United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~SEPTEMBER~~ June 30, ~~2013~~2014

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

Commission File No: 333-13679

MIT HOLDING, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

DELAWARE		20-3420795
(State or other jurisdiction of		(I.R.S. Employer ID No)
incorporation or organization)

DELAWARE		20-3420795
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer ID No)

	11835 W. Olympic Blvd, Suite 1235E, Los Angeles, CA 90064
	(Address of principal executive office) (Zip Code)

~~351B~~Registrant’s telephone ~~Commercial~~number: ~~Way.,~~(310) ~~Savannah, GA 31406~~312-6888

~~(Address of principal executive office) (Zip Code)~~N/A

~~Registrant’s~~(Former name, ~~telephone~~former ~~number:~~address ~~(912)~~and ~~925-1905~~former fiscal year,

~~N/A (Former name, former address and former fiscal year,~~ if changed since last report)

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

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

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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (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 12b-2 of the Exchange Act). Yes [ ] No [X]

The number of shares of common stock, no par value per share, outstanding as of ~~November~~ August 18, ~~2013~~2014 was 2834,~~910~~826,~~601~~521.

MIT HOLDING, INC.

FORM 10-Q

QUARTERLY PERIOD ENDED ~~SEPTEMBER~~ June 30, ~~2013~~2014

INDEX

TABLE OF ~~CONTENTS~~

		Page
	PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	F-1
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	9
Item 4T:	Controls and Procedures	9
	PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	10
Item 1A:	Risk Factors	10
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3:	Defaults Upon Senior Securities	10
Item 4:	Removed and Reserved	10
Item 5:	Other Information	10
Item 6:	Exhibits	10

CONTENTS

		Page
	PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	F-1

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

Item 3:	Quantitative and Qualitative Disclosures About Market Risk	8

Item 4T:	Controls and Procedures	8

	PART II – OTHER INFORMATION

Item 1:	Legal Proceedings	9

Item 1A:	Risk Factors	9

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	9

Item 3:	Defaults Upon Senior Securities	9

Item 4:	Removed and Reserved	9

Item 5:	Other Information	9

Item 6:	Exhibits	9

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page	~~Page~~
Financial Statements (Unaudited)
Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012		F-1
Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013	F-1
Consolidated Statements of Operations for the three months ended September 30, 2013 and 2012		F-2
Consolidated Statements of Operations for the six months ended June 30, 2014 and 2013	F-2
Consolidated Statements of Operations for the nine months ended September 30, 2013 and 2012		F-3
Consolidated Statements of Operations for the three months ended June 30, 2014 and 2013	F-3
Consolidated Statement of Stockholders’ Deficiency for the three months ended September 30, 2013		F-4
Consolidated Statements of Stockholders’ Deficiency for the three months ended June 30, 2014	F-4
Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012		F-5
Consolidated Statements of Cash Flows for the three months ended June 30, 2014 and 2013	F-5
Notes to Consolidated Financial Statements	F-6 - F-24	~~F-6 - F-23~~

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

MIT HOLDING, INC.

CONSOLIDATED BALANCE SHEETS

	SEPTEMBER 30, 2013			DECEMBER 31, 2012
	(Unaudited and Unreviewed)
ASSETS
CURRENT ASSETS
Cash	$	21,821		$	52,758
Accounts receivable, net of allowance for doubtful accounts of $200,127 and $508,719 respectively		362,898			236,235
Inventories		146,819			142,878
Employee advances		450			1,430
Prepaid expenses		47,192			47,192
Total current assets		579,180			480,493
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $133,338 and $133,338, respectively		27,256			27,256
OTHER ASSETS
Investment in subsidiary and related contracts		329,441			396,053
Total other assets		329,441			396,053
TOTAL ASSETS	$	935,877		$	903,802
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	3,317,857		$	2,616,685
Current portion of debt		1,226,647			337,265
Total current liabilities		4,544,504			2,954,130
LONG-TERM DEBT		-			953,988
Common stock subject to mandatory redemption 5,000,000 shares issued second quarter 2012		250,000			250,000
Estimated liability for equity-based financial instruments with characteristics of liabilities:
Series A Convertible Preferred Stock (179.67 and 179.67 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively)		151,738			151,738
Warrants		5,213			5,213
TOTAL LIABILITIES		4,951,455			4,315,069
STOCKHOLDERS’ DEFICIENCY
Preferred stock, $0.000001 par value; 5,000,000 shares authorized, 179.67 and 179.67 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively (included in liabilities)
Series B preferred stock $.000001 par value, 1,100,000 shares authorized, 1,100,000 and 1,100,000 issued and outstanding at September 30, 2013 and December 31, 2012		1			-
Common stock, $0.000001 par value; 250,000,000 shares authorized, 28,910,601 and 52,254,571 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively. (5,000,000 additional shares included in liabilities)		140			88
Additional paid-in capital		8,264,868			7,582,166
Accumulated deficit		(12,280,587	)		(10,993,521	)
Total stockholders’ (deficiency)		(4,015,578	)		(3,411,267	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	935,877		$	903,802

