UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

~~x QUARTERLY~~xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~SECURITIES~~FOR ~~EXCHANGE~~THE ~~ACT~~QUARTERLY OFPERIOD ~~1934~~ENDED JUNE 30, 2014

~~FOR~~¨TRANSITION ~~THE~~REPORT ~~QUARTERLY~~PURSUANT ~~PERIOD~~TO ~~ENDED~~SECTION ~~SEPTEMBER~~13 ~~30,~~OR ~~2013~~15(D) OF THE SECURITIES ACT OF 1934

ORFOR THE TRANSITION PERIOD FROM _____ TO _____

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES ACT OF 1934

FOR THE TRANSITION PERIOD FROM _________ TO _____

Med One Oak, Inc.

(~~Exact~~exact name of registrant as specified in its charter)

000-49999

(Commission File Number)

Delaware	90-0955160
(State or other jurisdiction of	(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
incorporation or organization)	Identification Number)

9201 Pinecroft Drive, The Woodlands, TXTexas 77380

(Address of principal executive offices)

~~Registrant’s telephone number, including area code:~~ (281) 348-4020

Registrant’s telephone number including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation ~~S-T~~ST (§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, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x No ¨

AsIndicate ofby ~~November~~check ~~18,~~mark ~~2013,~~whether the registrant ~~had~~is 2a large accelerated filer,~~209~~ an accelerated filer,~~911~~ ~~shares~~a ofnonaccelerated ~~Common~~filer, ~~Stock~~or ata $0smaller reporting company.~~001~~ ~~par~~See ~~value~~the definitions of “large accelerated filer,” ~~outstanding~~“accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Nonaccelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Exchange Act).

Yes ¨ No x

As of August 12, 2014, the registrant had 2,609,911 of Common Stock at $0.001 par value outstanding.

MED ONE OAK, INC.

FORM ~~10-Q~~10Q

Quarterly Period Ended ~~September~~June 30, ~~2013~~2014

TABLE OF CONTENTS

		Page
PART I FINANCIAL INFORMATION		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	1213
PART II - OTHER INFORMATION
PART II OTHER INFORMATION
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 1A	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	14

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

MED ONE OAK, INC.

CONDENSED BALANCE SHEETS

	September 30,			December 31,
	June 30, 2014 (Unaudited)			December 31, 2013 (Audited)
	2013			2012
	(Unaudited)			(Audited)
ASSETS
Cash	$	~~5,178~~945		$	-84
Accounts receivable		74,069			-
Receivables from clients, net		215,541			242,646
Prepaid expense		17,500			-
Receivables from related party, net		38,420			28,827
Total current assets		96,747			-
Unbilled receivables		77,518			6,297
Total assets	$	96,747		$	-
Unbilled receivables from related party		30,879			2,860
LIABILITIES AND SHAREHOLDERS' DEFICIT
Prepaid expenses		2,825			2,825
Accounts payable	$	68,490		$	-
Total current assets		366,128			283,539
Accrued liabilities		18,687			10
Total assets	$	366,128		$	283,539
Payable to related party		-			125,225
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Note payable		4,530			-
Accounts payable	$	4,750		$	4,181
Total current liabilities		91,707			125,235
Accrued liabilities		113,767			28,639
Note payable to related party		200,502			-
Note payable to related party, current portion		517,353			-
Total liabilities		292,209			125,235
Total current liabilities		635,870			32,820
Common stock subject to rescission rights, $0.001 par value; 216 common shares issued and outstanding		40,500			40,500
Note payable to related party, less current portion		-			456,752
Commitments and contingencies		-			-
Total liabilities		635,870			489,572
Common stock subject to rescission rights, $0.001 par value 216 common shares issued and outstanding		40,500			40,500
Commitments and Contingencies		-			-
Shareholders’ deficit:
Preferred stock: $0.001 par value; 10,000,000 shares authorized; none issued and outstanding at September 30, 2013 and December 31, 2012		-			-
Preferred stock: $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of June 30, 2014 and December 31, 2013		-			-
Common stock: $0.001 par value; 150,000,000 shares authorized; 2,209,911 and 1,159,461 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively (includes shares subject to rescission rights from above)		2,210			1,159
Common stock: $0.001 par value; 150,000,000 shares authorized; 2,609,911 and 2,209,911 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively (includes shares subject to rescission rights)		2,610			2,210
Additional paid in capital		1,~~908~~915,~~507~~524			1,~~772~~912,~~333~~507
Accumulated deficit		(2,~~146~~228,~~679~~376	)		(12,~~939~~161,~~227~~250	)
Total shareholders' deficit		(~~235~~310,~~962~~242	)		(~~165~~246,~~735~~533	)
Total liabilities and shareholders' deficit	$	96,747		$	-
Total liabilities and shareholders’ deficit	$	366,128		$	283,539

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

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MED ONE OAK, INC.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
	2014			2013			2014			2013
Services revenue	$	74,069		$	-		$	74,069		$	-
Revenues
Services revenue – related party		105,585			-			466,815			-
Services revenue	$	310,792		$	-		$	468,470		$	-
Total revenue		179,654			-			540,884			-
Services revenue – related party		86,264			184,262			144,755			361,230
Cost of services		71,912			-			71,912			-
Total revenues		397,056			184,262			613,225			361,230
Cost of services – related party		102,509			-			453,218			-
Direct cost of revenues
Gross Profit		5,233			-			15,754			-
Cost of services		296,400			-			446,790			-
Cost of services – related party		83,752			178,896			140,540			350,709
Total direct cost of revenues		380,152			178,896			587,330			350,709
Operating expenses
General and administrative expenses		4744,~~064~~817			932,~~565~~173			~~220~~83,~~631~~663			16173,~~029~~567
Loss from operations		(4127,~~831~~913	)		(926,~~565~~807	)		(~~204~~57,~~877~~768)	)		(16163,~~029~~046)	)
Other income (expenses)
Interest expense		~~(129~~-	)		-(695	)		~~(964~~-	)		-(835	)
Interest expense – related party		(~~485~~5,274	)		-(614	)		(19,~~611~~358	)		-(1,126	)
Total other expenses		(~~614~~5,274	)		-(1,309	)		(29,~~575~~358	)		-(1,961	)
Loss before income tax expense		(4233,~~445~~187	)		(928,~~565~~116	)		(~~207~~67,~~452~~126	)		(16165,~~029~~007	)
Income tax expense		-			-			-			-
Net loss	$	(4233,~~445~~187)	)	$	(928,~~565~~116)	)	$	(~~207~~67,~~452~~126)	)	$	(16165,~~029~~007)	)
Basic and diluted net loss per common share	$	(0.0201	)	$	(0.01	)	$	(0.0903	)	$	(0.0108	)
Basic and diluted weighted average common shares outstanding, including common shares subject to rescission rights		2,~~209~~609,911			12,~~159~~209,~~298~~911			2,~~199~~609,~~641~~911			12,~~159~~194,~~298~~421

