UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: ~~September 30~~March 31, ~~2015~~2016

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

For the transition period from __________ to __________

Commission File No. 000-55173

INEEDMD HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		~~454487461~~45-4487461
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

~~650~~366 ~~First~~Veterans ~~Avenue~~Memorial Highway, ~~Third~~Suite ~~Floor~~1

~~New York~~Commack, New York ~~10016~~11725

(Address of principal executive offices)

(212) 256-9669

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☒

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

As of ~~November~~February 167, ~~2015,~~2017 there were 48 52,~~014~~638,~~424~~824 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	108
Item 4.	Controls and Procedures	108
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	119
Item 1A.	Risk Factors	119
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	119
Item 3.	Defaults Upon Senior Securities	119
Item 4.	Mine Safety Disclosures	119
Item 5.	Other Information	119
Item 6.	Exhibits	1110
Signatures		1211

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

INEEDMD HOLDINGS, INC.

Condensed Consolidated balance sheets as of September 30, 2015 (unaudited) and December 31, 2014	F-1
Condensed Consolidated Balance Sheets as of March 31, 2016 (unaudited) and December 31, 2015	F-1
Condensed Consolidated statements of operations for the three and nine months ended September 30, 2015 and 2014 (unaudited)	F-2
Condensed Consolidated Statements of Operations for the three months ended March 31, 2016 and 2015 (unaudited)	F-2
Condensed Consolidated statements of cash flows for the nine months ended September 30, 2015 and 2014 (unaudited)	F-3
Condensed Consolidated Statements of Cash Flows for the for the three months ended March 31, 2016 and 2015 (unaudited)	F-3
Notes to condensed consolidated financial statements	F-4 - F-10
Notes to Condensed Consolidated Financial Statements	F-4 - F-13

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

iNeedMD Holdings, Inc.

Condensed Consolidated Balance Sheets

	September 30,			December 31,
	March 31, 2016			December 31, 2015
	2015			2014
	(unaudited)
Assets
Current Assets
Cash	$	~~353~~87,~~061~~534		$	2112,~~457,622~~195
Accounts receivable, net		631,~~217~~051			-1,051
Inventory		1156,~~098,522~~000			~~148~~994,~~476~~732
Prepaid expenses		~~17,169~~-			9,~~931~~206
Total Current Assets		1244,~~531,969~~585			21,~~616~~117,~~029~~184
Property and equipment, net		~~35,397~~-			4831,~~549~~013
Other Assets
Security Deposits		7,941			7,941
Total Other Assets		7,941			7,941
Total Assets	$	1252,~~575,307~~526		$	21,~~672~~156,~~519~~138
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued liabilities	$	~~834~~1,~~807~~212,153		$	~~247~~967,~~904~~315
Deferred revenue		35,775			36,975
Accounts payable and accrued liabilities - related party		56,848			26,848
Convertible notes payable, net of debt discount of $9,314 and $59,177, respectively		190,686			140,823
Accrued settlement liability		125,000			2,075,000
Derivative Liability		1,810,452			1,898,636
Deferred revenue		205,775			35,775
Total Current Liabilities		2,871,720			2,324,338
Convertible notes payable		200,000			200,000
Total Liabilities		2,871,720			2,324,338
Derivative liability		754			583,909
Total Current Liabilities		1,800,530			3,888,847
Total Liabilities		1,800,530			3,888,847
Commitments and contingencies
Stockholders' Equity
Preferred Stock par value $0.001: 10,000,000 shares authorized;
Preferred Stock par value $0.001: 10,000,000 shares authorized; 400 and 400 shares issued and outstanding, respectively		-			-
400 and 400 shares issued and outstanding, respectively		-			-
Class A Common Stock par value $0.001: 65,000,000 shares authorized; 54,569,576 and 53,270,176 shares issued and outstanding, respectively		54,570			53,270
Class A Common Stock par value $0.001: 65,000,000 shares authorized;
Additional paid-in capital		117,539,648			117,502,538
48,014,424 and 48,014,424 shares issued and outstanding, respectively		48,014			48,014
Accumulated deficit		(119,142,222	)		(120,288,517	)
Additional paid-in capital		116,220,650			115,640,496
Total Stockholders' Equity (Deficit)		(1,548,004	)		(2,732,709	)
Accumulated deficit		(117,565,077	)		(115,340,329	)
Total Liabilities and Stockholders' Equity	$	252,526		$	1,156,138
Total Stockholders' Equity (Deficit)		(1,296,413	)		348,181
Total Liabilities and Stockholders' Equity	$	1,575,307		$	2,672,519

See the accompanying notes to these condensed consolidated financial statements

F-1

iNeedMD Holdings, Inc. ~~Condensed Consolidated Statements of Operations (unaudited)~~

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue	$	64,498		$	-		$	86,176		$	-
Cost of revenue		19,209			-			32,100			-
Gross profit		45,289			-			54,076			-
Operating expenses
Compensation		119,829			651,324			906,637			34,775,497
Consulting fees		129,547			278,205			232,723			823,320
Consulting fees - related party		45,000			60,000			140,000			243,385
Sales and marketing		-			-			174,369			443,398
Sales and marketing - related party		-			-			-			20,000
Research and development		17,000			314,136			63,300			519,309
General and administrative		299,797			588,187			786,087			991,500
Total operating expenses		611,173			1,891,852			2,303,116			37,816,409
Loss from operations		(565,884	)		(1,891,852	)		(2,249,040	)		(37,816,409	)
Other income (expenses)
Interest income		90			83			182			83
Interest expense		(4,789	)		(24,951	)		(14,211	)		(81,988	)
Amortization of debt discount		(16,804	)		(84,203	)		(49,863	)		(1,091,988	)
Amortization of debt issuance costs		-			-			-			(129,459	)
Derivative expense		-			-			-			(1,141,407	)
Change in fair value of derivative liabilities		31,354			74,498			88,184			924,577
Total other income (expenses)		9,851			(34,573	)		24,292			(1,520,182	)
Income tax provision		-			25			-			25
Net loss	$	(556,033	)	$	(1,926,450	)	$	(2,224,748	)	$	(39,336,616	)
Net loss per common share
Basic and diluted- Common A shares	$	(0.01	)	$	(0.05	)	$	(0.05	)	$	(1.73	)
Weighted average common A shares outstanding - basic and diluted		48,014,424			41,270,946			48,014,424			22,782,704

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended March 31,
	2016			2015
Revenue	$	-		$	12,306

Cost of revenue		-			12,142
Write-off of obsolete inventory		838,732			-

Gross (loss) profit		(838,732	)		164

Operating expenses
Compensation		148,510			505,303
Consulting fees		2,200			45,496
Consulting fees - related party		45,000			50,000
Sales and marketing		36,509			93,871
Research and development		-			30,000
General and administrative		262,528			230,265

Total operating expenses		494,747			954,935

Loss from operations		(1,333,479	)		(954,771	)

Other income (expenses)
Interest income		-			92
Interest expense		(26,019	)		(4,685	)
Amortization of debt discount and issuance costs		-			(16,438	)
Loss on disposal of fixed assets		(27,362	)		-
Change in fair value of settlement liability		1,950,000			-
Change in fair value of derivative liabilities		583,155			12,500

Total other income (expenses)		2,479,774			(8,531	)

Income tax provision		-			-

Net income (loss)	$	1,146,295		$	(963,302	)

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

Weighted average common A shares outstanding - basic and diluted		52,579,623			48,014,424

See the accompanying notes to these condensed consolidated financial statements

F-2

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

	Nine Months Ended September 30,
	2015			2014
Cash Flows From Operating Activities:
Net loss	$	(2,224,748	)	$	(39,336,616	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation expense		13,152			4,361
Amortization of debt issuance costs on notes payable		-			129,459
Amortization of debt discount on notes payable		49,863			1,091,988
Derivative expense		-			1,141,407
Change in fair value of derivative liabilities		(88,184	)		(924,577	)
Share based payments - warrants and Class A common stock issued to employees and consultants		580,154			34,321,986
Changes in operating assets and liabilities:
Accounts receivable		(63,217	)		-
Inventory		(950,046	)		(31,145	)
Prepaid expenses		(7,238	)		(23,578	)
Prepaid interest		-			10,473
Security deposit		-			(7,941	)
Accounts payable and accrued liabilities		586,903			(193,966	)
Deferred revenue		(1,200	)		-
Net Cash Used by Operating Activities		(2,104,561	)		(3,818,149	)
Cash Flows from Investing Activities:
Purchase of equipment		-			(67,819	)
Cash Flows from Investing Activities:		-			(67,819	)
Cash Flows from Financing Activities:
Payment of debt issuance costs		-			(27,000	)
Repayment of convertible notes		-			(1,150,000	)
Proceeds from the issuance of convertible notes		-			600,000
Proceeds from common stock subscribed		-			7,063,965
Net proceeds from the issuance of Class A common stock		-			450,000
Net Cash Provided By Financing Activities		-			6,936,965
Net change in cash		(2,104,561	)		3,050,997
Cash at beginning of reporting period		2,457,622			853,908
Cash at end of reporting period	$	353,061		$	3,904,905
Supplemental disclosures of cash flow information:
Interest paid	$	-		$	39,749
Income taxes paid	$	-		$	25
Supplemental disclosure of non-cash investing and financing activities:
Debt issuance costs paid in the form of stock warrants on convertible notes payable	$	-		$	13,979
Debt discount in conjunction with the recording of the original value of the derivative liability	$	-		$	400,000
Debt discount in conjunction with Class A common stock issued with convertible note payable	$	-		$	66,667
Debt discount in conjunction with beneficial ownership feature	$	-		$	133,333
Stock issuance costs paid in the form of warrants	$	-		$	664,869

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,
	2016			2015

Cash Flows From Operating Activities:
Net income (loss)	$	1,146,295		$	(963,302	)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Depreciation expense		3,651			4,384
Allowance for inventory obsolescence		838,732			-
Loss on disposal of property and equipment		27,362			-
Amortization of debt discount on notes payable		-			16,438
Change in fair value of derivative liabilities		(583,155	)		(12,500	)
Change in fair value of settlement liability		(1,950,000	)
Share based payments - warrants and Class A common stock issued to employees and consultants		19,205			358,087
Non-cash compensation		100,805
Changes in operating assets and liabilities:
Accounts receivable		-			(4,985	)
Inventory		-			(212,586	)
Prepaid expenses		9,206			9,931
Accounts payable and accrued liabilities		201,038			47,719
Accounts payable and accrued liabilities - related party		30,000			-
Deferred revenue		-			(1,200	)

Net Cash Used by Operating Activities		(156,861	)		(758,014	)

Cash Flows from Investing Activities:
Cash acquired		132,200			-

Net Cash Flows Provided by Investing Activities		132,200			-

Net change in cash		(24,661	)		(758,014	)
Cash at beginning of reporting period		112,195			2,457,622

Cash at end of reporting period	$	87,534		$	1,699,608

Supplemental disclosures of cash flow information:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

See the accompanying notes to these condensed consolidated financial statements

F-3

iNeedMD Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 1 - Organization and Operations

~~INeedMD~~ iNeedMD Holdings, Inc. (“iNeedMD” or the “Company”) is a holding company and was incorporated on February 161, ~~2000~~2012, under the laws of the State of ~~Delaware~~Nevada. The Company’s iswholly owned subsidiary, iNeedMD, Inc., incorporated on February 16, 2000 under the laws of the State of Delaware, operates as a medical device company that has developed a disposable device used in the diagnosis, prevention, and monitoring of cardiovascular disease. On January 27, 2014, a new subsidiary was formed in India called iNeedMD Medical Device Private Ltd. The purpose of the formation of the subsidiary was to provide sales and distribution in India.

