Stock private placement

On July 29, 2011, the Company entered into a Securities Purchase Agreement for the sale of an aggregate of up to $4,500~~,000~~ in subordinated secured promissory notes and 1,500,000 shares of common stock of the Company. Each purchaser received 33,333 shares for each $100~~,000~~ promissory note purchased. KLI and Quotidian Capital, LLC, entities of which Nana Baffour, the Company’s CEO, and Johnson Kachidza, the Company’s CFO, are each managing principals purchased $1,525~~,000~~ in promissory notes in this transaction and subscribed for 508,333 shares of the Company’s common stock in connection with the purchase of the promissory notes.

2221

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MIDAS MEDICI GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands)

NOTE 12 – RELATED PARTY TRANSACTIONS (continued)

Note Exchange Agreement

On May 14, 2012, the Company entered into a Note Exchange Agreement with each of KLI and Quotidian for the conversion of 60% of the outstanding balance, including accrued interest, of certain notes issued to KLI and Quotidian in August 2011, at a conversion price of $1.50. Pursuant to the note exchange agreements with each of KLI and Quotidian, the Company issued 402,819 and 279,918 shares of its common stock to KLI and Quotidian, respectively. After giving effect to the conversion, effective May 1, 2012, the outstanding balance of the Notes held by KLI and Quotidian is approximately $403 and $280, respectively. Nana Baffour, CEO, and Johnson Kachidza, President, are managing principals of KLI and Quotidian.

NOTE 13 – EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per common share are computed using the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per common share are computed using the weighted average number of common shares outstanding and common stock equivalents with the assumption that all common stock equivalents were converted at the beginning of the year. Options, warrants and unvested restricted shares are considered to be common stock equivalents and are only included in the calculation of diluted earnings per common share when their effect is dilutive. Common stock equivalents are excluded from the computation if their effect is anti-dilutive or, for options and warrants, if the exercise price exceeds the tradable value of the underlying stock.

For the three months and six months ended ~~March~~June 3130, 2012 and 2011, the diluted earnings (loss) per common share does not ~~include~~includethe ~~the~~ dilutive effect of 0 and 229,~~310~~891 ~~non-~~vested restricted shares, respectively, and 323,800 and ~~381~~12,~~514~~800 warrants, respectively, and excludes all outstanding stock options of ~~882~~1,~~905~~448,737 and 46499,~~217~~020, respectively, due to the Company reporting losses from operations.

NOTE 14 - SEGMENT INFORMATION

The Company has one reportable business segment which is operated in ~~three~~six geographic locations. Those geographic operations are the United States, Brazil and Czech Republic.

Information for the three months ended ~~March~~June 3130, 2012 and 2011 concerning principal geographic areas is presented below according to the area where the activity is taking place.

	2012												2011
	United States			Brazil			Czech Republic			Total			United States			Brazil		Czech Republic		Total
Revenues	$	1516,~~050~~314		$	2012,~~137~~375		$	~~360~~(187	)	$	3528,~~547~~502		$	1215,~~837~~188		$	-	$	-	$	1215,~~837~~188
Operating Income (loss)		(2,179	)		276			(1	)		(1,904	)		(1,729	)		-		-		(1,729	)
Operating Income ( Loss)		(1,344	)		(4,434	)		73			(5,705	)		(1,400	)		-		-		(1,400	)
Goodwill		10,124			1614,~~070~~491			-			2624,~~194~~615			119,~~089~~811			-		-		119,~~089~~811
Total assets		47,602			69,269			97			116,968			49,416			-		-		49,416
Total Assets		43,577			59,796			145			103,518			43,873			-		-		43,873
Capital expenditures		176			214			-			390			23			-		-		23
Capital Expenditures		-			252			-			252			47			-		-		47

Information for the six months ended June 30, 2012 and 2011 concerning principal geographic areas is presented below according to the area where the activity is taking place.

	2012											2011
	United States			Brazil			Czech Republic		Total			United States			Brazil		Czech Republic		Total
Revenues	$	31,364		$	32,512		$	173	$	64,049		$	28,025			-		-	$	28,025
Operating Income ( Loss)		(3,523	)		(4,158	)		72		(7,609	)		(3,129	)		-		-		(3,129	)
Goodwill		10,124			14,491			-		24,615			9,811			-		-		9,811
Total Assets		43,577			59,796			145		103,518			43,873			-		-		43,873
Capital Expenditures		300			342			-		642			70			-		-		70

The Brazil operations included in the segment information report the revenues and earnings generated from our recent acquisition of Cimcorp, Inc. on August 2, 2011. (See Note 2)

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MIDAS MEDICI GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands)

NOTE 15 – FAIR VALUE MEASUREMENTS

ASC 820 defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following ~~three~~six levels of inputs that may be used:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets and liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

Level 3: Unobservable inputs when there is little or no market data available, thereby requiring an entity to develop its own assumptions. The fair value hierarchy gives the lowest priority to Level 3 inputs.

The table below summarizes the fair values of ~~our~~Company’s financial liabilities that are measured on a recurring basis at fair value as of ~~March~~June 3130, 2012:

Level 1

Level 2

Level 3

Total

Purchase price contingency

4,~~397~~734

Total liabilities

4,~~397~~734

The table below summarizes the fair values of ~~our~~Company’s financial liabilities that are measured on a recurring basis at fair value as of December 31, 2011:

	Level 1		Level 2		Level 3		Total

Purchase price contingency	$	2,464	$	-	$	-	$	2,464
Total liabilities	$	2,464	$	-	$	-	$	2,464

The purchase price contingency is fair valued based upon the difference between the closing price of the Company stock and $4.50 per share at each reporting period.

NOTE 16 – SUBSEQUENT EVENTS

OnThird ~~May~~Amendment 14, 2012, we entered into a Note Exchange Agreement with each of Knox Lawrence, Inc. (“KLI”) and Quotidian Capital, LLC (“Quotidian”) for the conversion of 60% of the outstanding balance, including accrued interest, of certain notes issued to KLI and Quotidian in August 2011, at a conversion price of $1.50. Pursuant to the note exchange agreements with each of KLI and Quotidian, the Company will issue, 402,819 and 279,918 shares of its common stock to KLI and Quotidian, respectively. After giving effect to the conversion, effective May 1, 2012, the outstanding balance of the Notes held by KLI and Quotidian is approximately $402,819 and $279,918 respectively. Nana Baffour, our CEO, and Johnson Kachidza, our President, are managing principals of KLI and Quotidian.SPA

InOn ~~May~~July 17, 2012, the Company ~~procured~~entered ainto ~~new~~the ~~accounts~~Third ~~receivables~~Amendment ~~based~~to ~~working~~the ~~capital~~the ~~loan~~SPA, ~~for~~as $1amended,~~646~~ ~~from~~among athe ~~relationship~~Company, ~~bank~~Cairene Investments, Ltd., and certain shareholders, Cimcorp, Inc., Cimcorp Comércio Internacional E Informática S.A., Cimcorp Comércio E Serviços Tecnológicos E Informática Ltda., and Cimcorp USA, LLC, (“Cimcorp USA”).

The third amendment amends the Sales Period as defined in the SPA to be the period commencing December 3, 2012 through January 31, 2013, the date all obligations of the Company are fulfilled with respect to the shares issued under the SPA as part of the purchase price. The third amendment also provides that the payment of the first installment of the Tranche A Shares Adjusted Price shall be paid by the Company on October 1, 2012 and the second installment of the Tranche A Shares Adjusted Price shall be paid by the Company on December 1, 2012, subject to adjustment based upon the IPCA index as provided in the SPA, as amended.

The third amendment also provides for the payment of the unpaid interest accrued from February 2012 through June 2012 upon execution of the Amendment. The Company has paid $400. In addition, the Company undertook to use its best efforts to release the shareholders from any obligations relating to the Total Debt as set forth on Schedule 1.1(d) of the SPA.