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

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MED ONE OAK, INC.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ended September 30,
	Six months ended June 30,
	2013			2012
	2014			2013
OPERATING ACTIVITIES:
Net loss	$	(~~207~~67,~~452~~126	)	$	(16165,~~029~~007)	)
Adjustments to reconcile net loss to net cash used in operations:
Adjustments to reconcile net loss to net cash provided by (used in) operations:
Stock based compensation		123,~~000~~417			-8,000
Non-cash charges to operations, net		~~123~~493,~~802~~077			-19,764
Changes in operating assets and liabilities:
Accounts receivable		~~(74~~17,~~069~~512	)		-
Prepaid expense		22,500			-
Unbilled accounts receivable		(99,240	)		-
Accounts payable and accrued liabilities		87,167			4,815
Prepaid expense		-			15,000
Net cash used in operations		(36,052	)		(11,214	)
Accounts payable and accrued liabilities		85,697			99,106
Net cash provided by (used in) operations		433,337			(23,137)
FINANCING ACTIVITIES:
Proceeds from Note Payable to related party		76,700			-
Proceeds from note payable to related party		19,000			49,800
Repayment of note payable		(35,470	)		-
Repayment of note payable to related party		(451,476)			(22,010)
Proceeds from related party contributions		-			11,214
Net cash (used in) provided by financing activities		(432,476)			27,790
Net cash provided by financing activities		41,230			11,214
Increase in cash and cash equivalents		861			4,653
Increase in cash and cash equivalents		5,178			-
Cash and cash equivalents, beginning of period		84			-
Cash and cash equivalents, beginning of year		-			-
Cash and cash equivalents, end of period	$	945		$	4,653
Cash and cash equivalents, end of year	$	5,178		$	-
Supplemental disclosures of cash flow information:
Interest paid	$	~~943~~-		$	-748
Income taxes paid	$	-		$	-
Non-cash items:
Common stock issued to satisfy payable to related party	$	~~125,225~~-		$	-125,225
Insurance paid with premium financing obligation	$	~~40,000~~-		$	-40,000
Shares issued to executives	$	400		$	800

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

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MED ONE OAK, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~JUNE 30, ~~2013~~2014

NOTE 1 – ~~ORGANIZATION AND~~ DESCRIPTION OF BUSINESS

Med One Oak, Inc. (~~the~~ “~~Company”, “~~Med One,” “we”, or the “weCompany”) was originally incorporated as Rolfe Enterprises, Inc. under the laws of the state of Florida on May 6, 1996, as a “blind pool” or “blank check” company. ~~The~~whose ~~Company~~business plan was ~~reincorporated~~to onseek ~~April~~to ~~12,~~acquire ~~2004~~a inbusiness ~~the~~opportunity ~~state~~through completion of ~~Delaware~~a ~~as BidGive International~~merger, ~~Inc. Since~~exchange ~~March~~of 31stock, ~~2011,~~or ~~and~~other ~~currently,~~similar ~~the~~type ~~Company~~of istransaction. We acommenced ~~shell~~operations ~~company~~during 2003, with ~~limited~~our principal operations. Onconsisting ~~October~~of ~~23,~~e-commerce ~~2012,~~marketing ~~the~~and ~~Company~~retailing, ~~filed~~and awe ~~Certificate~~were ofreincorporated ~~Amendment~~on toApril ~~its~~12, ~~Certificate~~2004 ofin ~~Incorporation~~the ~~and~~state ~~changed~~of ~~its~~Delaware ~~name~~as ~~from~~ BidGive International, Inc. ~~to Med One Oak, Inc.~~

On ~~October~~March 831, ~~2012~~2011, ~~the~~we ~~Company~~sold ~~authorized~~our aoperations. 10We ~~for~~recommenced 1operations ~~reverse~~in ~~stock~~2013, ~~split~~with onour ~~its~~principal ~~outstanding~~operations ~~shares~~consisting of ~~Common~~operational ~~Stock~~and financial consulting services. We help clients improve performance, ~~which~~comply ~~became~~with ~~effective~~complex onregulations, ~~December~~strategically 6grow their business, ~~2012~~expand their operations into new markets, market their service and product offerings, streamline operations, and reduce costs. ~~This~~Our ~~reverse~~professionals ~~stock~~employ ~~split~~their ~~has~~expertise ~~been~~in ~~presented~~healthcare ~~retroactively~~administration, management, finance and operations to ~~the~~provide ~~earliest~~our ~~period~~clients ~~presented~~with inspecialized ~~the~~analyses ~~consolidated~~and ~~financial~~customized ~~statements~~advice and ~~notes~~solutions that are tailored to ~~consolidated~~address ~~financial~~each ~~statements~~client’s particular challenges and opportunities. Since 2013, we have primarily provided business-consulting services to financially sound organizations in the healthcare industry in and around Houston, Texas.

On December 31, 2012, two Texas limited partnerships, Brain 81, LP, and Oak Brain, LP, collectively, the “Buyers”, each entered into a Stock Purchase Agreement (collectively, the “SPAs”) with the holder of 1,130,843 shares of the Company’s Common Stock, all restricted as to resale, for an aggregate purchase price of $565,422. Also, on December 31, 2012, the Company appointed four new members to its Board of Directors and Dr. Asit Choksi resigned from his position as a member of the Board of Directors as well as the Company’s Chief Executive Officer, President, Secretary and Treasurer.

On January 1, 2013, the Board of Directors appointed new officers of the Company in the positions of Chief Executive Officer and President, Chief Financial Officer, and Vice-President, and also appointed one new member to the Board of Directors. On February 6, 2013, the Board of Directors appointed one additional new member to the Board of Directors.

The Company is currently working towards effecting one or more transactions to acquire or purchase assets and/or operations in the health care industry. While the Company is working toward effecting such transactions, the officers of the Company are providing management consulting services to entities in the healthcare industry that are primarily located in Houston, Texas and surrounding areas.

Liquidity

The Company’s financial statements are prepared using U.S. generally accepted accounting principles ~~(“US GAAP”)~~ applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

~~The~~During ~~Company~~the ~~has~~three ~~not~~and ~~yet~~six ~~established~~months anended ~~ongoing~~June ~~source~~30, 2014, the Company recognized revenue of ~~revenues~~$397,056 and $613,225, respectively, from ~~operations~~providing ~~and~~management consulting services. The Company has historically incurred net losses, which have resulted in an accumulated deficit of $2,~~146~~228,~~679~~376 at ~~September~~June 30, ~~2013~~2014. The Company incurred net losses of $~~207~~33,~~452~~187 and $1628,~~029~~116 ~~during~~for the ~~nine~~three months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013, respectively. The Company ~~had~~incurred ~~working~~net ~~capital~~losses of $567,~~040~~126 and $165,007 atfor ~~September~~the six months ended June 30, 2014 and 2013, respectively.

OnThe ~~January~~Company’s 1operations provided $433,337 and used $23,137 of cash during the six months ended June 30, 2014 and 2013, respectively, and the Company ~~executed~~had cash of $945 and $84 at June 30, 2014 and December 31, 2013, respectively. The Company funded cash needs during the quarter ended June 30, 2014 with advances on a Promissory Note ~~with~~(the “Note”) to a related party, ~~under~~entered ~~which~~into on January 1, 2013, whereby the Company has the ~~right~~ability to draw up to $1,500,000 for working capital purposes. At ~~September~~June 30, ~~2013~~2014, the outstanding balance on the ~~Promissory~~ Note was $~~200~~503,~~502~~332, with accrued interest of $14,021, and is payable in full on January 31, 2015. Management believes that the approximate $1997,~~300,~~000 ~~remaining~~available ~~availability~~ under this ~~Promissory~~ Note is sufficient to sustain its current level of operations ~~for the next 12 months~~. However, growth of operations or acquisition of ~~businesses~~business or assets is dependent upon the Company’s ability to raise additional capital through the issuance of additional debt and/or equity securities, of which our ability to do so on favorable terms is uncertain.

4NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The ~~accompanying unaudited~~ financial statements ~~have~~of ~~been prepared in accordance with~~ the ~~instructions~~Company toare ~~Form 10-Q. Certain information and footnote disclosures normally included in consolidated financial statements~~ prepared in accordance with USUnited ~~GAAP~~States ~~have been condensed or omitted pursuant to Article 8 of Regulation~~ (“U.S~~-X of the Securities and Exchange Commission~~.”) ~~The~~generally ~~accompanying~~accepted ~~unaudited~~accounting ~~condensed~~principles financial statements reflect, in the opinion of management, all adjustments necessary to achieve a fair presentation of the financial position and results of operations of Med One for the interim periods presented(“GAAP”). All such adjustments are of a normal and recurring nature. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for its year ended December 31, 2012.

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Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the ~~reported~~ amounts ofthat ~~assets~~are ~~and~~reported ~~liabilities~~in ~~and disclosure of contingent assets and liabilities at~~ the ~~date~~Financial ofStatements ~~the financial statements~~ and ~~the~~accompanying ~~reported amounts of revenues and expenses during the reporting period~~disclosures. Actual results ~~could~~may differ significantly from these estimates and assumptions.

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents and accounts receivable, as collateral is generally not required. We maintain cash accounts in major U.S. financial institutions. During the nine months ended September 30, 2013 and 2012, balances in these accounts did not exceed the federally insured limits.

Financial Instruments

The carrying amounts reported in the balance sheets for accounts payable, payable to related party, and notes payable each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

Cash and Cash Equivalents

The Company considers all highly liquid short-term investments with original maturities of three months or less to be cash equivalents. Such cash equivalents generally are part of the Company’s cash management activities rather than part of its operating, investing, and financing activities.

Accounts Receivable

Accounts receivable at September 30, 2013 consisted of amounts due from certain health care entities located in the Houston Texas metropolitan area, for consulting services provided by the Company. Management has evaluated its accounts receivable for collectability and has deemed the balance at September 30, 2013 to be fully collectible.

Revenue Recognition

~~The~~Revenue ~~Company~~is ~~recognizes~~recognized ~~revenue~~ when persuasive evidence of an arrangement exists, the ~~fee~~related ~~is determinable,~~ services are provided, the price is fixed or determinable and ~~collection~~collectability is reasonably assured. We generate the majority of our revenues from providing professional services under three types of billing arrangements: time-and-expense, fixed-fee and performance-based. If at the outset of an arrangement we determine that the arrangement fee is not fixed or determinable, revenue is deferred until all criteria for recognizing revenue are met.

Time-and-expense billing arrangements require the client to pay based on the number of hours worked by our revenue-generating professionals at contractually agreed-upon rates. We recognize revenues for our professional services rendered under time-and-expense engagements based on the hours incurred at agreed-upon rates as work is performed.

In fixed-fee billing arrangements, we agree to a pre-established fee in exchange for a pre-determined set of professional services. Generally, the client agrees to pay a fixed-fee every month over the specified contract term. These contracts are for varying periods and generally permit the client to cancel the contract before the end of the term. We recognize revenues for our professional services rendered under these fixed-fee billing arrangements monthly over the specified contract term or, in certain cases, revenue is recognized on the proportional performance method of accounting based on the ratio of labor hours incurred to estimated total labor hours, which we consider to be the best available indicator of the pattern and timing in which such contract obligations are fulfilled.

In performance-based or contingent billing arrangements, fees are tied to the attainment of contractually defined objectives. Often this type of arrangement supplements a time-and-expense or fixed-fee engagement, where payment of a performance-based fee is deferred until the conclusion of the matter or upon the achievement of performance-based criteria. We do not recognize revenues under performance-based billing arrangements until all related performance criteria are met and collection of the fee is reasonably assured.

Provisions are recorded for the estimated realization adjustments on all engagements. Reimbursable expenses, including those relating to travel, out-of pocket expenses, and other similar costs, are generally included in revenues, and an equivalent amount of reimbursable expenses is included in direct costs of revenues in the period in which the expense is incurred. Any taxes assessed on revenues relating to services provided to our clients are recorded on a net basis.

Differences between the timing of billings and the recognition of revenue are recognized as either unbilled receivables or deferred revenues in the Balance Sheet. We hold retainers on deposit until we have completed the work. We generally apply these retainers to final billings and refund any excess over the final amount billed to clients, as appropriate, when we complete our work.

Direct Cost of Revenues

Direct cost of revenues consists primarily of billable employee compensation and related payroll benefits and direct expenses billable to clients. Direct cost of revenues does not include an allocation of overhead costs.

Allowance for Doubtful Accounts and Unbilled Receivables

We maintain allowances for doubtful accounts and for services performed but not yet billed based on several factors, including the estimated cash realization from amounts due from clients, an assessment of a client’s ability to make required payments, and the historical percentages of fee adjustments and write-offs. The allowances are assessed by management on a regular basis.

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We record the provision for doubtful accounts and unbilled receivables as a reduction in revenue to the extent the provision relates to fee adjustments and other discretionary pricing adjustments. To the extent the provision relates to a client’s inability to make required payments on accounts receivables, we record the provision in selling, general and administrative expenses.

During the three and six months ended June 30, 2014 and 2013, we recorded provisions for doubtful accounts and unbilled receivables of $0. At June 30, 2014 and December 31, 2013 our accounts receivable and unbilled receivables totaled $362,358 and $280,630, respectively.

Cash and Cash Equivalents

Fair Value of Financial Instruments

The carrying amount of our cash and cash equivalents, receivables from clients, notes and accounts payable approximates fair value because of the short maturity and liquidity of those instruments.

Fair Value Measurement

Financial assets and liabilities recorded in the accompanying Balance Sheets are categorized based on the inputs in the valuation techniques as follows:

Level 1— Financial assets and liabilities whose values are based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the

measurement date.

Level 2— Financial assets and liabilities whose values are based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3— Financial assets and liabilities whose values are based on unobservable inputs for the asset or liability.

Concentrations of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk primarily include accounts receivable. Accounts receivable at June 30, 2014 consisted of amounts due from health care entities located in the Houston, Texas metropolitan area, for management consulting services provide by the Company.

To the extent receivables from clients become delinquent, collection activities commence. The allowances for doubtful accounts and unbilled services are based upon the expected ability to collect accounts receivable, and bill and collect unbilled receivables. The Company believes its allowance for doubtful accounts adequately provides for estimated losses as of June 30, 2014 and December 31, 2013.

Stock-Based Compensation

The Company accounts for all stock-based compensation arrangements using a fair value method and records such expense on a straight-line basis over the vesting period, ~~which~~net ~~approximates~~of ~~the~~our ~~respective~~estimated ~~service~~amount ~~periods~~of expected forfeitures.

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Income Taxes

Deferred tax assets and liabilities are determined using the asset and liability method in accordance with the guidance on income taxes. Under this method, deferred tax assets and liabilities are established for future tax consequences of temporary differences between the financial statement carrying amounts of assets and liabilities and their tax basis. 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 reverse. Deferred tax assets are offset by valuation allowances when we believe it is more likely than not that such net deferred tax assets will not be realized. We recognize the impact of an uncertain tax position only if that position is more likely than not of being sustained upon examination by the taxing authority based on its technical merits. We account for interest and penalties relating to uncertain tax positions in the current period statement of operations as necessary.

Basic and Diluted Net ~~Income (~~Loss) Per Share

Basic net ~~income (~~loss) per common share is computed by dividing net ~~income (~~loss) by the weighted average number of common shares outstanding during the period. Diluted net ~~income (~~loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the diluted weighted average number of common shares excludes common stock equivalents because their inclusion would be anti-dilutive.

Comprehensive Income (Loss)

Because the Company has no components of other comprehensive income, comprehensive income (loss) is the same as net income (loss) for the three and nine months ended September 30, 2013 and 2012.