UNAUDITED AND UNREVIEWED

The accompanying notes are an integral part of these statements.

	June 30, 2014			December 31, 2013
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	29,067		$	38,337
Accounts receivable, net of allowance for doubtful accounts of $342,028 and $342,027, respectively		219,113			180,516
Inventories		118,190			135,911
Employee advances		3,145			450
Prepaid expenses and other current assets		21,331			9,526

Total current assets		390,846			364,740

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $133,338 and $133,338, respectively		27,256			27,256

OTHER ASSETS
Note receivable from purchaser of discontinued operations		479,221			479,221

Total other assets		479,221			479,221

TOTAL ASSETS	$	897,323		$	871,217

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	2,994,165		$	3,403,446
Current portion of long-term debt		1,214,147			1,213,647

Total current liabilities		4,158,312			4,617,093

Long-term debt		-			-
Common stock subject to mandatory redemption; 5,000,000 shares issuable at December 31, 2010 (Note F) B		250,000			250,000
Estimated liability for equity-based financial instruments with characteristics of liabilities:
Series A Convertible Preferred stock (179.67 and 179.67 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively)		151,738			151,738
Warrants		5,213			5,213

TOTAL LIABILITIES		4,565,263			5,024,044

STOCKHOLDERS’ DEFICIENCY
Preferred stock, $0.000001 par value; 5,000,000 shares authorized, 179.67 and 179.67 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively (included in liabilities)		-			-
Series B Preferred stock, $0.000001 par value 1,100,000 shares authorized. 1,100,000 shares outstanding at June 30, 2014 ( See Note Q)		1			1
Common stock, $0.000001 par value; 250,000,000 shares authorized, 34,826,521 and 28,910,601 shares issued and outstanding and to be issued at June 30, 2014 and December 31, 2013, respectively		146			139
Additional paid-in capital		9,033,712			8,259,648
Accumulated deficit		(12,701,799	)		(12,412,615	)

Total stockholders’ deficiency		(3,667,940	)		(4,152,827	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	897,323		$	871,217

The accompanying notes are an integral part of these statements

F-1

MIT HOLDING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2013~~ 2014 AND ~~2012~~2013

(UNAUDITED AND UNREVIEWED)

