UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, ~~2014~~2015

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

Commission file number: 333-187248

INEEDMD HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		45-4487461
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

650 First Avenue, Third Floor

New York, New York 10016

(Address of principal executive offices)

(212) 256-9669

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

Large accelerated filer	☐	Non-accelerated filer	☐

Accelerated filer	☐	Smaller reporting company	☒

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

Aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, ~~2014~~2015: $051,611,765.

As of ~~April~~November 15, ~~2015~~2016, the registrant has one class of common equity, and the number of shares issued and outstanding of such common equity is 4852,~~014~~638,~~424~~824.

Documents Incorporated By Reference: None.

TABLE OF CONTENTS

		Page No.
PART I
Item 1.	Business	41
Item 1A.	Risk Factors	1514
Item 1B.	Unresolved Staff Comments	2825
Item 2.	Properties	2925
Item 3.	Legal Proceedings	2925
Item 4.	Mine Safety Disclosures	2925
PART II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2926
Item 6.	Selected Financial Data	3027
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	3027
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3735
Item 8.	Financial Statements and Supplementary Data	3735
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	3735
Item 9A.	Controls and Procedures	3735
Item 9B.	Other Information	3936
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3937
Item 11.	Executive Compensation	4239
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4341
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4542
Item 14.	Principal Accounting Fees and Services	4643
PART IV
Item 15.	Exhibits, Financial Statements Schedules	4744
SIGNATURES		4845

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Included in this Annual Report on Form 10-K are “forward-looking” statements, as well as historical information. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the expectations reflected in these forward-looking statements will prove to be correct. Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including matters described in the section titled “Risk Factors.” Forward-looking statements include those that use forward-looking terminology, such as the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,” “plan,” “will,” “shall,” “should,” and similar expressions, including when used in the negative. Although we believe that the expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties and we cannot assure you that actual results will be consistent with these forward-looking statements. Important factors that could cause our actual results, performance or achievements to differ from these forward-looking statements include the following:

●

the availability and adequacy of our cash flow to meet our requirements;

●

economic, competitive, demographic, business and other conditions in our local and regional markets;

●

changes in our business and growth strategy;

●

changes or developments in laws, regulations or taxes in the healthcare industry;

●

actions taken or not taken by third-parties, including our contractors and competitors;

●

the availability of additional capital; and

●

other factors discussed under the section entitled “Risk Factors” or elsewhere in this Annual Report.

All forward-looking statements attributable to us are expressly qualified in their entirety by these and other factors. We undertake no obligation to update or revise these forward-looking statements, whether to reflect events or circumstances after the date initially filed or published, to reflect the occurrence of unanticipated events or otherwise unless required by applicable law.

PART I

Item 1. Business.

~~BUSINESS OF INEEDMD~~Corporate History

~~Corporate~~Clutterbug Move ~~History~~Management, Inc. (“Clutterbug”) was incorporated on February 1, 2012 under the laws of the State of Nevada. Clutterbug provided personalized moving assistance and organization support services to the elderly who were seeking a transition to a new location. As senior citizen move managers, the Clutterbug team serviced all aspects of a life move for the elderly including, but not limited to, space and timetable planning, downsizing belongings, sorting possessions, organizing sales and donations, overseeing the transition of items to storage, packing and unpacking and setting up our client’s new residence.

~~Clutterbug~~Due to ~~Move~~the ~~Management,~~lack ~~Inc.~~of (“results in Clutterbug~~”) was~~’s ~~incorporated~~attempt onto ~~February~~implement 1its original business plan, ~~2012~~management ~~under~~determined it was in the ~~laws~~best interests of the ~~State~~shareholders ofto ~~Nevada~~look for other potential business opportunities that might be available. Effective December 24, 2014, Clutterbug, ~~provided~~Clutterbug ~~personalized~~Acquisition ~~moving~~Corp., ~~assistance and~~a ~~organization~~Nevada ~~support~~corporation ~~services~~and towholly-owned ~~the~~subsidiary ~~elderly~~of ~~who~~Clutterbug ~~were~~(“Merger Sub”), ~~seeking~~iNeedMD, Inc., a ~~transition~~privately-held toDelaware acorporation ~~new~~headquartered ~~location.~~in AsNew ~~senior~~York ~~citizen~~and ~~move~~Victoria ~~managers,~~ Young an individual (the “Majority ~~Clutterbug~~Shareholder”), ~~team~~entered ~~serviced~~into ~~all~~an ~~aspects~~Acquisition ofAgreement aand ~~life~~Plan ~~move~~of ~~for~~Merger (the ~~elderly~~“Agreement”) ~~including,~~pursuant to ~~but~~which ~~not~~the ~~limited~~Merger ~~to,~~Sub ~~space~~was merged with and ~~timetable~~into ~~planning~~iNeedMD, ~~downsizing~~ ~~belongings,~~Inc. ~~sorting~~with ~~possessions~~iNeedMD, ~~organizing~~Inc. ~~sales~~surviving ~~and~~as ~~donations,~~a ~~overseeing~~wholly-owned subsidiary of Clutterbug (the ~~transition~~“Merger”). ofThe ~~items~~transaction to(the ~~storage~~“Closing”) took place on December 24, ~~packing~~2014 (the “Closing Date”). Immediately ~~and~~following ~~unpacking~~the ~~and~~Closing ~~setting~~of upthe ~~our~~Agreement, ~~client’s~~Clutterbug ~~new~~changed ~~residence~~its business plan to that of iNeedMD, Inc.

~~Due~~On February to12, ~~the~~2015, ~~lack~~Clutterbug offiled ~~results~~an inamendment ~~Clutterbug’s attempt~~ to ~~implement~~ its ~~original~~Articles ~~business~~of ~~plan,~~Incorporation ~~management~~with ~~determined it was in~~ the ~~best~~State ~~interests~~ of ~~the~~Nevada ~~shareholders~~and tochanged ~~look~~its corporate ~~for~~name ~~other~~from ~~potential~~Clutterbug ~~business~~Move ~~opportunities~~Management, ~~that~~Inc. ~~might~~to beiNeedMD ~~available~~Holdings, Inc. ~~Effective~~On ~~December~~February 2425, ~~2014~~2015, ~~Clutterbug,~~the ~~Clutterbug~~Company ~~Acquisition Corp.,~~received anotice ~~Nevada~~from ~~corporation~~the Financial ~~and~~Industry ~~wholly-owned~~Regulatory ~~subsidiary~~Authority ~~of Clutterbug~~ (“~~Merger Sub~~FINRA”), ~~iNeedMD,~~that ~~Inc.,~~the aCompany’s ~~privately-held Delaware~~name ~~corporation~~change ~~headquartered~~application inhas ~~New~~been ~~York~~ approved and ~~Victoria~~effective ~~Young~~February an27, ~~individual~~2015, ~~(the~~Clutterbug ~~“Majority~~began ~~Shareholder”),~~trading ~~entered into~~under anits ~~Acquisition~~new ~~Agreement~~name, ~~and~~iNeedMD ~~Plan~~Holdings, ofInc. ~~Merger~~ (~~the~~ “~~Agreement~~iNeedMD”) ~~pursuant to which the Merger Sub was merged with~~. ~~and into iNeedMD~~Additionally, ~~Inc.~~on ~~with~~February ~~iNeedMD~~25, ~~Inc.~~2015, ~~surviving as a wholly-owned subsidiary of~~ Clutterbug ~~(the~~received ~~“Merger”).~~notice ~~The transaction~~from ~~(the~~FINRA ~~“Closing”)~~that ~~took~~effective ~~place~~February on27, ~~December 24~~2015, ~~2014~~it ~~(the~~will ~~“Closing~~be ~~Date”). Immediately following~~quoted ~~the~~on ~~Closing of~~ the ~~Agreement,~~OTC ~~Clutterbug~~Markets ~~changed~~under its ~~business~~new ~~plan~~trading ~~to that of iNeedMD~~symbol, ~~Inc~~“NEMD”.

~~On February 12~~iNeedMD, Inc. ~~2015,~~is ~~Clutterbug~~a ~~filed an~~medical ~~amendment~~device todevelopment ~~its~~company ~~Articles~~that ofwas ~~Incorporation~~incorporated ~~with~~in the State of ~~Nevada~~Delaware ~~and~~on ~~changed~~February ~~its corporate name from Clutterbug Move Management~~16, ~~Inc.~~ ~~to iNeedMD Holdings, Inc~~2000. OnOver ~~February 25, 2015,~~ the ~~Company received notice from the Financial Industry Regulatory Authority~~course ~~(“FINRA”)~~of ~~that~~ the ~~Company’s~~last ~~name~~twelve ~~change~~years, ~~application~~it has ~~been~~built ~~approved~~a ~~and~~balanced ~~effective~~portfolio ~~February~~of ~~27,~~intellectual ~~2015,~~property ~~Clutterbug began~~to ~~trading~~support ~~under~~the ~~its~~mobile ~~new~~health ~~name,~~and ~~iNeedMD Holdings, Inc~~telehealth industry. ~~(“iNeedMD”).~~Our ~~Additionally,~~pioneering onproduct ~~February~~development ~~25,~~programs ~~2015,~~focus ~~Clutterbug received~~on ~~notice~~easy-to-use ~~from~~systems ~~FINRA~~for ~~that~~collecting ~~effective~~a ~~February~~plurality ~~27,~~of ~~2015,~~diagnostic itinformation and ~~will~~transmitting bethat ~~quoted~~data onto ~~the~~local ~~OTC~~and/or ~~Markets~~remote ~~under its new trading symbol, “NEMD”~~locations.

~~iNeedMD,~~Acquisition ~~Inc. is a medical device development company that was incorporated in the State~~ of ~~Delaware~~Mediplex onAlliances ~~February 16, 2000~~Inc. Over the course of the last twelve years, it has built a balanced portfolio of intellectual property to support the mobile health and telehealth industry. Our pioneering product development programs focus on easy-to-use systems for collecting a plurality of diagnostic information and transmitting that data to local and/or remote locations.

Effective March 16, 2016 (the “Closing Date”), iNeedMD Holdings, Inc., ~~Overview~~a Nevada corporation (the “Company”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) by and among Mediplex Alliances Inc., a Delaware corporation (“Mediplex”), and Jonathan Loutzenhiser and Darryl Cleveland, individuals and the sole shareholders of Mediplex (the “Shareholders” and together with the Company and Mediplex, the “Parties”). On the Closing Date, pursuant to the terms and conditions of the Share Exchange Agreement, the Shareholders assigned, transferred and delivered, free and clear of all liens, 100% of the outstanding shares of common stock of Mediplex representing 100% of the equity interest in Mediplex to the Company. In exchange, the Company shall issue to the Shareholders in accordance with their ownership in Mediplex, (i) 2,500,000 shares of common stock of the Company on the Closing Date subject to a Clawback (as defined in the Share Exchange Agreement) by the Company, and (ii) 2,500,000 shares of common stock of the Company on the six-month anniversary of the Closing Date subject to a Clawback by the Company (collectively, (i) and (ii) the “Closing Shares”).

~~One~~If, at ofany time during the ~~Company’s~~twelve ~~commercialized products, The~~months ~~EKG~~after ~~GloveTM is~~the anClosing ~~FDA-cleared~~Date, ~~and~~the ~~CE-marked~~Company ~~medical~~consummates ~~device~~a ~~that~~financing wetransaction ~~believe~~in ~~will~~the ~~transform~~amount of ~~the~~at ~~way~~least ~~12-lead~~$1,000,000 ~~diagnostic~~and ~~electrocardiograms~~the ~~(EKG/ECG)~~Company ~~are~~sells ~~administered.~~or ~~The~~grants ~~ECG~~any isoption ato ~~key~~purchase ~~component~~any ofcommon ~~every~~stock ~~cardiac~~or ~~monitoring program~~common ~~for~~stock ~~“at~~equivalents ~~risk”~~entitling any ~~patients.~~Person ~~According~~(as todefined in the ~~American~~Share ~~Heart~~Exchange ~~Association,~~Agreement) ~~factors~~to ~~that~~acquire ~~classify~~shares ~~patients~~of ascommon “stock of the Company at an effective price ~~risk”~~per ~~are~~share ~~old~~that ~~age,~~is ~~tobacco~~lower ~~smoking~~than $1.00, ~~high~~then ~~blood~~the ~~triglyceride~~Shareholders ~~levels,~~shall ~~high~~be ~~low-density~~entitled ~~lipoprotein~~to ~~(LDL)~~the ~~cholesterol~~issuance ~~levels,~~of additional shares of common stock ~~low~~of ~~high-density~~the ~~lipoprotein~~Company ~~(HDL)~~in ~~cholesterol~~order ~~levels,~~to ~~high~~maintain ~~blood~~their ~~pressure,~~ownership ~~diabetes,~~interest ~~obesity,~~solely ~~chronic~~in ~~kidney~~the ~~disease,~~Closing ~~excessive alcohol~~Shares. ~~consumption,~~No ~~anxiety,~~adjustment ~~drug~~will ~~abuse,~~be ~~family~~made ~~history~~with ~~and~~respect to ~~having~~any ~~experienced~~Excepted aIssuances ~~prior~~(as ~~cardiac~~defined ~~event~~in the Share Exchange Agreement).

~~According to the World Health Organization~~Additionally, ~~ischemic~~upon ~~heart~~achievement ~~disease~~of ~~(“IHD”),~~the ~~which~~accrued ~~includes~~revenue ~~Myocardial~~milestones ~~Infarctions~~set ~~(MI/AMI),~~forth ~~angina,~~below ~~and~~prior ~~heart failure due~~ to ~~MI, was~~ the ~~leading~~end ~~cause~~ of ~~death,~~the ~~for~~2018 ~~both~~fiscal ~~men and women~~year, in the ~~United~~Company ~~States~~shall issue ~~and worldwide in 2011. According~~ to the ~~Agency for Healthcare Research and Quality~~Shareholders, ~~five~~pro-rata ~~of the top 20 most expensive conditions treated~~ in ~~U.S.~~accordance ~~hospitals by all payers in 2011 were due to cardiac related events (10.4%)~~ with ~~aggregate~~their ~~hospital~~ownership ~~costs of more than $45 billion. According to the U.S. Department of Health and Human Services,~~ in ~~2010~~Mediplex, ~~24%~~shares of ~~all~~common ~~deaths~~stock ~~within~~of the ~~United States were caused by heart disease and in 2011~~Company, ~~45%~~as ~~of men and 31% of women aged 75 years or older had reported that they were told they had heart disease at some point in their life by a physician or other health care professional.~~follows:

Given the expansive, global impact of various cardiac diseases, The EKG Glove provides healthcare workers with a standardized ECG solution that will enable them to quickly and accurately assess an individual’s cardiac health. As a result, iNeedMD’s products may assist in the management of healthcare costs and ultimately save lives. The sanitary, disposable EKG Glove is applied to the chest in under 30 seconds as the electrodes and conductive circuitry are fully integrated into a single, flexible shell. A single coaxial cable connects The EKG Glove to most ECG acquisition devices, eliminating the use of the numerous “spaghetti wires” that have been indicated in the spread of Hospital Acquired Infections (HAIs) and are easily positioned incorrectly leading to erroneous test results. In essence, The EKG Glove is an ECG “peel-and-stick” solution that facilitates the faster and more accurate collection of data that remains the mainstay in the assessment of cardiac health. We believe The EKG Glove can immediately be put into service in hospitals and other medical facilities that are looking for time-saving and infection-limiting disposable products.

	1.	upon revenues attributable to the business of Mediplex (as reflected on the Company’s financial statements prepared in accordance with Generally Accepted Accounting Principles (“GAAP”)) first reaching $7,500,000, 5,000,000 shares of common stock of the Company;

	2.	upon revenues attributable to the business of Mediplex (as reflected on the Company’s financial statements prepared in accordance with GAAP) first reaching $15,000,000, $5,000,000 of common stock of the Company as determined by dividing $5,000,000 by the volume-weighted average price on the OTC Markets OTCQB Marketplace, or applicable trading market as reported by Bloomberg L.P. of the Company’s common stock in the five (5) Trading Days (as defined in the Share Exchange Agreement) immediately prior to the Determination Date (as defined in the Share Exchange Agreement), or, if the OTCQB is not the principal trading market for the Company’s common stock, the closing bid price of such security on the principal securities exchange or trading market where the Company’s common stock is listed or traded (the “Milestone Valuation”);

iNeedMD is also focused on innovation as it relates to the acquisition and transmission of ECGs and other health data so that doctors, regardless of their physical proximity to a patient, can diagnose or rule-out a variety of medical disorders. The Company’s research efforts include the development of portable, wireless platform technologies that are Bluetooth- and WIFI-enabled. When paired with iNeedMD’s easy-to-use EKG Glove and similar products, these devices will enable individuals of various skill levels to obtain critical patient information and transmit results to skilled medical professionals at any location. In addition, the flexibility of The EKG Glove and evolving products, make partnering with other medical device manufacturers feasible where synergistic and volume-driven market opportunities exist in the point-of-care and telehealth markets. The Company is currently in discussions to pair The EKG Glove with 510(k) cleared wireless ECG devices (“EKG Glove System”) to enable immediate penetration into a variety of target markets.

	3.	upon revenues attributable to the business of Mediplex (as reflected on the Company’s financial statements prepared in accordance with GAAP) first reaching $20,000,000, $5,000,000 of common stock of the Company as determined using the Milestone Valuation; and

	4.	upon revenues attributable to the business of Mediplex (as reflected on the Company’s financial statements prepared in accordance with GAAP) first reaching $25,000,000, $5,000,000 of common stock of the Company as determined using the Milestone Valuation.

~~Target~~As described ~~Markets~~above, on March 16, 2016, the Company effectuated the Share Exchange Agreement which resulted in Mediplex, a company focused on providing various U.S. healthcare organizations with time and cost efficient medical devices that help improve patient outcomes while enhancing the management of medical practices, being acquired by the Company. On the Closing Date, pursuant to the terms of the Share Exchange Agreement, Mediplex became a wholly owned subsidiary of the Company. In exchange, we provided the Closing Shares to the Shareholders as described above.

The Shareholders ~~EKG~~and ~~Glove has~~the ~~six~~Board ~~distinct~~of Directors of Mediplex have approved the Share Exchange Agreement and the transactions contemplated ~~markets:~~ thereunder. The Board of Directors of the Company have approved the Share Exchange Agreement and the transactions contemplated thereunder.

~~1. Hospitals - Gaining acceptance of~~ The foregoing ~~EKG~~does ~~Glove~~not aspurport anto ~~essential~~be ~~component~~complete ofand ~~institutions’ cardiac screen programs, will assist the Company in solidifying the benefits of the product within the aggregate medical community. The emergency department~~ is aqualified ~~targeted user base~~ in ~~hospitals as minimizing time and maximizing accuracy are keys to effective patient triage and treatment. In addition, the disposability of The EKG Glove, along with~~ its ~~all-in-one~~entirety ~~design~~by ~~and~~reference ~~single cable connection~~ to ~~existing EKG machines supports~~ the ~~Center~~Current ~~for~~Report ~~Disease~~on ~~Control’s~~Form (CDC) directive that patient care equipment as it relates to infection prevention and control, preferably be disposable. Since hospital acquired infections are always of concern, and in light of the preparatory steps that many hospitals are taking to prevent the spread of infectious disease, The EKG Glove can be a helpful solution for delivering efficient, infection8-~~limiting~~K ~~cardiac~~filed with ~~monitoring services throughout~~ the ~~hospital~~U.S. ~~The~~Securities ~~Company has already conducted several successful clinical studies~~ and ~~trials~~Exchange inCommission aon ~~variety~~March ~~of New York hospitals including NYU Medical~~22, ~~Mount Sinai Hospital and Peconic Bay Hospital and is working to expand its reach to other private, public and military institutions in the United States and internationally~~2016.

~~2. Nursing Homes and Skilled Nursing Facilities - According to the American Association of Cardiovascular and Pulmonary Rehabilitation~~iNeedMD Holdings, ~~acute cardiac events such as myocardial infarction and heart failure affect over two million individuals in the United States each year, and over half of these individuals are over the age of 65~~Inc. Also common in older adults are cardiac surgical procedures such as coronary artery bypass and valve surgery. After cardiac events, these older adults often require rehabilitation at a skilled nursing facility (SNF) or Nursing Home; these centers often lack in-house cardiac care programs. The Company’s pairing of its easy–to-use EKG Glove with a wireless, portable ECG acquisition device (the “EKG Glove System”) provides the Company with an opportunity to deliver one of the most important and basic cardiac testing methodologies to these facilities to improve patient care. Healthcare workers, of any skill level, can be trained to adhere The EKG Glove to the patient and obtain an accurate ECG; the data is then captured for immediate interpretation by a physician and/or transmitted to the facility’s electronic health record for remote analysis or interpretation at a later time based on the medical staff’s schedule. As a result, the Company believes that integration of the EKG Glove System into nursing facilities will fill an unmet market need.Overview

~~3. Heart Rhythm Monitoring Market - With the rise in the number~~ One of ~~patients in~~ the ~~United~~Company’s ~~States~~commercialized ~~suffering from various stages of heart disease~~products, The itEKG GloveTM is ~~becoming~~an ~~increasingly~~FDA-cleared ~~necessary~~and toCE-marked ~~monitor~~medical device athat ~~patient’s~~we ~~heart~~believe ~~function~~will ontransform ~~a regular basis. Most people are familiar with~~ the ~~use~~way of12-lead, ~~ambulatory~~diagnostic ~~Holter~~electrocardiograms ~~Monitors~~(EKG/ECG) ~~used~~are byadministered. ~~cardiologists~~The toECG ~~record~~is a key ~~patient’s~~component ~~heart~~of ~~function~~every ~~over~~cardiac amonitoring 24program orfor 48“at ~~hour~~risk” ~~period~~patients. InAccording ~~addition, according~~ to the ~~National~~American ~~Center~~Heart ~~on Sleep Disorders Research~~Association, factors ~~about~~that 70classify ~~million~~patients ~~Americans suffer from sleep problems, with nearly 60 percent of those individuals being categorized~~ as ~~having a chronic disorder. Sleep studies aimed~~ “at ~~diagnosis~~risk” ofare ~~these~~old ~~disorders~~age, ~~like~~tobacco ~~sleep apnea~~smoking, ~~have~~high ~~ECG~~blood ~~monitoring~~triglyceride ~~at the core of the assessment. In both cardiac and sleep monitoring applications~~levels, ~~The~~high ~~EKG~~low-density lipoprotein ~~Glove~~(LDL) ~~when~~cholesterol ~~paired with the Company’s wireless~~levels, ~~portable~~low ~~ECG~~high-density ~~acquisition~~lipoprotein ~~device that is currently in development~~ (~~the “iNeedMD EKG Glove System”~~HDL) ~~plus~~cholesterol alevels, ~~lightweight~~high ~~vest~~blood topressure, ~~hold~~diabetes, ~~the~~obesity, chronic ~~devices~~kidney ~~in place~~disease, ~~will~~excessive ~~have~~alcohol ~~the~~consumption, ~~added~~anxiety, ~~advantage~~drug ~~of recording and transmitting ECG data via a wireless connection through a software interface to a tablet~~abuse, ~~personal~~family ~~computer~~history ~~or cell phone back to the doctor’s office in real-time. This feature will provide physicians with the capability to discover serious problems before the end of the test~~ and ~~ultimately~~having ~~help~~experienced ~~patients~~a ~~understand~~prior ~~and monitor their own health status~~cardiac event. ~~The remote communications capability of the iNeedMD EKG Glove System is likely to alleviate the burden on the medical services by allowing the ECG test to be self-administered at home.~~

5According to the World Health Organization, ischemic heart disease (“IHD”), which includes Myocardial Infarctions (MI/AMI), angina, and heart failure due to MI, was the leading cause of death, for both men and women, in the United States and worldwide in 2011. According to the Agency for Healthcare Research and Quality, five of the top 20 most expensive conditions treated in U.S. hospitals by all payers in 2011 were due to cardiac related events (10.4%) with aggregate hospital costs of more than $45 billion. According to the U.S. Department of Health and Human Services, in 2010, 24% of all deaths within the United States were caused by heart disease and in 2011, 45% of men and 31% of women aged 75 years or older had reported that they were told they had heart disease at some point in their life by a physician or other health care professional.

~~Other attractive segments~~Given ~~within~~ the ~~Heart~~expansive, ~~Rhythm~~global ~~Monitoring~~impact ~~market~~of ~~include~~various ~~the~~cardiac ~~use of~~diseases, The EKG Glove, provides healthcare workers with ~~existing~~a standardized ECG ~~machines~~solution orthat ~~paired~~will ~~with a~~enable ~~wireless~~them ~~portable~~to ~~ECG~~quickly ~~acquisition~~and ~~device,~~accurately byassess ~~Clinical~~an ~~Research~~individual’s ~~Organizations~~cardiac ~~(CROs)~~health. ~~involved~~As a result, iNeedMD’s products may assist in ~~pharmaceutical~~the ~~drug~~management ~~development~~of healthcare costs and ultimately save lives. The sanitary, disposable EKG Glove is ~~Throughout~~applied to the ~~multi-phase~~chest ~~process,~~in ~~assessment~~under of30 aseconds ~~chemical~~as ~~compound’s~~the ~~potential~~electrodes ~~impact~~and onconductive ~~cardiac~~circuitry ~~health~~are ~~must~~fully beintegrated ~~completed.~~into a single, flexible shell. A ~~research~~single ~~professional~~coaxial ~~can~~cable ~~utilize~~ connects The EKG Glove to ~~quickly~~most ~~and~~ECG ~~precisely~~acquisition ~~position~~devices, ~~leads~~eliminating on the ~~patient~~use orof ~~volunteer~~the numerous “spaghetti wires” that have been indicated in the spread of Hospital Acquired Infections (HAIs) and ~~acquire~~are easily positioned incorrectly leading to erroneous test results. In essence, The EKG Glove is an ECG “peel-and-stick” solution that facilitates the faster and more accurate ~~ECG~~collection ~~tracing~~of ~~while~~data ~~effectively~~that ~~minimizing~~remains the ~~risk~~mainstay in the assessment of ~~lead~~cardiac health. ~~misplacement~~We orbelieve ~~transmission~~The ofEKG ~~infection~~Glove can ~~as compared~~immediately tobe ~~the~~put ~~utilization~~into ofservice ~~traditional~~in ~~reusable,~~hospitals ~~“spaghetti~~and ~~wire”~~other ~~leads~~medical facilities that are looking for time-saving and infection-limiting disposable products.

	4.	Medical Transport - When emergency medical technicians (EMTs) wirelessly transmit electrocardiograms (ECG) directly to a cardiologist or attending physician’s Bluetooth-enabled device for immediate interpretation, heart attack patients can potentially receive an artery-opening procedure in half the usual time. The physician, upon observing definitive signs of a heart attack via remote acquisition, can direct hospital staff to have the patient bypass the emergency department upon arrival and go directly to the catheterization laboratory for treatment. Since The EKG Glove can facilitate accurate ECG lead placement in under 30 seconds, the product’s ease-of-use can improve the efficiency of the EMT and helps ensure the precision of the ECG tracing is of diagnostic quality. The American College of Cardiology (ACC) and the American Heart Association recommend that patients have their arteries opened directly within 90 minutes of arriving at the hospital; as a result if the EKG Glove System facilitates a quicker "door-to-reperfusion" rate, the more likely the heart muscle and the patient will be saved.
	5.	Remote Medical Assessment - As previously noted above,wirelessly transmitting electrocardiograms (ECG) via Bluetooth-enabled devices directly to physicians for immediate assessment and interpretation improves the quality of patient care. This is especially true in geographically isolated regions or other settings where cardiac care physicians are absent or inaccessible. In remote locations such as in rural communities, telehealth adoption is significantly higher as compared to hospitals in urban areas. For example, Alaska hospitals reported the highest percent of telehealth adoption at 75 percent; Arkansas at 71 percent; South Dakota at 70 percent; and Maine at 69 percent. In addition, the Department of Veterans Affairs recently reported that 690,000 veterans received care via 2 million telehealth visits in fiscal year 2014 which ended in September 2014 – that’s 12 percent of all veterans enrolled in VA health care. Home telehealth is a growing segment of the category and often only encompasses the acquisition of vital signs such as pulse, weight, blood pressure and temperature. Since The EKG Glove is capable of being self-adhered given its all-in-one design, and the Bluetooth ECG acquisition device can be configured to facilitate ECG transmission with minimal patient interface, this user-friendly system has the potential to enable off-site cardiac assessments into a home telehealth menu of services.

IniNeedMD ~~addition,~~is ~~according~~also tofocused ~~the~~on ~~Western~~innovation ~~Journal~~as ofit ~~Emergency~~relates ~~Medicine,~~to ~~medical~~the ~~incidents~~acquisition ~~that~~and ~~occur~~transmission ~~during~~of ~~commercial~~ECGs ~~air~~and ~~travel,~~other ~~often require~~health ~~assistance~~data ~~from~~so athat ~~medical professional facilitated through the services of remote emergency response centers. “MedAire~~doctors,” ~~“The~~regardless ~~First Call,” and the University~~ of ~~Pittsburgh~~their ~~Medical~~physical ~~Center’s~~proximity ~~“StatMD,”~~to ~~for~~a ~~example~~patient, ~~offer 24-hour~~can ~~consultations~~diagnose ~~via~~or ~~call~~rule-out ~~centers~~a ~~staffed~~variety byof ~~physicians~~medical disorders. ~~MedAire~~The ~~responds~~Company’s research toefforts aninclude ~~average~~the development of 17portable,~~000~~ ~~cases~~wireless ~~per~~platform ~~year.~~technologies ~~Emergency medical~~that ~~kits onboard aircraft~~ are ~~not~~Bluetooth- ~~required~~and ~~to include cardiac monitoring equipment such as The EKG Glove System~~WIFI-enabled. ~~Adding~~When ~~this~~paired ~~device~~with ~~system~~iNeedMD’s easy-to-use EKG anGlove and ~~emergency~~similar ~~response protocol to enable the acquisition ECGs for interpretation by doctors at a call center~~products, ~~can~~ ~~assist~~these indevices ~~ruling~~will ~~out~~enable individuals of ~~events~~various ~~initially~~skill ~~perceived~~levels asto ~~cardiac,~~obtain orcritical ~~confirm~~patient ~~the~~information ~~need~~and ~~for~~transmit ~~the~~results ~~crew/pilot~~ to ~~request~~skilled ~~further~~ medical ~~assistance~~ ~~that~~professionals ~~may~~at ~~require~~any ~~diversion~~location. In ofaddition, the ~~flight~~flexibility ~~to the nearest airport capable~~ of ~~landing the aircraft.~~ The ~~act~~EKG ~~of diverting a full aircraft is expensive~~ Glove and isevolving ~~estimated to range between $3~~products,~~000~~ ~~and~~make ~~$100,000~~partnering ~~depending~~with onother ~~the~~medical ~~size~~device manufacturers offeasible ~~the~~where ~~plane~~synergistic and ~~the~~volume-driven ~~basic costs~~market ofopportunities ~~refueling,~~exist ~~plus~~in the ~~financial consequences~~ point-of re-~~routing~~care ~~passengers~~and telehealth markets. The WeCompany ~~believe~~is ~~the~~currently ~~development~~in ofdiscussions ~~the~~to ~~iNeedMd~~pair The EKG Glove ~~System~~ with is510(k) ~~timely~~cleared aswireless ~~on-board~~ECG ~~Wi-Fi~~devices ~~access~~(“EKG Glove ~~becomes~~System”) ~~more~~to ~~prominent~~enable onimmediate ~~commercial~~penetration ~~airlines~~into ~~which~~a ~~will~~variety ~~facilitate the remote transmission~~ of ~~critical~~target ~~cardiac data~~markets. ~~We believe this will allow medical and airline professionals to make well-informed and potentially life-and cost-saving decisions.~~

6Target Markets

~~6. Urgent Care Health Clinics - According to AMN Healthcare, walk-in facilities afford widespread access to care for minor illnesses and a less-expensive alternative to after-hours care.~~ The professional staff is also trained to recognize an urgent matter and refer the patient to the nearest emergency department. Many of the established retail clinics, such as Walgreens’ Healthcare Clinic, are expanding into diagnosing and treating chronic illnesses. Regardless of the treatment scenario, the addition of the user-friendly EKG Glove has ~~System~~six ~~for~~distinct ~~a rapid and accurate assessment of an individual’s cardiac health may provide clinics with more efficient and cost-effective care programs that ultimately improve patient outcomes.~~markets:

~~Manufacturing~~1. Hospitals - Gaining acceptance of The EKG Glove as an essential component of institutions’ cardiac screen programs, will assist the Company in solidifying the benefits of the product within the aggregate medical community. The emergency department is a targeted user base in hospitals as minimizing time and maximizing accuracy are keys to effective patient triage and treatment. In addition, the disposability of The EKG Glove, along with its all-in-one design and single cable connection to existing EKG machines supports the Center for Disease Control’s (CDC) directive that patient care equipment as it relates to infection prevention and control, preferably be disposable. Since hospital acquired infections are always of concern, and in light of the preparatory steps that many hospitals are taking to prevent the spread of infectious disease, The EKG Glove can be a helpful solution for delivering efficient, infection-limiting cardiac monitoring services throughout the hospital. The Company has already conducted several successful clinical studies and trials in a variety of New York hospitals including NYU Medical, Mount Sinai Hospital and Peconic Bay Hospital and is working to expand its reach to other private, public and military institutions in the United States and internationally.

~~The~~2. ~~services~~Nursing ofHomes anand ~~outside~~Skilled ~~operator,~~Nursing ~~Wilson~~Facilities -~~Hurd Manufacturing~~ ~~(WH)~~According to the American Association of ~~Berlin~~Cardiovascular and Pulmonary Rehabilitation, ~~Wisconsin~~acute cardiac events such as myocardial infarction and heart failure affect over two million individuals in the United States each year, and over half of these individuals are ~~utilized~~over the age of 65. Also common in older adults are cardiac surgical procedures such as coronary artery bypass and valve surgery. After cardiac events, these older adults often require rehabilitation at a skilled nursing facility (SNF) or Nursing Home; these centers often lack in-house cardiac care programs. The Company’s pairing of its easy–to-use ~~run~~EKG Glove with a wireless, ~~build~~portable ~~and~~ECG ~~manage~~acquisition device (the ~~manufacturing~~“EKG ~~process~~Glove System”) provides the Company with an opportunity to deliver one of the most important and basic cardiac testing methodologies to these facilities to improve patient care. Healthcare workers, of any skill level, can be trained to adhere The EKG Glove~~. WH~~ ~~has~~to ~~manufacturing~~the patient and ~~quality~~obtain ~~control~~an ~~systems~~accurate ~~that~~ECG; ~~comply~~the ~~with~~data ~~ISO~~is ~~9001:2008,~~then ~~ISO~~captured ~~13485:2013~~for immediate interpretation by a physician and/or ~~FDA~~transmitted ~~regulatory~~to ~~requirements~~the facility’s electronic health record for remote analysis or interpretation at a later time based on the medical staff’s schedule. As a result, the Company believes that integration of the EKG Glove System into nursing facilities will fill an unmet market need.

A3. ~~semi~~Heart Rhythm Monitoring Market -~~automated~~ ~~process~~With isthe ~~currently used~~rise toin ~~manufacture~~ the ~~EKG~~number ~~Glove, where~~of ~~human~~patients ~~interaction~~in the United States suffering from various stages of heart disease, it is becoming increasingly necessary to ~~move~~monitor ~~each~~a ~~individual~~patient’s ~~glove~~heart ~~through the~~function ~~assembly~~on ~~line~~a regular basis. ~~Under~~Most people are familiar with the ~~current~~use ~~assembly~~of ~~line~~ambulatory ~~configuration,~~Holter ~~bulk~~Monitors ~~production~~used ofby cardiologists to record a patient’s heart function over a 24 or 48 hour period. In addition, according to the ~~disposable EKG~~National ~~Glove is approximately~~Center 25on Sleep Disorders Research,~~000~~ ~~gloves~~about ~~per~~70 ~~month~~million ~~(per~~Americans ~~shift).~~suffer WHfrom ~~can~~sleep ~~expand~~problems, ~~production~~with ~~capacity~~nearly by60 ~~adding~~percent upof tothose 2individuals ~~additional~~being ~~shifts~~categorized ~~for~~as having a ~~maximum~~ chronic disorder. Sleep studies aimed at diagnosis of 75these disorders like sleep apnea,~~000~~ ~~gloves~~have ~~per~~ECG ~~month~~monitoring at the core of the assessment. ~~Should~~In ~~volume~~both ~~requirements~~cardiac ~~warrant~~and ansleep ~~incremental~~monitoring ~~increase~~applications, inThe ~~production~~EKG ~~capacity~~Glove when paired with the Company’s wireless, ~~iNeedMD~~ portable ECG acquisition device that is ~~ready~~currently in development (the “iNeedMD EKG Glove System”) plus a lightweight vest to ~~commence~~hold the ~~construction~~devices in place, will have the added advantage of ~~one~~recording ~~fully~~and ~~automated,~~transmitting ~~no-touch~~ECG ~~assembly~~data ~~line.~~via ~~Such~~a wireless connection through a ~~line~~software ~~can~~interface beto ~~operated~~a intablet, ~~two~~personal ~~eight hour~~computer ~~shifts~~or ~~producing~~cell ~~83,000 EKG~~phone ~~Gloves monthly~~back ~~(per~~to ~~shift)~~the doctor’s office in real-time. This ~~would~~feature ~~increase~~will ~~the~~provide ~~production~~physicians ~~capacity~~with the capability to ~~approximately 166,000~~discover ~~gloves~~serious ~~per~~problems ~~month~~before ~~(assuming~~the 2end ~~shifts~~of ~~per~~the ~~day)~~test and itultimately ishelp ~~estimated~~patients ~~that~~understand ~~the~~and ~~fully~~monitor ~~automated~~their ~~line~~own ~~will~~health ~~reduce~~status. ~~the~~The ~~per-unit cost~~remote communications capability of ~~The~~ the iNeedMD EKG Glove System is likely to alleviate the burden on the medical services by ~~approximately~~allowing ~~25%~~the ~~(assuming~~ECG ~~two~~test ~~shifts)~~to be self-administered at home.

~~Products and Usage~~3

1Other attractive segments within the Heart Rhythm Monitoring market include the use of The EKG Glove, with existing ECG machines or paired with a wireless portable ECG acquisition device, by Clinical Research Organizations (CROs) involved in pharmaceutical drug development. Throughout the multi-phase process, assessment of a chemical compound’s potential impact on cardiac health must be completed. A research professional can utilize The EKG Glove to quickly and precisely position leads on the patient or volunteer and acquire an accurate ECG tracing while effectively minimizing the risk of lead misplacement or transmission of infection as compared to the utilization of traditional reusable, “spaghetti wire” leads.

The EKG Glove is a single-use, disposable medical device that replaces the traditional EKG lead wires and electrodes used in the diagnosis of and screening for cardiovascular disease. The EKG Glove has been designed to obtain a full, diagnostic, 12 lead, resting electrocardiogram (ECG/EKG) using embedded printed circuitry connected to pre-positioned electrodes affixed to the underside of a glove-like sheath (or shell).

	4.	Medical Transport - When emergency medical technicians (EMTs) wirelessly transmit electrocardiograms (ECG) directly to a cardiologist or attending physician’s Bluetooth-enabled device for immediate interpretation, heart attack patients can potentially receive an artery-opening procedure in half the usual time. The physician, upon observing definitive signs of a heart attack via remote acquisition, can direct hospital staff to have the patient bypass the emergency department upon arrival and go directly to the catheterization laboratory for treatment. Since The EKG Glove can facilitate accurate ECG lead placement in under 30 seconds, the product’s ease-of-use can improve the efficiency of the EMT and helps ensure the precision of the ECG tracing is of diagnostic quality. The American College of Cardiology (ACC) and the American Heart Association recommend that patients have their arteries opened directly within 90 minutes of arriving at the hospital; as a result if the EKG Glove System facilitates a quicker "door-to-reperfusion" rate, the more likely the heart muscle and the patient will be saved.