Recent Accounting Pronouncements

The Company has implemented all accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – ~~SHAREHOLDERS’~~RELATED ~~EQUITY~~PARTY TRANSACTIONS

Common Stock

On October 8, 2012, the Company authorized a 10 for 1 reverse stock split on its outstanding shares of Common Stock, which became effective on December 6, 2012. This reverse stock split has been presented retroactively to all periods presented in the condensed financial statements and notes to condensed financial statements.

On November 21, 2012, the Company entered into Restricted Stock Agreements (“RSAs”) with Ivan Wood, Jr. (“Wood”) and Pamela J. Roth (“Roth”), collectively the “Executives”, whereby Wood and Roth were granted 1,100,000 and 500,000 shares of Common Stock, respectively, collectively referred to as the “Executive Shares”. Subject to certain exceptions set forth in the RSAs, the Executive Shares vest to each of the Executives on the following schedule: 50% of the shares granted vest on January 1, 2013 and 25% of the shares granted vest on each of January 1, 2014 and January 1, 2015, so long as they remain employed by the Company on such dates. The Executive Shares were fair valued at $64,000, which was the fair market value of the shares at the time of grant.

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On January 1, 2013, the Company issued 800,000 Executive Shares pursuant to the RSA vesting schedule. During the three and nine months ended September 30, 2013, the Company recognized stock-based compensation expense of $4,000 and $12,000, respectively, and at September 30, 2013, stock-based compensation expense of $20,000 remains unrecognized and will be recognized ratably over the next 1.25 years.

On January 8, 2013, the Company issued 250,450 shares of its Common Stock to a related party to settle in full the Company’s payable to that related party, which was $125,225 as of December 31, 2012 and January 8, 2013, the date of settlement of the payable.

Common Stock Subject to Rescission Rights

During 2004, the Company issued 216 (post-split) shares of Common Stock in a private placement for $40,500, after filing a registration statement on Form SB-2 with the Securities and Exchange Commission. These shares were issued in reliance upon claimed exemptions from registration, which, in retrospect, may not be available. As a result, the purchasers of these shares may have rescission rights for recovery of the purchase price paid for the shares with interest. Accordingly, $40,500 has been recorded as “common stock subject to rescission rights” on the accompanying Condensed Balance Sheets. Interest to be paid contingent upon the possibility of rescission is considered immaterial.

NOTE 4 – NOTE PAYABLE

On January 11, 2013, the Company entered into a Premium Finance Agreement with a financing company for $40,000, to finance insurance premiums, payable by the Company in nine monthly installments of $4,552, including interest at 5.75%, commencing on February 1, 2013, secured by return premiums and dividend payments associated with the insurance policy. At September 30, 2013, the outstanding principal was $4,530.

NOTE 5 – RELATED PARTY TRANSACTIONS

On January 8, 2013, we issued Common Stock to a related party to settle in full the Company’s payable to that related party, as of that date, which is further discussed in NOTE 3 above.

Note Payable to Related Party

On January 1, 2013, the Company entered into the ~~a Promissory~~ Note ~~(“Note”)~~ as borrower in favor of a related party with indirect ownership of the Company (the “Related Party”) whereby the Company has the right to draw up to $1,500,000 from the Related Party, with such draws to be used for working capital purposes. The Note accrues interest at a rate of 4.25% ~~interest~~ per annum.

The principal and all accrued and unpaid interest is payable either in the form of cash or shares of common stock, as agreed upon mutually. If repayment shall be in shares of common stock, the number of shares payable will be determined based upon the then fair market value of the common stock. At any time while not in default, the Company may prepay the outstanding principal and interest without penalty. The Note is secured by the assets of the Company with first lien rights to the Related Party.

The original maturity date of the Note was September 30, 2013. On September 27, 2013, the Note was amended to extend the maturity date to January 31, 2015. Accordingly, the outstanding balance of the Note is classified as ~~noncurrent~~current on the accompanying Balance Sheet as of June 30, 2014.

At June 30, 2014, $517,353 was outstanding on the Note, including accrued interest. Following is a summary of transactions with the Related Party that resulted in advances on or repayments of the Note during the six months ended June 30, 2014.

Outstanding, December 31, 2013	$	456,752
Cash advances		19,000
Noncash advances (1)		561,379
Cash payments (2)		(451,476	)
Executive consulting services provided		(77,660	)
Accrued interest		9,358
Outstanding, June 30, 2014	$	517,353

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At September 30, 2013, $200,502 was outstanding on the Note. Following is a summary of transactions with the Related Party that resulted in advances on or repayments of the Note during the nine months ended September 30, 2013.

(1)

During the six months ended June 30, 2014, the Related Party provided noncash advances comprised of direct payment of $4,500 for the Company’s office rent and $556,879, respectively, for other operating expenses. The Company rents corporate office space on a month-to-month basis from the Related Party for $1,000 per month, beginning April 1, 2014.

(2(2)

During the six months ended June 30, 2014, our Executives provided management consulting services to the Related Party for actual time incurred providing such services. During the six months ended June 30, 2014, the Company recognized gross profits from providing these services of $4,215. The Company expects to continue these consulting services up until a time when the Company acquires significant assets or operations.

Cash advances	$	76,700
Non cash advances (1)		589,006
Non cash repayments (2)		(466,815	)
Accrued interest		1,611
Outstanding, September 30, 2013	$	200,502

NOTE 4 – STOCKHOLDERS’ EQUITY

(1)

During the three and nine months ended September 30, 2013, the Related Party provided noncash advances comprised of direct payment of $1,500 and $4,500, respectively, for the Company’s office rent and $207,638 and $584,506, respectively, for other operating expenses. The Company rents corporate office space on a month to month basis from the Related Party for $500 per month.

(2)

Commencing January 1, 2013 and throughout the nine months ended September 30, 2013, our Executives provided management consulting services to the Related Party for actual time incurred providing such services. During the three and nine months ended September 30, 2013, the Company recognized gross profit from providing these services of $3,076 and $13,597, respectively. The Company expects to continue these consulting services up until a time when the Company acquires significant assets or operations.

Common Stock Issued to Executives

~~NOTE~~On 6November –21, ~~INCOME~~2012, ~~TAXES~~the Company entered into Restricted Stock Agreements (“RSAs”) with Ivan Wood, Jr. (“Wood”) and Pamela J. Roth (“Roth”), collectively the “Executives”, whereby Wood and Roth were granted 1,100,000 and 500,000 shares of Common Stock, respectively, collectively referred to as the “Executive Shares”. The RSAs provide that the Executive Shares acquired by each Executive shall not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated for a period of 18 months after the vesting of such shares and that the Company shall retain possession of the certificates representing the Executive Shares until such time as the restriction shall have lapsed.

NoThe ~~provision~~Executive ~~for~~Shares ~~federal~~were ~~income~~granted ~~taxes~~in ~~has~~a ~~been~~private ~~recognized~~transaction under an exemption from registration contained in Section 4(2) of the Securities Act of 1933, in exchange for services to be provided by the ~~three~~Executives to the Company and ~~nine~~were ~~months~~fair ~~ended~~valued ~~September~~at 30$64,000, ~~2013~~which ~~and~~was ~~2012~~the asfair market value of the ~~Company~~shares ~~incurred~~at athe ~~net~~time ~~operating~~of ~~loss~~grant. ~~for~~Subject ~~income~~to ~~tax~~certain ~~purposes~~exceptions set forth in the RSAs, the Executive Shares vest to each ~~period~~of the Executives on the following schedule: 50% of such shares vested and ~~has~~were noissued ~~carryback~~to ~~potential~~the two individuals upon their employment with the Company as executives on January 1, 2013; 25% of such shares vested and were issued to the two individuals on January 1, 2014; and the remaining 25% of the total shares vest subject to continued executive employment on January 1, 2015.