The Merger

Effective December 24, 2014, Clutterbug Move Management, Inc. a Nevada corporation (“Clutterbug”), Clutterbug Acquisition Corp, a Nevada corporation and wholly-owned subsidiary of Clutterbug (“Merger Sub”), iNeedMD and Victoria Young an individual (the “Majority Shareholder”), entered into an Acquisition Agreement and Plan of Merger (the “Agreement”) pursuant to which the Merger Sub was merged with and into iNeedMD, with iNeedMD surviving as a wholly-owned subsidiary of Clutterbug (the “Merger”). The transaction (the “Closing”) took place on December 24, 2014 (the “Closing Date”). Clutterbug acquired, through a reverse triangular merger, all of the outstanding capital stock of iNeedMD in exchange for issuing iNeedMD’s shareholders (the “iNeedMD Shareholders”), pro-rata, a total of 42,464,424 shares of Clutterbug’s common stock. Immediately after the Merger was consummated, the Majority Shareholder of Clutterbug cancelled 5,350,000 shares of her restricted common stock of Clutterbug (the “Cancellation”). In consideration of the Cancellation of such common stock, iNeedMD paid the Majority Shareholder an aggregate of $350,000 and released the other affiliates from certain liabilities. In addition, iNeedMD agreed to spinout to the Majority Shareholder any and all assets related to the Company’s senior move management and assistance services business within 30 days after the Closing. As a result of the Merger and the Cancellation, the iNeedMD Shareholders became the majority shareholders of the Company.

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

Effective March 16, 2016 (the “Closing Date”), 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 will issue to the Shareholders in accordance with their ownership in Mediplex, (i) 2,500,000 shares of common stock of the Company subject to a Clawback (as defined below) 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”).

If, on the first anniversary of the Closing Date, revenues prepared in accordance with generally accepted accounting principles ("GAAP") attributable to the business acquired from Mediplex for the 12-month period ending on the last day of the month preceding the date of such first anniversary are not greater than $2,500,000 for the 12- month period ending on the last day of the month preceding the date hereof (the "Mediplex Year 1 Revenues"), then the Closing Shares shall be forfeited by Mediplex, and cancelled by the Company, as soon as practicable following the determination of the Mediplex Year l Revenues and the comparison (the " Clawback").

The Company considered the purchase of Mediplex using the acquisition method of accounting as specified in ASC 805 “Business Combinations”. This method of accounting requires the acquirer to (i) record purchase consideration issued to sellers in a business combination at fair value on the date control is obtained, (ii) determine the fair value of any non-controlling interest, and (iii) allocate the purchase consideration to all tangible and intangible assets acquired and liabilities assumed based on their acquisition date fair values.

F-4

The Company considered the above guidance and determined that the Share Exchange did not meet the requirements for a business combination. The Company therefore treated the transaction and the related share issuance as part of an employee contract. The Company recorded the fair value of the shares $19,205 and net liabilities assumed ($81,600) as compensation of $100,805 on the condensed consolidated statements of operations.

Note 2 - Significant and Critical Accounting Policies and Practices

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

Basis of Presentation - Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements ofhave ~~the~~been ~~Company~~prepared ~~should~~on ~~be read in conjunction with~~ the ~~audited financial~~accrual ~~statements~~basis ~~and~~of ~~notes~~accounting ~~thereto for the year ended December 31, 2014 included~~ in ~~the Company’s Form 10-K. The accompanying condensed financial statements have been prepared in~~ accordance with ~~accounting~~U.S. ~~principles~~ generally accepted inaccounting ~~the~~principles ~~United States~~ (“~~U.S.~~ GAAP”) ~~for interim financial information and the rules and regulations of the SEC~~. Accordingly, since they are interim statements, the accompanying condensed financial statements do not include all of the information and notes required by U.S. GAAP for annual financial statements, but reflect all adjustments consisting of normal, recurring adjustments, that are necessary for a fair presentation of the financial position as of September 30, 2015 and results of operations and cash flows for the interim periods presented. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the operating results for the full fiscal year or any future period. The December 31, 2014 balance sheet information was derived from the audited financial statements as of that date.

~~F-4~~The financial statements contained herein have been prepared by the Company in accordance with GAAP for interim financial information. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. The balance sheet at December 31, 2015 was derived from audited financial statements but does not include all disclosures required by GAAP. In the opinion of management, the interim financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2015.

~~Revenue~~Principles ~~Recognition~~of Consolidation

The ~~Company~~condensed ~~follows~~consolidated ~~paragraph~~financial ~~605-10-S99-1~~statements ofinclude the ~~FASB~~accounts ~~Accounting~~of ~~Standards~~the ~~Codification~~Company ~~for~~and ~~revenue~~its ~~recognition~~subsidiaries. ~~The~~All ~~Company~~significant ~~recognizes~~intercompany ~~revenue~~accounts ~~when it is realized or realizable~~ and ~~earned.~~transactions ~~The~~have ~~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~~eliminated ~~(iii)~~in ~~the sales price is fixed or determinable, and (iv) collectability is reasonably assured~~consolidation.

Use of Estimates

The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. ~~Actual results could differ from those estimates.~~ Significant estimates include the useful life of fixed assets and assumptions used in the fair value of stock-based compensation and the valuation of derivative liabilities. Actual results could differ from those estimates.

F-5

Inventory

Inventory is stated using the first-in, first-out (FIFO) valuation method. Inventory was comprised solely of finished goods of $156,000 and $994,732 at March 31, 2016 and December 31, 2015, respectively.

The Company recorded an allowance for obsolete inventory of $838,732 and $0 for the three months ended March 31, 2016 and 2015, respectively.

Property and Equipment

Property and equipment are recorded at cost. Depreciation expense is computed using the straight-line method over the estimated useful lives. Asset lives for financial statement reporting of depreciation are:

Computer equipment	3-5 years
Leasehold improvements	5 years

Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis

Level 3 Financial Liabilities - Derivative conversion features and warrant liabilities

Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the condensed consolidated balance sheet as of ~~September~~March 3031, ~~2015~~2016:

Carrying

Fair Value Measurement Using

Value

Level 1

Level 2

Level 3

Total

Derivative conversion features and warrant liabilities

~~1,810,452~~754

~~The~~Financial ~~table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial~~ assets and liabilities measured at fair value on a recurring basis ~~using~~are ~~significant~~summarized ~~unobservable~~below ~~inputs~~and ~~(Level~~disclosed 3)on ~~during~~ the ~~nine~~condensed ~~months~~consolidated ~~ended~~balance ~~September~~sheet 30as of December 31, 2015:

	Fair Value Measurement Using Level 3 Inputs
	Carrying			Fair Value Measurement Using
	Total
	Value			Level 1		Level 2		Level 3		Total
Balance, January 1, 2015	$	1,898,636
Derivative conversion features and warrant liabilities	$	583,909		$	-	$	-	$	583,909	$	583,909
Change in fair value of derivative liabilities		(88,184	)
Balance, September 30, 2015	$	1,810,452

The ~~fair~~table ~~value~~below provides a summary of the ~~derivative~~changes ~~conversion~~in ~~features~~fair value, including net transfers in and/or ~~warrant~~out, of all financial assets and liabilities asmeasured ofat ~~September~~fair ~~30,~~value ~~2015~~on ~~were~~a ~~calculated~~recurring basis using asignificant ~~Monte Carlo~~unobservable ~~option~~inputs ~~model~~(Level ~~valued~~3) ~~with~~during the ~~following~~three ~~weighted~~months ended ~~average~~March ~~assumptions~~31, 2016:

Dividend Yield		0	%
	Fair Value Measurement Using Level 3 Inputs
Expected Volatility		82.63-94.22	%
	Total
Risk free interest rate		0.08-0.92	%
Balance, January 1, 2016	$	583,909
Contractual term		0.14-3.41 years
Change in fair value of derivative liabilities		(583,155	)
Exercise price	$	0.35-0.50
Balance, March 31, 2016	$	754
Common shares assumed issued		2,354,880

F-56

The fair value of the derivative conversion features and warrant liabilities as of March 31, 2016 were calculated using a Monte Carlo option model valued with the following weighted average assumptions:

Dividend Yield		0	%
Expected Volatility		132.14	%
Risk free interest rate		0.21	%
Contractual term		1.75 years
Exercise price	$	0.35
Common shares assumed issued		754,066

Changes in the observable input values would likely cause material changes in the fair value of the Company’s Level 3 financial instruments. The significant unobservable input used in the fair value measurement is the estimation of the likelihood of the occurrence of a change in the contractual terms of the financial instruments. A significant increase (decrease) in this likelihood would result in a higher (lower) fair value measurement.

Revenue Recognition

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

Deferred Revenue (Liability)

The Company receives up-front payments for goods. These payments are initially deferred and subsequently recognized when the goods are shipped. Deferred revenue at March 31, 2016 and December 31, 2015 was $205,775 and $35,775, respectively.

Income Tax Provision

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

The 2013 through 2015 tax years remain subject to examination by taxing authorities.

F-7

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the reporting periods ended March 31, 2016 or December 31, 2015.

Net Income (Loss) per Common Share

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

The following table shows the outstanding dilutive Class A common shares excluded from the diluted net loss per share calculation as they were anti-dilutive:

	September 30,
	March 31,
	2015		2014
	2016		2015
Warrants		31,~~996~~600,~~740~~209		23,~~996~~246,~~845~~740
Conversion features on convertible notes		698,880		1,072,563
Settlement shares		2,500,000		-
Total potentially dilutive shares		4,695,620		4,069,408
Conversion features on convertible notes		754,066		699,632
Total potentially dilutive shares		4,854,275		3,946,372

The computations of basic and diluted net income attributable to common stockholders are as follows:

	For the Three Months Ended
	March 31, 2016
	Income		Shares(a)
Net income/(loss) attributable to common stockholders	$	1,146,295

Basic net income/(loss) per common share	$	0.02		52,579,623

Net income/(loss) attributable to common stockholders	$	1,146,295		52,579,623
Dilutive securities:
Warrants				-


Diluted net loss	$	1,146,295		52,579,623

Diluted net loss per common share	$	0.02

(a) - Weighted-average common shares outstanding.

Subsequent Events

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

Recently Issued Accounting Pronouncements

In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts 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.

~~In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014~~F-12, Compensation - Stock Compensation. The amendments in this update apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target can be achieved after the requisite service period. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-13D-Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be achieved after the Requisite Service Period, which has been deleted. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. As indicated in the definition of vest, the stated vesting period (which includes the period in which the performance target could be achieved) may differ from the requisite service period. The amendments in this update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating the effects of ASU 2014-12 on the consolidated financial statements.8

FIn February 2016, the FASB issued ASU 2016-602, “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.