	5.	Remote Medical Assessment - As previously noted above, wirelessly transmitting electrocardiograms (ECG) via Bluetooth-enabled devices directly to physicians for immediate assessment and interpretation improves the quality of patient care. This is especially true in geographically isolated regions or other settings where cardiac care physicians are absent or inaccessible. In remote locations such as in rural communities, telehealth adoption is significantly higher as compared to hospitals in urban areas. For example, Alaska hospitals reported the highest percent of telehealth adoption at 75 percent; Arkansas at 71 percent; South Dakota at 70 percent; and Maine at 69 percent. In addition, the Department of Veterans Affairs recently reported that 690,000 veterans received care via 2 million telehealth visits in fiscal year 2014 which ended in September 2014 – that’s 12 percent of all veterans enrolled in VA health care. Home telehealth is a growing segment of the category and often only encompasses the acquisition of vital signs such as pulse, weight, blood pressure and temperature. Since The EKG Glove is capable of being self-adhered given its all-in-one design, and the Bluetooth ECG acquisition device can be configured to facilitate ECG transmission with minimal patient interface, this user-friendly system has the potential to enable off-site cardiac assessments into a home telehealth menu of services.

In addition, according to the Western Journal of Emergency Medicine, medical incidents that occur during commercial air travel, often require assistance from a medical professional facilitated through the services of remote emergency response centers. “MedAire,” “The First Call,” and the University of Pittsburgh Medical Center’s “StatMD,” for example, offer 24-hour consultations via call centers staffed by physicians. MedAire responds to an average of 17,000 cases per year. Emergency medical kits onboard aircraft are not required to include cardiac monitoring equipment such as The EKG Glove System. Adding this device system to an emergency response protocol to enable the acquisition ECGs for interpretation by doctors at a call center, can assist in ruling out of events initially perceived as cardiac, or confirm the need for the crew/pilot to request further medical assistance that may require diversion of the flight to the nearest airport capable of landing the aircraft. The act of diverting a full aircraft is ~~FDA-cleared~~expensive and is estimated to range between $3,000 CEand ~~Marked~~$100,000 depending on the size of the plane and ~~protected~~the bybasic ~~eight~~costs ~~(8)~~of Urefueling, plus the financial consequences of re-routing passengers.S We believe the development of the iNeedMd EKG Glove System is timely as on-board Wi-Fi access becomes more prominent on commercial airlines which will facilitate the remote transmission of critical cardiac data. We believe this will allow medical and ~~three~~airline ~~(3)~~professionals ~~international~~to ~~patents:~~make well-informed and potentially life-and cost-saving decisions.

The key distinction between The EKG Glove and the traditional method of EKG administration is the removal of the 10 wire leads, commonly referred to as “spaghetti wires” and having the electrodes embedded into the form factor of The EKG Glove. 4

To6. ~~obtain~~Urgent aCare ~~tracing,~~Health ~~the~~Clinics ~~operator~~- ~~need only~~According ~~(i)~~to ~~remove~~AMN ~~the~~Healthcare, ~~backing;~~walk-in ~~(ii)~~facilities ~~slip~~afford ~~on The~~widespread ~~EKG~~access ~~Glove;~~to ~~(iii)~~care ~~properly~~for ~~position~~minor illnesses and ~~apply~~a itless-expensive alternative to ~~the~~after-hours ~~patient’s chest;~~care. ~~(iv)~~The ~~attach~~professional ~~the~~staff ~~three~~is ~~extendable~~also ~~electrodes,~~trained ~~(vv)~~to ~~plug~~recognize ~~the~~an 10urgent ~~pin~~matter ~~connector~~and ofrefer the ~~accessory~~patient ~~cable~~to ~~into The~~the ~~EKG Glove, and~~nearest ~~(v)~~emergency ~~plug~~department. ~~the~~Many ~~other~~of ~~connector~~the toestablished ~~any~~retail ~~compatible~~clinics, ~~ECG~~such ~~monitoring~~as ~~device.~~Walgreens’ AHealthcare ~~full 12-Lead~~Clinic, ~~diagnostic~~are ~~ECG~~expanding ~~will be~~into ~~produced~~diagnosing and ~~viewable~~treating chronic illnesses. ~~This~~Regardless ~~entire~~of ~~procedure~~the ~~can~~treatment bescenario, ~~completed~~the inaddition ~~under~~of 1the ~~minute. The~~user-friendly EKG Glove ~~can~~ beSystem ~~utilized with~~for ~~most~~a ~~existing~~rapid ~~EKG~~and ~~machines~~accurate inassessment ~~hospitals~~of oran ~~doctors~~individual’s ~~offices~~cardiac health may provide clinics with more efficient and cost-effective care programs that ultimately improve patient outcomes.

7Manufacturing

2The services of an outside operator, Wilson-Hurd Manufacturing (WH) of Berlin, Wisconsin, are utilized to run, build and manage the manufacturing process of the EKG Glove. ~~Proprietary~~WH ~~Acquisition~~has ~~Devices~~manufacturing and quality control systems that comply with ISO 9001:2008, ISO 13485:2013 and FDA regulatory requirements.

~~iNeedMD~~A semi-automated process is incurrently used to manufacture the ~~process~~EKG ofGlove, where ~~formalizing~~human ~~relationships~~interaction is necessary to ~~with~~move ~~third~~each ~~party~~individual ~~device~~glove ~~manufacturers~~through tothe ~~supply~~assembly ~~wireless~~line. Under the current assembly line configuration, ~~FDA-cleared~~bulk production of the disposable EKG Glove is approximately 25,000 ~~Bluetooth-enabled~~gloves ~~(with~~per ~~USB-connected~~month ~~capability~~(per shift). ~~ECG~~WH ~~acquisition devices~~can ~~that~~expand ~~will~~production ~~allow~~capacity ~~the~~by ~~cardiac~~adding ~~tracings~~up to be2 ~~transmitted~~additional shifts tofor a ~~wide~~maximum ~~variety~~ of ~~devices~~75,000 ~~including~~gloves ~~laptops,~~per ~~tablets~~month. ~~and~~Should ~~ultimately cell~~volume ~~phones.~~requirements ~~Device~~warrant ~~software~~an ~~will~~incremental ~~permit~~increase ~~live~~in ~~streaming~~production ofcapacity, iNeedMD ~~the~~is ~~ECG~~ready ~~and~~to commence the ~~saving~~construction ~~and~~of ~~forwarding~~one offully ~~various~~automated, ~~file~~no-touch ~~types~~assembly ~~that~~line. ~~are~~Such a line can be operated in two ~~compatible~~eight ~~with~~hour ~~data~~shifts ~~stored~~producing ~~within~~83,000 EKG ~~Electronic~~Gloves monthly ~~Health~~(per ~~Record~~shift). This would increase the production capacity to approximately 166,000 gloves per month (~~EHR~~assuming 2 shifts per day) ~~systems.~~and ~~All~~it ~~partners~~is ~~will~~estimated ~~provide~~that ~~some~~the ~~customization~~fully ofautomated ~~their~~line will reduce ~~software~~the ~~interface~~per-unit tocost ~~ensure~~of The ~~compatibility~~EKG ~~with~~Glove by ~~existing~~approximately ~~EHRs~~25% (assuming two shifts).

~~The Company is also developing its own wireless,~~Products ~~portable health information acquisition device that will be Bluetooth-~~ and Wi-Fi-enabled, and be application driven to offer a seamless, user-friendly interface with laptops, tablets and cell phones. iNeedMD is also exploring an agreement with an India-based interpretation services providers that will allow the Company to provide healthcare clients with interpretations service from certified cardiologists and other specialists if local access is not feasible.Usage

~~The Company is dependent on third-party service providers to develop, deliver and maintain certain aspects of its product and operations, including the manufacturing of its ECG acquisition devices~~1. Until such time as the Company’s own acquisition device is fully developed, the Company will rely on third parties for the initial pairing, development and clearance of the ECG acquisition device with The EKG Glove. The Company has limited control over these third parties. Any discontinuation of these third-party services, or any reduction in performance or increase in price that would require the Company to replace such services, would disrupt its business. In the event that these service providers are unable to operate to the Company’s satisfaction, it would be forced to seek other firms to provide these services. There can be no assurance that services from substitute providers would be available on reasonable terms, if at all. Such an occurrence would involve significant delay and expense and would have a material adverse effect on the Company’s business, prospects, results of operations and financial condition.

~~Competition~~The EKG Glove is a single-use, disposable medical device that replaces the traditional EKG lead wires and electrodes used in the diagnosis of and screening for cardiovascular disease. The EKG Glove has been designed to obtain a full, diagnostic, 12 lead, resting electrocardiogram (ECG/EKG) using embedded printed circuitry connected to pre-positioned electrodes affixed to the underside of a glove-like sheath (or shell).

WeThe EKG ~~believe the Company~~ Glove is ~~in an unprecedented position in having the only~~ FDA-cleared ~~12-lead diagnostic EKG product that is sanitary~~, ~~disposable~~CE ~~and~~Marked ~~is easy enough to apply that even a patient has the potential to position accurately on himself/herself which can improve patient comfort~~ and care. The product features may also decrease the personnel demands within the healthcare system as it can allow less technical staff to assist healthcare professionals in preparing the patient for an electrocardiogram. It may also help facilitate the implementation of telehealth initiatives related to heart health in a more streamlined, accessible manner. Its innovations are protected by ~~8 patents~~eight (~~international patents are held in China, India and Israel~~8), ~~which we believe will make it difficult for any company to compete with a similar product~~U. In addition, iNeedMD’s intellectual property portfolio encompasses a system for collecting and transmitting a plurality of diagnostic information to remote locations, as well as receiving data which helps to safeguard future product development effortsS. ~~Aside from an EKG diagnostic device, patent-protections include blood pressure, pulse rate,~~ and ~~temperature~~three ~~monitoring,~~(3) asinternational ~~well as an auscultation device, all within the easy-to-use glove framework.~~patents:

The ~~Company believes the primary obstacle~~ ~~for~~key ~~market~~distinction ~~penetration~~between The ~~will~~EKG ~~come~~Glove and ~~from~~the ~~apathy~~traditional tomethod ~~change, fear~~ of ~~financial~~EKG ~~uncertainty~~administration ~~due~~is tothe ~~change,~~removal ~~fear~~ of the ~~application of~~ ~~new~~10 ~~and~~wire ~~innovative~~leads, ~~technologies~~commonly ~~and~~referred ~~the unwillingness~~ to ~~learn~~as ~~new~~“spaghetti ~~products~~wires” and ~~methods~~having ~~even~~the ifelectrodes ~~that~~embedded ~~change~~into ~~would enhance~~ the ~~workplace. Primary~~form ~~competition~~factor ~~should be segmented by two distinct markets. For~~of The EKG Glove used in tandem with standard legacy ECG machinery via a single coaxial cable, other non-disposable or single-use leadwire systems that are less user-friendly pose a competitive threat as they may have long terms contracts (purchase orders and maintenance agreements) and/or be associated with larger companies.

8To obtain a tracing, the operator need only (i) remove the backing; (ii) slip on The EKG Glove; (iii) properly position and apply it to the patient’s chest; (iv) attach the three extendable electrodes, (vv) plug the 10 pin connector of the accessory cable into The EKG Glove, and (v) plug the other connector to any compatible ECG monitoring device. A full 12-Lead, diagnostic ECG will be produced and viewable. This entire procedure can be completed in under 1 minute. The EKG Glove can be utilized with most existing EKG machines in hospitals or doctors’ offices.

~~Snapshot of EKG Glove versus Leadwire Competitors:~~5

Company EKG Devices	iNeedMD, Inc. EKG Glove	LifeSYNC, Corp. LeadWear	Various Manufacturers Traditional ECG Electrodes
Universally Compatible	YES	No	Yes
Prescription Ready	YES	Yes	Yes
Always Sanitary	YES	Yes	No
Electromagnetic Interference Protected	YES	No	No
Limited/No Patient Prep Required	YES	No	No
Disposable	YES	Yes	Available
No “Spaghetti Wire”	YES	Yes	No
No Additional Electrodes	YES	No	No
Wireless Availability	YES	Yes	No
Can be applied in under 1 minute	YES	No	No
Radiolucent	YES	Yes	No
Compact Light Weight	YES	Yes	Yes
Mobile	YES	Yes	Yes
No External leads from device needed	YES	No	No
Hypoallergenic	YES	Yes	Yes
No Arms and Legs Leads	YES	Yes	No
Made in the USA	YES	No	Yes/No
MSRP for 12 Lead	$20.00	$15.00	$0.85 to $3.00

2.	Proprietary Acquisition Devices

AsiNeedMD is ~~noted~~ in the ~~table~~process ~~above, The EKG~~of ~~Glove is~~formalizing ~~currently~~relationships ~~the~~with ~~only~~third ~~disposable~~party device manufacturers to supply wireless, ~~all~~FDA-~~in-one~~cleared, 12Bluetooth-~~Lead~~enabled (with ~~system~~USB-connected capability) ECG acquisition devices that ~~offers~~will allow the cardiac tracings to be transmitted to a ~~time-efficient~~wide variety of devices including laptops, ~~accurate~~tablets ~~application in~~and ~~less~~ultimately ~~than~~cell 1phones. ~~minute,~~Device ~~regardless~~software ofwill ~~the~~permit ~~skill~~live ~~level~~streaming of the ~~individual/technician~~ECG ~~positioning~~and the saving ~~device~~and onforwarding ~~the~~of ~~patient~~various file types that are compatible with data stored within Electronic Health Record (EHR) systems. All partners will provide some customization of their software interface to ensure compatibility with existing EHRs.

~~When~~ The Company ~~EKG Glove~~ is ~~paired~~ ~~with~~also andeveloping ~~ECG~~its ~~acquisition~~own ~~device~~wireless, ~~different~~portable ~~competitive~~health ~~profiles~~information ~~emerge.~~acquisition ~~The~~device ~~institutional/hospital~~that ~~market~~will isbe ~~dominated by existing, mainline EKG machines sold by large well~~Bluetooth-~~known~~ ~~manufacturers~~ and ~~their distributors. In this scenario~~Wi-Fi-enabled, ~~we define our~~ ~~competition~~and asbe ~~companies~~application ~~that~~driven ~~sell~~to ~~fixed~~offer ora ~~large~~seamless, ~~ECG~~user-friendly ~~machines~~interface ~~that~~with ~~are far from portable~~laptops, ortablets ~~complex~~and ~~PC-based~~cell ~~ECG systems~~phones. ~~Many of these competitors have greater access to capital than~~ iNeedMD ~~which~~is ~~can~~also exploring ~~help~~an ~~maintain~~agreement orwith ~~expand~~an ~~their market~~India-~~share.~~based Asinterpretation aservices ~~result, this~~providers ~~market~~that ~~may~~will ~~have~~allow ~~substantial~~the ~~barriers~~Company to ~~entry~~provide ~~when the pairing of The EKG Glove with a more portable ECG~~healthcare ~~acquisition~~clients ~~device. However, iNeedMD’s EKG Glove has the benefit of being uniquely compatible~~ with ~~these devices~~interpretations ~~via~~service afrom ~~single~~certified ~~coaxial~~cardiologists ~~cable;~~and ~~therefore, The~~other ~~EKG~~specialists ~~Glove can~~if belocal ~~integrated~~access ~~into~~is ~~most~~not ~~hospital systems as a valued accessory that can improve workflow and patient comfort and care~~feasible.

The Company ~~traditional~~is ~~ECG~~dependent ~~machines~~on ~~and PC~~third-~~based~~party ~~systems are~~service ~~costly~~providers to ~~acquire~~develop, deliver and ~~service.~~maintain ~~For~~certain ~~example,~~aspects ~~General~~of ~~Electric~~its product and operations, including ~~sells~~the manufacturing of its ~~smallest~~ECG ~~PC-based~~acquisition ~~system~~devices. ~~for~~Until ~~approximately~~such ~~$3,500~~time in as the ~~U.S.~~Company’s ~~The~~own ~~overwhelming~~acquisition ~~majority~~device ~~require~~is afully developed, ~~certified~~the ~~trained~~Company ~~professional~~will torely ~~place~~on athird ~~complicated~~parties ~~system~~for the initial pairing, development and clearance of ~~individual~~the ~~lead~~ECG ~~wires~~acquisition device onwith The anEKG ~~individual~~Glove. inThe ~~the~~Company ~~correct~~has ~~configuration~~limited tocontrol ~~obtain~~over anthese ~~ECG~~third ~~tracing~~parties. ~~For~~Any ~~office-based~~discontinuation ~~practitioners~~of these third-party services, ~~retail~~or ~~health~~any ~~clinics, and~~reduction ~~other~~in ~~non-institutional~~performance ~~healthcare~~or ~~environments,~~increase ~~the~~in ~~acquisition~~price ~~cost~~that ~~and~~would ~~personnel~~require ~~requirements~~the ~~for~~Company ~~traditional~~to ~~ECG~~replace ~~systems~~such services, would ~~may~~disrupt ~~prohibit~~its ~~healthcare~~business. ~~professionals~~In ~~from~~the ~~offering~~event ~~their~~that ~~patients~~these ~~one~~service ofproviders ~~the~~are ~~basic~~unable ~~assessment~~to ~~tools~~operate to ~~determine~~the ~~cardiac~~Company’s ~~health.~~satisfaction, it Aswould abe ~~result,~~forced ~~portable~~to ~~ECQ~~seek ~~acquisition~~other ~~devices,~~firms ~~some~~to ~~with~~provide ~~USB~~these ~~and/or~~services. ~~wireless~~There ~~capability,~~can ~~have~~be ~~emerged~~no inassurance ~~the~~that ~~marketplace~~services asfrom ~~viable~~substitute providers ~~alternatives.~~would ~~However,~~be ~~none~~available ofon ~~the~~reasonable ~~current~~terms, ~~offerings~~if ~~provide~~at ~~the~~all. ~~convenience~~Such ~~and~~an ~~accuracy~~occurrence ofwould ~~the~~involve ~~“peel-and-stick”, disposable EKG~~significant ~~Glove design~~delay ~~that~~and ~~takes~~expense ~~the~~and ~~complexity~~would ~~out~~have a ofmaterial ~~proper~~adverse ~~lead~~effect ~~placement~~on ~~and~~the ~~can~~Company’s ~~improve~~business, ~~the~~prospects, ~~accuracy~~ results of ~~ECG~~operations ~~tracings~~and financial condition.

9Competition

~~Snapshot~~We believe ~~of The~~the Company is in an unprecedented position in having the only FDA-cleared 12-lead diagnostic EKG ~~Glove paired~~product that is sanitary, disposable and is easy enough to apply that even a patient has the potential to position accurately on himself/herself which can improve patient comfort and care. The product features may also decrease the personnel demands within the healthcare system as it can allow less technical staff to assist healthcare professionals in preparing the patient for an electrocardiogram. It may also help facilitate the implementation of telehealth initiatives related to heart health in a more streamlined, accessible manner. Its innovations are protected by 8 patents (international patents are held in China, India and Israel), which we believe will make it difficult for any company to compete with a ~~Wireless~~similar ~~ECG~~product. ~~Acquisition~~In ~~Device~~addition, ~~versus~~iNeedMD’s intellectual property portfolio encompasses a system for collecting and transmitting a plurality of diagnostic information to remote locations, as well as receiving data which helps to safeguard future product development efforts. Aside from an EKG diagnostic device, patent-protections include blood pressure, pulse rate, and temperature monitoring, as well as an auscultation device, all within the ~~Competition:~~easy-to-use glove framework.

Company EKG Devices	iNeedMD, Inc. EKG Glove + Acquisition Device	LifeSYNC, Corp. LeadWear System	Commwell Medical, Inc. Physio Glove ET	SHL SmartHeartPRO
Universally Compatible	YES	No	No	No
Prescription Ready	YES	Yes	Yes	Yes
Always Sanitary	YES	Yes	No	No
Electromagnetic Interference Protected	YES	Yes	No	No
Limited/No Patient Prep Required	YES	No	Yes	Yes
Disposable	YES	Yes	No	No
No “Spaghetti Wire”	YES	Yes	Yes	Yes
No Additional Electrodes	YES	No	Yes	Yes
Wireless Availability	YES	Yes	Yes	Yes
Can be applied in under 1 minute	YES	No	Yes	Yes
Radiolucent	YES	Yes	No	No
Compact Light Weight	YES	Yes	No	No
Mobile	YES	Yes	Yes	Yes
No External leads from device needed	YES	No	Yes	Yes
Hypoallergenic	YES	Yes	Yes	Yes
No Arms and Legs Leads	YES	Yes	No	Yes
Made in the USA	YES	No	No	No
MSRP for ECG Acquisition Device + 12 Lead System	$2,500.00	$3,000.00	$2,400.00	$1,225.00

The Company believes the primary obstacle for market penetration will come from apathy to change, fear of financial uncertainty due to change, fear of the application of new and innovative technologies and the unwillingness to learn new products and methods even if that change would enhance the workplace. Primary competition should be segmented by two distinct markets. For The EKG Glove used in tandem with standard legacy ECG machinery via a single coaxial cable, other non-disposable or single-use leadwire systems that are less user-friendly pose a competitive threat as they may have long terms contracts (purchase orders and maintenance agreements) and/or be associated with larger companies.

The overwhelming majority of competitive offerings still require the assistance of a certified trained professional to place a complicated system of ten lead wires on an individual in the correct configuration to obtain an electrocardiogram. Overall, the Company believes that the primary competitive factors in the EKG/ECG markets include:6

~~● The quality and reliability~~ Snapshot of EKG ~~the~~Glove versus ~~overall~~Leadwire patient data delivery solution; ● Access to distribution channels necessary to achieve broad distribution and use of products; ● The availability of diagnostic equipment with the ability to generate digital results that can be delivered over the Internet and the access to necessary intellectual property rights; ● The ability to license or develop and support secure formats for digital patient data delivery; ● The ability to obtain appropriate regulatory clearances and certifications when required; ● The ability to license and support popular and emerging media formats for digital media delivery, particularly video in live and replay formats, in a market where competitors may control the intellectual property rights for these formats; ● The size of the patient community for streaming and digital media and its appeal to content providers and the medical community;Competitors:

Company EKG Devices	iNeedMD, Inc. *EKG Glove*		LifeSYNC, Corp. LeadWear		Various Manufacturers Traditional ECG Electrodes
Universally Compatible		YES		No		Yes
Prescription Ready		YES		Yes		Yes
Always Sanitary		YES		Yes		No
Electromagnetic Interference Protected		YES		No		No
Limited/No Patient Prep Required		YES		No		No
Disposable		YES		Yes		Available
No “Spaghetti Wire”		YES		Yes		No
No Additional Electrodes		YES		No		No
Wireless Availability		YES		Yes		No
Can be applied in under 1 minute		YES		No		No
Radiolucent		YES		Yes		No
Compact Light Weight		YES		Yes		Yes
Mobile		YES		Yes		Yes
No External leads from device needed		YES		No		No
Hypoallergenic		YES		Yes		Yes
No Arms and Legs Leads		YES		Yes		No
Made in the USA		YES		No		Yes/No
MSRP for 12 Lead	$	20.00	$	15.00	$	0.85 to $3.00

●As noted ~~Features~~in ~~for care givers to act on and their adaption to~~ the ~~diagnostic~~table ~~information~~above, The ~~gained~~EKG ~~over~~Glove is ~~the~~currently ~~Internet; ● Ease of use and interactive user features in products; ● Ease of finding and accessing patient information over~~ the ~~Internet;~~only ~~● Ability of streaming media~~disposable, ~~media delivery~~all-in-one, ~~and~~12-Lead ~~network~~system ~~capacity~~that ~~technology~~offers a ~~and~~time-efficient, ~~cost~~accurate ~~per~~application ~~user;~~in ●less ~~Pricing~~than ~~and~~1 ~~licensing~~minute, ~~terms;~~regardless ●of ~~Compatibility with new and existing electronic medical/health record systems; ● Compatibility with~~ the ~~user’s~~skill ~~existing~~level ~~network components and software systems; ● The size and financial resources~~ of ~~our~~the ~~competitors;~~individual/technician ~~● The customer loyalty and in-elasticity of~~ positioning the ~~consumer~~device ~~markets~~on ~~for medical supplies; and ● Challenges caused by bandwidth constraints and other limitations of~~ the ~~Internet infrastructure~~patient.

When The EKG Glove is paired with ~~portable,~~an ~~wireless~~ ECG acquisition ~~devices~~device, ~~the~~different ~~system~~competitive ~~should~~profiles ~~have~~emerge. ~~appeal~~The ininstitutional/hospital market ais ~~variety~~dominated ofby ~~healthcare~~existing, ~~scenarios~~mainline ~~previously noted~~EKG inmachines ~~the~~sold ~~Target~~by ~~Market~~large ~~analysis~~well-known manufacturers and their distributors. In this scenario, ~~even~~we asdefine ~~compared~~our tocompetition ~~other~~as ~~wireless~~companies ~~device~~that ~~systems.~~sell ~~Currently~~fixed or large, ~~our~~ECG ~~system~~machines isthat ~~the~~are ~~only~~far ~~FDA-cleared~~from portable, or complex ~~user~~PC-~~friendly~~based ~~EKG~~ECG ~~monitoring~~systems. ~~device~~Many ~~system~~of ~~that~~these ~~has~~competitors ahave ~~sanitary,~~greater ~~single-patient~~access ~~disposable~~to ~~lead~~capital ~~wire~~than ~~system~~iNeedMD ~~that~~which ~~helps~~can ~~ensure~~help ~~proper~~maintain or expand ~~lead~~their ~~placement~~market-share. ~~regardless~~As ofa ~~the~~result, ~~skill~~this ~~level~~market ofmay ~~the~~have ~~individual~~substantial ~~facilitating~~barriers to entry when the ~~ECG~~pairing ~~tracing.~~of The ~~These~~EKG ~~factors~~Glove with a ~~comprise~~more portable ECG acquisition device. However, iNeedMD’s ~~belief~~ EKG ~~that~~Glove has the ~~Company’s~~benefit ~~products~~of ~~will~~being uniquely compatible with these devices via a single coaxial cable; therefore, The EKG Glove can be integrated into most hospital systems as a valued byaccessory ~~various~~that ~~target~~can ~~markets~~improve inworkflow ~~the~~and ~~United~~patient ~~States~~comfort and ~~abroad~~care.

1) The traditional ~~EKG~~ECG ~~Glove~~machines ~~offers~~and aPC-based ~~sanitary~~systems are costly to acquire and service. For example, ~~disposable~~General ~~model~~Electric, ~~with~~sells ~~all~~its ~~circuitry~~smallest PC-based ~~and~~system ~~leads~~for ~~built-~~approximately $3,500 in the U.S. The overwhelming majority require a certified trained professional to place a complicated system of individual lead wires on an individual in the ~~single~~correct configuration to obtain an ECG tracing. For office-based practitioners, ~~easy~~retail health clinics, and other non-institutional healthcare environments, the acquisition cost and personnel requirements for traditional ECG systems may prohibit healthcare professionals from offering their patients one of the basic assessment tools to determine cardiac health. As a result, portable ECQ acquisition devices, some with USB and/or wireless capability, have emerged in the marketplace as viable alternatives. However, none of the current offerings provide the convenience and accuracy of the “peel-~~use~~and-stick”, ~~device~~disposable EKG Glove design that takes the complexity out of proper lead placement and can improve the accuracy of ECG tracings.

~~2) The EKG Glove is the only disposable ECG lead system that does not require the assistance of a skilled technician to accurately position on a patient.~~7

3) Snapshot of The EKG Glove paired ~~is compatible~~ with ~~most~~a ~~existing~~Wireless ECG ~~machines~~Acquisition ~~via~~Device aversus ~~single~~the ~~connector cable.~~Competition:

4) When paired with a wireless ECG acquisition device and software, The EKG Glove is the only disposable, sanitary ECG system with the potential for self-administration.

Company EKG Devices

iNeedMD, Inc.
EKG Glove + Acquisition Device

LifeSYNC, Corp. LeadWear System

Commwell Medical, Inc. Physio Glove ET

SHL SmartHeartPRO

Universally Compatible

YES

Prescription Ready

YES

Yes

Always Sanitary

YES

Yes

Electromagnetic Interference Protected

YES

Yes

Limited/No Patient Prep Required

YES

Yes

Disposable

YES

Yes

No “Spaghetti Wire”

YES

Yes

No Additional Electrodes

YES

Yes

Wireless Availability

YES

Yes

Can be applied in under 1 minute

YES

Yes

Radiolucent

YES

Yes

Compact Light Weight

YES

Yes

Mobile

YES

Yes

No External leads from device needed

YES

Yes

Hypoallergenic

YES

Yes

No Arms and Legs Leads

YES

Yes

Made in the USA

YES

MSRP for ECG Acquisition Device + 12 Lead System

2,500.00

3,000.00

2,400.00

1,225.00

~~Sales~~The overwhelming ~~and~~majority ~~Marketing~~of competitive offerings still require the assistance of a certified trained professional to place a complicated system of ten lead wires on an individual in the correct configuration to obtain an electrocardiogram. Overall, the Company believes that the primary competitive factors in the EKG/ECG markets include:

● The ~~Company’s~~quality ~~marketing~~and ~~strategy is~~reliability of the overall patient data delivery solution; ● Access to ~~stress~~distribution ~~the~~channels ~~ease-of-use,~~necessary ~~accuracy,~~to ~~speed~~achieve broad distribution and ~~flexibility~~use of products; ● The ~~EKG~~availability ~~Glove.~~of ~~Our~~diagnostic ~~research~~equipment ~~suggests~~with the ability to generate digital results that can be delivered over the ~~Company should~~Internet ~~initially~~and ~~introduce~~ the access to necessary intellectual property rights; ● The ~~EKG~~ability ~~Glove paired~~to ~~with~~license aor ~~wireless~~develop ~~ECG~~and ~~acquisition~~support ~~device~~ secure formats for digital patient data delivery; ● The ability to ~~Health Care~~obtain ~~Professionals~~appropriate ~~with~~regulatory anclearances ~~aggressive~~and ~~campaign~~certifications ~~targeting~~when ~~Nursing~~required; ~~Homes/Skilled~~● ~~Nursing~~The ~~Facilities~~ability to license and support popular and emerging media formats for digital media delivery, ~~Medical~~particularly ~~Transport~~video ~~Companies~~in live and replay formats, ~~Retail~~ ~~Health~~in ~~Clinics~~a market where competitors may control the intellectual property rights for these formats; ● The size of the patient community for streaming and ~~Hospitals.~~digital media and its appeal to content providers and the medical community; ● Features for care givers to act on and their adaption to the diagnostic information gained over the Internet; ● Ease of use and interactive user features in products; ● Ease of finding and accessing patient information over the Internet; ● Ability of streaming media, media delivery, and network capacity technology and cost per user;

iNeedMD is currently forging relationships with established sales agents and healthcare distributors, both domestic and international, with strong relationships in the targeted market segments. The Company is also building a technical sales and service team that will facilitate training of the aforementioned outside sales network and drive product integration and account servicing. iNeedMD is also planning to participate in market-specific trade shows and conferences that will expose the Company and its products to potential users within the nursing home, telehealth, government and urgent care sectors.8

~~Price: The~~● ~~EKG~~Pricing ~~Glove does not~~and ~~require~~licensing aterms; ~~skilled~~● ~~technician~~Compatibility ~~for~~with ~~precise~~new ~~placement on an individual~~ and ~~therefore~~existing ~~minimizes~~electronic ~~the~~medical/health ~~potential~~record ~~for~~systems; ~~repeat~~● ~~testing that~~Compatibility ~~often exists when traditional lead-wires are positioned incorrectly. Pairing~~ with ~~a portable, compact ECG acquisition device can eliminate~~ the ~~need~~user’s ~~for~~existing ~~healthcare~~network ~~professionals~~components ~~to purchase bulky, expensive ECG machines. These benefits have numerous cost-saving implications related to reducing expensive capital equipment purchases~~ and ~~limiting~~software ~~the~~systems; ~~need~~● ~~for highly compensated technical personnel. Although~~ The ~~EKG~~size ~~Glove will be priced higher than traditional “spaghetti wire” lead systems, the speed, accuracy, cost-reducing~~ and ~~other~~financial ~~tangible~~resources ~~benefits justify the user cost~~ of ~~approximately~~our ~~$20.~~competitors; In● ~~addition,~~The ~~through~~customer ~~market~~loyalty ~~research~~ and ~~sales trials conducted by iNeedMD, management, the cost to a hospital, per EKG done~~ in-elasticity the conventional manner is calculated to be approximately $22 to $26. Based on the same research, management believes that The EKG Glove can reduce the per unit (EKG) cost down to approximately $21. This creates approximately a $5 saving, per EKG. If the integration of ~~The EKG~~ ~~Glove will be paired with~~ the ~~purchase~~consumer ofmarkets afor ~~wireless~~medical ~~ECG~~supplies; ~~acquisition~~and ~~device,~~● ~~the~~Challenges ~~cost~~caused ofby ~~the~~bandwidth ~~hardware~~constraints ~~will be expected to range between $1500~~ and ~~$2500,~~other ~~depending~~limitations onof ~~a facility’s need to also integrate~~ the ~~purchase~~Internet ~~of a Bluetooth or Wi-Fi enabled device~~infrastructure.

11When The EKG Glove is paired with portable, wireless ECG acquisition devices, the system should have appeal in a variety of healthcare scenarios previously noted in the Target Market analysis, even as compared to other wireless device systems. Currently, our system is the only FDA-cleared, user-friendly EKG monitoring device system that has a sanitary, single-patient disposable lead wire system that helps ensure proper lead placement regardless of the skill level of the individual facilitating the ECG tracing. These factors comprise iNeedMD’s belief that the Company’s products will be valued by various target markets in the United States and abroad.

~~Compensation: Compensation for~~1) ~~the~~The ~~sales~~EKG ~~efforts~~Glove ofoffers ~~the~~a ~~Company~~sanitary, isdisposable ~~commission-based.~~model, ~~The~~with ~~structure~~all ~~rewards~~circuitry ~~external sales agents~~ and anleads ~~initially~~built-in ~~small~~to ~~internal staff~~the ~~with~~single, aeasy- ~~target~~to-use ~~compensation of 20% of gross sales~~device.

~~Distribution:~~ 2) The ~~Company~~EKG Glove is ~~strategically~~the ~~partnering~~only ~~with~~disposable ~~carefully-selected~~ECG ~~distributors~~lead ~~(national~~system ~~and~~that ~~international)~~does ~~with~~not ~~existing~~require ~~sales~~the ~~relationships with~~assistance ~~customers~~of ~~within~~a ~~the~~skilled ~~varied~~technician ~~target~~to ~~markets~~accurately ~~previously~~position ~~noted~~on a patient.

~~International~~3) ~~Scale: Given~~The ~~the~~EKG ~~scope~~Glove ~~of some of the technology to be deployed, the Company must think globally. iNeedMD~~ is ~~currently~~compatible ~~negotiating licensing arrangements~~ with ~~groups~~most inexisting ~~Saudi~~ECG ~~Arabia~~machines ~~(for~~via ~~the~~a ~~Middle~~single ~~East~~connector ~~Market), India, South America, and China~~cable.

~~Strategic~~4) ~~Partnerships:~~When ~~In order to take advantage of immediate market opportunities with customers looking to adopt The EKG Glove~~ paired with a ~~portable ECG~~wireless ~~device, iNeedMD has solidified relationships with suppliers of FDA-cleared~~ ECG acquisition ~~devices;~~device ~~therefore~~and ~~at this time~~software, ~~iNeedMD~~ ~~relies~~The onEKG ~~third~~Glove ~~parties~~is ~~for~~ the ~~manufacturing~~only ofdisposable, ~~such~~sanitary ~~devices.~~ECG ~~Other~~system ~~business alliances~~ with ~~companies in~~ the ~~related healthcare~~potential ~~industries~~for ~~may be considered if opportunities warrant such collaborations~~self-administration.

~~Intellectual~~Sales and ~~Property Rights~~Marketing

~~iNeedMD, Inc. has patented technology~~The onCompany’s ~~mounting~~marketing ~~biosensors~~strategy onis ato ~~glove~~stress ~~(mitten)~~the ~~platform~~ease-of-use, ~~that will generate vital signs~~accuracy, ~~including~~speed ~~blood~~and ~~pressure,~~flexibility ~~pulse~~of The ~~rate,~~EKG ~~oxygen~~Glove. ~~saturation,~~Our ~~temperature~~research ~~and~~suggests athat ~~full~~the ~~twelve-lead~~Company ~~EKG,~~should ~~which~~initially ~~can~~introduce The beEKG ~~transmitted~~Glove paired ~~via~~with ~~Internet,~~a wireless orECG ~~commercial telephone lines~~acquisition device to ~~any~~Health ~~remote~~Care ~~location.~~Professionals ~~iNeedMD~~with ~~currently~~an ~~has~~aggressive ~~eight~~campaign ~~patents~~targeting ~~issued~~Nursing ~~(US~~Homes/Skilled ~~patent~~Nursing ~~Nos. 6~~Facilities,~~224,548; 6,248,064; 6,595,918; 6,540,673;~~ ~~6757,~~Medical ~~556;~~Transport 7Companies,~~112,175;~~ ~~7,435,222~~Retail ~~and;~~Health ~~7,753,845),~~Clinics ~~two for the original glove design~~ and ~~two for a two-glove mapping system intended for use in future product offerings beyond the first four products~~Hospitals.

~~The~~iNeedMD is ~~Company~~currently ~~also~~forging ~~has~~relationships awith ~~number~~established ~~of additional~~sales ~~patents~~agents ~~for~~and ~~the~~healthcare ~~original~~distributors, ~~glove~~both ~~design~~domestic and ainternational, with ~~two-glove~~strong ~~system,~~relationships asin ~~well~~the astargeted ~~applications~~market ~~for~~segments. ~~its~~The ~~electrodes~~Company is also building a technical sales and ~~twelve-lead~~service team that ~~design.~~will ~~International~~facilitate ~~patents~~training ~~are~~of ~~held~~the inaforementioned ~~China,~~outside ~~India~~sales network and ~~Israel~~drive product integration and ~~will~~account beservicing. ~~applied~~iNeedMD is ~~for~~also planning to participate in ~~Canada,~~market-specific ~~Europe,~~trade ~~Brazil~~shows and ~~Mexico. All~~conferences ofthat will expose the ~~applications~~Company ~~are~~and ~~for~~its ~~utility~~products ~~patents~~to potential ~~and~~users ~~some~~within ~~include~~the ~~method~~nursing ~~claims~~home, ortelehealth, ~~technology~~government ~~patents~~and urgent care sectors.

UPrice: The EKG Glove does not require a skilled technician for precise placement on an individual and therefore minimizes the potential for repeat testing that often exists when traditional lead-wires are positioned incorrectly.S Pairing with a portable, compact ECG acquisition device can eliminate the need for healthcare professionals to purchase bulky, expensive ECG machines. ~~PATENT~~These Nobenefits have numerous cost-saving implications related to reducing expensive capital equipment purchases and limiting the need for highly compensated technical personnel. 6Although The EKG Glove will be priced higher than traditional “spaghetti wire” lead systems,~~224~~ the speed,~~548~~ -accuracy, ~~Tele~~cost-~~diagnostic~~reducing and other tangible benefits justify the user cost of approximately $20. In addition, through market research and sales trials conducted by iNeedMD, management, the cost to a hospital, per EKG done in the conventional manner is calculated to be approximately $22 to $26. Based on the same research, management believes that The EKG Glove can reduce the per unit (EKG) cost down to approximately $21. This creates approximately a $5 saving, per EKG. If the integration of The EKG Glove will be paired with the purchase of a wireless ECG acquisition device, the cost of the hardware will be expected to range between $1500 and $2500, depending on a facility’s need to also integrate the purchase of a Bluetooth or Wi-Fi enabled device.

~~File Date~~Compensation: Compensation for ~~May~~the ~~26,~~sales ~~1998~~efforts of the Company is commission-based. The structure rewards external sales agents and an initially small internal staff with a target compensation of 20% of gross sales.

~~Issued Date: May 1, 2001~~9

~~Expire Date~~Distribution: The ~~May~~Company ~~26,~~is ~~2018~~strategically partnering with carefully-selected distributors (national and international) with existing sales relationships with customers within the varied target markets previously noted.

~~The~~International Scale: ~~objective~~Given ofthe ~~this~~scope ~~patent~~of issome ~~to provide a system for collecting a plurality~~ of ~~diagnostic information and transmitting~~ the ~~diagnostic~~technology ~~information~~ to abe ~~remote~~deployed, ~~location.~~the ~~The~~Company ~~system~~must ~~(Fig-1)~~think ~~comprises~~globally. aiNeedMD ~~glove~~is ~~member~~currently ~~(Fig-2)~~negotiating licensing ~~adaptable~~arrangements towith begroups ~~worn~~in onSaudi aArabia ~~person's hand and an interface unit~~ (~~Fig.~~for ~~3) in electrical communication with~~ the ~~glove~~Middle ~~member.~~East ~~The interface unit is capable of transmitting information to~~Market), ~~and receiving information from~~India, aSouth ~~remote location. The glove member comprises a palm portion~~America, ~~a wrist portion~~ and ~~five phalange portions~~China. The glove member further comprises an EKG diagnostic device, a blood pressure and pulse rate diagnostic device and a temperature device. The glove member may also further comprise a diagnostic device and an auscultation device.

