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: ~~August~~ March 31, ~~2014~~2015

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

For the transition period from __________ to __________

Commission File No. ~~333~~000-~~187248~~55173

~~CLUTTERBUG~~INEEDMD ~~MOVE MANAGEMENT~~HOLDINGS, INC. ~~(Exact name of registrant as specified in its charter)~~

Nevada		45-4487461
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

29 Church Street

Nevada		454487461
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

~~South~~650 ~~Orange~~First Avenue, ~~New~~Third ~~Jersey 07079~~ Floor

New York, New York 10016

(Address of principal executive offices)

(~~201~~212) ~~317~~256-~~6922~~ 9669

(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 past 12 months, 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, or 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 ¨☐ Accelerated filer ¨☐ Non-accelerated filer ¨☐ Smaller reporting company x☒

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

As of ~~October~~May 20, ~~2014~~2015, there were 948,~~150~~014,~~000~~ 424 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

~~PART I – FINANCIAL INFORMATION~~		PART I – FINANCIAL INFORMATION
Item 1.	~~Financial Statements.~~	Financial Statements	31
Item 2.	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~	Management’s Discussion and Analysis of Financial Condition and Results of Operations	102
Item 3.	~~Quantitative and Qualitative Disclosures About Market Risk.~~	Quantitative and Qualitative Disclosures About Market Risk	148
Item 4.	~~Controls and Procedures.~~	Controls and Procedures	148
~~PART II – OTHER INFORMATION~~		PART II – OTHER INFORMATION
Item 1.	~~Legal Proceedings.~~	Legal Proceedings	158
Item 1A.	~~Risk Factors.~~	Risk Factors	159
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.		15
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3	Defaults Upon Senior Securities.		15
Item 3.		Defaults Upon Senior Securities	9
Item 4.	~~Mine Safety Disclosures.~~	Mine Safety Disclosures	159
Item 5.	~~Other Information.~~	Other Information	159
Item 6.	~~Exhibits.~~	Exhibits	1610
Signatures			1711

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

~~CLUTTERBUG MOVE MANAGEMENT~~INEEDMD HOLDINGS, INC ~~AND SUBSIDIARY~~ .

CONSOLIDATED BALANCE SHEETS

Condensed consolidated balance sheets as of March 31, 2015 (unaudited) and December 31, 2014	F-1

Condensed consolidated statements of operations for the three months ended March 31, 2015 and 2014 (unaudited)	F-2

Condensed consolidated statements of cash flows for the three months ended March 31, 2015 and 2014 (unaudited)	F-3

Notes to condensed consolidated financial statements	F-4 - F-10

~~(UNAUDITED)~~1

	August 31,			November 30,
	2014			2013
ASSETS
CURRENT ASSETS
Cash	$	708		$	201
Prepaid expenses and other current assets		-			614
TOTAL CURRENTS ASSETS		708			815
TOTAL ASSETS	$	708		$	815
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	30,967		$	15,922
Accrued salary officers		45,102			26,352
Due to related party		10,488			-
TOTAL LIABILITIES		86,557			42,274
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding		-			-
Common stock, $0.001 par value, 65,000,000 shares authorized, 9,150,000 shares issued and outstanding, as of August 31, 2014 and November 30, 2013		9,150			9,150
Additional paid in capital		18,510			18,510
Accumulated deficit		(113,509	)		(69,119	)
TOTAL STOCKHOLDERS' DEFICIT		(85,849	)		(41,459	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	708		$	815

iNeedMD Holdings, Inc.

3Condensed Consolidated Balance Sheets

CLUTTERBUG MOVE MANAGEMENT, INC AND SUBSIDIARY


	March 31,			December 31,
	2015			2014
Assets	(unaudited)
Current Assets
Cash	$	1,699,608		$	2,457,622
Accounts receivable, net		4,985			-
Inventory		361,062			148,476
Prepaid expenses		-			9,931
Total Current Assets		2,065,655			2,616,029

Property and equipment, net		44,165			48,549

Other Assets
Security Deposits		7,941			7,941

Total Assets	$	2,117,761		$	2,672,519

Liabilities and Stockholders' Equity

Current Liabilities:
Accounts payable and accrued liabilities	$	295,623		$	247,904
Deferred revenue		35,775			36,975
Convertible notes payable, net of debt discount of $42,739 and $59,177, respectively		157,261			140,823
Derivative Liability		1,886,136			1,898,636

Total Current Liabilities		2,374,795			2,324,338


Total Liabilities		2,374,795			2,324,338

Commitments and contingencies

Stockholders' Equity
Preferred Stock par value $0.001: 10,000,000 shares authorized;
400 and 400 shares issued and outstanding, respectively		-			-
Class A Common Stock par value $0.001: 65,000,000 shares authorized;
48,014,424 and 48,014,424 shares issued and outstanding, respectively		48,014			48,014
Additional paid-in capital		115,998,583			115,640,496
Accumulated deficit		(116,303,631	)		(115,340,329	)
Total Stockholders' Equity (Deficit)		(257,034	)		348,181

Total Liabilities and Stockholders' Equity	$	2,117,761		$	2,672,519

~~CONSOLIDATED~~See the ~~STATEMENT~~accompanying OFnotes ~~OPERATIONS~~ to these condensed consolidated financial statements

~~FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2014 AND 2013~~ F-1

~~(UNAUDITED)~~iNeedMD Holdings, Inc.

	For The Three Months Ended August 31,						For The Nine Months Ended August 31,
	2014			2013			2014			2013
REVENUES	$	360		$	916		$	1,075		$	1,900
OPERATING EXPENSES
Salary expense		6,250			6,250			18,750			18,750
Selling, general and administrative		800			1,786			4,680			7,292
Legal and professional		4,477			-			22,035			5,525
Total Operating Expenses		11,527			8,036			45,465			31,567
Net loss from operations		(11,167	)		(7,120	)		(44,390	)		(29,667	)
NET LOSS BEFORE PROVISION FOR INCOME TAXES		(11,167	)		(7,120	)		(44,390	)		(29,667	)
PROVISION FOR INCOME TAXES		-			-			-			-
NET INCOME / (LOSS)	$	(11,167	)	$	(7,120	)	$	(44,390	)	$	(29,667	)
Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding during the period - basic and diluted		9,150,000			9,150,000			9,150,000			9,150,000

Condensed Consolidated Statements of Operations

4(unaudited)

CLUTTERBUG MOVE MANAGEMENT, INC AND SUBSIDIARY

	Three Months Ended March 31,
	2015			2014

Revenue	$	12,306		$	-

Cost of revenue		12,142			-

Gross margin		164			-

Operating expenses
Compensation		505,303			34,686
Consulting fees		45,496			365,197
Consulting fees - related party		50,000			105,000
Sales and marketing		93,871			178,262
Sales and marketing - related party		-			20,000
Research and development		30,000			65,846
General and administrative		230,265			267,024

Total operating expenses		954,935			1,036,015

Income from operations		(954,771	)		(1,036,015	)

Other income (expenses)
Interest income		92			-
Interest expense		(4,685	)		(26,625	)
Amortization of debt discount		(16,438	)		(740,408	)
Amortization of debt issuance costs		-			(104,595	)
Derivative expense		-			(936,863	)
Change in fair value of derivative liabilities		12,500			(11,696	)

Total other income (expenses)		(8,531	)		(1,820,187	)

Net loss	$	(963,302	)	$	(2,856,202	)

Net loss per common share
Basic and diluted- Common A shares	$	(0.02	)	$	(54.49	)

Weighted average common A shares outstanding - basic and diluted		48,014,424			52,417

~~CONSOLIDATED~~See the ~~STATEMENTS~~accompanying OFnotes ~~CASH~~to ~~FLOWS~~ these condensed consolidated financial statements