In ~~August~~April ~~2014~~2016, the ~~Financial~~FASB ~~Accounting Standards Board~~ issued ~~Accounting~~ASU ~~Standards~~No. ~~Update 2014~~2016-1509, ~~Presentation~~ ~~of Financial~~“Compensation ~~Statements-~~– ~~Going~~Stock ~~Concern. The~~Compensation ~~Update~~(Topic ~~provides U~~718)”.S. ~~GAAP~~The ~~guidance on management’s responsibility in~~FASB ~~evaluating~~issued ~~whether~~this ~~there~~update isto ~~substantial~~improve ~~doubt~~the ~~about~~accounting afor ~~company’s~~employee ~~ability~~share-based topayments ~~continue as a going concern~~ and ~~about~~affect ~~related footnote~~all ~~disclosures.~~organizations ~~For~~that ~~each~~issue ~~reporting period, management will be required to evaluate whether there are conditions or events~~share-based ~~that~~payment ~~raise~~awards ~~substantial doubt about a company’s ability~~ to ~~continue~~their asemployees. aSeveral ~~going~~aspects ~~concern~~of ~~within~~the ~~one~~accounting ~~year~~for ~~from~~share-based ~~the~~payment ~~date~~award ~~the financial~~transactions ~~statements~~ are ~~issued.~~simplified, including: ~~This~~(a) ~~Accounting~~income ~~Standards~~tax ~~Update~~consequences; is(b) ~~the~~classification ~~final version~~ of ~~Proposed~~awards ~~Accounting~~as ~~Standards~~either ~~Update 2013-300-Presentation~~equity ofor ~~Financial~~liabilities; ~~Statements~~and (~~Topic 205~~c): ~~Disclosure~~classification ~~of Uncertainties about an Entity’s Going Concern Presumption,~~on ~~which~~the ~~has~~statement ~~been~~of ~~deleted~~cash flows. The ~~amendments~~updated inguidance ~~this~~is ~~update are~~ effective for ~~the~~ annual ~~period~~periods ~~ending~~beginning after December 15, 2016, including ~~and~~interim ~~for~~periods ~~annual~~within ~~periods~~those ~~and~~fiscal ~~interim~~years. ~~periods~~Early ~~thereafter~~adoption of the update is permitted. The Company is currently evaluating the impact ~~effects~~ of ~~ASU 2014-15 on~~ the ~~consolidated~~new ~~financial statements~~standard.

In April ~~2015~~2016, the ~~Financial~~FASB ~~Accounting~~issued ~~Standards~~ASU ~~Board~~No. ~~issued~~2016-10, ~~Accounting~~“Revenue ~~Standards~~from ~~Update~~Contracts ~~2015-03~~with Customers: Identifying Performance Obligations and Licensing (Topic 606)”. In March 2016, ~~Interest~~the FASB issued ASU No. 2016-~~Imputation~~08, of“Revenue ~~Interest~~from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross verses Net) (Topic 606)”. These amendments provide additional Toclarification ~~simplify~~and ~~presentation~~implementation ofguidance ~~debt~~on ~~issuance~~the ~~costs~~previously issued ASU 2014-09, ~~the~~“Revenue from Contracts with Customers”. The amendments in ~~this~~ASU ~~Update~~2016-10 ~~would~~provide ~~require~~clarifying ~~that~~guidance ~~debt~~on ~~issuance~~materiality ~~costs~~of beperformance ~~presented~~obligations; evaluating distinct performance inobligations; ~~the~~treatment ~~balance~~of ~~sheet~~shipping asand ahandling ~~direct~~costs; ~~deduction~~and ~~from~~determining ~~the~~whether ~~carrying~~an ~~amount~~entity's ofpromise ~~debt~~to ~~liability,~~grant ~~consistent~~a license provides a customer with ~~debt~~either ~~discounts~~a right to use an entity's intellectual property or ~~premiums~~a right to access an entity's intellectual property. The ~~recognition~~amendments ~~and~~in ~~measurement~~ASU ~~guidance~~2016-08 ~~for~~clarify ~~debt~~how ~~issuance~~an ~~costs~~entity ~~would~~should ~~not~~identify bethe ~~affected~~specified bygood ~~the~~or ~~amendments~~service infor ~~this~~the ~~update.~~principal ~~This~~versus agent ~~Accounting~~evaluation ~~Standards~~and ~~Update~~how isit should apply the ~~final~~control ~~version~~principle to certain types of ~~Proposed~~arrangements. ~~Accounting~~The ~~Standards~~adoption ~~Update~~of ~~2014~~ASU 2016-~~250-Interest-Imputation~~10 ofand ~~Interest~~ASU ~~(Subtopic 835~~2016-~~30),~~08 ~~which~~is ~~has~~to ~~been~~coincide ~~deleted.~~with ~~The~~an ~~amendments~~entity's inadoption ~~this~~of ~~update~~ASU ~~are~~2014-09, ~~effective~~which ~~for~~the ~~financial~~Company ~~statements~~intends ~~issued~~to adopt for ~~fiscal~~interim and annual reporting ~~years~~periods beginning after December 15, ~~2015, and interim periods within those fiscal years~~2017. The Company is currently evaluating the ~~effects~~ impact of ~~ASU 2015-03 on~~ the ~~consolidated~~new ~~financial statements~~standard.

~~Note~~In 3May 2016, the FASB issued ASU No. 2016-12, ~~Going~~“Revenue ~~Concern~~from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”, which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition and is effective during the same period as ASU 2014-09. The Company is currently evaluating the impact of the new standard.

AsIn ~~reflected~~August in2016, the ~~accompanying~~FASB ~~financial~~issued ~~statements~~ASU 2016-15, ~~the~~“Statement ~~Company~~of ~~had~~Cash aFlows ~~net~~(Topic ~~loss~~230): Classification of Certain Cash Receipts and ~~net~~Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts ~~used~~and incash ~~operations~~payments ofare ~~$2,224,748~~presented and ~~$2,104,561,~~ ~~respectively,~~classified ~~for~~in the ~~nine~~statement ~~months~~of ~~ended~~cash ~~September~~flows. 30ASU 2016-15 is effective for fiscal years beginning after December 15, ~~2015~~2017. ~~Furthermore,~~The ~~the~~new ~~Company~~standard ~~had~~will arequire ~~working~~adoption ~~capital~~on ~~deficiency and~~a anretrospective ~~accumulated~~basis ~~deficit~~unless ofit ~~$1,339,751~~is ~~and~~impracticable to ~~$117~~apply,~~565,077,~~ ~~respectively,~~in aswhich ofcase ~~September~~it ~~30,~~would ~~2015.~~be ~~The~~required ~~Company~~to ~~does~~apply ~~not~~the ~~generate significant~~amendments ~~revenue.~~prospectively ~~These~~as ~~factors~~of ~~raise~~the ~~substantial~~earliest ~~doubt~~date ~~about~~practicable. ~~the~~The Company’s is ~~ability~~currently toevaluating ~~continue~~the asimpact aof ~~going~~the ~~concern~~new standard.

In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. The Company is currently evaluating the impact of the new standard.

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements.

F-9

Note 3 - Going Concern

As reflected in the accompanying financial statements, the Company had net income and net cash used in operations of $1,146,295 and $156,861, respectively, for the three months ended March 31, 2016. Furthermore, the Company had a working capital deficiency and an accumulated deficit of $1,555,945 and $119,142,222, respectively, as of March 31, 2016. The Company does not generate significant revenue. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

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

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

Note 4 - ~~Derivative~~Property ~~Liabilities~~and Equipment

Property and equipment consisted of the following:

	March 31, 2016		December 31, 2015
Computer equipment	$	-	$	46,938
Leasehold improvements		-		9,450
		-		56,388
Less: Accumulated depreciation		-		(25,375	)
Total	$	-	$	31,013

The Company recorded depreciation expense of $3,651 and $4,384 for the three months ended March 31, 2016 and 2015, respectively. During the three months ended March 31, 2016, the Company disposed of all its fixed assets and recorded a loss on disposal of $27,362.

F-10

Note 5 - Convertible Notes Payable

Convertible notes payable consist of the following:

	March 31,		December 31,
	2016		2015
Chertoff Note		100,000		100,000

Van Damm Note		100,000		100,000

Total Convertible Notes		200,000		200,000

Unamortized Debt Discount		-		-

Total Convertible Notes, Net of Debt Discount		200,000		200,000

Current Portion of Convertible Notes		200,000		200,000

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

During the three months ended March 31, 2016 and 2015, the Company recognized $0 and $16,438 in amortization of the debt discount, respectively, relating to the convertible notes payable.

During the year ended December 31, 2015, the Company entered into a settlement agreement with former note holders which resulted in the conversion of derivative notes and warrants to 3,255,752 shares of common stock.

Note 6 - Derivative Liabilities

The Company identified derivative liabilities associated with the convertible debt and warrants issued from 2012 to 2014.

The Company recorded debt discount to the extent of the gross proceeds of each note, and immediately expensed the remaining derivative value if it exceeded the gross proceeds. The Company recorded a derivative expense of $0 and $0 for the three months ended September 30, 2015 and 2014, respectively. The Company recorded a derivative expense of $0 and $1,141,407 for the nine months ended September 30, 2015 and 2014, respectively.

~~The~~As ~~change~~a inresult ~~fair value~~ of ~~derivative liabilities was a $31,354 gain for~~ the ~~three~~application ~~months~~of ~~ended~~ASC ~~September~~No. 30815, ~~2015 as opposed to a $74,498 gain for~~ the ~~three months ended September 30, 2014. The change in~~ fair ~~value~~values of ~~derivative liabilities was an $88,184 gain for~~ the ~~nine~~Company’s ~~months~~derivative ~~ended~~liabilities ~~September~~are ~~30,~~summarized ~~2015~~ as ~~opposed to a gain of $924,577 for the nine months ended September 30, 2014.~~follows:

F-7

	Note Conversion Features			Warrants		Total
Balance, January 1, 2016		583,909		$	-	$	583,909
Change in fair value		(583,155	)		-		(583,155	)
Balance, March 31, 2016	$	754		$	-	$	754

~~Note~~The change in fair value of derivative liabilities 5was -a ~~Related~~gain ~~Party~~of ~~Transactions~~$583,155 for the three months ended March 31, 2016 compared to a gain of $12,500 for the three months ended March 31, 2015.

Note 7 - Related Party Transactions

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

Govindan Gopinathan, the Executive Board Chairman and largest shareholder of the Company, advanced the Company monies and the Company repaid portions of the advances. The advances were non-interest bearing and have no specified maturity date. As of ~~September~~March 3031, 2016 and December 31, 2015, the Company owed no$56,848 ~~monies~~and $26,848, respectively, to Govindan Gopinathan.

~~Govindan~~Thomas Nicolette, ~~Gopinathan~~the Chief Executive Officer, provided consulting services for the ~~company~~Company. Consulting expenses pertaining to his services were $~~0 and $385 for the three months ended September 30~~45,000 ~~2015~~ and ~~2014, respectively, and are a component of Consulting fees - related party in the consolidated statement of operations.~~ $~~0 and $148~~45,~~385~~000 for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, respectively, and are a component of Consulting fees - related party in the consolidated statement of operations.

~~Thomas~~Arthur ~~Nicolette~~Tilford, ~~the~~a ~~Chief~~former ~~Executive Officer~~Board member, provided consulting services for the Company. Consulting expenses pertaining to his services were $~~45,000~~0 and $605,000 for the three ~~months ended September 30, 2015 and 2014, respectively, and are a component of Consulting fees - related party in~~ ~~the consolidated statement of operations. Consulting expenses pertaining to his services were $135,000 and $60,000 for the nine~~ months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, respectively, and are a component of Consulting fees - related party in the consolidated statement of operations.

Arthur Tilford, a former Board member, provided consulting services for the company. Consulting expenses pertaining to his services were $0 and $0 for the three months ended September 30, 2015 and 2014, respectively, and are a component of Consulting fees F- related party in the consolidated statement of operations. Consulting expenses pertaining to his services were $5,000 and $15,000 for the nine months ended September 30, 2015 and 2014, respectively, and are a component of Consulting fees - related party in the consolidated statement of operations.11

~~Andrew Mininger, a former Board member, provided consulting services for the company. Consulting expenses~~Note ~~pertaining~~8 ~~to his services were $0 and $0 for the three months and ended September 30, 2015 and 2014, respectively, and are a component of Consulting fees~~ - ~~related~~Stockholders’ party in the consolidated statement of operations. Consulting expenses pertaining to his services were $0 and $20,000 for the nine months and ended September 30, 2015 and 2014, respectively, and are a component of Consulting fees - related party in the consolidated statement of operations.Equity

Dalen Harrison, a former Board member, provided sales and marketing services for the company. Sales and marketing expenses pertaining to his services were $0 and $0 for the three months ended September 30, 2015 and 2014, respectively, and are a component of Sales and marketing- related party in the consolidated statement of operations. Sales and marketing expenses pertaining to his services were $0 and $20,000 for the nine months ended September 30, 2015 and 2014, respectively, and are a component of Sales and marketing- related party in the consolidated statement of operations.