	SEPTEMBER 30, 2013			SEPTEMBER 30, 2012
	June 30, 2014			June 30, 2013
Revenue
Sales and services rendered	$	~~430~~473,~~157~~153		$	~~719~~922,~~172~~404
Cost of medical supplies		~~159~~160,~~766~~913			~~315~~438,~~267~~560
Gross profit		~~270~~312,~~391~~240			~~403~~483,~~905~~844
Operating Expenses
Salaries and payroll cost		~~151~~160,~~077~~612			~~254~~332,~~738~~347
Selling, general and administrative		~~330~~175,~~109~~012			~~456~~863,~~767~~834
Provision for doubtful accounts		-			~~165,000~~-
Depreciation and amortization		-			~~9,999~~-
Total operating expenses		~~481~~335,~~186~~624			~~886~~1,~~504~~196,181
(Loss) from operations		(210,795	)		(482,599	)
Income (loss) from operations		(23,384	)		(712,337	)
Other income (expense):
Income (expense) from revaluation of equity-based financial instruments with characteristics of liabilities at fair values (as restated for 2009- note O)		-			-
Income (expense) from revaluation of equity-based financial instruments with characteristics of liabilities at fair values		-			-
Loss from discontinued operations		-			-
Interest expense		(123,900	)		(297,332	)
Gain on disposition of Assets by MITRX, Inc- note Q		-			-
Income (loss) before provision for income taxes		(147,284	)		(1,009,669	)
Interest expense		(66,600	)		(36,630	)
Total other income (expense)		(66,600	)		(36,630	)
(Loss) before provision for income taxes		(277,395	)		(519,228	)
Provision for income taxes		-			-
Net (loss)		(277,395	)		(519,228	)
Net income (loss)		(147,284	)		(1,009,669	)
Increase in cumulative dividends payable on Series A Preferred Stock (as restated for 2009- Note O)					(25,655	)
Increase in cumulative dividends payable on Series A Preferred Stock		-			-
Net income (loss) attributable to common stockholders	$	(~~277~~147,~~395~~284	)	$	(~~544~~1,~~883~~009,669	)
Net income (loss) per common share:
Net loss per common share:
Basic and diluted	$	(0.0100	)	$	(0.0700	)
Weighted average number of common shares outstanding:
Basic and diluted		2833,~~910~~347,~~601~~541			881,~~140~~400,~~081~~811

The accompanying notes are an integral part of these statements.

F-2

MIT HOLDING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~ JUNE 30, ~~2013~~2014 AND ~~2012~~2013

(UNAUDITED AND UNREVIEWED)

	SEPTEMBER 30, 2013			SEPTEMBER 30, 2012
	June 30, 2014			June 30, 2013
Revenue
Sales and services rendered	$	1263,~~352,561~~171		$	2489,~~854,758~~341
Cost of medical supplies		~~598~~78,~~326~~722			1197,~~354,024~~871
Gross profit		~~754~~184,~~235~~449			1291,~~500,734~~470
Operating Expenses
Salaries and payroll cost		~~483~~62,~~424~~078			~~805~~136,~~280~~932
Selling, general and administrative		1101,~~193,944~~479			1498,~~343,394~~595
Provision for doubtful accounts		-			~~165,000~~-
Depreciation and amortization		-			~~29,997~~-
Total operating expenses		1163,~~677,368~~557			2635,~~343,671~~527
(Loss) from operations		(923,133	)		(842,937
Income (loss) from operations		20,892			(340,057	)
Other income (expense):
Income (expense) from revaluation of equity-based financial instruments with characteristics of liabilities at fair values (as restated for 2009- note O)		-			(37,429	)
Income (expense) from revaluation of equity-based financial instruments with characteristics of liabilities at fair values		-			-
Interest expense		(~~363~~62,~~932~~450	)		(~~150~~232,~~001~~821	)
Total other income (expense)		(363,932	)		(187,430	)
Income (loss) before provision for income taxes		(41,558	)		(576,878	)
Income (loss) before provision for income taxes		(1,287,065	)		(1,030,367	)
Provision for income taxes		-			-
Net (loss)		(1,287,065	)		(1,030,367	)
Net income (loss)		(41,558	)		(576,878	)
Increase in cumulative dividends payable on Series A Preferred Stock (as restated for 2009- Note O)		-			(25,655	)
Increase in cumulative dividends payable on Series A Preferred Stock		-			-
Net income (loss) attributable to common stockholders	$	(141,~~287,065~~558	)	$	$ (1576,~~056,022~~ 878 )	)
Net (loss) per common share:
Net loss per common share:
Basic and diluted	$	(0.0600	)	$	(0.1301	)
Weighted average number of common shares outstanding:
Basic and diluted		2034,~~055~~826,~~365~~521			881,~~140~~400,~~081~~811

The accompanying notes are an integral part of these statements.