12Strategic Partnerships: In order to take advantage of immediate market opportunities with customers looking to adopt The EKG Glove paired with a portable ECG device, iNeedMD has solidified relationships with suppliers of FDA-cleared ECG acquisition devices; therefore at this time, iNeedMD relies on third parties for the manufacturing of such devices. Other business alliances with companies in the related healthcare industries may be considered if opportunities warrant such collaborations.

~~U.S. PATENT No. 6,248,064 - Continuation of U.S. PATENT~~Intellectual ~~No.~~Property ~~6,224,548~~Rights

~~File~~iNeedMD, Inc. ~~Date:~~has ~~Nov~~patented 10technology on mounting biosensors on a glove (mitten) platform that will generate vital signs, ~~1998~~ including blood ~~Issued~~pressure, ~~Date:~~pulse ~~Jun~~rate, 19oxygen saturation, ~~2001~~ temperature and a full twelve-lead EKG, which can be transmitted via Internet, wireless ~~Expire~~or ~~Date:~~commercial ~~May~~telephone 26lines to any remote location. iNeedMD currently has eight patents issued (US patent Nos. 6,224,548; ~~2018~~6,248,064; 6,595,918; 6,540,673; 6757, 556; 7,112,175; 7,435,222 and; 7,753,845), two for the original glove design and two for a two-glove mapping system intended for use in future product offerings beyond the first four products.

~~Added:~~The Company ~~Additional~~also has a number of additional patents for the original glove design and a two-glove system, as well as applications for its electrodes and twelve-lead design. International patents are held in China, India and Israel and will be applied for in Canada, Europe, Brazil and Mexico. All of the applications are for utility patents and some include method claims or technology patents.

~~Glove~~U.S. PATENT ~~apparatus~~No. ~~(Two~~6,224,548 ~~Glove~~- ~~system)~~Tele-diagnostic device

~~The objective of this patent is to create a~~File ~~system~~Date: ~~for~~May collecting a plurality of diagnostic information and transmitting the diagnostic information to a remote location for providing emergency treatment. The system comprises a first member adaptable to be worn on a person's first hand and a second member adaptable to be worn on a person's second hand. The members comprise a plurality of diagnostic devices and a defibrillator device. A transmitting unit for transmitting information to26, ~~and receiving information from, a remote location is provided.~~1998

~~The patents granted below are all related~~Issued toDate: ~~the~~May ~~Two Glove system and were issued as a continuation of U.S. PATENT No. 6~~1,~~224,548.:~~ 2001

~~U.S. PATENT No. 6,595,918 - Continuation~~Expire ofDate: ~~U.S.~~May ~~PATENT No. 6~~26,~~224,548~~ 2018

~~File~~The ~~Date:~~objective ~~Jun~~of 19this patent is to provide a system for collecting a plurality of diagnostic information and transmitting the diagnostic information to a remote location. The system (Fig-1) comprises a glove member (Fig-2) adaptable to be worn on a person's hand and an interface unit (Fig. 3) in electrical communication with the glove member. The interface unit is capable of transmitting information to, ~~2001~~and receiving information from, a remote location. The glove member comprises a palm portion, a wrist portion and five phalange portions. The glove member further comprises an EKG diagnostic device, a blood pressure and pulse rate diagnostic device and a temperature device. The glove member may also further comprise a diagnostic device and an auscultation device.

~~Issued~~U.S. PATENT ~~Date:~~No. ~~Jul 22~~6,248,064 ~~2003~~- Continuation of U.S. PATENT No. 6,224,548

File Date: Nov 10, 1998 Issued Date: Jun 19, 2001 Expire Date: May 26, 2018

~~U.S. PATENT No. 6,540,673 - Continuation~~Added: ~~of U.S. PATENT No. 6,224,548~~Additional

~~File~~Glove apparatus ~~Date:~~(Two ~~Dec~~Glove ~~19, 2000~~system)

~~Issued Date: Apr 1, 2003~~10

~~Expire~~The objective ~~Date:~~of ~~May~~this 26patent is to create a system for collecting a plurality of diagnostic information and transmitting the diagnostic information to a remote location for providing emergency treatment. The system comprises a first member adaptable to be worn on a person's first hand and a second member adaptable to be worn on a person's second hand. The members comprise a plurality of diagnostic devices and a defibrillator device. A transmitting unit for transmitting information to, ~~2018~~and receiving information from, a remote location is provided.

~~U.S.~~The patents ~~PATENT~~granted ~~No.~~below ~~7,753,845~~are -all ~~Divisional~~related ~~of U.S.~~to ~~PATENT~~the ~~No.~~Two ~~6,540,673~~Glove ~~which~~system isand were issued as a ~~Continuation~~continuation of U.S. PATENT No. 6,224,548.:

~~File~~U.S. PATENT ~~Date:~~No. ~~Mar 27~~6,595,918 ~~2003~~- Continuation of U.S. PATENT No. 6,224,548

~~Issued~~ File Date: ~~Jul~~Jun 1319, ~~2010~~2001

~~Expire~~ Issued Date: ~~May~~Jul 2622, ~~2018~~2003

13Expire Date: May 26, 2018

U.S. ~~PATENT No. 7,112,175 - Continuation~~ ~~of U.S.~~ PATENT No. 6,~~595~~540,~~918~~673 ~~which~~- ~~is a~~ Continuation of U.S. PATENT No. 6,224,548

File Date: Dec 1819, ~~2001~~2000

Issued Date: ~~Sep~~Apr 261, ~~2006~~2003

Expire Date: May 26, 2018

U.S. PATENT No. 7,~~435~~753,~~222~~845 - ~~Continuation of~~Divisional ~~U.S. PATENT No. 7,112,175 which is a Continuation~~ of U.S. PATENT No. 6,~~595~~540,~~918~~673 which is a Continuation of U.S. PATENT No. 6,224,548

File Date: ~~Sep~~Mar 2527, ~~2006~~2003

Issued Date: ~~Oct~~Jul 1413, ~~2008~~2010

Expire Date: May 26, 2018

U.S. PATENT No. 67,~~757~~112,~~556~~175 - Continuation of U.S. PATENT No. 6,595,918 ~~and~~which ~~U.S.~~is ~~PATENT No. 6,540,673 and both are~~ a Continuation of U.S. PATENT No. 6,224,548

File Date: ~~Oct~~Dec 418, 2001

Issued Date: ~~Jun~~Sep 2926, ~~2004~~2006

Expire Date: May 26, 2018

~~Spring~~U.S. PATENT ~~loaded~~No. ~~Electrode~~7,435,222 ~~Sensor~~- Continuation of U.S. PATENT No. 7,112,175 which is a Continuation of U.S. PATENT No. 6,595,918 which is a Continuation of U.S. PATENT No. 6,224,548

~~The~~File Date: ~~patent~~Sep related to the spring loaded electric sensor involves an electrode sensor attachable to a substrate for sensing electrical activity of a patient. The electrode sensor comprises an elongated conductive body having first and second ends25, wherein the first end is adapted to contact the patient for sensing electrical activity of the patient. The second end is configured to conductively attach to the substrate. The elongated conductive body is greater than about 2 millimeters in length and is configured to extend from the substrate.2006

~~INTERNATIONAL~~Issued Date: ~~PATENTS~~Oct 14, 2008

Expire ~~CANADA~~Date: ~~PATENT~~May ~~No. 2332892 - Same as U.S. PATENT No. 6~~26,~~224,548~~ 2018

~~File Date: May 19, 1999~~11

~~Issued~~U.S. PATENT ~~Date:~~No. ~~Nov~~6,757,556 3- Continuation of U.S. PATENT No. 6,595,918 ~~2009~~and U.S. PATENT No. 6,540,673 and both are a Continuation of U.S. PATENT No. 6,224,548

~~Expire~~ File Date: ~~May~~Oct 194, ~~2019~~2001

~~INDIA PATENT No. 246790 - Same as U.S. PATENT~~Issued ~~No.~~Date: 6Jun 29,~~224,548~~ 2004

~~File~~ Expire Date: May 1926, ~~1999~~2018

~~Issued~~Spring loaded ~~Date:~~Electrode ~~Mar 16, 2011~~Sensor.

~~Expire~~The ~~Date:~~patent ~~May~~related 19to the spring loaded electric sensor involves an electrode sensor attachable to a substrate for sensing electrical activity of a patient. The electrode sensor comprises an elongated conductive body having first and second ends, ~~2019~~wherein the first end is adapted to contact the patient for sensing electrical activity of the patient. The second end is configured to conductively attach to the substrate. The elongated conductive body is greater than about 2 millimeters in length and is configured to extend from the substrate.

~~CHINA PATENT No. ZL98815542.X - Same as~~INTERNATIONAL ~~U.S. PATENT No. 6,224,548~~PATENTS

~~File~~CANADA PATENT ~~Date:~~No. ~~Dec~~2332892 ~~Nov~~- 1,Same ~~1999~~as U.S. PATENT No. 6,224,548

~~Issued~~ File Date: ~~Mar~~May 2719, ~~2002~~1999

~~Expire~~ Issued Date: Nov 13, ~~2019~~2009

~~ISRAEL PATENT No. 139781 - Same as U.S.~~Expire ~~PATENT~~Date: ~~No.~~May 619,~~224,548~~ 2019

~~File~~INDIA PATENT ~~Date:~~No. ~~May~~246790 ~~19,~~- ~~1999~~Same as U.S. PATENT No. 6,224,548

~~Issued~~ File Date: ~~Oct~~May 619, ~~2006~~1999

~~Expire~~ Issued Date: ~~May~~Mar 1916, ~~2019~~2011

14Expire Date: May 19, 2019

~~METHOD~~CHINA PATENT ~~FOR~~No. ~~REMOTE~~ZL98815542.X ~~MEDICAL~~- ~~CONSULT~~Same ~~AND~~as ~~CARE (TELE-HEALTH)~~U.S. PATENT No. 6,224,548

File ~~U.S.~~Date: ~~PATENT~~Dec ~~No.~~Nov 71,~~860,725~~ 1999

~~File~~ Issued Date: ~~Dec~~Mar 1927, ~~2000~~2002

~~Issued~~ Expire Date: ~~Apr~~Nov 1, ~~2003~~2019

~~Expire~~ISRAEL PATENT ~~Date:~~No. ~~May~~139781 ~~19,~~- ~~2019~~Same as U.S. PATENT No. 6,224,548

~~A method for remote medical consulting includes~~File ~~collecting~~Date: ~~diagnostic~~May ~~data using at least one wearable device contoured to at least a portion of a person's hand~~19, transmitting the diagnostic data to a remote location, transmitting audio data and video images of the patient to the remote location, and communicating diagnosis and/or treatment information to the patient based at least in part on the diagnostic data. The treatment information may include a prescription electronically transmitted to the patient or a pharmacy. The method includes billing of the patient via credit or debit card, bank account, or a third party, such as an insurance company. The diagnostic data as well as the audio and video data may be transmitted wirelessly via cellular or satellite communication networks and/or using a wide area computer network such as the internet.1999

~~U.S. PATENT No. 8,285,560 - Continuation~~Issued ofDate: ~~U.S.~~Oct ~~PATENT No. 7~~6,~~860,725~~ 2006

~~File~~ Expire Date: ~~Dec~~May 2319, ~~2010~~2019

~~Issued Date: Oct 9, 2012~~12

~~Expire~~METHOD FOR ~~Date:~~REMOTE ~~May~~MEDICAL ~~19,~~CONSULT ~~2019~~AND CARE (TELE-HEALTH)

~~In October 2013, the Company was also granted~~ ~~a provisional patent for a Glove base ultra sound~~U.S. ~~This~~PATENT ~~patent is currently pending approval~~No. 7,860,725

~~DESCRIPTION~~File Date: OFDec ~~PROPERTY~~19, 2000

~~We currently lease commercial office space~~Issued ~~located~~Date: atApr ~~650 First Avenue~~1, ~~Third Floor, New York, New York 10016 for $3,855 per month. The Company entered into the lease in July 2014 for a term of 5 years with the option to renew.~~2003

~~Item~~Expire Date: ~~1A.~~May ~~Risk~~19, ~~Factors.~~2019

~~RISK~~A method ~~FACTORS~~for remote medical consulting includes collecting diagnostic data using at least one wearable device contoured to at least a portion of a person's hand, transmitting the diagnostic data to a remote location, transmitting audio data and video images of the patient to the remote location, and communicating diagnosis and/or treatment information to the patient based at least in part on the diagnostic data. The treatment information may include a prescription electronically transmitted to the patient or a pharmacy. The method includes billing of the patient via credit or debit card, bank account, or a third party, such as an insurance company. The diagnostic data as well as the audio and video data may be transmitted wirelessly via cellular or satellite communication networks and/or using a wide area computer network such as the internet.

You should carefully consider the risks described below together with all of the other information included in this Annual Report on Form 10-K before making an investment decision with regard to our securitiesU. ~~The statements contained in or incorporated herein that~~S. ~~are~~PATENT not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statementsNo. ~~If any of the following risks actually occurs~~8, ~~our business~~285,560 ~~financial~~- ~~condition~~Continuation ~~or results~~ of ~~operations~~U.S. ~~could~~PATENT ~~be harmed~~No. ~~In that case~~7, ~~you may lose all or part of your investment.~~ 860,725

15File Date: Dec 23, 2010

~~RISKS~~Issued Date: ~~RELATED~~Oct TO9, ~~OUR COMPANY AND OUR INDUSTRY~~2012

~~THE~~Expire Date: ~~COMPANY~~May ~~OPERATES~~19, ~~IN A COMPETITIVE ENVIRONMENT.~~2019

~~Many of the Company’s current and potential~~In ~~competitors~~October ~~have longer operating histories~~2013, ~~greater name recognition, more employees, and significantly greater financial, technical, marketing, public relations, and distribution resources than~~ the Company. ~~The~~was ~~competitive~~also ~~environment~~granted ~~may~~a ~~require~~provisional ~~the~~patent ~~Company~~for ~~to make~~a ~~changes~~Glove inbase ~~the~~ultra ~~Company’s products, pricing, licensing, services, or marketing to maintain and extend the Company’s current brand and technology franchise~~sound. ~~Price~~This ~~concessions~~patent oris ~~the~~currently ~~emergence of other pricing or distribution strategies of competitors~~pending ~~may diminish the Company’s revenues, impact the Company’s margins, or lead to a reduction in the Company’s market share, any of which will harm the Company’s business~~approval.

~~The Company believes that the primary competitive factors in the~~DESCRIPTION ~~medical~~OF ~~device market include:~~PROPERTY

●We currently ~~access~~lease tocommercial ~~distribution~~office ~~channels~~space ~~necessary~~located toat ~~achieve~~650 ~~broad~~First ~~distribution~~Avenue, ~~and~~Third ~~use~~Floor, ofNew ~~products;~~York, ●New ~~the~~York ~~availability~~10016 for ~~delivery~~$3,855 ~~over~~per ~~the~~month. The ~~Internet~~Company ~~and~~entered ~~ownership~~into ~~of necessary intellectual property rights; ●~~ the ~~ability~~lease toin ~~license~~July or2014 develop and support its devices; ● the ability to license and support its products where competitors may control the market; ● the market penetration and size of product use and its appeal to hospitals, EMS, and other medical institutions; ● features for ~~the~~a ~~analysis~~term of ~~the~~5 ~~data~~years ~~that is obtained; ● ease of use and interactive user features in products; ● compatibility~~ with ~~new and existing software; ● compatibility with~~ the ~~user’s~~option ~~existing~~to ~~network components and software systems; and ● challenges caused by the introduction of new medical devices into the established market~~renew.

~~The Company’s failure to adequately address any of the above factors could harm the Company’s business strategy and operating results.~~13

WEItem 1A. ~~HAVE~~Risk ~~LIMITED OPERATING HISTORY~~Factors.

~~To date, our efforts have been focused primarily~~RISK on the development and marketing of our business model. We have limited operating history for investors to evaluate the potential of our business development. We may not operate profitably and we may not have adequate working capital to meet our obligations as they become due.FACTORS

~~THE~~You should ~~COMPANY’S~~carefully ~~QUARTERLY~~consider ~~FINANCIAL~~the risks described below together with all of the other information included in this Annual Report ~~RESULTS~~on ~~MAY~~Form ~~FLUCTUATE~~10-K ~~SIGNIFICANTLY~~before making an investment decision with regard to our securities. The statements contained in or incorporated herein that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, you may lose all or part of your investment.

~~The Company expects its quarterly revenues,~~RISKS ~~expenses~~RELATED ~~and~~TO ~~operating~~OUR ~~results~~COMPANY toAND ~~fluctuate~~OUR ~~significantly in the future as a result of a variety of factors, some of which are outside of the Company’s control. These factors include:~~INDUSTRY

●THE COMPANY ~~the~~OPERATES ~~number~~IN ofA ~~the~~COMPETITIVE Company customers; ● the Company’s ability to establish and strengthen brand awareness; ● the Company’s success, and the success of its strategic partners, in marketing the Company’s products and services; ● the amount and timing of the costs relating to marketing efforts or other initiatives; ● the timing of contracts with strategic partners and other parties; ● fees the Company may pay for distribution, service agreements and promotional arrangements or other costs the Company incurs as it expands operations; ● the level of acceptance of the Internet by the healthcare industry; ● the Company’s ability to compete in a highly competitive market, and the introduction of new sites and services by the Company or its competitors; ● technical difficulties, system downtime, undetected software errors and other problems affecting the Internet generally or the operation of the Company Web site; and ● economic conditions specific to the Internet and online media and general economic conditionsENVIRONMENT.

16Many of the Company’s current and potential competitors have longer operating histories, greater name recognition, more employees, and significantly greater financial, technical, marketing, public relations, and distribution resources than the Company. The competitive environment may require the Company to make changes in the Company’s products, pricing, licensing, services, or marketing to maintain and extend the Company’s current brand and technology franchise. Price concessions or the emergence of other pricing or distribution strategies of competitors may diminish the Company’s revenues, impact the Company’s margins, or lead to a reduction in the Company’s market share, any of which will harm the Company’s business.

~~In addition, in an attempt to enhance the Company’s~~The ~~long-term competitive position, the~~ Company ~~may~~believes ~~from time to time, make decisions regarding pricing, marketing, services and technology~~ that ~~could~~the ~~have~~primary acompetitive ~~near-term~~factors ~~material~~in ~~adverse effect on its business, financial condition and operating results. Due to~~ the ~~foregoing factors,~~medical ~~the~~device ~~Company~~market ~~believes that quarter-to-quarter comparisons of its operating results are not a good indication of its future performance.~~include:

~~THE~~● ~~MARKET~~access ~~STUDIES~~to ~~DESCRIBED~~distribution ~~HEREIN WERE~~channels ~~COMMISSIONED~~necessary ~~AND~~to ~~PAID~~achieve ~~FOR~~broad BYdistribution ~~THE~~and ~~COMPANY~~use ~~AND~~of ~~ARE~~products; ~~NOT~~● ~~INDEPENDENT~~the availability for delivery over the Internet and ownership of necessary intellectual property rights; ● the ability to license or develop and support its devices; ● the ability to license and support its products where competitors may control the market; ● the market penetration and size of product use and its appeal to hospitals, EMS, and other medical institutions; ● features for the analysis of the data that is obtained; ● ease of use and interactive user features in products; ● compatibility with new and existing software; ● compatibility with the user’s existing network components and software systems; and ● challenges caused by the introduction of new medical devices into the established market.

The Company’s ~~market~~failure ~~studies~~to ~~were~~adequately ~~not prepared~~address byany ~~or reviewed by an independent source. The results~~ of ~~these studies may not be representative or indicative of~~ the ~~actual consumer~~above ~~response~~factors tocould ~~the~~harm ~~Company’s products. The Company has only made minimal sales to date. There can be no assurance that~~ the Company’s ~~projections~~business ~~will~~strategy ~~or can be realized~~ and ~~actual results may differ materially from those set forth in the Company’s~~operating ~~projections~~results. ~~Because of the above limitations, investors are cautioned against placing undue reliance on these market studies.~~

~~THE IMPLEMENTATION OF THE COMPANY’S~~WE ~~BUSINESS~~HAVE ~~STRATEGY~~LIMITED ~~WILL~~OPERATING ~~REQUIRE SIGNIFICANT EXPENDITURE OF CAPITAL AND WILL REQUIRE ADDITIONAL FINANCING~~HISTORY.

~~The implementation of the Company’s business~~To ~~strategy~~date, ~~will~~our ~~require~~efforts ~~significant~~have ~~expenditures~~been offocused ~~capital,~~primarily ~~and~~on the ~~Company~~development ~~will~~and ~~require~~marketing ~~additional~~of ~~financing.~~our ~~Additional~~business ~~funds may be sought through equity or debt financings~~model. ~~The~~We ~~Company~~have ~~cannot~~limited ~~offer~~operating history ~~any assurances that commitments~~ for ~~such~~investors ~~financings will be obtained on favorable terms, if at all. Equity financings could result in dilution~~ to ~~holders~~evaluate ~~and debt financing could result in~~ the ~~imposition~~potential of ~~significant~~our ~~financial~~business ~~and~~development. ~~operational~~We ~~restrictions~~may onnot ~~the~~operate ~~Company.~~profitably ~~The~~and ~~Company’s~~we ~~inability~~may tonot ~~access~~have adequate working capital onto ~~acceptable~~meet ~~terms~~our ~~could~~obligations ~~have~~as athey ~~material~~become ~~adverse effect on the Company’s business, results of operations and financial condition~~due.

~~If the Company fails to generate revenue~~THE asCOMPANY’S ~~anticipated~~QUARTERLY orFINANCIAL ifRESULTS ~~its~~MAY ~~development~~FLUCTUATE ~~costs continue to exceed available funds, the Company may be required to undertake unplanned additional financing(s)~~SIGNIFICANTLY. ~~If such additional financing is required, the Company can offer no assurance that additional funds will be available or that they will be obtained on economically acceptable terms.~~

~~THE~~The Company ~~COMPANY~~expects ~~MAY~~its ~~NOT~~quarterly ~~SUCCESSFULLY~~revenues, ~~DEVELOP~~expenses and operating results to fluctuate significantly in the future as a result of ~~NEW~~a ~~PRODUCTS~~variety ~~AND~~of ~~SERVICES~~factors, some of which are outside of the Company’s control. These factors include:

~~The~~● ~~Company’s~~the ~~growth~~number ~~depends~~of onthe ~~its~~Company ~~ability to~~customers; ~~develop~~● ~~leading~~the ~~edge medical device products and services. The~~ Company’s ~~business~~ability ~~and~~to ~~operating~~establish ~~results~~and ~~would~~strengthen bebrand ~~harmed if~~awareness; ● the Company’s ~~fails~~success, ~~to develop products~~ and ~~services~~the ~~that~~success ~~achieve~~of ~~widespread~~its ~~market~~strategic ~~acceptance~~partners, orin ~~that~~marketing ~~fail~~the ~~to generate significant revenues to offset development costs. The~~ Company’s ~~may~~products ~~not be able to timely~~ and ~~successfully~~services; ~~identify,~~● ~~develop~~the ~~and~~amount ~~market new product~~ and ~~service~~timing ~~opportunities.~~of If the ~~Company~~costs ~~introduces~~relating ~~new~~to ~~products~~marketing ~~and~~efforts ~~services,~~or ~~they~~other ~~may~~initiatives; ~~not~~● ~~attain~~the ~~broad~~timing ~~market~~of ~~acceptance~~contracts ~~or contribute~~with ~~meaningfully~~strategic topartners ~~the~~and ~~Company’s~~other ~~revenues or profitability.~~parties;

Because the markets for the Company’s products and services are rapidly changing, the Company must develop new offerings of its products and services quickly. The Company has experienced development delays and cost overruns in its development efforts in the past and the Company may encounter such problems in the future. Delays and cost overruns could affect its ability to respond to technological changes, evolving industry standards, competitive developments, or customer requirements. The Company’s products also may contain undetected errors that could cause increased development costs, loss of revenues, adverse publicity, reduced market acceptance of the products or lawsuits by customers.14

17● fees the Company may pay for distribution, service agreements and promotional arrangements or other costs the Company incurs as it expands operations; ● the level of acceptance of the Internet by the healthcare industry; ● the Company’s ability to compete in a highly competitive market, and the introduction of new sites and services by the Company or its competitors; ● technical difficulties, system downtime, undetected software errors and other problems affecting the Internet generally or the operation of the Company Web site; and ● economic conditions specific to the Internet and online media and general economic conditions.

~~THE~~In addition, ~~COMPANY~~in ~~MAY~~an ~~NOT~~attempt ~~SUCCESSFULLY~~to ~~MANAGE~~enhance the Company’s long-term competitive position, the Company may from time to time, make ~~ITS~~decisions ~~GROWTH~~regarding pricing, marketing, services and technology that could have a near-term material adverse effect on its business, financial condition and operating results. Due to the foregoing factors, the Company believes that quarter-to-quarter comparisons of its operating results are not a good indication of its future performance.

~~The Company cannot successfully implement its~~THE ~~business~~MARKET ~~model~~STUDIES ifDESCRIBED ~~the~~HEREIN ~~Company~~WERE ~~fails~~COMMISSIONED toAND ~~manage~~PAID ~~its~~FOR ~~growth.~~BY ~~The~~THE ~~Company~~COMPANY ~~must~~AND ~~rapidly~~ARE ~~and~~NOT ~~significantly expand its operations domestically and internationally and anticipate the need for further expansion to take advantage of market opportunities~~INDEPENDENT. Managing this substantial expansion will place a significant strain on the Company’s management, operational and financial resources. If the Company’s growth accelerates, the Company will need to continue to improve its financial and managerial control and reporting systems and procedures.

The Company’s ~~will~~market ~~have~~studies towere ~~implement~~not ~~new~~prepared ~~management information~~by ~~software~~or ~~systems.~~reviewed ~~This~~by ~~will~~an ~~affect~~independent ~~many~~source. ~~aspects~~The results of ~~its~~these ~~business,~~studies ~~including~~may ~~its~~not be ~~accounting,~~representative ~~operations,~~or ~~electronic~~indicative ~~commerce, customer~~of ~~service,~~the ~~purchasing,~~actual ~~and~~consumer ~~sales~~response ~~and~~to ~~marketing~~the ~~functions~~Company’s products. The ~~purchase,~~Company ~~implementation~~has ~~and~~only ~~testing~~made ~~of these systems will~~minimal ~~result~~sales into ~~significant~~date. ~~capital~~There ~~expenditures~~can ~~and~~be ~~could~~no ~~disrupt~~assurance that the Company’s ~~day-to-day~~projections ~~operations.~~will Ifor ~~these~~can ~~systems~~be ~~are~~realized ~~not implemented~~and asactual ~~expected,~~results ~~the~~may ~~Company’s~~differ materially ~~ability~~from tothose ~~provide~~set ~~products~~forth ~~and~~in ~~services~~the toCompany’s ~~its~~projections. ~~customers~~Because onof athe ~~timely~~above ~~basis~~limitations, ~~will~~investors ~~suffer~~are cautioned ~~and~~against ~~delays~~placing inundue ~~the~~reliance ~~recording~~on ~~and~~these ~~reporting~~market ~~of its operating results could occur~~studies.

THE IMPLEMENTATION OF THE COMPANY’S ~~MAY~~BUSINESS ~~NOT~~STRATEGY ~~SUCCESSFULLY~~WILL ~~DEVELOP ITS~~REQUIRE ~~MARKETING~~SIGNIFICANT ~~CAPABILITY~~EXPENDITURE OF CAPITAL AND WILL REQUIRE ADDITIONAL FINANCING.

The implementation of the Company’s ~~has~~business ~~limited~~strategy ~~experience~~will ~~developing and~~require ~~marketing~~significant ~~its~~expenditures ~~products~~of capital, and ~~related~~the ~~services~~Company will require additional financing. ~~Developing~~Additional ~~and~~funds ~~assembling~~may abe ~~technical~~sought ~~development~~through ~~team~~equity ~~and~~or ~~sales~~debt ~~and~~financings. ~~marketing strategy~~The ~~and~~Company ~~team~~cannot tooffer ~~adequately~~any ~~support~~assurances that ~~its~~commitments ~~business~~for ~~will~~such ~~require~~financings ~~substantial~~will ~~effort~~be ~~and~~obtained ~~require~~on ~~significant~~favorable ~~management~~terms, ~~and~~if ~~financial resources~~at all. ~~The~~Equity ~~Company~~financings ~~may~~could beresult ~~unable~~in dilution to ~~find~~holders ~~the~~and ~~appropriate~~debt ~~employees~~financing orcould ~~consultants~~result toin ~~assist with~~ the ~~commercialization~~imposition of ~~its~~significant financial and operational restrictions on the Company. ~~products,~~The ~~build~~Company’s ainability ~~suitable~~to ~~sales~~access ~~force,~~adequate orcapital ~~enter~~on ~~into~~acceptable ~~satisfactory~~terms ~~marketing~~could ~~arrangements~~have ~~with~~a ~~third~~material ~~parties,~~adverse ~~and~~effect ~~its~~on ~~sales~~the ~~and~~Company’s ~~marketing~~business, ~~efforts~~results ~~may~~of beoperations ~~unsuccessful~~and financial condition.

~~THE~~If the ~~COMPANY~~Company ~~RELIES~~fails ONto ~~THIRD-PARTY~~generate ~~PROVIDERS~~revenue as anticipated or if its development costs continue to exceed available funds, the Company may be required to undertake unplanned additional financing(s). If such additional financing is required, the Company can offer no assurance that additional funds will be available or that they will be obtained on economically acceptable terms.

~~The Company will be dependent upon third-party~~THE ~~service~~COMPANY ~~providers~~MAY toNOT ~~develop,~~SUCCESSFULLY ~~deliver~~DEVELOP ~~and~~NEW ~~maintain~~PRODUCTS ~~certain~~AND ~~aspects of its product and operations, including the manufacturing of its ECG acquisition devices~~SERVICES. The Company relies on third parties for the initial pairing, development and clearance of the ECG acquisition device with The EKG Glove. The Company has limited control over these third parties. Any discontinuation of these third-party services, or any reduction in performance or increase in price that would require the Company to replace such services, would disrupt its business. In the event that these service providers are unable to operate to the Company’s satisfaction, it would be forced to seek other firms to provide these services. There can be no assurance that services from substitute providers would be available on reasonable terms, if at all. Such an occurrence would involve significant delay and expense and would have a material adverse effect on the Company’s business, prospects, results of operations and financial condition.

~~THE~~The Company’s ~~SUCCESS~~growth OFdepends ~~THE~~on ~~COMPANY~~its ~~DEPENDS~~ability ONto develop leading edge medical device products and services. The Company’s ~~ITS~~business ~~ABILITY~~and TOoperating ~~ATTRACT~~results Awould ~~CRITICAL~~be ~~MASS~~harmed OFif ~~CUSTOMERS~~the Company fails to develop products and services that achieve widespread market acceptance or that fail to generate significant revenues to offset development costs. The Company may not be able to timely and successfully identify, develop and market new product and service opportunities. If the Company introduces new products and services, they may not attain broad market acceptance or contribute meaningfully to the Company’s revenues or profitability.

~~The Company business strategy is to create~~Because athe ~~new~~markets ~~paradigm~~ for ~~connecting~~the ~~doctors~~Company’s toproducts ~~patients~~and ~~for~~services ~~both~~are ~~urgent~~rapidly ~~and~~changing, ~~non-urgent~~the ~~medical~~Company ~~care,~~must ~~including~~develop ~~the~~new ~~monitoring~~offerings of ~~vital~~its ~~statistics~~products ~~of medical patients~~ and ~~the~~services ~~marketing~~quickly. ofThe ~~related~~Company ~~medical~~has ~~devices.~~experienced ~~The~~development ~~volume~~delays ofand ~~business~~cost ~~depends~~overruns in ~~part~~its ondevelopment ~~the~~efforts ~~perceived~~in ~~value of~~ the ~~Company’s~~past ~~monitoring~~ and ~~assessments products and services. In order for~~ the Company’s ~~business~~may toencounter ~~become valuable~~such problems in the ~~marketplace,~~future. itDelays ~~needs~~and tocost ~~attract~~overruns ~~customers,~~could ~~which~~affect ~~may~~its beability ~~hospitals,~~to ~~medical~~respond to ~~professionals,~~technological ~~medical education institutions~~changes, ~~insurance~~ ~~companies~~evolving ~~and~~industry ~~individuals~~standards, ascompetitive ~~well as a large number of vendors~~developments, ~~sponsors~~or ~~and~~customer ~~advertisers~~requirements. The Company ~~cannot assure~~’s ~~you~~products ~~that~~also itmay ~~will~~contain beundetected ~~successful~~errors inthat ~~attracting~~could acause ~~large~~increased ~~number~~development ~~of vendors~~costs, ~~sponsors~~loss orof ~~advertisers~~revenues, ~~nor~~adverse ~~can it assure you that consumers~~publicity, ~~will~~reduced ~~use~~market ~~its~~acceptance ~~online~~of ~~services. If medical professionals do not purchase~~ the ~~Company’s~~products ~~product and/~~or ~~consumers~~lawsuits doby ~~not use its Web site, it will have a material adverse effect on the Company’s business~~customers.

18THE COMPANY MAY NOT SUCCESSFULLY MANAGE ITS GROWTH.

~~THE~~The Company ~~COMPANY~~cannot ~~COULD~~successfully ~~LOSE~~implement ~~STRATEGIC~~its ~~RELATIONSHIPS~~business model if the Company fails to manage its growth. The Company must rapidly and ~~THAT~~significantly ~~ARE~~expand ~~ESSENTIAL~~its TOoperations ~~ITS~~domestically ~~BUSINESS~~and internationally and anticipate the need for further expansion to take advantage of market opportunities. Managing this substantial expansion will place a significant strain on the Company’s management, operational and financial resources. If the Company’s growth accelerates, the Company will need to continue to improve its financial and managerial control and reporting systems and procedures.

The Company ~~loss~~will ofhave ~~certain~~to ~~current~~implement ~~strategic~~new ~~relationships~~management information software systems. This will affect many aspects of its business, including ~~the~~its ~~inability~~accounting, tooperations, ~~find~~electronic ~~other~~commerce, ~~strategic~~customer ~~partners~~service, orpurchasing, ~~the~~and ~~failure~~sales and marketing functions. The purchase, implementation and testing of these systems will result in significant capital expenditures and could disrupt the Company’s day-to-day ~~existing~~operations. ~~relationships~~If tothese ~~achieve~~systems ~~meaningful positive~~are ~~results~~not ~~could~~implemented ~~harm~~as expected, the Company’s ~~business.~~ability ~~The~~to ~~Company~~provide ~~intends~~products and services to ~~rely~~its customers on a timely basis will suffer and delays in ~~part~~the onrecording ~~strategic~~and ~~relationships~~reporting toof ~~help it:~~its operating results could occur.

● maximize adoption of the Company’s products through distribution arrangements; ● increase the amount and type of data that can be processed to help boost the demand for the Company’s products and services; ● enhance the Company’s brand; ● expand the range of commercial activities based on the Company’s technology; ● increase the performance and utility of the Company’s products and services.15

~~Many of these goals are beyond the Company’s~~THE ~~expertise.~~COMPANY ~~The~~MAY ~~Company~~NOT ~~anticipates~~SUCCESSFULLY ~~that~~DEVELOP ~~the~~ITS ~~efforts~~MARKETING ~~of the Company’s strategic partners will become more important as the medical device business matures~~CAPABILITY. ~~In addition, the efforts of the Company’s strategic partners may be unsuccessful. Furthermore, these strategic relationships may be terminated before the Company realizes any benefit.~~

~~THE~~The Company ~~COMPANY’S~~has ~~BUSINESS~~limited ~~WILL~~experience ~~SUFFER~~developing and marketing its products and related services. Developing and assembling a technical IFdevelopment ~~ITS~~team ~~SYSTEMS~~and ~~FAIL~~sales ORand ~~BECOME~~marketing ~~UNAVAILABLE~~strategy and team to adequately support its business will require substantial effort and require significant management and financial resources. The Company may be unable to find the appropriate employees or consultants to assist with the commercialization of its products, build a suitable sales force, or enter into satisfactory marketing arrangements with third parties, and its sales and marketing efforts may be unsuccessful.

~~A reduction in the performance, reliability~~THE ~~and~~COMPANY ~~availability~~RELIES ofON the Company’s website and network infrastructure will harm the Company’s ability to distribute its products and services to its users, as well as its reputation and ability to attract and retain users and customers. The Company’s systems and operations could be damaged or interrupted by fire, flood, power loss, telecommunications failure, Internet breakdown, earthquake, acts of terrorism, and similar events. The Company’s systems are also subject to breakTHIRD-~~ins,~~PARTY ~~sabotage, intentional acts of vandalism and similar misconduct~~PROVIDERS. The Company does not have fully redundant systems or a formal disaster recovery plan, and the Company does not carry adequate business interruption insurance to compensate the Company for losses that may occur from a system outage.

AThe Company ~~sudden~~will be dependent upon third-party service providers to develop, deliver and ~~significant~~maintain ~~increase~~certain inaspects ~~traffic~~of its product and onoperations, including the manufacturing of its ECG acquisition devices. The Company’s ~~website~~relies ~~could~~on ~~strain~~third parties for the ~~capacity~~initial pairing, development and clearance of the ~~software,~~ECG ~~hardware~~acquisition ~~and~~device ~~telecommunications~~with The ~~systems~~EKG ~~that~~Glove. ~~the~~The Company ~~deploys~~ orhas ~~uses~~limited control over these third parties. ~~This~~Any ~~could~~discontinuation ~~lead~~of tothese ~~slower~~third-party ~~response~~services, ~~times~~or any reduction in performance or ~~system~~increase ~~failures.~~in ~~The~~price that would require the Company ~~depends~~to onreplace ~~Web~~such ~~browsers~~services, ~~Internet~~would ~~service providers~~disrupt ~~(“ISPs”)~~its ~~and~~business. ~~online~~In ~~service~~the ~~providers~~event tothat ~~provide~~these ~~Internet~~service ~~users~~providers ~~access~~are unable to operate to the Company’s ~~website~~satisfaction, it would be forced to seek other firms to provide these services. ~~Many~~There can be ofno ~~these~~assurance ~~providers~~that ~~have~~services ~~experienced~~from ~~significant~~substitute ~~outages~~providers inwould ~~the~~be ~~past~~available on reasonable terms, ~~and~~if ~~could~~at ~~experience~~all. ~~outages,~~Such ~~delays,~~an occurrence would involve significant delay and ~~other~~expense ~~difficulties due~~and towould ~~system~~have ~~failures~~a ~~unrelated~~material toadverse effect on the Company’s ~~systems~~business, prospects, results of operations and financial condition.

THE ~~COMPANY’S NETWORK IS SUBJECT~~ TOSUCCESS ~~SECURITY~~OF ~~RISKS THAT COULD HARM~~ THE COMPANY’S ~~REPUTATION~~DEPENDS ~~AND~~ON ~~EXPOSE~~ITS ITABILITY TO ~~LITIGATION~~ATTRACT ORA ~~LIABILITY~~CRITICAL MASS OF CUSTOMERS.

~~Online~~The Company ~~communications~~business ~~depend~~strategy onis ~~the~~to ~~ability~~ create a new paradigm for connecting doctors to ~~transmit~~patients ~~confidential~~for ~~information~~both ~~securely~~urgent ~~over~~and ~~public~~non-urgent ~~networks~~medical care, including the monitoring of vital statistics of medical patients and the marketing of related medical devices. ~~Any~~The ~~compromise~~volume of business depends in part on the perceived value of the Company’s ~~ability~~monitoring and assessments products and services. In order for the Company’s business to ~~transmit~~become ~~confidential~~valuable in the marketplace, it needs to attract customers, which may be hospitals, ~~information~~medical ~~securely~~professionals, medical education institutions, insurance companies and ~~costs~~individuals, ~~associated~~as ~~with~~well ~~preventing~~as ora ~~eliminating~~large ~~any~~number ~~problems~~of vendors, sponsors ~~could~~and ~~harm~~advertisers. ~~the~~The Company’s ~~business. Online~~cannot ~~transmissions~~assure ~~are~~you ~~subject~~that toit will be successful in attracting a large number of ~~security~~vendors, ~~risks~~sponsors or advertisers, ~~including:~~nor can it assure you that consumers will use its online services. If medical professionals do not purchase the Company’s product and/or consumers do not use its Web site, it will have a material adverse effect on the Company’s business.