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

(Dollar amounts in thousands)

Business Overview

We are a global provider of comprehensive information technology solutions to medium sized and large commercial enterprises and government institutions in the United States and Brazil. Our solutions comprise data center and cloud computing enabling hardware, software and services. Our services include virtualization, cloud and managed services, storage and archiving solutions, smart grid services, business process outsourcing, and data center services. As part of these services, we offer customized solutions for business continuity, back-up and recovery, capacity on-demand, regulatory compliance and data center best practice methodologies as well as infrastructure as a service (“IaaS”) and software as a service (“SaaS”). Our customers utilize our solutions to optimize their current and planned investments in IT infrastructure and data centers. We believe the breadth of our service offering and our consultative approach to working with clients distinguishes us from other providers.

We have developed an infrastructure that enables us to deliver our IT solutions and services agnostic as to technology platform and location through a flexible, customer-focused delivery model which spans three data center environments: customer-owned, co-location, and the cloud. By optimizing our customer’s use of secure, energy efficient and reliable data centers combined with a comprehensive suite of related IT infrastructure services, we are able to offer our customers highly customized solutions to address their critical needs of data center availability, data management, data security, business continuity disaster recovery and data center consolidation, as well as a variety of other related managed services.

We serve clients across multiple industry verticals including financial services, government, manufacturing, pharmaceutical, telecommunications, technology, education, utilities, healthcare and consumer goods. Some of our larger customers in the US include The International Monetary Fund, Freepoint Commodities, State of North Carolina, ~~Avaya~~ and ~~Schooldude.com~~Avaya, and some of our larger customers in Brazil include ~~Cia~~Companhia De ~~Tecno~~Tecnologia Dada ~~Infor~~Inf. Dodo ~~Est~~Estado MGde Minas Gerais -Prodemge, ~~Banc~~Banco Dodo Brasil SAS.A., ~~CemigDistribuicao~~CEMIG SADistribuiзгo S.A., Banco Central Do Brasil – BACEN and MG Secretaria Dede Estado Dede Fazenda. Utilipoint, our utilities focused offering, currently provides energy industry consulting services and proprietary research. Our highly experienced consultants leverage direct industry experience to advise utilities along the range of the utility industry value chain and we intend to take advantage of those relationships to offer utility vertical focused solutions around our core data center and managed services offerings.

As of ~~March~~June 3130, 2012, Midas Medici has ~~334~~349 employees located in the United States, Brazil and Europe. Midas Medici is headquartered in New York City with regional offices in Cary, NC, Albuquerque, NM, Pittsburgh, PA and maintains international operations through its offices in Brno, Czech Republic and Belo Horizonte, Vitoria, Salvador, Brasilia, Curitiba, Florianopolis, Porto Alegre, Rio de Janeiro, and Sao Paulo, Brazil.

A key element of our growth strategy is to pursue acquisitions. We plan to continue to acquire businesses if and when opportunities arise. We expect future acquisitions to also be accounted for as purchases under the acquisition method of accounting and therefore generate goodwill and other intangible assets. We expect to incur additional debt for future acquisitions and, in some cases, to use our stock as acquisition consideration in addition to, or in lieu of, cash. Any issuance of stock may have a dilutive effect on our stock outstanding.

On August 2, 2011, the Company completed the acquisition of a 80% interest in Cimcorp, pursuant to the terms of the Stock Purchase Agreement (“SPA”), as amended, among the Company, Cairene Investments, Ltd. (the “Seller”), and certain shareholders (the “Shareholders”), Cimcorp, Cimcorp Comércio Internacional e Informática S.A., a Brazilian Sociedade ~~Anônima~~Anфnima, Cimcorp ~~Comércioe~~Comércio ~~Serviзos~~e ~~Tecnolуgicos~~Serviços Tecnológicos e ~~Informбtica~~Informática Ltda., a Brazilian ~~limitada~~limited liability company, and Cimcorp USA, LLC, a Florida limited liability company.

At the closing, the Company provided consideration of Seventeen Million Brazilian Reais ($10,987 USD), Eight Million Brazilian Reais ($5,150 USD) of which was paid in cash, Nine Million Brazilian Reais ($2,244 USD) in shares of common stock of the Company equal to 1,297,022 shares of common stock of the Company and a purchase price contingency of $3,593.

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~~Pursuant to the terms of the stock purchase agreement, the Company was to purchase on January 24, 2012~~ (~~but~~Dollar no later than January 27, 2012) an additional 20% of the shares of Cimcorp (“Tranche A”) for a purchase price of Nine Million Brazilian Reais ($5,817 USD), which purchase price is subject to certain adjustments to the Brazil CPI index provided, however, such adjustments are capped at 7%. As a result of this provision, at closing date of August 2, 2011, the Company recorded a liability of $4,497 (net present value at a 15% discount rate) for the obligation to purchase the Tranche A shares of Cimcorp and effectively held an 80% interest in Cimcorp as of the acquisition date. As of March 31, 2012, the Company recorded a liability of $3,791 for the obligation to purchase the Tranche A shares. In February 2012, the Company paid Two Million Brazilian Reais ($1,146 USD) towards the purchase of the Tranche A shares, with the remaining amounts due at the closing of the sale of the Tranche A shares. The Seller and minority shareholders’ of Cimcorp have the right to elect to have the Company purchase the remaining 20% of the shares of Cimcorp (the “Tranche B”) 30 days after the 24 month anniversary of the initial closing. The SPA provides that in the event the Company undergoes a Change in Control, as defined, or transfers more than 50% of the shares of Cayman Co. the purchase of Tranches A and B shall be accelerated. In March 2012, the Company entered into an amendment to the stock purchase agreement which amended the purchase price of the Tranche A shares to Seven Million Brazilian Reais from Nine Million Reais which is the Eleven Million Brazilian Reais purchase price of the Tranche A shares less Two Million Brazilian Reais of total net debt, as defined in the stock purchase agreement, less Two Million Brazilian Reais which has been previously paid by the Company. In addition, the amendment extended the closing date for the Tranche A shares from January 2012 to July 2012. The amendment also provides for the payment of any interest in arrears on the Tranche A shares on a monthly basis on the last day of the month in which the interest has accrued. The amendment also provides that the purchase price of the Tranche A shares shall be adjusted solely to reflect the payment of the interest of 3% in arrears as a penalty calculated over the outstanding value of the Tranche A shares adjusted price to be paid until the last day of the months of February, March, April, May and June 2012.thousands)

Pursuant to the terms of the stock purchase agreement, the Company was to purchase on January 24, 2012 (but no later than January 27, 2012) an additional 20% of the shares of Cimcorp (“Tranche A”) for a purchase price of Nine Million Brazilian Reais ($5,817 USD), which purchase price is subject to certain adjustments to the Brazil CPI index provided, however, such adjustments are capped at 7%. As a result of this provision, at closing date of August 2, 2011, the Company recorded a liability of $4,497 (net present value at a 15% discount rate) for the obligation to purchase the Tranche A shares of Cimcorp and effectively held an 80% interest in Cimcorp as of the acquisition date. As of June 30, 2012, the Company recorded a liability of $3,535 for the obligation to purchase the Tranche A shares. In February 2012, the Company paid Two Million Brazilian Reais ($1,146 USD) towards the purchase of the Tranche A shares, with the remaining amounts due at the closing of the sale of the Tranche A shares. The Seller and minority shareholders’ of Cimcorp have the right to elect to have the Company purchase the remaining 20% of the shares of Cimcorp (the “Tranche B”) 30 days after the 24 month anniversary of the initial closing. The SPA provides that in the event the Company undergoes a Change in Control, as defined, or transfers more than 50% of the shares of Cayman Co. the purchase of Tranches A and B shall be accelerated. In March 2012, the Company entered into an amendment to the stock purchase agreement which amended the purchase price of the Tranche A shares to Seven Million Brazilian Reais from Nine Million Reais which is the Eleven Million Brazilian Reais purchase price of the Tranche A shares less Two Million Brazilian Reais of total net debt, as defined in the stock purchase agreement, less Two Million Brazilian Reais which has been previously paid by the Company. In addition, the amendment extended the closing date for the Tranche A shares from January 2012 to July 2012. The amendment also provides for the payment of any interest in arrears on the Tranche A shares on a monthly basis on the last day of the month in which the interest has accrued. The amendment also provides that the purchase price of the Tranche A shares shall be adjusted solely to reflect the payment of the interest of 3% in arrears as a penalty calculated over the outstanding value of the Tranche A shares adjusted price to be paid until the last day of the months of February, March, April, May and June 2012.