F-8

Note 6 - Convertible Notes Payable

Convertible notes payable consist of the following:

	September 30,			December 31,
	2015			2014
Chertoff Note		100,000			100,000
Van Damm Note		100,000			100,000
Total Convertible Notes		200,000			200,000
Unamortized Debt Discount		(9,314	)		(59,177	)
Total Convertible Notes, Net of Debt Discount		190,686			140,823
Current Portion of Convertible Notes		190,686			140,823
Long-Term Convertible Notes less Current Portion	$	-		$	-

During the three months ended September 30, 2015 and 2014, the Company recognized $16,804 and $84,203 in amortization of the debt discount, respectively, relating to the convertible notes payable. During the nine months ended September 30, 2015 and 2014, the Company recognized $49,863 and $1,091,988 in amortization of the debt discount, respectively, relating to the convertible notes payable.

During the three months ended September 30, 2015 and 2014, the Company recognized $0 and $0 in amortization of the debt issuance costs, respectively, relating to the convertible notes payable. During the nine months ended September 30, 2015 and 2014, the Company recognized $0 and $129,459 in amortization of the debt issuance costs, respectively, relating to the convertible notes payable.

Note 7 - Stockholders’ Equity

Stock-Based Compensation

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

	For The Nine Months Ended September 30,
	For The Three Months Ended March 31,
	2015			2014
	2016			2015
Risk free interest rate		~~1.61~~-	%		1.~~55-1.74~~61	%
Dividend yield		~~0.00~~-	%		0.00	%
Expected volatility		~~96.53~~-	%		~~101-117~~96.53	%
Expected life in years		~~5.00~~-			5.00
Forfeiture Rate		~~0.00~~-	%		0.00	%

Stock Warrants

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

~~F-9~~The following is a summary of the Company’s stock warrant activity during the three months ended March 31, 2016:

The following is a summary of the Company’s stock warrant activity during the nine months ended September 30, 2015:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life

Outstanding – January 1, 2016		2,340,740	$	0.79		3.39
Granted		-		-		-
Exercised		-		-		-
Forfeited/Cancelled		-		-		-
Outstanding – March 31, 2016		2,340,740	$	0.79		3.14
Exercisable – March 31, 2016		2,340,740	$	0.79		3.14

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding - January 1, 2015		3,496,740	$	0.83		4.30
Granted		500,000	$	0.50		4.25
Exercised		-		-
Forfeited/Cancelled		-		-
Outstanding - September 30, 2015		3,996,740	$	0.79		3.64
Exercisable - September 30, 2015		3,996,740	$	0.79		3.64

At March 31, 2016, the total intrinsic value of warrants outstanding and exercisable was $1,578,000.

~~At September~~Stock-based ~~30,~~compensation ~~2015,~~for stock warrants has been recorded in the ~~total~~condensed ~~intrinsic~~consolidated ~~value~~statements of ~~warrants~~operations ~~outstanding~~ and ~~exercisable~~totaled ~~was~~$0 and $1358,~~578~~087 for the three months ended March 31,~~000~~ 2016 and 2015, respectively.

~~Stock-based~~As ~~compensation for stock warrants has been recorded in the consolidated statements~~ of ~~operations~~March ~~and totaled $68~~31,~~005~~ ~~and $430~~2016,~~283 for~~ ~~the~~unrecognized ~~three~~compensation ~~months~~costs ~~ended~~related ~~September~~to ~~30, 2015 and 2014, respectively. Stock~~non-~~based~~vested ~~compensation for stock~~ warrants ~~has~~was ~~been recorded in the consolidated statements of operations and totaled~~ $~~580,154 and $430,283 for the nine months ended September 30, 2015 and 2014, respectively~~0.

AsNote of9 ~~September 30, 2015, unrecognized compensation costs related to non~~-~~vested~~ ~~warrants~~Significant ~~was~~Risks ~~$0.~~and Uncertainties

Note 8 - Significant Risks and Uncertainties

Accounts Payable Concentrations

Accounts payable from a single vendor in any one year can exceed 10% of our total purchases. As of ~~September~~March 3031, ~~2015~~2016, ~~one~~two ~~vendor~~vendors represented 9562% of our accounts payable. As of December 31, ~~2014~~2015, ~~three~~two vendors represented 6688% of our accounts payable. The loss of any key vendor would have to be replaced by others or our inability to do so may have a material adverse effect on our business and financial condition.

~~Note 9~~ F- ~~Commitments and Contingencies~~12

Note 10 - Commitments and Contingencies

Employment Agreement

On January 1, 2016, Mr. Jonathan Loutzenhiser joined Mediplex as Chief Executive Officer. Under the terms of the contract, Mr. Loutzenhiser will receive an annual base salary of $180,000 and will be eligible for bonuses during the initial three year term of the agreement and any renewal or extension period thereafter.

Litigation

The Company is from time to time involved in legal proceedings in the ordinary course of business. It does not believe that below claim and proceeding against it is likely to have a material adverse effect on its financial condition or results of operations.

The Company and its board of directors are currently involved in litigation against Michael E. Makover, M.D. (“Makover”). On April 30, 2015, Makover filed a class action complaint in the Court of Chancery of the State of Delaware alleging claims including breaches of fiduciary duties. On October 29, 2015, 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. AsOn ofAugust 22, 2016 the ~~date~~Company ~~hereof~~and Makover participated in a mediation 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 ~~continuing~~contingent ~~good~~upon ~~faith~~the Company securing additional financing. As of March 31, 2016, the Company accrued $125,000 as the potential settlement ~~discussions~~liability. The liability is based on the payment to ~~work~~be ~~towards~~made to anMakover ~~amicable~~and ~~resolution~~the valuation of ~~this~~the ~~matter~~shares to be issued using the estimated share price or $0.01 per share as of March 31, 2016.

Operating Leases

Rent expense was $3711,~~746~~565 and $5312,~~301~~286 for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, respectively. Future minimum payments of ~~the~~ the Company’s leases are as follows:

2015 (remainder of year)	$	10,045
2016	$	48,720
2016		48,363
2017		50,181
2017		49,813
2018		51,687
2018		51,308
2019		13,017
2019		26,033
	$	163,605
	$	185,532

Note 1011 - Subsequent Events

~~F-10~~On April 14, 2016, in connection with the Mediplex Alliances Inc. acquisition, (i) Thomas Nicolette resigned as President of the Company, (ii) Jonathan Loutzenhiser was appointed President and a member of the Board of Directors of the Company, and (ii) Dr. Joseph Asuncion was appointed as a member of the Board of Directors of the Company.

~~Item~~On June 2.30, ~~Management’s~~2016, ~~Discussion~~Thomas ~~and~~Nicolette ~~Analysis~~resigned as Chief Executive Officer of ~~Financial~~the ~~Condition~~Company and ~~Results~~a member of ~~Operations~~the Company’s Board of Directors.

~~This quarterly report on~~On ~~Form~~October ~~10-Q and other reports filed by iNeedMD Holdings~~31, ~~Inc. (the “Company”) from time to time with the SEC (collectively~~2016, ~~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 managementDr. ~~Readers~~Govindan ~~are~~Gopinathan ~~cautioned~~was ~~not~~appointed toExecutive ~~place~~Chairman ~~undue reliance on these forward- looking statements, which are only predictions and speak only as~~ of the ~~date~~Board ~~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~~Directors. 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.

~~Although~~Subsequent ~~the~~to ~~Company~~March ~~believes that~~31, ~~the~~2016, ~~expectations reflected in~~ the ~~forward-looking~~Company ~~statements are reasonable~~borrowed $347,300 ~~the~~in ~~Company~~exchange ~~cannot~~for ~~guarantee~~convertible ~~future~~note ~~results, levels~~agreements ofwith ~~activity,~~seven ~~performance,~~third orparty ~~achievements~~lenders. ~~Except~~The asnotes ~~required~~are byconvertible ~~applicable~~into ~~law,~~shares ~~including the securities laws~~ of the ~~United~~ ~~States, the~~ Company’s ~~does~~common ~~not~~stock ~~intend~~at tothe ~~update~~option ~~any~~ of the ~~forward-looking statements to conform these statements to actual results~~lender.

~~Our~~In ~~financial~~February ~~statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates~~2017, ~~judgments and assumptions. We believe that~~ the ~~estimates,~~Company ~~judgments~~received ~~and~~a ~~assumptions~~letter ~~upon~~of ~~which~~judgement wefrom ~~rely~~two ~~are~~convertible ~~reasonable~~note ~~based~~holders ~~upon~~regarding ~~information available to us at~~ the ~~time~~settlement ~~that~~of ~~these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect~~ the ~~reported~~outstanding ~~amounts of assets and~~ liabilities as of the ~~date~~notes ~~of the~~which ~~financial~~are ~~statements~~currently in default as well as the ~~reported~~related ~~amounts~~accrued ~~of revenues and expenses during the periods presented~~interest. ~~Our~~As ~~financial~~of ~~statements would~~March be31, ~~affected~~2016, to the ~~extent~~Company ~~there~~recorded ~~are~~the ~~material~~outstanding ~~differences~~balance ~~between~~of ~~these~~the ~~estimates~~ notes and ~~actual~~related ~~results.~~accrued Ininterest ~~many~~of ~~cases~~$200,000 ~~the accounting treatment of a particular transaction is specifically dictated by GAAP~~ and ~~does~~$85,205, ~~not~~respectively, ~~require~~on ~~management’s~~the ~~judgment~~condensed inconsolidated ~~its application.~~balance ~~There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result~~sheet. The ~~following~~company ~~discussion should~~ will be ~~read~~taking inthe ~~conjunction~~proper ~~with~~steps ~~our~~to ~~financial~~vacate ~~statements~~the ~~and notes thereto appearing elsewhere in this report~~Judgment.

~~Overview~~F-13

~~We intend for this discussion~~Item to2. ~~provide~~Management’s ~~information~~Discussion ~~that~~and ~~will~~Analysis ~~assist~~of inFinancial ~~understanding~~Condition ~~our financial statements, the changes in certain key items in those financial statements,~~ and ~~the~~Results ~~primary~~of ~~factors that accounted for those changes, as well as how certain accounting principles affect our financial statements~~Operations.

~~Business~~This quarterly ~~Overview~~report on Form 10-Q 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.

~~iNeedMD Holdings, Inc. (“iNeedMD”~~Although or the “Company”) ~~was~~believes ~~incorporated~~that onthe ~~February~~expectations 1,reflected ~~2012,~~in ~~under~~ the ~~laws~~forward-looking ofstatements ~~the~~are ~~State~~reasonable, ofthe ~~Nevada.~~Company ~~iNeedMD~~cannot ~~is a medical~~guarantee ~~device~~future ~~company~~results, ~~that~~levels ~~has developed a disposable device called The EKG Glove that standardizes and simplifies the placement~~ of ~~a system~~activity, ofperformance, ~~electrodes~~or ~~and~~achievements. ~~lead~~Except ~~wire~~as ~~circuitry~~ required toby ~~obtain~~applicable ~~a diagnostic~~law, ~~12-lead~~including ~~Electrocardiogram~~the ~~(“ECG” or~~securities ~~“EKG”).~~laws Anof ~~ECG is~~ the ~~mainstay~~United inStates, the ~~assessment~~Company ofdoes ~~cardiac~~not ~~health~~intend ~~and~~to isupdate ~~used~~any inof the ~~diagnosis, prevention, and monitoring of cardiovascular disease. The EKG Glove is FDA~~forward-~~cleared~~looking ~~and~~statements ~~CE-Marked~~to ~~and~~conform ~~therefore~~these ~~has the appropriate regulatory clearances~~statements ~~for~~to ~~sale~~actual ~~in the US and the EU~~results.

