UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2015~~2016

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

For the transition period from _______ to _______

Commission File Number: 000-52601

BIO-AMD, INC.

(Exact name of registrant as specified in its charter)

Nevada	20-5242826
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

~~Daresbury~~Sci-Tech ~~Innovation Centre~~Daresbury, Keckwick Lane, Daresbury, ~~Cheshire~~ WA4 4FS, UK

(Address of principal executive offices)

+ 44 (0) 8445 861910

(Registrant’s telephone number, including area code)

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

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x☒ No ¨☐

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

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

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

There were 45,975,966 shares of the issuer’s common stock outstanding as of ~~November~~May 611, ~~2015~~2016.

Table of Contents

BIO-AMD, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2015~~2016

TABLE OF CONTENTS

		PAGE
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1614
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2622
Item 4.	Controls and Procedures	2723
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2824
Item 1A.	Risk Factors	2824
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2824
Item 3.	Defaults Upon Senior Securities	2824
Item 4.	Mine Safety Disclosures	2824
Item 5.	Other Information	2824
Item 6.	Exhibits	2824
	SIGNATURES	2925

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

	PAGE
Condensed Consolidated Balance Sheets as of September 30, 2015 (unaudited) and December 31, 2014	4
Condensed Consolidated Balance Sheets as of March 31, 2016 (unaudited) and December 31, 2015	4
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine month periods ended September 30, 2015 and 2014 (unaudited)	5
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three month periods ended March 31, 2016 and 2015 (unaudited)	5
Condensed Consolidated Statement of Equity for the nine months ended September 30, 2015 (unaudited)	6
Condensed Consolidated Statement of Equity for the three month period ended March 31, 2016 (unaudited)	6
Condensed Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2015 and 2014 (unaudited)	7
Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2016 and 2015 (unaudited)	7
Notes to Condensed Consolidated Financial Statements (unaudited)	8

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Bio-AMD, INC. ~~AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2015			2014
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	765,508		$	717,144
Prepaid expenses		35,942			9,556
Value added tax and other receivables		13,090			24,063
Deferred charges		528,785			-
Total Current Assets		1,343,325			750,763
Property and equipment, net		270			277
Security deposits and other assets		153,718			132,671
Total Assets	$	1,497,313		$	883,711
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	104,197		$	30,320
Accrued expenses		2,320			10,010
Taxation and social security		19,362			9,980
Deferred revenue		973,646			-
Total Current Liabilities		1,099,525			50,310
Total Liabilities		1,099,525			50,310
Commitments and contingencies		-			-
Equity:
Bio-AMD, Inc. Stockholders' Equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2015 and December 31, 2014		-			-
Common stock, $0.001 par value, 500,000,000 shares authorized, 45,975,966 and 44,525,966 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively		45,976			44,526
Additional Paid-in Capital		42,584,205			42,329,451
Accumulated other comprehensive income - foreign currency translation adjustment		83,308			102,589
Accumulated deficit		(41,172,468	)		(40,504,433	)
Total Bio-AMD, Inc. Stockholders' Equity		1,541,021			1,972,133
Non-controlling interest		(1,143,233	)		(1,138,732	)
Total Equity		397,788			833,401
Total Liabilities and Equity	$	1,497,313		$	883,711

EXPRESSED IN US DOLLARS

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

	March 31, 2016 $			December 31, 2015 $
	(unaudited)

ASSETS

Cash		188,811			437,400
Amounts receivable		7,706			12,972
Prepaid expenses		15,501			12,251
Deferred charges (Note 5)		684,406			645,534

Total Current Assets		896,424			1,108,157

Property and equipment, net		152			157
Patents (Note 3)		174,810			165,848

Total Assets		1,071,386			1,274,162

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts payable		52,707			62,149
Accrued liabilities		29,742			23,239
Other liabilities		826			17,316
Deferred revenue (Note 5)		922,536			950,402

Total Liabilities		1,005,811			1,053,106

Nature of Operations and Continuance of Business (Note 1)
Subsequent Event (Note 7)

Stockholders’ Equity

Preferred stock, 10,000,000 shares authorized, $0.001 par value, Nil shares issued and outstanding		–			–

Common stock, 500,000,000 shares authorized, $0.001 par value, 45,975,966 shares issued and outstanding		45,976			45,976

Additional paid-in capital		42,589,759			42,589,759

Accumulated other comprehensive income		64,391			73,243

Deficit		(41,477,123	)		(41,331,858	)

Total Bio-AMD, Inc. Stockholders’ Equity		1,223, 003			1,377,120

Non-controlling interest		(1,157,428	)		(1,156,064	)

Total Stockholders’ Equity		65,575			221,056

Total Liabilities and Stockholders’ Equity		1,071,386			1,274,162

(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)

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Bio-AMD, INC. ~~AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

EXPRESSED IN US DOLLARS

(Unaudited)

	For the three months						For the nine months
	Three Months Ended March 31, 2016 $			Three Months Ended March 31, 2015 $
	ended September 30,						ended September 30,
Expenses
	2015			2014			2015			2014
Selling, general, and administrative charges (Note 4)		153,747			223,633
Revenue	$	-		$	-		$	-		$	-
Total operating expenses		153,747			223,633
Operating expenses:
Net loss before other income		(153,747	)		(223,633	)
Selling, general and administrative charges		160,781			307,222			739,277			868,497
Other income
Total operating expense		160,781			307,222			739,277			868,497
Interest and other income		472			793
Operating loss		(160,781	)		(307,222	)		(739,277	)		(868,497	)
Net loss		(153,275	)		(222,840	)
Other income:
Net loss attributable to the non-controlling interest		4,664			6,052
Grant income		77,872						77,872
Subsidiary preferred dividend attributable to the non-controlling interest		3,346			5,871
Interest and other income		668			1,259			2,192			4,316
Net loss attributable to Bio-AMD, Inc. common shareholders		(145,265	)		(210,917	)
Loss from operations, before provision for income taxes		(82,241	)		(305,963	)		(659,213	)		(864,181	)
Comprehensive loss
Provision for income tax		-			-			-			-
Net loss		(153,275	)		(222,840	)
Net loss		(82,241	)		(305,963	)		(659,213	)		(864,181	)
Foreign currency translation adjustment		(2,206	)		(29,277	)
Net income/(loss) attributable to the non-controlling interest		22,376			(46,964	)		8,822			(109,419	)
Total other comprehensive loss		(155,481	)		(252,117	)
Subsidiary preferred dividend attributable to the non-controlling interest		(5,694	)		(5,942	)		(18,204	)		(19,495	)
Comprehensive loss attributable to the non-controlling interest		(1,982	)		(3,506	)
Net loss attributable to Bio-AMD, Inc. Common Shareholders	$	(98,923	)	$	(253,057	)	$	(649,831	)	$	(735,267	)
Comprehensive loss attributable to Bio-AMD, Inc. common shareholders		(157,463	)		(255,623	)
Net loss per common share attributable to Bio-AMD, Inc. common shareholders - basic	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Net loss per share, basic and diluted		(0.00	)		(0.00	)
Net loss per common share attributable to Bio-AMD, Inc. common shareholders - diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Weighted average number of shares outstanding		45,975,966			45,975,966
Weighted average number of common shares outstanding - basic		45,975,966			44,525,966			45,266,425			44,525,966
Weighted average number of common shares outstanding - diluted		45,975,966			44,525,966			45,266,425			44,525,966
Comprehensive Loss:
Net loss	$	(82,241	)	$	(305,963	)	$	(659,213	)	$	(864,181	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of tax		(11,525	)		(54,325	)		(14,400	)		(3,737	)
Total other comprehensive loss, net of tax		(93,766	)		(360,288	)		(673,613	)		(867,918	)
Comprehensive (income)/loss attributable to the non-controlling interest		(30,186	)		39,900			(13,702	)		105,556
Comprehensive loss attributable to the Bio-AMD Inc. Common Shareholders	$	(123,952	)	$	(320,388	)	$	(687,315	)	$	(762,362	)

(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.)

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Bio-AMD, INC. ~~AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

FOR THE ~~NINE~~THREE ~~MONTHS~~MONTH PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2015~~2016

EXPRESSED IN US DOLLARS

(Unaudited)

										Accumulated
	Common stock				Additional Paid-in		Accumulated Other Comprehensive						Non-controlling			Stockholders’ Equity
										Other
	Shares #		Amount $		Capital $		Income $			Deficit $			Interest $			(Deficit) $
	Common Stock				Additional		Accumulated			Comprehensive			Noncontrolling			Total
Balance, December 31, 2015		45,975,966		45,976		42,589,759		73,243			(41,331,858	)		(1,156,064	)		221,056
	Shares		Amount		Paid-in Capital		Deficit			Income			Interest			Equity
Comprehensive loss		–		–		–		(8,852	)		–			6,646			(2,206	)
Balance at December 31, 2014		44,525,966	$	44,526	$	42,329,451	$	(40,504,433	)	$	102,589		$	(1,138,732	)	$	833,401
Net loss		–		–		–		–			(145,265	)		(8,010	)		(153,275	)
Issuance of shares for prepaid services		300,000		300		53,700		-			-			-			54,000
Balance, March 31, 2016		49,975,966		45,976		42,589,759		64,391			(41,477,123	)		(1,157,428	)		65,575
Issuance of shares for services		1,150,000		1,150		182,850		-			-			-			184,000
Comprehensive loss		-		-		-		-			(19,281	)		4,881			(14,400	)
Subsidiary preferred dividend		-		-		18,204		-			-			(18,204	)		-
Net loss		-		-		-		(668,035	)		-			8,822			(659,213	)
Balance at September 30, 2015		45,975,966	$	45,976	$	42,584,205	$	(41,172,468	)	$	83,308		$	(1,143,233	)	$	397,788

(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.)

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Bio-AMD, INC. ~~AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

EXPRESSED IN US DOLLARS

(Unaudited)

	For the nine months ended September 30,
	Three Months Ended March 31, 2016 $			Three Months Ended March 31, 2015 $
	2015			2014
Operating Activities
Cash flows from operating activities:
Net loss		(153,275	)		(222,840	)
Net loss	$	(659,213	)	$	(864,181	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:
Amortization of prepaid stock based fees		–			9,000
Amortization of prepaid stock based fees		39,000			-
Stock based consulting fees		184,000			-
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(11,456	)		(5,862	)
Amounts receivable		5,266			(16,352	)
Sales tax and other receivable		10,523			38,702
Prepaid expenses		(3,031	)		291
Deferred charges		(~~534~~38,~~295~~872	)		-(247,789	)
Security deposit and other assets		(24,443	)		(13,917	)
Accounts payable		(9,442	)		110,820
Accounts payable		67,689			(36,510	)
Accrued liabilities		6,503			–
Taxation and social security payable		9,717			4,467
Other liabilities		(16,490	)		1,214
Deferred revenue		~~983,790~~–			-973,053
Total Adjustments		724,525			(13,120	)
Net Cash Provided By (Used In) Operating Activities		(209,341	)		607,397
Net cash provided by (used in) operating activities		65,312			(877,301	)
Investing Activities
Cash flows from investing activities:		-			-
Patent expenditures		(9,181	)		(10,680	)
Cash flows from financing activities:		-			-
Net Cash Used in Investing Activities		(9,181	)		(10,680	)
Effects of exchange rate changes on cash		(16,948	)		(2,334	)
Effect of Foreign Exchange Rate Changes on Cash		(30,067	)		(40,931	)
Net increase (decrease) in cash and cash equivalents		48,364			(879,635	)
Change in Cash		(248,589	)		555,786
Cash and cash equivalents, beginning of period		717,144			1,921,895
Cash, Beginning of the Period		437,400			717,144
Cash and cash equivalents, end of period	$	765,508		$	1,042,260
Cash, End of the Period		188,811			1,272,930
Supplementary disclosure of cash flow information:
Non-cash Investing and Financing Activities:
Cash paid during the period for:
Common stock issued for prepaid services		–			54,000
Interest	$	-		$	-
Supplemental Disclosures:
Income tax	$	-		$	-
Interest paid		–			–
Supplemental schedule of non-cash investing and financing activities:
Income taxes paid		–			–
Common stock issued for prepaid services	$	54,000		$	-

(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.)