●THE COMPANY ~~the~~COULD ~~Company’s~~LOSE ~~encryption~~STRATEGIC ~~architecture~~RELATIONSHIPS orTHAT ~~licensed~~ARE ~~encryption~~ESSENTIAL ~~and~~TO ~~authentication~~ITS technology may be compromised, breached or otherwise be insufficient to ensure the security of customer information; ● the Company could experience unauthorized access, computer viruses and other disruptive problems, whether intentional or accidental; ● a third party could circumvent the Company’s security measures and misappropriate proprietary information or interrupt operations; andBUSINESS.

The loss ~~occurrence~~ of ~~any~~certain ofcurrent ~~these~~strategic orrelationships, ~~similar events could damage~~ the ~~Company’s~~inability ~~reputation~~to ~~and~~find ~~expose~~other itstrategic topartners ~~litigation~~ or ~~liability.~~the ~~The~~failure ~~Company~~of ~~may~~the ~~also~~Company’s existing berelationships ~~required~~ to ~~expend significant~~achieve ~~capital~~meaningful orpositive ~~other~~results ~~resources~~could toharm ~~protect against~~ the ~~threat~~Company’s ofbusiness. ~~security~~The ~~breaches~~Company orintends to rely ~~alleviate~~in ~~problems~~part ~~caused~~on bystrategic ~~such breaches.~~relationships to help it:

19● maximize adoption of the Company’s products through distribution arrangements; ● increase the amount and type of data that can be processed to help boost the demand for the Company’s products and services; ● enhance the Company’s brand; ● expand the range of commercial activities based on the Company’s technology; ● increase the performance and utility of the Company’s products and services.

~~THE~~Many of ~~COMPANY~~these ~~MAY~~goals BEare ~~UNABLE~~beyond TOthe ~~ADEQUATELY~~Company’s expertise. The Company anticipates that the efforts of the Company’s strategic ~~PROTECT~~partners ~~ITS~~will ~~PROPRIETARY~~become ~~RIGHTS~~more important as the medical device business matures. In addition, the efforts of the Company’s strategic partners may be unsuccessful. Furthermore, these strategic relationships may be terminated before the Company realizes any benefit.

The Company’s inability to protect its proprietary rights, and the costs of doing so, could harm its business. The Company’s success and ability to compete partly depend on the superiority, uniqueness or value of its technology, including both internally developed technology and technology licensed from third parties. To protect its proprietary rights, the Company plans to rely on a combination of patent, trademark, copyright and trade secret laws, confidentiality agreements with its employees and third parties, protective contractual provisions and its ability to encrypt its programming. The Company currently has eight patents issued (US patent Nos. 6,224,548; 6,248,064; 6,595,918; 6,540,673; 6757,556; 7,112,175; 7,435,222; and 7,753,845), two for the original glove design and two for a two-glove mapping system intended for use in future product offerings. The Company also has a number of additional patents for the original glove design and a two-glove system, as well as applications for its electrodes and twelve-lead design. International patents are held in China, India, Israel, Canada, and will be applied for in Europe, Brazil and Mexico. Despite the Company’s efforts to protect its proprietary rights, unauthorized parties may copy or infringe aspects of its technology, products, services, or trademarks, or obtain and use information the Company regards as proprietary. The Company’s proprietary rights may be especially difficult to protect in foreign countries, where unrelated third parties may have registered the Company’s domain names and trademarks under their own names in an attempt to prevent the Company from using the domain names and trademarks in those countries without paying them a significant sum of money. This could prevent the Company from using the Company’s valuable brands in those countries, and reduce the value of the Company’s intellectual property. In addition, others may independently develop technologies that are similar or superior to ours, which could reduce the value of the Company’s intellectual property.16

~~Companies in the medical device industry have~~THE ~~frequently resorted to litigation regarding intellectual property rights. The Company may have to litigate to enforce the Company~~COMPANY’~~s intellectual~~S ~~property~~BUSINESS ~~rights,~~WILL toSUFFER ~~protect~~IF ~~the~~ITS ~~Company’s~~SYSTEMS ~~trade~~FAIL ~~secrets~~OR orBECOME ~~to determine the validity and scope of other parties’ proprietary rights~~UNAVAILABLE. The Company may lack the financial and legal resources to effectively pursue infringers of its intellectual property rights. Moreover, the Company’s products and services may possibly infringe upon proprietary rights held by others, and in the event there are patent infringement suits by other companies, any litigation could result in its incurring substantial costs, could prevent the sale of a specific product or service, or could require the Company to direct its efforts away from its business plan.

~~THE~~A reduction ~~EXPIRATION~~in ORthe ~~LOSS~~performance, OFreliability ~~PATENT~~and ~~PROTECTION~~availability of the Company’s website and network infrastructure will harm ~~MAY~~the ~~ADVERSELY~~Company’s ~~AFFECT~~ability ~~OUR~~to ~~FUTURE~~distribute ~~REVENUES~~its ~~AND~~products ~~OPERATING~~and ~~INCOME~~services to its users, as well as its reputation and ability to attract and retain users and customers. The Company’s systems and operations could be damaged or interrupted by fire, flood, power loss, telecommunications failure, Internet breakdown, earthquake, acts of terrorism, and similar events. The Company’s systems are also subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct. The Company does not have fully redundant systems or a formal disaster recovery plan, and the Company does not carry adequate business interruption insurance to compensate the Company for losses that may occur from a system outage.

~~iNeedMD will rely on patent, trademark~~A sudden and ~~other~~significant ~~intellectual~~increase ~~property~~in ~~protection~~traffic inon the ~~discovery,~~Company’s ~~development,~~website ~~manufacturing,~~could ~~and~~strain ~~sale~~the capacity of ~~its~~the ~~products. In particular~~software, hardware ~~patent~~and ~~protection~~telecommunications ~~is,~~systems inthat the ~~aggregate, important in the~~ Company’s ~~marketing~~deploys ~~of The~~or ~~EKG~~uses. ~~Glove in~~This ~~the~~could ~~United States~~lead ~~and~~to ~~most~~slower ~~major~~response ~~markets~~times ~~outside~~or ofsystem ~~the United States~~failures. The ~~expiration~~Company ordepends ~~loss~~on ofWeb ~~patent~~browsers, ~~protection~~Internet ~~for~~service aproviders ~~product~~(“ISPs”) ~~typically is~~and ~~followed~~online ~~promptly~~service byproviders ~~substitutes~~to ~~that~~provide ~~may~~Internet users ~~significantly~~access ~~reduce~~to ~~sales~~the ~~for~~Company’s ~~that~~website. ~~product~~Many inof athese ~~short~~providers ~~amount~~have ofexperienced ~~time.~~significant Ifoutages ~~our~~in ~~competitive position~~the ispast, ~~compromised~~and it could experience ~~have~~outages, adelays, ~~material~~and ~~adverse~~other ~~effect~~difficulties ondue ~~our~~to ~~business~~system ~~and~~failures ~~results~~unrelated ofto ~~operations~~the Company’s systems.

THE COMPANY’S ~~MAY~~NETWORK ~~NEED~~IS SUBJECT TO ~~INCUR~~SECURITY ~~LITIGATION EXPENSES~~RISKS INTHAT ~~ORDER~~COULD TOHARM ~~DEFEND~~THE ~~INTELLECTUAL~~COMPANY’S ~~PROPERTY~~REPUTATION ~~RIGHTS~~ AND ~~MIGHT~~EXPOSE ~~NEVERTHELESS~~IT ~~BE UNABLE~~ TO ~~ADEQUATELY~~LITIGATION OR ~~PROTECT THESE RIGHTS~~LIABILITY.

~~The Company believes that its future success~~Online ~~will~~communications depend ~~in part~~ on ~~its~~the ability to ~~protect~~transmit ~~its~~confidential ~~internally~~information ~~developed~~securely ~~technologies,~~over ~~which~~public itnetworks. ~~seeks~~Any tocompromise ~~protect through a combination~~ of ~~patent, trademark, copyright and trade secret laws. Protection of~~ the Company’s ~~trademarks~~ability ~~is crucial as it attempts~~ to ~~build~~ ~~its~~transmit ~~brand~~confidential ~~name~~information ~~and reputation. Despite actions the Company takes to protect its intellectual property rights~~securely, ~~it may be possible for third parties to copy or otherwise obtain~~ and ~~use~~costs ~~its~~associated ~~intellectual~~with ~~property~~preventing ~~without authorization~~ or toeliminating ~~develop similar technology~~any ~~independently. The Company may need to engage in costly litigation to enforce its intellectual property rights~~problems, to protect its trade secrets or to determine the validity and scope of the intellectual property rights of others. The Company cannot assure you that its efforts to prevent misappropriation or infringement of its intellectual property will be successful. An adverse determination in any litigation of this type could ~~require~~harm the Company’s ~~to make significant changes to the structure and operation of its products or online services and features or to license alternative technology from another party~~business. ~~Implementation~~Online oftransmissions ~~any~~are ofsubject ~~these alternatives could be costly and time- consuming and may not be successful. Any intellectual property litigation would be likely~~ to ~~result~~a ~~in substantial~~number ~~costs and diversion~~ of ~~resources~~security ~~and management attention. In addition~~risks, ~~legal standards relating to the validity, enforceability and scope of protection of intellectual property rights in Internet-related businesses are uncertain and still evolving.~~including:

20● the Company’s encryption architecture or licensed encryption and authentication technology may be compromised, breached or otherwise be insufficient to ensure the security of customer information; ● the Company could experience unauthorized access, computer viruses and other disruptive problems, whether intentional or accidental; ● a third party could circumvent the Company’s security measures and misappropriate proprietary information or interrupt operations; and

~~THE~~The occurrence ~~COMPANY~~of ~~MAY~~any ~~NOT~~of BEthese ~~ABLE~~or TOsimilar ~~DEVELOP~~events could damage the Company’s reputation and expose it to litigation or liability. ~~NEW~~The ~~PRODUCT~~Company ORmay ~~SERVICE~~also ~~OFFERINGS~~be IFrequired ITto ISexpend ~~UNABLE~~significant TOcapital ~~OBTAIN~~or ~~NEEDED~~other ~~TECHNOLOGY~~resources to protect against the threat of security breaches or to alleviate problems caused by such breaches.

~~The Company relies upon third parties to develop~~THE ~~technologies~~COMPANY ~~that~~MAY ~~will~~BE ~~enhance~~UNABLE ~~its~~TO ~~planned~~ADEQUATELY ~~product~~PROTECT ~~and~~ITS ~~service~~PROPRIETARY ~~offerings~~RIGHTS. If the Company’s relationships with these third parties are impaired or terminated, then the Company would have to find other developers on a timely basis or develop technology completely on its own. The Company cannot predict whether it will be able to obtain the third-party technology necessary for continued development and introduction of new and enhanced products and services.

~~THE~~The Company’s ~~COMPANY~~inability ~~MAY~~to ~~INCUR~~protect ~~SUBSTANTIAL~~its ~~COSTS~~proprietary rights, and the costs of doing so, could harm its business. The Company’s ~~AND~~success ~~DIVERSION~~and OFability ~~THE~~to ~~COMPANY~~compete partly depend on the superiority, uniqueness or value of its technology, including both internally developed technology and technology licensed from third parties. To protect its proprietary rights, the Company plans to rely on a combination of patent, trademark, copyright and trade secret laws, confidentiality agreements with its employees and third parties, protective contractual provisions and its ability to encrypt its programming. The Company currently has eight patents issued (US patent Nos. 6,224,548; 6,248,064; 6,595,918; 6,540,673; 6757,556; 7,112,175; 7,435,222; and 7,753,845), two for the original glove design and two for a two-glove mapping system intended for use in future product offerings. The Company also has a number of additional patents for the original glove design and a two-glove system, as well as applications for its electrodes and twelve-lead design. International patents are held in China, India, Israel, Canada, and will be applied for in Europe, Brazil and Mexico. Despite the Company’Ss ~~MANAGEMENT~~efforts to protect its proprietary rights, unauthorized parties may copy or infringe aspects of its technology, products, services, or trademarks, or obtain and use information the Company regards as proprietary. The Company’Ss proprietary ~~RESOURCES~~rights IFmay ~~THE~~be ~~COMPANY~~especially ~~INFRINGES~~difficult ~~UPON~~to ~~THE~~protect ~~PROPRIETARY~~in ~~RIGHTS~~foreign OFcountries, ~~OTHERS~~where unrelated third parties may have registered the Company’s domain names and trademarks under their own names in an attempt to prevent the Company from using the domain names and trademarks in those countries without paying them a significant sum of money. This could prevent the Company from using the Company’s valuable brands in those countries, and reduce the value of the Company’s intellectual property. In addition, others may independently develop technologies that are similar or superior to ours, which could reduce the value of the Company’s intellectual property.

The Company intends to have the permission of, and, in some cases, licenses from, any developer of a software program that the Company uses in the Company’s software. Although the Company has not, at this time, obtained an opinion of counsel, the Company does not believe that the software or the trademarks the Company uses or will use or any of the other elements of the Company’s business infringe on the proprietary rights of any third parties. Third parties may assert claims against the Company for infringement of their proprietary rights and these claims may be successful.17

~~The Company could incur substantial costs and~~Companies ~~diversion~~in ofthe ~~management~~medical ~~resources~~device inindustry ~~the~~have ~~defense~~frequently ofresorted ~~any~~to ~~claims~~litigation ~~relating~~regarding tointellectual ~~proprietary~~property rights. ~~Parties~~The ~~making~~Company ~~these claims could~~may ~~secure~~have ato ~~judgment~~litigate ~~awarding~~to ~~substantial~~enforce ~~damages~~the asCompany’s ~~well~~intellectual asproperty ~~injunctive~~rights, orto ~~other~~protect ~~equitable relief that could effectively block~~ the Company’s ~~ability~~trade secrets or to ~~license~~determine the ~~Company’s~~validity ~~products~~and inscope ~~the~~of ~~United~~other ~~States~~parties’ orproprietary ~~abroad~~rights. IfThe aCompany ~~third~~may ~~party~~lack ~~asserts~~the afinancial ~~claim relating~~and legal resources to ~~proprietary~~effectively ~~technology~~pursue orinfringers ~~information~~of ~~against~~its ~~the~~intellectual ~~Company~~property rights. Moreover, the Company’s ~~may~~products ~~seek~~and ~~licenses~~services ~~to the intellectual property~~may ~~from~~possibly ~~the~~infringe ~~third~~upon ~~party.~~proprietary ~~The~~rights ~~Company~~held ~~cannot~~by ~~be certain~~others, ~~however,~~and ~~that~~in ~~third~~the ~~parties~~event ~~will~~there ~~extend~~are ~~licenses~~patent toinfringement itsuits onby ~~commercially~~other ~~reasonable terms~~companies, any orlitigation atcould ~~all.~~result Ifin ~~the~~its ~~Company~~incurring ~~fails~~substantial tocosts, ~~obtain~~could prevent the ~~necessary~~sale ~~licenses~~of ora ~~other~~specific ~~rights,~~product itor ~~could~~service, ~~materially~~or ~~and adversely affect~~could require the Company’s ~~ability~~ to ~~operate~~direct ~~the~~its ~~Company’s~~efforts away from its business plan.

~~The Company could be exposed to significant~~THE ~~legal~~EXPIRATION ~~liability~~OR ifLOSS ~~new~~OF ~~case~~PATENT ~~law~~PROTECTION isMAY ~~decided,~~ADVERSELY orAFFECT ~~new~~OUR ~~government~~FUTURE ~~regulation~~REVENUES isAND ~~enacted,~~OPERATING ~~regarding the Internet and Internet service providers~~INCOME. The law relating to the Company’s business and operations is evolving and no clear legal precedents have been established. The adoption of new laws or the application of existing laws may decrease the growth in the use of the Internet, affect telecommunications costs or increase the likelihood or scope of competition from regional telephone companies. These results could decrease the demand for the Company’s services or increase the Company’s cost of doing business, each of which would hurt the Company’s projected gross margins and revenues.

~~THE~~iNeedMD will ~~COMPANY~~rely ~~MAY~~on BEpatent, ~~UNABLE~~trademark TOand ~~SUCCESSFULLY~~other intellectual property protection in the discovery, development, manufacturing, and sale ~~COMPETE~~of ~~WITH~~its ~~ESTABLISHED~~products. ~~ECG~~In ~~MANUFACTURERS~~particular, ~~AND~~patent ~~TELEMEDICINE~~protection ~~COMPANIES~~is, INin ~~THE~~the ~~MEDICAL~~aggregate, ~~DEVICE~~important ~~AND~~in ~~TELEHEALTH~~the ~~MARKETS~~Company’s marketing of The EKG Glove in the United States and most major markets outside of the United States. The expiration or loss of patent protection for a product typically is followed promptly by substitutes that may significantly reduce sales for that product in a short amount of time. If our competitive position is compromised it could have a material adverse effect on our business and results of operations.

~~The market for telemedicine software and services,~~THE ~~for~~COMPANY ~~the~~MAY ~~delivery,~~NEED ~~diagnosis,~~TO ~~and~~INCUR ~~care~~LITIGATION ofEXPENSES ~~patient~~IN ~~over~~ORDER ~~the~~TO ~~Internet~~DEFEND isINTELLECTUAL ~~relatively~~PROPERTY ~~new,~~RIGHTS ~~constantly~~AND ~~changing,~~MIGHT ~~and~~NEVERTHELESS ~~intensely~~BE ~~competitive.~~UNABLE AsTO ~~medical~~ADEQUATELY ~~care~~PROTECT ~~evolves~~THESE ~~into a central component of the Internet experience, more companies are entering the market for, and expending increasing resources to develop, patient diagnostic delivery software and services~~RIGHTS. ~~The Company expects that competition will continue to intensify.~~

~~Many~~The Company believes that its future success will depend in part on its ability to protect its internally developed technologies, which it seeks to protect through a combination of patent, trademark, copyright and trade secret laws. Protection of the Company’s trademarks ~~current~~is ~~and~~crucial ~~potential competitors~~as ~~have~~it ~~longer~~attempts ~~operating~~to ~~histories,~~build ~~greater~~its brand name ~~recognition,~~and ~~more~~reputation. ~~employees,~~Despite ~~and~~actions ~~significantly~~the ~~greater~~Company ~~financial,~~takes ~~technical,~~to protect its ~~marketing,~~intellectual ~~public~~property ~~relations~~rights, it may be possible for third parties to copy or otherwise obtain and ~~distribution~~use ~~resources~~its ~~than~~intellectual ~~the~~property without ~~Company~~authorization ~~does~~or to develop similar technology independently. The ~~competitive~~Company ~~environment~~ may ~~require~~need us to ~~make changes~~engage in ~~the~~costly ~~Company’s~~litigation ~~products,~~to ~~pricing,~~enforce its ~~licensing,~~intellectual ~~services~~property rights, orto ~~marketing~~protect its trade secrets or to ~~maintain~~determine the validity and ~~extend~~scope of the ~~Company’s~~intellectual property ~~current~~rights ~~brand~~of ~~and~~others. ~~technology~~The ~~franchise.~~Company ~~Price~~cannot ~~concessions~~assure oryou ~~the~~that ~~emergence~~its ofefforts ~~other~~to ~~pricing~~prevent misappropriation or ~~distribution~~infringement ~~strategies~~ of ~~competitors~~its intellectual ~~may~~property ~~diminish~~will be successful. An adverse determination in any litigation of this type could require the Company’s ~~revenues,~~to ~~impact~~make significant changes to the ~~Company’s~~structure ~~margins,~~and operation of its products or ~~lead~~online toservices aand ~~reduction~~features inor ~~the~~to ~~Company’s~~license ~~market~~alternative technology from ~~share,~~another party. Implementation of any of ~~which~~these ~~will~~alternatives ~~harm~~could ~~the~~be ~~Company’s~~costly ~~business~~and time- consuming and may not be successful. ~~The~~Any intellectual ~~Company’s~~property ~~failure~~litigation would be likely to ~~adequately~~result ~~address~~in ~~any~~substantial costs and diversion of ~~the~~resources ~~above~~and management attention. ~~factors~~In ~~could~~addition, ~~harm~~legal standards relating to the ~~Company’s~~validity, ~~business~~enforceability ~~strategy~~and scope of protection of intellectual property rights in Internet-related businesses are uncertain and ~~operating~~still ~~results~~evolving.

21THE COMPANY MAY NOT BE ABLE TO DEVELOP NEW PRODUCT OR SERVICE OFFERINGS IF IT IS UNABLE TO OBTAIN NEEDED TECHNOLOGY.

~~General~~The Company ~~Electric~~relies ~~and~~upon ~~Cisco~~third ~~are~~parties ~~the~~to ~~principal competitors~~develop intechnologies ~~the~~that ~~development~~will ~~and~~enhance ~~distribution~~its ofplanned ~~ECG~~product ~~machines~~ and ~~real-time~~service ~~telemedicine network technology~~offerings. ~~General~~If ~~Electric~~the ~~currently~~Company’s ~~competes~~relationships inwith ~~the~~these ~~market~~third ~~for~~parties ~~ECG~~are ~~equipment~~impaired ~~and~~or ~~controls~~terminated, ~~over~~then ~~50% of~~ the ~~U.S.~~Company ~~market.~~would ~~Cisco~~have isto ~~currently~~find ~~the~~other ~~market leader~~developers inon ~~assisting~~a ~~large~~timely ~~medical~~basis ~~institutions~~or indevelop ~~developing~~technology ~~and~~completely ~~deploying~~on ~~their~~its ~~telehealth networks~~own. The Company ~~believes~~cannot ~~that~~predict ~~General Electric’s~~whether ~~and~~it ~~Cisco’s~~will ~~commitments~~be able to, ~~and~~obtain ~~presences in,~~ the third-party ~~telehealth~~technology ~~and~~necessary ~~telemedicine~~for ~~markets~~continued ~~has~~development ~~increased~~ and ~~that~~ ~~both~~introduction ~~companies~~of ~~will~~new ~~continue~~and toenhanced ~~increase~~products ~~competitive~~and ~~pressure in the overall market for medical product distribution~~services.

In addition to General Electric and Cisco, multiple other Fortune 500 companies are entering this marketplace which will lead to the Company face increasing competition from other well-established companies that are developing and marketing telemedical products. The Company expects that other large communication and software companies will devote more resources to developing and marketing medical applications, and will seek to compete more vigorously with us in the marketplace. As more companies enter the market with products that compete with the Company’s solutions and tools the competitive landscape could change rapidly to the Company’s disadvantage.18

THE COMPANY MAY INCUR SUBSTANTIAL COSTS AND DIVERSION OF THE COMPANY’S ISMANAGEMENT’S ~~REGULATED~~RESOURCES BYIF THE ~~FDA~~COMPANY INFRINGES UPON THE PROPRIETARY RIGHTS OF OTHERS.

The Company’s ~~products~~intends ~~are subject~~ to ~~regulation~~ byhave the ~~federal~~permission ~~Food~~of, and ~~Drug Administration (“FDA”) and~~, in some ~~jurisdictions~~cases, bylicenses ~~state and foreign governmental authorities. In particular~~from, ~~the~~any ~~Company~~developer ~~must obtain specific clearance from the FDA before it can market products in the United States. The process~~ of ~~obtaining~~a ~~such~~software ~~clearances~~program ~~can be time-consuming and expensive, and there can be no assurance~~ that ~~all clearances sought by~~ the Company uses ~~will~~in ~~be granted or that FDA review will not involve delays adversely affecting~~ the ~~marketing and sale of~~ Company’s ~~products~~software. ~~Current~~Although ~~FDA enforcement policy prohibits~~ the ~~promotion or labeling of approved medical devices for unapproved uses. The~~ Company ishas ~~also required to adhere to the manufacturing~~not, ~~testing,~~at ~~control,~~this ~~labeling~~time, ~~documentation~~obtained ~~and~~an ~~product~~opinion ~~surveillance requirements~~ of ~~the~~counsel, ~~FDA. These regulations may have a material impact on~~ the Company’s does ~~business.~~not ~~Medical~~believe ~~device~~that ~~laws~~the ~~exist in~~software ~~many~~or of the ~~foreign~~trademarks ~~countries where~~ the Company ~~will~~uses door ~~business.~~will ~~Federal~~use ~~state~~or ~~and~~any ~~foreign~~of ~~regulations regarding~~ the ~~manufacture and~~other ~~sale~~elements of ~~medical devices are subject to future changes. Such revisions may have a material impact on~~ the Company’s ~~business.~~ Ifbusiness ~~the~~infringe ~~FDA~~on believes that a company is not in compliance with applicable regulations, it can institute proceedings to detain or seize products, issue a recall, impose operating restrictions, enjoin future violations and assess civil and criminal penalties against the ~~Company,~~proprietary ~~its~~rights ~~officers~~of orany ~~its~~third ~~employees and can recommend criminal prosecution to the Department of Justice~~parties. ~~Other~~Third ~~regulatory agencies~~parties may ~~have~~assert ~~similar~~claims ~~powers.~~against ~~In addition, product clearances could be withdrawn due to~~ the ~~failure~~Company tofor ~~comply with regulatory~~infringement ~~standards or the occurrence~~ of ~~unforeseen~~their ~~problems~~proprietary ~~following~~rights ~~initial~~and ~~marketing.~~these Anclaims ~~adverse regulatory action, depending on its magnitude,~~ may ~~have~~be ~~a material adverse effect on the Company~~successful.

~~THE~~The Company ~~COMPANY~~could ~~MAY~~incur BEsubstantial ~~SUBJECT~~costs TOand ~~INCREASED~~diversion of management resources in the defense of any claims relating to proprietary ~~GOVERNMENT~~rights. ~~REGULATION~~Parties INmaking ~~THE~~these ~~FUTURE~~claims could secure a judgment awarding substantial damages as well as injunctive or other equitable relief that could effectively block the Company’s ability to license the Company’s products in the United States or abroad. If a third party asserts a claim relating to proprietary technology or information against the Company, the Company may seek licenses to the intellectual property from the third party. The Company cannot be certain, however, that third parties will extend licenses to it on commercially reasonable terms, or at all. If the Company fails to obtain the necessary licenses or other rights, it could materially and adversely affect the Company’s ability to operate the Company’s business.

~~There~~The Company ~~are~~could ~~currently~~be ~~few~~exposed ~~laws~~to orsignificant ~~regulations that~~legal ~~specifically~~liability ~~regulate~~if ~~communications~~new case law is decided, or ~~commerce~~new ongovernment ~~the~~regulation ~~Internet.~~is ~~However~~enacted, ~~laws~~regarding the Internet and ~~regulations~~Internet ~~may~~service beproviders. ~~adopted~~The inlaw ~~the~~relating ~~future that~~to ~~address~~the ~~issues~~Company’s ~~such~~business asand ~~user~~operations ~~privacy,~~is ~~pricing~~evolving and ~~characteristics~~no clear ~~and~~legal ~~quality~~precedents ofhave ~~products~~been ~~and services~~established. IfThe ~~more~~adoption ~~stringent~~of ~~regulatory requirements~~new ~~and/~~laws or ~~safety~~the ~~and~~application ~~quality~~of ~~standards~~existing ~~are~~laws ~~issued~~may decrease the growth in the ~~future,~~use ~~they~~of ~~may~~the ~~have~~Internet, anaffect ~~adverse~~telecommunications ~~effect~~costs onor increase the ~~Company’s business.~~likelihood Inor ~~addition,~~scope ~~use~~ of ~~the~~competition ~~Company’s~~from ~~website~~regional ~~could~~telephone companies. beThese ~~adversely~~results ~~affected~~could ifdecrease ~~its~~the ~~Internet~~demand ~~system~~for ~~provider~~the Company’s services or increase the ~~Internet system~~Company’s ~~providers~~cost of ~~its~~doing business, ~~customers~~each ~~adopts~~of ~~stricter~~which ~~safety~~would ~~standards~~hurt orthe ~~become~~Company’s ~~more~~projected ~~heavily~~gross ~~regulated~~margins byand ~~the Federal Communications Commission~~revenues.

~~Internet user privacy has become a significant~~THE ~~issue~~COMPANY ~~both~~MAY inBE ~~the~~UNABLE ~~United~~TO ~~States~~SUCCESSFULLY ~~and~~COMPETE ~~abroad.~~WITH ~~Current~~ESTABLISHED ~~United~~ECG ~~States~~MANUFACTURERS ~~privacy~~AND ~~law~~TELEMEDICINE ~~consists~~COMPANIES ofIN aTHE ~~few~~MEDICAL ~~disparate statutes directed at~~DEVICE ~~specific~~AND ~~industries~~TELEHEALTH ~~that collect personal data, none of which specifically covers the collection of personal information online~~MARKETS. The Company cannot guarantee that the United States or foreign nations will not adopt legislation purporting to protect such privacy. Any such legislation could affect the way in which the Company is allowed to conduct business, especially those aspects that involve the collection or use of personal information, and could have a material adverse effect on the Company’s business, financial condition and operating results. Moreover, it may take years to determine the extent to which existing laws governing issues such as property ownership, libel, negligence and personal privacy are applicable to the Internet. Currently, the Company’s operations are not regulated by any healthcare agency. However, with regard to healthcare issues on the Internet, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), mandates the use of standard transactions, standard identifiers, security and other provisions. It will be necessary for the Company platform and for the applications that the Company provides to be in compliance with the regulations. The Company may need to comply with Federal privacy and security regulations promulgated under HIPAA and expanded significantly under the Health Information Technology for Economic and Clinical Health Act, or HITECH Act, as well as certain state privacy and security laws. Compliance with these laws may require substantial expenditure or changes to our operations, and failure to comply with these laws may have a significant effect on the Company.

22The market for telemedicine software and services, for the delivery, diagnosis, and care of patient over the Internet is relatively new, constantly changing, and intensely competitive. As medical care evolves into a central component of the Internet experience, more companies are entering the market for, and expending increasing resources to develop, patient diagnostic delivery software and services. The Company expects that competition will continue to intensify.

~~THE~~Many of ~~COMPANY~~the ~~COULD~~Company’s BEcurrent ~~SUBJECT~~and TOpotential ~~SALE~~competitors have longer operating histories, greater name recognition, more employees, ORand ~~OTHER~~significantly ~~TAXES~~greater financial, technical, marketing, public relations, and distribution resources than the Company does. The competitive environment may require us to make changes in the Company’s products, pricing, licensing, services, or marketing to maintain and extend the Company’s current brand and technology franchise. Price concessions or the emergence of other pricing or distribution strategies of competitors may diminish the Company’s revenues, impact the Company’s margins, or lead to a reduction in the Company’s market share, any of which will harm the Company’s business. The Company’s failure to adequately address any of the above factors could harm the Company’s business strategy and operating results.

~~The~~General Electric ~~tax~~and ~~treatment~~Cisco ofare the ~~Internet~~principal ~~and~~competitors ~~e-commerce is~~in ~~currently~~the ~~unsettled.~~development Aand ~~number~~distribution of ~~proposals~~ECG ~~have~~machines ~~been~~and ~~made~~real-time attelemedicine network technology. General Electric currently competes in the ~~federal,~~market ~~state~~for ECG equipment and ~~local~~controls ~~level~~over ~~and~~50% byof ~~certain~~the ~~foreign~~U.S. ~~governments~~market. ~~that~~Cisco ~~could~~is ~~impose~~currently ~~taxes~~the onmarket ~~the~~leader ~~sale~~in ofassisting ~~goods~~large ~~and~~medical ~~services~~institutions in developing and ~~certain~~deploying ~~other~~their ~~Internet~~telehealth ~~activities~~networks. The Company ~~cannot~~believes ~~predict~~that ~~the effect~~General ofElectric’s ~~current~~and ~~attempts~~Cisco’s atcommitments ~~taxing~~to, orand ~~regulating~~presences ~~commerce~~in, ~~over~~ the ~~Internet.~~telehealth ~~Any~~and ~~legislation~~telemedicine markets ~~that~~has ~~substantially~~increased ~~impairs~~and ~~the~~that ~~growth of~~both ~~e-commerce~~companies ~~could~~will ~~have~~continue ato ~~material~~increase ~~adverse~~competitive ~~effect~~pressure onin the ~~Company’s~~overall ~~business,~~market ~~financial~~for ~~condition~~medical product ~~and operating results~~distribution.

~~THE COMPANY MAY EXPERIENCE THE ADVERSE EFFECT OF ECONOMIC DOWNTURN.~~19

In addition ~~the~~to ~~event~~General ofElectric anand ~~economic~~Cisco, ~~downturn~~multiple orother ~~change in~~Fortune ~~consumer~~500 ~~patterns,~~companies are entering this marketplace which will lead to the Company’s ~~business~~face ~~could~~increasing becompetition ~~adversely~~from ~~affected~~other well-established companies that are developing and marketing telemedical products. The ~~For~~Company ~~example~~expects that other large communication and software companies will devote more resources to developing and marketing medical applications, ifand will seek to compete more vigorously with us in the ~~economy~~marketplace. ~~declines,~~As more companies enter the ~~Company’s~~market ~~customers~~with ~~could~~products ~~experience~~that ~~decreased~~compete ~~consumer~~with ~~activity,~~the ~~which~~Company’s ~~could~~solutions ~~lessen~~and ~~their~~tools ~~need~~the ~~for~~competitive alandscape ~~third-party~~could ~~information~~change ~~management~~rapidly to the ~~system~~Company’s disadvantage.

THE COMPANY ~~MAY~~IS BEREGULATED ~~UNABLE~~BY ~~TO RESPOND TO~~ THE ~~RAPID TECHNOLOGICAL CHANGE IN ITS INDUSTRY AND SUCH CHANGE MAY INCREASE COSTS AND COMPETITION THAT MAY ADVERSELY AFFECT ITS BUSINESS~~FDA.

~~Rapidly~~The Company’s ~~changing~~products ~~technologies,~~are ~~frequent~~subject ~~new product~~to regulation by the federal Food and ~~service~~Drug ~~introductions~~Administration (“FDA”) and, ~~evolving~~in ~~industry~~some jurisdictions, ~~standards~~by ~~characterize~~state and foreign governmental authorities. In particular, the Company’s must obtain specific clearance from the FDA before it can market products in the United States. The ~~continued~~process ~~growth~~ of ~~the~~obtaining ~~Internet~~such clearances can be time-consuming and ~~intense~~expensive, and ~~competition~~there incan be no assurance that all clearances sought by the Company’s ~~industry~~will ~~exacerbate~~be ~~these~~granted ~~market~~or ~~characteristics~~that FDA review will not involve delays adversely affecting the marketing and sale of Company products. Current FDA enforcement policy prohibits the promotion or labeling of approved medical devices for unapproved uses. The Company’s is also required to adhere to the manufacturing, testing, control, ~~future~~labeling, ~~success~~documentation ~~will~~and ~~depend~~product surveillance requirements of the FDA. These regulations may have a material impact on ~~its~~the Company’s ~~ability~~business. toMedical ~~adapt~~device tolaws ~~rapidly~~exist ~~changing~~in ~~technologies~~many byof ~~continually~~the ~~improving~~foreign countries where the ~~performance~~Company ~~features~~will do business. Federal state and ~~reliability~~foreign ofregulations ~~its~~regarding ~~products~~the manufacture and ~~services~~sale of medical devices are subject to future changes. ~~The~~Such revisions may have a material impact on the Company’s ~~may~~business. ~~experience~~If ~~difficulties~~the FDA believes that ~~could~~a ~~delay~~company oris ~~prevent~~not ~~the~~in ~~successful~~compliance with applicable ~~development~~regulations, ~~introduction~~it orcan ~~marketing~~institute ofproceedings ~~its~~to detain or seize products, ~~and~~issue ~~services.~~a Inrecall, ~~addition~~impose operating restrictions, ~~any~~enjoin ~~new~~future violations ~~enhancements~~and ~~must~~assess ~~meet~~civil and criminal penalties against the ~~requirements of~~Company, its ~~current~~officers ~~and~~or ~~prospective~~its ~~users~~employees and ~~must~~can ~~achieve~~recommend ~~significant~~criminal prosecution ~~market~~to ~~acceptance~~the Department of Justice. ~~The~~Other ~~Company~~regulatory ~~could~~agencies ~~also~~may ~~incur~~have ~~substantial~~similar ~~costs~~powers. In addition, product clearances could ifbe itwithdrawn ~~needs~~due to ~~modify~~the ~~its~~failure ~~products~~to ~~and~~comply ~~services~~with regulatory standards or ~~infrastructures~~the tooccurrence ~~adapt~~of tounforeseen ~~these~~problems ~~changes~~following initial marketing. An adverse regulatory action, depending on its magnitude, may have a material adverse effect on the Company.

~~The Company also expects that new competitors~~THE ~~may~~COMPANY ~~introduce~~MAY ~~products,~~BE ~~systems~~SUBJECT orTO ~~services~~INCREASED ~~that~~GOVERNMENT ~~are~~REGULATION ~~directly~~IN orTHE ~~indirectly competitive with the Company~~FUTURE. These competitors may succeed in developing, products, systems and services that have greater functionality or are less costly than the Company’s products, systems and services, and may be more successful in marketing such products, systems and services. Technological changes have lowered the cost of operating communications and computer systems and purchasing software. These changes reduce the Company’s cost of providing services but also facilitate increased competition by reducing competitors’ costs in providing similar services. This competition could increase price competition and reduce anticipated profit margins.

23There are currently few laws or regulations that specifically regulate communications or commerce on the Internet. However, laws and regulations may be adopted in the future that address issues such as user privacy, pricing and characteristics and quality of products and services. If more stringent regulatory requirements and/or safety and quality standards are issued in the future, they may have an adverse effect on the Company’s business. In addition, use of the Company’s website could be adversely affected if its Internet system provider or the Internet system providers of its customers adopts stricter safety standards or become more heavily regulated by the Federal Communications Commission.

~~THE~~Internet user ~~COMPANY~~privacy has become a significant issue both in the United States and abroad. Current United States privacy law consists of a few disparate statutes directed at specific industries that collect personal data, none of which specifically covers the collection of personal information online. The Company cannot guarantee that the United States or foreign nations will not adopt legislation purporting to protect such privacy. Any such legislation could affect the way in which the Company is allowed to conduct business, especially those aspects that involve the collection or use of personal information, and could have a material adverse effect on the Company’Ss ~~SERVICES~~business, ~~ARE~~financial ~~NEW~~condition and operating results. Moreover, it may take years to determine the extent ~~AND~~to ~~ITS~~which ~~INDUSTRY~~existing ISlaws ~~EVOLVING~~governing issues such as property ownership, libel, negligence and personal privacy are applicable to the Internet. Currently, the Company’s operations are not regulated by any healthcare agency. However, with regard to healthcare issues on the Internet, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), mandates the use of standard transactions, standard identifiers, security and other provisions. It will be necessary for the Company platform and for the applications that the Company provides to be in compliance with the regulations. The Company may need to comply with Federal privacy and security regulations promulgated under HIPAA and expanded significantly under the Health Information Technology for Economic and Clinical Health Act, or HITECH Act, as well as certain state privacy and security laws. Compliance with these laws may require substantial expenditure or changes to our operations, and failure to comply with these laws may have a significant effect on the Company.

~~You should consider the Company’s prospects~~THE inCOMPANY ~~light~~COULD ofBE ~~the~~SUBJECT ~~risks,~~TO ~~uncertainties~~SALE ~~and~~OR ~~difficulties~~OTHER ~~frequently encountered by companies in their early stage of development, particularly companies in the rapidly evolving Internet market~~TAXES. ~~To be successful in this market, the Company must, among other things:~~

●The tax ~~develop~~treatment ~~and~~of ~~introduce~~the ~~functional~~Internet and ~~attractive~~e-commerce ~~service~~is ~~offerings;~~currently ●unsettled. ~~attract~~A ~~and~~number ~~maintain~~of aproposals ~~large~~have ~~base~~been ofmade ~~subscribers~~at the federal, state and ~~consumers;~~local ●level ~~increase~~and ~~awareness~~by ofcertain ~~the~~foreign ~~Company~~governments ~~brand~~that ~~and~~could ~~develop~~impose ~~subscriber~~taxes ~~and~~on ~~consumer~~the ~~loyalty;~~sale ●of ~~establish~~goods and ~~maintain~~services ~~strategic~~and ~~relationships~~certain ~~with~~other Internet ~~distribution~~activities. ~~partners~~The ~~and~~Company ~~service~~cannot ~~and~~predict ~~content~~the ~~providers;~~effect ●of ~~respond~~current toattempts ~~competitive~~at ~~and~~taxing ~~technological~~or ~~developments;~~regulating ●commerce ~~build~~over anthe ~~operations~~Internet. Any ~~structure~~legislation tothat ~~support~~substantially impairs the ~~Company~~growth ~~business;~~of ~~and~~e-commerce ●could ~~attract~~have a material adverse effect on the Company’s business, ~~retain~~financial condition and ~~motivate~~operating ~~qualified personnel~~results.