~~Results~~Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of ~~Operations~~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.

~~Summary of Statements of Operations for the Three Months Ended September 30, 2015 and 2014:~~Overview

	Three Months Ended
	September 30, 2015			September 30, 2014
Revenue	$	64,498		$	-
Gross profit	$	45,289		$	-
Compensation	$	119,829		$	651,324
Consulting fees	$	129,547		$	278,205
Consulting fees - related party	$	45,000		$	60,000
Research and development	$	17,000		$	-
General and administrative	$	299,797		$	314,136
Interest expense	$	(4,789	)	$	(24,951	)
Amortization of debt discount	$	(16,804	)	$	(84,203	)
Change in fair value of derivative liabilities	$	31,354		$	74,498
Net loss	$	(556,033	)	$	(1,926,450	)
Loss per common A share - basic	$	(0.01	)	$	(0.05	)

We intend for this discussion to 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.

2Business Overview

~~Revenue~~iNeedMD Holdings, Inc. (“iNeedMD” or the “Company”) is a holding company and was incorporated on February 1, 2012, under the laws of the State of Nevada. The Company’s wholly owned subsidiary, iNeedMD, Inc., incorporated on February 16, 2000 under the laws of the State of Delaware, operates as a medical device company that has developed a disposable device called The EKG Glove that standardizes and simplifies the placement of a system of electrodes and lead wire circuitry required to obtain a diagnostic, 12-lead Electrocardiogram (“ECG” or “EKG”). An ECG is the mainstay in the assessment of cardiac health and is used in the diagnosis, prevention, and monitoring of cardiovascular disease. The EKG Glove is FDA-cleared and CE-Marked and therefore has the appropriate regulatory clearances for sale in the US and the EU.

Revenue was $64,498 for the three months ended September 30, 2015 as compared to $0 for the three months ended September 30, 2014. The increase in revenue is primarily attributable to sales of product to international distributors initiating agreements with the Company. During the three months ended September 30, 2014, the Company focused their efforts on research and development and finalizing the commercial version of The EKG Glove.2

~~Gross~~Results of ~~Profit~~Operations

~~Gross profit percentage for~~Summary ~~the~~of ~~three~~Statements ~~months~~of ~~ended~~Operations September 30, 2015 was 70%; there was no revenue during the three months ended September 30, 2014. During the three months ended September 30, 2015, the Company accepted some orders from international distribution partners, some at discounted prices, for products used for demonstration purposes in order to increase product awareness and generate future sales among their customer bases. iNeedMD has previously announced relationships with distributors in Turkey, the ~~Middle~~Three ~~East,~~Months ~~UK,~~Ended ~~Ireland, Australia~~March ~~and New Zealand. In addition~~31, ~~iNeedMD~~2016 ~~advised in late September that it had received approval to market The EKG Glove in China~~ and is currently assessing distribution opportunities. The Company also continues to have direct sales activity with a US governmental agency who is broadening the use of The EKG Glove paired with a compatible and portable ECG acquisition device (“The EKG Glove System”).2015:

Compensation

	Three Months Ended
	March 31, 2016			March 31, 2015
Revenue	$	-		$	12,306
Gross profit	$	(838,732	)	$	164
Compensation	$	148,510		$	505,303
Consulting fees	$	2,200		$	45,496
Consulting fees - related party	$	45,000		$	50,000
Sales and marketing	$	36,509		$	93,871
Research and development	$	-		$	30,000
General and administrative	$	262,528		$	230,265
Interest income	$	-		$	92
Interest expense	$	(26,019	)	$	(4,685	)
Amortization of debt discount and issuance costs	$	-		$	(16,438	)
Loss on disposal of fixed assets	$	(27,362	)	$	-
Change in fair value of settlement liability	$	1,950,000		$	-
Change in fair value of derivative liabilities	$	583,155		$	12,500
Net income (loss)	$	1,146,295			(963,302	)
Income (loss) per common A share - basic	$	0.02		$	(0.02	)

Compensation was $119,829 for the three months ended September 30, 2015 compared to $651,324 for the three months ended September 30, 2014, a decrease of $531,495. Furthermore, during the three months ended September 30, 2015, the Company expensed $68,005 in share based payments for warrants issued compared to share based payments of $430,283 for shares issued to consultants during the three months ended September 30, 2014. The decrease is offset by the Company hiring employees to perform business functions instead of hiring consultants.Revenue

~~Consulting~~Revenue was ~~Fees~~$0 for the three months ended March 31, 2016 as compared to $12,306 for the three months ended March 31, 2015. The decrease in revenue is primarily attributable to no sales occurring during the three months ended March 31, 2016 compared to the three months ended March 31, 2015.

~~Consulting fees, including~~Gross related party consulting fees, were $174,547 for the three months ended September 30, 2015 as compared to $338,205 for the three months ended September 30, 2014, a decrease of $163,658. The decrease is attributable to the Company hiring employees instead of consultants to perform business functions. During the three months ended September 30, 2014, the Company utilized consultants to transition from a private to a publicly traded company.Profit

~~Research~~Gross profit percentage for the three months ended March 31, 2016 was 0%; as compared to 1.33% for the three months ended March 31, 2015. During the three months ended March 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 ~~Development~~generate future sales. The Company also had direct sales activity with a US governmental agency who was assessing the use of The EKG Glove system. The gross profit decline is also attributable to a write-off of $838,732 for obsolete inventory recorded by the Company during the three months ended March 31, 2016.

Research and development expenses were $17,000 for the three months ended September 30, 2015 versus $314,136 for the three months ended September 30, 2014, a decrease of $297,136. During the three months ended September 30, 2015, the Company incurred less research and development expenses as it primarily focused on introducing the commercialized version of The EKG Glove to the international marketplace. During the three months ended September 30, 2014, the Company continued to focus on refining the design of The EKG Glove and initiating the development of a portable Electrocardiography acquisition device that will feature a wireless interface with application software.Compensation

3Compensation was $148,510 for the three months ended March 31, 2016 compared to $505,303 for the three months ended March 31, 2015, a decrease of $356,793. During the three months ended March 31, 2016, the Company expensed $19,205 in share based payments compared to share based payments of $358,087 for shares and warrants issued during the three months ended March 31, 2015 and expensed $100,805 as part of compensation for the liabilities assumed in the transaction with Mediplex. The decrease is also attributable to the Company hiring consultants during the three months ended March 31, 2016 compared to the use of employees in the comparable period.

~~General and Administrative~~Consulting ~~Expenses~~Fees

~~General~~Consulting fees, ~~and~~including ~~administrative expenses~~related party consulting fees, were $~~299~~47,~~797~~200 for the three months ended ~~September~~March 3031, ~~2015~~2016 ~~versus~~as compared to $~~588~~95,~~187~~496 for the three months ended ~~September~~March 3031, ~~2014~~2015, a decrease of $~~288~~48,~~390~~296. The decrease is attributable to the ~~additional~~Company ~~legal,~~reducing ~~audit~~its ~~and accounting expenses associated with the~~number ~~transition~~of ~~from~~consultants arequired ~~private~~ to aperform ~~publicly~~business ~~traded company during the prior year~~functions.

~~Interest~~Sales and ~~Expense~~Marketing

~~Interest~~Sales and ~~expense~~marketing ~~was~~expenses were $436,~~789~~ 509 for the three months ended ~~September~~March 3031, ~~2015~~2016 as compared to $2493,~~951~~871 for the three months ended March ~~September 30~~31, ~~2014~~2015, a decrease of $2057,~~162~~362. The decrease is attributable to the Company ~~repaying~~no ~~and~~longer ~~converting~~having ~~most~~adequate ofworking ~~its~~capital ~~outstanding~~on hand ~~debt~~to bysupport the ~~end~~sales ofand ~~2014~~marketing efforts.

~~Amortization of Debt Discount~~3

~~Amortization of debt discount~~Research was $16,804 for the three months ended September 30, 2015 as compared to $84,203 for the three months ended September 30, 2014, a decrease of $67,399. The decrease is attributable to the Company repaying and converting most of its outstanding debt by the end of 2014. The majority of the expense during the three months ended September 30, 2014 was attributable to the warrants issued in connection with Ayer Notes I & II.Development

~~Change~~Research and indevelopment ~~Fair~~expenses ~~Value~~were $0 for the three months ended March 31, 2016 versus $30,000 for the three months ended March 31, 2015, a decrease of ~~Derivative~~$30,000. ~~Liabilities~~During the three months ended March 31, 2016, the Company incurred no research and development expenses as it primarily focused on introducing the commercialized version of The EKG Glove in the international marketplace.

~~Change in fair value of derivative~~General ~~liabilities~~and ~~was~~Administrative ~~a gain of $31,354 for the three months ended September 30, 2015 versus a gain of $74,498 for the three months ended September 30, 2014.~~Expenses

~~Net~~General ~~Loss~~and administrative expenses were $262,528 for the three months ended March 31, 2016 versus $230,265 for the three months ended March 31, 2015, an increase of $32,263. The increase is attributable to the additional expenses associated with the Mediplex transaction.

~~For the reasons mentioned~~Amortization ~~above, net loss for the three months ended September 30, 2015 was $556,033, or a loss per share~~ of ~~$0.01~~Debt toDiscount ~~Common~~and AIssuance ~~shareholders. Net loss for the three months ended September 30, 2014 was $1,926,450, or loss per share of $0.05 to Common A shareholders.~~Costs

~~Summary~~ Amortization of ~~Statements~~debt ofdiscount ~~Operations~~was $0 for the ~~Nine~~ ~~Months~~three ~~Ended~~months ~~September~~ended 30March 31, 2016 as compared to $16,438 for the three months ended March 31, 2015, a decrease of $16,438. The decrease is attributable to the Company repaying and ~~2014:~~converting most of its outstanding debt by the end of 2015.

	Nine Months Ended
	September 30, 2015			September 30, 2014
Revenue	$	86,176		$	-
Gross profit	$	54,076		$	-
Compensation	$	906,637		$	34,775,497
Consulting fees	$	232,723		$	823,320
Consulting fees - related party	$	140,000		$	243,385
Sales and marketing	$	174,369		$	443,398
Sales and marketing - related party	$	-		$	20,000
Research and development	$	63,300		$	519,309
General and administrative	$	786,087		$	991,500
Interest income	$	182		$	83
Interest expense	$	(14,211	)	$	(81,988	)
Amortization of debt discount	$	(49,863	)	$	(1,091,988	)
Amortization of debt issuance costs	$	-		$	(129,459	)
Derivative expense	$	-		$	(1,141,407	)
Change in fair value of derivative liabilities	$	88,184		$	924,577
Net loss	$	(2,224,748	)	$	(39,336,616	)
Loss per common A share - basic	$	(0.05	)	$	(1.73	)

Loss on Disposal of Fixed Assets

4During the three months ended March 31, 2016, the Company disposed of all of it fixed assets and recorded a loss of $27,362 compared to $0 for the three months ended March 31, 2015.

~~Revenue~~Change in Fair Value of Settlement Liability

~~Revenue~~Change ~~was~~in ~~$86,176~~fair ~~for~~value ~~the nine~~of ~~months~~settlement ~~ended~~liability ~~September~~was ~~30,~~a gain ~~2015~~of ~~as compared to~~ $01,950,000 for the ~~nine~~three months ended ~~September~~March 3031, ~~2014.~~2016 ~~The~~versus ~~increase~~$0 ~~in revenue is primarily attributable to orders from international distribution partners,~~ for 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~~three ~~of The EKG Glove System. During the nine~~ months ended ~~September~~March 3031, ~~2014, the Company focused their efforts on research and development and finalizing the commercial version of The EKG Glove~~2015.