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Bio -AMD, Inc. ~~and Subsidiaries~~

Notes to Unaudited Condensed Consolidated Financial Statements

~~September~~March 3031, ~~2015~~2016

~~Note~~(Expressed 1in -US ~~Nature of Operations and Going Concern~~dollars)

Note 1 – Nature of Operations and Continuance of Business

General

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “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.

In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the consolidated financial position as of ~~September~~March 3031, ~~2015~~2016 and the results of operations and cash flows for the three ~~and nine~~ month periods ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015. The financial data and other information disclosed in the notes to the interim condensed consolidated financial statements related to these periods are unaudited. The results for the ~~nine~~three month period ended ~~September~~March 3031, ~~2015~~2016 are not necessarily indicative of the results to be expected for any subsequent quarter or the entire year ending December 31, ~~2015~~2016.

These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto for the year ended December 31, ~~2014~~2015, included in the Company’s annual report on Form 10-K filed with the SEC on March 30, ~~2015~~2016.

The condensed consolidated financial statements as of December 31, 2014 have been derived from the audited consolidated financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America.

Nature of Operations

Bio-AMD, Inc. (“Bio-AMD” the “Company”, “we”, “us”, “our”) (formerly known as Flex Fuels Energy, Inc. and Malibu Minerals, Inc.) was incorporated in the State of Nevada on March 10, 2006 to engage in the business of exploration and discovery of gold, minerals, mineral deposits and reserves.

On April 15, 2011, we entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which we merged with our newly formed, wholly owned subsidiary, Bio-AMD, Inc., a Nevada corporation ("Merger Sub" and such merger transaction, the "Merger"). Upon the consummation of the Merger, the separate existence of Merger Sub ceased and shareholders of the Company became shareholders of the surviving company named Bio-AMD, Inc. As permitted by Chapter 92A.180 of Nevada Revised Statutes, the sole purpose of the Merger was to effect a change of our name to Bio-AMD, Inc. to better reflect our core business area. Upon the filing of Articles of Merger (the "Articles of Merger") with the Secretary of State of Nevada on April 15, 2011 to effect the Merger, our Articles of Incorporation were deemed amended to reflect the change in our corporate name. We are quoted on OTC Markets and the OTC Bulletin Board under the symbol “BIAD”.

During the fourth quarter of our 2006 fiscal year, for the purpose of diversifying our business, acquiring capital, gaining greater access to the capital markets and with the assistance of newly acquired capital, we entered into an Agreement with Flex Fuels Energy Limited (“FFE Ltd”) and the stockholders of FFE Ltd ~~and~~by which FFE Ltd became our wholly-owned subsidiary effective on May 29, 2007. FFE Ltd ~~was~~ engaged in the development of the business of manufacturing and distributing Oil Seed Rape (“OSR”) products.

Effective September 5, 2009, after having carefully evaluated all options, we determined to abandon our proposed oil seed business, as we no longer considered the business to be economically viable on either a go alone or partnered basis. The proposed project initiated by prior management ~~involving~~involved ~~the~~building ~~establishment of~~ an oil seed crushing plant at Cardiff, Wales ~~by our wholly owned subsidiary, FFE Ltd,~~ was compromised by ~~constant~~ delays, sub-optional design and substantial legal costs. We were unable to raise the ~~approximately~~necessary ~~$123~~financing,~~000,000~~ ~~needed for maximum project efficiency,~~ to locate a project partner, or to divest our interest in the project for value. Accordingly, we determined that our best course of action was to preserve value by winding down the oil seed operations of FFE Ltd.~~, which we have done on an orderly basis.~~

~~FFE~~From ~~Ltd~~our inception through the date of these consolidated financial statements, we have not generated any revenues and have incurred significant expenses. ~~was~~The ~~formally~~Company ~~dissolved~~intends into ~~February~~fund ~~2011;~~its development of the ~~final~~currency ~~winding~~risk ~~down~~technology, ~~accounting~~diagnostic ~~transactions~~technology ~~took~~and ~~place~~on-going operations through equity and/or debt financing arrangements. However, there can be no assurance that these arrangements will be sufficient to fund its ongoing capital expenditures, working capital, and other cash requirements. Consequently, our operations are subject to all the risks and uncertainties inherent in ~~May~~the ~~2011~~establishment of a new business enterprise.

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From our inception through the date of these unaudited condensed consolidated financial statements, we have not generated any revenues and have incurred significant expenses. The Company intends to fund its development of the currency risk technology, diagnostic technology and on-going operations through equity and/or debt financing arrangements. However, there can be no assurance that these arrangements will be sufficient to fund its ongoing capital expenditures, working capital, and other cash requirements. Consequently, our operations are subject to all the risks and uncertainties inherent in the establishment of a new business enterprise.

WOCU Limited Acquisition

On May 1, 2009, we entered into an Investment Agreement (the “Investment Agreement”) with WDX Organisation Limited, a corporation incorporated under the laws of England and Wales, and the founding shareholders of WDX Organisation Limited (the “Founders”), the owners of all of the issued and outstanding shares of WDX Organisation Limited. On the same date, we entered into a related Loan Agreement (the “Loan Agreement”) and a related Option and Funding Agreement (the “Funding Agreement”) with WDX Organisation Limited. The Investment Agreement, Loan Agreement and Funding Agreement are hereinafter collectively referred to as the “Agreements”. Pursuant to the Agreements, we acquired 51% ownership of WDX Organisation Limited. WDX Organisation Limited changed its name to WOCU Limited (“WL”) effective January 29, 2013.

WL is the developer of the WOCU technology, an algorithm and system of providing reference data for its WOCU global currency unit, designed to mitigate currency risk. On August 14, 2009, we provided a further £150,000 (approximately $247,800) to WL by way of a loan and have exercised certain call options. On November 20, 2009 we loaned an additional £150,000 (approximately $249,840) to WL and increased our equity position in WL. ~~Altogether, these transactions have resulted in a total loan of £450,000 (approximately $717,000) to~~ WL ~~and the ownership of 75.66% of WL by the Company, as at the fiscal year ended December 31, 2009. WL~~ has been working to develop contracts with a variety of banks, currency exchange networks, data providers and derivative exchanges in an effort to commercialize its WOCU technology through licensing agreements.

On March 8, 2010, we loaned an additional £150,000 (approximately $224,055) to WL and executed certain call options to further increase our equity position in WL. The loans were the result of our ongoing investment in WL as contemplated by our May 1, 2009 Investment Agreement with WL.

Altogether, these transactions resulted in a total loan of £600,000 (approximately $904,000) to WL and the ownership of 93% of WL by the Company on March 8, 2010.

On July 23, 2010, we entered into a Subscription Agreement with WL and the founders of WL under which we purchased 500,000 preference shares of WL (the “Preference Shares”) at a price of one British Pound per share (approximately $750,000). The Preference Shares earn in priority to any other class of stock of WL, a cumulative dividend equal to 5% of the subscription price of such Preference Shares per annum. These Preference Shares carry a preference over all other classes of WL stock in the event of a sale, liquidation or listing of WL. Upon liquidation, sale or listing and after repayment of the outstanding loans made by us to WL, other liabilities of WL and related transaction costs, the holder of the Preference Shares is entitled to a payment equal to three times the subscription price (the “Preference Shares Payment”) paid for such Preference Shares. The Preference Shares are redeemable upon a sale, listing or winding down of WL.

The Subscription Agreement also provided for WL to allot up to an aggregate of 16,900 C Ordinary Shares of WL to employees, directors and consultants of WL to secure their continued service to WL and incentivize them in the performance thereof. An aggregate of 14,061 C Ordinary Shares were issued, for nominal consideration, to three employees and Robert Galvin, our Chief Financial Officer on July 23, 2010. The issuance of the 14,061 C Ordinary Shares reduced our ownership in WL from 93% to 77.54%.

Effective June 30, 2011, WL agreed with all three of its employees to terminate existing employment agreements so as to reduce the monthly cash outflows. As a result of the termination of employment contracts and in accordance with the WL Articles of Association terminated employees gave up 9,243 C Ordinary Shares. This increased our ownership in WL to 87.13%.

During November 2011, we loaned an additional £50,000 (approximately $77,000) to WL as a short-term unsecured intercompany loan. On July 12, 2012 it was agreed that this loan would be settled through the issuance ~~to us~~ of 5,000,000 ~~ordinary~~common shares, increasing our ownership in WL to 99.81%.

Since January 2013, the Company has provided further advances totaling £~~193~~194,000 (approximately $~~312~~279,~~650~~000) into WL to fund its operations based on the prospective pipeline of opportunities that have been generated.

ToAs ~~date~~at March 31, 2016, there were no commercial agreements in place, and no revenues had been generated by WL.

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Bio-AMD Holdings Limited Acquisition

On February 25, 2010, we entered into a Subscription and Shareholders Agreement with Bio-AMD Holdings Limited (“Bio-AMD Holdings”), a United Kingdom company, and the managers of Bio-AMD Holdings, under which we acquired a 63% interest in Bio-AMD Holdings for £865,000 British Pounds (approximately $1,335,000) through the purchase of preferred shares. The preferred shares accrue dividends at the rate of 5% per year and provide for a preference in liquidation equal to £865,000, plus accrued unpaid dividends (the preference on a sale is £850,000, plus accrued and unpaid dividends). Bio-AMD Holdings is a development stage company, formed in February 2010, which, through its operating subsidiary, Bio Alternative Medical Devices Ltd. (“Bio-Medical”), principally operates in the Medical Point of Care (“POC”) diagnostic space. Where context requires, reference to Bio-AMD Holdings also includes reference to Bio-Medical. Bio-AMD Holdings owns a portfolio of patent applications on technologies, which it expects to enable it to develop highly accurate, low cost, hand held electronic diagnostic devices capable of reading certain third party assays. Since 2010 Bio-AMD Holdings has been developing its technology into three initial product types (1) a digital strip reader targeted initially into the “over the counter” female well being market (including digital pregnancy, ovulation and fertility testing, (2) a blood coagulation device and (3) early stage development work into a POC immunoassay detection system based on magnetic nanoparticle manipulation. In addition, Bio-AMD Holdings is working to develop various commercial relationships with manufacturers, bio-chemistry companies and sales distributions partners to enable commercialization of its products through licensing agreements.