In July 2012, we entered into a third amendment to the SPA which amends the Sales Period as defined in the SPA to be the period commencing December 3, 2012 through January 31, 2013, the date all obligations of the Company are fulfilled with respect to the shares issued under the SPA as part of the purchase price. The third amendment also provides that the payment of the first installment of the Tranche A Shares Adjusted Price shall be paid by the Company on October 1, 2012 and the second installment of the Tranche A Shares Adjusted Price shall be paid by the Company on December 1, 2012, subject to adjustment based upon the IPCA index as provided in the SPA, as amended. The third amendment also provides for the payment of the unpaid interest accrued from February 2012 through June 2012 upon execution of the third Amendment. The Company has paid $400. In addition, the Company undertook to use its best efforts to release the shareholders from any obligations relating to the Total Debt as set forth on Schedule 1.1(d) of the SPA.

On June 8, 2011, Midas Medici completed its acquisition of the assets of Energy Hedge Fund Center, LLC, a web portal and community for clients interested in hedge funds in the energy and commodity sectors, in a stock, cash and forgiveness of debt transaction for a total purchase price of $30. The Company issued 1,430 shares of its common stock in relation to this transaction.

On May 3, 2011, the Company completed the acquisition of WeatherWise, an energy-efficiency analytics company, pursuant to the terms of an Agreement and Plan with Weather Wise, and MMGH WW Acquisition Sub, Inc., our wholly owned subsidiary, dated as of March 29, 2011 for a total purchase price of $268. At the closing of the Merger Agreement, MMGH WW Acquisition Sub, Inc. merged with and into WeatherWise and WeatherWise became our wholly-owned subsidiary. As part of the merger, WeatherWise was rebranded “UtiliPoint Analytics,” allowing Midas to further leverage its Consonus and UtiliPoint brands to verticalize Midas into the utility sector.

On February 28, 2011, we completed the acquisition of Consonus pursuant to the terms of the Agreement and Plan of Merger with Consonus, and MMGH Acquisition Corp., our wholly-owned subsidiary dated as of April 30, 2010. Pursuant to the Merger Agreement effective February 28, 2011, MMGH Acquisition Corp. merged with and into Consonus and Consonus became our wholly owned subsidiary. With the acquisition of Consonus on February 28, 2011, the Merger was accounted for as a reverse merger and recapitalization which resulted in Midas Medici being the “legal acquirer” and Consonus the “accounting acquirer” for a total purchase price of $5,236.

Consonus provides innovative data center solutions to medium sized and larger enterprises focused on virtualization, energy efficiency and data center optimization. Its highly secure, energy efficient and reliable data centers combined with its ability to offer a comprehensive suite of related IT infrastructure services gives it an ability to offer its customers customized solutions to address their critical needs of data center availability, data manageability, disaster recovery and data center consolidation, as well as a variety of other related managed services.

Consonus’ data center related services and solutions primarily enable business continuity, back-up and recovery, capacity-on-demand, regulatory compliance (such as email archiving), virtualization, cloud computing, data center best practice methodologies and software as a service. Additionally, it provides managed hosting, maintenance and support for all of its solutions, as well as related consulting and advisory services.

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(Dollar amounts in thousands)

Revenue

Our revenue is predominantly generated through data center services and IT infrastructure solutions and services, consulting and other revenue. Data center services are comprised primarily of hosting, bandwidth, managed infrastructure, managed services, software and maintenance support services. IT infrastructure solutions and services include primarily the sale of hardware and software, along with consulting, integration and training services.

Our revenue mix varies from year to year due to numerous factors, including our business strategies and the procurement activities of our clients. Unless the content requires otherwise, we use the term “contracts” to refer to contracts and any task orders or delivery orders issued under a contract.

Cost of revenues

Our cost of revenues consist of personnel costs, cost of sales of hardware and software, allocated lease and building costs, electricity costs and bandwidth. Payroll costs are expected to increase as employees are given increased compensation based on merit. We also expect our other costs (such as cost of revenue of hardware and software) to increase as we increase our revenues. Cost of revenues also consist of costs incurred to provide services to clients and reimbursable project expenses associated with fringe benefits, all relating to specific client engagements. Cost of revenues also include the costs of subcontractors and outside consultants, third-party materials and any other related cost of revenues, such as travel expenses.

Our gross profit percentage is affected by a variety of factors, including competition, the mix and average selling prices of our products and services, our pricing policies, the cost of hardware products, the cost of labor and materials. Our gross profit percentage could be adversely affected by price declines or pricing discounts if we are unable to reduce costs on existing products and fail to introduce new products with higher margins. Our gross profit percentage for any particular quarter could be adversely affected if we do not complete a sufficient level of sales of higher-margin products by the end of the quarter. Many of our customers do not finalize purchasing decisions until the final weeks or days of a quarter, so a delay in even one large order of a high-margin product could significantly reduce our total gross profit percentage for that quarter.

Currently, IT infrastructure solutions typically have a lower gross profit as a percentage of revenue than our services due to the cost of various hardware products.

Selling, general and administrative

Our selling expenses consist primarily of compensation and commissions for our sales and marketing personnel. They also include advertising expenses, trade shows, public relations and other promotional materials. General and administrative expenses include personnel compensation and related personnel costs, professional services not allocated to other areas, insurance fees, franchise and property taxes, and other expenses not allocated to cost of revenue. We also anticipate that we will incur additional expenses related to professional services and insurance fees necessary to meet the requirement of being a public company. Selling, general and administrative (“SG&A”) expenses include our management, facilities and infrastructure costs, as well as salaries and associated fringe benefits, not directly related to client engagements. Among the functions covered by these expenses are marketing, business and corporate development, bids and proposals, facilities, information technology and systems, contracts administration, accounting, treasury, human resources, legal, corporate governance and executive and senior management.

Results of Operations ~~(Dollars in Thousands)~~

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011 (Dollars in Thousands)

The following discussion highlights results from our comparison of consolidated statements of operations for the periods indicated.

Revenues. Revenues for the three months ended ~~March~~June 3130, 2012 totaled $3528,~~547~~502 compared to $1215,~~837~~188 for the three months ended ~~March~~June 3130, 2011. The increase in revenues is attributable to increased sale of infrastructure solutions ~~and services~~ in our US operations and the Company’s acquisition of CIMCORP, which occurred in the third quarter of 2011. We had $2012,~~137~~375 in incremental revenue from our Brazil acquisition during the three months ended ~~March~~June 3130, 2012, which contributed about 5643.64% to our total consolidated revenues and 8893.70% to our consolidated revenue growth for the three months ended June 30, 2012. While our US revenues exceeded expectations for the quarter, our Brazil revenues were lower than anticipated for the quarter asin apart ~~result~~because of ~~slippage~~a oflarge ~~some~~software ~~large~~deal ~~projects~~that slipped into the third quarter.