~~Gross~~Change in ~~Profit~~Fair Value of Derivative Liabilities

~~Gross~~Change ~~profit~~in ~~percentage~~fair ~~for~~value ~~the~~of ~~nine months~~derivative ~~ended September 30, 2015~~ liabilities was ~~62.8%;~~a ~~there~~gain ~~was~~of no$583,155 ~~revenue~~for ~~during~~ the three months ended ~~September~~March 3031, ~~2014.~~2016 ~~During~~versus ~~the~~a ~~nine months~~gain ~~ended~~of ~~September 30~~$12,500 ~~2015,~~for the ~~Company~~three ~~accepted~~months ~~some~~ended ~~orders~~March ~~from international distribution partners~~31, ~~some at discounted~~ ~~prices, for demonstration purposes in order to increase product awareness and generate future sales~~2015. ~~The Company also had direct sales activity with a US governmental agency who is assessing the use of The EKG Glove system.~~

~~Compensation~~Net Income (Loss)

~~Compensation~~For ~~was~~the ~~$906~~reasons mentioned above,~~637~~ net income for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 ~~compared~~was to $341,~~775~~146,~~497~~295 ~~for~~or ~~the~~income ~~nine~~per ~~months~~share ~~ended~~of ~~September~~$0.02 ~~30,~~to ~~2014,~~Common aA ~~decrease of $33,868,860~~shareholders. ~~During~~Net ~~the~~loss ~~nine~~for the three months ended ~~September~~March 3031, 2015, ~~the~~was ~~Company expensed~~ ($~~580~~963,~~154~~302) inor ~~share~~loss ~~based~~per ~~payments for warrants issued compared to~~ share ~~based payments~~ of ($~~34,321,986 for shares issued to consultants during the nine months ended September 30, 2014~~0.02) ~~The decrease is offset by the Company hiring employees~~ to ~~perform~~Common ~~business~~A ~~functions instead of hiring consultants~~shareholders.

~~Consulting~~Liquidity and ~~Fees~~Capital Resources

~~Consulting fees, including~~The ~~related~~following ~~party~~table ~~consulting~~summarizes ~~fees,~~total ~~were~~current ~~$372~~assets,~~723~~ ~~for~~liabilities ~~the~~and ~~nine~~working ~~months~~capital ~~ended~~at ~~September~~March 3031, ~~2015~~2016, as compared to ~~$1,066,705~~December ~~for the nine months ended September 30~~31, 2014, a decrease of $693,982. The decrease is attributable to the Company hiring employees instead of consultants to perform business functions. During the nine months ended September 30, 2014, the Company utilized consultants to transition from a private to a publicly traded company.2015:

Sales and Marketing

	March 31, 2016			December 31, 2015			Increase (Decrease)
Current Assets	$	244,585		$	1,117,184		$	(872,599	)
Current Liabilities	$	1,800,530		$	3,888,847		$	(2,088,317	)
Working Capital (Deficit)	$	(1,555,945	)	$	(2,771,663	)	$	1,215,718

~~Sales~~At ~~and~~March ~~marketing~~31, ~~expenses~~2016, ~~including~~ ~~related~~we ~~party~~had ~~sales~~working ~~and~~capital ~~marketing~~deficit of ~~fees, were~~ $~~174~~1,~~369 for the nine months ended September 30~~555,945 ~~2015~~ as compared to ~~$463,398 for~~working ~~the~~capital ~~nine~~deficit ~~months~~of ~~ended~~$2,771,663 ~~September~~at 30December 31, ~~2014~~2015, aan ~~decrease~~increase in working capital of $~~289~~1,~~029~~215,718. The decrease is primarily attributable to ~~the~~a ~~Company~~decrease noin ~~longer~~cash ~~incurring significant~~and ~~marketing~~inventory ~~expenses~~of ~~associated~~$24,661 ~~the~~and ~~India~~$838,732, ~~subsidiary~~an ~~formed~~increase ~~during~~in ~~the~~accounts ~~first~~payable of ~~quarter~~$253,555, ofan ~~2014.~~increase ~~This~~in ~~was~~deferred ~~partially~~revenue ~~offset by~~of ~~the~~$170,000, ~~Company~~a ~~incurring~~decrease ~~significant~~in ~~expenses~~the ~~sending~~accrued ~~product~~settlement ~~demos~~liability toof ~~potential~~$1,950,000 ~~customers~~and ~~during~~a ~~the~~decrease in ~~nine~~derivative ~~months~~liability ~~ended~~of ~~September 30~~$583, ~~2015~~155.

~~Research and Development~~4

~~Research and development expenses~~Net were $63,300 for the nine months ended September 30, 2015 versus $519,309 for the nine months ended September 30, 2014, a decrease of $456,009. During the nine months ended September 30, 2015, the Company incurred less research and development expenses as it primarily focused on introducing the commercialized version of The EKG Glove in the international marketplace. During the nine months ended September 30, 2014, the Company focused on refining the design of The EKG Glove and initiating the development of a portable Electrocardiography acquisition device that will feature a wireless interface with application software.Cash

5Net cash used in operating activities for the three months ended March 31, 2016 and 2015 was $156,861 and $758,014, respectively. The net income (loss) for the three months ended March 31, 2016 and 2015 was $1,167,577 and ($963,302), respectively. During the three months ended March 31, 2016, the net income was decreased by the change in fair value of the settlement liability of $1,950,000 and the change in fair value of derivative liabilities of $583,155. These decreases were offset by depreciation expense of $3,651, a write off of inventory of $838,732 a loss on disposal of fixed assets of $27,362 and increases in accounts payable and accrued expenses of $209,755. During the three months ended March 31, 2015, the net loss was offset by depreciation expense of $4,384, share based payments to employees and consultants of $358,087, the amortization of debt discount on the notes payable of $16,438, increases in prepaid expenses of $9,931 and the increase in accounts payable and accrued expenses of $47,719. These increases during the three months ended March 31, 2015 were offset by a gain in fair value of derivative liabilities of $12,500, a decrease in accounts receivable of $4,985 and a decrease in inventory of $212,586.

~~General and Administrative Expenses~~Investing

~~General and administrative~~Net ~~expenses~~cash ~~were~~provided ~~$786,087~~by ~~for~~investing ~~the~~activities ~~nine months ended September 30, 2015 versus $991,500~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2014, a~~2016 ~~decrease~~was of $~~205~~132,~~413.~~200 ~~The~~resulting ~~decrease~~from ~~is attributable to~~ the ~~additional~~share ~~legal, audit and accounting expenses associated~~ exchange with ~~the transition from a private to a publicly traded company during the prior year~~Mediplex.

~~Interest Expense~~Going Concern

~~Interest~~As ~~expense~~reflected ~~was~~in ~~$14,211~~the accompanying financial ~~for~~statements, the ~~nine~~Company ~~months~~had ~~ended~~net ~~September~~income ~~30,~~and ~~2015~~net ascash ~~compared~~used toin operations of $811,~~988~~146,295 and $156,861, respectively, for the ~~nine~~ three months ended ~~September~~March 3031, ~~2014~~2016. Furthermore, the Company had a ~~decrease~~working capital deficiency and an accumulated deficit of $1,555,945 and $67119,~~777.~~142,222, ~~The~~respectively, ~~decrease~~as isof ~~attributable~~March to31, ~~the~~2016. The Company ~~repaying~~does ~~and~~not ~~converting~~generate ~~most~~significant ofrevenue. ~~its~~These ~~outstanding~~factors ~~debt~~raise bysubstantial doubt about the ~~end~~Company’s ofability ~~2014~~to continue as a going concern.

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

~~Amortization~~The Company ofwill ~~debt~~require ~~discount was~~additional ~~$49,863~~funding ~~for~~to finance the ~~nine~~growth ~~months~~of ~~ended~~its ~~September~~current ~~30,~~and ~~2015~~expected future operations as ~~compared~~well as to ~~$1,091,988~~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 ~~nine~~near ~~months~~future. ~~ended~~There ~~September~~can ~~30,~~be ~~2014, a~~no ~~decrease~~assurance ofthat $1financing will be available in amounts or terms acceptable to the Company,~~042,125~~ if at all. The ~~decrease~~accompanying isfinancial ~~attributable~~statements tohave been prepared on a going concern basis, which contemplates the ~~Company~~realization ~~repaying~~of assets and ~~converting~~the ~~most~~satisfaction of ~~its~~liabilities ~~outstanding~~in ~~debt~~the bynormal ~~the end~~course of ~~2014~~business. ~~The~~These ~~majority~~financial ofstatements ~~the~~do not ~~expense~~include ~~during~~any adjustments relating to the ~~nine~~recovery ~~months~~of ~~ended~~the ~~September~~recorded ~~30,~~assets ~~2014~~or ~~was~~the ~~attributable~~classification toof the ~~warrants~~liabilities ~~issued~~that might inbe ~~connection~~necessary ~~with~~should ~~Ayer~~the ~~Notes~~Company Ibe &unable IIto continue as a going concern.

~~Amortization of Debt~~Off-Balance ~~Issuance~~Sheet ~~Costs~~Arrangements

~~Amortization~~ As of ~~debt~~March ~~issuance costs~~31, ~~was~~2016 $0and ~~for~~December ~~the nine months ended September 30~~31, 2015 ~~as compared to $129~~,~~459~~ ~~for~~ the ~~nine months ended September 30, 2014. The decrease is attributable to the~~ Company ~~repaying~~had ~~Ayer~~no ~~Notes~~off-balance Isheet ~~and II during the summer of 2014~~arrangements.

~~Derivative~~Critical Accounting ~~Expense~~Policies

~~Derivative expense was $0 for the nine~~We ~~months~~believe ~~ended~~that ~~September 30, 2015 versus $1,141,407 for~~ the ~~nine~~following ~~months~~accounting ~~ended~~policies ~~September~~are ~~30, 2014. The decrease in~~ the ~~derivative expense~~most iscritical ~~attributable~~ to ~~the~~aid ~~value~~you ~~of the warrants issued~~ in ~~the~~fully ~~first~~understanding ~~quarter~~and ofevaluating ~~2014~~this as“Management’s Discussion ~~consideration~~and ~~for~~Analysis ~~extending~~of ~~the~~Financial ~~maturity date~~Condition onand ~~Ayer~~Results ~~Note~~of IOperation.”

~~Change in Fair Value~~Revenue ~~of Derivative Liabilities~~Recognition

~~Change~~The Company infollows ~~fair~~paragraph ~~value~~605-10-S99-1 of ~~derivative~~the FASB Accounting Standards Codification for revenue recognition. The Company recognizes ~~liabilities~~revenue ~~was~~when ait ~~gain~~is ofrealized ~~$88,184~~or ~~for~~realizable ~~the~~and ~~nine~~earned. ~~months~~The ~~ended~~Company ~~September~~considers ~~30,~~revenue ~~2015~~realized ~~versus~~or arealizable ~~gain~~and earned when all of ~~$924~~the following criteria are met: (i) persuasive evidence of an arrangement exists,~~577~~ ~~for~~(ii) the ~~nine~~product ~~months~~has ~~ended~~been shipped to the ~~September~~customer, 30(iii) the sales price is fixed or determinable, ~~2014~~and (iv) collectability is reasonably assured.