OnSince ~~February~~January 252014, ~~2010,~~the weCompany ~~entered~~has ~~into~~provided aadditional ~~Subscription~~working ~~and~~capital ~~Shareholders~~by ~~Agreement~~way ~~with Bio-AMD Holdings Limited (“Bio-AMD Holdings”), a United Kingdom company, and the managers~~ of ~~Bio-AMD~~cash ~~Holdings,~~injections ~~under~~via ~~which~~intercompany weloans ~~acquired~~amounting ato ~~63% interest in Bio-AMD Holdings for~~ £~~865~~100,000 ~~British Pounds~~ (approximately $1143,~~335,~~000) ~~through the purchase of preferred shares. The preferred shares accrue dividends at the rate of 5% per year and provide for a preference in liquidation equal~~ to ~~£865,000, plus accrued unpaid dividends (the preference on a sale is £850,000, plus accrued and unpaid dividends).~~ Bio-AMD Holdings is a development stage company, formed in February 2010, which, through its operating subsidiary, Bio Alternative Medical Devices Ltd. (“Bio-Medical”), principally operates in the Medical Point of Care (“POC”) diagnostic space. Where context requires, reference to ~~Bio-AMD~~further ~~Holdings~~fund ~~also includes reference to Bio-Medical~~operations. ~~Bio-AMD~~These ~~Holdings~~loans ~~owns~~are asecured ~~portfolio~~against ofthe ~~patent~~assets ~~applications on technologies, which it expects to enable it to develop highly accurate, low cost, hand held electronic diagnostic devices capable~~ of ~~reading certain third party assays. Since 2010~~ Bio-AMD Holdings ~~has~~and ~~been developing~~ its ~~technology~~wholly ~~into~~owned ~~three~~operating ~~initial product types 1) a digital strip reader targeted initially into the “over the counter” female wellbeing market (including digital pregnancy~~subsidiary, ~~ovulation and fertility testing, 2) a blood coagulation device and 3) early stage development work into a POC immunoassay detection system based on magnetic nanoparticle manipulation. In addition,~~ Bio-AMD Holdings is working to develop various commercial relationships with manufacturers, bio-chemistry companies and sales distributions partners to enable commercialization of its products through licensing agreementsMedical.

~~Since~~Bio-AMD, ~~January~~Inc., ~~2014~~WL, ~~the~~a ~~Company~~majority-owned ~~has provided additional working capital by way of cash injections via intercompany loans amounting to £150~~subsidiary,~~000~~ ~~(approximately~~and ~~$256,000) to~~ Bio-AMD Holdings, toa ~~further~~majority-owned ~~fund~~subsidiary, ~~operations. These loans~~ are ~~secured~~hereafter ~~against~~collectively ~~the~~referred ~~assets~~to ofas “Bio-AMD”, ~~Holdings~~“we”, ~~and~~“us”, ~~its~~“our” ~~wholly~~or, ~~owned~~the ~~operating subsidiary Bio Alternative Medical Devices Ltd~~“Company”.

To date, no revenues had been generated by Bio-AMD Holdings.

Bio-AMD, Inc., WL, a majority-owned subsidiary, Bio-AMD Holdings, a majority-owned subsidiary, and FFE Ltd. (dissolved in 2011), are hereafter collectively referred to as “Bio-AMD”, “we”, “us”, “our” or, the “Company”.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not commenced its planned principal operations. As shown in the accompanying unaudited condensed consolidated financial statements, the Company has not generated any revenue and has incurred recurring losses through ~~September~~March 3031, ~~2015~~2016. Additionally, the Company has recurring negative cash flows from operations and has an accumulated deficit of $41,~~172~~477,~~468~~123 and a working capital deficit of $109,387 as at ~~September~~March 3031, ~~2015~~2016. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue its existence is dependent upon commencing its planned operations, management’s ability to develop and achieve profitable operations and/or upon obtaining additional financing to carry out its planned business. The Company intends to fund its development of the currency risk technology, diagnostic technology and on-going operations through equity and debt financing arrangements. However, there can be no assurance that these arrangements will be sufficient to fund its ongoing capital expenditures, working capital, and other cash requirements. The outcome of these matters cannot be predicted at this time.

There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all. In the event we are unable to continue as a going concern, we may elect or be required to seek protection from our creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has not considered this alternative, nor does management view it as a likely occurrence.

The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

10Note 2 – Summary of Significant Accounting Policies

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Note 2 - Summary of Significant Accounting Policies

Use of estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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Principles of consolidation

The unaudited condensed consolidated financial statements include the accounts of Bio-AMD, Inc., WOCU Limited (a 99.81% owned subsidiary as of ~~September~~March 3031, ~~2015~~2016) and Bio-AMD Holdings Limited (a 63% owned subsidiary as of ~~September~~March 3031, ~~2015~~2016), along with Bio-AMD Holdings Limited’s wholly owned subsidiary, Bio-Medical. All significant intercompany transactions and balances have been eliminated in consolidation.

The 0.19% third party ownership of WL and 37% third party ownership of Bio-AMD Holdings ~~at September 30, 2015 and December 31, 2014~~ is recorded as non-controlling interests in the unaudited condensed consolidated financial statements.

Patents

Patents are stated at cost less accumulated amortization and are comprised of patent applications on technologies which the Company expects to enable it to develop highly accurate, low cost, hand held electronic diagnostic devices capable of reading third party assays. The patents are amortized straight-line over 17 years or over the estimated useful life.

Revenue Recognition

The Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement exists, no significant Company obligations remain, collection of the related receivable is reasonably assured, and the fees are fixed or determinable. The Company acts as a principal in its revenue transactions as ~~the~~it ~~Company~~ is the primary obligor in the transactions.

Deferred Revenue and Deferred Costs

The Company defers revenue on contracts which contain a performance commitment until such time as the services have been completed and no significant Company obligations remain.

The costs associated with contracts for which revenue is deferred, including personnel costs and incremental contract costs, are initially capitalized as deferred costs. Subsequently these costs are recognized as a component of cost of revenue when the associated revenue is recognized.

Foreign currency translation

The Company’s reporting and functional currency is US Dollars. The accounts of the Company’s 99.81% owned subsidiary, WL, and its 63% owned subsidiary, Bio-AMD Holdings, and Bio-AMD Holdings Limited’s wholly owned subsidiary, Bio-Medical are maintained using the local currency (Great British Pounds) as the functional currency. All assets and liabilities are translated into ~~U.S.~~US Dollars at the balance sheet date, equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are ~~deferred~~recorded as ~~a separate component of stockholders’ equity, captioned as~~ accumulated other comprehensive ~~(loss) gain~~income. Transaction gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the unaudited condensed consolidated statements of operations.

The relevant translation rates are as follows: For the ~~nine~~three month period ended ~~September~~March 3031, ~~2015~~2016 closing rate at 1.~~5164~~4368 US$:GBP, average rate at 1.~~5322~~4324 US$:GBP and for the ~~nine~~three month period ended ~~September~~March 3031, ~~2014~~2015 closing rate at 1.~~6239~~4834 US$:GBP, average rate at 1.~~6693~~5155 US$:GBP.

Recently Issued Accounting Standards

In ~~April~~February 2015, the ~~Financial Accounting Standards Board ("~~FASB") issued ~~Accounting Standards Update (“~~ASU”) No. 2015-0302, ~~Interest~~Consolidation ~~- Imputation of Interest~~ (~~Subtopic~~Topic ~~835-30~~810): ~~Simplifying~~Amendments to the ~~Presentation~~Consolidation ofAnalysis, ~~Debt~~which ~~Issuance~~is ~~Costs.~~intended ~~The~~to ~~amendments~~improve intargeted ~~this~~areas ~~ASU~~of ~~require~~consolidation ~~that~~guidance ~~debt~~for ~~issuance~~legal ~~costs~~entities ~~related~~such toas alimited ~~recognized~~partnerships, ~~debt~~limited liability becorporations, ~~presented~~and insecuritization ~~the~~structures ~~balance~~(collateralized ~~sheet~~debt asobligations, acollateralized ~~direct~~loan ~~deduction~~obligations, ~~from~~and mortgage-backed security transactions). The ASU focuses on the ~~carrying~~consolidation ~~amount~~evaluation offor reporting organizations that ~~debt~~are ~~liability,~~required ~~consistent~~to ~~with~~evaluate ~~debt~~whether ~~discounts~~they should consolidate certain legal entities. ~~The~~In ~~recognition~~addition ~~and~~to ~~measurement~~reducing ~~guidance~~the ~~for~~number ~~debt~~of ~~issuance~~consolidation ~~costs~~models ~~are~~from ~~not~~four ~~affected~~to bytwo, the ~~amendments~~new instandard ~~this~~simplifies ~~ASU.~~the ~~The~~FASB ~~amendments~~Accounting ~~are~~Standards ~~effective~~Codification ~~for~~and ~~financial~~improves ~~statements~~current ~~issued~~US ~~for~~GAAP ~~fiscal~~by ~~years,~~placing ~~and~~more ~~interim~~emphasis ~~periods~~on ~~within~~risk ~~those~~of ~~fiscal~~loss ~~years,~~when ~~beginning~~determining ~~after~~a ~~December~~controlling 15financial interest, ~~2015.~~reducing ~~The~~the ~~amendments~~frequency ~~are~~of tothe beapplication ~~applied~~of onrelated-party guidance when determining a ~~retrospective~~controlling ~~basis,~~financial ~~wherein~~interest ~~the~~in ~~balance~~a ~~sheet~~variable ofinterest ~~each~~entity ~~individual~~(“VIE”), ~~period~~and ~~presented~~changing isconsolidation ~~adjusted~~conclusions tofor ~~reflect~~companies ~~the~~in ~~period-specific~~several ~~effects~~industries that typically make use of ~~applying~~limited ~~the~~partnerships ~~new~~or ~~guidance~~VIEs. WeThe doASU ~~not~~will ~~expect~~be ~~the~~effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of ASU 2015-0302 todid not have aany ~~material~~ effect on our financial position, results of operations or cash flows.

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InRecently ~~February~~Issued 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification and improves current U.S. GAAP by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (~~“VIE”~~continued), and changing consolidation conclusions for companies in several industries that typically make use of limited partnerships or VIEs. The ASU will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of ASU 2015-02 to have a material effect on our financial position, results of operations or cash flows.

In January 2015, the FASB issued ASU No. 2015-01, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” This ASU eliminates from U.S. GAAP the concept of extraordinary items. ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. We do not expect the adoption of ASU 2015-01 to have a material effect on our financial position, results of operations or cash flows.

In November 2014, the FASB issued ASU No. 2014-17, “Business Combinations (Topic 805): Pushdown Accounting.” This ASU provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. An acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is applied to an individual change-in-control event, that election is irrevocable. ASU 2014-17 was effective on November 18, 2014. The adoption of ASU 2014-17 did not have any effect on our financial position, results of operations or cash flows.

In November 2014, the FASB issued ASU 2014-16, “Derivatives and Hedging (Topic 815).” ASU 2014-16 addresses whether the host contract in a hybrid financial instrument issued in the form of a share should be accounted for as debt or equity. ASU 2014-16 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We do not currently have issued, nor are we investors in, hybrid financial instruments. Accordingly, we do not expect the adoption of ASU 2014-16 to have any effect on our financial position, results of operations or cash flows.

In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements - Going Concern (Subtopic 205-40)". ASU 2014-15 provides guidance related to management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosure. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and for interim and annual periods thereafter. Early application is permitted. We do not expect the adoption of ASU 2014-15 to have a material effect on our financial position, results of operations or cash flows.

In June 2014, the FASB issued ASU No. 2014-12, “Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” This ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. WeThe ~~do not expect the~~ adoption of ASU 2014-12 todid not have aany ~~material~~ effect on our financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 affects any entity using ~~U.S.~~US GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). ASU 2014-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. We are still evaluating the effect of the adoption of ASU 2014-09. On April 1, 2015, the FASB voted to propose to defer the effective date of the new revenue recognition standard by one year.