~~Deferred~~On ~~tax~~January ~~assets and liabilities at September 30~~1, 2013 and ~~December~~January 311, ~~2012~~2014, ~~totaled~~the aCompany ~~net~~issued ~~deferred tax asset before valuation allowance of approximately $556~~800,000 and ~~$486~~400,000 Executive Shares, respectively, ~~and~~pursuant ~~consisted~~to ~~primarily~~the ofRSA avesting ~~deferred tax asset resulting from a net operating loss carryforward~~schedule. ~~The~~Due ~~Company has provided a full valuation allowance for the net deferred tax assets as it is deemed more likely than not that these assets will not be realized due~~ to ~~lack~~Wood’s ofresignation ~~positive~~on ~~evidence~~February to2, ~~suggest~~2014, ~~otherwise.~~only ~~The valuation allowance increased approximately $70~~125,000 ~~during~~additional ~~the~~shares ~~nine~~will ~~months~~vest ~~ended~~on ~~September~~January 301, ~~2013.~~2015, ~~The~~subject ~~Company~~to Roth’s ~~effective~~continued ~~tax rate differs from the statutory rate of 34% primarily due to the change in valuation allowance and stock-based compensation~~employment.

AtDuring ~~September~~the three and six months ended June 30, ~~2013~~2014, the Company ~~had~~recognized ~~net~~stock-based ~~operating~~compensation ~~loss~~expense ~~carryforwards~~ of ~~approximately~~ $1,250 and $3,417, respectively.7 ~~million~~During ~~for~~the ~~federal~~three ~~income~~and ~~tax~~six ~~purposes,~~months ~~which~~ended ~~may~~in beJune ~~offset~~30, ~~against~~2013, ~~future~~the ~~income~~Company ~~through~~recognized ~~2031,~~stock-based ~~but~~compensation ~~due~~expense toof ~~current~~$4,000 ~~tax~~and ~~laws~~$8,000, ~~the~~respectively. ~~amount~~At ofJune ~~loss~~30, ~~available~~2014, toapproximately be$2,500 ~~offset~~of ~~against~~stock-based ~~future~~compensation ~~taxable~~expense ~~income~~remains unrecognized and will be ~~limited~~ratably ~~due~~recognized toover ~~significant~~the ~~changes~~next insix ~~the~~months, ~~Company~~subject to Roth’s ~~ownership~~continued employment.

~~The~~Common ~~Company’s~~Stock ~~federal~~Subject ~~income tax returns for the years ended 2009 through 2012 are open~~ to ~~examination.~~Rescission ~~At September 30, 2013 and December 31, 2012, the Company evaluated its open tax years in all known jurisdictions. Based on this evaluation, the Company did not identify any uncertain tax positions.~~Rights

During 2004, the Company issued 216 (post-split) shares of Common Stock in a private placement for $40,500, after filing a registration statement on Form SB-2 with the Securities and Exchange Commission. These shares were issued in reliance upon claimed exemptions from registration, which, in retrospect, may not be available. As a result, the purchasers of these shares may have rescission rights for recovery of the purchase price paid for the shares with interest. Accordingly, $40,500 has been recorded as “common stock subject to rescission rights” on the accompanying Consolidated Balance Sheets. Interest to be paid contingent upon the possibility of rescission is considered immaterial.

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Preferred Stock

Our board of directors has the authority, without further action by the stockholders, to issue up to 10,000,000 shares of preferred stock, par value $0.001, in one or more series and to designate the rights, preferences, privileges and restrictions of each series. The issuance of preferred stock could have the effect of restricting dividends on the common stock, diluting the voting power of the common stock, impairing the liquidation rights of the common stock or delaying or preventing our change in control without further action by the stockholders. At June 30, 2014 and December 31, 2013, no shares of Preferred Stock were issued or outstanding.

NOTE 5 – INCOME TAXES

No provision for federal income taxes has been recognized for the three and six months ended June 30, 2014 and 2013 as the Company incurred a net operating loss for income tax purposes in each period and has no carryback potential.

Deferred tax assets and liabilities at June 30, 2014 and December 31, 2013 totaled a net deferred tax asset before valuation allowance of $583,942 and $561,156, respectively, and consisted primarily of a deferred tax asset resulting from a net operating loss carryforward.

The Company has provided a full valuation allowance for the net deferred tax assets as it is deemed more likely than not that these assets will not be realized due to lack of positive evidence to suggest otherwise. The valuation allowance increased, $22,785 for the six months ended June 30, 2014. The Company’s effective tax rate differs from the statutory rate of 35% primarily due to the change in valuation allowance and stock-based compensation.

At June 30, 2014, the Company had net operating loss carryforwards of approximately $1.7 million for federal income tax purposes, which may be offset against future income through 2032, but due to current tax laws the amount of loss available to be offset against future taxable income will be limited due to significant changes in the Company’s ownership.

The Company’s federal income tax returns for the years ended 2009 through 2012 are open to examination. At June 30, 2014 and December 31, 2013, the Company evaluated its open tax years in all known jurisdictions. Based on this evaluation, the Company did not identify any uncertain tax positions. For the three and six months ended June 30, 2014 and 2013, we recorded no interest expense and penalties related to unrecognized tax benefits associated with uncertain tax positions.

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

The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the Company's Condensed Financial Statements and related Notes.

Disclaimer Regarding ~~Forward-Looking~~ForwardLooking Statements

Certain statements in this quarterly report on Form ~~10-Q~~10Q are what are known as “~~forward-looking~~forwardlooking statements,” which are basically statements about the future. For that reason, these statements involve risk and uncertainty since the future cannot be accurately predicted. Words such as “plans,” “intends,” “hopes,” “seeks,” “anticipates,” “expects,” and the like often identify such ~~forward-looking~~forwardlooking statements, but are not the only indication that a statement is a ~~forward-looking~~forwardlooking statement. Such ~~forward-looking~~forwardlooking statements include statements concerning our plans and objectives with respect to our present and future operations, and statements that express or imply that such present and future operations will or may produce revenues, income or profits. In evaluating these ~~forward-looking~~forwardlooking statements, you should consider various factors that may cause our actual results to differ materially from any ~~forward-looking~~forwardlooking statement. We caution you not to place undue reliance on these ~~forward-looking~~forwardlooking statements. Although we base these forward-looking statements on our expectations, assumptions and projections about future events, actual events and results may differ materially, and our expectations, assumptions and projections may prove to be inaccurate. The forward-looking statements speak only as of the date hereof, and we expressly disclaim any obligation to publicly release the results of any revisions to these forward-looking statements to reflect events or circumstances after the date of this filing. Forward-looking statements reflect the current view of management with respect to future events and are subject to numerous risks, uncertainties and assumptions. We can give no assurance that such expectations will prove to be correct. Should any one or more of such risks or uncertainties materialize or should any underlying assumptions prove incorrect, actual results are likely to vary materially from those described in this Form 10-Q. There can be no assurance that the projected results will occur, that these judgments or assumptions will prove correct or that unforeseen developments will not occur. We are under no duty to update any of the forward-looking statements after the date of this Form 10-Q.

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Although we base these forwardlooking statements on our expectations, assumptions and projections about future events, actual events and results may differ materially, and our expectations, assumptions and projections may prove to be inaccurate. The forwardlooking statements speak only as of the date hereof, and we expressly disclaim any obligation to publicly release the results of any revisions to these forwardlooking statements to reflect events or circumstances after the date of this filing. Forwardlooking statements reflect the current view of management with respect to future events and are subject to numerous risks, uncertainties and assumptions. We can give no assurance that such expectations will prove to be correct. Should any one or more of such risks or uncertainties materialize or should any underlying assumptions prove incorrect, actual results are likely to vary materially from those described in this Form 10Q. There can be no assurance that the projected results will occur, that these judgments or assumptions will prove correct or that unforeseen developments will not occur. We are under no duty to update any of the forwardlooking statements after the date of this Form 10Q.