~~FOR THE NINE MONTHS ENDED AUGUST 31, 2014 AND 2013~~ F-2

(UNAUDITED)

iNeedMD Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)

	Three Months Ended March 31,
	2015			2014

Cash Flows From Operating Activities:
Net loss	$	(963,302	)	$	(2,856,202	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation expense		4,384			-
Amortization of debt issuance costs on notes payable		-			104,595
Amortization of debt discount on notes payable		16,438			740,408
Derivative expense		-			936,863
Change in fair value of derivative liabilities		(12,500	)		11,696
Share based payments- warrants issued to employees and consultants		358,087			-
Changes in operating assets and liabilities:
Accounts receivable		(4,985	)		-
Inventory		(212,586	)		-
Prepaid expenses		9,931			588
Prepaid interest		-			(2,659	)
Accounts payable and accrued liabilities		47,719			15,286
Deferred revenue		(1,200	)		-

Net Cash Used by Operating Activities		(758,014	)		(1,049,425	)

Cash Flows from Investing Activities:		-			-

Cash Flows from Financing Activities:
Proceeds from related party		-			10,000
Payment of debt issuance costs		-			(27,000	)
Proceeds from the issuance of convertible notes		-			400,000
Net proceeds from the issuance of Class A common stock		-			450,000

Net Cash Provided By Financing Activities		-			833,000

Net change in cash		(758,014	)		(216,425	)

Cash at beginning of reporting period		2,457,622			853,908

Cash at end of reporting period	$	1,699,608		$	637,483

Supplemental disclosures of cash flow information:
Interest paid	$	-		$	17,154

Supplemental disclosure of non-cash investing and financing activities:

Debt issuance costs paid in the form of stock warrants on convertible notes payable	$	-		$	13,979
Debt discount in conjunction with the recording of the original value of the derivative liability	$	-		$	400,000

	For The Nine Months Ended
	August 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(44,390	)	$	(29,667	)
Changes in operating assets and liabilities:
Decrease / (increase) in accounts receivable		-			1,063
Increase in prepaid expenses		614			(269	)
Increase in accounts payable and accrued expenses		15,045			6,362
Increase in accrued salaries		18,750			18,750
Net Cash Used In Operating Activities		(9,981	)		(3,761	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Due to related party		10,488			-
Net Cash Provided by Financing Activities		10,488			-
NET INCREASE IN CASH		507			(3,761	)
		-
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		201			6,955
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	708		$	3,194
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

See the accompanying notes to these condensed consolidated financial statements

5F-3

~~CLUTTERBUG MOVE MANAGEMENT~~iNeedMD Holdings, ~~INC~~Inc.

~~NOTES~~Notes to TOthe ~~CONSOLIDATED~~Condensed ~~FINANCIAL~~Consolidated ~~STATEMENTS~~ Financial Statements

~~AUGUST~~ March 31, 2015 and 2014

~~NOTE~~ Note 1 –- ~~SUMMARY~~Organization OFand ~~SIGNIFICANT ACCOUNTING POLICIES~~Operations

~~Nature~~INeedMD Holdings, Inc. (“iNeedMD” or the “Company”) was incorporated on February 16, 2000, under the laws of the ~~Operations~~State of Delaware. The Company is a medical device company that has developed a disposable device used in the diagnosis, prevention, and monitoring of cardiovascular disease. On January 27, 2014, a new subsidiary was formed in India called iNeedMD Medical Device Private Ltd. The purpose of the formation of the subsidiary was to provide sales and distribution in India.

~~Clutterbug~~Effective December 24, 2014, Clutterbug Move Management, Inc. ~~(the~~a Nevada corporation (“~~Company”~~Clutterbug), ~~provides~~Clutterbug Acquisition ~~moving~~Corp, a ~~services~~Nevada corporation toand wholly-owned subsidiary of Clutterbug (“Merger Sub”), iNeedMD and Victoria Young an individual (the ~~elderly~~“Majority Shareholder”), ~~who~~entered into ~~are~~an Acquisition ~~seeking~~Agreement and aPlan of ~~transition~~Merger (the “Agreement”) pursuant to which athe Merger ~~new~~Sub was ~~location~~merged with byand into ~~providing~~iNeedMD, with ~~personalized~~iNeedMD surviving ~~moving~~as a ~~assistance~~wholly-owned ~~and~~subsidiary of ~~support~~Clutterbug (the “Merger”). The Astransaction (the ~~professional~~“Closing”) took ~~senior~~place on ~~move managers~~December 24, 2014 (the ~~Company~~“Closing ~~services~~Date”). Clutterbug ~~all~~acquired, ~~aspects~~through a reverse triangular merger, all of athe outstanding ~~life~~capital ~~move~~stock of iNeedMD in exchange for issuing iNeedMD’s shareholders (the ~~elderly.~~“iNeedMD Shareholders”), ~~Clutterbug~~pro-rata, ~~for~~a ~~Seniors~~total of 42,464,424 ~~LLC~~shares of ~~was~~Clutterbug’s ~~formed~~common stock. onImmediately ~~December~~after the ~~29,~~Merger ~~2010~~was consummated, ~~under~~ the ~~laws~~Majority Shareholder of ~~the~~Clutterbug cancelled ~~State~~5,350,000 shares of her ~~New~~restricted common ~~Jersey~~stock of Clutterbug (the “Cancellation”). In ~~The~~consideration of ~~Company~~the Cancellation ~~was~~of such ~~incorporated~~common stock, iniNeedMD paid the Majority ~~State~~Shareholder an aggregate of ~~Nevada~~$350,000 and onreleased ~~February~~the other 1,affiliates ~~2012~~from certain liabilities. OnIn ~~February 14~~addition, iNeedMD ~~2012,~~agreed to spinout to the ~~Company~~Majority Shareholder ~~acquired~~any and ~~Clutterbug~~all ~~for~~assets ~~Seniors,~~related ~~LLC,~~to the aCompany’s ~~New~~senior ~~Jersey~~move ~~limited~~management and ~~liability~~assistance ~~company~~services business within 30 days after the Closing. WeAs a ~~presently~~result of ~~maintain~~the Merger ~~our~~and the ~~principal~~Cancellation, the ~~offices~~iNeedMD Shareholders inbecame the ~~New~~majority shareholders ~~Jersey~~of the Company.

Our consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Note 2 - Significant and Critical Accounting Policies and Practices

The Management of the Company is responsible for the selection and use of appropriate accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements ~~are~~of ~~presented~~the Company should be read in USconjunction ~~dollars~~with the audited financial statements and notes thereto for the year ended December 31, 2014 included in the Company’s Form 10-K. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the ~~The~~ United States of(“U.S. ~~America~~GAAP”) for interim financial information and the rules and regulations of the SEC. ~~Securities~~Accordingly, ~~and~~since ~~Exchange~~they ~~Commission~~are ~~for~~ interim ~~financial~~statements, ~~information.~~the ~~Accordingly,~~accompanying ~~they~~condensed consolidated financial statements do not include all of the information ~~necessary~~and ~~for~~notes arequired ~~comprehensive~~by ~~presentation~~U.S. ofGAAP for annual financial ~~position~~statements, ~~and~~but ~~results~~reflect ofall ~~operations.~~adjustments consisting ~~The~~of ~~interim~~normal, ~~results~~recurring ~~for~~adjustments, ~~the~~that ~~period~~are ~~ended~~necessary ~~August~~for ~~31,~~a ~~2014~~fair ~~and~~presentation ~~2013~~of ~~are~~the ~~not~~financial ~~necessarily~~position ~~indicative~~as of ~~results~~March 31, ~~for~~2015 ~~the~~and ~~full~~results ~~fiscal~~of ~~year.~~operations Itand iscash ~~management’s~~flows ~~opinion,~~for ~~however~~the ~~that~~interim ~~all~~periods ~~material~~presented. ~~adjustments~~The ~~(consisting~~results of ~~normal~~operations ~~recurring~~for ~~adjustments)~~the ~~have~~three months ~~been~~March ~~made~~31, ~~which~~2015 are ~~necessary~~not ~~for~~necessarily aindicative ~~fair~~of ~~financial~~the ~~statements~~operating ~~presentation.~~results ~~The~~for ~~financial statements of~~ the ~~Company~~full ~~have~~fiscal ~~been~~year ~~prepared~~or inany ~~accordance~~future ~~with~~period. The ~~generally~~December ~~accepted~~31, ~~accounting~~2014 ~~principles~~balance insheet ~~the~~information ~~United~~was ~~States~~derived offrom ~~America~~the ~~and~~audited ~~are~~financial ~~presented~~statements inas USof ~~dollars~~that date.