~~Net Loss~~5

~~For the reasons mentioned~~Use ~~above, net loss for the nine months ended September 30, 2015 was $2,224,748, or a loss per share~~ of ~~$0.05 to Common A shareholders. Net loss for the nine months ended September 30, 2014 was $39,336,616 or loss per share of $1.73 to Common A shareholders.~~Estimates

~~Liquidity~~The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and ~~Capital~~assumptions ~~Resources~~that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The Company’s ~~following~~significant ~~table~~accounting ~~summarizes~~estimates and assumptions affecting the consolidated financial statements were the estimates ~~total~~and ~~current~~assumptions ~~assets,~~used ~~liabilities~~in valuation of equity and ~~working~~derivative ~~capital~~instruments. atThose ~~September~~significant ~~30,~~accounting ~~2015,~~estimates ~~compared~~or assumptions bear the risk of change due to ~~December~~the 31fact that there are uncertainties attached to those estimates or assumptions, ~~2014:~~and certain estimates or assumptions are difficult to measure or value.

	September 30, 2015			December 31, 2014		Increase (Decrease)
Current Assets	$	1,531,969		$	2,616,029	$	(1,084,060	)
Current Liabilities	$	2,871,720		$	2,324,338	$	547,382
Working Capital (Deficit)	$	(1,339,751	)	$	291,691	$	(1,631,442	)

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

AtManagement regularly ~~September~~reviews ~~30,~~its ~~2015,~~estimates ~~we had~~utilizing ~~working~~currently ~~capital~~available ~~deficit of $1~~information,~~339,751~~ aschanges ~~compared~~in tofacts ~~working~~and ~~capital of $291~~circumstances,~~691~~ athistorical ~~December 31, 2014, a decrease in working~~experience ~~capital~~and ofreasonable ~~$1,631,442~~assumptions. ~~The~~After ~~decrease~~such ~~is primarily attributable to a decrease in cash of $2~~reviews,~~104,561~~ and anif ~~increase~~deemed inappropriate, ~~accounts~~those ~~payable and~~estimates ~~accrued~~are ~~liabilities~~adjusted ofaccordingly. ~~$586,903~~Actual ~~offset~~results could bydiffer anfrom ~~increase~~those ~~in inventory of $950,046~~estimates.

6Stock Based Compensation

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

~~Net cash used in operating~~Fair ~~activities~~Value for the nine months ended September 30, 2015 and 2014 was $2,104,561 and $3,818,149, respectively. The net loss for the nine months ended September 30, 2015 and 2014 was $2,224,748 and $39,336,616, respectively. During the nine months ended September 30, 2015, the net loss was offset by share based payments for warrants issued and the increase in inventory in anticipation of ~~future~~ ~~fulfillment~~Financial of distribution agreements. During the nine months ended September 30, 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.Instruments

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

~~Net cash used in investing activities for the nine~~Derivative ~~months ended September 30, 2014 was $67,819 paid for the purchase of equipment.~~Instruments

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

During the nine months ended September 30, 2015, the Company did not engage in any financing activities. During the nine months ended September 30, 2014, we received proceeds of $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 nine months ended September 30, 2014 resulted in the payment of $27,000 in debt issuance costs. During the nine months ended September 30, 2014, we also repaid $1,150,000 of convertible notes.6

~~Going~~Recent Accounting ~~Concern~~Pronouncements

AsIn May ~~reflected~~2014, inFASB ~~the~~issued ~~accompanying~~Accounting ~~financial~~Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers”. ~~statements~~The revenue recognition standard affects all entities that have contracts with customers, ~~the~~except ~~Company~~for ~~had~~certain aitems. ~~net~~The ~~loss~~new revenue recognition standard eliminates the transaction and ~~net~~industry-specific ~~cash~~revenue ~~used~~recognition inguidance ~~operations~~under ofcurrent ~~$2,224,748~~GAAP and ~~$2,104,561,~~replaces it ~~respectively,~~with a principle-based approach for determining revenue recognition. On July 9th the ~~nine~~effective date was delayed one year by ~~months~~a ~~ended~~vote ~~September~~by ~~30,~~the ~~2015~~FASB. ~~Furthermore~~Public business entities, certain not-for-profit entities, and certain employee benefit plans would apply the ~~Company~~guidance ~~had~~in aASU ~~working~~2014-09 ~~capital~~to ~~deficiency~~annual ~~and~~reporting anperiods ~~accumulated~~beginning ~~deficit~~after ofDecember $115,~~339~~ 2017,~~751~~ including interim reporting periods ~~and~~within ~~$117,565,077,~~that ~~respectively,~~reporting period. Earlier application would be permitted only as of ~~September~~annual 30reporting periods beginning after December 15, ~~2015~~2016, including interim reporting periods within that reporting period. The Company ~~does~~has ~~not~~reviewed ~~generate~~the ~~significant~~applicable ~~revenue.~~ASU ~~These~~and ~~factors raise~~has ~~substantial~~not, ~~doubt~~at ~~about~~the current time, quantified the ~~Company’s~~effects ~~ability~~of tothis ~~continue~~pronouncement, ashowever ait ~~going~~believes ~~concern~~that there will be no material effect on the consolidated financial statements.

~~The~~In February ~~ability~~2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” Under ASU 2016-02, lessees will be required to recognize, for all leases of ~~the~~12 ~~Company~~months or more, a liability to ~~continue its~~make ~~operations~~lease aspayments and a ~~going~~right-of-use ~~concern~~asset isrepresenting the ~~dependent~~right onto ~~Management's~~use ~~plans,~~the ~~which~~underlying ~~include~~asset for the ~~raising~~lease ofterm. ~~capital~~Additionally, ~~through~~the ~~debt~~guidance ~~and/or~~requires improved disclosures to help users ~~equity~~of ~~markets~~financial ~~with~~statements ~~some~~better ~~additional~~understand ~~funding~~the ~~from~~nature ~~other~~of ~~traditional~~an ~~financing~~entity’s ~~sources,~~leasing ~~including~~activities. ~~term~~This ~~notes,~~ASU ~~until~~is ~~such~~effective ~~time~~for ~~that~~public ~~funds~~reporting ~~provided~~companies byfor ~~operations~~interim ~~are~~and ~~sufficient~~annual toperiods ~~fund~~beginning ~~working~~after ~~capital~~December ~~requirements~~15, 2018, with early adoption permitted, and must be adopted using a modified retrospective approach. The Company ~~may~~is ~~need~~in tothe ~~incur~~process ~~additional~~of ~~liabilities with~~evaluating ~~certain~~the ~~related~~effect ~~parties~~of tothe ~~sustain~~new ~~the~~guidance on ~~Company’s~~its ~~existence~~condensed consolidated financial statements and disclosures.

~~The Company will require additional~~In ~~funding~~April to2016, ~~finance~~ the ~~growth~~FASB ofissued ~~its~~ASU ~~current~~No. ~~and~~2016-09, ~~expected~~“Compensation ~~future~~– ~~operations~~Stock asCompensation ~~well~~(Topic ~~as to achieve its strategic objectives~~718)”. The FASB ~~Company~~issued ~~believes~~this ~~its~~update ~~current~~to ~~available~~improve ~~cash~~the ~~along~~accounting ~~with~~for ~~anticipated~~employee ~~revenues~~share-based ~~may~~payments beand ~~insufficient~~affect toall ~~meet~~organizations ~~its~~that ~~cash~~issue ~~needs for the~~share-based ~~near~~payment ~~future.~~awards ~~There~~to ~~can~~their beemployees. noSeveral ~~assurance~~aspects ~~that~~of ~~financing~~the ~~will~~accounting befor ~~available~~share-based inpayment ~~amounts~~award ortransactions ~~terms~~are ~~acceptable to the Company~~simplified, ~~if at all.~~ ~~The~~including: ~~accompanying~~(a) ~~financial~~income ~~statements~~tax ~~have~~consequences; ~~been~~(b) ~~prepared~~classification onof aawards ~~going~~as ~~concern~~either ~~basis,~~equity ~~which~~or ~~contemplates~~liabilities; ~~the~~and ~~realization~~(c) ofclassification ~~assets~~on ~~and~~ the ~~satisfaction~~statement of ~~liabilities~~cash inflows. ~~the~~The ~~normal~~updated ~~course~~guidance ofis ~~business.~~effective ~~These~~for ~~financial~~annual ~~statements~~periods dobeginning ~~not~~after ~~include~~December ~~any~~15, ~~adjustments~~2016, including ~~relating~~interim toperiods ~~the~~within ~~recovery~~those offiscal ~~the~~years. ~~recorded~~Early ~~assets~~adoption orof the ~~classification~~update ofis ~~the~~permitted. ~~liabilities~~The ~~that~~Company ~~might~~is becurrently ~~necessary~~evaluating ~~should~~ the ~~Company~~ beimpact ~~unable~~of tothe ~~continue~~new ~~as a going concern~~standard.

~~Off~~In April 2016, the FASB issued ASU No. 2016-~~Balance~~10, ~~Sheet~~“Revenue ~~Arrangements~~from Contracts with Customers: Identifying Performance Obligations and Licensing (Topic 606)”. In 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, “Revenue from Contracts with Customers”. The amendments in ASU 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 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 the Company intends to adopt for interim and annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of the new standard.

AsIn May of2016, ~~September~~the 30FASB issued ASU No. 2016-12, ~~2015~~“Revenue ~~and~~from Contracts with Customers (Topic 606): Narrow-Scope Improvements ~~December~~and 31Practical Expedients”, ~~2014~~which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition and is effective during the ~~Company~~same ~~had~~period noas ~~off~~ASU 2014-~~balance~~09. ~~sheet~~The ~~arrangements~~Company is currently evaluating the impact of the new standard.

~~Critical Accounting Policies~~7

WeIn August ~~believe~~2016, ~~that~~ the ~~following accounting~~FASB ~~policies~~issued ~~are~~ASU 2016-15, ~~the~~“Statement ~~most~~of ~~critical~~Cash toFlows ~~aid~~(Topic ~~you~~230): inClassification ~~fully~~of ~~understanding~~Certain Cash Receipts and ~~evaluating~~Cash ~~this~~Payments” (“~~Management’s~~ASU 2016-15”). ~~Discussion~~ASU 2016-15 will make eight targeted changes to how cash receipts and ~~Analysis~~cash ofpayments ~~Financial~~are ~~Condition~~presented and ~~Results~~classified in the statement of ~~Operation~~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 evaluating the impact of the new standard.

7In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard.

~~Revenue~~In November ~~Recognition~~2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. The Company is currently evaluating the impact of the new standard.

~~The Company follows paragraph~~Management ~~605-10-S99-1~~does ofnot ~~the~~believe ~~FASB~~that ~~Accounting~~any ~~Standards~~recently ~~Codification~~issued, ~~for~~but ~~revenue~~not ~~recognition.~~yet ~~The~~effective ~~Company~~accounting ~~recognizes~~pronouncements, ~~revenue~~ when itadopted, iswill ~~realized or~~have ~~realizable~~a ~~and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are~~material ~~met:~~effect ~~(i)~~on ~~persuasive evidence of an arrangement exists, (ii)~~ the ~~product~~accompanying ~~has~~consolidated ~~been~~financial ~~shipped to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured~~statements.

~~Use~~Item 3. ofQuantitative ~~Estimates~~and Qualitative Disclosures About Market Risk.

~~The preparation of financial~~We ~~statements~~do innot ~~conformity~~hold ~~with~~any ~~accounting~~derivative ~~principles~~instruments ~~generally accepted in the United States of America requires management to make estimates~~ and ~~assumptions~~do ~~that~~not ~~affect~~engage ~~the~~in ~~reported~~any ~~amounts~~hedging ~~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~~activities.

~~The Company’s significant~~Item ~~accounting estimates and assumptions affecting the consolidated financial statements were the estimates and assumptions used in valuation of equity and derivative instruments~~4. ~~Those~~Controls ~~significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions,~~ and ~~certain estimates or assumptions are difficult to measure or value~~Procedures.