Overview

Our operations consist of providing management consulting services, primarily to healthcare entities located in Houston, Texas and the surrounding area, and working towards effecting one or more transactions to acquire or purchase assets and/or operations in the health care industry. During the ~~nine~~three and six months ended ~~September~~June 30, 2014 we earned revenue of $397,056 and $613,225, respectively, from management consulting services. During the three and six months ended June 30, 2013, we earned revenue of $~~540~~184,~~884~~262 and $361,230, respectively from management consulting services.

We are currently evaluating several opportunities to acquire assets or operations of healthcare entities located in the Houston, Texas metropolitan area. However, there can be no assurance that we will be able to successfully implement our plan of acquisition. Until a transaction is effectuated, we will continue to offer management consulting services to offset a portion of our operating costs. We expect to continue to incur moderate losses each quarter until a transaction considered appropriate by management is effectuated.

Any acquisition or asset purchase we effectuate may involve:

· a material change in the Company’s present capitalization;;

· a material change in the composition of the Company’s Board of Directors;;

· the issuance of a significant amount of the Company’s securities;;

· the acquisition of significant assets;; and/or

a significant change in operations.

9Our operations following consummation of a transaction will be dependent on the nature of the transaction. There may also be various risks inherent in the transaction, the nature and magnitude of which cannot be predicted. We may also be subject to increased governmental regulation following a transaction; however, it is not feasible at this time to predict the nature or magnitude of such increased regulation, if any.

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Our operations following consummation of a transaction will be dependent on the nature of the transaction. There may also be various risks inherent in the transaction, the nature and magnitude of which cannot be predicted. We may also be subject to increased governmental regulation following a transaction; however, it is not feasible at this time to predict the nature or magnitude of such increased regulation, if any.

Results of Operations

The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operations and financial condition for the three and ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014. The following discussion should be read in conjunction with the Condensed Financial Statements and related Notes appearing elsewhere in this Form ~~10-Q~~10Q.

Three Months Ended ~~September~~June 30, ~~2013~~2014 ~~Compared~~and ~~to the Three Months Ended September 30, 2012~~2013

Services Revenues

Services revenues ~~were~~increased by $~~179~~212,~~654~~794, ~~and~~or 115.5% to $0397,056 for the three months ended ~~September~~June 30, ~~2013~~2014 ~~and~~compared ~~2012,~~to ~~respectively~~$184,262 ~~consisting~~for the prior year period and consisted of revenue from management consulting services provided to three healthcare companies located in Houston, Texas, one of which is a related party. Revenues from services provided to the related party ~~totaled~~decreased by $~~105~~97,~~585~~998 to $86,264 for the three months ended ~~September~~June 30, ~~2013~~2014, compared to $184,262 for the prior year period.

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Cost of Services

Cost of services ~~was~~increased by $~~174~~201,~~421~~256, ~~and~~or 112.5%, to $0380,152 for the three months ended ~~September~~June 30, ~~2013~~2014 ~~and~~compared ~~2012~~to $178,896 ~~respectively~~for the prior year period. Cost of services during the current quarter consisted of direct costs of providing management consulting services. Cost of services provided to the related party ~~totaled~~decreased by $~~102~~95,~~509~~144 to $83,752 for the three months ended ~~September~~June 30, ~~2013~~2014, compared to $178,896 for the prior year period.

Operating Expenses

Operating expenses, consisting of general and administrative expenses, increased $3712,~~499~~644, or 39.3%, to $4744,~~064~~817 for the three months ended ~~September~~June 30, ~~2013,~~2014 compared to $932,~~565~~173 for the three months ended ~~September~~June 30, ~~2012~~2013. The increase is attributable to ~~an overall increase in operations related to working towards effecting one or more transactions to acquire or purchase assets and operations in the healthcare industry and primarily resulted from~~ increases in: ~~salaries~~legal ~~and~~fees ~~benefits~~ of $308,~~780~~680, ~~stock-based~~salaries ~~compensation of $4,000, printing~~ and ~~reproduction~~benefits of $58,~~573,~~804 ~~director~~ and ~~officer insurance of $2,500, rent of $1,500, transfer agent fees of $750 and~~ other general and administrative ~~expenses~~costs of $~~341~~4, ~~partially offset by a reduction in legal fees of $7,445 and accounting and audit fees of $500~~840.

Other Expenses

Other expenses totaled $~~614~~5,274 and $1,309 for the three months ended ~~September~~June 30, 2014 and 2013, respectively, and consisted of interest expense ~~related to our Premium Financing Agreement~~ of $~~129~~5,274 and ~~interest expense of~~ $~~485~~986, respectively, related to ~~our~~the ~~Promissory~~ Note ~~with~~and a$323 related ~~party.~~to Wethe ~~did~~financing ~~not~~of ~~recognize~~Directors ~~any~~& ~~other~~Officers ~~income~~insurance ~~(expenses)~~during ~~for~~ the three months ended ~~September~~June 30, ~~2012~~2013. The increase was due to a higher average outstanding principal balance.

Net Loss

Our net ~~losses~~loss for the three months ended ~~September~~June 30, ~~2013~~2014 ~~and~~was ~~2012~~$33,187 ~~were~~compared to $4228,~~445~~116 ~~and~~for $9the three months ended June 30,~~565,~~ ~~respectively~~2013. The increase in net loss was directly attributable to ~~higher~~the ~~operating~~items ~~expenses~~discussed ~~and interest expense, partially offset by gross profit from management consulting services~~above.

10Six Months Ended June 30, 2014 and 2013

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Nine Months Ended September 30, 2013 Compared to the Nine Months Ended September 30, 2012

Services Revenues

Services revenues ~~were~~increased by $~~540~~251,~~884~~995, ~~and~~or 69.8%, to $0613,225 for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 ~~and~~compared ~~2012,~~to ~~respectively~~$361,230 ~~consisting~~for the prior year period and consisted of revenue from management consulting services provided to three healthcare companies located in Houston, Texas, one of which is a related party. Revenues ~~from services~~ provided to the related party totaled $~~466~~144,~~815~~755 for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014.

Cost of Services

Cost of services ~~was~~increased $~~525~~236,~~130~~621, ~~and~~or 67.5%, to $0587,330 for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 ~~and~~compared ~~2012~~to $350,709 ~~respectively.~~for the prior year period. Cost of services during ~~the~~this current ~~nine~~six month period consisted of direct costs of providing management consulting services. Cost of services provided to the related party ~~totaled~~decreased by $~~453~~210,~~218~~169 to $140,540 for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, compared to $350,709 for the prior period.

Operating Expenses

Operating expenses, consisting of general and administrative expenses, ~~increased~~decreased $~~204~~89,~~602~~904, or 51.8%, to $~~220~~83,~~631~~663 for the ~~nine~~six months ended ~~September~~June 30, ~~2013,~~2014 compared to $16173,~~029~~567 for the ~~nine~~prior ~~months~~year ~~ended September 30, 2012~~period. The ~~increase~~decrease is attributable to andecreases ~~overall increase~~ in ~~operations related to working towards effecting one or more transactions to acquire or purchase assets and operations in the healthcare industry and primarily resulted from increases in~~: ~~professional services, consisting of~~ legal, ~~accounting~~fees ~~and audit services,~~ of $5044,~~799; salaries and benefits of $98~~244,~~022;~~ ~~stock-based~~accounting ~~compensation~~fees of $122,~~000;~~500, ~~direct~~ acquisition costs, ~~primarily consisting~~ of ~~direct legal costs, of~~ $25,917~~; printing and reproduction of $9~~,~~114,~~ ~~director~~ and ~~officer insurance of $7,500; and~~ other general and administrative ~~expenses~~costs of $15,~~250, primarily consisting of rent~~253.