~~Basis of Consolidation~~F-4

The consolidated financial statements include the accounts of Clutterbug Move Management, Inc., and Clutterbug for Seniors, LLC (collectively, the “Company”). All material intercompany transactions have been eliminated.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a November 30 fiscal year end.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. At August 31, 2014 and November 30, 2013, the Company had $708 and $201 of unrestricted cash to be used for future business operations. There were no cash equivalents at August 31, 2014 and November 30, 2013.

Fair Value of Financial Instruments

For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The Company’s financial instruments include cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses and due to related party. The carrying amount of the Company’s short term financial instruments approximates fair value due to the relatively short period to maturity for these instruments.

Risks and Uncertainties

The Company's operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure. See Note 2 regarding going concern matters.

CLUTTERBUG MOVE MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2014

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Concentrations of Credit Risk

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

Share-Based Payments

Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expenses resulting from share-based payments are recorded as general and administrative expense.

Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company ~~records~~recognizes revenue when ~~for~~it ~~services~~is realized ~~rendered~~or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following ~~have~~criteria are ~~occurred~~met: (1i) persuasive evidence of an arrangement exists, (2ii) the product~~/service~~ has isbeen ~~delivered,~~shipped (3iii) the sales price ~~to the customer~~ is fixed or determinable, and (4iv) collectability ~~of the related customer receivable~~ is reasonably assured. ~~There is no stated right of return for products/services.~~

Income Taxes

The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC Topic 740, “ Income Taxes ,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

Accounting guidance now codified as FASB ASC Topic 740-20, “Income Taxes – Intraperiod Tax Allocation,” clarifies the accounting for uncertainties in income taxes recognized in accordance with FASB ASC Topic 740-20 by prescribing guidance for the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. FASB ASC Topic 740-20 requires that any liability created for unrecognized tax benefits is disclosed. The application of FASB ASC Topic 740-20 may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets. The Company would recognize interest and penalties related to unrecognized tax benefits in income tax expense. At November 30, 2013 and 2012, respectively, the Company did not record any liabilities for uncertain tax positions.

Earnings per Share

In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. The Company did not have any potential common stock equivalents at August 31, 2014 and 2013.

CLUTTERBUG MOVE MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2014

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of condensed consolidated financial statements in ~~conformity~~accordance with ~~U.S.~~accounting principles generally accepted ~~accounting~~in ~~principles~~the United States requires management to make estimates and assumptions that affect the reported amounts ~~reported~~of inassets ~~the~~and ~~financial~~liabilities ~~statements~~and disclosures of contingent assets and ~~accompanying~~liabilities ~~notes.~~at ~~Such~~the ~~estimates~~date ~~and~~of ~~assumptions~~the ~~impact,~~condensed ~~among~~consolidated ~~others~~financial statements, and the ~~following:~~reported amounts of revenues and expenses during the ~~fair~~reporting ~~value~~period. ofActual ~~options~~results ~~granted~~could asdiffer ~~compensation,~~from those estimates. ofSignificant ~~the~~estimates ~~probability~~include ~~and~~the useful ~~potential~~life ~~magnitude~~ of ~~contingent~~fixed ~~liabilities~~assets and ~~the~~assumptions ~~valuation~~used ~~allowance~~in ~~for~~the ~~deferred~~fair ~~tax~~value ~~assets~~of ~~due~~stock-based tocompensation ~~continuing~~and ~~operating~~derivative ~~losses~~liability.

~~Making~~Fair ~~estimates~~Value ~~requires~~of ~~management~~Financial toAssets ~~exercise~~and ~~significant~~Liabilities ~~judgment.~~Measured Iton ~~is at least reasonably possible that the estimate of the effect of~~ a Recurring condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.Basis

~~Recent~~Level ~~Accounting~~3 ~~Pronouncements~~Financial Liabilities – Derivative conversion features and warrant liabilities

~~The~~Financial ~~Company~~assets ~~does~~and ~~not~~liabilities ~~expect~~measured ~~the~~at ~~adoption~~fair ofvalue ~~recently~~on ~~issued~~a ~~accounting~~recurring basis ~~pronouncements~~are tosummarized ~~have~~below aand ~~significant~~disclosed ~~impact~~ on the ~~Company’s~~consolidated ~~results~~balance ofsheet ~~operations,~~as ~~financial~~of ~~position~~March or31, ~~cash flows.~~2015:

NOTE 2 – GOING CONCERN

	Carrying		Fair Value Measurement Using
	Value		Level 1		Level 2		Level 3		Total

Derivative conversion features and warrant liabilities	$	1,886,136	$	—	$	—	$	1,886,136	$	1,886,136

AsThe ~~reflected~~table inbelow ~~the~~provides ~~accompanying~~a ~~financial~~summary ~~statements,~~of the ~~Company~~changes in ~~has~~fair avalue, including net ~~loss~~transfers ofin ~~$44~~and/or out,~~389~~ of all financial assets and ~~net~~liabilities ~~cash~~measured ~~used~~at infair ~~operations~~value ofon ~~$9,981~~a ~~for~~recurring basis using significant unobservable inputs (Level 3) during the ~~nine~~three months ended ~~August~~March 31, ~~2014.~~2015:

The ability of the Company to continue its operations is dependent on Management's plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence. The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.

	Fair Value Measurement Using Level 3 Inputs
	Total
Balance, January 1, 2015	$	1,898,636
Change in fair value of derivative liabilities		(12,500	)
Balance, March 31, 2015	$	1,886,136

The ~~accompanying~~fair ~~financial~~value ~~statements~~of ~~have been prepared on a going concern basis, which contemplates~~ the ~~realization~~derivative ofconversion features ~~assets~~ and ~~the~~warrant ~~satisfaction of~~ liabilities inon ~~the~~March ~~normal~~31, ~~course~~2015 ofwere ~~business.~~calculated ~~These~~using ~~financial~~a ~~statements~~Monte doCarlo ~~not~~option ~~include~~model ~~any~~valued ~~adjustments~~with ~~relating to~~ the ~~recovery~~following weighted ofaverage ~~the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.~~assumptions:

NOTE 3 – COMMITMENTS AND CONTINGENCIES

Dividend Yield		0	%
Expected Volatility		97.91-114.54	%
Risk free interest rate		0.14-0.89	%
Contractual term		0.64-3.91 years
Exercise price	$	0.35-0.50
Common shares assumed issued		2,355,632

~~Employment Agreement~~F-5

OnNet October 27, 2012 the Company entered into an employment agreement with its President. The agreement was amended on May 9, 2013. The President is to be paid $25,000 per annum. In addition to the Base Salary, the Executive may receive a performance bonus equal to Fifty Percent Income (~~50%~~Loss) ofper the Company’s net income at the end of the Company’s fiscal year, provided that the revenue of the Company is Fifty Thousand Dollars $50,000 for the year 2013. Notwithstanding anything to the contrary, the Executive’s bonus shall not exceed Twenty Five Thousand Dollars $25,000. The Agreement automatically extends for additional terms of successive one-year periods unless the company or the executive gives written notice to the other of the termination at least 30 days prior to the expiration of the one-year period. At August 31, 2014 and November 30, 2013, the Company’s President was owed accrued salary of $45,102 and $26,352, respectively.Common Share

8Net income (loss) per common share is computed pursuant to Section 260-10-45 of the Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through convertible debt, stock options or warrants.