In April 2014, the FASB issued ASU No. 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) and Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU 2014-08 amends the definition for what types of asset disposals are to be considered discontinued operations, as well as amending the required disclosures for discontinued operations and assets held for sale. ASU 2014-08 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2014. The adoption of ASU 2014-08 did not have any effect on our financial position, results of operations or cash flows.

Recent accounting pronouncements issued by the FASB and the SEC did not or are not believed by management to have a material impact on the Company's present or future unaudited condensed consolidated financial statements.

Note 3 – Patents

Cost

Accumulated amortization

March 31,

2016

Net carrying value

December 31,

2015

Net carrying value

Patents

174,810

–

174,810

165,629

Bio-AMD currently has made nine patent applications covering its three proprietary technology platforms, of which eight are considered live, the Company having elected to not to renew and abandon one redundant patent relating to DSR due for renewal in April 2016 (other patents relating to DSR are being maintained). We continue to review our intellectual property strategy with the intention of sufficiently protecting our key intangible assets, and that any new IP generated is reviewed as far as possible to optimize the novel nature of the IP and freedom to operate in key jurisdictions.

In June 2015, Bio AMD Holdings Limited received a grant of U.S. patent dated June 2, 2015, under U.S. Patent No. US 9,046,512 protecting twenty one claims central to the Company’s microfluidic strip and reader technology designed to test PT/INR by a POC device.

In January 2016, the Company received a grant of patent from the State Intellectual Property Office of the People’s Republic of China (“PRC”) for our MIDS technology. The Company has made similar MIDS technology patent applications in the U.K. and in more than 145 Contracting States under the international Patent Cooperation Treaty, and separately in the USA, European Union and India.

In March 2016, the Company received notice of grant of patent from the State Intellectual Property Office of the PRC relating to our microfluidic strip and reader technology designed to test PT/INR by a POC device.

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Note 34 – - Related Party Transactions

During the three ~~month~~months ~~periods~~ ended ~~September~~March 3031, ~~2015 and 2014~~2016, we paid ~~an aggregate of~~ $4618,~~613~~651 ~~and~~(2015 - $4850,~~425~~163), ~~respectively,~~ to The ARM Partnership (“ARM”), a partnership in which Robert Galvin, our Chief Financial Officer and Treasurer is a partner, for services provided to us by Mr. Galvin in all capacities. ~~During the nine month periods ended September 30, 2015 and 2014 we paid an aggregate of $145,932 and $144,228, respectively, to ARM.~~ Mr. Galvin owns 12.33% of the outstanding share capital of Bio-AMD Holdings. In addition, during the ~~Company~~three ~~paid~~months aended ~~total~~March ~~of £9~~31,~~750~~ ~~and £11~~2016,~~250~~ ~~during~~ the ~~nine~~Company ~~month~~paid ~~periods~~$nil ~~ended September 30,~~ (2015 ~~and~~- ~~2014~~$5,690 ~~respectively~~ (~~approximately $14~~£3,~~800 and $18,800, respectively~~750),) for the use of ARM’s offices in central London located at 3rd Floor, 14 South Molton Street, London, UK. The ~~Company~~rental ~~has~~expense ~~use~~was ofset ~~the~~at ~~office~~£500 ~~space~~per month for ~~internal, board and third party meetings and document storage. On August 1, 2015~~ Bio-AMD Inc. ~~ceased~~(approximately ~~to use ARM’s offices~~$760), ~~having~~this ~~relocated~~ceased ~~its~~on ~~principal~~July ~~executive offices to its Keckwick Lane address in Daresbury~~31, ~~Cheshire,~~2015 ~~U.K.~~and ~~The~~£750 ~~rental~~per ~~charge~~month for ~~use~~Bio-AMD ofHoldings ~~the~~(approximately ~~premises~~$1,150), byreduced ~~the~~to ~~Company was set at~~ £500 ~~per~~(approximately ~~month~~$760) for ~~Bio-AMD~~each ~~Inc.~~of ~~(approximately~~the ~~$750)~~months ~~and~~of isAugust ~~set~~and atSeptember, ~~£500~~2015, ~~per~~and ~~month~~which ~~for~~ceased ~~Bio-AMD~~in ~~Holdings~~October, ~~(approximately $750)~~2015.

During the three ~~month~~months ~~periods~~ ended ~~September~~March 3031, ~~2015 and 2014~~2016, we paid ~~an aggregate of~~ $3635,~~175~~152 ~~and~~(2015 - $3935,~~671,~~990) ~~respectively,~~ to Thomas Barr, our Chief Executive Officer, for services provided to us by Mr. Barr in all capacities. ~~During the nine month periods ended September 30, 2015 and 2014 we paid an aggregate of $108,526 and $118,928 respectively, to Mr. Barr.~~

During the three ~~month~~months ~~periods~~ ended ~~September~~March 3031, ~~2015 and 2014~~2016, we paid an$22,829 ~~aggregate~~(2015 of- $23,~~494~~374) ~~and $25,764, respectively,~~ to David Miller, our President, for services provided to us by Mr. Miller in all capacities. ~~During the nine month periods ended September 30, 2015 and 2014 we paid an aggregate of $70,482 and $77,237 respectively, to Mr. Miller.~~

Note ~~4 -~~5 ~~Stockholders’~~– ~~Equity~~Deferred Revenue

~~During~~Deferred ~~February~~revenue ~~2015~~consists weof ~~issued~~funds ~~300,000~~received ~~shares~~in advance of ~~common~~services ~~stock,~~being ~~valued~~performed. atRevenue ~~$54,000,~~will ~~pursuant~~be torecognized awhen ~~consulting~~the ~~agreement~~services ~~with~~have abeen ~~one~~completed ~~year~~and ~~term.~~no Wesignificant ~~will~~Company ~~expense~~obligations ~~the~~remain. ~~value~~As ofat ~~the~~March ~~shares~~31, ~~over~~2016, ~~that period. During~~ the ~~nine~~Company ~~months~~had ~~ended~~$922,536 ~~September~~(£642,077) 30(December 31, 2015, we- ~~recorded~~$950,402 ~~expense~~(£642,077)) of ~~$39,000~~deferred revenues.

~~During~~The ~~June~~costs ~~2015~~directly weassociated ~~issued~~with ~~1,150,000~~the ~~shares~~performance of ~~common~~services ~~stock,~~for ~~valued~~which revenue has been deferred are initially capitalized as deferred costs. These costs will be recognized as a component of cost of revenue when the associated revenue is recognized. As at ~~$184~~March 31,~~000~~ 2016, ~~pursuant~~the toCompany ahad ~~consulting~~$684,406 ~~agreement~~(£476,341) ~~with~~(December a31, ~~six~~2015 ~~month~~- ~~term~~$645,534 (£436,113)) of deferred costs.

Note 5 -6 – ~~Deferred~~Segmented ~~Revenue~~Information

~~Deferred~~We ~~revenue~~currently ~~consists~~operate ofin ~~funds~~two ~~received~~segments: in1) ~~advance~~the development of ~~services~~a ~~being~~technology ~~performed~~designed to mitigate currency risk through our 99.81% ~~Revenue~~owned ~~will~~subsidiary, beWL ~~recognized~~as ~~when~~of March 31, 2016, and 2) the ~~services~~development ~~have~~of ~~been~~highly ~~completed~~accurate, ~~and~~low nocost, ~~significant~~hand ~~Company~~held, ~~obligations~~electronic ~~remain~~medical diagnostic devices capable of reading third party assays through our 63% owned subsidiary, Bio-AMD Holdings. Segment information for the three months ended March 31, 2016 and 2015 consists of the following:

~~The~~Three ~~costs~~months ~~directly~~ended ~~associated~~March ~~with~~31, the performance of services for which revenue has been deferred are initially capitalized as deferred costs. These costs will be recognized as a component of cost of revenue when the associated revenue is recognized.2016:

Note 6 - Commitments and Contingencies

	WL			Bio-AMD Holdings			Other (Corporate)			Consolidated

Interest and other income	$	433		$	-		$	39		$	472
Segment net loss		(1,850	)		(12,597	)		(138,828	)		(153,275	)
Segment total assets		1,134			904,842			165,410			1,071,386

~~Lease~~Three ~~commitments~~months ended March 31, 2015:

The Company has no long-term lease commitments. All leases are terminable with 2 – 3 months’ notice.

	WL			Bio-AMD Holdings			Other (Corporate)			Consolidated

Interest and other income	$	458		$	-		$	335		$	793
Segment net loss		(21,499	)		(16,246	)		(185,095	)		(222,840	)
Segment total assets		14,124			1,121,667			610,250			1,746,041

~~Rent~~Note 7 ~~expense~~– ~~was~~Subsequent $15,844 and $18,897 for the three month periods ended September 30, 2015 and 2014, respectively. Rent expense was $53,394 and $43,189 for the nine month periods ended September 30, 2015 and 2014, respectively.Event

~~Consulting~~On ~~agreements~~April 22, 2016, the Company received written notice from Sysmex Corporation to terminate the Master Agreement dated December 17, 2014. This agreement was a joint development agreement to study the feasibility of a medical point-of-care reader device with disposable test strips for PT-INR assays and new future assays in the field of hemostasis based on the Bio-AMD COAG technology. As at the termination date, there were no unfulfilled claims and obligations remaining for either of the parties under the agreement.

The Company has entered into consulting agreements with outside contractors, certain of whom are also the Company’s stockholders,executive officers and directors. The Agreements are generally for a term of one year or less from inception and renewable unless either the Company or Consultant terminates such agreement by written notice. The Company incurred $106,516 and $173,214 in consulting fees to these individuals for the three month periods ended September 30, 2015 and 2014, respectively, and $332,570 and $478,604 for the nine month periods ended September 30, 2015 and 2014, respectively.

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Litigation

From time to time we may be a defendant or plaintiff in various legal proceedings arising in the normal course of our business. We are currently not a party to any material legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, we are not aware of any litigation or liabilities involving the operators of our properties that could affect our operations. Furthermore, as of the date of this Quarterly Report, our management is not aware of any proceedings to which any of our directors, officers, or affiliates, or any associate of any such director, officer, affiliate, or security holder is a party adverse to our Company or has a material interest adverse to us.

Note 7 - Segment Information

We currently operate in two segments, 1) the development of a technology designed to mitigate currency risk through our 99.81% owned subsidiary, WL as of September 30, 2015, and 2) the development of highly accurate, low cost, hand held, electronic medical diagnostic devices capable of reading third party assays through our 63% owned subsidiary, Bio-AMD Holdings as of September 30, 2015. Segment information for the three and nine months ended September 30, 2015 and 2014 consists of the following:

Three months ended September 30, 2015:

	WL			Bio-AMD Holdings		Other (Corporate)			Consolidated
Revenue	$	-		$	-	$	-		$	-
Interest income		4			-		200			204
Other income		465			77,872		-			78,337
Segment net income (loss)		(3,332	)		60,491		(139,400	)		(82,241	)
Segment total assets		7,050			1,166,370		323,893			1,497,313
Expenditures for segment assets		-			-		-			-

Three months ended September 30, 2014:

	WL			Bio-AMD Holdings			Other (Corporate)			Consolidated
Revenue	$	-		$	-		$	-		$	-
Interest income		8			-			751			759
Other income		500			-			-			500
Segment net loss		(29,852	)		(126,778	)		(149,333	)		(305,963	)
Segment total assets		43,735			162,539			966,980			1,173,254
Expenditures for segment assets		-			-			-			-

Nine months ended September 30, 2015:

	WL			Bio-AMD Holdings		Other (Corporate)			Consolidated
Revenue	$	-		$	-	$	-		$	-
Interest income		11			-		803			814
Other income		1,379			77,872		-			79,251
Segment net income (loss)		(36,856	)		24,032		(646,389	)		(659,213	)
Segment total assets		7,050			1,166,370		323,893			1,497,313
Expenditures for segment assets		-			-		-			-

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Nine months ended September 30, 2014:

	WL			Bio-AMD Holdings			Other (Corporate)			Consolidated
Revenue	$	-		$	-		$	-		$	-
Interest income		9			-			2,805			2,814
Other income		1,502			-			-			1,502
Segment net loss		(92,860	)		(295,251	)		(476,070	)		(864,181	)
Segment total assets		43,735			162,539			966,980			1,173,254
Expenditures for segment assets		-			-			-			-

Note 8 – Subsequent Events

Management evaluated all activities of the Company through the issuance date of the Company’s interim unaudited condensed consolidated financial statements and concluded that no subsequent events have occurred that would require adjustments or disclosure into the interim unaudited condensed consolidated financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statement Regarding Forward-Looking Information

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q, including without limitation, statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, estimated working capital, business strategy, the plans and objectives of our management for future operations and those statements preceded by, followed by or that otherwise include the words “believe”, “expects”, “anticipates”, “intends”, “estimates”, “projects”, “target”, “goal”, “plans”, “objective”, “should”, or similar expressions or variations on such expressions are forward-looking statements. We can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. There are amany ~~number of~~ risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements, including, but not limited to, the availability and pricing of additional capital to finance operations.

Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this Quarterly Report on Form 10-Q to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q.

Overview

We were incorporated in the State of Nevada under the name Malibu Minerals, Inc. on March 10, 2006, to engage in the business of exploration and discovery of gold, minerals, mineral deposits and reserves. On July 6, 2007 we changed our name to Flex Fuels Energy, Inc. through a merger effected for that sole purpose. On April 15, 2011 we changed our name to Bio-AMD, Inc. through a merger effected for that sole purpose. During the fourth quarter of 2006, we acquired a 15% interest in Flex Fuels Energy Limited (“FFE Ltd.”). In May 2007 we completed the acquisition of the remaining 85% of FFE Ltd., making FFE Ltd. a wholly owned subsidiary of ours. FFE Ltd. was formed on November 26, 2006 under the laws of England and Wales to engage in the business of manufacturing and distributing Oil Seed Rape (“OSR”) products. Effective September 5, 2009, we determined to abandon FFE Ltd.’s proposed OSR business and related projects as we no longer considered the business to be economically viable on either a go alone or partnered basis. FFE Ltd was ~~formally~~ dissolved in February 2011 and the final winding down accounting transaction took place in May 2011.

The effect of reporting FFE Ltd. as a discontinued operation is to effectively revert the consolidated financial statements back to those items associated with the parent company, reflecting mainly compliance related costs and movements in shareholders’ funds, and to the investment made by us into our Bio AMD Holdings Limited and WOCU Limited subsidiaries, as described herein.

On May 1, 2009 we acquired stock of WDX Organisation Limited, a corporation incorporated under the laws of England and Wales representing a 51% interest in the company. WDX Organisation Limited changed its name to WOCU Limited (“WL”) effective January 29, 2013. Since May 1, 2009, we have acquired additional stock of WL and since July 12, 2012 we have owned 99.81% of WL making it a majority owned subsidiary of ours. WL is the developer of a technology designed to mitigate currency risk.

On February 25, 2010, we entered into a Subscription and Shareholders Agreement with Bio AMD Holdings Limited (“Bio-AMD”), a UK limited company, and the managers of Bio-AMD, under which we acquired 63% of the fully diluted equity in Bio-AMD for £865,000 GBP (approximately $1,287,000 at the time of purchase). Bio-AMD is a technology company focused in the rapidly expanding medical diagnostic Point Of Care (“POC”) market. Bio-AMD currently has eight patent applications pending covering its three technology platforms. The Company has provided additional working capital to Bio-AMD by way of intercompany loans amounting to £150,000 (approximately $256,000) to Bio-AMD to further fund operations. These loans are secured against the assets of Bio-AMD Holdings and its wholly owned operating subsidiary Bio Alternative Medical Devices Ltd.

On December 24, 2011, we sold the mineral licenses and associated rights over the “Malibu Gold Property” which was originally acquired on March 27, 2006 to engage in the business of exploration and discovery of gold, minerals, mineral deposits and reserves. The claims were sold for gross proceeds of 20,000 Canadian Dollars (approximately $20,000 at the time of payment) subject to a commission payable of 15% equivalent to 3,000 Canadian Dollars (approximately $3,025 at the time of payment).

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Business Overview

During the quarter ended ~~September~~March 3031, ~~2015~~2016, we were engaged in the following sectors:

·Ÿ developing our POC medical diagnostic business; and

·Ÿ developing our currency risk mitigation business.

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Operations - Bio-Alternative Medical Devices

The trend toward greater POC testing is driven by the faster diagnostic benefits it provides. Other reasons have also emerged for the high demand of POC testing, including clinical staff shortages, an ageing population, long-term healthcare cost savings and a decrease in reliance on conventional laboratory services.

We believe that Bio-AMD is an innovator in the field of diagnostic sensor technology, with the attributes of its technology platform fitting well with these key trends.:

· A disposable micro-fluidic test strip which has been adapted to measure prothrombin time (PT/INR) and designed to be capable of performing additional coagulation related tests such as APTT and DTI, through a POC blood coagulation monitoring device (“COAG”) enabling patient based, anticoagulant drug therapy monitoring;

· A Digital Strip Reader (“DSR”) able to read a wide variety of lateral flow based immunoassay diagnostic test strips already in the POC market including, but not limited to, cardiac markers, infectious diseases, drugs of abuse and female wellbeing (pregnancy/ovulation testing) to provide semi-quantitative results; and

· A disposable test strip combining micro-fluidics and ‘lab-on-chip’ technology providing fully quantitative measurement into a highly sensitive and accurate immunoassay POC platform that detects nanoparticles through magnetic manipulation using a novel magnetic and optical double detection technique – Magnetic Immunoassay Detection System (“MIDS”).

COAG

Bio-AMD’s micro-fluidic strip technology has been ~~adapted~~applied for use in a POC hand-held device to detect prothrombin time (“PT”)/International Normalized Ratio (“INR”), or the speed of blood coagulation. In 2013, the POC coagulation market for PT/INR measurement was estimated to be worth approximately US$ 870 million globally and projected to grow to an estimated US$ 1.1 billion by 2017. Market growth is driven by the rising number of patients using anti-coagulation therapy, ~~improved re-imbursement levels from health authorities following~~ growing clinical evidence supporting the use of such testing and strong patient demand for patient self-testing. The market is dominated by a small number of major players including Alere, Roche, Siemens and Philips who have either developed products internally or have acquired exclusive rights to license appropriate technologies from smaller companies. Patients with cardiac problems are often on life-long oral anticoagulation therapy, for example Warfarin. Frequent testing and careful monitoring of the PT/INR or blood coagulation, to regulate the doses of anticoagulation therapy, is a necessity. A patient taking too much anticoagulant is at risk of serious bleeding events and if too little is taken they may be at risk of thrombosis. PT/INR measurement products currently in the market are often cited as being expensive and complicated to use.

Bio-AMD has established a design that allows for low cost manufacture of the disposable strip whilst ensuring scalability and repeatability. We have performed ~~initial~~extensive in-house bench tests at our laboratory, ~~which,~~and ~~when~~further ~~compared~~tested ~~against~~in an initial hospital study producing comparable results to the current ‘best in market’ devices, ~~produces comparable results~~ which we believe validates the feasibility of our design.

In late 2013, we filed a patent application for a multi-chamber microfluidic strip design, incorporating a novel locking mechanism that allows for the control of fluid flow through the strip. In addition to being able to test for PT/INR which requires the presence of a single reagent in the immunoassay testing process, this enhanced strip design enables additional coagulation based tests requiring the use of multiple reagents in the immunoassay process, e.g. Activated Partial Thromboplastin Time (“APTT”), a laboratory based test ~~which is~~ used to measure the activity of direct thrombin inhibitors.

In June 2015 Bio AMD Holdings Limited received notice of the grant of a U.S. patent dated June 2, 2015, under U.S. Patent No. US 9,046,512 protecting twenty one claims central to the Company’s microfluidic strip and reader technology designed to test PT/INR by a POC device.

17We plan to apply the new strip design to multiple, different coagulation specific tests utilizing a common hand held reader device to display the results. For example, a clinician testing for PT/INR would use a specific PT/INR strip and record the result from the reader. The clinician would then be able to test for APTT using a separate APTT specific strip using the same reader device. The test strips would use a common plastic component design, which we believe will reduce overall production costs.

Launching a product into the coagulation market that incorporates our COAG technology will require us to partner with a much larger, suitable business with the requisite capital resources and skills including distribution and sales channels, and ideally global marketing expertise in sectors such as hematology and immunochemistry. Our strategy for commercialization of COAG has centered on attracting a suitable partner that fits this profile, and which is keen to add coagulation based POC system to its existing product line.

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WeOn ~~envisage~~December ~~applying~~17, ~~the~~2014, ~~new~~Bio-Medical ~~strip~~entered ~~design~~into asa Master Agreement (the ~~basis~~“Agreement”) ~~for~~with ~~multiple,~~Sysmex ~~different~~Corporation ~~coagulation~~(“Sysmex”) ~~specific~~pursuant ~~tests~~to ~~utilizing~~which athe ~~common~~parties ~~hand~~planned ~~held~~to ~~reader~~jointly ~~device~~conduct toa ~~display~~feasibility study (the ~~results. For~~“Study”) ~~example,~~for athe ~~clinician~~potential ~~testing~~development ~~for~~of ~~PT/INR~~our ~~would~~POC ~~use~~COAG system including a ~~specific~~reader device with disposable test strips for PT/-INR ~~strip~~assays and ~~record~~potentially new future assays in the ~~result~~field ~~from~~of hemostasis (the ~~reader~~“Products’). An ~~The~~expense ~~clinician~~advance ~~would~~of ~~then~~£642,067 be(approximately ~~able~~$980,000) was made to ~~test~~Bio-Medical ~~for~~by ~~APTT~~Sysmex ~~using~~in a2015. ~~separate~~The ~~APTT~~Study, ~~specific~~we ~~strip~~believe, ~~using~~was successfully completed and the ~~same~~preliminary ~~reader~~results ~~device.~~were ~~The~~presented ~~test~~to ~~strips~~Sysmex ~~would~~in ~~use~~late a2015. ~~common~~Notwithstanding ~~plastic~~the ~~component~~conclusions ~~design~~of the Study, ~~which~~Sysmex wedecided ~~believe~~in April 2016 to discontinue funding the Study and indicated that it would ~~reduce~~not ~~overall~~proceed ~~production~~with ~~costs~~it in the future. No new intellectual property was developed during the Study and the temporary research license granted to Sysmex by the Company to use the Company’s intellectual property has been automatically terminated.