The Company cannot guarantee that it will succeed in achieving these goals, and its failure to do so would have a material adverse effect on its business, prospects, financial condition and operating results.20

~~The Company’s products and services are~~THE ~~new~~COMPANY ~~and~~MAY ~~are~~EXPERIENCE ~~only~~THE inADVERSE ~~early~~EFFECT ~~stages~~OF ofECONOMIC ~~commercialization~~DOWNTURN. The Company is not certain that these products and services will function as anticipated or be desirable to its intended market. Also, some of the Company’s products and services may have limited functionalities, which may limit their appeal to subscribers and consumers and put the Company at a competitive disadvantage. If the Company’s current or future products and services fail to function properly or if the Company does not achieve or sustain market acceptance, it could lose subscribers or could be subject to claims which could have a material adverse effect on the Company business, financial condition and operating results.

~~As is typical in a new and rapidly evolving~~In ~~industry,~~the ~~demand~~event ~~and market acceptance for recently introduced products and services are subject to a high level~~ of ~~uncertainty and~~an ~~risk.~~economic ~~Because~~downturn ~~the~~or ~~market~~change ~~for~~in ~~the~~consumer ~~Company is new and evolving~~patterns, ~~it is difficult to predict with any certainty~~ the ~~size~~Company’s ofbusiness ~~this market~~could ~~and~~be ~~its~~adversely ~~growth~~affected. ~~rate~~For example, if ~~any.~~the ~~The~~economy ~~Company~~declines, ~~cannot guarantee that a market for~~ the Company’s ~~will~~customers ~~develop~~could orexperience ~~that~~decreased ~~demand~~consumer ~~for Company services will emerge or be sustainable. If the market fails to develop~~activity, ~~develops~~which ~~more~~could ~~slowly than expected or becomes saturated~~lessen ~~with~~their ~~competitors,~~need ~~the~~for ~~Company’s~~a ~~business,~~third-party ~~financial~~information ~~condition~~management ~~and operating results would be materially adversely affected~~system.

~~MARKET~~THE COMPANY ~~ACCEPTANCE~~MAY ISBE ~~UNCERTAIN~~UNABLE TO RESPOND TO THE RAPID TECHNOLOGICAL CHANGE IN ITS INDUSTRY AND SUCH CHANGE MAY INCREASE COSTS AND COMPETITION THAT MAY ADVERSELY AFFECT ITS BUSINESS.

~~There~~Rapidly changing istechnologies, nofrequent ~~guarantee~~new ~~that~~product ~~products~~and ~~developed by~~service ~~the~~introductions ~~Company~~and ~~will~~evolving ~~become~~industry astandards ~~commercial~~characterize ~~success~~the Company’s market. ~~There~~The ~~can~~continued begrowth noof ~~assurance~~the ~~that~~Internet and intense competition in the Company’s ~~will~~industry ~~obtain~~exacerbate ~~any~~these ~~significant~~market ~~degree~~characteristics. ofThe ~~market~~Company’s ~~acceptance~~future ~~among~~success ~~customers.~~will ~~The~~depend ~~Company~~on ~~may~~its beability ~~required~~to adapt to ~~devote~~rapidly ~~substantial~~changing ~~resources~~technologies toby ~~educate~~continually improving the ~~market,~~performance ~~but~~features ~~it cannot~~and ~~sure~~reliability ~~you~~of ~~that~~its aproducts ~~sufficient~~and ~~number~~services. ofThe ~~customers~~Company ~~will~~may ~~use~~experience difficulties that could delay or prevent the ~~Company’s~~successful ~~products~~development, ~~for~~introduction aor ~~commercial~~marketing ~~success~~of toits beproducts ~~achieved~~and services. In addition, any new enhancements ~~The~~must ~~failure~~meet the requirements of ~~the~~its ~~Company’s~~current ~~products~~and toprospective ~~gain~~users and must achieve significant market acceptance. ~~would~~The ~~have~~Company acould also ~~material~~incur ~~adverse~~substantial ~~effect~~costs onif ~~the~~it ~~Company’s business,~~needs ~~financial~~to ~~condition~~modify its products and ~~results~~services ofor ~~operations~~infrastructures to adapt to these changes.

~~THE~~The Company ~~COMPANY~~also expects that new competitors may introduce products, systems or services that are directly or indirectly competitive with the Company. These competitors may succeed in developing, products, systems and services that have greater functionality or are less costly than the Company’Ss ~~BUSINESS~~products, ~~COULD~~systems BEand services, and may be more successful in marketing such products, ~~SHUT~~systems ~~DOWN~~and ORservices. ~~SEVERELY~~Technological ~~IMPACTED~~changes IFhave Alowered ~~DISASTER~~the ~~OCCURS~~cost of operating communications and computer systems and purchasing software. These changes reduce the Company’s cost of providing services but also facilitate increased competition by reducing competitors’ costs in providing similar services. This competition could increase price competition and reduce anticipated profit margins.

~~The Company’s future operations and services~~THE ~~depend on the extent to which the Company~~COMPANY’sS ~~computer~~SERVICES ~~equipment~~ARE ~~and~~NEW ~~the~~AND ~~telecommunications~~ITS ~~infrastructure~~INDUSTRY ofIS ~~the Company’s third-party network providers is protected against damage from fire, earthquakes, power loss, telecommunications failures, acts of terrorism, and similar events~~EVOLVING. If an earthquake or act of terrorism damages equipment at the Company’s network operations center, the Company may have no means of replacing this equipment on a timely basis or at all and the Company’s service would be shut down. The Company will not maintain fully redundant or back-up Internet services, backbone facilities or other fully redundant computing and telecommunications facilities. Furthermore, the Company does not currently have any business interruption insurance. Any prolonged disruption of the Company’s services due to system failure could result in user turnover, decreased revenues, or business failure.

24You should consider the Company’s prospects in light of the risks, uncertainties and difficulties frequently encountered by companies in their early stage of development, particularly companies in the rapidly evolving Internet market. To be successful in this market, the Company must, among other things:

WE● ~~MAY~~develop ~~INCUR~~and ~~SIGNIFICANT~~introduce ~~COSTS~~functional TOand ~~ENSURE COMPLIANCE~~attractive ~~WITH~~service ~~UNITED~~offerings; ~~STATES~~● ~~CORPORATE~~attract ~~GOVERNANCE~~and ~~AND~~maintain ~~ACCOUNTING~~a ~~REQUIREMENTS~~large base of subscribers and consumers; ● increase awareness of the Company brand and develop subscriber and consumer loyalty; ● establish and maintain strategic relationships with distribution partners and service and content providers; ● respond to competitive and technological developments; ● build an operations structure to support the Company business; and ● attract, retain and motivate qualified personnel.

~~We may incur significant costs associated with~~The ~~our~~Company ~~public~~cannot ~~company~~guarantee reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the U.S. Securities and Exchange Commission (the “SEC”). We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that ~~these applicable rules and regulations may make~~ it ~~more~~will ~~difficult~~succeed ~~and~~in ~~more~~achieving ~~expensive~~these ~~for~~goals, ~~us to obtain director~~ and ~~officer~~its ~~liability~~failure ~~insurance and we may be required~~ to ~~accept reduced~~do ~~policy~~so ~~limits~~would ~~and~~have ~~coverage or incur substantially higher costs to obtain the same or similar coverage. As~~ a ~~result,~~material itadverse ~~may~~effect ~~be more difficult for us to attract and retain qualified individuals to serve~~ on ~~our~~its ~~board~~business, ofprospects, ~~directors~~financial orcondition ~~as executive officers. We are currently evaluating~~ and ~~monitoring~~operating ~~developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs~~results.

~~WHILE~~The Company’s NOproducts ~~CURRENT~~and ~~LAWSUITS~~services ~~ARE~~are ~~FILED~~new ~~AGAINST~~and are only in early stages of commercialization. The Company is not certain that ~~THE~~these ~~COMPANY~~products and services will function as anticipated or be desirable to its intended market. Also, ~~THE~~some ~~POSSIBILITY~~of ~~EXISTS~~the ~~THAT~~Company’s products Aand ~~CLAIM~~services OFmay ~~SOME~~have ~~KIND~~limited ~~MAY~~functionalities, BEwhich ~~MADE~~may INlimit ~~THE~~their ~~FUTURE~~appeal to subscribers and consumers and put the Company at a competitive disadvantage. If the Company’s current or future products and services fail to function properly or if the Company does not achieve or sustain market acceptance, it could lose subscribers or could be subject to claims which could have a material adverse effect on the Company business, financial condition and operating results.

While no current lawsuits are filed against us, the possibility exists that a claim of some kind may be made in the future. While we will work to ensure high product and service quality and accuracy, no assurance can be given that some claims for damages will not arise. We currently carry product liability insurance. We cannot make any assurances that such insurance will completely cover any potential claims against the Company.21

WEAs is ~~DEPEND~~typical ONin ~~OUR~~a ~~KEY~~new ~~MANAGEMENT~~and ~~PERSONNEL~~rapidly evolving industry, demand and market acceptance for recently introduced products and services ~~AND~~are ~~THE~~subject ~~LOSS~~to OFa ~~THEIR~~high ~~SERVICES~~level ~~COULD~~of ~~ADVERSELY~~uncertainty ~~AFFECT~~and ~~OUR~~risk. ~~BUSINESS~~Because the market for the Company is new and evolving, it is difficult to predict with any certainty the size of this market and its growth rate, if any. The Company cannot guarantee that a market for the Company will develop or that demand for Company services will emerge or be sustainable. If the market fails to develop, develops more slowly than expected or becomes saturated with competitors, the Company’s business, financial condition and operating results would be materially adversely affected.

~~We place substantial reliance upon the efforts~~MARKET ~~and~~ACCEPTANCE ~~abilities~~IS ~~of our Chief Executive Officer and President, Thomas A~~UNCERTAIN. Nicolette and our other executive officer. Though no individual is indispensable, the loss of the services of any of these executive officers could have a material adverse effect on our business, operations, revenues or prospects. We do not maintain key man life insurance on the lives of these individuals.

~~THE~~There is ~~COMPANY’S~~no ~~FAILURE~~guarantee TOthat ~~CONTINUE~~products developed by the Company will become a commercial success. There can be no assurance that the Company TOwill ~~ATTRACT,~~obtain ~~TRAIN~~any significant degree of market acceptance among customers. The Company may be required to devote substantial resources to educate the market, ORbut ~~RETAIN~~it ~~HIGHLY~~cannot ~~QUALIFIED~~sure ~~PERSONNEL~~you ~~COULD~~that ~~HARM~~a ~~THE~~sufficient ~~COMPANY~~number of customers will use the Company’Ss ~~BUSINESS~~products for a commercial success to be achieved. The failure of the Company’s products to gain market acceptance would have a material adverse effect on the Company’s business, financial condition and results of operations.

~~The Company’s success also depends on~~THE ~~the Company~~COMPANY’sS ~~ability~~BUSINESS toCOULD ~~attract,~~BE ~~train,~~SHUT ~~and~~DOWN ~~retain~~OR ~~qualified~~SEVERELY ~~personnel,~~IMPACTED ~~specifically~~IF ~~those~~A ~~with~~DISASTER ~~management and product development skills~~OCCURS. In particular, the Company must hire additional skilled software engineers to further the Company’s research and development efforts. Competition for such personnel is intense, particularly in high-technology centers. If the Company does not succeed in attracting new personnel or retaining and motivating the Company’s current personnel, the Company’s business could be harmed.

25The Company’s future operations and services depend on the extent to which the Company’s computer equipment and the telecommunications infrastructure of the Company’s third-party network providers is protected against damage from fire, earthquakes, power loss, telecommunications failures, acts of terrorism, and similar events. If an earthquake or act of terrorism damages equipment at the Company’s network operations center, the Company may have no means of replacing this equipment on a timely basis or at all and the Company’s service would be shut down. The Company will not maintain fully redundant or back-up Internet services, backbone facilities or other fully redundant computing and telecommunications facilities. Furthermore, the Company does not currently have any business interruption insurance. Any prolonged disruption of the Company’s services due to system failure could result in user turnover, decreased revenues, or business failure.

IF WE ~~FAIL TO ESTABLISH AND MAINTAIN~~ ~~AN EFFECTIVE SYSTEM OF INTERNAL CONTROL, WE~~ MAY ~~NOT~~INCUR BESIGNIFICANT ~~ABLE~~COSTS TO ~~REPORT~~ENSURE ~~OUR~~COMPLIANCE ~~FINANCIAL~~WITH ~~RESULTS~~UNITED ~~ACCURATELY~~STATES ORCORPORATE TOGOVERNANCE ~~PREVENT FRAUD. ANY INABILITY TO REPORT~~ AND ~~FILE~~ACCOUNTING ~~OUR FINANCIAL RESULTS ACCURATELY AND TIMELY COULD HARM OUR REPUTATION AND ADVERSELY IMPACT THE TRADING PRICE OF OUR COMMON STOCK~~REQUIREMENTS.

~~Effective~~We may ~~internal~~incur ~~control~~significant iscosts ~~necessary~~associated ~~for~~with our public company reporting requirements, costs associated with newly applicable uscorporate togovernance ~~provide~~requirements, ~~reliable~~including ~~financial~~requirements ~~reports~~under the Sarbanes-Oxley Act of 2002 and ~~prevent~~other ~~fraud~~rules implemented by the U.S. IfSecurities weand ~~cannot~~Exchange ~~provide~~Commission ~~reliable~~(the ~~financial~~“SEC”). ~~reports~~We orexpect ~~prevent~~all ~~fraud,~~of ~~we may~~these ~~not~~applicable berules ~~able~~and regulations to significantly ~~manage~~increase our ~~business~~legal asand ~~effectively~~financial ascompliance wecosts ~~would~~and ifto anmake ~~effective~~some ~~control~~activities ~~environment~~more ~~existed,~~time consuming and ~~our~~costly. ~~business~~We ~~and~~also ~~reputation~~expect ~~with~~that ~~investors~~these ~~may~~applicable berules ~~harmed.~~and Asregulations amay ~~result,~~make ~~our~~it ~~small~~more ~~size~~difficult and ~~any~~more ~~current~~expensive ~~internal~~for ~~control~~us ~~deficiencies~~to ~~may~~obtain ~~adversely~~director ~~affect~~and ~~our~~officer ~~financial~~liability ~~condition,~~insurance ~~results~~and ofwe ~~operation~~may ~~and~~be ~~access~~required to ~~capital.~~accept Wereduced ~~currently~~policy ~~have~~limits ~~insufficient~~and ~~written~~coverage ~~policies~~or ~~and~~incur substantially higher ~~procedures~~costs ~~for~~to ~~accounting~~obtain ~~and~~the ~~financial~~same ~~reporting~~or ~~with~~similar ~~respect~~coverage. toAs ~~the~~a ~~requirements~~result, ~~and~~it ~~application~~may ofbe USmore ~~GAAP~~difficult for us to attract and ~~SEC~~retain ~~disclosure~~qualified individuals ~~requirements.~~to ~~Additionally,~~serve ~~there~~on isour aboard ~~lack~~ of ~~formal~~directors ~~process~~or ~~and~~as ~~timeline~~executive ~~for~~officers. ~~closing~~We ~~the~~are ~~books~~currently evaluating and ~~records~~monitoring atdevelopments ~~the~~with ~~end~~respect to ofthese ~~each reporting~~newly ~~period~~applicable rules, and ~~such~~we ~~weaknesses~~cannot ~~restrict~~predict ~~the~~or ~~Company’s~~estimate ~~ability~~the toamount ~~timely~~of ~~gather,~~additional ~~analyze~~costs ~~and~~we ~~report~~may ~~information~~incur ~~relative to~~or the ~~financial~~timing ~~statements~~of such costs.

~~Because of the Company’s limited resources,~~WHILE ~~there~~NO ~~are~~CURRENT ~~limited~~LAWSUITS ~~controls~~ARE ~~over~~FILED ~~information~~AGAINST ~~processing.~~THE There is inadequate segregation of duties consistent with control objectives. Our Company’s management is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation we would need to hire additional staff. CurrentlyCOMPANY, ~~the~~THE ~~Company~~POSSIBILITY isEXISTS ~~unable~~THAT ~~to hire~~A ~~additional~~CLAIM ~~staff~~OF toSOME ~~facilitate~~KIND ~~greater~~MAY ~~segregation~~BE ofMADE ~~duties~~IN ~~but~~THE ~~will reassess its capabilities after completion of the Offering~~FUTURE.

~~RISKS~~While no ~~RELATED~~current TOlawsuits ~~OUR~~are ~~COMMON~~filed against us, the possibility exists that a claim of some kind may be made in the future. While we ~~STOCK~~will work to ensure high product and service quality and accuracy, no assurance can be given that some claims for damages will not arise. We currently carry product liability insurance. We cannot make any assurances that such insurance will completely cover any potential claims against the Company.

~~OUR SHARES OF COMMON STOCK HAVE NO TRADING AND THERE CAN BE NO ASSURANCE THAT THERE WILL BE AN ACTIVE MARKET FOR OUR SHARES OF COMMON STOCK EITHER NOW OR IN THE FUTURE.~~22

~~Our shares of common stock have not been publicly~~WE ~~traded,~~DEPEND ~~and~~ON ~~the~~OUR ~~price~~KEY ifMANAGEMENT ~~traded~~PERSONNEL ~~may~~AND ~~not~~THE ~~reflect~~LOSS ~~our~~OF ~~value.~~THEIR ~~There~~SERVICES ~~can~~COULD beADVERSELY noAFFECT ~~assurance~~OUR ~~that there will be an active market for our shares of common stock either now or in the future~~BUSINESS. The market liquidity will be dependent on the perception of our operating business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. If a more active market should develop, the price may be highly volatile. Because there may be a low price for our shares of common stock, many brokerage firms may not be willing to effect transactions in the securities. Even if an investor finds a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of such shares of common stock as collateral for any loans.

~~THE~~We place ~~SECURITIES~~substantial ~~LAWS~~reliance ~~MAY~~upon ~~RESTRICT~~the ~~THE~~efforts and abilities of our Chief Executive Officer and President, Thomas A. Nicolette and ~~TRANSFERABILITY~~our OFother ~~THE~~executive ~~SECURITIES~~officer. ~~BEING~~Though ~~ISSUED~~no individual is indispensable, the loss of the services of any of these executive officers could have a material adverse effect on our business, operations, revenues or prospects. We do not maintain key man life insurance on the lives of these individuals.

~~The shares of common stock have~~THE ~~not been registered under the Securities Act or registered or qualified under any state or foreign securities laws. Such securities are being issued based upon the Company~~COMPANY’sS ~~reliance~~FAILURE ~~upon~~TO anCONTINUE ~~exemption~~TO ~~from registration under the Securities Act for an offer and sale of securities that does not involve a public offering. Unless such securities are so registered~~ATTRACT, ~~they may not be offered or sold except pursuant to an exemption from~~TRAIN, orOR inRETAIN aHIGHLY ~~transaction~~QUALIFIED ~~not~~PERSONNEL ~~subject~~COULD ~~to,~~HARM ~~the~~THE ~~registration~~COMPANY’S ~~requirements of the Securities Act and applicable state or foreign securities laws~~BUSINESS. Investors subscribing for shares will first be required to make representations and covenants concerning these transfer restrictions which are necessary to satisfy the requirements of the exemption from registration being relied upon by the Company for the issuance of the common stock. The certificates representing shares of the common stock will bear a legend indicating that they are so restricted.

26The Company’s success also depends on the Company’s ability to attract, train, and retain qualified personnel, specifically those with management and product development skills. In particular, the Company must hire additional skilled software engineers to further the Company’s research and development efforts. Competition for such personnel is intense, particularly in high-technology centers. If the Company does not succeed in attracting new personnel or retaining and motivating the Company’s current personnel, the Company’s business could be harmed.

~~Holders~~IF WE ofFAIL ~~our~~TO ~~common~~ESTABLISH ~~stock~~AND ~~will~~MAINTAIN ~~only be~~AN ~~able~~EFFECTIVE toSYSTEM ~~resell~~OF ~~their~~INTERNAL ~~securities~~CONTROL, ~~pursuant~~WE toMAY anNOT ~~effective~~BE ~~registration~~ABLE ~~statement~~TO orREPORT ~~through~~OUR anFINANCIAL ~~exemption from federal and state~~RESULTS ~~registration~~ACCURATELY orOR ~~qualification~~TO ~~requirements.~~PREVENT ~~There can be no assurance that an exemption will be available when an investor desires to liquidate~~FRAUD. ~~Accordingly,~~ANY ~~purchasers~~INABILITY ofTO ~~the~~REPORT ~~securities~~AND inFILE ~~this~~OUR ~~Offering~~FINANCIAL ~~must~~RESULTS beACCURATELY ~~prepared~~AND toTIMELY ~~bear~~COULD ~~the~~HARM ~~economic~~OUR ~~risks of investment~~REPUTATION ~~for~~AND anADVERSELY ~~indefinite~~IMPACT ~~period~~THE ofTRADING ~~time~~PRICE ~~since~~OF ~~the~~OUR ~~securities~~COMMON ~~cannot be resold unless they are subsequently registered or an exemption from resale is available~~STOCK.

WEEffective internal ~~MAY~~control BEis ~~SUBJECT~~necessary TOfor ~~PENNY~~us ~~STOCK~~to ~~RULES~~provide reliable financial reports and prevent fraud. If we cannot provide reliable financial ~~WHICH~~reports ~~WILL~~or ~~MAKE~~prevent ~~THE~~fraud, ~~SHARES~~we OFmay ~~OUR~~not ~~COMMON~~be ~~STOCK~~able ~~MORE~~to ~~DIFFICULT~~manage TOour ~~SELL~~business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital. We currently have insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. Additionally, there is a lack of formal process and timeline for closing the books and records at the end of each reporting period and such weaknesses restrict the Company’s ability to timely gather, analyze and report information relative to the financial statements.

WeBecause of ~~may be subject now and in~~ the ~~future to the SEC~~Company’s ~~“penny~~limited ~~stock”~~resources, ~~rules~~there ifare ~~our~~limited ~~shares~~controls ~~common~~over ~~stock~~information ~~sell below $5~~processing.00 ~~per~~There ~~share.~~is ~~Penny~~inadequate ~~stocks generally are~~segregation ~~equity~~of ~~securities~~duties consistent with acontrol ~~price of less than $5~~objectives.~~00.~~ ~~The~~Our ~~penny~~Company’s ~~stock~~management ~~rules~~is ~~require~~composed ~~broker-dealers~~of ~~to deliver~~ a ~~standardized~~small ~~risk disclosure~~number ~~document prepared by the SEC which provides information about penny stocks and the nature and level~~ of ~~risks~~individuals resulting in ~~the penny~~a ~~stock~~situation ~~market.~~where ~~The~~limitations ~~broker-dealer~~on ~~must~~segregation ~~also provide the customer with current bid and offer quotations for the penny stock, the compensation~~ of ~~the~~duties ~~broker-~~exist. ~~dealer~~In ~~and~~order ~~its~~to ~~salesperson,~~remedy ~~and~~this ~~monthly~~situation ~~account~~we ~~statements~~would ~~showing~~need ~~the~~to ~~market~~hire ~~value of each penny~~additional ~~stock held in the customer’s account~~staff. ~~The bid and offer quotations~~Currently, ~~and~~ the ~~broker-dealer~~Company ~~and~~is ~~salesperson~~unable ~~compensation information must be given~~ to ~~the~~hire ~~customer~~additional ~~orally~~staff ~~or in writing prior~~ to ~~completing~~facilitate ~~the~~greater ~~transaction~~segregation ~~and~~of ~~must~~duties bebut ~~given~~will toreassess its ~~the~~capabilities ~~customer~~after incompletion ~~writing before~~of ~~or with~~ the ~~customer’s confirmation~~Offering.

~~In addition, the penny stock rules require~~RISKS ~~that~~RELATED ~~prior~~TO toOUR aCOMMON transaction the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.STOCK

OUR SHARES OF ~~OUR~~COMMON ~~CURRENTLY~~STOCK ~~ISSUED~~HAVE ~~AND~~NO ~~OUTSTANDING STOCK~~TRADING ~~MAY~~AND ~~BECOME~~THERE ~~FREELY~~CAN ~~TRADABLE~~BE ~~PURSUANT~~NO TOASSURANCE ~~RULE~~THAT ~~144~~THERE ~~AND~~WILL ~~MAY~~BE ~~DILUTE~~AN ~~THE~~ACTIVE MARKET FOR ~~YOUR~~OUR SHARES ~~AND~~OF ~~HAVE~~COMMON STOCK AEITHER ~~DEPRESSIVE~~NOW ~~EFFECT~~OR ~~ON THE~~IN ~~PRICE OF~~ THE ~~SHARES OF OUR COMMON STOCK~~FUTURE.

~~A substantial majority of our outstanding~~Our shares of common stock ~~are~~have ~~“restricted~~not ~~securities”~~been ~~within~~publicly traded, and the ~~meaning~~price ofif ~~Rule~~traded ~~144~~may ~~under~~not ~~the~~reflect ~~Securities~~our ~~Act~~value. AsThere ~~restricted shares,~~can ~~these shares may~~ be ~~resold~~no ~~only~~assurance that ~~pursuant~~there towill be an ~~effective~~active ~~registration~~market ~~statement~~for orour ~~under~~shares ~~the~~of ~~requirements~~common ofstock ~~Rule~~either ~~144~~now or ~~other~~ ~~applicable~~in ~~exemptions~~the ~~from~~future. ~~registration~~The ~~under~~market ~~the~~liquidity ~~Act~~will ~~and~~be asdependent on ~~required~~the ~~under~~perception ~~applicable~~of ~~state~~our ~~securities~~operating ~~laws.~~business ~~Rule~~and ~~144~~any ~~provides in~~steps ~~essence~~ that anour ~~Affiliate~~management ~~(as~~might ~~such~~take ~~term~~to isbring ~~defined~~us into ~~Rule~~the ~~144(a)(1))~~awareness of aninvestors. There ~~issuer~~can ~~who~~be ~~has~~no ~~held~~assurance ~~restricted~~given ~~securities~~that ~~for~~there ~~a period~~will ofbe atany ~~least~~awareness ~~six~~generated. ~~months~~Consequently, ~~(one~~investors ~~year~~may ~~after~~not ~~filing~~be ~~Form~~able 10to ~~information~~liquidate their ~~with~~investment ~~the~~or ~~SEC~~liquidate ~~for~~it ~~shell~~at ~~companies~~a ~~and~~price ~~former~~that ~~shell~~reflects ~~companies, such~~the asvalue ~~Pubco)~~of ~~may,~~the ~~under~~business. ~~certain~~If ~~conditions,~~a ~~sell~~more ~~every~~active ~~three~~market ~~months,~~should ~~in brokerage transactions~~develop, athe price ~~number~~may ofbe ~~shares~~highly ~~that~~volatile. ~~does not~~Because ~~exceed~~there ~~the~~may ~~greater~~be ofa 1%low ofprice afor ~~company’s~~our ~~outstanding~~ shares of common stock, ormany ~~the~~brokerage ~~average~~firms ~~weekly~~may ~~trading~~not ~~volume during~~be ~~the~~willing ~~four~~to ~~calendar~~effect ~~weeks~~transactions ~~prior~~in to the ~~sale~~securities. ~~(the~~Even ~~four~~if ~~calendar~~an ~~week~~investor ~~rule~~finds ~~does~~a ~~not~~broker ~~apply~~willing to ~~companies~~effect ~~quoted~~a ontransaction in the ~~OTC Bulletin Board).~~shares ~~Rule~~of ~~144~~our ~~also~~common ~~permits~~stock, ~~under certain circumstances,~~ the ~~sale~~combination of ~~securities~~brokerage commissions, ~~without~~transfer ~~any~~fees, ~~limitation~~taxes, byif aany, ~~person who is not an Affiliate of the Company~~ and ~~who has satisfied a one- year holding period. A sale under Rule 144 or under~~ any other ~~exemption~~selling ~~from~~costs ~~the~~may ~~Act,~~exceed ifthe ~~available,~~selling orprice. ~~pursuant to subsequent registrations of our shares of common stock~~Further, ~~may~~many ~~have~~lending ainstitutions ~~depressive~~will ~~effect~~not ~~upon~~permit the ~~price~~ use of ~~our~~such shares of common stock inas collateral for any ~~active market that may develop~~loans.

~~YOU WILL EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK.~~23

~~In the future, we may issue our authorized~~THE ~~but~~SECURITIES ~~previously~~LAWS ~~unissued~~MAY ~~equity~~RESTRICT ~~securities,~~THE ~~resulting~~TRANSFERABILITY inOF ~~the~~THE ~~dilution~~SECURITIES ofBEING ~~the ownership interests of our present stockholders~~ISSUED. We are currently authorized to issue an aggregate of 75,000,000 shares of capital stock consisting of 65,000,000 shares of common stock, par value $0.001 and 10,000,000 shares of blank check preferred stock, par value $0.001.

27The shares of common stock have not been registered under the Securities Act or registered or qualified under any state or foreign securities laws. Such securities are being issued based upon the Company’s reliance upon an exemption from registration under the Securities Act for an offer and sale of securities that does not involve a public offering. Unless such securities are so registered, they may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or foreign securities laws. Investors subscribing for shares will first be required to make representations and covenants concerning these transfer restrictions which are necessary to satisfy the requirements of the exemption from registration being relied upon by the Company for the issuance of the common stock. The certificates representing shares of the common stock will bear a legend indicating that they are so restricted.

~~We may also issue additional shares~~ Holders of our ~~common~~ ~~stock or other securities that are convertible into or exercisable for~~ common stock inwill ~~connection~~only ~~with~~be ~~hiring~~able orto ~~retaining employees~~resell ortheir ~~consultants,~~securities ~~future~~pursuant ~~acquisitions,~~to ~~future~~an ~~sales~~effective ofregistration ~~our~~statement ~~securities for capital raising purposes,~~ or ~~for~~through ~~other business~~an ~~purposes.~~exemption ~~The~~from ~~future~~federal ~~issuance~~and ofstate ~~any~~registration ~~such additional shares of our common stock~~ or ~~other~~qualification ~~securities may create downward pressure on the trading price of our common stock~~requirements. There can be no assurance that wean ~~will~~exemption ~~not~~ will be ~~required~~available towhen ~~issue~~an ~~additional~~investor ~~shares,~~desires ~~warrants or~~to ~~other~~liquidate. ~~convertible~~Accordingly, ~~securities~~purchasers inof the ~~future~~securities in ~~conjunction~~this ~~with~~Offering ~~hiring~~must orbe ~~retaining~~prepared to ~~employees~~bear orthe ~~consultants,~~economic ~~future~~risks ~~acquisitions, future sales~~ of ~~our~~investment ~~securities~~ for ~~capital~~an ~~raising~~indefinite ~~purposes~~period orof ~~for~~time ~~other~~since ~~business~~the ~~purposes,~~securities ~~including~~cannot atbe aresold ~~price~~unless ~~(or~~they ~~exercise prices)~~are ~~below~~subsequently ~~the~~registered ~~price~~or atan ~~which~~exemption ~~shares~~from ofresale ~~our~~is ~~common stock are trading~~available.

WE MAY DOBE ~~NOT~~SUBJECT ~~EXPECT~~ TO ~~PAY~~PENNY ~~DIVIDENDS~~STOCK ~~AND INVESTORS~~RULES ~~SHOULD~~WHICH ~~NOT~~WILL ~~BUY~~MAKE THE SHARES OF OUR COMMON STOCK ~~EXPECTING~~MORE DIFFICULT TO ~~RECEIVE DIVIDENDS~~SELL.

We may ~~have~~be ~~not~~subject ~~paid~~now ~~any~~and ~~dividends~~in onthe future to the SEC’s “penny stock” rules if our shares common stock insell ~~the~~below $5.00 ~~past,~~per ~~and~~share. doPenny ~~not~~stocks ~~anticipate~~generally ~~that~~are weequity ~~will~~securities ~~declare~~with ora ~~pay~~price ~~any~~of ~~dividends~~less inthan ~~the~~$5.00. ~~foreseeable~~The ~~future.~~penny ~~Consequently,~~stock ~~investors~~rules require broker-dealers ~~will~~to ~~only~~deliver ~~realize~~a anstandardized ~~economic~~risk ~~gain~~disclosure ondocument ~~their~~prepared ~~investment~~by inthe ~~our~~SEC ~~common~~which ~~stock~~provides ifinformation about penny stocks and the ~~price~~nature and ~~appreciates.~~level ~~Investors~~of ~~should~~risks ~~not~~in ~~purchase our~~the ~~common~~penny stock ~~expecting~~market. toThe ~~receive~~broker-dealer ~~cash~~must ~~dividends.~~also ~~Because~~provide wethe docustomer ~~not~~with ~~pay~~current ~~dividends,~~bid and ~~there~~offer ~~may~~quotations for bethe ~~limited~~penny ~~trading~~stock, ~~investors may~~the ~~not~~compensation ~~have~~of ~~any~~the ~~manner~~broker- todealer ~~liquidate~~and orits ~~receive~~salesperson, ~~any~~and ~~payment~~monthly onaccount ~~their~~statements ~~investment.~~showing ~~Therefore,~~the ~~our~~market value ~~failure~~of toeach ~~pay~~penny ~~dividends~~stock ~~may~~held ~~cause investors~~in tothe ~~not~~customer’s ~~see~~account. ~~any~~The ~~return~~bid onand ~~investment~~offer ~~even~~quotations, ifand wethe ~~are~~broker-dealer ~~successful~~and insalesperson compensation ~~our~~information ~~business~~must ~~operations.~~be Ingiven ~~addition,~~to ~~because~~the wecustomer ~~do not~~orally ~~pay~~or ~~dividends~~in wewriting ~~may~~prior ~~have~~to ~~trouble~~completing ~~raising~~the ~~additional~~transaction ~~funds,~~and ~~which~~must ~~could~~be ~~affect~~given to ~~our~~the ~~ability~~customer toin ~~expand~~writing ~~our~~before ~~business~~or ~~operations~~with the customer’s confirmation.

WEIn addition, ~~MAY~~the ~~HAVE~~penny ~~SOLD~~stock ~~SECURITIES~~rules INrequire ~~VIOLATION~~that OFprior to a transaction the broker dealer must make a special written determination ~~APPLICABLE~~that ~~SECURITIES~~the ~~LAWS,~~penny ~~WHICH~~stock ~~COULD~~is ~~GIVE~~a ~~PURCHASERS~~suitable OFinvestment ~~OUR~~for ~~SECURITIES~~the ~~THE~~purchaser ~~RIGHT~~and TOreceive ~~SEEK~~the ~~REFUNDS~~purchaser’s ORwritten ~~DAMAGES~~agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common stock are subject to the penny stock rules, ~~WHICH~~the ~~COULD~~holders ~~REDUCE~~of such shares of common ~~THE~~stock ~~PROCEEDS~~may ~~AVAILABLE~~find ~~FROM~~it ~~OUR~~more ~~OFFERING~~difficult to sell their securities.

~~In issuing securities in our~~SHARES ~~offering,~~OF weOUR ~~relied~~CURRENTLY ~~upon~~ISSUED ~~certain~~AND ~~provisions~~OUTSTANDING ofSTOCK ~~federal~~MAY ~~and~~BECOME ~~state~~FREELY ~~securities~~TRADABLE ~~laws~~PURSUANT ~~which~~TO ~~provide~~RULE ~~“private~~144 ~~placement~~AND ~~exemptions” from~~MAY ~~the~~DILUTE ~~registration~~THE ~~requirements~~MARKET ofFOR ~~the securities laws. Because we may not have complied with all of the applicable exemption~~YOUR ~~requirements,~~SHARES ~~certain~~AND ~~investors~~HAVE ~~who~~A ~~acquired~~DEPRESSIVE ~~our~~EFFECT ~~securities~~ON ~~may~~THE ~~have~~PRICE aOF ~~right~~THE toSHARES ~~obtain~~OF aOUR ~~recovery~~COMMON ~~of the consideration paid in connection with their purchase of our securities~~STOCK. ~~In addition, we could be subject to additional liabilities if state or federal authorities were to assert violations of the securities laws against us.~~

~~Item~~A substantial 1Bmajority of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act. ~~Unresolved~~As ~~Staff~~restricted ~~Comments~~shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that an Affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year after filing Form 10 information with the SEC for shell companies and former shell companies, such as Pubco) may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volume during the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Bulletin Board). Rule 144 also permits, under certain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a one- year holding period. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registrations of our shares of common stock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.

~~Not applicable.~~24

28YOU WILL EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK.

~~Item~~In the 2future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. ~~Properties~~We are currently authorized to issue an aggregate of 75,000,000 shares of capital stock consisting of 65,000,000 shares of common stock, par value $0.001 and 10,000,000 shares of blank check preferred stock, par value $0.001.

We may ~~currently~~also ~~lease~~issue ~~commercial~~additional ~~office~~shares ~~space~~of our common stock or other securities that are convertible into or exercisable for common stock ~~located~~in atconnection ~~650~~with ~~First~~hiring ~~Avenue,~~or ~~Third~~retaining ~~Floor~~employees or consultants, ~~New~~future ~~York~~acquisitions, ~~New~~future ~~York~~sales ~~10016~~of our securities for $3capital raising purposes,~~855~~ ~~per~~or ~~month~~for other business purposes. The ~~Company~~future ~~entered~~issuance ~~into~~of any such additional shares of our common stock or other securities may create downward pressure on the ~~lease~~trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining ~~July~~employees ~~2014~~or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes, including at a ~~term~~price of(or 5exercise ~~years~~prices) ~~with~~below the ~~option~~price toat ~~renew~~which shares of our common stock are trading.

~~Item~~WE DO 3.NOT ~~Legal~~EXPECT ~~Proceedings~~TO PAY DIVIDENDS AND INVESTORS SHOULD NOT BUY OUR COMMON STOCK EXPECTING TO RECEIVE DIVIDENDS.

We have ~~are~~ not ~~currently~~paid ~~involved~~any individends ~~any~~on ~~litigation that~~our wecommon ~~believe~~stock ~~could~~in ~~have~~the apast, ~~materially~~and ~~adverse~~do ~~effect~~not onanticipate ~~our~~that ~~financial~~we ~~condition~~will declare or ~~results~~pay ofany ~~operations.~~dividends ~~There~~in the isforeseeable nofuture. ~~action~~Consequently, ~~suit,~~ ~~proceeding,~~investors ~~inquiry~~will oronly ~~investigation~~realize ~~before~~an oreconomic bygain ~~any~~on ~~court,~~their ~~public~~investment ~~board,~~in ~~government~~our ~~agency,~~common ~~self-regulatory~~stock ~~organization~~if orthe ~~body~~price ~~pending~~appreciates. ~~or,~~Investors toshould ~~the~~not ~~knowledge~~purchase ofour ~~the~~common ~~executive~~stock ~~officers~~expecting ofto ~~our~~receive ~~Company~~cash ordividends. ~~any~~Because ofwe ~~our~~do ~~subsidiaries~~not pay dividends, ~~threatened~~and ~~against~~there ~~or affecting~~may ~~our~~be ~~Company~~limited trading, ~~our~~investors ~~common~~may ~~stock,~~not have any ofmanner ~~our~~to ~~subsidiaries~~liquidate or ofreceive ~~our~~any ~~Company’s~~payment oron their investment. Therefore, our ~~Company’s~~failure ~~subsidiaries’ officers~~to orpay ~~directors~~dividends may cause investors to not see any return on investment even if we are successful in ~~their~~our business ~~capacities~~operations. asIn ~~such~~addition, inbecause ~~which~~we ando ~~adverse~~not ~~decision~~pay ~~could~~dividends we may have atrouble ~~material~~raising ~~adverse~~additional ~~effect~~funds, which could affect our ability to expand our business operations.

~~Item~~WE MAY 4.HAVE ~~Mine~~SOLD ~~Safety~~SECURITIES ~~Disclosures~~IN VIOLATION OF APPLICABLE SECURITIES LAWS, WHICH COULD GIVE PURCHASERS OF OUR SECURITIES THE RIGHT TO SEEK REFUNDS OR DAMAGES, WHICH COULD REDUCE THE PROCEEDS AVAILABLE FROM OUR OFFERING.