~~CLUTTERBUG~~The following ~~MOVE~~table shows ~~MANAGEMENT,~~the outstanding ~~INC.~~dilutive Class A common shares excluded from the diluted net income (loss) per share calculation as they were anti-dilutive:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	March 31,
	2015		2014
Warrants		3,246,740		3,367,002
Conversion features on convertible notes		699,632		1,795,346
Total potentially dilutive shares		3,946,372		5,162,348

~~AUGUST~~Recently Issued ~~31,~~Accounting ~~2014~~Pronouncements

~~NOTE 3~~In –May ~~COMMITMENTS~~2014, ~~AND~~the ~~CONTINGENCIES~~Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers. Amendments in this Update create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts, and create new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2011-230—Revenue Recognition (~~CONTINUED~~Topic 605) and Proposed Accounting Standards update 2011–250—Revenue Recognition (Topic 605): Codification Amendments, both of which have been deleted. Accounting Standards Update 2014-09. The amendments in this update are effective for the Company for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the effects of ASU 2014-09 on the consolidated financial statements.

~~Litigations~~In June 2014, ~~Claims~~the Financial Accounting Standards Board issued Accounting Standards Update 2014-12, Compensation- Stock Compensation. The amendments in this update apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target can be achieved after the requisite service period. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF–13D–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, which has been deleted. The amendments require that a performance target that affects vesting and ~~Assessments~~that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. As indicated in the definition of vest, the stated vesting period (which includes the period in which the performance target could be achieved) may differ from the requisite service period. The amendments in this update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating the effects of ASU 2014-12 on the consolidated financial statements.

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results.F-6

~~NOTE~~In August 2014, the Financial Accounting Standards Board 4issued Accounting Standards Update 2014-15, Presentation of Financial Statements- Going Concern. The Update provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2013-300–Presentation of ~~DUE~~Financial TOStatements ~~RELATED~~(Topic ~~PARTY~~205): Disclosure of Uncertainties about an Entity’s Going Concern Presumption, which has been deleted. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently evaluating the effects of ASU 2014-15 on the consolidated financial statements.

~~During~~In April 2015, the ~~Nine~~Financial ~~months~~Accounting ~~ended~~Standards Board ~~August~~issued 31Accounting Standards Update 2015-03, ~~2014~~Interest—Imputation of Interest. To simplify presentation of debt issuance costs, the ~~Company’s~~amendments ~~President~~in ~~advanced~~this Update would require that debt issuance costs be presented in the ~~Company~~balance sheet as a ~~total~~direct deduction from the carrying amount of ~~$10~~debt liability,~~488~~ consistent with debt discounts or premiums. The recognition and measurement guidance for ~~operating~~debt ~~expense~~issuance costs would not be affected by the amendments in this update. ~~These~~This ~~amounts~~Accounting Standards Update is the final version of Proposed Accounting Standards Update 2014-250—Interest—Imputation of Interest (Subtopic 835-30), which has been deleted. The amendments in this update are ~~non~~effective ~~interest~~for ~~bearing~~financial statements issued for fiscal years beginning after December 15, 2015, and ~~payable~~interim ~~upon~~periods ~~demand~~within those fiscal years. The Company is currently evaluating the effects of ASU 2015-03 on the consolidated financial statements.

~~NOTE 5~~Note 3- –Going ~~STOCKHOLDERS’ EQUITY (DEFICIT)~~Concern

~~Clutterbug~~As reflected ~~for~~in the ~~Seniors~~accompanying financial statements, the ~~LLC~~Company had ~~was~~a net ~~formed~~loss and onnet cash ~~December~~used in 29operations of $963,302 and ~~2010~~$758,014, respectively, ~~under~~for the three months ended March 31, 2015. Furthermore, the ~~laws~~Company had a working capital deficiency and an accumulated deficit of ~~the~~$309,140 ~~State~~and $116,303,631, respectively, as of ~~New~~March ~~Jersey~~31, 2015. The Company does ~~was~~not generate ~~incorporated~~significant revenue. inThese factors ~~the~~raise substantial ~~State~~doubt about ofthe Company’s ~~Nevada~~ability onto ~~February~~continue 1,as ~~2012~~a going concern.

OnThe ability ~~February 1, 2012,~~ of the Company to ~~issued~~continue its ~~8,000,000~~operations as ~~shares~~a going ofconcern is ~~common~~dependent on ~~stock~~Management's plans, towhich include the raising ~~founder~~of capital ~~($0.0024~~through debt and/~~share)~~or equity ~~for~~markets with ~~services~~some additional ~~rendered.~~funding from ~~The~~other traditional ~~Company~~financing sources, ~~expensed~~including term ~~the $19~~notes,~~200~~ until ~~immediately.~~such time ~~Concurrent~~that funds ~~with~~provided by ~~the~~operations are ~~incorporation~~sufficient to offund working ~~Clutterbug~~capital requirements. ~~for~~The Company ~~Seniors,~~may need ~~LLC~~to incur onadditional liabilities ~~February~~with certain 1,related parties ~~2012,~~to sustain the Company ~~converted member~~’s ~~equity of $480 from an LLC investor to 200,000 shares of common stock ($0~~existence.~~0024/share).~~

OnThe Company ~~February~~will require 1,additional funding ~~2012~~to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes ~~issued~~its current ~~200,000~~available cash ~~shares~~along with ofanticipated revenues ~~common~~may be ~~stock~~insufficient to meet its cash needs for the ~~services~~near future. ~~value~~There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at ~~$480~~all. The ~~($0~~accompanying 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.~~0024/share)~~ These financial statements do not include any adjustments relating to the ~~current~~recovery of ~~cash~~the ~~offering~~recorded ~~price~~assets or onthe classification of the liabilities that might ~~date~~be ofnecessary ~~issuance~~should the Company be unable to continue as a going concern.

~~During~~Note 4 ~~the~~– ~~year~~Derivative ~~ended November 30, 2012, the Company issued 750,000 shares of common stock for proceeds of $7,500 ($0.01/share).~~Liabilities

~~NOTE 6~~The –Company identified ~~SUBSEQUENT~~derivative ~~EVENTS~~liabilities associated with the convertible debt and warrants issued from 2012 to 2014.

InThe Company ~~accordance~~recorded debt ~~with~~discount to ~~ASC~~the extent ~~Topic 855-10,~~ of the ~~Company~~gross proceeds ~~has~~of each ~~analyzed~~note, and ~~its~~immediately expensed ~~operations~~the remaining ~~subsequent~~derivative value toif it exceeded the ~~date~~gross proceeds. ~~these~~The Company ~~financial~~recorded a ~~statements~~derivative expense ~~were~~of $0 ~~issued~~and $936,863 ~~and~~for ~~has~~the ~~determined~~three ~~that~~months itended ~~does~~March ~~not~~31, ~~have~~2015 ~~any~~and ~~material~~2014, ~~subsequent events to disclose in these financial statements~~respectively.

9F-7

The change in fair value of derivative liabilities was a $12,500 gain for the three months ended March 31, 2015 as opposed to an $11,696 loss for the three months ended March 31, 2014.