Other Expenses

Other expenses totaled $29,~~575~~358 and $1,961 for the ~~nine~~six months ended ~~September~~June 30, 2014 and June 30, 2013, respectively, and consisted of interest expense ~~related to our Premium Financing Agreement~~ of $~~964~~9,358 and ~~interest expense of~~ $1,~~611~~126, respectively, related to ~~our~~the ~~Promissory~~ Note, ~~with~~and a$835 related ~~party.~~to Wethe ~~did~~financing ~~not~~of ~~recognize~~Directors ~~any~~& ~~other~~Officers ~~income~~insurance ~~(expenses)~~during ~~for~~ the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013. The increase was due to a higher outstanding principal balance.

Net Loss

Our net ~~losses~~loss for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 ~~and~~was ~~2012 were~~ $~~207~~67,~~452~~126 ~~and~~compared to $16165,~~029,~~007 ~~respectively.~~for the prior year period. The ~~increase~~decrease in net loss was directly attributable to ~~higher~~the ~~operating~~items ~~expenses~~discussed ~~and interest expense, partially offset by gross profit from management consulting services provided~~above.

Liquidity and Capital Resources

At September 30, 2013 and December 31, 2012 our cash was $5,178 and $0, respectively, and we had working capital of $5,040 at September 30, 2013 compared to negative working capital of $125,235 at December 31, 2012. On January 8, 2013, we issued 250,450 shares of Common Stock to this related party for full settlement of an outstanding payable of $125,225.

On January 1, 2013, the Company executed a Promissory Note with a related party, under which the Company has the right to draw up to $1,500,000 for working capital purposes. At September 30, 2013, the outstanding balance on the Promissory Note was $200,502 and is payable in full on January 31, 2015.

During the nine months ended September 30, 2013, cash used in operations totaled $36,052, compared to cash used in operations of $11,214 for the comparable prior year period. Cash from investing activities was $0 for the nine months ended September 30, 2013 and 2012. During the nine months ended September 30, 2013, cash provided by financing activities was $41,230, consisting of advances from a related party of $76,700 partially offset by repayments of $35,470 on a note payable to a financial institution, compared to cash from financing activities of $11,214 for the comparable prior year period, consisting of proceeds from related party contributions.

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AtLiquidity ~~September 30, 2013, we had no material commitments for capital expenditures~~ and ~~our~~Capital operations currently consist of working towards effecting one or more transactions to acquire or purchase assets and/or operations from healthcare entities located in the Houston, Texas Metropolitan Area. While the Company is working toward effecting such transactions, the officers of the Company are providing management consulting services to entities in the healthcare industry that are also located in Houston, Texas and surrounding areas. During the nine months ended September 30, 2013, we earned revenue of $540,884 from these management consulting services.Resources

~~Although~~At weJune ~~are~~30, ~~currently~~2014 ~~evaluating~~and ~~several~~December ~~opportunities~~31, to2013 ~~acquire~~our ~~assets~~cash orwas ~~business~~$945 ~~operations~~and $84, ~~there~~respectively. We ~~can~~had bea noworking ~~assurance~~capital ~~that~~deficit weof ~~will~~($269,742) beat ~~able~~June to30, ~~successfully~~2014 ~~implement~~compared ~~our~~to ~~plan~~working capital of ~~acquisition~~$250,719 at December 31, 2013. On ~~Until~~January a1, ~~transaction~~2013, isthe ~~effectuated~~Company executed the Note, weunder ~~will~~which ~~continue~~the toCompany ~~offer~~has ~~management~~the ~~consulting~~right ~~services~~to draw up to ~~offset~~$1,500,000 afor ~~portion~~working ofcapital ~~our~~purposes. ~~operating~~At ~~costs~~June ~~resulting~~30, in2014, ~~our~~the ~~incurring~~outstanding ~~moderate~~balance ~~operating~~on ~~losses~~the ~~during~~Note ~~that~~was ~~period~~$517,353, including accrued interest of $14,021, and is payable in full on January 31, 2015.

~~Until~~During wethe ~~are~~six ~~able~~months toended ~~implement~~June ~~our~~30, ~~acquisition~~2014, ~~plan and recognize positive~~ cash ~~flow~~provided ~~from~~by operations, wetotaled ~~plan~~$433,337, compared to ~~fund~~cash ~~our~~used ~~working~~in ~~capital~~operations ~~needs~~of ~~using~~$(23,137) ~~funds~~for ~~from~~the acomparable ~~Promissory~~prior ~~Note~~year weperiod. ~~issued~~Cash tofrom ainvesting ~~related~~activities ~~party~~was on$0 ~~January~~for ~~8, 2013, whereby we have~~ the ~~ability~~six tomonths ~~draw~~ended upJune ~~to $1~~30,~~500,000~~ to2014 ~~pay~~and ~~ongoing operating expenses~~2013. ~~The~~During ~~Promissory~~the ~~Note~~six ~~matures~~months onended ~~January~~June 3130, ~~2015~~2014, ~~and~~cash ~~can~~used bein ~~settled~~financing inactivities ~~either~~was ~~cash~~$(432,476), orconsisting ~~shares~~of repayments of ~~Common~~$451,476 ~~Stock~~on ata ~~maturity,~~note ~~for~~payable ~~the~~to ~~outstanding~~a ~~principle~~related ~~amount~~party and ~~accrued~~advances ~~interest.~~from Wea ~~believe~~related ~~that~~party ~~the~~of ~~approximate~~ $119,~~300,~~000, ~~remaining~~compared ~~availability under this Promissory Note is sufficient~~ to ~~sustain~~cash ~~our~~provided ~~current~~by ~~level~~financing activities of ~~operations~~$27,790 for the ~~next~~comparable 12prior ~~months.~~year ~~However~~period, ~~growth~~consisting of ~~operations~~proceeds orfrom ~~acquisition~~related ofparty ~~business~~contributions oroffset ~~assets~~by ~~will~~repayments beof ~~dependent~~a ~~upon~~note ~~our~~payable ~~ability~~ to ~~issue~~a ~~additional~~related ~~debt and/or equity securities~~party.

~~Off-Balance~~At ~~Sheet~~June ~~Arrangements~~30, 2014, we had no material commitments for capital expenditures and our operations currently consist of working towards effecting one or more transactions to acquire or purchase assets and/or operations from healthcare entities located in the Houston, Texas Metropolitan Area. While the Company is working toward effecting such transactions, the officers of the Company are providing management consulting services to entities in the healthcare industry that are also located in Houston, Texas and surrounding areas. During the three and six months ended June 30, 2014, we earned revenue of $397,056 and $613,225, respectively from these management-consulting services.

WeAlthough dowe ~~not~~are ~~have~~currently ~~any~~evaluating ~~off-balance~~several ~~sheet~~opportunities ~~arrangements~~to ~~that~~acquire ~~have~~assets or ~~are~~business ~~reasonably~~operations, ~~likely~~there tocan ~~have~~be ano ~~current~~assurance orthat ~~future~~we ~~effect~~will onbe able to successfully implement our ~~financial~~plan ~~condition,~~of ~~changes~~acquisition. inUntil ~~financial~~a ~~condition~~transaction is effectuated, ~~revenues~~we orwill ~~expenses,~~continue ~~results~~to offer management consulting services to offset a portion of ~~operations,~~our ~~liquidity,~~operating ~~capital~~costs ~~expenditures~~resulting orin ~~capital~~us ~~resources~~incurring ~~that~~moderate isoperating ~~material~~losses toduring ~~investors~~that period.