F-3

MIT HOLDING, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2013~~2014

(UNAUDITED AND UNREVIEWED)

	Series B Preferred Stock $0.000001 par value				Common Stock, $0.000001 par value				Additional paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficiency)
Balance at December 31, 2010						5,225,457		52		6,279,362		(8,527,203	)		(2,247,789	)
Balance at December 31, 2012						8,826,081		88		7,582,166		(10,998,853	)		(3,417,599	)
Unaudited and unreviewed:
Issuance of common stock for services in first quarter 2011						4,200		-		1,470		-			1,470
Issuance of common stock for services in third quarter 2011						2,910,424		29		1,164,141		-			1,164,170
Net loss for the year ended December 31, 2011						-		-				(1,329,763	)		(1,329,763	)
Balance at December 31, 2011						8,140,081		81		7,444,973		(9,856,966	)		(2,411,912	)
Issuance of common stock for services in third quarter of 2012						686,000		7		137,193					137,193
Net loss for the twelve months ended December 31, 2012						-		-				(1,136,555	)		(1,136,555	)
Balance at December 31, 2012						8,826,081		88		7,582,166		(10,993,521	)		(3,411,267	)
Issuance of common stock for services in first quarter of 2013						3,584,520		35		107,501					107,536
Issuance of Series B Preferred stock for services in second quarter of 2013		1,100,000		1						79,997					79,998
Issuance of Series B Preferred stock for services in second quarter of 2012		1,100,000		1						79,997					79,998
Issuance of common stock for services in second quarter 2013						16,500,000		16		494,984					495,000
Net loss for the nine months ended September 30, 2013						-		-				(1,287,065	)		(1,287,065	)
Net loss for the twelve months ended December 31, 2013						-		-				(1,554,662	)		(1,554,662	)
Balance at September 30, 2013		1,100,000		1		28,910,601	$	139	$	8,264,650	$	(12,280,586	)	$	(4,015,798	)
Balance at December 31, 2013		1,100,000		1		28,910,601		140		8,264,648		(12,554,514	)		(4,289,726	)
Issuance of common stock for Settlement of liabilities in second quarter 2014						5,915,920		6		769,064					769,070
Net loss for the six months ended June, 2014						-		-				(147,284	)		(147,284	)
Balance at June 30, 2014		1,100,000		1		34,826,521		146		9,033,712		(12,701,798	)		(3,667,940	)

The accompanying notes are an integral part of these statements.

F-4

MIT HOLDING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2013~~ 2014 AND ~~2012~~2013

(UNAUDITED AND UNREVIEWED )

	SEPTEMBER 30, 2013			SEPTEMBER 30, 2012
	June 30, 2014			June 30, 2013
OPERATING ACTIVITIES
Net income (loss)	$	(1147,~~287,065~~284	)	$	(1,~~030~~009,~~367~~669	)
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Expense(income) from revaluation of equity-based financial instruments with characteristics of liabilities at fair values (as restated for 2009 - note O)		-			37,429
Income from revaluation of equity-based financial instruments with characteristics of liabilities at fair values		-			-
Depreciation and amortization		-			~~29,997~~-
Issuance of common stock for services		682,536			-
Provision for doubtful accounts		-			165,000
Amount due from lender		-			-
Changes in operating assets and liabilities:
Receivables		(127,663	)		503,128
Accounts receivable		(38,597	)		(18,559	)
Inventories		(117,~~770~~721	)		(4455,~~416~~998	)
Prepaid expenses					433
Prepaid expenses and other current assets		(14,500	)		-
Employee advances		~~980~~-			(71,~~505~~430	)
Accounts payable and accrued expenses		~~734~~(589,~~214~~679	)		~~(72~~481,~~519~~196	)
Cash provided by operating activities		1,232			(418,820	)
Net cash provided by operating activities		(772,339	)		(601,640	)
INVESTING ACTIVITIES
Issuance of stock for acquisition		-			1,074,400
Issue of Notes Payable for Trade Payables					(33,168	)
Capital expenditures		-			(10,048	)
Net cash used for investing activities					(33,168	)
Cash used for investing activities		-			1,064,352
FINANCING ACTIVITIES
Issue of stock for Services		-			-
Issuance of common stock for services		769,070			682,536
Repayment of debt		(336,~~168~~000	)		(7552,~~307~~606	)
Cash used for financing activities		(33,168	)		(75,307	)
Net cash used for financing activities		763,070			629,930
NET INCREASE (DECREASE) IN CASH		(309,~~936~~269	)		(324,~~221~~878	)
CASH BALANCE BEGINNING OF PERIOD		5238,~~757~~336			52,569
CASH BALANCE END OF PERIOD	$	2129,~~821~~067		$	2047,~~348~~691
Supplemental Disclosures:
Interest paid	$	297,332		$	150,001
Interest	$	61,450		$	297,332
Taxes paid	$	-		$	-
Taxes	$	-		$	-
Non- cash Financing Activities:
Conversion of Accounts Payable to Fixed Rate Term Note due to Cardinal Health	$	-		$	-
Conversion of Convertible Preferred Stock to Common Stock	$	-		$	-