Note 5 – Related Party Transactions

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Govindan Gopinathan, the Executive Board Chairman and largest shareholder of the Company, advanced the Company monies and the Company repaid portions of the advances. The advances were non-interest bearing and have no specified maturity date. As of March 31, 2015, the Company owed no monies to Govindan Gopinathan.

Govindan Gopinathan provided consulting services for the Company. Consulting expenses pertaining to his services were $0 and $70,000 for the three months ended March 31, 2015 and 2014, respectively, and are a component of Consulting fees - related party in the consolidated statement of operations.

Thomas Nicolette, the Chief Executive Officer, provided consulting services for the Company. Consulting expenses pertaining to his services were $45,000 and $0 for the three months ended March 31, 2015 and 2014, respectively, and are a component of Consulting fees - related party in the consolidated statement of operations.

Arthur Tilford, a former Board member, provided consulting services for the Company. Consulting expenses pertaining to his services were $5,000 and $15,000 for the three months ended March 31, 2015 and 2014, respectively, and are a component of Consulting fees - related party in the consolidated statement of operations.

Andrew Mininger, a former Board member, provided consulting services for the Company. Consulting expenses pertaining to his services were $0 and $20,000 for the three months ended March 31, 2015 and 2014, respectively, and are a component of Consulting fees - related party in the consolidated statement of operations.

Dalen Harrison, a former Board member, provided sales and marketing services for the Company. Sales and marketing expenses pertaining to his services were $0 and $20,000 for the three months ended March 31, 2015 and 2014, respectively, and are a component of Sales and marketing- related party in the consolidated statement of operations.

Note 6 – Convertible Notes Payable

Convertible notes payable consist of the following:

	March 31,			December 31,
	2015			2014
Chertoff Note		100,000			100,000

Van Damm Note		100,000			100,000

Total Convertible Notes		200,000			200,000

Unamortized Debt Discount		(42,739	)		(59,177	)

Total Convertible Notes, Net of Debt Discount		157,261			140,823

Current Portion of Convertible Notes		157,261			140,823

Long-Term Convertible Notes less Current Portion	$	—		$	—

F-8

During the three months ended March 31, 2015 and 2014, the Company recognized $16,438 and $740,408 in amortization of the debt discount, respectively, relating to the convertible notes payable.

During the three months ended March 31, 2015 and 2014, the Company recognized $0 and $104,595 in amortization of the debt issuance costs, respectively, relating to the convertible notes payable.

Note 7 – Stockholders’ Equity

Stock-Based Compensation

The Company uses the Black-Scholes option pricing model to determine the fair value of the warrants granted. In applying the Black-Scholes option pricing model to options warrants granted, the Company used the following weighted average assumptions:

	For The Three Months Ended March 31,
	2015			2014
Risk free interest rate		1.61	%		—
Dividend yield		0.00	%		—
Expected volatility		96.53	%		—
Expected life in years		5.00			—
Forfeiture Rate		0.00	%		—

There were no warrants issued for stock based compensation during the three months ended March 31, 2014.

Stock Warrants

On January 1, 2015, the Company issued warrants to purchase 500,000 shares of the Company’s common stock to Patrice McMorrow, Executive Vice President of Business Development. The warrants are exercisable for five years at an exercise price of $0.50 per share. 250,000 of the warrants vested on January 1, 2015 and the other 250,000 warrants vest on September 30, 2015. The total grant date value of the options was $408,030.

The following is a summary of the Company’s stock warrant activity during the three months ended March 31, 2015:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding – January 1, 2015		3,496,740	$	0.83		4.30
Granted		500,000	$	0.50		4.76
Exercised		-		-
Forfeited/Cancelled		-		-
Outstanding – March 31, 2015		3,996,740	$	0.79		4.14
Exercisable – March 31, 2015		3,246,740	$	0.86		4.07

F-9

At March 31, 2015, the total intrinsic value of warrants outstanding and exercisable was $1,203,000.

Stock-based compensation for stock warrants has been recorded in the consolidated statements of operations and totaled $358,087 and $0 for the three months ended March 31, 2015 and 2014, respectively.

As of March 31, 2015, unrecognized compensation costs related to non-vested warrants was $222,067. The cost is expected to be amortized over a period of 0.50 years.

Note 8 – Significant Risks and Uncertainties

Accounts Payable Concentrations

Accounts payable from a single vendor in any one year can exceed 10.0% of our total purchases. As of March 31, 2015, three vendors represented 98% of our accounts payable. As of December 31, 2014, three vendors represented 66% of our accounts payable. The loss of any key vendor would have to be replaced by others or our inability to do so may have a material adverse effect on our business and financial condition.

Note 9 – Commitments and Contingencies

Litigation

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not a party to any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Operating Leases

Rent expense was $12,286 and $6,456 for the three months ended March 31, 2015 and 2014, respectively. Future minimum payments of the Company’s leases are as follows:

2015 (remainder of year)	$	35,505
2016		48,363
2017		49,813
2018		51,308
2019		26,033
	$	211,022

Note 10 – Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company evaluated subsequent events through the date when the financial statements were issued.

The Company and its board of directors are currently involved in litigation against Michael E. Makover, M.D. (the “Plaintiff”). On April 30, 2015, the Plaintiff filed a complaint in the Court of Chancery of the State of Delaware alleging claims including breaches of fiduciary duties and certain violations of Delaware corporate law. The Company believes these claims to be unfounded and is preparing to file its answer with the Court of Chancery of the State of Delaware, which will include counterclaims against the Plaintiff. The Company is continuing to vigorously defend itself against this lawsuit.

F-10

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

This quarterly report on Form 10-Q and other reports filed by ~~Clutterbug Move Management~~iNeedMD Holdings, Inc. (the “Company”) from time to time with the SEC (collectively, the “Filings”) contain or may contain forward-looking statements and information that are ~~(collectively, the “Filings”)~~ based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-~~looking~~ looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks ~~contained in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2014,~~ relating to the Company’s business, industry, and the Company’s operations and results of operations~~, and any businesses that the Company may acquire~~. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our ~~consolidated~~ financial statements and notes thereto appearing elsewhere in this report.

Overview

~~Clutterbug~~We intend ~~Move~~for this ~~Management, Inc., was incorporated on February 1, 2012, under the laws of the State of Nevada. The Company provides personalized moving assistance and organization support services~~ discussion to ~~the~~provide ~~elderly~~information that ~~who~~will assist ~~are~~in understanding ~~seeking~~our ~~a transition to a new location. As a senior citizen move manager~~financial statements, ~~our sole officer and director services a move for~~ the changes ~~elderly~~in certain ~~including,~~key items ~~but~~in those ~~not limited to~~financial statements, ~~space~~ and ~~timetable planning, downsizing belongings, sorting possessions, organizing sales and donations, overseeing~~ the ~~transition~~primary factors ofthat accounted ~~items~~for those ~~to storage~~changes, as ~~packing~~well ~~and~~as how ~~unpacking,~~certain ~~setting~~accounting upprinciples affect our ~~client’s new residence and arranging and planning with third party movers and storage facilities to assist our clients~~financial statements.

Clutterbug for Seniors, LLC was formed on December 29, 2010, under the laws of the State of New Jersey. Pursuant to the Asset Transfer Agreement dated February 1, 2012, the Company acquired all of the outstanding assets and liabilities of Clutterbug for Seniors, LLC. For more detailed information, please refer to the Asset Transfer Agreement filed as Exhibit 2.1 to the Registration Statement on Form S-1 filed on March 14, 2013.Business Overview

WeiNeedMD Holdings, ~~are~~Inc. (formerly ~~general members~~Clutterbug Move ofManagement, Inc.) ~~the~~was incorporated ~~National~~on February ~~Association~~1, 2012, under the laws of ~~Senior~~the State ~~Move~~of ~~Managers~~Nevada. The ~~(“NASMM”),~~Company is ~~which~~a ~~provides~~medical ~~accreditation,~~device company ~~ethical~~that has ~~guidelines,~~developed a ~~best~~disposable ~~practices,~~device used asin ~~well~~the asdiagnosis, prevention, ~~marketing resources~~ and ~~partnerships~~monitoring of incardiovascular ~~our industry~~disease.