~~Not~~In issuing securities in our offering, we relied upon certain provisions of federal and state securities laws which provide “private placement exemptions” from the registration requirements of the securities laws. Because we may not have complied with all of the applicable exemption requirements, certain investors who acquired our securities may have a right to obtain a recovery of the consideration paid in connection with their purchase of our securities. In addition, we could be subject to additional liabilities if state or federal authorities were to assert violations of the securities laws against us.

~~PART~~Item 1B. IIUnresolved Staff Comments.

~~Item 5~~Not applicable. ~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.~~

~~(a)~~Item 2. ~~Market Information~~Properties.

~~Our~~We currently ~~shares~~lease ofcommercial ~~common~~office ~~stock~~space ~~are~~located ~~currently~~at ~~quoted on~~650 ~~the~~First ~~OTC~~Avenue, ~~Markets~~Third ~~under~~Floor, ~~the~~New ~~symbol~~York, ~~“NEMD”.~~New AtYork ~~this~~10016 ~~time~~for ~~our~~$3,855 ~~shares~~per ofmonth. The ~~common~~Company ~~stock~~entered dointo ~~not~~the ~~trade.~~lease Wein ~~expect trading~~July to2014 ~~commence~~for ina ~~the~~term ~~second~~of ~~quarter~~5 ofyears ~~2015~~with the option to renew.

~~(b)~~Item 3. ~~Holders~~Legal Proceedings.

AsThe Company and its board of directors are currently involved in litigation against Michael E. Makover, M.D. (“Makover”). On April 1530, 2015, Makover filed a ~~total~~class action complaint in the Court of 48Chancery of the State of Delaware alleging claims including breaches of fiduciary duties. On October 29,~~014~~ 2015,~~424~~ by agreement of the parties, the class action complaint was withdrawn and a first amended verified complaint was filed in the Court of Chancery of the State of Delaware with Makover as the sole plaintiff. On August 22, 2016 the Company and Makover participated in a meditation which resulted in an agreement which would provide for the issuance of 2,500,000 shares of the Company’s common stock ~~are~~to ~~currently~~Makover ~~outstanding~~and ~~held~~a payment of $100,000 by ~~210~~the ~~shareholders~~Company ofto ~~record~~Makover. The stock issuance and payment are contingent upon the Company securing additional financing.

~~(c)~~Except as ~~Dividends~~disclosed above, we are not currently involved in any litigation that we believe could have a materially 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 Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

~~We have not declared or paid any dividends~~Item ~~on our common stock and intend to retain any future earnings to fund the development and growth of our business~~4. ~~Therefore,~~Mine ~~we do~~Safety ~~not anticipate paying dividends on our common stock for the foreseeable future~~Disclosures. ~~There are no restrictions on our present ability to pay dividends to stockholders of our common stock, other than those prescribed by Nevada law.~~

~~(d) Securities Authorized for Issuance~~Not ~~under Equity Compensation Plans~~applicable.

~~At this time, the Company does not have an equity compensation plan.~~25

~~Rule 10B-18 Transactions~~PART II

~~During~~Item 5. ~~the~~Market ~~year~~for ~~ended~~Registrant’s ~~December~~Common 31Equity, ~~2014,~~Related ~~there were~~Stockholder noMatters ~~repurchases~~and ofIssuer ~~the~~Purchases ~~Company’s~~of ~~common~~Equity ~~stock by the Company~~Securities.

~~Recent~~(a) Market ~~Sales of Unregistered Securities~~Information

~~During~~Our shares ~~the~~of ~~year~~common ~~ended~~stock ~~December~~are ~~31,~~currently ~~2014,~~quoted ~~we have~~on ~~not~~the ~~issued~~OTC ~~any~~Markets ~~securities which were not registered~~ under the ~~Securities~~symbol ~~Act~~“NEMD”. ~~and~~At ~~not~~this ~~previously~~time ~~disclosed~~our inshares ~~the Company’s~~of ~~Quarterly~~common ~~Reports~~stock ontrade ~~Form 10-Q or Current Reports~~ on ~~Form~~a ~~8-K~~limited basis.

29(b) Holders

~~Item~~As of 6.November ~~Selected~~15, ~~Financial~~2016, ~~Data~~a total of 52,638,824 shares of the Company’s common stock are currently outstanding held by 220 shareholders of record.

~~Not applicable.~~(c) Dividends

~~Item~~We have 7.not ~~Management’s~~declared ~~Discussion~~or paid any dividends on our common stock and ~~Analysis~~intend ofto ~~Financial~~retain ~~Condition~~any future earnings to fund the development and growth ~~Results~~of our business. Therefore, we do not anticipate paying dividends on our common stock for the foreseeable future. There are no restrictions on our present ability to pay dividends to stockholders of ~~Operations~~our common stock, other than those prescribed by Nevada law.

~~This annual report on Form 10-K and other reports filed by iNeedMD Holdings, Inc.~~ (~~the “Company”~~d) ~~from time to time with the SEC (collectively, the “Filings”)~~ ~~contain~~Securities orAuthorized ~~may~~for ~~contain~~Issuance ~~forward-looking~~under ~~statements~~Equity ~~and~~Compensation information that are 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 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 relating to the Company’s business, industry, and the Company’s operations and results of operations. 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.Plans

~~Although the Company believes that the expectations~~At ~~reflected~~this ~~in the forward-looking statements are reasonable~~time, 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~~ tohave ~~update~~an ~~any~~equity ofcompensation ~~the forward-looking statements to conform these statements to actual results~~plan.

~~Our financial statements are prepared in~~Rule ~~accordance~~10B-18 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 financial statements and notes thereto appearing elsewhere in this report.Transactions

~~Overview~~During the year ended December 31, 2015, there were no repurchases of the Company’s common stock by the Company.

~~We intend~~Recent ~~for~~Sales ~~this discussion~~of toUnregistered provide information that will assist in understanding our financial statements, the changes in certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements.Securities

~~Business~~On January 27, 2014, the Company issued 50 common shares to an investor in a private ~~Overview~~placement at $1,000 per share for total proceeds of $50,000.

~~iNeedMD Holdings,~~On ~~Inc. (formerly~~March ~~Clutterbug~~6, ~~Move Management~~2014, ~~Inc.)~~the ~~was~~Company ~~incorporated~~issued on400 ~~February~~common 1,shares ~~2012, under~~to ~~the laws~~an ~~of the~~investor ~~State of~~in ~~Nevada. The Company is~~ a ~~medical~~ ~~device company~~private ~~that~~placement ~~has developed~~at a$1,000 ~~disposable device~~per ~~used in~~share ~~the diagnosis,~~for ~~prevention, and~~total ~~monitoring~~ proceeds of ~~cardiovascular disease~~$400,000.

30On April 20, 2014, the Company issued 33,891,703 shares of common stock to investors and consultants. The shares were valued at $1.00 per share.

~~Results~~On November 20, 2012, the Company entered into two Note Purchase Agreements whereby the investors acquired $200,000 of ~~Operations~~convertible promissory notes for an aggregate purchase price of $200,000 in a private placement. The Notes are secured by all of the assets of the Company. The Notes bear interest at 9.5% per annum and mature three years from the date of issuance. Accrued interest on the Notes as of December 31, 2015 and 2014 was $59,186 and $40,186, respectively. On June 20, 2014, these investors received 100,000 shares of common stock as part of the consideration in such Note Purchase Agreement.

~~Summary of~~Between ~~Statements~~June and August 2014, the Company sold 8,400,000 shares of ~~Operations~~common stock to investors in exchange for $8,400,000 in gross proceeds in connection with the private placement of the ~~Years~~Company’s ~~Ended~~stock. In addition, 840,000 five year warrants with an exercise price of $1.00 were issued to ~~December~~the 31placement agent. The Company valued the warrants at $664,869 ~~2014~~on ~~and~~the commitment date using a Black-Scholes-Merton option pricing ~~2013:~~model.

	For the Years Ended
	December 31, 2014		December 31, 2013
Revenue	$	910	$	7,539
Gross profit		604		1,659
Compensation*		35,038,488		64,761,772
Consulting fees		1,015,522		297,258
Consulting fees – related party		278,000		107,600
Sales and marketing		336,944		149,976
Sales and marketing – related party		20,000		18,500
Research and development		697,142		37,069
General and administrative		1,207,946		281,921
Interest Income		237		--
Proceeds from insurance settlement		36,365		--
Interest Expense		96,444		99,393
Amortization of debt discount		1,233,334		250,000
Amortization of debt issuance costs		129,459		28,626
Debt Conversion Expense		100,000		--
Derivative Expense		1,141,407		133,087
Change in fair value of derivative liabilities		944,994		(139,280	)
Net Loss		40,312,486		66,302,823
Loss per common A share- basic	$	1.45	$	1,318.23

On December 24, 2014, the Company issued 42,464,424 shares of common stock to the shareholders of iNeedMD, Inc., their affiliates or assigns, in exchange for 100% of the outstanding shares of iNeedMD, Inc. a Delaware corporation.

* ForOn ~~the~~January ~~year ended December 31~~1, ~~2013~~2015, the ~~compensation~~Company ofissued warrants ~~$64,761,772 is due~~ to ~~the~~purchase ~~issuance~~500,000 ~~of approximately 32 million~~ shares ~~(Pre-Reverse Stock Split), to certain individuals (the "2013 Compensation Shares"). The issuance~~ of the ~~2013~~ ~~Compensation~~Company’s ~~Shares~~common ~~was~~stock ~~due~~ to aPatrice ~~management~~McMorrow, ~~restructuring~~Executive inVice ~~January~~President ~~2013~~of ~~and the compensation charge affiliated~~Business ~~with~~Development. ~~such~~The ~~issuance~~warrants ~~is solely~~are ~~based~~exercisable ~~on the way the value of the 2013 Compensation Shares is accounted~~ for ~~under~~five ~~U.S.~~years ~~Generally~~at ~~Accepted Accounting~~an ~~Principles~~exercise ~~(“GAAP”).~~price ~~The~~of ~~2013 Compensation Shares were valued at~~ $20.0050 per share. ~~based on~~250,000 of the ~~Company's~~warrants ~~most recent capital raise pursuant~~vested toon ~~which~~January ~~the Company raised approximately $475~~1,~~000~~ at2015 ~~$2.00~~and ~~per share (~~the ~~"2013~~other ~~Capital Raise"). Accordingly~~250,000 ~~such~~warrants ~~compensation~~vest ~~charge is a one-time non-cash charge that has no effect~~ on ~~cash~~ ~~flows~~September ~~from~~30, ~~operating activities~~2015. ~~Net~~The ~~loss~~total ~~from~~grant ~~operations~~date ~~was~~value ~~affected~~of bythe ~~approximately $64~~options ~~million~~was ~~due to these issuances~~$408,030.

~~For~~During the year ended December 31, ~~2014~~2015, ~~substantially all of the compensation of~~ ~~$35,038,488 is due to~~ the ~~issuance~~Company ofentered ~~approximately~~into ~~34 million shares (Post-Reverse Stock Split), to certain individuals (the "2014 Compensation Shares"). The issuance of the 2014 Compensation Shares was due to~~ a ~~management~~settlement ~~restructuring~~agreement ~~in April 2014 and the compensation charge affiliated~~ with ~~such~~former ~~issuance~~note ~~is solely~~holders ~~based~~which onresulted ~~the~~in ~~way~~ the ~~value~~ conversion of the ~~2014~~derivative ~~Compensation Shares is accounted for under U.S. Generally~~notes ~~Accepted~~and ~~Accounting~~warrants ~~Principles (“GAAP”). The 2014 Compensation Shares were valued at $1.00 per share based on the Company's most recent capital raise pursuant~~ to ~~which the Company raised approximately $450~~3,~~000 at $1.00 per share. The Company also raised $8~~255,~~400,000~~752 atshares ~~$1.00~~of ~~per~~common ~~share in 2014 (the “2014 Capital Raise”)~~stock. Accordingly, such compensation charge is a one-time non-cash charge that has no effect on cash flows from operating activities. Net loss from operations was affected by approximately $34 million due to these issuances.

~~Revenue~~These securities qualified for exemption under Section 4(a)(2) of the Securities Act since the issuance of securities by the Company did not involve a public offering. The offering was not a “public offering” as defined in Section 4(a)(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since the shareholders agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.

Revenue was $910 for the year ended December 31, 2014 as compared to $7,539 for the year ended December 31, 2013, a decrease of $6,629. The decrease in revenue is primarily attributable to the Company focusing their efforts on research and development and marketing their products.26

~~Gross~~Item ~~Profit~~6. Selected Financial Data.

~~Gross~~Not ~~profit percentage increased from a gross profit of 22% during the year ended December 31, 2013 to a gross profit of 66% during the year ended December 31, 2014~~applicable. ~~The increase in gross profit is primarily attributable to the decrease in the cost to manufacture The EKG Glove due to larger orders placed with the supplier during the latter half of 2014.~~

31Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Compensation~~This annual report on Form 10-K and other reports filed by 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 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 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 relating to the Company’s business, industry, and the Company’s operations and results of operations. 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.

~~Compensation~~Although the ~~decreased~~Company ~~from~~believes ~~$64~~that the expectations reflected in the forward-looking statements are reasonable,~~761,772~~ ~~for~~ the ~~year~~Company ~~ended~~cannot ~~December~~guarantee future 31results, ~~2013~~levels toof ~~$35~~activity,~~038~~ performance,~~488~~ ~~for~~or achievements. Except as required by applicable law, including the ~~year~~securities laws ~~ended~~of ~~December~~the 31United States, ~~2014~~the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

~~For~~Our ~~the~~financial ~~year~~statements ~~ended~~are ~~December~~prepared ~~31,~~in ~~2013,~~accordance ~~the~~with ~~compensation of~~accounting ~~$64,761,772~~principles ~~is due~~generally ~~to the~~accepted ~~issuance of~~in ~~approximately 32~~the ~~million shares~~United States (~~Pre-Reverse~~“GAAP”). ~~Stock~~These ~~Split),~~accounting principles require us to make certain ~~individuals (the~~estimates, ~~"2013~~judgments ~~Compensation~~and ~~Shares")~~assumptions. ~~The~~ ~~issuance~~We of believe that the ~~2013~~estimates, ~~Compensation~~judgments ~~Shares~~and ~~was due~~assumptions ~~to a~~upon ~~management restructuring~~which inwe ~~January 2013~~rely ~~and~~are reasonable based upon information available to us at the ~~compensation~~ ~~charge affiliated~~time ~~with~~that ~~such~~these ~~issuance~~estimates, judgments isand ~~solely~~assumptions ~~based~~are onmade. These estimates, judgments and assumptions can affect the ~~way~~reported amounts of assets and liabilities as of the ~~value~~date of the ~~2013~~financial ~~Compensation~~statements ~~Shares~~as iswell ~~accounted~~as ~~for~~the ~~under~~reported ~~U.S.~~amounts ~~Generally Accepted~~of ~~Accounting~~revenues ~~Principles~~and ~~(“GAAP”).~~expenses ~~The~~during ~~2013~~the ~~Compensation~~periods ~~Shares~~presented. ~~were~~Our ~~valued~~financial atstatements ~~$2.00~~would ~~per~~be ~~share based~~affected onto the ~~Company's~~extent ~~most~~there ~~recent~~are ~~capital~~material ~~raise~~differences between these estimates and actual results. ~~pursuant~~In tomany ~~which~~cases, the ~~Company~~accounting ~~raised~~treatment ~~approximately~~of a particular transaction is specifically dictated by GAAP and does not require management’s ~~$475,000~~judgment atin $2its application.00 ~~per~~There ~~share~~are ~~(the~~also ~~"2013~~areas ~~Capital~~in ~~Raise").~~which ~~Accordingly, such~~management’s ~~compensation~~judgment ~~charge~~in isselecting aany ~~one-time~~available alternative ~~non-cash~~would ~~charge~~not ~~that~~produce ~~has~~a nomaterially ~~effect~~different onresult. ~~cash~~The ~~flows~~following ~~from~~discussion ~~operating~~should ~~activities.~~be ~~Net~~read ~~loss from~~in ~~operations~~conjunction ~~was~~with ~~affected~~our byfinancial statements ~~approximately~~and ~~$64~~notes ~~million~~thereto ~~due~~appearing toelsewhere ~~these issuances~~in this report.

For the year ended December 31, 2014, substantially all of the compensation of $35,038,488 is due to the issuance of approximately 34 million shares (Post-Reverse Stock Split), to certain individuals (the "2014 Compensation Shares"). The issuance of the 2014 Compensation Shares was due to a management restructuring in April 2014 and the compensation charge affiliated with such issuance is solely based on the way the value of the 2014 Compensation Shares is accounted for under U.S. Generally Accepted Accounting Principles (“GAAP”). The 2014 Compensation Shares were valued at $1.00 per share based on the Company's most recent capital raise pursuant to which the Company raised approximately $450,000 at $1.00 per share. The Company also raised $8,400,000 at $1.00 per share in 2014 (the “2014 Capital Raise”). Accordingly, such compensation charge is a one-time non-cash charge that has no effect on cash flows from operating activities. Net loss from operations was affected by approximately $34 million due to these issuances.27

~~Consulting Fees~~Overview

~~Consulting~~We ~~fees,~~intend ~~including related party consulting fees, were $1,293,522~~ for ~~the~~this ~~year~~discussion ~~ended December 31, 2014 as compared~~ to ~~$408,858~~provide ~~for the~~information ~~year~~that ~~ended~~will ~~December~~assist ~~31,~~in ~~2013,~~understanding anour ~~increase~~financial ~~of $888~~statements,~~664.~~ ~~The increase is attributable to~~ the ~~increase~~changes in ~~capital resources as~~certain ~~compared~~key toitems ~~the~~in ~~prior~~those ~~year~~financial statements, and the ~~work~~primary ~~associated~~factors ~~with~~that ~~transitioning~~accounted ~~from~~for athose ~~private company to a publicly traded company. Although the Company entered into employment agreements in the third quarter 2014~~changes, ~~the~~as ~~Company~~well ~~mainly~~as ~~utilized~~how ~~consultants~~certain ~~to carry out~~accounting ~~its~~principles ~~business~~affect ~~functions~~our ~~during~~financial ~~the year ended December 31, 2014~~statements.

~~Sales and Marketing~~Business Overview

~~Sales~~iNeedMD ~~and marketing expense~~Holdings, ~~including~~Inc. ~~related~~(“iNeedMD” ~~party~~or ~~sales~~the “Company” and ~~marketing~~formerly ~~fees~~Clutterbug Move Management, ~~were~~Inc.) ~~$356~~was incorporated on February 1,~~944~~ ~~for~~2012, under the ~~year~~laws ~~ended~~of ~~December~~the ~~31,~~State ~~2014~~of asNevada. iNeedMD is a medical device company that has developed a disposable ~~compared~~device tocalled ~~$168,476~~The ~~for~~EKG ~~the~~Glove ~~year~~that ~~ended~~standardizes ~~December~~and ~~31,~~simplifies ~~2013,~~the anplacement ~~increase~~of a system of ~~$188~~electrodes and lead wire circuitry required to obtain a diagnostic,~~468~~ 12-lead Electrocardiogram (“ECG” or “EKG”). ~~The~~An ~~increase~~ECG is ~~attributable~~the tomainstay in the ~~increase~~assessment inof ~~capital~~cardiac ~~resources~~health asand ~~compared~~is toused in the ~~prior~~diagnosis, ~~year~~prevention, and monitoring of cardiovascular disease. The EKG Glove is FDA-cleared and CE-Marked and therefore has the ~~Company’s~~appropriate ~~efforts~~regulatory toclearances ~~increase~~for ~~awareness~~sale ofin ~~its~~the ~~products~~US toand the ~~medical~~ ~~community~~EU.

~~Research~~Results of ~~and Development~~Operations

~~Research~~Summary ~~and~~of ~~development~~Statements ~~expenses~~of ~~were~~Operations ~~$697,142~~ for the ~~year~~Year ~~ended~~Ended December 31, ~~2014~~2015 ~~versus $37,069 for the year ended December 31, 2013, an increase of $660,073. The Company had increased capital resources as compared to the prior year~~ and ~~focused its attention on refining the design of its EKG glove and interface.~~2014:

General and Administrative Expenses

	Year Ended
	December 31, 2015			December 31, 2014
Revenue	$	44,165		$	910
Gross profit	$	(94,112	)	$	604
Compensation	$	970,246		$	35,038,488
Consulting fees	$	267,806		$	1,015,522
Consulting fees - related party	$	185,000		$	278,000
Sales and marketing	$	109,068		$	336,944
Sales and marketing - related party	$	-		$	20,000
Research and development	$	87,300		$	697,142
General and administrative	$	1,109,260		$	1,207,946
Interest income	$	198		$	237
Settlement expense	$	(2,075,000	)	$	-
Proceeds from insurance settlement	$	-		$	36,365
Interest expense	$	(19,000	)	$	(96,444	)
Amortization of debt discount and issuance costs	$	(59,177	)	$	(1,362,793	)
Debt Conversion Expense	$	-		$	(100,000	)
Derivative expense	$	-		$	(1,141,407	)
Change in fair value of derivative liabilities	$	27,583		$	944,994
Net loss	$	(4,948,188	)	$	(40,312,486	)
Loss per common A share - basic	$	(0.10	)	$	(1.45	)

General and administrative expenses were $1,207,946 for the year ended December 31, 2014 versus $281,921 for the year ended December 31, 2013, an increase of $926,025. The increase is attributable to professional fees incurred in relation to the transition from a private company to a publicly traded company and travel.28

~~Interest Expense~~Revenue

~~Interest~~Revenue ~~expense~~ was $9644,~~444~~165 for the year ended December 31, ~~2014~~2015 as compared to $~~99,393~~910 for the year ended December 31, ~~2013~~2014. The increase in revenue is primarily attributable to orders from international distribution partners, afor ~~decrease~~products used for demonstration purposes in order to increase product awareness and generate future sales among their customer bases. The Company also had direct sales activity with a US governmental agency who is assessing the use of $2The EKG Glove System. During the year ended December 31,~~949~~ 2014, the Company focused their efforts on research and development and finalizing the commercial version of The EKG Glove.

32Gross Profit

~~Amortization~~Gross profit percentage for the year ended December 31, 2015 was (213.0)%; as compared to 66.4% for the year ended December 31, 2014. During the year ended December 31, 2015, the Company accepted some orders from international distribution partners, some at discounted prices, for demonstration purposes in order to increase product awareness and generate future sales. The Company also had direct sales activity with a US governmental agency who is assessing the use of ~~Debt~~The ~~Discount~~EKG Glove system. The gross profit decline is also attributable to a write-off of $105,499 for obsolete inventory recorded by the Company during the year ended December 31, 2015.

Amortization of debt discount was $1,233,334 for the year ended December 31, 2014 as compared to $250,000 for the year ended December 31, 2013, an increase of $983,334. The increase was attributable to the warrants issued in conjunction with Ayer Notes I & II, along with the common stock issued with the Manchanda Note.Compensation

~~Amortization~~Compensation was $970,246 for the year ended December 31, 2015 compared to $35,038,488 for the year ended December 31, 2014, a decrease of $34,068,242. ~~Debt~~During ~~Issuance~~the ~~Costs~~year ended December 31, 2015, the Company expensed $580,154 in share based payments for warrants issued compared to share based payments of $34,408,043 for shares issued to consultants during the year ended December 31, 2014. The decrease is offset by the Company hiring employees to perform business functions instead of hiring consultants.

~~Amortization~~Consulting of debt issuance costs was $129,459 for the year ended December 31, 2014 as compared to $28,626 for the year ended December 31, 2013, an increase of $100,833. Warrants issued to the investment advisor, underwriter fees and broker fees paid in conjunction with Ayer Notes I & II accounted for the increase.Fees

~~Debt~~Consulting fees, ~~Conversion~~including ~~Expense~~related party consulting fees, were $452,806 for the year ended December 31, 2015 as compared to $1,293,522 for the year ended December 31, 2014, a decrease of $840,716. The decrease is attributable to the Company hiring employees instead of consultants to perform business functions. During the year ended December 31, 2014, the Company utilized consultants to transition from a private to a publicly traded company.

~~Debt~~Sales ~~conversion~~and expense was $100,000 for the year ended December 31, 2014 as compared to $- for the year ended December 31, 2013. In 2014, the Company induced Richard Pinto to convert the remaining $100,000 of his note principal by offering a conversion price of $0.50, a $0.50 discount from the market price of $1.00.Marketing

~~Derivative~~Sales and ~~Expense~~marketing expenses, including related party sales and marketing fees, were $109,068 for the year ended December 31, 2015 as compared to $356,944 for the year ended December 31, 2014, a decrease of $247,876. The decrease is attributable to the Company no longer incurring significant marketing expenses associated the India subsidiary formed during the first quarter of 2014. This was partially offset by the Company incurring significant expenses sending product demos to potential customers during the year ended December 31, 2015.

~~Derivative~~Research ~~expense~~and was $1,141,407 for the year ended December 31, 2014 versus $133,087 for the year ended December 31, 2013, an increase of $1,008,320. The increase in the derivative expense was associated with the doubling of the warrant coverage on Ayer Notes I & II, which was triggered by the respective maturity date extensions.Development

~~Change~~Research and development expenses were $87,300 for the year ended December 31, 2015 versus $697,142 for the year ended December 31, 2014, a decrease of $609,842. During the year ended December 31, 2015, the Company incurred less research and development expenses as it primarily focused on introducing the commercialized version of The EKG Glove in ~~Fair~~the ~~Value~~international marketplace. During the year ended December 31, 2014, the Company focused on refining the design of ~~Derivative~~The EKG Glove and initiating the development of a portable ~~Liabilities~~Electrocardiography acquisition device that will feature a wireless interface with application software.

~~Change~~General in fair value of derivative liabilities was a gain of $944,994 for the year ended December 31, 2014 versus a loss of $139,280 for the year ended December 31, 2013, an increase of $1,084,274. The increase was due to the increase of the exercise price of the warrants associated with Ayer Notes I & II and ~~the~~Administrative ~~passage of time as the derivatives neared closer to their expiration dates.~~Expenses

~~Net~~General ~~Loss~~and administrative expenses were $1,109,260 for the year ended December 31, 2015 versus $1,207,946 for the year ended December 31, 2014, a decrease of $98,686. The decrease is attributable to the additional legal, audit and accounting expenses associated with the transition from a private to a publicly traded company during the prior year.

For the reasons mentioned above, net loss for the year ended December 31, 2014 was $40,312,486, or a loss per share of $1.45 to Common A shareholders, in comparison to the net loss for the year ended December 31, 2013 of $66,302,823, or loss per share of $1,318.23 to Common A shareholders.29

~~Liquidity~~Interest ~~and Capital Resources~~Expense

~~The following~~Interest ~~table~~expense ~~summarizes~~was ~~total current assets~~$19,000 ~~liabilities~~for ~~and working~~the ~~capital~~year at ended December 31, ~~2014,~~2015 as compared to $96,444 for the year ended December 31, 2014, a decrease ~~2013:~~of 77,444. The decrease is attributable to the Company repaying and converting most of its outstanding debt by the end of 2014.

	December 31, 2014		December 31, 2013			Increase (Decrease)
Current Assets	$	2,616,029	$	953,449		$	1,662,580
Current Liabilities	$	2,324,338	$	1,820,702		$	503,636
Working Capital (Deficit)	$	291,691	$	(867,253	)	$	1,158,944

Amortization of Debt Discount and Issuance Costs

AtAmortization ~~December~~of ~~31,~~debt ~~2014, we~~discount ~~had working~~was ~~capital of~~ $~~291~~59,~~691~~177 ~~as compared~~for ~~to a~~the ~~working capital~~year ~~deficit~~ended ~~of $867,253 at~~ December 31, ~~2013,~~ ~~an increase~~2015 ~~in working~~as ~~capital~~compared ofto $1,~~158~~233,~~944. The~~334 ~~increase~~for ~~is primarily~~the ~~attributable~~year toended anDecember ~~increase~~31, 2014, ina ~~cash~~decrease of ~~approximately~~ $71,~~500~~174,~~000~~157. ~~due~~The decrease is attributable to the ~~equity~~Company ~~capital~~repaying ~~raised~~ and ~~$600,000~~converting ~~proceeds~~most ~~received~~of ~~from~~its outstanding debt by the ~~issuance~~end of ~~a convertible note payable~~2014. ~~This~~The ~~increase~~majority inof ~~current~~the ~~assets~~expense ~~was~~during ~~offset by~~ the ~~repayment~~year ofended ~~convertible~~December ~~notes~~31, ~~totaling~~2014 ~~$1,350,000~~was ~~and~~attributable to the ~~net cash~~warrants ~~used~~issued ~~from~~in connection ~~operating~~with ~~activities~~Ayer ofNotes ~~approximately~~I ~~$4,600,000.~~& II.

33Amortization of debt issuance costs was $0 for the year ended December 31, 2015 as compared to $129,459 for the year ended December 31, 2014. The decrease is attributable to the Company repaying Ayer Notes I and II during the summer of 2014.

~~Net~~Derivative ~~Cash~~Expense

~~Net cash~~Derivative ~~used~~expense ~~in operating~~was ~~activities~~$0 for the ~~years~~year ended December 31, ~~2014~~2015 ~~and 2013~~versus ~~was~~ $41,~~566~~141,~~234~~407 ~~and $952,403, respectively. The net loss~~ for the ~~years~~year ended December 31, 2014 ~~and 2013 was $40,312,486 and $66,302,823, respectively~~. ~~During~~The ~~2014,~~decrease ~~the~~in ~~net loss was offset by adjustments due to amortization of debt issuance costs and debt discount of~~ the ~~notes payable of $129,459 and $1,233,334, respectively, the~~ derivative expense ofis ~~$1,141,407,~~attributable to the ~~change in fair~~ value of ~~the~~ ~~derivative of $(944,994) and~~ the ~~share based payments for Class A common stock and~~ warrants issued toin ~~consultants totaling $34,408,043. During 2013,~~ the ~~net~~ ~~loss was~~first ~~offset by~~quarter ~~adjustments due to amortization~~ of ~~debt~~2014 ~~discount~~as ofconsideration ~~the notes~~for ~~payable of $250,000, the~~extending ~~derivative expense of $133,087,~~ the ~~change~~maturity ~~in fair~~date ~~value~~on ~~of the~~Ayer ~~derivative~~Note ~~of $139,280 and the share based payments for Class A common stock of $64,779,372~~I. ~~The Company incurred significant expenses executing its business development plan in order to generate future revenue.~~

~~Net cash~~Change ~~used~~ in ~~investing~~Fair ~~activities during~~Value ~~the year ended December 31, 2014 was $417,017,~~ of ~~which~~Derivative $67,017 was used for the purchase of equipment and $350,000 was used for reverse merger fees, as compared to $47,000 provided by investing activities for the repayment of loans to consultants for the 2013 comparable period. Liabilities

~~Financings~~Change in fair value of derivative liabilities was a gain of $27,583 for the year ended December 31, 2015 versus a gain of $944,994 for the year ended December 31, 2014.

~~During~~Net the year ended December 31 2014, we received net proceeds of approximately $7,500,000 from the issuance of Class A common shares compared to $1,135,000 received during the year ended December 31, 2013. During the year ended December 31, 2014 and 2013, we also received proceeds of $600,000 and $750,000, respectively, for the issuance of convertible notes. The issuance of additional debt during the year ended December 31, 2014 resulted in the payment of $27,000 in debt issuance costs. We paid $1,350,000 for the repayment of convertible notes during the year ended December 31, 2014. During the year ended December 31, 2013, we repaid related party loans totaling $87,300 to our largest shareholder.Loss

~~Going~~For the ~~Concern~~reasons mentioned above, net loss for the year ended December 31, 2015 was $4,948,188, or a loss per share of $0.010 to Common A shareholders. Net loss for the year ended December 31, 2014 was $40,312,486 or loss per share of $1.45 to Common A shareholders.

~~As reflected in the accompanying financial~~Liquidity ~~statements, the Company had a net loss~~ and ~~net~~Capital cash used in operations of $40,312,486 and $4,566,234, respectively, for the year ended December 31, 2014 and an accumulated deficit totaling $115,340,329. The Company does not generate significant revenue. These factors raise substantial doubt about the Company’s ability to continue as a going concern.Resources

The ~~ability of the Company to continue its~~ ~~operations~~following astable asummarizes ~~going~~total ~~concern~~current ~~is dependent on Management's plans~~assets, ~~which~~liabilities ~~include~~and ~~the~~working ~~raising of~~ capital ~~through~~at ~~debt~~December ~~and/or equity markets with some additional funding from other traditional financing sources~~31, ~~including term notes~~2015, ~~until~~compared ~~such time that funds provided by operations are sufficient~~ to ~~fund~~December ~~working capital requirements. The Company may need to incur additional liabilities~~31, ~~with certain related parties to sustain the Company’s existence.~~2014:

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.

	December 31, 2015			December 31, 2014		Increase (Decrease)
Current Assets	$	1,117,184		$	2,616,029	$	(1,498,845	)
Current Liabilities	$	3,888,847		$	2,324,338	$	1,564,509
Working Capital (Deficit)	$	(2,771,663	)	$	291,691	$	(3,063,354	)

~~Off-Balance~~At December 31, 2015, we had working capital ~~Sheet~~deficit ~~Arrangements~~of $2,771,663 as compared to working capital of $291,691 at December 31, 2014, a decrease in working capital of $3,063,354. The decrease is primarily attributable to a decrease in cash of $2,345,427.

~~As of December 31, 2014 and December 31, 2013, the Company had no off-balance sheet arrangements.~~30

34Net Cash

~~Critical~~Net cash used in operating activities for ~~Accounting~~the ~~Policies~~year ended December 31, 2015 and 2014 was $2,345,427 and $4,566,234, respectively. The net loss for the year ended December 31, 2015 and 2014 was $4,948,188 and $40,312,486, respectively. During the year ended December 31, 2015, the net loss was offset by share based payments for warrants issued, amortization of debt discount, and increases in accounts payable and accrued expenses, and the recording of the accrued settlement liability these increases were offset by the increase in inventory in anticipation of future fulfillment of distribution agreements. During the year ended December 31, 2014, the net loss was offset by share based payments to employees and consultants, the amortization of debt issuance costs and debt discount on the notes payable, and the derivative expense.

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.”Investing

~~Revenue~~Net ~~Recognition~~cash used in investing activities for the year ended December 31, 2014 was $417,017 paid for the purchase of equipment and payment of reverse merger fees.

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.Financings

~~Use~~During the year ended December 31, 2015, the Company did not engage in any financing activities. During the year ended December 31, 2014, we received proceeds of ~~Estimates~~$7,513,965 from the issuance of Class A common shares and $600,000 from the issuance of a convertible note. The issuance of additional debt during the year ended December 31, 2014 resulted in the payment of $27,000 in debt issuance costs. During the year ended December 31, 2014, we also repaid $1,350,000 and $150,000 of convertible notes and notes payable, respectively.

~~The~~Going 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.Concern

~~The~~As reflected in the accompanying financial statements, the Company’s ~~significant~~had ~~accounting~~a ~~estimates~~net loss and ~~assumptions~~net ~~affecting~~cash ~~the~~used ~~consolidated~~in ~~financial~~operations ~~statements~~of ~~were~~$4,948,188 and $2,345,427, respectively, for the ~~allowance~~year ~~for~~ended ~~doubtful~~December ~~accounts~~31, ~~valuation~~2015. ~~allowance~~Furthermore, ~~for~~the ~~deferred~~Company ~~tax~~had ~~assets~~a ~~and~~working ~~estimates~~capital deficiency and ~~assumptions~~an ~~used~~accumulated indeficit ~~valuation~~ of ~~equity~~$2,771,663 and ~~derivative~~$120,288,517, ~~instruments.~~respectively, ~~Those significant~~as ~~accounting~~of ~~estimates or~~December ~~assumptions~~31, ~~bear the~~2015. ~~risk~~The ~~of change~~Company ~~due~~does ~~to the~~not ~~fact that~~generate ~~there are~~significant ~~uncertainties~~revenue. ~~attached to~~These ~~those~~factors ~~estimates or~~raise ~~assumptions,~~substantial ~~and~~doubt ~~certain estimates~~about ~~or assumptions~~the ~~are~~Company’s ~~difficult~~ ability to ~~measure or~~continue ~~value~~as a going concern.

~~Management~~The ~~bases~~ability ~~its estimates~~of onthe ~~historical experience~~Company ~~and on~~to ~~various~~continue ~~assumptions that~~its ~~are believed~~operations toas ~~be reasonable~~a ~~under the~~going ~~circumstances, the~~concern ~~results~~is ~~of which~~dependent ~~form~~on ~~the basis~~Management's ~~for making~~plans, ~~judgments about~~which include the ~~carrying~~ ~~values~~raising of ~~assets~~capital through debt and/or equity markets with some additional funding from other traditional financing sources, including ~~liabilities~~term notes, until such time that funds provided by operations are ~~not~~sufficient to fund working capital requirements. The Company ~~readily~~may ~~apparent~~need ~~from~~to ~~other~~incur ~~sources~~additional liabilities with certain related parties to sustain the Company’s existence.

~~Management~~The ~~regularly~~Company ~~reviews~~ will require additional funding to finance the growth of its ~~estimates~~current ~~utilizing~~and expected future operations as well as to achieve ~~currently~~its strategic objectives. The Company believes its current available ~~information,~~cash along with anticipated revenues may be insufficient ~~changes~~to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable ~~facts~~to ~~and~~the ~~circumstances~~Company, ~~historical~~ ~~experience~~if ~~and reasonable~~at ~~assumptions~~all. ~~After such~~The ~~reviews~~accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and ifthe ~~deemed appropriate,~~satisfaction ~~those estimates~~of ~~are~~liabilities ~~adjusted accordingly~~in the normal course of business. ~~Actual~~These financial statements do ~~results~~not ~~could~~include ~~differ~~any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might ~~from~~be ~~those~~necessary ~~estimates~~should the Company be unable to continue as a going concern.

~~Stock~~Off-Balance ~~Based~~Sheet ~~Compensation~~Arrangements

~~All~~As ~~stock-based~~of ~~payments to~~December ~~employees~~31, ~~non-employee consultants,~~2015 and ~~to nonemployee directors for their services as directors~~2014, ~~including~~ ~~any grants of restricted stock and stock options, are measured at fair value on~~ the ~~grant date~~Company ~~and recognized~~had ~~in the~~no ~~statements of operations as compensation or other expense over the relevant service period. Stock~~off-~~based~~balance ~~payments~~sheet ~~to nonemployees are recognized as an expense over the period of performance~~arrangements. 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~~Critical ~~Value~~Accounting ~~of Financial Instruments~~Policies

We ~~follow~~believe ~~paragraph~~that ~~825-10-50-10 of~~ the ~~FASB Accounting~~following ~~Standards Codification~~accounting ~~for disclosures~~policies ~~about~~are ~~fair value of our financial instruments and paragraph 820-10-35-37 of~~ the ~~FASB~~ ~~Accounting Standards~~most ~~Codification~~critical ~~(“Paragraph 820-10-35-37”)~~ to ~~measure~~aid ~~the~~you ~~fair value of our financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value~~ in ~~accounting~~fully ~~principles generally~~understanding ~~accepted~~and ~~in the~~evaluating ~~United~~this ~~States of America (~~“~~U.S.~~Management’s ~~GAAP”),~~Discussion and ~~expands~~Analysis ~~disclosures~~of ~~about~~Financial ~~fair value~~Condition ~~measurements. To increase consistency~~ and ~~comparability~~Results inof 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 three (3) broad levelsOperation. ~~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.~~”

35Revenue Recognition

~~Derivative~~The ~~Instruments~~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.