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~~Cost~~(Dollar ofamounts revenues. Cost of revenues for the three months ended March 31, 2012 were $25,105, or 70.6% of revenue, compared to $9,528 or 74.2% of revenue for the three months ended March 31, 2011. Cost of revenues is our largest category of operating expenses, representing more than 67.0% of our total operating expenses for the three months ended March 31, 2012. The increase in cost of revenues was primarily due to the increase in revenues from the comparable period resulting from our Brazil acquisition. We had $13,540 million in incremental costs of revenues from acquisitions outside the United States for the three months ended March 2012, which contributed about 53.9% to our total consolidated cost of revenues. The decrease in the cost of sales margin from 74.2% at March 31, 2011 to 70.6% at March 31, 2012 was due to the higher margins realized in our Brazil operations in the infrastructure services and solutions.thousands)

~~Selling,~~Cost ~~general~~of ~~and administrative expenses~~revenues. ~~Selling,~~Cost ~~general~~of ~~and~~revenues ~~administrative expenses~~ for the three months ended ~~March~~June 3130, 2012 were $1122,~~088~~075, or 77.5% of revenue, compared to $410,~~313~~787 or 71.0% of revenue for the three months ended ~~March~~June 3130, 2011. ~~The~~Cost ~~increase~~of inrevenues ~~selling~~is our largest category of operating expenses, ~~general~~representing ~~and~~more ~~administrative~~than 64.5% of our total operating expenses ~~from~~for the ~~comparable~~three ~~period~~months ended June 30, 2012. The increase in cost of revenues was primarily due to ~~our~~the ~~acquisition~~increase ofin revenues from the comparable period resulting from our Brazil ~~operations~~acquisition. We had $510,~~819~~067 in incremental ~~SG&A~~costs ~~attributable~~of torevenues ~~our~~from ~~Brazil~~acquisitions ~~operations~~outside the United States for the three months ended ~~March~~June 30, 2012, which contributed about 5245.56% to our total consolidated ~~selling,~~cost ~~general~~of ~~and~~revenues. ~~administrative~~The ~~expenses~~remainder ~~and 85.9%~~ of the ~~total~~ incremental ~~selling,~~expenses ~~general~~were ~~and~~driven ~~administrative~~by ~~expenses~~our inUS ~~three~~operations ~~months~~due ~~ended~~to ~~March~~an ~~31,~~increase ~~2012~~in volume compared to the ~~prior~~same ~~comparable~~ period. Ain ~~significant~~2011 ~~portion~~and ofan ~~our~~overall ~~selling,~~increase ~~general~~in ~~and~~cost ~~administrative~~of ~~expenses~~sales ~~consist~~in ofour ~~personnel~~US ~~costs~~operations ~~such~~in asinfrastructure ~~salaries,~~services ~~commissions,~~and ~~bonuses,~~solutions. aThe ~~non-cash~~increase ~~stock~~in ~~based~~the ~~compensation,~~cost ~~deferred~~of ~~compensation~~sales ~~expense~~margin orfrom ~~income~~71.02% ~~and~~at ~~temporary~~June ~~personnel~~30, ~~costs~~2011 to 77.45% ~~Our~~at ~~SG&A~~June ~~includes~~30, ~~non-cash~~2012 ~~stock~~was ~~based~~due ~~compensation~~to ofthe ~~$161~~lower ~~for~~margins ~~board~~realized ofin ~~directors~~our ~~compensation~~Brazil and ~~consulting~~US ~~services~~operations ~~and~~in ~~$120~~the ininfrastructure ~~payments~~services ~~made~~and tosolutions. ~~the~~Our ~~former~~second ~~shareholders~~quarter costs of ~~our~~revenues ~~Brazil~~were ~~operations~~higher ~~related~~relative to our ~~acquisition~~first quarter primarily because of ~~CIMCORP.~~a ~~Selling,~~price ~~general~~adjustment ~~and~~in ~~administrative~~the ~~expenses~~first ~~also~~three ~~include~~months ~~costs~~ended ofMarch ~~our~~31, ~~facilities~~2012, ~~utility~~which ~~expense,~~had ~~professional~~minimal ~~fees,~~cost of sales and ~~marketing~~revenue ~~expenses~~recognition on a lease in the first quarter.

~~Interest~~Selling, general and ~~tax~~administrative ~~expense~~expenses. ~~For~~Selling, ~~the~~general and administrative expenses for the three months ended ~~March~~June 3130, 2012, ~~interest expense was~~ were $211,~~090~~008 compared to $~~141~~4,971 for the three months ended ~~March~~June 3130, 2011. The increase in ~~interest~~selling, ~~expense~~general isand aadministrative ~~result~~expenses from the comparable period was primarily due to our acquisition of ~~assumed~~our ~~and~~Brazil ~~new~~operations. ~~debt~~We ~~and~~had ~~leases~~$5,274 ~~from~~in incremental SG&A attributable to our Brazil operations for the three months ended June 30, 2012, which contributed about 47.9% to our ~~revolving~~total ~~credit~~consolidated ~~facility~~selling, ~~with~~general ~~Porter~~and ~~entered~~administrative ~~into~~expenses inand ~~July~~87.3% ~~2011~~of the total incremental selling, general and ~~our~~administrative ~~junior~~expenses ~~subordinated~~in ~~notes~~the ~~incurred~~three months ended June 30, 2012 compared to ~~facilitate~~the ~~our~~prior ~~acquisition~~comparable period. The remainder of the incremental expenses were driven by our ~~Brazil~~US operations. ~~Tax~~due ~~provisions~~to ~~resulted~~an increase in aSG&A ~~tax~~in ~~expense~~our US operations compared to the same period in 2011. A significant portion of ~~$39~~our selling, general and aadministrative ~~tax~~expenses ~~benefit~~consist of ~~$758~~personnel ~~for~~costs ~~the~~such ~~three~~as ~~months~~salaries, ~~ended~~commissions, ~~March~~bonuses, 31a non-cash stock based compensation, ~~2012~~deferred compensation expense or income and ~~2011,~~temporary ~~respectively~~personnel costs. ~~The~~Our ~~tax~~SG&A ~~expense~~includes non-cash stock based compensation of $39270 for isboard ~~due~~of todirectors ~~pre-tax~~compensation ~~income~~and ~~from~~consulting aservices. Selling, ~~subsidiary~~general and administrative expenses also include costs of our ~~Brazil~~facilities, ~~operations~~utility expense, professional fees, sales and marketing expenses, auditing and consulting and taxes and fines accruals from contingent tax and labor provision, which contributed to an increase in our SG&A compared to the same period in 2011.

~~Liquidity~~Operating ~~and~~loss. ~~capital~~For ~~resources~~the three months ended June 30, 2012, operating losses totaled $5,705 compared to an operating loss of $1,400 for the three months ended June 30, 2011. The operating losses increased by $4,305 as a result of an increase in our operating costs of $17,619 (or 106.2%) offset by an increase in revenues of $13,314 (or 87.7%).

~~The~~Other ~~Company’s~~income ~~condensed~~(expense). ~~consolidated~~Other ~~financial~~income ~~statements~~(expense) ~~have~~for ~~been~~the ~~prepared~~three ~~assuming~~months ~~that~~ended weJune ~~will~~30, ~~continue~~2012 asconsisted aof ~~going~~other ~~concern~~income of $139, ~~which~~a ~~contemplates~~foreign ~~the~~currency ~~realization~~transaction loss of $164, gain on sale of fixed assets of $152 and a loss on the ~~settlement~~change in fair value of ~~liabilities~~the inpurchase price contingency of $337. As of June 30, 2012 the ~~normal~~carrying ~~course~~amount of ~~business~~the purchase price contingency was $4,734.

~~Our~~Interest ~~accumulated~~and ~~deficit~~tax atexpense. ~~March~~For 31the three months ended June 30, 2012, interest expense was $292,~~007~~269 compared to $125 for the three months ended June 30, 2011. The increase in interest expense is a result of assumed and wenew debt and leases from our Brazil operations, our revolving credit facility with Porter entered into in July 2011 and our junior subordinated notes incurred to facilitate our acquisition of our Brazil operations. Tax provisions resulted in a ~~consolidated net~~tax ~~loss~~expense of $~~5,812~~37 and a tax benefit of $417 for the three months ended ~~March~~June 3130, 2012~~. On~~, ~~March~~and 312011, ~~2012,~~respectively. weThe ~~had~~tax aexpense ~~working~~of ~~capital~~$37 ~~deficit~~is due to pre-tax income from a subsidiary of ~~$40,873~~our Brazil operations.