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

~~Management~~In connection ~~regularly~~with ~~reviews its~~the ~~estimates~~preparation ~~utilizing~~of ~~currently~~this ~~available~~Quarterly ~~information~~Report on Form 10-Q for the quarter ended March 31, ~~changes~~2016, inour ~~facts~~Principal Executive Officer (“PEO”) and ~~circumstances~~Principal Financial Officer (“PFO”) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, ~~historical~~our ~~experience~~PEO and ~~reasonable~~PFO concluded ~~assumptions.~~that ~~After~~our disclosure controls and procedures as of the end of the period covered by this report were not effective such ~~reviews~~that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported ifwithin ~~deemed~~the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, ~~those~~however, ~~estimates~~that the objectives of the controls system are ~~adjusted~~met, ~~accordingly.~~and ~~Actual~~no ~~results~~evaluation ~~could~~of ~~differ~~controls ~~from~~can ~~those~~provide ~~estimates~~absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

~~Stock~~(b) Changes ~~Based~~in ~~Compensation~~Internal Control over Financial Reporting.

~~All stock-based payments to~~There ~~employees,~~were ~~non-employee~~no ~~consultants,~~changes ~~and~~in toour ~~nonemployee~~internal ~~directors~~control ~~for~~over ~~their~~financial ~~services~~reporting, as ~~directors,~~defined ~~including~~in ~~any~~Rules ~~grants~~13a-15(f) ~~of restricted stock~~ and ~~stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period. Stock~~15d-15(f) ~~based~~under ~~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~~Exchange orAct, ~~the~~during ~~date~~our ~~performance~~most isrecently completed. Infiscal ~~addition,~~quarter ~~for awards~~ that ~~vest~~have ~~immediately~~materially ~~and~~affected, or are ~~non-forfeitable~~reasonably ~~the~~likely ~~measurement~~to ~~date~~materially affect, isour ~~the~~internal ~~date~~control ~~the~~over ~~award~~financial ~~is issued~~reporting.

~~Fair Value of Financial Instruments~~8

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

~~Derivative~~Item 1. ~~Instruments~~Legal Proceedings.

WeThe ~~evaluate~~Company ~~our~~and ~~convertible debt~~its ~~and~~board ~~warrants~~of todirectors ~~determine~~are ifcurrently ~~those~~involved ~~contracts~~in orlitigation ~~embedded~~against ~~components~~Michael ofE. ~~those~~Makover, ~~contracts~~M.D. (“Makover”). ~~qualify~~On asApril ~~derivatives~~30, to2015, beMakover ~~separately accounted~~filed ~~for~~a inclass ~~accordance~~action ~~with~~complaint ~~Paragraph~~in ~~810-10-05-4~~the ~~and~~Court ~~Paragraph~~of ~~815-40-25~~Chancery of the ~~Codification.~~State ~~The~~of ~~result~~Delaware alleging claims including breaches of ~~this~~fiduciary ~~accounting treatment~~duties. isOn ~~that~~October ~~the~~29, ~~fair~~2015, ~~value~~by agreement of the ~~embedded~~parties, ~~derivative~~the isclass ~~marked-to-market~~action ~~each~~complaint was ~~balance~~withdrawn ~~sheet~~and ~~date~~a ~~and~~first ~~recorded~~amended asverified acomplaint ~~liability. In~~was filed in the ~~event~~Court ~~that~~of Chancery of the ~~fair~~State ~~value~~of isDelaware ~~recorded~~with Makover as the asole ~~liability~~plaintiff. On August 22, 2016 the ~~change~~Company and Makover participated in ~~fair~~a ~~value~~meditation iswhich ~~recorded~~resulted in an agreement which would provide for the ~~statements~~issuance of ~~operations as~~2,500,000 ~~other~~shares ~~income~~of orthe ~~expense.~~Company’s ~~Upon~~common ~~conversion~~stock orto ~~exercise~~Makover ofand a ~~derivative~~payment ~~instrument~~of $100,000 by the ~~instrument~~Company isto ~~marked~~Makover. toThe ~~fair~~stock ~~value~~issuance atand payment are contingent upon the ~~conversion~~ Company securing additional financing. As of the date hereof, this matter has not been settled and the ~~fair~~parties ~~value~~are isin ~~reclassified~~the process of scheduling an additional mediation to ~~equity~~work towards finalizing a settlement.

8In February 2017, the Company received a letter of judgement from two convertible note holders regarding the settlement of the outstanding liabilities of the notes which are currently in default as well as the related accrued interest. As of March 31, 2016, the Company recorded the outstanding balance of the notes and related accrued interest of $200,000 and $85,205, respectively, on the condensed consolidated balance sheet. The company will be taking the proper steps to vacate the Judgment.

~~Recent~~Except as ~~Accounting~~disclosed ~~Pronouncements~~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.

~~In May 2014, FASB issued Accounting~~Item ~~Standards Update (ASU) No~~1A. ~~2014-09,~~Risk ~~Revenue from Contracts with Customers~~Factors. 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.

~~In June 2014, the Financial Accounting~~We ~~Standards~~believe ~~Board issued~~there ~~Accounting~~are ~~Standards~~no ~~Update~~changes ~~2014-12, Compensation- Stock Compensation. The amendments in this update apply to reporting entities~~ that ~~grant~~constitute ~~their~~material ~~employees~~changes ~~share-based~~from ~~payments in which~~ the ~~terms~~risk offactors ~~the~~previously ~~award~~disclosed provide that a performance target can be achieved after the requisite service period. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-13D-Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be achieved after the Requisite Service Period, which has been deleted. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in ~~Topic~~our ~~718~~annual ~~as it relates~~report toon ~~awards~~Form ~~with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant~~10-~~date~~K fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for ~~which~~ the ~~requisite~~year ~~service~~ended has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. As indicated in the definition of vest, the stated vesting period (which includes the period in which the performance target could be achieved) may differ from the requisite service period. The amendments in this update are effective for annual periods and interim periods within those annual periods beginning after December 1531, 2015, ~~and~~filed ~~early~~with ~~adoption is permitted. The Company is currently evaluating~~ the ~~effects~~SEC ~~of ASU 2014-12~~ on ~~consolidated~~November ~~financial~~15, ~~statements~~2016.

~~In August 2014, the Financial Accounting~~Item ~~Standards Board issued Accounting Standards Update 2014-15, Presentation of Financial Statements- Going Concern~~2. ~~The~~ ~~Update~~Unregistered ~~provides~~Sales 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~~Equity ~~Accounting~~Securities Standards Update 2013-300-Presentation of Financial Statements (Topic 205): Disclosure of Uncertainties about an Entity’s Going Concern Presumption, which has been deleted. The amendments in this update are effective for the annual period ending after December 15, 2016, and ~~for~~Use ~~annual periods and interim periods thereafter. The Company is currently evaluating the effects~~ of ~~ASU 2014-15 on the consolidated financial statements~~Proceeds.

9There were no unregistered sales of the Company’s equity securities during the quarter ended March 31, 2016, other than those previously reported in a Current Report on Form 8-K.

~~In April 2015, the Financial Accounting~~Item ~~Standards Board issued Accounting Standards Update 2015-03, Interest-Imputation of Interest~~3. ToDefaults ~~simplify~~Upon ~~presentation~~Senior of debt issuance costs, the amendments in this Update would require that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiumsSecurities. The recognition and measurement guidance for debt issuance costs would not be affected by the amendments in this update. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2014-250-Interest-Imputation of Interest (Subtopic 835-30), which has been deleted. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company is currently evaluating the effects of ASU 2015-03 on the consolidated financial statements.

~~Item~~There has 3.been ~~Quantitative~~no ~~and~~default ~~Qualitative~~in ~~Disclosures~~the ~~About~~payment ~~Market~~of ~~Risk~~principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

~~We do not hold any derivative instruments~~Item ~~and~~4. doMine ~~not~~Safety ~~engage in any hedging activities~~Disclosures.

~~Item 4~~Not applicable. ~~Controls and Procedures.~~

~~(a) Evaluation of Disclosure Controls~~Item ~~and~~5. ~~Procedures~~Other Information.

~~In connection with the preparation of~~Not this Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, our Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this reportapplicable. Based on that evaluation, our PEO and PFO concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

~~(b) Changes in Internal Control over Financial Reporting.~~9

~~There were no changes in our internal~~Item ~~control~~6. over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reportingExhibits.

Exhibit No.		Description

31.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*

31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*

32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema Document*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*

~~PART~~* IIFiled ~~- OTHER INFORMATION~~herewith

~~Item 1. Legal Proceedings.~~10

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

~~The~~Pursuant to ~~Company~~the ~~and~~requirements ~~its board~~ of ~~directors~~Section ~~are currently~~13 ~~involved~~or ~~in litigation against Michael E. Makover, M.D.~~ 15(~~“Makover”~~d). ~~On April 30, 2015, Makover filed a class action complaint in the Court~~ of ~~Chancery of~~ the ~~State~~Exchange ofAct ~~Delaware alleging claims including breaches~~ of ~~fiduciary duties. On October 29~~1934, ~~2015, by agreement of~~ the ~~parties,~~registrant ~~the~~has ~~class~~duly ~~action~~caused ~~complaint~~this ~~was~~report ~~withdrawn~~to ~~and~~be ~~a first amended verified complaint~~signed ~~was~~on ~~filed~~its inbehalf ~~the~~by ~~Court of Chancery of~~ the ~~State of Delaware with Makover as the sole plaintiff. As of the date hereof~~undersigned, ~~the~~thereunto ~~Company and~~duly ~~Makover are continuing good faith settlement discussions to work towards an amicable resolution of this matter~~authorized.

Item 1A. Risk Factors.

	INEEDMD HOLDINGS, INC.

Date: February 7, 2017	By:	/s/ Govindan Gopinathan
	Name:	Govindan Gopinathan
	Title:	Executive Chairman
		(Principal Executive Officer)
		(Principal Financial Officer)
		(Principal Accounting Officer)

~~We believe there are no changes that~~Pursuant ~~constitute~~to ~~material~~the ~~changes~~requirements ~~from~~of the ~~risk~~Securities ~~factors~~Exchange ~~previously~~Act ~~disclosed~~of in1934, ~~our~~this ~~annual~~ report onhas ~~Form~~been ~~10-K~~signed ~~for~~below by the ~~year~~following ~~ended~~persons ~~December~~on behalf ~~31,~~of ~~2014,~~the ~~filed~~registrant ~~with~~and in the ~~SEC~~capacities and on ~~April~~the ~~15,~~dates ~~2015~~indicated.

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

Signature	Title	Date

/s/ Dr. Govindan Gopinathan	Executive Chairman	February 7, 2017
Dr. Govindan Gopinathan	Principal Executive Officer,
	Principal Financial Officer, Principal Accounting Officer

/s/ Dr. Joseph Asuncion	Director	February 7, 2017
Dr. Joseph Asuncion

~~There were no unregistered sales of the Company’s equity securities during the quarter ended September 30, 2015, other than those previously reported in a Current Report on Form 8-K.~~11

Item 3. Defaults Upon Senior Securities.

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

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

Exhibit No.		Description
31.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS		XBRL Instance Document**
101.SCH		XBRL Taxonomy Extension Schema Document**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB		XBRL Taxonomy Extension Label Linkbase Document**
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document**

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

SIGNATURES

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

	INEEDMD HOLDINGS, INC.
Date: November 16, 2015	By:	/s/ Thomas A. Nicolette
	Name:	Thomas A. Nicolette
	Title:	Chief Executive Officer
		(Principal Executive Officer)
		(Principal Financial Officer)
		(Principal Accounting Officer)

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