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 of the Codification 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 then that fair value is reclassified to equity.31

~~Recent~~Use ~~Accounting~~of ~~Pronouncements~~Estimates

~~In May 2014, the Financial Accounting Standards~~The ~~Board~~preparation ~~issued~~of ~~Accounting~~financial ~~Standards~~statements ~~Update 2014-09, Revenue from Contracts with Customers. Amendments~~ in ~~this~~conformity ~~Update create Topic 606, Revenue from Contracts~~ with ~~Customers,~~accounting ~~and~~principles ~~supersede~~generally ~~the~~accepted ~~revenue recognition requirements~~ in ~~Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout~~ the ~~Industry~~United ~~Topics~~States of ~~the Codification.~~America Inrequires ~~addition,~~management ~~the~~to ~~amendments~~make ~~supersede~~estimates ~~the~~and ~~cost~~assumptions ~~guidance~~that inaffect ~~Subtopic~~the ~~605-35,~~reported ~~Revenue~~amounts ~~Recognition—Construction-Type~~of ~~and Production-Type~~assets ~~Contracts,~~ and ~~create~~liabilities ~~new Subtopic 340-40, Other Assets~~ and ~~Deferred Costs—Contracts with Customers.~~disclosure ~~In summary, the core principle~~ of ~~Topic~~contingent ~~606~~assets isand ~~that~~liabilities anat ~~entity recognizes revenue to depict~~ the ~~transfer~~date of ~~promised goods or services to customers in an amount that reflects~~ the ~~consideration~~financial tostatements ~~which~~and the ~~entity~~reported ~~expects~~amounts ~~to be entitled in exchange for those goods or services. This Accounting Standards Update is the final version~~ of ~~Proposed~~revenues ~~Accounting Standards Update 2011-230—Revenue Recognition (Topic 605)~~ and ~~Proposed Accounting Standards Update 2011–250—Revenue Recognition (Topic 605): Codification~~expenses ~~Amendments,~~during ~~both of which have been deleted. The amendments in this Update are effectively 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~~ toCompany’s ~~reporting~~significant ~~entities~~accounting ~~that~~estimates ~~grant~~and ~~their~~assumptions ~~employees~~affecting ~~share-based payments in which~~ the ~~terms~~consolidated offinancial ~~the~~statements ~~award~~were ~~provide that a performance target can be achieved after~~ the ~~requisite service period. This Accounting Standards Update is the final version of Proposed Accounting~~estimates 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~~assumptions ~~could~~used ~~be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance~~ in ~~Topic~~valuation ~~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~~equity ~~award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved~~ and ~~should~~derivative ~~represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered~~instruments. IfThose ~~the~~significant ~~performance~~accounting ~~target~~estimates ~~becomes~~or ~~probable of being achieved before~~assumptions ~~the~~bear ~~end of~~ the ~~requisite~~risk ~~service period, the remaining unrecognized compensation cost should amount~~ of ~~compensation~~change ~~cost~~due ~~recognized during~~to ~~and after~~ the ~~requisite~~fact ~~service period should reflect the number of awards~~ that there are ~~expected~~uncertainties toattached ~~vest and should be adjusted~~ to ~~reflect~~ those ~~awards~~estimates ~~that~~or ~~ultimately~~assumptions, ~~vest. The requisite service period ends when the employee can cease rendering service~~ and ~~still~~certain ~~be eligible to vest in the award if the performance target is achieved. As indicated in the definition of vest, the~~estimates ~~stated~~or ~~vesting~~assumptions ~~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~~difficult ~~for~~to ~~annual~~measure ~~periods~~or ~~and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted~~value. ~~The Company is currently evaluating the effects of ASU 2014-12 on the consolidated financial statements.~~

~~In August 2014, the Financial Accounting Standards~~Management ~~Board~~bases ~~issued~~its ~~Accounting~~estimates ~~Standards Update 2014-15, Presentation of Financial Statements- Going Concern. The Update provides U.S. GAAP guidance~~ on ~~management’s~~historical ~~responsibility~~experience ~~in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern~~ and ~~about~~on ~~related~~various ~~footnote~~assumptions ~~disclosures.~~that ~~For each reporting period, management will be required to evaluate whether there~~ are ~~conditions~~believed ~~or events that raise substantial doubt about a company’s ability~~ to ~~continue~~be ~~as a~~reasonable ~~going~~under ~~concern within one year from~~ the ~~date~~ circumstances, the ~~financial~~results ~~statements~~of ~~are~~which ~~issued.~~form ~~This Accounting Standards Update is~~ the ~~final version~~basis offor ~~Proposed~~making ~~Accounting~~judgments ~~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~~carrying ~~period~~values ~~ending~~of ~~after~~assets ~~December 15, 2016,~~ and ~~for~~liabilities ~~annual~~that ~~periods~~are ~~and~~not ~~interim periods thereafter. The Company is currently~~readily ~~evaluating~~apparent ~~the~~from ~~effects~~other ~~of ASU 2014-15 on the consolidated financial statements~~sources.

~~In April 2015, the Financial Accounting~~Management ~~Standards~~regularly ~~Board~~reviews ~~issued~~its ~~Accounting~~estimates ~~Standards~~utilizing ~~Update~~currently ~~2015-03,~~available ~~Interest—Imputation of Interest. To simplify presentation of debt issuance costs~~information, ~~the~~changes ~~amendments~~ in ~~this~~facts ~~Update~~and ~~would require that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability~~circumstances, ~~consistent~~historical ~~with debt discounts or premiums. The recognition~~experience and ~~measurement~~reasonable ~~guidance for debt issuance costs would not be affected by the amendments in this Update~~assumptions. ~~This~~After ~~Accounting~~such ~~Standards Update~~reviews, isand ~~the~~if ~~final~~deemed ~~version of Proposed Accounting Standards Update 2014-250—Interest—Imputation of Interest (Subtopic 835-30)~~appropriate, ~~which~~those ~~has~~estimates ~~been deleted. The amendments in this Update~~ are ~~effective~~adjusted ~~for~~accordingly. ~~financial~~Actual ~~statements issued for fiscal years~~results ~~beginning~~could ~~after~~differ ~~December~~from ~~15, 2015, and interim periods within~~ those ~~fiscal years~~estimates. ~~The Company is currently evaluating the effects of ASU 2015-03 on the consolidated financial statements.~~

36Stock Based Compensation

~~Item~~All stock-based 7Apayments 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. ~~Quantitative~~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 ~~Qualitative~~are ~~Disclosures~~non-forfeitable the ~~About~~measurement ~~Market~~date ~~Risk~~is the date the award is issued.

~~We do not hold any derivative instruments and~~Fair doValue ~~not~~of ~~engage~~Financial ~~in any hedging activities.~~Instruments

~~Item~~We follow 8paragraph 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. ~~Financial~~Paragraph ~~Statements~~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.

~~Our consolidated financial statements are contained~~Derivative ~~in pages F-1 through F-24 which appear at the end of this Annual Report.~~Instruments

~~'Item~~We evaluate 9.our ~~Changes~~convertible indebt and ~~Disagreements~~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. ~~Accountants~~The onresult ~~Accounting~~of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and ~~Financial~~recorded ~~Disclosure~~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.

~~There are no reportable events under this item for the year ended December 31, 2014.~~32

~~Item~~Recent Accounting ~~9A. Controls and Procedures.~~Pronouncements

In May 2014, FASB issued Accounting Standards Update (aASU) ~~EVALUATION~~No. OF2014-09, ~~DISCLOSURE~~Revenue ~~CONTROLS~~from ~~AND~~Contracts ~~PROCEDURES~~with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. On July 9th the effective date was delayed one year by a vote by the FASB. Public business entities, certain not-for-profit entities, and certain employee benefit plans would apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application would be permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.

~~Based~~In June on2014, 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 ~~evaluation~~employees asshare-based ofpayments in which the ~~end~~terms of the award provide that a performance target can be achieved after the requisite service period. ~~covered~~This byAccounting Standards ~~this~~Update ~~Annual~~is ~~Report~~the onfinal ~~Form~~version 10of Proposed Accounting Standards Update EITF-K,13D-Compensation-Stock ~~our~~Compensation ~~principal~~(Topic 718): ~~executive~~Accounting ~~officer~~for ~~and~~Share-Based ~~principal~~Payments ~~financial~~When ~~officer~~the ~~have~~Terms ~~concluded~~of an Award Provide That a Performance Target Could Be achieved after ~~that~~the ~~our~~Requisite ~~disclosure~~Service ~~controls~~Period, ~~and~~which ~~procedures~~has ~~(as~~been ~~defined~~deleted. The inamendments ~~Rules~~require ~~13a-15(c)~~that a performance target that affects vesting and ~~15d-15(e)~~that ~~under~~could be achieved after the ~~Exchange~~requisite ~~Act)~~service ~~are~~period ~~not~~be ~~effective~~treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to ~~ensure~~awards with performance conditions that ~~information~~affect ~~required~~vesting to account for such awards. As such, the performance target should not be ~~disclosed~~reflected byin usestimating the grant-date fair value of the award. Compensation cost should be recognized in ~~report~~the period in which it becomes probable that wethe ~~file~~performance ortarget ~~submit~~will ~~under~~be achieved and should represent the ~~Exchange~~compensation ~~Act~~cost isattributable ~~recorded,~~to the period(s) for which the requisite service has already been rendered. If the performance ~~processed,~~target ~~summarized~~becomes ~~and~~probable ~~reported~~of ~~within~~being achieved before the ~~time~~end ~~periods~~of ~~specified~~the inrequisite service period, the Uremaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period.S. ~~Securities~~The ~~and~~total ~~Exchange~~amount ~~Commission’s~~of ~~rules~~compensation cost recognized during and ~~forms~~after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to ~~ensure~~reflect those awards that ~~information~~ultimately ~~required~~vest. toThe requisite service period ends when the employee can cease rendering service and still be ~~disclosed~~eligible byto usvest in the ~~reports~~award ~~that~~if wethe ~~file~~performance ortarget ~~submit~~is ~~under~~achieved. As indicated in the ~~Exchange~~definition of vest, the ~~Act~~stated isvesting ~~accumulated~~period ~~and~~(which ~~communicated~~includes tothe ~~our~~period ~~management,~~in ~~including~~which ~~our~~the ~~chief~~performance ~~executive~~target ~~officer~~could be achieved) may differ from the requisite service period. The amendments in this update are effective for annual periods and ~~chief~~interim ~~financial~~periods ~~officer,~~within asthose ~~appropriate~~annual periods tobeginning ~~allow~~after ~~timely~~December ~~decisions~~15, ~~regarding~~2015, ~~required~~and ~~disclosure~~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 (bTopic 205): ~~MANAGEMENT~~Disclosure of Uncertainties about an Entity’Ss ~~REPORT~~Going ONConcern ~~INTERNAL~~Presumption, which ~~CONTROL~~has been deleted. The amendments in this update are effective for the annual period ending after December 15, 2016, ~~OVER~~and ~~FINANCIAL~~for ~~REPORTING~~annual periods and interim periods thereafter. The Company is currently evaluating the effects of ASU 2014-15 on the consolidated financial statements.

~~This~~In March ~~Company’s~~2015, ~~management~~the isFinancial ~~responsible~~Accounting Standards Board issued Accounting Standards Update 2015-03, Interest-Imputation of Interest. ~~for~~To ~~establishing~~simplify ~~and~~presentation ~~maintaining~~of ~~internal~~debt ~~controls~~issuance ~~over~~costs, ~~financial~~the ~~reporting~~amendments ~~and~~in ~~disclosure~~this ~~controls.~~Update ~~Internal~~would ~~Control~~require ~~Over~~that ~~Financial~~debt issuance costs be presented ~~Reporting~~in isthe abalance ~~process~~sheet ~~designed~~as ~~by,~~a ordirect ~~under~~deduction from the ~~supervision~~carrying amount of debt liability, ~~the~~consistent ~~Company’s~~with ~~principal~~debt ~~executive~~discounts or premiums. The recognition and ~~principal~~measurement ~~financial officers,~~guidance orfor ~~persons~~debt ~~performing~~issuance ~~similar~~costs ~~functions,~~would ~~and~~not ~~effected~~be affected by the ~~issuer’s~~amendments ~~board~~in ofthis ~~directors,~~update. ~~management~~This Accounting ~~and~~Standards ~~other personnel,~~Update tois ~~provide~~the ~~reasonable~~final ~~assurance~~version ~~regarding~~of ~~the~~Proposed ~~reliability~~Accounting Standards Update 2014-250-Interest-Imputation of ~~financial~~Interest (Subtopic ~~reporting~~835-30), ~~and~~which ~~the~~has ~~preparation~~been ofdeleted. ~~financial~~The ~~statements~~ amendments in this update are effective for ~~external~~financial ~~purposes~~statements inissued ~~accordance~~for ~~with~~fiscal years ~~generally~~beginning ~~accepted~~after ~~accounting~~December ~~principles~~15, 2015, and ~~includes~~interim periods within those ~~policies~~fiscal ~~and~~years. ~~procedures~~The ~~that:~~Company early adopted ASU 2015-03 on these consolidated financial statements.

~~(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;~~33

	(2)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the registrant; and
	(3)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory”, which modifies existing requirements regarding measuring inventory at the lower of cost or market. Under current inventory standards, the market value requires consideration of replacement cost, net realizable value and net realizable value less an approximately normal profit margin. The new guidance replaces market with net realizable value defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This eliminates the need to determine and consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory. The standard is required to be adopted for annual periods beginning after December 15, 2016, including interim periods within that annual period. The amendment is to be applied prospectively with early adoption permitted. The Company is in the process of evaluating the effect of the new guidance on its condensed consolidated financial statements and disclosures.

~~Disclosure~~In ~~controls~~November ~~and~~2015, ~~procedures~~the ~~are~~FASB ~~designed~~issued Accounting toStandards ~~ensure~~Update ~~that~~ASU ~~information~~No. ~~required~~2015-17, Balance Sheet Classification of Deferred Taxes, which will require entities to bepresent ~~disclosed~~deferred tax assets and deferred tax liabilities as noncurrent in ~~reports~~a ~~filed~~classified ~~under~~balance ~~the~~sheet. ~~Securities~~The ~~Exchange~~ASU ~~Act~~simplifies ofthe current ~~1934~~guidance, which requires entities to separately present deferred tax assets and deferred tax liabilities as ~~amended,~~current isand ~~appropriately~~noncurrent ~~recorded,~~in ~~processed~~a classified balance sheet. The ASU may be applied either prospectively or retrospectively. The amendments in this ASU are effective for annual reporting periods beginning after December 15, ~~summarized~~2016 and ~~reported~~interim periods within those annual periods. Earlier application is permitted as of the ~~specified~~beginning ~~time~~of ~~periods~~an interim or annual period. The Company is in the process of evaluating the effect of the new guidance on its condensed consolidated financial statements and disclosures.

37In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” Under ASU 2016-02, lessees will be required to recognize, for all leases of 12 months or more, a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. Additionally, the guidance requires improved disclosures to help users of financial statements better understand the nature of an entity’s leasing activities. This ASU is effective for public reporting companies for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and must be adopted using a modified retrospective approach. The Company is in the process of evaluating the effect of the new guidance on its condensed consolidated financial statements and disclosures.

~~Management~~In April ~~has~~2016, ~~conducted~~the anFASB ~~evaluation~~issued ofASU No. 2016-09, “Compensation – Stock Compensation” (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based ~~effectiveness~~payment awards to their employees. Several aspects of ~~our~~the ~~internal~~accounting ~~control~~for ~~over~~share-based ~~financial~~payment ~~reporting~~award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 3115, ~~2014~~2016, ~~based~~including interim onperiods ~~the~~within ~~framework~~those ~~established~~fiscal inyears. ~~Internal Control-Integrated~~Early ~~Framework~~adoption ~~issued~~of by the ~~Committee~~update ofis ~~Sponsoring~~permitted. ~~Organizations~~The ofCompany is currently evaluating the impact ~~Treadway~~of ~~Commission~~the ~~(“COSO”)~~new standard.

~~Based~~In April on2016, ~~this~~the ~~assessment~~FASB issued ASU No. 2016-10, ~~management~~“Revenue ~~concluded~~from Contracts with Customers: Identifying Performance Obligations ~~that~~and asLicensing” of(topic ~~December~~606). 31In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross verses Net)” (topic 606). These amendments provide additional clarification and implementation guidance on the previously issued ASU 2014-09, it“Revenue ~~had~~from ~~material~~Contracts ~~weaknesses~~with Customers”. The amendments in ~~its~~ASU ~~internal~~2016-10 provide clarifying guidance on materiality of performance obligations; evaluating distinct performance obligations; treatment of shipping and handling costs; and determining whether an entity's promise to grant a license provides a customer with either a right to use an entity's intellectual property or a right to access an entity's intellectual property. The amendments in ASU 2016-08 clarify how an entity should identify the specified good or service for the principal versus agent evaluation and how it should apply the control ~~procedures~~principle to certain types of arrangements. The adoption of ASU 2016-10 and ASU 2016-08 is to coincide with an entity's adoption of ASU 2014-09, which we intend to adopt for interim and annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of the new standard.

AIn May ~~material~~2016, ~~weakness~~the isFASB aissued ~~control~~ASU ~~deficiency, or~~No. ~~combination of control deficiencies~~2016-12, in“Revenue ~~internal~~from ~~control~~Contracts ~~over~~with ~~financial~~Customers ~~reporting~~(Topic ~~such~~606): ~~that~~Narrow-Scope ~~there is a reasonable possibility~~Improvements ~~that~~and aPractical ~~material~~Expedients”, ~~misstatement~~which ofnarrowly ~~our~~amended ~~annual~~the orrevenue ~~interim~~recognition ~~financial~~guidance ~~statements~~regarding ~~would~~collectability, ~~not be prevented or detected on a timely basis.~~noncash Asconsideration, presentation of ~~December~~sales ~~31,~~tax ~~2014,~~and wetransition ~~have~~and ~~concluded~~is ~~that~~effective ~~our~~during ~~internal~~the ~~control~~same ~~over~~period ~~financial~~as ~~reporting~~ASU ~~was ineffective~~2014-09. The Company’s is ~~assessment~~currently ~~identified~~evaluating ~~certain~~the ~~material~~impact ~~weaknesses~~of ~~which~~the ~~are~~new ~~set forth below:~~standard.

~~Functional~~In ~~Controls~~August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and ~~Segregation~~Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of ~~Duties~~cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The Company is currently in the process of evaluating the impact of ASU 2016-15 on its consolidated financial statements.

~~Because~~Management does ofnot ~~the~~believe ~~company’s~~that ~~limited~~any ~~resources~~recently issued, ~~there~~ ~~are~~but ~~limited~~not ~~controls~~yet ~~over~~effective ~~information~~accounting ~~processing~~pronouncements, ~~and~~when noadopted, ~~internal~~will ~~controls~~have ~~over~~a ~~the~~material effect ~~accuracy,~~on ~~completeness~~the ~~and~~accompanying ~~authorization of~~consolidated ~~transactions~~financial statements.

There is an inadequate segregation of duties consistent with control objectives. Our Company’s management is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible.34

~~There is a lack of top level reviews in place~~Item ~~to review targets, product development, joint ventures or financing~~7A. ~~All~~Quantitative ~~major~~and ~~business~~Qualitative ~~decisions~~Disclosures ~~are~~About ~~carried~~Market ~~out by the officers with board of director approval when needed~~Risk.

~~Accordingly, as the result of identifying the~~We ~~above~~do ~~material~~not ~~weaknesses~~hold weany ~~have~~derivative ~~concluded~~instruments ~~that~~and ~~these~~do ~~control~~not ~~deficiencies~~engage ~~resulted~~ in aany ~~reasonable~~hedging ~~possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls~~activities.

~~Management believes that the material weaknesses~~Item ~~set forth above were the result of the scale of our operations and are intrinsic to our small size~~8. ~~Management~~Financial ~~believes these weaknesses did not have a material effect on our financial results and intends to take remedial actions upon receiving funding for the Company’s business operations~~Statements.

~~This annual report does not include an attestation~~Our ~~report~~consolidated ~~of our registered public accounting firm regarding internal control over~~ financial ~~reporting.~~statements ~~Management’s~~are ~~report was~~contained ~~not~~in ~~subject~~pages toF-1 ~~attestation~~through byF-20 ~~our~~which ~~registered~~appear ~~public~~at ~~accounting~~the ~~firm~~end ~~pursuant to temporary rules~~ of ~~the~~this ~~SEC~~Annual ~~that permit the Company to provide only management’s report herein~~Report.

~~(c)~~Item 9. ~~CHANGES~~Changes INin ~~INTERNAL~~and ~~CONTROLS~~Disagreements ~~OVER~~with ~~FINANCIAL REPORTING~~Accountants on Accounting and Financial Disclosure.

We There are ~~committed~~no toreportable ~~improving~~events ~~our~~under ~~financial organization. As part of~~ this ~~commitment,~~item we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us by preparing and implementing sufficient written policies and checklists which will set forth procedures for ~~accounting and financial reporting with respect to~~ the ~~requirements~~year ~~and~~ended ~~application~~December of31, ~~US GAAP and SEC disclosure requirements~~2015.

~~Management believes that preparing and implementing~~Item sufficient written policies and checklists will remedy the material weaknesses pertaining to insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements9A. WeControls ~~intend to take appropriate~~ and ~~reasonable steps to make the necessary improvements to remediate these deficiencies, including:~~Procedures.

	(1)	We will document a formal code of ethics.
	(2)	We will revise processes to provide for a greater role of independent board members in the oversight and review until such time that we are adequately capitalized to permit hiring additional personnel to address segregation of duties issues, ineffective controls over the revenue cycle and insufficient supervision and review by our corporate management.
	(3)	We will continue to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes.

(a) Evaluation Of Disclosure Controls And Procedures

38Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act) are not effective to ensure that information required to be disclosed by us in report that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our President, as appropriate to allow timely decisions regarding required disclosure.

~~We intend to consider the results of our remediation~~(b) ~~efforts~~Management’s ~~and~~Report ~~related~~On ~~testing~~Internal asControl ~~part~~Over ofFinancial ~~our year-end 2014 assessment of the effectiveness of our internal control over financial reporting.~~Reporting

~~Subsequent~~This Company’s tomanagement ~~December~~is ~~31,~~responsible ~~2014~~for establishing and maintaining internal controls over financial reporting and disclosure controls. Internal Control Over Financial Reporting is a process designed by, weor ~~have~~under ~~undertaken~~the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the ~~following~~issuer’s board ~~steps~~of directors, management and other personnel, to ~~address~~provide reasonable assurance regarding the ~~deficiencies~~reliability ~~stated~~of ~~above~~financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

●(1) ~~Continued~~Pertain to the ~~development~~maintenance ~~and~~of ~~documentation~~records ofthat ~~internal~~in ~~controls~~reasonable detail accurately and ~~procedures~~fairly ~~surrounding~~reflect the ~~financial~~transactions ~~reporting~~and ~~process,~~dispositions ~~primarily~~of ~~through~~ the ~~use~~assets of ~~account~~the ~~reconciliations, and supervision.~~issuer;

Item 9B. Other Information.

	(2)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the registrant; and

	(3)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

~~Not~~Disclosure controls ~~applicable~~and procedures are designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is appropriately recorded, processed, summarized and reported within the specified time periods.

~~PART~~Management has ~~III~~conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2015, based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

~~Item~~Based on ~~10.~~this ~~Directors~~assessment, ~~Executive~~management ~~Officers~~concluded ~~and~~that ~~Corporate~~as ~~Governance~~of December 31, 2015, it had material weaknesses in its internal control procedures.

~~Directors and Executive Officers~~35

~~The~~A material ~~following~~weakness ~~table~~is ~~discloses~~a ~~our~~control ~~directors and~~deficiency, ~~executive~~or ~~officers~~combination as of ~~April~~control 15deficiencies, ~~2015.~~in ~~There~~internal ~~are~~control noover ~~familial~~financial ~~relationships~~reporting such ~~between~~that orthere ~~among~~is ~~the~~a ~~directors~~reasonable possibility that a material misstatement of our annual or ~~executive~~interim ~~officers~~financial statements would not be prevented or detected on a timely basis. As of ~~the~~December ~~Company~~31, 2015, we have concluded that our internal control over financial reporting was ineffective. The Company’s assessment identified certain material weaknesses which are set forth below:

Name	Age	Position
Govindan Gopinathan, MD	76	Chairman of the Board of Directors
Thomas Nicolette	64	President, Chief Executive Officer and Director
Patrice McMorrow	48	Executive Vice President of Business Development

Functional Controls and Segregation of Duties

~~Dr.~~Because of ~~Govindan~~the ~~Gopinathan~~company’s limited resources, 76there are limited controls over information processing, ~~Chairman of~~and no internal controls over the ~~Board~~accuracy, completeness and authorization of ~~Directors~~transactions.

~~Dr.~~There ~~Gopinathan, 76,~~ is aan ~~former~~inadequate ~~Clinical~~segregation ~~Professor~~ of ~~Neurology~~duties atconsistent ~~New~~with ~~York~~control ~~University~~objectives. ~~Langone~~Our ~~Medical~~Company’s ~~Center~~management ~~and~~is ~~the~~composed ~~primary~~of ~~inventor~~a small number of ~~The~~individuals ~~EKG~~resulting ~~Glove,~~in ~~and~~a ~~co-founder~~situation where limitations on segregation of ~~iNeedMD,~~duties ~~Inc~~exist., ~~where~~In heorder ~~had~~to ~~served~~remedy asthis ~~Chairman~~situation we ~~and~~would ~~CEO~~need ~~for~~to ~~the~~hire ~~last~~additional 14staff ~~years.~~to ~~Previously he~~provide ~~had~~greater ~~served~~segregation asof ~~Chief~~duties. ofCurrently, ~~the~~it ~~Department~~is ofnot ~~Neurology~~feasible atto ~~the~~hire ~~Manhattan~~additional staff VAto ~~hospital~~obtain ~~from~~optimal ~~1975~~segregation toof ~~1978~~duties. ~~where~~Management hewill ~~was~~reassess ~~involved~~this matter in ~~administrative~~the following year to determine whether ~~and~~improvement ~~management~~in ~~responsibilities~~segregation of duty is feasible.

~~Doctor Gopinathan~~ There is ~~board~~a ~~certified~~lack inof ~~Internal Medicine~~top bylevel ~~the~~reviews ~~Royal~~in ~~College~~place ofto ~~Physicians~~review ~~of Canada~~targets, ~~and~~product ~~the~~development, ~~University~~joint ofventures ~~Kerala,~~or ~~India~~financing. ~~Doctor~~All ~~Gopinathan~~major isbusiness decisions ~~also~~are ~~board~~carried ~~certified in~~out ~~neurology~~ by the ~~American~~officers ~~Academy~~with ofboard ~~Neurology and the Royal College~~ of ~~Physicians~~director ofapproval ~~Canada.~~when ~~He is a Fellow of the American Academy of Neurology, the Royal Society of Medicine, London, and National Institute of Health, Clinical Fellowships~~needed.

~~Thomas Nicolette~~Accordingly, as ~~64,~~the ~~President,~~result ~~Chief~~of identifying the above material weaknesses we have concluded that these control deficiencies resulted in a reasonable ~~Executive~~possibility ~~Officer~~that ~~and~~a ~~Director~~material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

~~Mr.~~Management believes ~~Nicolette~~that ~~has served as~~ the ~~principal~~material ~~of Nicolette~~weaknesses ~~Consulting~~set ~~Group~~forth ~~Limited,~~above awere ~~business~~the ~~management~~result ~~consulting~~of ~~firm,~~the ~~since~~scale ~~founding~~of itour inoperations ~~1984.~~and Heare ~~served~~intrinsic asto ~~President, Chief~~our ~~Executive~~small ~~Officer~~size. ~~and~~Management ~~director~~believes ofthese ~~Akers~~weaknesses ~~Biosciences,~~did ~~Inc.~~not ~~from~~have ~~2006~~a ~~until~~material ~~early~~effect ~~2014~~on ~~and~~our ~~was~~financial ~~instrumental~~results inand aintends ~~$15~~to ~~million~~take ~~IPO~~remedial ~~that~~actions ~~facilitated~~upon ~~Akers~~receiving ~~Biosciences’~~funding ~~listing~~for on the ~~NASDAQ~~Company’s ~~capital~~business ~~market~~operations.

39This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report herein.

~~From 1997 through 2012, Mr. Nicolette was the~~(c) ~~Corporate~~Changes ~~Secretary,~~In ~~Treasurer~~Internal ~~and~~Controls ~~director~~Over ofFinancial Sentech EAS Corp., a designer and manufacturer of electronic security systems for retail, commercial and industrial firms. From 2003 through 2006, Mr. Nicolette was the director of international business development for November AG a developer of methods of authentication for anti-counterfeiting based in Germany. From 2001 to 2004, Mr. Nicolette served as Chairman of Exaqt Sa de CV a manufacturer and installer of electronic security systems. From 2001 through 2003, Mr. Nicolette served as Executive Director of Tri-Mex Group Limited, a developer of monitoring and response solutions to protect high value or hazardous cargo. Mr. Nicolette served as President, Chief Executive Officer and Director of DNA Technologies, Inc., a holder of patented technology providing solutions for counterfeiting, forgery and product diversion, from 2000 through 2003. From 1995 through 2001, Mr. Nicolette was the President, Chief Executive Officer and director of Sentry Technology Corporation which owned Knogo North America, Inc. and Video Sentry Corporation, designers and manufacturers of electronic articles surveillance systems and closed circuit television systems worldwide. Also, Mr. Nicolette served as President, Chief Executive Officer and director of Knogo Corporation, a New York Stock Exchange listed multi-national company and purveyor of electronic article surveillance, from 1986 through 1994.Reporting

MrWe are committed to improving our financial organization. ~~Nicolette~~As ispart of this commitment, we will create a ~~graduate~~position ofto ~~Michigan~~segregate ~~State~~duties ~~University~~consistent ~~School~~with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us by preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of ~~Criminal~~US ~~Justice~~GAAP and SEC disclosure requirements.

~~Patrice~~Management believes ~~McMorrow,~~that ~~48,~~preparing ~~Executive~~and ~~Vice~~implementing sufficient written policies and checklists will remedy the material weaknesses pertaining ~~President~~to insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of ~~Business~~US ~~Development~~GAAP and SEC disclosure requirements. We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies, including:

Ms. McMorrow, age 48, combines over 20 years of experience in marketing and business development senior management with proficiencies in strategic and tactical planning and implementation, sales training and operations, and IPO prospectus development.

	(1)	We will document a formal code of ethics.

	(2)	We will revise processes to provide for a greater role of independent board members in the oversight and review until such time that we are adequately capitalized to permit hiring additional personnel to address segregation of duties issues, ineffective controls over the revenue cycle and insufficient supervision and review by our corporate management.

	(3)	We will continue to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes.

~~Ms. McMorrow joined iNeedMD, Inc. in August~~We ofintend ~~2014~~to asconsider ~~Executive Vice President of Business Development. Previously, she had been involved in a number of companies most notably within~~ the ~~medical~~results ~~device and pharmaceutical industries, holding positions ranging from product manager to Vice President~~ of ~~Marketing. After~~our ~~gaining~~remediation ~~experience~~efforts ~~in management consulting~~ and ~~pharmaceutical~~related ~~sales~~testing ~~and earning a graduate degree, from 1992 through 1995, Ms. McMorrow served~~ as ~~the~~part ~~Director~~ of ~~REC~~our SPECS Sports Eyewear marketing for the now Liberty Sport, Inc. From 1995 through 1996, she served as a product manager at pharmaceutical manufacturer, Organon, Inc. and launched the company’s first antidepressant into the US market. From 1996 through 2003, Ms. McMorrow held a variety of marketing consulting positions, with a focus in the fashion and pharmaceutical industries, and secured a project management role with a contract pharmaceutical sales company, Innovex to assist in the reyear-~~launch~~end of2015 aassessment Novartis mature migraine headache line. She also helped establish the national distribution network for then pharmaceutical manufacturer, Genta Incorporated. From 2003 until 2004, Ms. McMorrow transitioned to a product management role at Genta. Immediately prior to joining iNeedMD, Ms. McMorrow spent 10 years at Akers Biosciences, Inc. an in vitro diagnostic medical device company. She held positions of ~~Director of Marketing where she helped launch~~ the ~~company’s entrance into the~~effectiveness ~~commercial medical device market and established and managed a network~~ of ~~national~~our ~~distributors~~internal ~~and~~control ~~sales~~over ~~representatives.~~financial ~~Later as Vice President of Marketing, Ms~~reporting. McMorrow continued to assist in the launch of new product entrants in the laboratory and health and wellness sectors. She was also a member of the management team that facilitated Akers Biosciences’ listing on the NASDAQ capital market in early 2014.

~~Ms. McMorrow holds an undergraduate degree~~Subsequent into ~~Business~~December ~~with~~31, a2015, ~~concentration~~we inhave ~~Marketing~~undertaken ~~from~~the ~~Albright~~following ~~College~~steps ~~and~~to anaddress ~~MBA~~the indeficiencies ~~Marketing~~stated ~~from Seton Hall University.~~above:

~~Key~~● ~~Personnel~~ Continued the development and documentation of internal controls and procedures surrounding the financial reporting process, primarily through the use of account reconciliations, and supervision.

~~Nitin Patel, MD, Age 40, Vice President~~Item of9B. ~~Research~~Other ~~and Development~~Information.

~~Dr. Nick Patel, age 40, is an internist from~~Not ~~Columbia, S~~applicable.C. He received his undergraduate degree from the University of South Carolina Honors College and attended medical school at the Medical University of South Carolina in Charleston, S.C. Following medical school, Dr. Patel completed his residency in internal medicine at Orlando Regional Medical Center in Florida and Palmetto Health in Columbia, S.C. He has been at Palmetto Health for over 10 years and serves as the Medical Director of Midlands Internal Medicine. He is also the head of Ambulatory Medical Informatics at Palmetto Health. Dr. Patel has given multiple presentations in topics ranging from Healthcare IT transformation, workflow enhancements, and population health. He is managing the largest, first of its kind.

4036

~~Microsoft Surface pilot in the nation, to improve~~PART ~~workflow at Palmetto Health. Dr. Patel has also been instrumental in the development of the Bluetooth wireless transmitter and mobile application.~~III

~~Robert~~Item 10. ~~Riola~~Directors, ~~Age~~Executive ~~50,~~Officers ~~Vice~~and ~~President of~~Corporate ~~Operations~~Governance.

~~Mr. Robert Riola, age 50, combines over 25~~Directors ~~years of experience in Information Technology management with experience in data center design, application development, risk management, digital rights management,~~ and ~~online~~Executive marketing and sales. He joined the Company as Chief Technology Officer in 2010. Previously, he had been involved with a number of companies holding positions including Vice President of Operations Disaster Recovery Specialist and CTO.Officers

~~Family~~The following ~~Relationships~~table discloses our directors and executive officers as of November 15, 2016. There are no familial relationships between or among the directors or executive officers of the Company.

There are no family relationships among our directors, executive officers, or persons nominated or chosen by the Company to become directors or executive officers.

Name	Age	Position

Dr. Govindan Gopinathan	77	Executive Chairman of the Board of Directors

Jonathan Loutzenhiser	30	President, Director

Dr. Joseph Asuncion	54	Director

~~Committees~~ Summary of ~~the~~Appointments ~~Board~~and Resignations of ~~Directors~~Management of the Company

~~Our~~On March ~~Board~~29, ~~currently does not have an Audit Committee~~2016, aPatrice ~~Compensation~~McMorrow ~~Committee~~resigned oras aExecutive ~~Nominating~~Vice ~~and~~President ~~Corporate~~of ~~Governance~~Business ~~Committee~~Development ~~(the~~of ~~“Committees”). We plan to form~~ the ~~Committees in the second quarter of 2015~~Company.

~~Compliance~~On April 14, 2016, in connection with ~~Section~~the 16Mediplex Alliances Inc. acquisition, (ai) Thomas Nicolette resigned as President of the Company, ~~Exchange~~(ii) Jonathan Loutzenhiser was appointed President and a member of the Board of Directors of the Company, and (ii) ~~Act~~Dr. Joseph Asuncion was appointed as a member of the Board of Directors of the Company.

~~Section~~On ~~16(a)~~June of30, ~~the Exchange Act requires the Company’s directors~~2016, ~~executive~~Thomas ~~officers~~Nicolette ~~and persons who beneficially own 10% or more of a class of securities registered~~resigned ~~under~~as ~~Section~~Chief 12Executive ofOfficer ~~the Exchange Act to file reports~~ of ~~beneficial ownership and changes in beneficial ownership with~~ the ~~SEC. Directors,~~Company ~~executive officers~~ and ~~greater~~a ~~than~~member ~~10% stockholders are required by the rules and regulations~~ of the ~~SEC to furnish the~~ Company’s ~~with~~Board ~~copies~~ of ~~all reports filed by them in compliance with Section 16(a)~~Directors.

~~Based solely on our review of certain reports~~On ~~filed~~October ~~with~~31, ~~the~~2016, ~~Securities~~Dr. ~~and~~Govindan ~~Exchange~~Gopinathan ~~Commission~~was ~~pursuant~~appointed toExecutive ~~Section~~Chairman ~~16(a)~~ of the ~~Securities~~Board ~~Exchange Act~~ of ~~1934, as amended, the reports required to be filed with respect to transactions in our common stock during the fiscal year ended December 31, 2014, were timely.~~Directors

~~Code~~Dr. Govindan Gopinathan, age 77, Executive Chairman of ~~Ethics~~the Board of Directors

WeDr. Gopinathan ~~have~~is ~~not~~a ~~yet~~former ~~adopted~~Clinical aProfessor ~~code~~of Neurology at New York University Langone Medical Center and the primary inventor of ~~ethics~~The EKG Glove, and co-founder of iNeedMD, Inc., Wewhere he had served as Chairman and CEO for the last 15 years. Previously ~~plan~~he tohad ~~adopt~~served aas ~~code~~Chief of ~~ethics~~the inDepartment of Neurology at the ~~second~~Manhattan ~~quarter~~VA ofhospital ~~2015~~from 1975 to 1978 where he was involved in administrative and management responsibilities.

~~Legal~~Doctor Gopinathan ~~Proceedings~~is board certified in Internal Medicine by the Royal College of Physicians of Canada, and the University of Kerala, India. Doctor Gopinathan is also board certified in neurology by the American Academy of Neurology and the Royal College of Physicians of Canada. He is a Fellow of the American Academy of Neurology, the Royal Society of Medicine, London, and National Institute of Health, Clinical Fellowships.

There are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.37

41Jonathan Loutzenhiser, age 30, President and Director

~~Item~~Mr. Loutzenhiser, 11age 30, has been the President of Mediplex since its incorporation in February 2016 and prior served as the CEO and President of Mediplex Alliances, LLC, where he worked with a U.S. ~~Executive~~distribution ~~Compensation~~network of accountable care and management services organizations, fifteen distributor groups and over 10,000 independent healthcare professionals. Mr. Loutzenhiser has been doing marketing and player recruitment for Comsport USA, a professional athlete management company. Between 2011 and 2012, Mr. Loutzenhiser played professional basketball with Athletes in Action. Mr. Loutzenhiser received his Bachelor of Arts in Business from Grace University in 2011.

~~2014~~Dr. Joseph ~~SUMMARY~~Asuncion, ~~COMPENSATION~~age ~~TABLE~~54, Director

~~EXECUTIVE~~Dr. Asuncion, ~~COMPENSATION~~age 53, has been the Medical Director and a Staff Physician at Robinwood Family Practice as well as a Staff Physician at Meritus Medical Center, both located in Hagerstown, Maryland, since 2010. Between 1997 and 2010, Dr. Asuncion, was the Medical Director and a Staff Physician at Parkview Medical Group as well as a Staff Physician at Frederick Memorial Hospital, both located in Frederick, Maryland. In addition, Dr. Asuncion serves as a speaker and consultant to some of the largest global pharmaceutical companies. Dr. Asuncion received his Bachelor of Science in Biology from the University of Maryland and his Doctor of Medicine from the Perpetual Help College of Medicine in Binan Laguna, Philippines. Dr. Asuncion completed his medical residency at the Portsmouth Family Practice, in Portsmouth, Virginia.

~~Summary Compensation~~Family Relationships

~~The~~There are ~~following~~no ~~summary~~family ~~compensation~~relationships ~~table~~among ~~sets forth~~our ~~all compensation awarded to~~directors, ~~earned~~executive byofficers, or ~~paid~~persons tonominated ~~the~~or ~~named~~chosen ~~executive officers paid~~ by ~~us during~~ the ~~periods~~Company ~~ended~~to ~~December~~become directors ~~31,~~or ~~2014,~~executive ~~2013 and 2012~~officers.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non- Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)(3)		Totals ($)
Govindan Gopinathan, MD (2)	2014		139,902		0		0		0		0		0		211,385		351,287
Chairman of the Board	2013		0		0		0		0		0		0		94,600		94,600
	2012		0		0		0		0		0		0		0		0
Thomas Nicolette (4)	2014		0		0		0		0		0		0		778,454		778,454
Chief Executive Officer	2013		0		0		0		0		0		0		0		0
	2012		0		0		0		0		0		0		0		0
Patrice McMorrow(6)	2014		40,625		0		0		0		0		0		0		40,625
Executive Vice President	2013		0		0		0		0		0		0		0		0
of Business Development	2012		0		0		0		0		0		0		0		0
Robert Riola (5)	2014		102,500		0		0		0		0		0		32,500		135,000
Former Chief Technology	2013		0		0		0		0		0		0		58,262		58,262
Officer	2012		0		0		0		0		0		0		60,566		60,566
Victoria Young(7)	2014		25,000		0		0		0		0		0		0		25,000
Former Chief Executive	2013		25,000		0		0		0		0		0		0		25,000
Officer and Director	2012		21,552		0		8,000		0		0		0		0		29,552

Committees of the Board of Directors

During 2013, the Company completed a capital raise of approximately $475,000 at $2.00 per share. Dr. Govindan Gopinathan was issued approximately 21.3 million shares post capital raise (Pre-Reverse Stock Split) which were subsequently valued at $2.00 per share for the 2013 fiscal year end. The compensation charge affiliated with such issuance is solely based on the way the value of these shares is accounted for under GAAP. The shares issued to Dr. Govindan Gopinathan were valued at $2.00 per share.