Over the next twelve months, the Company will continue to support and expand its international sales initiatives. Together with our distribution and sales agent partners, we have identified opportunities to introduce electrocardiogram services in regions that have not had prior access to this mainstay of diagnostic cardiology testing. We believe the portability and ease-of-use that are at the core of The EKG Glove system’s benefit profile will be embraced in areas of Europe, the Middle East, Asia and Africa; accelerating the rate of product adoption and implementation in these regions will be the major focus of marketing and technical selling efforts. ~~Plan~~ In the United States, the Company is forging relationships with sales partners who have a defined presence in a variety of ~~Operation~~healthcare markets that value the speed, accuracy and on-demand nature of The EKG Glove system. These markets include skilled nursing facilities, government entities, emergency medical services, and the aggregate telehealth industry. Initial seeding programs have already been implemented and the Company is poised for full product integration.

Our current plan of operation is to continue to provide our senior move management services to the elderly throughout New York City, Northern New Jersey, Westchester County, New York and the Southern Connecticut area (the “Local Network”). Over the next 12 months we plan to continue to expand our business throughout the Local Network. At this time, we have already provided services throughout New York City and Northern New Jersey. We continue to plan on focusing the scope of our operations in the most densely populated urban communities of the Local Network.

Going Concern

As reflected in the accompanying consolidated financial statements, we are in the development stage with limited operations and a net loss of $11,166 for the three months ended August 31, 2014 and a net loss for the nine months ended August 31, 2014 of $$44,389. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. This raises substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the potential trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If we are unable to secure additional funding in the manner noted above, our sole officer and director has verbally agreed to provide capital to support our business operations, offering expenses and reporting expenses as disclosed in Exhibit 10.2 to our amended registration statement on Form S-1. However, the Company has no recourse against our sole officer and director in the event that she is unable to provide the Company with capital. We believe this provides the opportunity for the Company to continue as a going concern.

Referrals

A referral occurs when a care facility facilitates the arrangement of our services to assist the relocation of an individual transitioning into an elderly care facility or nursing home (the “Care Facilities”). We generate revenue by receiving referrals from the Care Facilities. We cannot provide any assurances that the Care Facilities will continue to refer us business to support our operations. If these Care Facilities no longer provide us with referrals it will likely have a material unfavorable impact on revenues. The revenues as described in this section are not derived solely from one particular Care Facility. We generate revenue by means other than referrals from the Care Facilities, such as advertising to potential clients in our Local Network and generating engagements through word-of-mouth from clients who are satisfied with the quality of our work. We believe the amount of referrals to the Company from the Care Facilities fluctuates based on nursing home and care facility market conditions, for example, the volume of senior citizens making the transition to the Care Facilities. Therefore, the Company is uncertain as to how many referrals it will receive for the next 6-12 months.

Other than a decrease in referrals from a Care Facility, the Company does not believe there are any unusual or infrequent events or transactions or any significant economic changes which materially affected the amount of reported income from continuing operations. At this time, the Company is unaware of any material change in relationship between costs and revenues for its business operations. We do not believe the Company has been negatively impacted from inflation and changing prices on net sales, revenues, and income from continuing operations.

Results of Operations

	For the three months ended August 31, 2014			For the three months ended August 31, 2013			For the nine months ended August 31, 2014			For the nine months ended August 31, 2013
Revenue	$	360		$	916		$	1,075		$	1,900
Operating Expenses
Salary expense	$	6,250			6,250			18,750			18,750
Legal and Professional	$	4,477			-			22,035			5,525
Selling, general and administrative	$	800			1,786			4,680			7,292
Total Operating Expenses	$	11,526			8,036			45,464			31,567
Net Income (loss) from operations	$	(11,167	)		(7,120	)		(44,390	)		(29,667	)
Net Income/(Loss)	$	(11,167	)		(7,120	)		(44,390	)		(29,667	)

Summary of Statements of Operations for the Three Months Ended March 31, 2015 and 2014:

	Three Months Ended
	March 31, 2015		March 31, 2014
Revenue	$	12,306	$	—
Gross profit	$	164	$	—
Compensation	$	505,303	$	34,686
Consulting fees	$	45,496	$	365,197
Consulting fees – related party	$	50,000	$	105,000
Sales and marketing	$	93,871	$	178,262
Sales and marketing – related party	$	—	$	20,000
Research and development	$	30,000	$	65,846
General and administrative	$	230,265	$	267,024
Interest Income	$	92	$	—
Interest Expense	$	4,685	$	26,625
Amortization of debt discount	$	16,438	$	740,408
Amortization of debt issuance costs	$	—	$	104,595
Derivative Expense	$	—	$	936,863
Change in fair value of derivative liabilities	$	12,500	$	(11,696	)
Net Loss	$	963,302	$	2,856,202
Loss per common A share- basic	$	0.02	$	54.49

~~For the Three and Nine Months Ended August 31, 2014 and August 31, 2013~~2

Revenue

~~During~~Revenue was $12,306 for the three months ended ~~August~~ March 31, ~~2014~~2015 ~~and~~as compared ~~August~~to $0 ~~31,~~for ~~2013,~~ the ~~Company~~three ~~generated~~months ~~$360~~ended March ~~and~~31, ~~$916~~2014. The increase in revenue, is ~~respectively.~~primarily attributable ~~Our~~to the ~~decrease~~distribution inagreements ~~revenue~~the ~~during~~Company signed ~~this~~as ~~time~~a ~~period~~result isof ~~primarily~~their ~~attributable~~marketing toefforts. aDuring ~~decrease~~the inthree ~~marketing~~months ~~and~~ended ~~loss~~March of31, ~~referrals~~2014, ~~from~~the aCompany focused ~~care~~their efforts ~~facility~~on research and development and marketing their products.

During the nine months ended August 31, 2014 and August 31, 2013, the Company generated $1,075 and $1,900 in revenue, respectively. Our decrease in revenue during this time period is primarily attributable to a decrease in marketing and loss of referrals from a care facility.Gross Profit

~~Total~~Gross profit ~~Operating~~percentage for ~~Expenses~~the three months ended March 31, 2015 was 1.3%; there was no revenue during the three months ended March 31, 2014. During the three months ended March 31, 2015, the Company accepted some orders at discounted prices and paid shipping costs for the customers in order to increase product awareness and generate future sales.

During the three months ended August 31, 2014 and August 31, 2013, the total operating expenses of the company were $11,527 and $8,036, respectively. The increase in our operating expenses is primarily due to the company’s salary expense to its sole officer and director and an increase in general and administrative expenses due to the costs associated with being a public reporting company.Compensation

~~During~~Compensation was $505,303 for the ~~nine~~three months ended ~~August~~March 31, ~~2014~~2015 compared ~~and~~to ~~August 31~~$34,686 ~~2013,~~for the ~~total~~three ~~operating~~months ~~expenses~~ended March of31, ~~the~~2014, ~~company~~an ~~were~~increase ~~$45,464~~of ~~and~~ $31470,~~567, respectively~~617. The increase ~~in our operating expenses~~ is ~~primarily~~attributable ~~due~~ to the ~~company’s~~Company hiring ~~salary~~employees ~~expense~~ to ~~its~~perform ~~sole~~business ~~officer~~functions ~~and~~instead ~~director~~of ~~and~~hiring anconsultants. ~~increase~~Furthermore, induring ~~general~~the ~~and~~three ~~administrative~~months ~~expenses~~ended ~~due~~March 31, to2015, the ~~costs~~Company ~~associated~~expensed ~~with~~$358,087 ~~being~~in ashare ~~public~~based ~~reporting~~payments ~~company~~for warrants issued.