~~Launching~~The aCompany ~~product~~believes ~~into~~that ~~the~~its ~~coagulation~~COAG ~~market~~technology ~~that~~is ~~incorporates~~now ~~our~~well ~~COAG~~advanced ~~technology~~and ~~will~~performs ~~require~~better usthan expected when compared to ~~partner~~gold ~~with~~standard alab ~~much~~analyzers ~~larger~~and the market-dominant POC PT/INR self-test device, ~~suitable~~CoaguChekXS. ~~business~~The ~~with~~Company believes that COAG broadly matches the ~~requisite~~accuracy ~~capital~~performance ~~resources~~of ~~and~~those ~~skills~~tests ~~including~~even ~~distribution~~in ~~and~~an ~~sales~~un-optimized ~~channels~~device, and ~~ideally~~similarly ~~global~~un-optimized, ~~marketing~~betters ~~expertise~~another inleading ~~sectors~~self-test ~~such~~/POC asdevice. ~~hematology~~Our ~~and~~efforts ~~immunochemistry. Our~~show ~~strategy~~that ~~for~~a ~~commercialization~~finalized, ofoptimized COAG ~~has~~device ~~centered~~is expected to be a leader on ~~attracting~~POC accuracy, with a ~~suitable~~sub ~~partner~~5% coefficient of variance, in an environment where the FDA is seeking higher PT/INR self-test accuracy requirements. We believe that ~~fits~~COAG ~~this~~has ~~profile~~been proven to operate on a patient-friendly, ~~and~~minimal 5 microliter pin prick blood sample, which is ~~keen~~materially tosmaller ~~add~~than aany ~~coagulation~~other ~~based~~device ~~POC~~available ~~system~~in tothe ~~its~~market. ~~existing~~Accordingly ~~product~~the ~~line~~Company believes that COAG will be of interest to major POC providers.

OnWe ~~December~~are ~~17,~~in ~~2014,~~the weprocess ~~entered~~of ~~into~~contacting aand ~~Master~~exchanging ~~Agreement~~information ~~(the “Agreement”)~~ with ~~Sysmex~~major ~~Corporation~~POC ~~(“Sysmex”)~~device ~~pursuant~~providers towith ~~which the parties will jointly conduct~~ a ~~feasibility~~view ~~study~~to ~~(the~~obtaining ~~“Study”) for the potential development of our POC COAG system including~~ a ~~reader device with disposable test strips for PT-INR assays and potentially~~ new future assays in the field of hemostasis (the “Products’). The results of the Study will form the basis on which we will negotiate with Sysmex the terms and conditions of possible future terms for further development ofdeal ~~the Products (the “Research”). Under the terms of the Agreement, Sysmex will own all intellectual property developed by either party in connection with the Study, and will reimburse Bio-AMD Ltd.~~ for ~~costs and expenses incurred in connection with the project development~~COAG. AnThere ~~expense~~can ~~advance of £642,067 (approximately $980,000) was made to Bio-AMD Ltd. on January 20, 2015. If Sysmex determines the feasibility study to~~ be ~~successful~~no ~~and~~assurance ~~decides~~that towe ~~progress with the Research, further cost reimbursements~~ will beenter ~~made~~into ~~during~~any ~~the~~new ~~term~~agreement ~~of the Agreement linked directly~~ to ~~milestone~~jointly ~~criteria~~develop ~~and deliverables to be agreed by both parties~~COAG.

The Agreement will terminate after 27 months or upon completion of the Research, whichever is earlier, and may be terminated by (i) Sysmex upon one month’s notice to Bio-AMD Ltd. and (ii) Bio-AMD Ltd. upon three month’s written notice to Sysmex.

In addition, if Sysmex determines the Study to be successful, during the term of the Agreement, both parties will determine the terms under which Bio-AMD Ltd. will either manufacture the Products or license its intellectual property to allow the third-party manufacture of the Products, and for the terms under which Sysmex acquires the manufactured Products and its commercial resale.

We expect the study to be completed in line with expectations. There can be no assurance that the Study will be successfully completed or that Sysmex will enter into additional agreements to jointly develop with us the Products or that such a manufacturing/license agreement will ever be consummated or that the Products will ever be commercially sold by Sysmex.

DSR

The DSR technology platform utilizes a patented proprietary method for reading and quantifying traditional chromatography based, nitro-cellulose, lateral-flow immunoassay tests, centered on what we believe to be a unique optical sensor arrangement. The DSR technology comprises a proprietary design incorporating sensors, diagnostics, display and power management capabilities. A We believe that a key feature of the DSR technology is that its platform can be adapted and applied to numerous and disparate lateral flow diagnostic tests.

Bio-AMD has created designs for both single and multi-test versions of the DSR hand-held reader device and laboratory based bench tests have been performed by us in our premises using a variety of third party lateral flow strips. The DSR device is designed to be fully disposable and can be powered by solar power cells, although traditional battery power sources can also be used. Our multi-test device utilizes a replaceable cap system in which a new test strip is fitted, thereby enabling the hand-held reader to be used multiple times for the same test. By way of example, existing over the counter (“OTC”) home fertility testing packs normally contain up to 20 separate identical tests; for this fertility application our device would require just one reader device with 20 caps, each cap containing the test strip, thereby reducing the number of component parts and manufacturing cost.

The market for female wellbeing, which includes digital home pregnancy and fertility testing, was estimated to be worth approximately $1.5 billion globally in 2012. Whilst the market for pregnancy testing is very competitive and dominated by a small number of large global brands e.g. Clearblue, Predictor and First Response, in several regions, particularly Asia, there is demonstrated demand from local distributors for OEM produced digital pregnancy test kits (“PTK”), the key factors being price and marketability by way of unique product features. Options for DSR might include creating our own branded and/or OEM digital pregnancy testing kit, or partnering with a qualified distributor aiming to launch a branded product into the region. This will entail our finalizing a product manufacturing design file and obtaining appropriate territorial regulatory approval specifically for the Asian market. Such a strategy will require additional capital, which we cannot guarantee would be available on terms acceptable to us or at all.

18We have also been exploring, at an early stage, the potential to add value to diagnostic screening campaigns led by the National Health Service (“NHS”) in the UK. We are currently developing an approach to provide fully integrated, remote HIV based screening services, working with a partner. Utilizing a disposable diagnostic test, an individual patient case may be securely tracked from patient request and subsequent sample receipt through to patient result handling and treatment as required. A similar screening approach adopted in other STD testing by the NHS has seen both an increased number of screens and a higher diagnostic rate as targeted by the NHS. Discussions are at an early stage, and, if successful, may involve us providing a small number of units for a pilot scheme approved by the NHS and working closely with a partner to provide other aspects of the integrated service. Approval for such a scheme by the NHS cannot be guaranteed.

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MIDS

Demand is increasing for POC tests that can detect very low concentrations of a target analyte and to quantify the result. Current lateral flow based immunoassays can detect analyte at high levels of concentration. However, at low concentration levels, the assay system requires amplification either of the signal or the target, which will typically increase the complexity and the costs of the testing device. Consequently, current POC tests remain largely unreliable for targets that require quantification.

We believe there to be an opportunity to develop a universal immunoassay based POC testing system which:

●	Is capable of detecting biomarkers at a nanoparticle level, providing fully quantitative measurement of results i.e. giving a numerical value for each biomarker detected and not just an indication on whether a specified biomarker is actually present,

●	Is capable of multiplexing i.e. performing multiple types of test from the same sample,

●	Provides full connectivity and networking for collection, storage and transfer of data and results,

●	Displays test results in minutes (less than 8 minutes for a panel of up to 3 tests),

● Requires a finger prick sample size for a single test,

●	Utilizes a handheld reader and single disposable cartridge designed to be operated by a minimally trained person, requiring modest manual operation, other than for sample collection,

●	Contains all necessary reagents and where all steps are automated into an integrated encompassing pre-treatment, analyte specific reaction, signal production, signal reaction and final result: from sample to result in one step,

●	Can be adapted to perform different immunoassays for testing in areas such as infectious diseases, drugs of abuse or oncology, especially where rapid diagnosis is critical, and

●	Has a simple system design, requiring minimal direct input costs and inline manufacturing processes to keep unit costs as low as possible.

The technology will incorporate what we believe to be a novel microfluidic strip design, magnetic nanoparticle manipulation and a unique double detection technique using bespoke ‘Hall Effect’ sensors and bespoke optical sensor which, when combined, will increase significantly the sensitivity and accuracy of the result. We are not aware that this method is being used in products currently being offered in the market or in development.

We plan to develop the immunoassay platform initially for the cardiac marker POC testing market, which are measured to evaluate heart function. Cardiac markers are used in the diagnosis and risk stratification of patients with chest pain and suspected acute coronary syndrome. The detection of these markers is used to diagnose myocardial infarction and its severity, typically troponin (cTnI or cTnT), myoglobin and ~~creatine~~Creatine kinase MB isoenzyme (CK-MB). Our ultimate aim is to commercialize a product for the multiple cardiac marker testing market currently estimated by BCC Research to be worth US $1.3 billion globally in 2013 (including device, reagent and supply sales), and is expected to ~~rise~~grow to $2.4 billion by 2018.

Additionally, we envisage the technology platform to be adaptable and be extended into new test areas, e.g. infectious diseases, drugs of abuse and oncology; having potential to expand into a multifunctional device, i.e. one analyzer using different strips for different tests; and can be introduced into high growth areas such as companion diagnostics (where POC devices are used to optimize the personalized dosage of a therapeutic drug).

We believe that our MIDS technology has considerable potential to create a next generation of POC test devices. Our proposed method aims to bring together biology, chemistry, nano-fluidics, and electronics and, 'lab-on-chip' technology together into what we believe can be unique, economically viable products.

To date some very early stage work has been completed in conjunction with the Science, Technology and Facilities Council, one of Europe’s largest independent scientific research public body organizations in-part funded by the UK Government. This work has centered on the feasibility of our design and has proved successful. In April 2011 we made an initial patent application for the technology and in October 2012 we entered into the national phase stage, making applications in Europe, US, India and China.

1917

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In October 2014, the Company received ~~an offer of~~ a funding assistance award from Innovate UK, the UK’s Government supported innovation agency, in the amount of £23,326 ($36,655) for a “Proof of Market” report (“Report”) for our MIDS technology. A third party research company, Inventya Ltd., based in the UK, led an extensive market research project, working with us, into the potential for MIDS specifically into the cardiac marker POC testing market. The Report was received in May 2015 and includes a survey of key buyers, competitor analysis likely commercialization strategies. The Report concludes that strong potential opportunity exists for Bio-AMD’s MIDS technology to be applied to POC cardiac marker testing which would significantly accelerate the triage, diagnosis, treatment and disposition of patients. The Company plans to make further funding assistance applications ~~in line with Innovate UK competitions as they are launched. A recent application made in March 2015 was unsuccessful, however we will be submitting applications~~ across the various UK and EU grant schemes as and when suitable competitions arise.

Since January 2014, the Company has provided additional working capital by way of cash injections via intercompany loans amounting to £~~150~~100,000 (approximately $~~256~~143,000) to Bio-AMD Holdings to further fund operations. These loans are secured against the assets of Bio-AMD Holdings and its wholly owned operating subsidiary, Bio Medical.

To date, no revenues had been generated by Bio-AMD Holdings.

Operations - WL - Currency Risk Mitigating Business

WL is the creator of a proprietary algorithm that produces a global currency derivative quotation known as the WOCU®. The WOCU can be applied to financial products provided by third parties such as index structure products, exchange traded funds or derivate contracts, with a view to mitigating any currency risk inherent within those products. The WOCU algorithm was completed in June 2009, with further work, including back-testing using historical foreign exchange data, to prove the attributes of the WOCU design, taking place throughout 2010 until the WOCU’s launch late that year. Since that time, the WL management team has sought to achieve licensing deals with a variety of financial institutions that are seeking to create financial products denominated in WOCU.