On December 24, 2014, Dr. Govindan Gopinathan was appointed Chairman of the Board of the Company.

The Board of Directors currently does not have an Audit Committee, a Compensation Committee or a Nominating and Corporate Governance Committee.

42Code of Ethics

3We have not yet adopted a code of ethics. ~~All~~We ~~Other~~plan ~~Compensation~~to ~~reflects~~adopt ~~consulting~~a ~~fees~~code ~~paid~~of ethics by the end of the 2016 fiscal year.

4. On December 24, 2014, upon the resignation of Ms. Young, Mr. Nicolette was appointed President, Chief Executive Officer and Director of the Company. In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of the warrants granted to Mr. Nicolette during 2014, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The 1,000,000 warrants issued were valued at the grant date value of $0.6885 based upon a Black-Scholes-Merton model resulting in a grant date fair value of $688,454. The warrants outstanding are being amortized over their respective vesting periods. The Company expensed an aggregate $516,340 during 2014 in relation to the warrants granted to Mr. Nicolette. For a description of the assumptions used to calculate the amounts in the table, see Note 2 – Summary of Significant Accounting Policies and Note 13—Commitments and Contingencies found in the F-pages.Legal Proceedings

5The Company and its board of directors are currently involved in litigation against Michael E. Makover, M.D. (“Makover”). On ~~December~~April 2430, ~~2014~~2015, MrMakover filed a class action complaint in the Court of Chancery of the State of Delaware alleging claims including breaches of fiduciary duties. ~~Riola~~On October 29, 2015, by agreement of the parties, the class action complaint was ~~appointed~~withdrawn ~~Vice~~and ~~President~~a first amended verified complaint was filed in the Court of ~~Operations~~Chancery of the State of Delaware with Makover as the sole plaintiff. On August 22, 2016 the Company and Makover participated in a meditation which resulted in an agreement which would provide for the issuance of 2,500,000 shares of the Company’s common stock to Makover and a payment of $100,000 by the Company to Makover. The stock issuance and payment are contingent upon the Company securing additional financing.

6.	On December 24, 2014, Ms. McMorrow was appointed Executive Vice President of Business Development of the Company.
7.	On December 24, 2014, Ms. Victoria Young resigned as the Company’s Chief Executive Officer and Director.

Except as described above, there are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.

~~Consulting Agreements~~38

MrItem 11. ~~Thomas~~Executive ~~Nicolette~~Compensation.

On July 1, 2014, Mr. Thomas Nicolette entered into a two year consulting agreement to serve as the Company’s Chief Operating Officer (“COO”). The COO will receive monthly fees of $15,000. In addition, the COO received warrants to purchase 1,000,000 shares of the Class A common stock, with 500,000 warrants vesting on July 1, 2014 and 500,000 warrants vesting on June 30, 2015~~. The warrants are exercisable~~ ~~for~~SUMMARY ~~five~~COMPENSATION years at an exercise price of $0.50. During the year ended December 31, 2014, the Company recorded $516,340 in compensation expense pertaining to these warrants. On December 24, 2014, Mr. Nicolette was appointed President, Chief Executive Officer and Director of the Company. Mr. Nicolette’s consulting agreement remains in effect until amended to reflect his new expanded responsibilities.TABLE

~~Outstanding Equity Awards~~EXECUTIVE COMPENSATION

~~As of December 31, 2014, the Company has no~~Summary ~~outstanding equity awards.~~Compensation

~~DIRECTOR~~The following ~~COMPENSATION~~summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the periods ended December 31, 2015, 2014 and 2013.

The Company did not award any compensation to directors for their service as such during the years ended December 31, 2014, 2013 and 2012.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non- Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)(3)		Totals ($)
Jonathan Loutzenhiser	2015		180,000														180,000
President (7)	2014
	2013

Govindan Gopinathan, MD (1) (2)	2015
Executive Chairman of the Board	2014		139,902		0		0		0		0		0		211,385		351,287
	2013		0		0		0		0		0		0		94,600		94,600

Thomas Nicolette (4)	2015		180,000														180,000
Former Chief Executive Officer	2014		0		0		0		0		0		0		778,454		778,454
	2013		0		0		0		0		0		0		0		0

Patrice McMorrow(6)	2015		150,000														150,000
Former Executive Vice President	2014		40,625		0		0		0		0		0		0		40,625
of Business Development	2013		0		0		0		0		0		0		0		0

Robert Riola (5)	2015
Former Chief Technology	2014		102,500		0		0		0		0		0		32,500		135,000
Officer	2013		0		0		0		0		0		0		58,262		58,262

~~Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.~~39

Our authorized capital stock consists of 75,000,000 shares, of which 65,000,000 are for shares of common stock, par value $0.001 per share, and 10,000,000 are for shares of blank check preferred stock, par value $0.001 per share. As of April 15, 2015, there were 48,014,424 shares of our common stock issued and outstanding, all of which were fully paid, non-assessable and entitled to vote. Each share of our common stock entitles its holder to one vote on each matter submitted to the stockholders.

1.	During 2013, the Company completed a capital raise of approximately $475,000 at $2.00 per share. Dr. Govindan Gopinathan was issued approximately 21.3 million shares post capital raise (Pre-Reverse Stock Split) which were subsequently valued at $2.00 per share for the 2013 fiscal year end. The compensation charge affiliated with such issuance is solely based on the way the value of these shares is accounted for under GAAP. The shares issued to Dr. Govindan Gopinathan were valued at $2.00 per share.

2.	On October 31, 2016, Dr. Govindan Gopinathan was appointed Executive Chairman of the Board of Directors of the Company.

433. All Other Compensation reflects consulting fees paid.

~~The~~4. ~~following~~In ~~table~~accordance ~~provides~~with SEC rules, the ~~names~~amounts ~~and addresses~~shown reflect the aggregate grant date fair value of ~~each~~the ~~person~~warrants ~~known~~granted to usMr. toNicolette ~~own~~during ~~more~~2014, ~~than~~computed 5%in ofaccordance ~~our~~with ~~outstanding~~Financial ~~shares~~Accounting ofStandards ~~common~~Board ~~stock~~Accounting asStandards Codification Topic 718. The 1,000,000 warrants issued were valued at the grant date value of ~~April~~$0.6885 15based upon a Black-Scholes-Merton model resulting in a grant date fair value of $688,454. ~~2015~~The warrants outstanding are being amortized over their respective vesting periods. The Company expensed an aggregate $516,340 ~~and~~during by 2014 in relation to the ~~officers~~warrants ~~and~~granted ~~directors~~to Mr. Nicolette. For a description of the assumptions used to calculate the amounts in the table, ~~individually~~see Note 2 – Summary of Significant Accounting Policies and asNote a13—Commitments ~~group~~and Contingencies found in the F-pages. ~~Except~~On asApril ~~otherwise~~14, ~~indicated~~2016, ~~all~~Thomas ~~shares~~Nicolette ~~are~~resigned ~~owned~~as ~~directly~~President ~~and~~of the ~~shareholders listed~~Company. ~~possesses~~On ~~sole~~June ~~voting~~30, ~~and~~2016, ~~investment~~Thomas ~~power~~Nicolette ~~with~~resigned ~~respect~~as toChief Executive Officer of the ~~shares~~Company ~~shown~~and a member of the Company’s board of directors.

Name(1)	Number of Common Shares Beneficially Owned(2)		Percent of Class(3)
Dr. Govindan Gopinathan (4) Chairman of the Board of Directors		3,206,581		6.70	%
Thomas Nicolette(4)(5) President, Chief Executive Officer and Director		2,500,000		5.20	%
Patrice McMorrow (7) Executive Vice President of Business Development		250,000		*	%
Three Officers and Directors as a Group		5,956,581		12.40	%
5% or Greater Stockholders
Gopinathan Family Retained Annuity Trust(6)		4,000,000		8.33	%
Govindan Gopinathan Irrevocable Trust(6)		4,400,000		9.16	%

5.	On April 1, 2016, Mr. Riola resigned as Vice President of Operations of the Company.

*less than 1%

6.	On March 29, 2016, Patrice McMorrow resigned as Executive Vice President of Business Development of the Company.

7.	On April 14, 2016, Jonathan Loutzenhiser was appointed as President and a member of the Board of Directors of the Company.

1. Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table. Unless otherwise indicated, the address of the beneficial owner is 650 First Avenue, Third Floor, New York, New York 10016.Consulting Agreements

2Mr. Thomas Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants. There are 48,014,424 shares of Common Stock issued and outstanding as of April 15, 2015.Nicolette

3On July 1, 2014, Mr. ~~Based~~Thomas onNicolette 48entered into a two year consulting agreement to serve as the Company’s Chief Operating Officer (“COO”). The COO will receive monthly fees of $15,~~014~~000. In addition,~~424~~ ~~issued~~the ~~and~~COO ~~outstanding~~received warrants to purchase 1,000,000 shares of ~~Common~~the ~~Stock~~Class asA ofcommon ~~April~~stock, 15with 500,000 warrants vesting on July 1, 2014 and 500,000 warrants vesting on June 30, 2015. The warrants are exercisable for five years at an exercise price of $0.50.

4. On June ~~December 24~~30, ~~2014~~2016, DrMr. ~~Govindan~~Nicolette’s ~~Gopinathan~~consulting ~~was~~agreement ~~appointed~~with ~~Chairman of~~ the ~~Board of Directors of the~~ Company. ~~On the same date, Mr. Nicolette~~ was ~~appointed President, Chief Executive Officer and Director of the Company~~terminated.

5.Outstanding Equity Mr. Nicolette holds warrants to purchase 1,000,000 shares of Common Stock of the Company with 500,000 shares of Common Stock that vested on July 1, 2014 and 500,000 shares which will vest on June 30, 2015 exercisable for five years at an exercise price of $0.50 per share. 6. Dr. Govindan Gopinathan has no beneficial ownership of the shares held in the Gopinathan Family Retained Annuity Trust and the Govindan Gopinathan Irrevocable Trust. 7. Ms. McMorrow holds warrants to purchase 500,000 shares of Common Stock of the Company with 250,000 shares of Common Stock that vested on January 1, 2015 and 250,000 shares of Common Stock which will vest on September 30, 2015 exercisable for five years at an exercise price of $0.50 per share. On December 24, 2014, Ms. McMorrow was appointed Executive Vice President of Business Development of the Company.Awards

~~DESCRIPTION~~As of OFDecember ~~SECURITIES~~31, 2015, the Company has no outstanding equity awards.

~~General~~40

~~Our authorized capital stock consists of 75,000,000~~DIRECTOR ~~shares, of which 65,000,000 shares are common stock, par value $0.001 per share and 10,000,000 are for shares of blank check preferred stock, par value $0.001 per share.~~COMPENSATION

44The Company did not award any compensation to directors for their service as such during the years ended December 31, 2015, 2014 and 2013.

~~Common~~Item 12. ~~Stock~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Our authorized capital stock consists of 75,000,000 shares, of which 65,000,000 are for shares of common stock, par value $0.001 per share, and 10,000,000 are for shares of blank check preferred stock, par value $0.001 per share. As of ~~April~~November 15, ~~2015~~2016, there were 4852,~~014~~638,~~424~~ 824 shares of our common stock issued and outstanding, ~~held~~all byof ~~210~~which ~~beneficial~~were ~~owners~~fully paid, non-assessable and entitled to vote. Each share of ~~record~~our common stock entitles its holder to one vote on each matter submitted to the stockholders.

~~Voting~~The following ~~Rights~~table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of November 15, 2016, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.

Each share of stock entitles the holder to one vote for each share on all matters submitted to a stockholder vote. Directors are elected by a plurality of the votes of the shares present in person or represented by proxy at an annual shareholders’ meeting and entitled to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast, unless otherwise provided under the Nevada Revised Statutes. Holders of our stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders.

Name(1)	Number of Common Shares Beneficially Owned(2)		Percent of Class(3)
Dr. Govindan Gopinathan (4) Executive Chairman of the Board of Directors		3,206,581		6.09	%
Jonathan Loutzenhiser(6)		0		0	%
Dr. Joseph Asuncion(7)		0		0	%
Three Officers and Directors as a Group		3,206,581		6.09	%
5% or Greater Stockholders
Gopinathan Family Retained Annuity Trust(5)		4,000,000		7.59	%
Govindan Gopinathan Irrevocable Trust(5)		4,400,000		8.35	%

~~Dividend~~* less ~~Rights~~than 1%

~~Holders~~1. ofExcept ~~our~~as ~~common~~otherwise ~~stock~~indicated, ~~are~~the ~~entitled~~persons ~~to share~~named in ~~all~~this ~~dividends~~table ~~that~~have ~~our~~sole ~~board~~voting and investment power with respect to all shares of ~~directors~~Common Stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in ~~its~~the ~~discretion~~footnotes to this table. Unless otherwise indicated, ~~declares~~the ~~from~~address ~~legally~~of ~~available~~the ~~funds~~beneficial owner is 650 First Avenue, Third Floor, New York, New York 10016.

~~Anti~~2. Pursuant to Rules 13d-~~Takeover~~3 ~~Provisions~~and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants. There are 52,638,824 shares of common stock issued and outstanding as of November 15, 2016.

~~Our charter and bylaws contain provisions that may make it more difficult for a third party to acquire or may discourage acquisition bids for us~~3. ~~Our~~Based ~~Board~~on ~~may~~52, ~~without action of our stockholders~~638,824 ~~issue~~issued ~~authorized~~and ~~but~~outstanding ~~unissued~~ shares of ~~preferred~~common stock. ~~The~~as ~~existence~~ of ~~unissued~~November ~~preferred stock may enable the Board~~15, without further action by the stockholders, to issue such stock to persons friendly to current management or to issue such stock with terms that could render more difficult or discourage an attempt to obtain control of us, thereby protecting the continuity of our management2016. ~~Our shares of preferred stock could therefore be issued quickly with terms that could delay, defer, or prevent a change in control of us, or make removal of management more difficult.~~

~~Item~~4. 13On October 31, 2014, Dr. ~~Certain~~Govindan ~~Relationships~~Gopinathan ~~and~~was ~~Related~~appointed ~~Transactions~~Executive Chairman of the Board of Directors of the Company.

~~Except~~5. asDr. ~~disclosed~~Govindan ~~below,~~Gopinathan ~~none~~has ofno ~~our officers, directors, proposed director nominees,~~ beneficial ~~owners~~ownership of ~~more~~the ~~than 10% of our~~ shares ofheld ~~common~~in ~~stock,~~the orGopinathan ~~any~~Family ~~relative~~Retained orAnnuity ~~spouse of~~Trust ~~any~~and of the ~~foregoing~~Govindan ~~persons,~~Gopinathan orIrrevocable ~~any~~Trust. ~~relative~~6. ofOn ~~such~~April ~~spouse~~14, ~~who~~2016, ~~has~~Jonathan ~~the~~Loutzenhiser ~~same~~was ~~house~~appointed asPresident ~~such~~and ~~person or who is~~ a ~~director~~member ~~or officer~~ of ~~any~~the ~~parent~~Board orof ~~subsidiary~~Directors of ~~our~~the Company,. ~~has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party~~7. InOn ~~the~~April ~~event~~14, ~~a related party transaction is proposed~~2016, ~~such transaction will be presented to our board of directors for consideration and approval~~Dr. ~~Any~~Joseph ~~such~~Asuncion ~~transaction will~~was ~~require~~appointed ~~approval~~as by a ~~majority~~member of the ~~disinterested~~Board ~~directors~~of ~~and~~Directors ~~such~~of ~~transactions~~the ~~will be on terms no less favorable than those available to disinterested third parties~~Company.

Dr. Govindan Gopinathan provided consulting services for the company. Consulting expenses pertaining to his services were $148,000 and $94,600 for the years ended December 31, 2014 and 2013, respectively.41

~~Director~~DESCRIPTION OF ~~Independence~~SECURITIES

The common stock of the Company is currently quoted on the OTC Markets quotation systems which currently does not have director independence requirements. On an annual basis, each director and executive officer will be obligated to disclose any transactions with the Company in which a director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest in accordance with Item 407(a) of Regulation S-K. Following completion of these disclosures, the Board will make an annual determination as to the independence of each director using the current standards for “independence” that satisfy the criteria for the NASDAQ.General

AsOur authorized capital stock consists of ~~April~~75,000,000 15shares, ~~2015~~of which 65,000,000 ~~the~~shares ~~Board~~are ~~has~~common ~~determined~~stock, par value $0.001 per share ~~that~~and ~~none~~10,000,000 are for shares of ~~its~~blank ~~directors~~check ~~are~~preferred ~~independent~~stock, ~~under~~par ~~these~~value ~~standards:~~$0.001 per share.

45Common Stock

~~Item~~As of ~~14.~~November ~~Principal~~15, ~~Accountant~~2016, ~~Fees~~there were 52,638,824 shares of our common stock issued and ~~Services~~outstanding held by 220 shareholders of record.

~~Audit Fees~~Voting Rights

~~(a)~~Each share ~~The~~of ~~aggregate~~stock ~~fees~~entitles ~~billed~~the byholder ~~RRBB~~to ~~Accountants and~~one ~~Advisors~~vote for each share on all matters submitted to a stockholder vote. Directors are elected by a plurality of the ~~audit~~votes of the ~~Company~~shares present in person or represented by proxy at an annual shareholders’s ~~financial~~meeting ~~statements~~and entitled ~~for~~to vote on the ~~fiscal~~election ~~years~~of ~~ended~~directors. ~~December~~Any ~~31,~~other ~~2014~~action ~~and~~shall ~~2013~~be authorized by a majority of the votes cast, ~~were~~unless otherwise ~~$38~~provided under the Nevada Revised Statutes. Holders of our stock representing a majority of the voting power of our capital stock issued,~~000~~ outstanding and ~~$30~~entitled to vote,~~000~~ represented in person or by proxy, ~~respectively~~are necessary to constitute a quorum at any meeting of our stockholders.

~~Audit Related Fees~~Dividend Rights

~~(b)~~Holders of ~~RRBB~~our ~~Accountants~~common ~~and~~stock ~~Advisors~~are ~~did~~entitled ~~not~~to ~~bill the~~share ~~Company~~in ~~any~~all ~~amounts~~dividends ~~for assurance and related services~~ that ~~were~~our ~~related~~board ~~to its audit or review~~ of ~~the~~directors, ~~Company’s~~in ~~financial statements~~its ~~during the fiscal years ended December 31~~discretion, ~~2014~~declares ~~and~~from ~~2013,~~legally available ~~respectively~~funds.

~~Tax Fees~~Anti-Takeover Provisions

~~(c)~~Our charter ~~The~~and ~~aggregate~~bylaws ~~fees~~contain ~~billed~~provisions bythat ~~RRBB~~may ~~Accountants and~~make ~~Advisors~~it more difficult for ~~tax~~a ~~compliance,~~third ~~advice~~party ~~and~~to ~~planning~~acquire ~~were~~or $0may discourage acquisition bids for us. Our Board may, without action of our stockholders, issue authorized but unissued shares of preferred stock. The existence of unissued preferred stock may enable the ~~fiscal~~Board, ~~year~~without ~~ended~~further ~~December~~action 31by the stockholders, ~~2014~~to ~~and~~issue $0such ~~for~~stock to persons friendly to current management or to issue such stock with terms that could render more difficult or discourage an attempt to obtain control of us, thereby protecting the ~~fiscal~~continuity of our management. Our shares of preferred stock could therefore be issued quickly with ~~year~~terms ~~ended~~that ~~December~~could 31delay, ~~2013~~defer, or prevent a change in control of us, or make removal of management more difficult.

~~All~~Item 13. ~~Other~~Certain ~~Fees~~Relationships and Related Transactions.

~~(d)~~Except as ~~RRBB~~disclosed ~~Accountants~~below, ~~and~~none ~~Advisors~~of ~~did~~our ~~not~~officers, ~~bill~~directors, proposed director nominees, beneficial owners of more than 10% of our shares ~~the~~of ~~Company~~common ~~for~~stock, or any ~~products~~relative ~~and~~or ~~services~~spouse ~~other~~of ~~than~~any of the foregoing ~~during~~persons, or any relative of such spouse who has the ~~fiscal~~same ~~years~~house as ~~ended~~such ~~December~~person 31or who is a director or officer of any parent or subsidiary of our Company, ~~2014~~has ~~and~~any ~~2013~~direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party. In the event a related party transaction is proposed, ~~respectively~~such transaction will be presented to our board of directors for consideration and approval. Any such transaction will require approval by a majority of the disinterested directors and such transactions will be on terms no less favorable than those available to disinterested third parties.

46Thomas Nicolette, the former Chief Executive Officer of the Company, provided consulting services for the Company. Consulting expenses pertaining to his services were $180,000 and $90,000 for the year ended December 31, 2015 and 2014.

~~PART IV~~42

~~Item 15. Exhibits, Financial Statement Schedules.~~Director Independence

The common stock of the Company is currently quoted on the OTC Markets quotation systems which currently does not have director independence requirements. On an annual basis, each director and executive officer will be obligated to disclose any transactions with the Company in which a director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest in accordance with Item 407(da) ~~Exhibits.~~of ~~Exhibit~~Regulation NoS-K. ~~Description~~Following completion of these disclosures, the Board will make an annual determination as to the independence of each director using the current standards for “independence” that satisfy the criteria for the NASDAQ.

Exhibit No.		Description
2.1		Acquisition and Plan of Merger Agreement dated December 17, 2014 by and among Clutterbug Move Management, Inc., Clutterbug Acquisition Corp., and iNeedMD Holdings, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2014).
3.1		Certificate of Incorporation of Clutterbug Move Management, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Form S-1 filed with the Securities and Exchange Commission on March 14, 2013).
3.2		By-Laws of Clutterbug Move Management, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Form S-1 filed with the Securities and Exchange Commission on March 14, 2013).
3.3		Certificate of Incorporation of iNeedMD, Inc. (incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2014).
3.4		By-Laws of iNeedMD, Inc. (incorporated herein by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2014).
3.5		Amended Certificate of Incorporation of iNeedMD Holdings, Inc.*
16.1		Letter by KLJ & Associates LLP dated December 24, 2014 (incorporated herein by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2014).
31.1		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
31.2		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
32.1		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
32.2		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
99.1		Letter of Resignation from Victoria Young, dated December 24, 2014 (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2014).

As of November 15, 2016, the Board has determined that none of its directors are independent under these standards:

*Item 14. ~~Filed~~Principal ~~Herewith~~Accountant Fees and Services.

47Audit Fees

~~SIGNATURES~~(a) The aggregate fees billed by RRBB Accountants and Advisors for the audit of the Company’s financial statements for the fiscal years ended December 31, 2015 and 2014, were $58,000 and $38,000, respectively.

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

	INEEDMD HOLDINGS, INC.
Date: April 15, 2015	By:	/s/ Thomas A. Nicolette
	Name:	Thomas A. Nicolette
	Title:	Chief Executive Officer
		(Principal Executive Officer)
		(Principal Financial Officer)
		(Principal Accounting Officer)

(b) RRBB Accountants and Advisors did not bill the Company any amounts for assurance and related services that were related to its audit or review of the Company’s financial statements during the fiscal years ended December 31, 2015 and 2014, respectively.

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

Signature	Title	Date
/s/ Dr. Govindan Gopinathan	Chairman	April 15, 2015
Dr. Govindan Gopinathan
/s/ Thomas A. Nicolette	Chief Executive Officer, Principal Executive	April 15, 2015
Thomas A. Nicolette	Officer, Principal Financial Officer, Principal
	Accounting Officer
/s/ Patrice McMorrow	Executive Vice President of Business Development	April 15, 2015
Patrice McMorrow

(c) The aggregate fees billed by RRBB Accountants and Advisors for tax compliance, advice and planning were $0 for the fiscal year ended December 31, 2015 and $0 for the fiscal year ended December 31, 2014.

48All Other Fees

~~iNeedMD~~(d) RRBB ~~Holdings~~Accountants and Advisors did not bill the Company for any products and services other than the foregoing during the fiscal years ended December 31, ~~Inc~~2015 and 2014, respectively.

~~Financial Statements~~43

~~December 31, 2014 and 2013~~PART IV

~~iNeedMD~~Item 15. ~~Holdings~~Exhibits, ~~Inc~~Financial Statement Schedules.

~~Index~~(d) Exhibits. toExhibit ~~the~~No. ~~Financial Statements~~Description

December 31, 2014 and 2013

Exhibit No.		Description

3.1		Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Form S-1 filed with the Securities and Exchange Commission on March 14, 2013).

3.2		By-Laws (incorporated herein by reference to Exhibit 3.2 to the Company’s Form S-1 filed with the Securities and Exchange Commission on March 14, 2013).

3.3		Certificate of Incorporation of iNeedMD, Inc. (incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2014).

10.1		Share Exchange Agreement by and among the Company, Mediplex Alliances Inc., Jonathan Loutzenhiser and Darryl Cleveland.*

31.1		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*

31.2		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*

32.1		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*

32.2		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*

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*

Contents	Page(s)
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets at December 31, 2014 and 2013	F-3
Consolidated Statements of Operations for the Year Ended December 31, 2014 and 2013	F-4
Consolidated Statements of Stockholders’ Equity (Deficit) at December 31, 2014 and 2013	F-5
Consolidated Statements of Cash Flows for the Year Ended December 31, 2014 and 2013	F-6
Notes to the Financial Statements	F-7

*	Filed Herewith.

~~F-1~~44

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~SIGNATURES

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

iNeedMD Holdings, Inc.

	INEEDMD HOLDINGS, INC.

Date: November 15, 2016	By:	/s/ Govindan Gopinathan
	Name:	Govindan Gopinathan
	Title:	Executive Chairman
		(Principal Executive Officer)
		(Principal Financial Officer)
		(Principal Accounting Officer)

WePursuant to ~~have audited~~ the ~~accompanying~~requirements ~~balance sheets~~ of ~~iNeedMD~~the ~~Holdings,~~Securities ~~Inc.~~Exchange asAct of ~~December 31~~1934, ~~2014~~this ~~and~~report ~~2013,~~has ~~and~~been ~~the~~signed ~~related~~below ~~statements~~by ofthe ~~operations,~~following ~~stockholders~~persons ~~equity~~on ~~(deficit),~~behalf ~~and~~of ~~cash flows for~~ the ~~two~~registrant ~~years~~and ~~then~~in ~~ended. These financial statements are~~ the ~~responsibility~~capacities ofand ~~the Company’s management. Our responsibility is to express an opinion~~ on ~~these~~the ~~financial~~dates ~~statements based on our audits~~indicated.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Signature	Title	Date

/s/ Dr. Govindan Gopinathan	Executive Chairman	November 15, 2016
Dr. Govindan Gopinathan	Principal Executive Officer,
	Principal Financial Officer, Principal Accounting Officer

/s/ Dr. Joseph Asuncion	Director	November 15, 2016
Dr. Joseph Asuncion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of iNeedMD Holdings, Inc. as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the two years then ended, in conformity with U.S. generally accepted accounting principles.45

~~The accompanying~~INEEDMD ~~financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements~~HOLDINGS, the Company had a net loss and net cash used in operations of $40,312,486 and $4,566,234, respectively and has an accumulated deficit totaling $115,340,329 and does not generate any significant revenueINC. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Somerset, New Jersey

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets as of December 31, 2015 and 2014	F-3

Consolidated Statements of Operations for the years ended December 31, 2015 and 2014	F-4

Consolidated Statements of Equity (Deficit) for the for the years ended December 31, 2015 and 2014	F-5

Consolidated Statements of Cash Flows for the for the years ended December 31, 2015 and 2014	F-6

Notes to Consolidated Financial Statements	F-7 - F-20

~~April 15, 2015~~F-1

~~F-2~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~iNeedMD~~To the ~~Holdings,~~Board ~~Inc.~~of Directors and Stockholders of

~~Consolidated~~iNeedMD Holdings, ~~Balance Sheets~~Inc.

	December 31,
	2014			2013
Assets
Current Assets
Cash	$	2,457,622		$	853,908
Accounts receivable, net		—			—
Inventory		148,476			—
Prepaid expenses		9,931			588
Prepaid Interest		—			10,473
Debt issuance costs, net		—			88,480
Total Current Assets		2,616,029			953,449
Property and equipment, net		48,549			—
Other Assets
Security Deposits		7,941			—
Total Other Assets		7,941			—
Total Assets	$	2,672,519		$	953,449
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
Accounts payable and accrued liabilities	$	247,904		$	489,057
Deferred revenue		36,975			—
Convertible notes payable, net of debt discount of $59,177 and $566,667, respectively		140,823			183,333
Note payable		—			250,000
Derivative Liability		1,898,636			898,312
Total Current Liabilities		2,324,338			1,820,702
Non-current Liabilities:
Convertible notes payable, net of debt discount of $0 and $125,844 respectively		—			74,156
Derivative liability		—			389,932
Total Non-current Liabilities		—			464,088
Total Liabilities		2,324,338			2,284,790
Commitments and contingencies
Stockholders' Equity (Deficit)
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 52,271 shares issued and outstanding, respectively		48,014			52
Additional paid-in capital		115,640,496			73,696,450
Accumulated deficit		(115,340,329	)		(75,027,843	)
Total Stockholders' Equity (Deficit)		348,181			(1,331,341	)
Total Liabilities and Stockholders' Equity (Deficit)	$	2,672,519		$	953,449

We have audited the accompanying balance sheets of iNeedMD Holdings, Inc. as of December 31, 2015 and 2014, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two year period ended December 31, 2015. iNeedMD, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

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

~~F-3~~In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of iNeedMD, Inc. as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

~~iNeedMD~~The accompanying ~~Holdings~~financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, ~~Inc~~the Company had a net loss and net cash used in operations of $4,948,188 and $2,345,427, respectively and has an accumulated deficit totaling $120,288,517 and does not generate significant revenue. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Consolidated~~/s/ Rosenberg ~~Statements~~Rich ofBaker ~~Operations~~Berman & Company

	For the Year Ended December 31,
	2014			2013
Revenue	$	910		$	7,539
Cost of revenue		306			5,880
Gross margin		604			1,659
Operating expenses
Compensation		35,038,488			64,761,772
Consulting fees		1,015,522			297,258
Consulting fees - related party		278,000			107,600
Sales and marketing		336,944			149,976
Sales and marketing - related party		20,000			18,500
Research and development		697,142			37,069
General and administrative		1,207,946			281,921
Total operating expenses		38,594,042			65,654,096
Income from operations		(38,593,438	)		(65,652,437	)
Other income (expenses)
Interest income		237			-
Proceeds from insurance settlement		36,365			-
Interest expense		(96,444	)		(99,393	)
Amortization of debt discount		(1,233,334	)		(250,000	)
Amortization of deferred financing costs		(129,459	)		(28,626	)
Debt conversion expense		(100,000	)		-
Derivative expense		(1,141,407	)		(133,087	)
Change in fair value of derivative liabilities		944,994			(139,280	)
Total other income (expenses)		(1,719,048	)		(650,386	)
Net loss	$	(40,312,486	)	$	(66,302,823	)
Net loss per common share
Basic and diluted- Common A shares	$	(1.45	)	$	(1,318.23	)
Weighted average common A shares outstanding - basic and diluted		27,865,356			50,297

Somerset, New Jersey

~~See~~November 14, ~~accompanying notes to the financial statements.~~2016

F-42

iNeedMD Holdings, Inc.

Consolidated ~~Statements of Stockholders’~~ ~~Equity~~Balance ~~(Deficit)~~Sheets

For the Years Ended December 31, 2014 and 2013

	December 31,			December 31,
	2015			2014
Assets
Current Assets
Cash	$	112,195		$	2,457,622
Accounts receivable, net		1,051			-
Inventory		994,732			148,476
Prepaid expenses		9,206			9,931
Total Current Assets		1,117,184			2,616,029

Property and equipment, net		31,013			48,549

Other Assets
Security Deposits		7,941			7,941

Total Other Assets		7,941			7,941

Total Assets	$	1,156,138		$	2,672,519

Liabilities and Stockholders' Equity

Current Liabilities:
Accounts payable and accrued liabilities	$	967,315		$	247,904
Accounts payable and accrued liabilities - related party		26,848
Accrued settlement liability		2,075,000			-
Deferred revenue		35,775			36,975
Convertible notes payable, net of debt discount of $0 and $59,177, respectively		200,000			140,823
Derivative Liability		583,909			1,898,636

Total Current Liabilities		3,888,847			2,324,338

Total Liabilities		3,888,847			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; 53,270,176 and 48,014,424 shares issued and outstanding, respectively		48,540			48,014
Additional paid-in capital		117,507,268			115,640,496
Accumulated deficit		(120,288,517	)		(115,340,329	)
Total Stockholders' Equity (Deficit)		(2,732,709	)		348,181

Total Liabilities and Stockholders' Equity	$	1,156,138		$	2,672,519

	Preferred Stock				Common A Stock				Additional						Total Stockholders'
	Par Value $0.0001				Par Value $0.0001				Paid-in			Accumulated			Equity
	Shares		Amount		Shares		Amount		Capital			Deficit			(Deficit)
Balance - December 31, 2012		400	$	—		17,836	$	18	$	7,782,1112		$	(8,725,020	)	$	(942,890	)
Share-based compensation - Class A common stock		—		—		32,765		33		64,779,339			—			64,779,372
Issuance of Class A common stock for cash		—		—		1,670		1		1,134,999			—			1,135,000
Net loss		—		—		—		—		—			(66,302,823	)		(66,302,823	)
Balance - December 31, 2013		400	$	—		52,271	$	52	$	73,696,450		$	(75,027,843	)	$	(1,331,341	)
Share-based compensation - Class A common stock		—		—		33,891,703		3,3892		33,857,811			—			33,891,703
Issuance of Class A common stock in conjunction with convertible note		—		—		100,000		100		66,567			—			66,667
Conversion of Notes payable into Class A common stock		—		—		200,000		200		199,800			—			200,000
Issuance of Class A common stock in conjunction with legal settlement		—		—		20,000		20		19,980			—			20,000
Beneficial Conversion Feature on convertible note		—		—		—		—		133,333			—			133,333
Issuance of Class A common stock for cash		—		—		450		—		450,000			—			450,000
Issuance of Class A common stock in an offering- net proceeds		—		—		8,400,000		8,400		7,055,565			—			7,063,965
Issuance of warrants to consultants		—		—		—		—		516,340			—			516,340
Reverse merger fees		—		—		—		—		(350,000	)		—			(350,000	)
Additional Shares resulting from the reverse merger		—		—		5,350,000		5,350		(5,350	)		—			—
Net loss		—		—		—		—		—			(40,312,486	)		(40,312,486	)
Balance - December 31, 2014		400	$	—		48,014,424	$	48,014	$	115,640,496		$	(115,340,329	)	$	348,181

See the accompanying notes to these consolidated financial statements

~~See accompanying notes to the financial statements.~~F-3

~~F-5~~iNeedMD Holdings, Inc.

~~iNeedMD~~Consolidated Statements ~~Holdings,~~of ~~Inc.~~Operations

Consolidated Statements of Cash Flows

	Year Ended December 31,
	2015			2014
Revenue	$	44,165		$	910

Cost of revenue		138,277			306

Gross (loss) profit		(94,112	)		604

Operating expenses
Compensation		970,246			35,038,488
Consulting fees		267,806			1,015,522
Consulting fees - related party		185,000			278,000
Sales and marketing		109,068			336,944
Sales and marketing - related party		-			20,000
Research and development		87,300			697,142
General and administrative		1,109,260			1,207,946

Total operating expenses		2,728,680			38,594,042

Loss from operations		(2,822,792	)		(38,593,438	)

Other income (expenses)
Interest income		198			237
Settlement expense		(2,075,000	)		-
Proceeds from insurance settlement		-			36,365
Interest expense		(19,000	)		(96,444	)
Amortization of debt discount and issuance costs		(59,177	)		(1,362,793	)
Debt conversion expense		-			(100,000	)
Derivative expense		-			(1,141,407	)
Change in fair value of derivative liabilities		27,583			944,994

Total other income (expenses)		(2,125,396	)		(1,719,048	)

Income tax provision		-			-

Net loss	$	(4,948,188	)	$	(40,312,486	)

Net loss per common share
Basic and diluted- Common A shares	$	(0.10	)	$	(1.45	)

Weighted average common A shares outstanding - basic and diluted		48,058,380			27,865,356

	For the Year Ended December 31,
	2014			2013
Cash Flows From Operating Activities:
Net loss	$	(40,312,486	)	$	(66,302,823	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation expense		8,680			—
Loss on disposal of property and equipment		9,788			—
Amortization of debt issuance costs on notes payable		129,459			28,626
Amortization of debt discount on notes payable		1,233,334			250,000
Derivative expense		1,141,407			133,087
Change in fair value of derivative liabilities		(944,994	)		139,280
Share based payments- Class A common stock		33,891,703			64,779,372
Share based payments- warrants issued to consultants		516,340			—
Debt Conversion Expense		100,000			—
Changes in operating assets and liabilities:
Inventory		(148,476	)		—
Prepaid expenses		(9,343	)		7,178
Prepaid interest		10,473			(4,715	)
Security deposits		(7,941	)		—
Accounts payable and accrued liabilities		(221,153	)		17,592
Deferred revenue		36,975			—
Net Cash Used by Operating Activities		(4,566,234	)		(952,403	)
Cash Flows from Investing Activities:
Purchase of property and equipment		(67,017	)		—
Repayment of loans to consultants		—			47,000
Reverse merger fees		(350,000	)		—
Net Cash (Used In) Provided by Investing Activities		(417,017	)		47,000
Cash Flows from Financing Activities:
Net repayment to related party		—			(87,300	)
Payment of debt issuance costs		(27,000	)		(90,000	)
Proceeds from the issuance of convertible notes		600,000			750,000
Repayment of notes payable		(150,000	)		—
Repayment of convertible notes		(1,350,000	)		—
Net proceeds from the issuance of Class A common stock		7,513,965			1,135,000
Net Cash Provided By Financing Activities		6,586,965			1,707,700
Net change in cash		1,603,714			802,297
Cash at beginning of year		853,908			51,611
Cash at end of year	$	2,457,622		$	853,908
Supplemental disclosures of cash flow information:
Interest paid	$	67,444		$	83,320
Income taxes		—			—
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		$	27,106
Debt discount in conjunction with the recording of the original value of the derivative liability	$	400,000		$	750,000
Debt discount in conjunction with Class A common stock issued with convertible notes payable	$	66,667		$	—
Debt discount in conjunction with beneficial conversion feature	$	133,333		$	—
Issuance of Class A common stock in conjunction with a legal settlement	$	20,000		$	—
Conversion of notes payable into Class A common stock	$	200,000		$	—

See the accompanying notes to these consolidated financial statements

~~See accompanying notes to the financial statements.~~F-4

~~F-6~~iNeedMD Holdings, Inc.

~~iNeedMD~~Consolidated ~~Holdings,~~Statements ~~Inc.~~of Equity (Deficit)

~~Notes~~For to the ~~Consolidated~~Period ~~Financial~~January ~~Statements~~1, 2014 through December 31, 2015

December 31, 2014 and 2013

														Total
	Preferred Stock				Common A Stock				Additional					Stockholders'
	Par Value $0.0001				Par Value $0.0001				Paid-in		Accumulated			Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)

Balance - January 1, 2014		400	$	-		52,271	$	52	$	73,696,450	$	(75,027,843	)	$	(1,331,341	)

Share-based compensation - Class A common stock		-		-		33,891,703		33,892		33,857,811		-			33,891,703

Issuance of Class A common stock in conjunction with convertible note		-		-		100,000		100		66,567		-			66,667

Conversion of notes payable into Class A common stock		-		-		200,000		200		199,800		-			200,000

Filing Compare · iNeedMD Holdings, Inc.