~~Net Loss from Operations~~Consulting Fees

~~Net~~Consulting fees, ~~loss~~including related ~~from~~party consulting ~~operations~~fees, were $95,496 for the three months ended ~~August~~March 31, ~~2014~~2015 as ~~and~~compared to ~~August 31~~$470,197 for ~~2013~~the ~~were~~three ~~$(11,167)~~months ~~and~~ended ~~$(7~~March 31,~~120)~~ 2014, ~~respectively.~~a decrease of $374,701. The ~~net~~decrease is ~~loss~~attributable to ~~from~~the Company ~~operations~~hiring ~~was~~employees ~~primarily~~instead ~~attributable~~of consultants to ~~the~~perform ~~salary~~business ~~expense~~functions. ~~and~~During the ~~general~~three ~~and~~months ~~administrative~~ended ~~expenses~~March ~~due~~31, to2014, the Company ~~costs~~utilized ~~associated~~consultants ~~with~~to ~~being~~transition from a private ~~public~~to ~~reporting~~a publicly traded company.

~~Net loss from operations for the nine months ended August 31, 2014~~ Sales and August 31, 2013 were $(44,390) and $(29,667), respectively. The net loss from operations was primarily attributable to the salary expense and general and administrative expenses due to the costs associated with being a public reporting company.Marketing

Sales and marketing expense, including related party sales and marketing fees, were $93,871 for the three months ended March 31, 2015 as compared to $198,262 for the three months ended March 31, 2014, a decrease of $104,391. The decrease is attributable to the Company no longer incurring significant marketing expenses associated the India subsidiary formed during the three months ended March 31, 2014. This was partially offset by the Company incurring significant expenses sending product demos to potential customers during the three months ended March 31, 2015.

Research and Development

Research and development expenses were $30,000 for the three months ended March 31, 2015 versus $65,846 for the three months ended March 31, 2014, a decrease of $35,846. During the three months ended March 31, 2015, the Company incurred less research and development expenses as it primarily focused on introducing its improved EKG glove and interface in the market. During the three months ended March 31, 2014, the Company focused on refining the design of its EKG glove and interface.

General and Administrative Expenses

General and administrative expenses were $230,265 for the three months ended March 31, 2015 versus 267,024 for the three months ended March 31, 2014, a decrease of $36,759. During the three months ended March 31, 2015, the Company did not incur as much legal and travel expenses, which were required to setup the Company’s subsidiary in India in the prior year. This was mostly offset by audit and accounting expenses during the three months ended March 31, 2015 that weren’t incurred during the prior year.

Interest Income

Interest income was $92 for the three months ended March 31, 2015 as compared to $0 for the three months ended March 31, 2014.

Interest Expense

Interest expense was $4,685 for the three months ended March 31, 2015 as compared to $26,625 for the three months ended March 31, 2014, a decrease of $21,940. The decrease is attributable to the Company repaying and converting most of its outstanding debt by the end of 2014.

Amortization of Debt Discount

Amortization of debt discount was $16,438 for the three months ended March 31, 2015 as compared to $740,408 for the three months ended March 31, 2014, a decrease of $723,970. The decrease is attributable to the Company repaying and converting most of its outstanding debt by the end of 2014. Most of the expense during the three months ended March 31, 2014 was attributable to the warrants issued in connection with Ayer Notes I & II.

Amortization of Debt Issuance Costs

Amortization of debt issuance costs was $0 for the three months ended March 31, 2015 as compared to $104,595 for the three months ended March 31, 2014. The decrease is attributable to the Company repaying Ayer Notes I and II during the summer of 2014.

Derivative Expense

Derivative expense was $0 for the three months ended March 31, 2015 versus $936,863 for the three months ended March 31, 2014. The decrease in the derivative expense is attributable to the value of the warrants issued in the first quarter of 2014 as consideration for extending the maturity date on Ayer Note I.

Change in Fair Value of Derivative Liabilities

Change in fair value of derivative liabilities was a gain of $12,500 for the three months ended March 31, 2015 versus a loss of $11,696 for the three months ended March 31, 2014.

Net Loss

~~Net~~For the ~~loss~~reasons mentioned above, net loss for the three months ended ~~August~~March 31, ~~2014~~2015 ~~and August 31, 2013 were~~ was $~~(11~~963,~~167) and $(7~~302,~~120).~~ ~~The~~or a ~~net~~ loss per ~~was~~share of ~~primarily~~$0.02 ~~attributable~~ to Common ~~the~~A ~~salary~~shareholders. ~~expense~~ Net ~~and~~loss for the three ~~general~~months ~~and~~ended ~~administrative~~March 31, ~~expenses~~2014 ~~due~~was to$2,856,202, or ~~the~~loss per ~~costs~~share ~~associated~~of $54.49 ~~with~~to ~~being~~Common A ~~a public reporting company~~shareholders.

Net loss for the nine months ended August 31, 2014 and August 31, 2013 were $(44,390) and $(29,667). The net loss was primarily attributable to the salary expense and the general and administrative expenses due to the costs associated with being a public reporting company.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at ~~August~~ March 31, ~~2014~~2015, compared ~~and~~to December ~~November 30~~31, ~~2013.~~ 2014:

	August 31, 2014			November 30, 2013
	March 31, 2015			December 31, 2014			Increase (Decrease)
Current Assets	$	~~708~~2,065,655		$	~~815~~2,616,029		$	(550,374	)
Current Liabilities	$	862,~~557~~374,795		$	422,~~274~~324,338		$	50,457
Working Capital Deficit	$	(85,849	)	$	(41,459	)
Working Capital (Deficit)	$	(309,140	)	$	291,691		$	(600,831	)

At August 31, 2014, we had a working capital deficit of $(85,849), as compared to a working capital deficit of $(41,459), at November 30, 2013, an increase of $44,390. The increase is primarily related to an increase in salary expense due to our sole officer and director and an increase in administrative costs associated with being a public reporting company.4

~~The~~At ~~Company~~March ~~expects~~31, ~~its~~2015, ~~current~~we ~~resources~~had working ~~to be insufficient for a period of approximately 12 months unless additional financing is received. Management has determined that additional~~ capital ~~will~~deficit ~~be required in the form~~ of ~~equity or debt securities. In addition~~$309,140 ifas wecompared ~~cannot raise additional short term capital we will be forced~~ to ~~continue~~working ~~to further accrue liabilities due to our limited cash reserves. There are no assurances that management will be able to raise~~ capital ~~on terms acceptable to the Company. If we are unable to obtain sufficient amounts~~ of ~~additional capital~~$291,691 weat ~~may~~December ~~be required to reduce the scope of our planned development~~31, ~~which could harm our business~~2014, ~~financial~~a ~~condition~~decrease ~~and~~in ~~operating~~working ~~results. If we obtain additional funds by selling any~~ capital of ~~our equity securities or by issuing common stock to pay current or future obligations~~$600, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock831. IfThe ~~adequate~~decrease ~~funds~~is ~~are~~primarily ~~not~~attributable ~~available~~ to usa ~~when~~decrease ~~needed~~in oncash ~~satisfactory~~of ~~terms~~$758, ~~we may be required to cease operating or otherwise modify our business strategy~~014.