~~During~~Six ~~the~~Months ~~first~~Ended ~~quarter~~June of30, 2012, ~~the~~Compared ~~Company continued~~ to ~~grow~~Six ~~driven~~Months byEnded ~~its~~June ~~acquisitive~~30, ~~strategy and increased top line growth while improving operating margins. The Company’s first quarter of 2012 top line grew 177.0% from the first quarter of~~ 2011~~. In~~ ~~May,~~(Dollars ~~the Company listed on the OTCQX U.S~~ in ~~New York, which management believes will broaden the Company’s options to raise capital.~~Thousands)

~~Our~~The ~~working capital deficit of $40,873 is primarily comprised of the~~ following ~~accounts~~discussion ~~that~~highlights ~~impact~~results ~~cash~~from ~~flow for the remainder of 2012; current maturities of long term debt of $15,927 of which $7,696 relates to revolving credit facilities and~~ our ~~mortgage~~comparison ~~note~~ of ~~$1,964~~consolidated ~~already~~statements ~~extended through March 2013, $8,188~~ of ~~deferred~~operations ~~purchase~~for ~~price contingency consideration, which~~ the ~~Company~~periods ~~believes will be extended in the event it is unable to pay as they become due, accounts payables, accounts receivables and accrued other liabilities~~indicated.

Revenues. Revenues for the six months ended June 30, 2012 totaled $64,049 compared to $28,025 for the six months ended June 30, 2011. The ~~cash~~increase ~~flow~~in ~~provided~~revenues byis attributable to increased sale of infrastructure solutions and services in our US operations and the Company’s acquisition of $2CIMCORP,~~771~~ ~~during~~which occurred in the ~~first~~third quarter of 2011. We had $32,512 in incremental revenue from our Brazil acquisition during the six-month ended June 30, 2012, ~~was~~which ~~achieved~~contributed ~~primarily~~about ~~through~~50.8% ~~collection~~to our total consolidated revenues and 90.3% to our consolidated revenue growth. While our US revenues exceeded expectations for the period, our Brazil revenues were lower than anticipated for the six months ended June 30, 2012 due to the performance in the first three months ended March 31, 2012 and slippage of ~~accounts~~a ~~receivables~~large software project to the third quarter.

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~~During~~(Dollar ~~the~~amounts ~~first~~in ~~quarter of 2011, we took several initiatives which strengthened our ability to manage our liquidity position and will continue to do so throughout 2012:~~thousands)

●Cost Asof arevenues. ~~result~~Cost of ~~our~~revenues ~~recent~~for ~~acquisition~~the six months ended June 30, 2012 were $47,180, or 73.7% of ~~Cimcorp~~revenue, ~~and~~compared to $20,315 or 72.5% of revenue for the ~~relationship~~six ~~Cimcorp~~months ~~maintains~~ended ~~with~~June ~~several~~30, ~~large~~2011. ~~financial~~Cost ~~institutions~~of ~~that~~revenues ~~have~~is ~~historically~~our ~~and~~largest ~~currently~~category ~~provided~~of ~~financing~~operating expenses, werepresenting ~~believe~~more ~~that~~than ~~the~~65.8% ~~Company~~of ~~has~~our total operating expenses for the ~~opportunity~~six months ended June 30, 2012. The increase in cost of revenues was primarily due to ~~obtain~~the ~~additional~~increase ~~working~~in ~~capital~~revenues ~~lines~~from ~~based~~the oncomparable ~~its~~period ~~new~~resulting ~~receivables~~from itour ~~creates~~Brazil acquisition. InWe ~~March~~had $23,607 million in incremental costs of revenues from acquisitions outside the United States for the six- month period ended June 30, 2012, which contributed about 87.8% to our total consolidated cost of revenues. The remainder of the ~~Company~~incremental ~~procured~~expenses awere ~~new~~driven ~~accounts~~by ~~receivable~~our ~~based~~US ~~working~~operations ~~capital~~due ~~line~~to ~~for~~an $1increase in volume compared to the same period in 2011 and an overall increase in cost of sales in our US operations in infrastructure services and solutions,~~207~~ ~~from~~The ~~one~~increase in the cost of ~~those~~sales ~~relationship~~margin ~~banks~~from 72.5% at June 30, 2011 to 73.7% at June 30, 2012 was due to the lower margins realized in our Brazil and US operations in the infrastructure services and solutions.

Selling, general and administrative expenses. Selling, general and administrative expenses for the six months ended June 30, 2012 were $22,096 compared to $9,284 for the six-month ended June 30, 2011. The increase in selling, general and administrative expenses from the comparable period was primarily due to our acquisition of our Brazil operations. We had $11,093 in incremental SG&A attributable to our Brazil operations for the six months ended June 2012, which contributed about 50.2% to our total consolidated selling, general and administrative expenses and 86.6% of the total incremental selling, general and administrative expenses in six months ended June 30, 2012 compared to the prior comparable period. The remainder of the incremental expenses were driven by our US operations due to an increase in SG&A in our US operations compared to the same period in 2011. A significant portion of our selling, general and administrative expenses consist of personnel costs such as salaries, commissions, bonuses, a non-cash stock based compensation, deferred compensation expense or income and temporary personnel costs. Our SG&A includes non-cash stock based compensation of $431 for board of directors compensation and consulting services. Selling, general and administrative expenses also include costs of our facilities, utility expense, professional fees, sales and marketing expenses, auditing and consulting and taxes and fines accruals from contingent tax and labor provision, which contributed to an increase in our SG&A compared to the same period in 2011.

Operating loss. For the six months ended June 30, 2012, operating loss totaled $7,609 compared to an operating loss of $3,129 for the six months ended June 30, 2011. The operating loss increased by $4,480 (or 143.2%) as a result of an increase in our operating costs of $40,505 (or 130.0%) offset by an increase in revenues of $36,024 (or 128.5%), primarily driven by the acquisition of our Brazil operations which impacted the six months ended June 30, 2012. Our Brazil operations were acquired in August 2011.

Other income (expense). Other income (expense) for the six months ended June 30, 2012 consisted of other income of $266, a foreign currency transaction loss of $137 and gain on sale of fixed assets of $152 and a loss on the change in fair value of the purchase price contingency of $2,270. As of June 30 2012, the carrying amount of the purchase price contingency was $4,734.

Interest and tax expense. For the six months ended June 30, 2012, interest expense was $4,359 compared to $266 for the six months ended June 30, 2011. The increase in interest expense is a result of assumed and new debt and leases from our Brazil operations, our revolving credit facility with Porter entered into in July 2011 and our junior subordinated notes incurred to facilitate our acquisition of our Brazil operations. Tax provisions resulted in a tax expense of $76 and a tax benefit of $1,175 for the six months ended June 30, 2012 and 2011, respectively. The tax expense of $76 is due to pre-tax income from a subsidiary of our Brazil operations.

Liquidity and capital resources

Our accumulated deficit at June 30, 2012 was $36,262, and we incurred a consolidated net loss of $14,033 for the six months ended June 30, 2012. On June 30, 2012, we had a working capital deficit of $47,789.

The Company’s six months ended June 30, 2012 top line revenue grew 128.5% from the six months ended June 30, 2011 period due to the acquisition of the Brazilian operations. In May, the Company listed on the OTCQX U.S. in New York, which management believes will broaden the Company’s options to raise capital.