Until we are able to implement our acquisition plan and recognize positive cash flow from operations, we plan to fund our working capital needs using funds from the Note that we issued to a related party on January 1, 2013, whereby we have the ability to draw up to $1,500,000 to pay ongoing operating expenses. The Note matures on January 31, 2015 and can be settled in either cash or shares of Common Stock at maturity, for both the outstanding principle amount and accrued interest. We believe that the approximate $997,000 remaining availability under the Note is sufficient to sustain our current level of operations for a reasonable period of time. However, growth of operations or acquisition of business or assets will be dependent upon our ability to issue additional debt and/or equity securities.

Our primary cash requirement is paying our operating expenses and servicing our debt. Our primary cash source is from consulting services and advances on the Note to a related party, and our primary use of cash is to fund operations.

Off-Balance Sheet Arrangements

We do not have any offbalance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule ~~12b-2~~12b2 of the Exchange Act and are not required to provide the information required under this item.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosure.

As required by Rules ~~13a-15~~13a15(b) and ~~15d-15~~15d15(b) of the Exchange Act, an evaluation as of ~~September~~June 30, ~~2013~~2014 was conducted under the supervision and with the participation of our principal executive and principal financial officers of the effectiveness of our disclosure controls and procedures (as defined in Rules ~~13a-15~~13a15(e) and ~~15d-15~~15d15(e) under the Exchange Act). Based on this evaluation, our principal executive and principal financial ~~officer~~officers concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified. Our principal executive and principal financial officers also concluded that our disclosure controls and procedures were effective as of ~~September~~June 30, ~~2013~~2014, to provide reasonable assurance of the achievement of these objectives.

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Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~September~~June 30, ~~2013~~2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II - Other Information

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule ~~12b-2~~12b2 of the Exchange Act and are not required to provide the information required under this item.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. ~~Exhibits~~Exhibit

The following exhibits are filed as part of this Quarterly Report. For convenient reference, each exhibit is listed according to the Exhibit Table of Item 601 of Regulation ~~S-K~~SK.

Exhibit Number	Description
3.1	Certificate of Incorporation of BidGive International, Inc. (filed as Exhibit 3 to the Company's Preliminary Information Statement on Schedule 14C filed on March 12, 2004, and incorporated herein by reference).
3.2	Bylaws of BidGive International, Inc. (filed as Exhibit 3 to the Company's Preliminary Information Statement on Schedule 14C filed on March 12, 2004, and incorporated herein by reference).
3.3	Certificate of Ownership and Merger of Parent into Subsidiary filed with the Delaware Secretary of State on April 12, 2004 (filed as Exhibit 3.3 to the Company’s Form 10-K filed February 8, 2013, and incorporated herein by reference).
3.4	Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on December 18, 2009 (filed as Exhibit 3.4 to the Company’s Form 10-K filed February 8, 2013, and incorporated herein by reference).
3.5	Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on October 23, 2012 (filed as Exhibit 3.5 to the Company’s Form 10-K filed February 8, 2013, and incorporated herein by reference).
3.6	Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on January 31, 2013 (filed as Exhibit 3.5 to the Company’s Form 10-K filed February 8, 2013, and incorporated herein by reference).
10.1	Executive Employment Agreement entered into by and between Med One Oak, Inc. and Ivan Wood, Jr. effective as of January 1, 2013 (filed as Exhibit 10.1 to the Company’s Form 8-K filed January 7, 2013, and incorporated herein by reference).
10.2	Executive Employment Agreement entered into by and between Med One Oak, Inc. and Pam Roth effective as of January 1, 2013 (filed as Exhibit 10.2 to the Company’s Form 8-K filed January 7, 2013, and incorporated herein by reference).

Exhibit

10.3	Promissory Note entered into on January 1, 2013 by and between the Company as borrower in favor of Greater Houston Physician Medical Association, PLLC, (filed as Exhibit 10.3 to the Company’s Form 8-K filed January 7, 2013, and incorporated herein by reference).
31.1 *	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and15d-14(a) under the Securities Exchange Act of 1934, as amended.
31.2 *	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1 *	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2 *	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase
101.LAB**	XBRL Taxonomy Extension Label Linkbase
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase

Number Description

3.1	Certificate of Incorporation of BidGive International, Inc. (filed as Exhibit 3 to the Company's Preliminary Information Statement on Schedule 14C filed on March 12, 2004, and incorporated herein by reference).

3.2	Bylaws of BidGive International, Inc. (filed as Exhibit 3 to the Company's Preliminary Information Statement on Schedule 14C filed on March 12, 2004, and incorporated herein by reference).

3.3	Certificate of Ownership and Merger of Parent into Subsidiary filed with the Delaware Secretary of State on April 12, 2004 (filed as Exhibit 3.3 to the Company’s Form 10K filed February 8, 2013, and incorporated herein by reference).

3.4	Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on December 18, 2009 (filed as Exhibit 3.4 to the Company’s Form 10K filed February 8, 2013, and incorporated herein by reference).

3.5	Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on October 23, 2012 (filed as Exhibit 3.5 to the Company’s Form 10K filed February 8, 2013, and incorporated herein by reference).

3.6	Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on January 31, 2013 (filed as Exhibit 3.5 to the Company’s Form 10K filed February 8, 2013, and incorporated herein by reference).

10.1	Executive Employment Agreement entered into by and between Med One Oak, Inc. and Ivan Wood, Jr. effective as of January 1, 2013 (filed as Exhibit 10.1 to the Company’s Form 8K filed January 7, 2013, and incorporated herein by reference).

10.2	Executive Employment Agreement entered into by and between Med One Oak, Inc. and Pam Roth effective as of January 1, 2013 (filed as Exhibit 10.2 to the Company’s Form 8K filed January 7, 2013, and incorporated herein by reference).

10.3	Promissory Note entered into on January 1, 2013 by and between the Company as borrower in favor of Greater Houston Physician Medical Association, PLLC, (filed as Exhibit 10.3 to the Company’s Form 8K filed January 7, 2013, and incorporated herein by reference).

31.1 *

Certification of Chief Executive Officer Pursuant to Rule 13a14(a) and15d14(a) under the Securities Exchange Act of 1934, as amended.

31.2 *

Certification of Chief Financial Officer Pursuant to Rule 13a14(a) and15d14(a) under the Securities Exchange Act of 1934, as amended.

32.1 *	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

32.2 *	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

101.INS**	XBRL Instance Document

101.SCH**	XBRL Taxonomy Extension Schema

101.CAL**	XBRL Taxonomy Extension Calculation Linkbase

101.LAB**	XBRL Taxonomy Extension Label Linkbase

101.PRE**	XBRL Taxonomy Extension Presentation Linkbase

________

*Filed herewith.

**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

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**Pursuant to Rule 406T of Regulation ST, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

SIGNATURES

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

MED ONE OAK, INC.

Dated: November 19, 2013	By: /s/ Ivan Wood, Jr.
Dated: August 14, 2014	By: /s/ Chase Chandler
	Chief Executive Officer and President (Principal Executive Officer)
	Chief Executive Officer and President
Dated: November 19, 2013	By: /s/ Pamela J. Roth
	(Principal Executive Officer)
	Chief Financial Officer (Principal Financial Officer)

Dated: August 14, 2014	By: /s/ Pamela J. Roth

	Chief Financial Officer
	(Principal Financial Officer)

Filing Compare · Med One Oak, Inc.