The WOCU’s generally low volatility against fiat currencies offers huge commercial advantages as a unit of account for the denomination of world trade, compared to the status quo of cross border trade denominated in fiat currency pairs, or in US Dollars. Transactions across currencies (except in isolated cases where one exchange rate is “pegged” to the other) inevitably involve potential foreign exchange risk caused by movements in exchange rates. The advantage of denominating a transaction involving foreign exchange in WOCU’s is that it can lower the foreign exchange (“FX”) volatility as compared to traditional ~~currency~~exchange rate pairs.

The WOCU, subject to the achievement of the WL corporate strategy and business model described below, is expected to have application to:

· Multinational corporate treasury operations;

· Reference pricing for general global trade;

· Reference pricing for currency, fixing, including virtual, online currencies;

· Commodity pricing and trade;

· Currency balanced savings accounts;

· Fund management, including Exchange Traded Funds;

· FX and derivative trading and speculation;

· Global index calculations; and

· Reserve ratio applications (similar to the IMF’s Special Drawing Right or SDR).

The WOCU’s apolitical, bank-independent, transparent, instant availability and universal nature are believed to be a key differentiator compared to alternative methods of hedging against currency risk.

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The WOCU quotation is calculated and published by WL as daily and hourly fixed reference prices for a total of 169 fiat currencies, digital currencies and commodities. In addition WOCU Foreign Exchange (“FX”) 1, 2, 3, 6, 9 and 12 month Forward quotations will be produced by WL against the USD, from which a Forward WOCU rate can be calculated for any currency for which Forward rates are currently quoted, plus WOCU Interest Rate forward quotations covering the Overnight 1, 2, 3, 6, 9 and 12 month money market periods. The WOCU reference price is fixed daily at 16:00 UTC against all major currencies and is also available as an hourly reference price, from 00:00 Monday to 23:00 Friday, and as hourly price captures for gold, silver and oil.

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The WOCU quotation is available (non-exclusively) from WL’s re-seller Interactive Data Corporation (“IDC”) via its data terminals and data feeds under the ticker symbol XCU. IDC currently calculates and offers quotations for 47 WOCU based currency pairs, and 6 commodities, as cross rates and supplies a stand-alone WOCU real-time charting package application via IDC’s PrimePortal™ application. WOCU rates are also available on the professional Thompson Reuters platform and on the UK’s leading retail price data platform ADVFN.

The WOCU quotation is also available via a mobile application for Apple mobile devices known as “WOCU”. This application supports five languages; English, simplified Chinese, traditional Chinese, Japanese and Korean. The WOCU quotation is also available as an hourly reference price available directly from WL by RSS feed, e-mail and via WL’s FTP server. The WOCU quotation as an hourly updated price is also available from the Company’s corporate website www.wocu.com

WL has established relationships with a number of individuals and organizations authorized to serve as introducing agents (“IAs”) to the WL business, charged with identifying suitable prospects that fit the WL target profile. These IAs are remunerated purely on a contingent basis linked only to successful results and each IA generally is responsible for its own expenses. The exact terms of any IA arrangement is agreed between WL and the IA on a case by case basis. IAs are chosen based on their experience and knowledge of the financial markets and their deep contact network. To date six such IAs have been appointed and one is considered to be active in the field and worthwhile pursing.

Since January 2013, the Company has provided further advances totaling £~~193~~194,000 (approximately $~~312~~274,~~650~~000) into WL to fund its anticipated operations based on the prospective pipeline of opportunities that have been generated.

WL has not achieved any operating revenues to date and does not expect to achieve operating revenues until such time, if ever, that the WOCU is successfully marketed.

Results of Operations

Losses from Operations

We incurred losses from operations of $82153,~~240~~275 ~~and $659,212~~ for the three ~~and nine~~ month ~~periods~~period ended ~~September~~March 3031, ~~2015~~2016, ~~respectively,~~ compared to losses from operations of $~~305~~222,~~963~~840 ~~and $864,181~~ for the three ~~and nine~~ month ~~periods~~period ended ~~September~~March 3031, ~~2014, respectively~~2015.

The main components of the recorded operating loss during the three ~~and nine~~ month ~~periods~~period ended ~~September~~March 3031, ~~2015~~2016 compared to losses from ~~continuing~~ operations during the three ~~and nine~~ month ~~periods~~period ended ~~September~~March 3031, ~~2014~~2015 were as follows:

		3 months ended September 30,						9 months ended September 30,
			3 months ended March 31,
	Note	~~2015~~	2016		~~2014~~	2015		~~2015~~		~~2014~~
Consulting expenses	1	$	~~106,516~~$	100,162	$	~~173,214~~$	130,033	$	~~332,570~~	$	~~478,604~~
Payroll and administrative expenses	2		-			57,029			-		167,304
Legal fees	2		$	518		$	495
Legal Fees	3		599			4,278			6,874		7,125
Professional fees	3		$	24,019		$	63,020
Professional Fees	4		70,156			20,000			83,910		108,050
Rent, office related, telecoms and miscellaneous	4		$	14,583		$	21,200
Rent, Office related, Telecoms and Miscellaneous	5		20,038			28,237			66,483		56,854
Stock based consulting	6		15,000			-			223,000		-

(1) Consulting expenses ~~decreased~~reduced by $6629,~~698~~871 to $~~106~~100,~~516~~162 for the three month period ended ~~September~~March 3031, ~~2015~~2016, compared to $~~173~~130,~~214~~033 for the three month period ended ~~September~~March 3031, ~~2014 and by $146,034 to $332,570 for the nine month period ended September 30,~~ 2015 ~~compared to $478,604 for the nine month period ended September 30, 2014~~. Consulting expenses includes consultants engaged with the management and administration of the Company utilized in the course of our operations and those of our subsidiaries. The decrease was primarily due to certain consulting costs ~~initially~~being ~~capitalized as~~ deferred ~~costs~~due ~~and~~to ~~which are directly associated with~~ the ~~performance~~deferral of ~~services for which~~ revenue ~~has~~in ~~been~~relation ~~previously~~to ~~deferred. These costs will be recognized as a component of cost of revenue when~~ the ~~associated~~Agreement ~~revenue~~with ~~is recognized~~Sysmex.

(2) ~~Payroll~~Legal ~~and~~fees ~~administrative~~increased ~~expenses decreased~~ by $~~57,029~~23 tofrom $0495 for the three month period ended ~~September~~March 3031, 2015, ~~compared~~ to $~~57,029~~518 for the three month period ended ~~September~~March 3031, ~~2014 and by $167,304 to $0 for the nine month period ended September 30, 2015 compared to $167,304 for the nine month period ended September 30, 2014~~2016. The decrease was due to certain payroll and administrative costs initially capitalized as deferred costs and which are directly associated with the performance of services for which revenue has been previously deferred. These costs will be recognized as a component of cost of revenue when the associated revenue is recognized.

21(3) Professional fees, comprised primarily of audit and financial compliance related costs, reduced by $39,001, from $63,020 for the three month period ended March 31, 2015 to $24,019 for the three month period ended March 31, 2016. The reduction was primarily due to negotiating reduced audit fees.

(4) Rent, office related, telecoms and miscellaneous expense was $14,583 for the three month period ended March 31, 2016, compared to $21,200 for the three month period ended March 31, 2015. The decrease of $6,617 for the three month period ended March 31, 2016, can be mainly attributed to a reduction in rent charge in respect of the premises utilized by BioAMD.

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(3) Legal fees decreased by $3,679 from $4,278 for the three month period ended September 30, 2014 to $599 for the three month period ended September 30, 2015 and decreased by $251 to $6,874 for the nine month period ended September 30, 2015 from $7,125 for the nine month period ended September 30, 2014. We continue to monitor all advisor related expenditure to ensure maximum value at minimal cost.

(4) Professional fees comprised primarily of audit and financial compliance related costs, increased by $50,156 from $20,000 for the three month period ended September 30, 2014 to $70,156 for the three month period ended September 30, 2015 and decreased by $24,140 from $108,050 for the nine month period ended September 30, 2014 to $83,910 for the nine month period ended September 30, 2015. The increase for the three month period ended September 30, 2015 relates to timing of invoices received and paid. The reduction for the nine month period was primarily due to a revision of ongoing audit and related fees as agreed with our auditor.

(5) Rent, Office related, Telecoms and Travel expense was $20,038 for the three month period ended September 30, 2015 compared to $28,237 for the three month period ended September 30, 2014 and was $66,483 for the nine month period ended September 30, 2015 compared to $56,854 for the nine month period ended September 30, 2014. The increase of $9,629 for the nine month period ended September 30, 2015 can mainly be attributed to a change in laboratory and office premises utilized by Bio-AMD Holdings.

(6) Stock based consulting expense was $15,000 for the three month period ended September 30, 2015 compared to $0 for the three month period ended September 30, 2014, and $223,000 for the nine month period ended September 30, 2015 compared to $0 for the nine month period ended September 30, 2014. On June 9, 2015 the company entered into a consulting agreement with a consultant to provide investor relationship services to Bio-AMD Inc., over a period of six months. As payment for these services we issued 1,150,000 restricted shares of our common stock in line with the consulting agreement. On the date of issuance, these shares were valued at $184,000 and, in line with the terms of the agreement, this non-cash charge has been expensed in full as a one-time payment on signing. On February 6, 2015 we issued 300,000 restricted shares of our common stock as payment for services to be supplied by a consultant to provide investor relationship services over a twelve month period pursuant to an agreement dated February 4, 2015. The value of these shares issued amounted to $54,000 and have been accounted for as prepaid expenses released over the contract term, being $223,000 in the period from issuance to September 30, 2015, and $15,000 for the three month period ended September 30, 2015.

Revenues

We have not generated any revenues from operations for the three ~~and nine~~ month periods ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015.

Other Income

We recorded other income during the three ~~and nine~~ month ~~periods~~period ended ~~September~~March 3031, ~~2015~~2016 of $78472,~~541~~ ~~and $80,065, respectively,~~ as compared to $~~1,259~~793 ~~and $4,316~~ for the three ~~and nine~~ month ~~periods ended September 30, 2014, respectively. During the three month~~ period ended ~~September~~March 3031, 2015~~, a UK tax credit was granted to our subsidiary Bio Alternative Medical Devices Ltd~~. amounting to £50,824 (approximately $78,000) in consideration for a retrospective application for the partial surrender of operating tax losses in the financial year ended December 31, 2013, in return for a cash payment. ~~The~~This balance relates to interest income ofand ~~approximately~~is ~~£2,000. We~~reducing ~~intend~~in toline ~~make~~with ~~further~~the ~~similar~~reduction ~~applications~~in ~~for subsequent tax years to maximize~~ cash ~~flow~~held ~~into~~on ~~Bio Alternative Medical Devices Ltd~~deposit.

Net Losses

We incurred a net loss in the amount of $82153,~~240~~275 ~~and $659,212~~ ($0.00 ~~and $0.01~~ per share) for the three ~~and nine~~ month ~~periods~~period ended ~~September~~March 3031, ~~2015~~2016, ~~respectively,~~ as compared to a net loss of $~~305~~222,~~963~~840 ~~and $864,181~~ ($0.0100 ~~and $0.02~~ per share) for the three ~~and nine~~ month ~~periods~~period ended ~~September~~March 3031, ~~2014~~2015, ~~respectively,~~as ~~for the reasons~~ discussed above.

Liquidity and Capital Resources

We have limited cash reserves and may need substantial amounts of capital to implement our planned business strategies. Given the currently unsettled state of the capital markets and credit markets, there is no assurance that we will be able to raise the amount of capital that we may seek to support our working capital requirements or for further investment in current and future operations. If we are unable to raise the necessary capital at the times we require such funding, we may have to materially change our business plan, delaying implementation of aspects of our business plan or curtailing or abandoning our business plan. Investing in us is a speculative investment and investors may lose all of their investment.