The Company’s working capital deficit of $47,789 is primarily comprised of the following accounts that impact cash flow for the remainder of 2012; current maturities of long term debt of $15,466 of which $4,970 relates to revolving credit facilities and mortgage note of $1,950 already extended through March 2013, $4,734 of deferred purchase price contingency consideration and $3,535 in deferred purchase price consideration, which the Company believes will be extended in the event it is unable to pay as they become due, and $4,552 relating to notes payable to vendors, accounts payable, accounts receivable and accrued other liabilities.

The cash flow provided by operations of $7,739 during the six months ended June 30, 2012 was achieved primarily through collection of accounts receivable.

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(Dollar amounts in thousands)

During 2012, we took several initiatives which strengthened our ability to manage our liquidity position and will continue to do so throughout 2012:

●

As a result of our recent acquisition of Cimcorp and the relationship Cimcorp maintains with several large financial institutions that have historically and currently provided financing, we believe that the Company has the opportunity to obtain additional working capital lines based on its new receivables it creates. In March 2012, the Company procured a new accounts receivable based working capital line for $1,207 from one of those banks.

●

In April 2012, the Company entered into a revolving credit facility and promissory note with Knox Lawrence International, LLC and Quotidian, LLC of $2,000 upon which the Company can draw down to support its working capital needs.

● In May 2012, the Company procured a new accounts receivables based working capital line for $1,646 from one of the Company’s Brazilian ~~relationship~~ banks.

~~The~~● ~~Company~~In ~~expects~~May ~~available~~2012, ~~borrowings under~~ the ~~existing~~Company ~~financing~~secured ~~arrangements,~~a ~~additional~~facility ~~financing~~agreement ~~arrangements~~with ~~entered~~Cisco ~~into~~in ~~subsequent~~the toamount ~~March~~of 31$1,100 ~~2012~~guaranteed ~~and~~by ~~cash flows from operations to generate sufficient liquidity to meet the Company~~Cimcorp’s ~~cash~~endorsed ~~flow~~invoices ~~requirements~~paid ~~through March 31, 2013. Management plans~~ to ~~maintain~~a ~~all lines of credit~~supplier.

A● ~~significant~~In ~~reduction~~June in2012, ~~operating~~the ~~cash~~Company ~~flows~~secured ~~resulting~~a ~~from~~working ~~changes~~capital inloan ~~economic~~from ~~conditions,~~a ~~increased~~bank ~~competition~~in orthe ~~other~~amount ~~events~~of ~~beyond~~$750. ~~the~~The Company’s ~~control~~also ~~could~~entered ~~have~~into aanother ~~material~~secured ~~adverse~~working ~~effect~~capital onloan ~~the~~from ~~cash flows of~~ the ~~business~~same ~~and~~bank ~~liquidity~~through ofdiscounted ~~the~~trade ~~Company. If~~receivables ~~this~~in ~~were to happen,~~ the ~~Company~~amount ~~would~~of ~~further reduce costs or seek additional funding~~$687.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. If the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures.

The Company’s financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We review our estimates on an ongoing basis, including those related to allowances for doubtful accounts, certain revenue recognition related to contract deliverables, valuation allowances for deferred tax assets, rates at which deferred tax assets and liabilities are expected to be recorded or settled, accruals for paid time off and the estimated labor utilization rate used to determine cost of services of our foreign subsidiary. We base our estimates on historical experience, known trends and events, and various other factors that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Our management believes the following accounting policies and estimates are most critical to aid you in understanding and evaluating our reported financial results.

Revenue Recognition

The Company derives revenues from data center services and solutions, IT infrastructure services and solutions and equipment leases.

Data center services and solutions are comprised of managed infrastructure, managed services, sale of software and support services. IT infrastructure services and solutions include the sale of software and hardware, along with consulting, integration and training services. Equipment leases comprise the sale of equipment through sales-type leases.

The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) delivery has occurred; (3) the collection of fees is probable; and (4) the amount of fees to be paid by the customer is fixed or determinable. Delivery does not occur until products have been shipped or services have been provided and risk of loss has transferred to the client.

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~~When~~(Dollar ~~the~~amounts Company provides a combination of the above referenced products or services to its customers, recognition of revenues for the hardware and related maintenance services component is evaluated to determine if any software included in the arrangement is not essential to the functionality of the hardware based on accounting guidance related to “Non-Software Deliverables in an Arrangement Containing More-Than-Incidental Software.” Hardware and related elements qualify for separation when the services have value on a stand-alone basis, objective and verifiable evidence of fair value of the separate elements exists and, in arrangements that include a general right of refund relative to the delivered element, performance of the undelivered element is considered probable and substantially in its control. Fair value is determined principally by reference to relevant third-party evidence of fair value. Such third-party information is readily available since the Company primarily sells products offered by its vendors. The application of the appropriate accounting guidance to the Company’s sales requires judgment and is dependent upon the specific transaction. The Company recognizes revenues from the sale of hardware products at the time of sale provided the revenue recognition criteria are met and any undelivered elements qualify for separation.thousands)

~~The~~When the Company ~~sells~~provides ~~equipment~~a ~~under~~combination ~~capital~~of ~~lease~~the ~~arrangements. The~~above ~~Company~~referenced ~~uses~~products ~~the~~or ~~leases~~services ~~topic~~to its customers, recognition of ~~the Financial~~revenues ~~Accounting~~for ~~Standards~~the ~~Board~~hardware ~~(“FASB”)~~and ~~Accounting~~related ~~Standard~~maintenance ~~Codification~~services ~~(“ASC”)~~component ~~840,~~is ~~“Leases”,~~evaluated to ~~evaluate~~determine ~~whether~~if anany ~~arrangement~~software isincluded ain ~~capital~~the orarrangement ~~operating~~is ~~lease~~not ~~and~~essential to ~~determine~~the ~~classification~~functionality of ~~capital~~the ~~leases~~hardware asbased ~~either~~on ~~sales~~accounting guidance related to “Non-~~type~~Software orDeliverables ~~direct~~in ~~financing. For~~an ~~sales-type~~Arrangement ~~leases,~~Containing ~~the~~More-Than-Incidental ~~revenue~~Software.” Hardware ~~allocated~~and torelated ~~the~~elements ~~equipment~~qualify isfor ~~recognized~~separation when the ~~lease~~services ~~term~~have ~~commences,~~value ~~which~~on ~~the~~a ~~Company~~stand-alone ~~deems~~basis, toevidence beof ~~when~~fair ~~all~~value of the ~~following~~separate ~~conditions~~elements ~~have~~exists ~~been~~and, ~~met:~~in ~~(i) the~~arrangements ~~equipment~~that ~~has~~include ~~been~~a ~~installed~~general ~~and~~right ~~(ii) receipt~~ of ~~the~~refund ~~written~~relative ~~customer~~to ~~acceptance~~the ~~certifying~~delivered ~~the~~element, ~~completion~~performance of ~~installation,~~the ~~provided~~undelivered ~~collectability~~element is ~~reasonably~~considered ~~assured. The~~probable ~~initial~~and ~~revenue~~substantially ~~recognized~~in ~~for~~its ~~sales-type~~control. ~~leases~~Fair ~~consists of the present~~ value ofis ~~future~~determined ~~payments~~principally ~~computed~~by atreference ~~the~~to ~~interest~~relevant ~~rate~~third-party ~~implicit~~evidence ~~in the lease. The determination~~ of ~~the~~ fair value. ofSuch ~~the~~third-party ~~leased~~information ~~equipment~~is ~~requires~~readily ~~judgment~~available ~~and~~since ~~can~~the ~~impact~~Company ~~the~~primarily ~~split~~sells ~~between~~products ~~revenue~~offered ~~and~~by ~~finance~~its ~~income~~vendors. ~~over~~The ~~the~~application ~~lease~~of ~~term.~~the ~~The~~appropriate ~~Company~~accounting ~~includes~~guidance ~~interest~~to ~~income~~the ~~from~~Company’s sales~~-type~~ ~~leases~~requires injudgment ~~its~~and ~~revenues~~is ~~based~~dependent onupon the ~~effective~~specific ~~interest~~transaction. ~~rate~~The ofCompany ~~its~~recognizes ~~lease~~revenues ~~agreements. As~~from ofthe ~~March~~sale ~~31,~~of ~~2012~~hardware ~~and~~products ~~2011,~~at the ~~amount~~time of ~~interest~~sale ~~income~~provided ~~included~~the asrevenue ~~part~~recognition ofcriteria ~~leases~~are ~~revenue~~met isand ~~$1,571~~any ~~and~~undelivered ~~$0,~~elements ~~respectively~~qualify for separation.