~~For the Nine Months Ended August 31, 2014 and August 31, 2013~~Net Cash

Net cash used in operating activities for the ~~nine~~ three months ended ~~August~~ March 31, ~~2014~~ 2015 and ~~August 31, 2013,~~ 2014 was $(9758,~~981)~~ 014 and $(31,~~761)~~049, 425, respectively. The net loss for the three ~~nine~~ months ended March ~~August~~ 31, 2015 and 2014 was $963,302 and $2,856,202, ~~for~~respectively. During the ~~nine~~three months ended ~~August~~March 31, ~~2013,~~2015 the net loss was ~~$(44,390)~~offset by share based payments for warrants issued and ~~$(29,667),~~the ~~respectively.~~increase ~~Cash~~in ~~used~~inventory in ~~operating~~anticipation ~~activities~~of ~~for~~future fulfillment of distribution agreements. During the ~~nine~~three months ended ~~August~~March 31, 2014, ~~and~~the ~~August~~net ~~31,~~loss ~~2013,~~ was ~~primarily~~offset ~~for~~by ~~professional~~the ~~fees~~amortization ~~and~~of ~~administrative~~debt issuance costs and ~~associated~~debt ~~with~~discount ~~being~~on athe ~~public~~notes ~~reporting~~payable, ~~company~~and the derivative expense.

Net cash obtained through all financing activities for the nine months ended August 31, 2014 and August 31, 2013 was $10,488 and 0, respectively. Net cash obtained through financing activities for the nine months ended August 31, 2014 consisted of loans from related parties.Financings

~~Critical~~During ~~Accounting~~the ~~Policies~~three months ended March 31, 2015, the Company did not engage in any financing activities. During the three months ended March 31, 2014, we received proceeds of $400,000 from the issuance of Class A common shares and $450,000 from the issuance of a convertible note. The issuance of additional debt during the three months ended March 31, 2014 resulted in the payment of $27,000 in debt issuance costs. During the three month ended March 31, 2014, we also received advances of $10,000 from our largest shareholder.

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements require the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.Going Concern

~~The~~As reflected ~~methods, estimates, and judgment we use~~ in ~~applying our most critical accounting policies have a significant impact on~~ the ~~results we report in our~~ accompanying financial statements., the ~~The~~Company had ~~SEC~~a net ~~has~~loss and ~~defined~~net cash ~~“critical~~used in ~~accounting policies” as those accounting policies that are most important to the portrayal~~ operations of ~~our financial condition and results~~$963, 302 and ~~require us to make our most difficult and subjective judgments~~$758,014, respectively, ~~often as a result of~~ for the ~~need~~three months toended ~~make~~March ~~estimates~~31, ~~of matters that are inherently uncertain~~2015. ~~Based upon this definition~~Furthermore, ~~our most critical estimates relate to~~ the ~~fair~~Company ~~value~~had ofa ~~warrant~~working ~~liabilities.~~capital Wedeficiency ~~also~~and ~~have~~an ~~other~~accumulated ~~key~~deficit ~~accounting~~of ~~estimates~~$309,140 and $116,303,631, ~~policies~~respectively, ~~but we believe that these other policies either do not generally require us to make estimates and judgments that are~~ as ~~difficult~~of orMarch ~~as subjective~~31, or2015. itThe isCompany does ~~less~~not generate ~~likely that they would have a material impact on our reported results of operations for a given period~~significant revenue. ~~For~~These factors ~~additional~~raise substantial ~~information~~doubt about ~~see Note 2, “Summary of Significant Accounting Policies” in~~ the Company’s ~~notes~~ability to ~~our~~continue ~~reviewed~~as ~~financial~~a going ~~statements appearing elsewhere in this report~~concern. ~~Although we believe that our estimates and assumptions are reasonable, they are based upon information presently available, and actual results may differ significantly from these estimates.~~

13The ability of the Company to continue its operations as a going concern is dependent on Management's plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence.

The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying 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. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

WeAs of doMarch ~~not~~31, ~~have~~2015 and ~~any~~December 31, 2014, the Company had no off-balance sheet arrangements~~, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs)~~.

Critical Accounting Policies

We believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this “Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements and the reported amounts of revenues and expenses during the reporting period.

The Company’s significant accounting estimates and assumptions affecting the consolidated financial statements were the estimates and assumptions used in valuation of equity and derivative instruments. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Stock Based Compensation

All stock-based payments to employees, non-employee consultants, and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period. Stock- based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached or the date performance is completed. In addition, for awards that vest immediately and are non-forfeitable the measurement date is the date the award is issued.

Fair Value of Financial Instruments

We follow paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of our financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of our financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (“U.S. GAAP”), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

Derivative Instruments

We evaluate our convertible debt and warrants to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with Paragraph 810-10-05-4 and Paragraph 815-40-25 of the Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and the fair value is reclassified to equity.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers. Amendments in this Update create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts, and create new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2011-230—Revenue Recognition (Topic 605) and Proposed Accounting Standards update 2011–250—Revenue Recognition (Topic 605): Codification Amendments, both of which have been deleted. Accounting Standards Update 2014-09. The amendments in this update are effective for the Company for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the effects of ASU 2014-09 on the consolidated financial statements.

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-12, Compensation- Stock Compensation. The amendments in this update apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target can be achieved after the requisite service period. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF–13D–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, which has been deleted. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. As indicated in the definition of vest, the stated vesting period (which includes the period in which the performance target could be achieved) may differ from the requisite service period. The amendments in this update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating the effects of ASU 2014-12 on consolidated financial statements.

In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-15, Presentation of Financial Statements- Going Concern. The Update provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2013-300–Presentation of Financial Statements (Topic 205): Disclosure of Uncertainties about an Entity’s Going Concern Presumption, which has been deleted. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently evaluating the effects of ASU 2014-15 on the consolidated financial statements.

In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-03, Interest—Imputation of Interest. To simplify presentation of debt issuance costs, the amendments in this Update would require that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs would not be affected by the amendments in this update. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2014-250—Interest—Imputation of Interest (Subtopic 835-30), which has been deleted. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company is currently evaluating the effects of ASU 2015-03 on the consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended ~~August~~March 31, ~~2014~~2015, our Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our PEO and PFO concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(b) Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

WeOther than described below, we are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our ~~Annual~~annual ~~Report~~report on Form 10-K for the year ended December 31, 2014, filed with the SEC on ~~March~~April 1115, ~~2014~~2015.

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

There were no unregistered sales of the Company’s equity securities during the quarter ended ~~August~~March 31, ~~2014~~2015, other than those previously reported in a Current Report on Form 8-K.

Item 3. Defaults Upon Senior Securities.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

~~There~~Not ~~is no other information required to be disclosed under this item which has not been previously disclosed~~applicable.

159

Item 6. Exhibits.

Exhibit No.		Description
31.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 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**

101.INS		XBRL Instance Document**
*	Filed herewith
101.SCH		XBRL Taxonomy Extension Schema Document**
**	In accordance with Regulation S-T, the XBRL related information on Exhibit No. 101 to this Quarterly Report on Form 10-Q shall be deemed “furnished” herewith not “filed”.
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**

* Filed herewith10

** Furnished herewith

SIGNATURES

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

	CLUTTERBUG MOVE MANAGEMENT, INC.
	INEEDMD HOLDINGS, INC.
Date: October 20, 2014	By:	/s/ Victoria Young
Date: May 20, 2015	By:	/s/ Thomas A. Nicolette
	Name:	~~Victoria~~Thomas ~~Young~~A. Nicolette
	Title:	Chief Executive Officer
		(Principal Executive Officer)
		(Principal Financial Officer)
		(Principal Accounting Officer)

1711

Filing Compare · iNeedMD Holdings, Inc.