Since our inception, we have been financed primarily by the sale of equity in private placements. We raised $10,000 for shares issued to founders in 2006, $1,635,000 on December 29, 2006 (net of ~~legal~~expenses ~~fees~~ of $20,000), $13,391,879 on May 29, 2007 (net of ~~legal~~expenses ~~fees~~ of $1,492,000), and $3,940,189 on July 29, 2007 (net of ~~legal~~expenses ~~fees~~ of $444,654) by way of three separate private placements of shares of common stock. At ~~September~~March 3031, ~~2015~~2016, we had cash ~~and cash equivalents~~ of $~~765~~188,~~508~~811; other current assets of $~~577~~707,~~817~~613 consisting of ~~value~~amounts ~~added tax and other receivables~~receivable, deferred ~~expenses~~charges and prepaid expenses, and we had current liabilities of $1,~~099~~005,~~524~~811, consisting of deferred revenue, accounts payable, and accrued ~~expenses~~liabilities, and ~~taxation~~other ~~and social security~~liabilities. We attribute our net loss to having no operating revenues to sustain our operating costs.

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Net Cash Provided by/Used in Operating Activities

Net cash ~~provided~~used byin operating activities of operations was $65209,~~313~~431 for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, as compared to net cash ~~used~~provided of $~~877~~607,~~301~~397 for the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015. The ~~increase~~decrease is primarily attributable to our net loss from operations of $~~659~~153,~~212~~275 and the net change in the balances of operating assets and liabilities in the aggregate amount of $~~724~~56,~~525~~066. ~~This increase in cash provided by operating activities is mainly due to the income received and currently being utilized as deferred income and is offset by deferred expenditure within BioAMD Ltd.~~

Net Cash Used in Investing Activities

~~There~~During ~~was~~the nothree ~~cash~~months ~~used~~ended inMarch ~~investing~~31, ~~activities~~2016, ~~during~~ the ~~nine~~Company ~~month~~paid ~~periods~~$9,181 for patent applications. During the three months ended ~~September~~March 3031, 2015, ~~and~~the ~~2014~~Company paid $10,680 for patent applications.

Net Cash Provided by Financing Activities

We did not raise any funds through financing activities of operations during the ~~nine~~three month periods ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015.

General

We will only commit to capital expenditures for any of our planned projects if we have adequate capital or as and when adequate capital or new lines of finance are made available to us. There is no assurance that we will be able to obtain any financing or enter into any form of credit arrangement. Although we may be offered such financing, the terms may not be acceptable to us. If we are not able to secure financing or it is offered on unacceptable terms, then our business plan may have to be modified or curtailed or certain aspects terminated. There is no assurance that even with financing, we will be able to achieve our goals.

The accompanying 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 satisfaction of liabilities in the normal course of business. However, our ability to continue as a going concern will be dependent upon our ability to generate sufficient cash flow from our planned operations to meet our obligations on a timely basis, cover our operating expenses, to obtain additional financing, and ultimately attain profitability. We currently have no sources of financing available and we do not expect to earn any revenues in the near term. Additionally, the Company has net loss for the nine months ended September 30, 2015 of $659,212 and has an accumulated deficit of $41,172,468 at September 30, 2015. These factors raise substantial doubt about our ability to continue as a going concern. Our unaudited condensed consolidated financial statements do not include any adjustments that might result from our inability to continue as a going concern.

Critical Accounting Policies and Estimates

Significant Accounting Policies

Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our consolidated financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.

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We believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our unaudited condensed consolidated results of operations, financial position or liquidity for the periods presented in this report.

General

The Company’s ~~unaudited condensed~~ consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles, which require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, net revenue, if any, and expenses, and the disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Board of Directors. Management believes that the accounting estimates employed and the resulting balances are reasonable; however, actual results may differ from these estimates under different assumptions or conditions.

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An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the consolidated financial statements. Management believes the following critical accounting policies reflect the significant estimates and assumptions used in the preparation of the consolidated financial statements.

Going Concern

The unaudited condensed consolidated financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations. If we were not to continue as a going concern, we would likely not be able to realize on our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the unaudited condensed consolidated financial statements. There can be no assurances that we will be successful in generating additional cash from equity or other sources to be used for operations. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of Bio-AMD, Inc. and Flex Fuels Energy Limited (“FFE Ltd”), a wholly owned and now dissolved subsidiary including the FFE Ltd. subsidiaries (consisting of four dissolved companies), WOCU Limited, (a 99.81% owned subsidiary as of September 30, 2015) and Bio-AMD Holdings Limited (a 63% owned subsidiary as of September 30, 2015). All significant intercompany transactions and balances have been eliminated in consolidation. The 0.19% third party ownership of WOCU Limited, and the 37% third party ownership of Bio-AMD Holdings Limited (both as at September 30, 2015) are recorded as non-controlling interests in the unaudited condensed consolidated financial statements.

Revenue Recognition

The Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement exists, no significant Company obligations remain, collection of the related receivable is reasonably assured, and the fees are fixed or determinable. The Company acts as a principal in its revenue transactions as the Company is the primary obligor in the transactions.

Deferred Revenue and Deferred Costs

The Company defers revenue on contracts which contain a performance commitment until such time as the services have been completed and no significant Company obligations remain.

Foreign Currency Translation

The Company’s reporting and functional currency is US Dollars. The accounts of the Company’s ~~wholly-owned subsidiary, FFE Ltd, of its~~ 99.81% owned subsidiary, WOCU Limited and of its 63% owned subsidiary, Bio-AMD Holdings Limited, and Bio-AMD Holdings Limited’s wholly owned subsidiary, Bio Medical, are maintained using the local currency (Great British Pound) as the functional currency. All assets and liabilities are translated into US Dollars at balance sheet date, equity is translated at historical rate and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are deferred as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the consolidated statements of operations.

Non-controlling Interest

The 0.19% third party ownership of WL and 37% third party ownership of Bio-AMD at September 30, 2015 and 2014 are recorded as non-controlling interests in the consolidated financial statements. Details of changes in the non-controlling interests are reflected in the unaudited condensed consolidated statement of equity.

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Recent accounting pronouncements

In ~~April~~February 2015, the ~~Financial Accounting Standards Board ("~~FASB") issued ~~Accounting Standards Update (“~~ASU”) No. 2015-0302, ~~Interest~~Consolidation ~~- Imputation of Interest~~ (~~Subtopic~~Topic ~~835-30~~810): ~~Simplifying~~Amendments to the ~~Presentation~~Consolidation ofAnalysis, ~~Debt~~which ~~Issuance~~is ~~Costs.~~intended ~~The~~to ~~amendments~~improve intargeted ~~this~~areas ~~ASU~~of ~~require~~consolidation ~~that~~guidance ~~debt~~for ~~issuance~~legal ~~costs~~entities ~~related~~such toas alimited ~~recognized~~partnerships, ~~debt~~limited liability becorporations, ~~presented~~and insecuritization ~~the~~structures ~~balance~~(collateralized ~~sheet~~debt asobligations, acollateralized ~~direct~~loan ~~deduction~~obligations, ~~from~~and mortgage-backed security transactions). The ASU focuses on the ~~carrying~~consolidation ~~amount~~evaluation offor reporting organizations that ~~debt~~are ~~liability,~~required ~~consistent~~to ~~with~~evaluate ~~debt~~whether ~~discounts~~they should consolidate certain legal entities. ~~The~~In ~~recognition~~addition ~~and~~to ~~measurement~~reducing ~~guidance~~the ~~for~~number ~~debt~~of ~~issuance~~consolidation ~~costs~~models ~~are~~from ~~not~~four ~~affected~~to bytwo, the ~~amendments~~new instandard ~~this~~simplifies ~~ASU.~~the ~~The~~FASB ~~amendments~~Accounting ~~are~~Standards ~~effective~~Codification ~~for~~and ~~financial~~improves ~~statements~~current ~~issued~~U.S. ~~for~~GAAP ~~fiscal~~by ~~years,~~placing ~~and~~more ~~interim~~emphasis ~~periods~~on ~~within~~risk ~~those~~of ~~fiscal~~loss ~~years,~~when ~~beginning~~determining ~~after~~a ~~December~~controlling 15financial interest, ~~2015.~~reducing ~~The~~the ~~amendments~~frequency ~~are~~of tothe beapplication ~~applied~~of onrelated-party guidance when determining a ~~retrospective~~controlling ~~basis,~~financial ~~wherein~~interest ~~the~~in ~~balance~~a ~~sheet~~variable ofinterest ~~each~~entity ~~individual~~(“VIE”), ~~period~~and ~~presented~~changing isconsolidation ~~adjusted~~conclusions tofor ~~reflect~~companies ~~the~~in ~~period-specific~~several ~~effects~~industries that typically make use of ~~applying~~limited ~~the~~partnerships ~~new~~or ~~guidance~~VIEs. WeThe doASU ~~not~~will ~~expect~~be ~~the~~effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of ASU 2015-0302 todid not have aany ~~material~~ effect on our financial position, results of operations or cash flows.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification and improves current U.S. GAAP by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (“VIE”), and changing consolidation conclusions for companies in several industries that typically make use of limited partnerships or VIEs. The ASU will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of ASU 2015-02 to have a material effect on our financial position, results of operations or cash flows.21

In June 2014, the FASB issued ASU No. 2014-12, “Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” This ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We do not expect the adoption of ASU 2014-12 to have a material effect on our financial position, results of operations or cash flows.

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In June 2014, the FASB issued ASU No. 2014-12, “Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” This ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of ASU 2014-12 did not have any effect on our financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). ASU 2014-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. We are still evaluating the effect of the adoption of ASU 2014-09. On April 1, 2015, the FASB voted to propose to defer the effective date of the new revenue recognition standard by one year.

Other recent accounting pronouncements issued by the FASB and the SEC did not, or are not believed by management to have a material impact on the Company's present or future unaudited condensed consolidated financial statements.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Inflation

We believe that inflation has not had, and is not expected to have, a material effect on our operations.

Climate Change

We believe that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’'s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer as appropriate, to allow timely decisions regarding required disclosure. During the quarter ended ~~September~~March 3031, ~~2015~~2016, we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on this evaluation, ~~management~~the majority of the Board has concluded that as of ~~September~~March 3031, ~~2015~~2016, our disclosure controls and procedures were not effective because (1) the Company lacks a functioning audit committee and there is a lack of independent directors on the board of directors, resulting in reduced oversight in the establishment and monitoring of required internal controls and procedures; (2) the Company has inadequate segregation of duties consistent with control objectives; and (3) the Company has ineffective controls over its period end financial disclosure and reporting processes. The Company operations are also ineffective due to the lack of operating funding.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls 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. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Controls

During the fiscal quarter ended ~~September~~March 3031, ~~2015~~2016, there ~~have~~has been noa ~~changes~~change in our internal control over financial reporting due to the reduced cash and other liquid assets to fund the operations of the Company that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are included as part of this report:

Exhibit No.		Description

31.1		Certification of Principal Executive Officer pursuant to Section 302 the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer pursuant to Section 302 the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief 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		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

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

BIO-AMD, INC.

~~November~~May 923, ~~2015~~ 2016 By: /s/ Thomas Barr

Thomas Barr, Chief Executive Officer

~~BIO-AMD~~May 23, ~~INC.~~2016 By: /s/ Robert Galvin

November 9, 2015 By: /s/ Robert Galvin

Robert Galvin, Chief Financial Officer

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