The Company sells equipment under capital lease arrangements. The Company uses the leases topic of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 840, “ Leases ”, to evaluate whether an arrangement is a capital or operating lease and to determine classification of capital leases as either sales-type or direct financing. For sales-type leases, the revenue allocated to the equipment is recognized when the lease term commences, which the Company deems to be when all of the following conditions have been met: (i) the equipment has been installed and (ii) receipt of the written customer acceptance certifying the completion of installation, provided collectability is reasonably assured. The initial revenue recognized for sales-type leases consists of the present value of future payments computed at the interest rate implicit in the lease. The determination of the fair value of the leased equipment requires judgment and can impact the split between revenue and finance income over the lease term. The Company includes interest income from sales-type leases in its revenues based on the effective interest rate of its lease agreements. As of June 30, 2012 and 2011, the amount of interest income included as part of leases revenue is $1,748 and $0, respectively.

The Company had entered into certain sales-type leases with customers, in which the underlying equipment was initially procured using a capital lease financing that restricted the Company from transferring title or ownership. In these situations, the Company has deferred revenue and costs related to the sales-type leases until the initial capital lease financing obligation was satisfied and/or title could be transferred.

In arrangements that include multiple elements, including software licenses, maintenance and/or professional services, the Company evaluates each element in a multiple-element arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered item has stand alone value and delivery of the undelivered element is probable and within our control. The Company determines the best estimate of selling price or ESP of each element in an arrangement based on a selling price hierarchy. ~~The~~of ~~best~~each ~~ESP for a~~ deliverable: (i) ~~is based on its~~ vendor -specific objective evidence orof ~~VSOE,~~selling ifprice ~~available~~(VSOE), ~~third~~(ii) third-party evidence of selling price (TPE), ifand ~~VSOE~~(iii) isbest ~~not~~estimate ~~available,~~of orselling ~~ESP,~~price if(BESP). Since ~~neither~~primarily ~~VSOE~~all ~~nor~~of ~~TPE~~our isunits ~~available~~of accounting we sell the deliverable separately, we determined VSOE generally exists. Total arrangement fees will be allocated to each element using the relative selling price method.

In situations where our solutions contain software that is more than incidental, revenue related to the software and software-related elements is recognized in accordance with authoritative guidance on software revenue recognition. For the software and software-related elements of such transactions, revenue is allocated based on the relative fair value of each element, and fair value is determined by VSOE. If we cannot objectively determine the fair value of any undelivered element included in such multiple-element arrangements, we defer revenue until all elements are delivered and services have been performed, or until fair value can objectively be determined for any remaining undelivered elements. When the fair value of a delivered element has not been established, but fair value exists for the undelivered elements, we use the residual method to recognize revenue. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is allocated to the delivered elements and is recognized as revenue.

If a tangible hardware systems product includes software, we determine whether the tangible hardware systems product and the software work together to deliver the product’s essential functionality and, if so, the entire product is treated as a nonsoftware deliverable. The total arrangement consideration is allocated to each separate unit of accounting for each of the nonsoftware deliverables using the relative selling prices of each unit based on the aforementioned selling price hierarchy. We limit the amount of revenue recognized for delivered elements to an amount that is not contingent upon future delivery of additional products or services or meeting of any specified performance conditions.

Consulting services revenue is recognized as the services are rendered. Revenues generated from fixed price arrangements are recognized using the proportional performance method, measured principally by the total labor hours incurred as a percentage of estimated total labor hours. For fixed price contracts when the current estimates of total contract revenue and contract cost indicate a loss, the estimated loss is recognized in the period the loss becomes evident. Consulting services rendered under time and materials contracts are billed at a set hourly rate. Project related expenses are passed through at cost to clients. Revenue from time and materials contracts are recognized as billed (clients are billed monthly) unless the project has a major deliverable(s) associated with it, in which case the revenue is deferred until the major deliverable(s) is provided.

Services revenue is recognized as the services are rendered. Project related expenses are passed through at cost to clients. Revenue from time and materials contracts are recognized as billed (clients are billed monthly) unless the project has a major deliverable(s) associated with it, in which case the revenue is deferred until the major deliverable(s) is provided.

The Company also generates revenue from it Bundled Service Agreements (“BSA”) and its events and sponsorships, both of which are less than 5% of consolidated revenues. BSAs are packages of services that clients subscribe to, typically on an annual contract basis. The Company hosts events such as conferences. These events include revenues from sponsorships and registration fees which are recognized in the month of the event.

Unbilled services are recorded for consulting services revenue recognized to date that has not yet been billed to customers. In general, amounts become billable upon the achievement of contractual milestones or in accordance with predetermined payment schedules. Unbilled services are generally billable to customers within one year from the respective balance sheet date.

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Revenue also consists of monthly fees for data center services and solutions including managed infrastructure and managed services and is included within “data center services and solutions” revenue in the accompanying consolidated statements of operations. Revenue from managed infrastructure and managed services is billed and recognized over the term of the contract which is generally one to five years. Installation fees associated with managed infrastructure and managed services revenue is billed at the time the installation service is provided and recognized over the estimated term of the related contract or customer relationship. Costs incurred related to installation are capitalized and amortized over the estimated term of the related contract or customer relationship

The Company’s deferred revenue consists of amounts received from or billed to clients in conjunction with maintenance contracts, time and material and fixed price contracts for which revenue is recognized over time or upon completion of contract deliverables and for sales type leases in which the underlying equipment was procured using a capital lease financing that restricts the ~~company~~Company from transferring title or ownership.

Shipping and handling costs associated with the shipment of goods are recorded as costs of revenues in the consolidated statements of operations.

Long-lived Assets

Property, equipment and definite lived intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell, and depreciation ceases.

The Company uses the non-amortization approach to account for purchased goodwill and certain intangibles. Under the non-amortization approach, goodwill and certain intangibles are not amortized into results of operations, but instead are reviewed for impairment at least annually and written down and charged to operations only in the periods in which the recorded values of goodwill or certain intangibles exceed their fair value. The Company has elected to perform its annual impairment test as of December 31 of each calendar year. An interim goodwill impairment test would be performed if an event occurs or circumstances change between annual tests that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

Business Combinations

The Company allocates the total cost of an acquisition to the underlying net assets based on their respective estimated fair values and recognize the identifiable assets acquired and liabilities assumed in accordance with business combination accounting standards. As part of the allocation process, we identify and attribute values and estimated useful lives to the intangible assets acquired. These determinations involve significant estimates and assumptions regarding multiple, highly subjective variables, including those with respect to future cash flows, discount rates, asset lives, and the use of different valuation models. We base our fair value estimates on assumptions we believe to be reasonable but are inherently uncertain. Depending on the purchase price of a particular acquisition as well as the mix of intangible assets acquired, our financial results could be materially impacted by the application of a different set of assumptions and estimates.

Recent Accounting Pronouncements

See Note 1 – Basis of Presentation and Description of Business.

Effects of Inflation

We generally have been able to price our contracts in a manner to accommodate the rates of inflation experienced in recent years, although we cannot be sure that we will be able to do so in the future.