The accompanying notes are an integral part of these statements.

F-5

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~June 30, ~~2013~~2014

(UNAUDITED AND UNREVIEWED)

NOTE A – ~~DESCRIPTION~~BASIS OF ~~BUSINESS~~PRESENTATION AND ~~BASIS~~ SUMMARY OF ~~PRESENTATION~~SIGNIFICANT ACCOUNTING POLICIES

1. Nature of Operations/ Basis of Presentation

~~MIT~~Nature of ~~Holding,~~Operations Inc., a Delaware corporation, is a holding company. Through three wholly-owned subsidiaries, MIT distributes wholesale pharmaceuticals, administers intravenous infusions, operates an ambulatory center where therapies are administered and sells and rents home medical equipment.

~~Medical Infusion Technologies, Inc. was incorporated in November 1991 in the state of Georgia. On July 6, 2006, an agreement and plan of merger was made between~~ MIT Holding, Inc., a Delaware corporation, ~~Medical~~is ~~Infusion~~a ~~Technologies,~~holding ~~Inc~~company., ~~and~~Through ~~MIT~~three ~~Acquisition~~wholly-owned Asubsidiaries, ~~Inc.~~MIT Bydistributes ~~this agreement~~wholesale pharmaceuticals, ~~MIT Holding~~administers intravenous infusions, ~~Inc.~~provides ~~became~~medical ~~the~~management ~~parent~~services, ~~company~~operates ~~and~~an ~~Medical~~ambulatory ~~Infusion~~center ~~Technologies,~~where therapies ~~Inc.~~are administered and ~~MIT~~sells ~~Ambulatory~~and ~~Care~~rents ~~Center,~~home ~~Inc.,~~medical ~~wholly-owned subsidiaries~~equipment.

Medical Infusion Technologies, Inc. was incorporated in November 1991 in the state of Georgia. On July 6, 2006, an agreement and plan of merger was made between MIT Holding, Inc., a Delaware corporation, Medical Infusion Technologies, Inc., and MIT Acquisition A, Inc. By this agreement, MIT Holding, Inc. became the parent company and Medical Infusion Technologies, Inc. and MIT Ambulatory Care Center, Inc., the wholly-owned subsidiaries.

MIT Holding, Inc. Merger with Convention All Holdings, Inc.

Our company was formerly known as Convention All Holdings, Inc. ~~and,~~On on May 2, 2007, we then acquired a 100% ownership interest in MIT Holding, Inc. through a merger of MIT Holding, Inc. with and into MIT CVAH Acquisition Corp., a newly formed Delaware corporation and wholly-owned subsidiary, in exchange for 32,886,779 shares of our common stock. Simultaneously with the Merger, the company formerly known as MIT Holding, Inc. changed its name to Medical Infusion Group, Inc., and we changed our name to MIT Holding, Inc. As a result of the Merger, we now own 100% of Medical Infusion Group, Inc., a Delaware corporation, which, in turn, continues to own 100% of the issued and outstanding shares of capital stock of MIT Ambulatory Care Center, Inc., a Georgia corporation (“Ambulatory”), ~~Medical~~ Medical Infusion Technologies, Inc., a Georgia corporation (“Infusion”) and MIT International Distribution, Inc., a Delaware corporation (“MIT International”).

2.In May, ~~Basis~~2007, ofwe ~~Presentation~~changed our ticker symbol on the OTC Bulletin Board to MITD.OB.