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Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

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Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

We maintain "disclosure controls and procedures," as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and include without limitation controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management has evaluated the adequacy of its disclosure controls and procedures and has determined that consistent with its prior disclosures in its prior Form 10-K and Form 10-Q, disclosure controls and procedures were not effective as ~~at the end~~ of ~~the~~June ~~three months ended March 31~~30, 2012. The lack of effectiveness of the ~~company~~Company’s disclosure controls and procedures was due to a deficiency in sufficient expertise as of ~~March~~June 3130, 2012 among the ~~company~~Company’s accounting staff as well as a deficiency in its closing processes as it pertains to identifying all journal entries in the financial statement preparation process, as well as errors noted in the preparation of the financial statements. Management believes that these material weaknesses are primarily due to the need to continue integrating the Company’s recent acquisitions. The Company has recently hired a controller for its Brazilian operations with approximately 20 years’ experience with a Big Four accounting firm, to strengthen its accounting staff. Additionally, the Company has ~~retained~~recently anhired ~~additional~~a ~~accounting~~controller ~~consultant~~for tothe ~~provide~~US operations with approximately 15 years of corporate and Big Four accounting ~~strength~~firm inexperience, to strengthen its USaccounting ~~operations~~staff.

We intend to devote resources to remediate any deficiencies we have discovered and improve our internal control over financial reporting and we believe that these key additions will help mitigate and eventually remediate the material weaknesses described above. Our management intends to develop a plan to correct the primary issues that led to this material weakness by implementing additional review and reconciliation procedures. We cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future.

Notwithstanding the foregoing, we believe that the accompanying financial statements presented in this Form 10-Q fairly present our financial condition and results of operations for the periods indicated in all material respects.

(b) Changes in internal controls

During our fiscal quarter ended ~~March~~June 3130, 2012, there were changes in our internal control over financial reporting that could have a material effect on , or are reasonably likely to materially affect, our internal control over financial reporting. The Company has recently hired a new controller, an accounting consultant and a tax manager to help drive implementation of controls and procedures in the Company.

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PART II – OTHER INFORMATION

(Dollar amounts in thousands)

Item 1. Legal Proceedings

~~None~~On December 16, 2010, Empresa Brasileira de Correios e Telégrafos – ECT, an administrative body commenced an action against several parties including Cimcorp, the Company’s subsidiary, for alleged bidding irregularities. The action arose out an investigation by local authorities into certain bids for projects. The report of the administrative proceeding alleged that Cimcorp may have acted in collusion with other companies to manipulate the bidding price for certain projects. On July 27, 2011, the Brazilian Post office authority imposed a suspension of the right of Cimcorp to contract with the Empresa Brasileira de Correios e Telégrafos - ECT for a period of five years (maximum penalty provided by law 8,666/93). Cimcorp has administratively appealed the penalty, which is pending judgment.

On January 27, 2012, a public civil suit was filed by the Federal Public Prosecutor’s Office related to the same matter. The suit, filed in the Federal Court of Distrito Federal and being processed at the 4th Federal Court of Distrito Federal against Cimcorp and several other defendants. The suit requests the reimbursement of $1,640 (equivalent to R$2,860), application of a fine in the amount of $3,280 (equivalent to R$5,720) and prohibition on contracting with the Public Administration for a term of five years. No preliminary relief was requested by the Federal Public Prosecutor’s Office. The term for filing of a defense has not yet started to elapse. The Company intends to vigorously defend this action.

Item 1A. Risk Factors

Not applicable.

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

On March 20, 2012, the Company issued 72,858 common shares to its ~~Board~~board of ~~Directors~~directors as compensation and 4,300 common shares to Ansacha Capital for services rendered. ~~In March 2012, the Company raised $700,000 by issuing 311,000 shares of the Company’s common stock and 311,000 warrants exercisable at $3.15 per share.~~

On April 20, 2012, the Company issued 10,000 common shares to Sichenzia Ross Friedman Ference, LLP, the Company’s counsel for services rendered.

The Company relied on an exemption pursuant to Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended in connection with the foregoing issuances.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On May 14, 2012, we entered into a Note Exchange Agreement with each of Knox Lawrence, Inc. (“KLI”) and Quotidian Capital, LLC (“Quotidian”) for the conversion of 60% of the outstanding balance, including accrued interest, of certain notes issued to KLI and Quotidian in August 2011, at a conversion price of $1.50. Pursuant to the note exchange agreements with each of KLI and Quotidian, the Company will issue, 402,819 and 279,918 shares of its common stock to KLI and Quotidian, respectively. After giving effect to the conversion, effective May 1, 2012, the outstanding balance of the Notes held by KLI and Quotidian is approximately $402,819 and $279,918 respectively. Nana Baffour, our CEO and Johnson Kachidza, our President are managing principals of KLI and Quotidian.None

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Item 6. Exhibits

(a) Exhibits

Exhibit Number	Description of Exhibit

10.1	Settlement Agreement and Release dated as of April 6, 2011 between Midas Medici Group Holdings, Inc. and Knox Lawrence International, LLC
10.2	Lease Agreement (Charlotte, NC Office) and amendments
10.3	Agreement between Cimcorp Comercio Internacional E Informatica S.A. and Dell Computadores Do Brasil LTDA. dated March 10, 2009
10.4	Amendment No. 3 to Stock Purchase Agreement dated as of July 17, 2012, among Midas Medici Group Holdings, Inc., Cairene Investments, Ltd., Cimcorp, Inc., Cimcorp Comércio Internacional E Informática S.A., Cimcorp Comércio E Serviços Tecnológicos E Informática Ltda., Cimcorp USA, LLC and the selling shareholders (Incorporated by reference to Form 8-K filed by the Company on July 23, 2012).
31.1	Certifications of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
31.2	Certifications of Principal Financial and Accounting Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
32.1	Certifications of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certifications of Principal and Accounting Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-101.INS	XBRL INSTANCE DOCUMENT
EX-101.SCH	XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.DEF	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
EX-101.LAB	XBRL TAXONOMY EXTENSION LABELS LINKBASE
EX-101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

Exhibit Number	Description of Exhibit
10.1	Lease Agreement between Park Avenue Properties Associates, LLC and Knox Lawrence, International, LLC and Midas Medici Group Holdings, Inc. – New York, NY
10.2	Contract of Non-residential Property between Leos Srpek and Utilipoint s.r.o- Brno
10.3	Lease Agreement between Crescent Resources, Inc. and Strategic Technologies, Inc. – Cary, NC
10.4	Sublease Contract – Salvador, Brazil
10.5	Non-Residential Lease Agreement –Belo Horizonte, Brazil
10.6	Private Instrument of Commercial Lease Agreement between Empreendimentos E Participações Villaverde S/C Ltda. and Cimcorp Comércio Internacional E Informática Ltda – São Paulo, Brazil
10.7	Commercial Property Rental Agreement – Vitoria, Brazil
10.8	Non-Residential Lease Contract – Rio de Janeiro, Brazil
10.9	Fifth Amendment to Lease between 600 Uptown Plaza Partners, LLC and Utilipoint International – Albuquerque, NM
31.1	Certifications of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
31.2	Certifications of Principal Financial and Accounting Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
32.1	Certifications of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certifications of Principal and Accounting Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-101.INS	XBRL INSTANCE DOCUMENT
EX-101.SCH	XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.DEF	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
EX-101.LAB	XBRL TAXONOMY EXTENSION LABELS LINKBASE
EX-101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

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SIGNATURES

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

	Midas Medici Group Holdings, Inc.
May 17, 2012	By:	/s/ Nana Baffour
Date: August 16, 2012	By:	/s/ Nana Baffour
		Nana Baffour
		Chief Executive Officer (Principal Executive Officer)
		/s/ Johnson Kachidza
		Johnson Kachidza
		Chief Financial Officer (Principal Financial and Accounting Officer)

Date: August 16, 2012	By:	/s/ Johnson Kachidza
		Johnson Kachidza
		Chief Financial Officer (Principal Financial Officer and Accounting Officer)

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Filing Compare · Midas Medici Group Holdings, Inc.