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

3. Going Concern

At September 30, 2013, the Company had negative working capital of $1,527,301. From inception, the Company has incurred an accumulated deficit of $6,110,524. These factors raise substantial doubt as to the Company’s ability to continue as a going concern.

F-6

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~ June 30, ~~2013~~2014

(UNAUDITED AND UNREVIEWED)

NOTE A A – ~~DESCRIPTION~~BASIS OF ~~BUSINESS~~PRESENTATION AND ~~BASIS~~SUMMARY OF ~~PRESENTATION~~SIGNIFICANT ACCOUNTING POLICIES (continued)

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources1. ~~The~~Basis ~~lack~~ of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.Presentation

The accompanying consolidated financial statements dohave ~~not~~been ~~include~~prepared ~~any~~in ~~adjustments~~conformity ~~related~~with toaccounting ~~the~~principles ~~recoverability~~generally oraccepted in ~~classification of asset-carrying amounts or~~ the ~~amounts and~~United ~~classification~~States of ~~liabilities that may result should the Company be unable to continue as a going concern~~America.

~~F-7~~2. Principles of Consolidation

The accompanying consolidated financial statements include the accounts of MIT ~~HOLDING~~Holdings, Inc and its wholly owned subsidiaries. All ~~INC~~intercompany balances and transactions have been eliminated in consolidation.

~~NOTES~~3. TOUse ~~CONSOLIDATED~~of ~~FINANCIAL STATEMENTS~~estimates

~~SEPTEMBER~~The preparation ~~30,~~of ~~2013~~financial statements in conformity 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 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. Actual results could differ from those estimates.

~~(UNAUDITED~~4. ~~AND~~Cash ~~UNREVIEWED)~~Equivalents

~~NOTE~~Investments having Ban –original ~~INTERIM~~maturity ~~FINANCIAL~~of ~~STATEMENTS~~90 days or less that are readily convertible into cash are considered cash equivalents. The Company had no cash equivalents as of June 30, 2014 and December 31, 2013.

The unaudited condensed consolidated financial statements as of September 30, 2013 and for the three months and six months ended September 30, 2013 and 2011 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10 - Q5. InFair ~~the~~Value ~~opinion~~ of ~~management,~~Financial the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2013 and the results of operations and cash flows for the three months and six months ended September 30, 2013 and 2011. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three month period ended September 30, 2013 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2011. The balance sheet at December 31, 2011 has been derived from the audited consolidated financial statements at that date.Instruments

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2010 included in our Form 10–K filed April 19, 2011.

NOTE C – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of MIT Holding, Inc. and Medical Infusion Technologies, Inc. and MIT Ambulatory Care Center, Inc., wholly-owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.

2. Use of Estimates

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

F-8

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED AND UNREVIEWED)

NOTE C – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

3. Cash Equivalents

Investments having an original maturity of 90 days or less that are readily convertible into cash are considered cash equivalents. The Company had no cash equivalents as of September 30, 2013.

4. Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, net, accounts payable and accrued expenses, and debt. The fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments or based upon market quotations or quotations of instruments with similar interest rates and similar maturities.

5. Accounts Receivable, Net of Allowance for Doubtful Accounts

The Company derives most of its revenue from contracts with third party payors such as insurance companies and Medicare and Medicaid programs. Its billings are often settled lower by such payors. An allowance for doubtful accounts is established and recorded based on historical experience and the aging of the related accounts receivable.

6.	Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market (net realizable value). They consist mainly of pharmaceutical supplies and medical equipment.

F-7

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

UNAUDITED AND UNREVIEWED

NOTE A – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

7.	Property and Equipment

Property and equipment are stated at cost and are depreciated principally on methods and at rates designed to amortize their costs over their estimated useful lives.

The estimated service lives of property and equipment are principally as follows:

Furniture and fixtures	~~5- 7 years~~	5 - 7 years
Computer equipment	~~3- 7 years~~	3 - 7 years
Vehicles	~~5- 7 years~~	5 - 7 years

F-9

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED AND UNREVIEWED)

NOTE C – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized.

8.	Long-Lived Assets

Property and equipment and other long-lived assets, including non-compete agreements, are evaluated for impairment whenever events or conditions indicate that the carrying value of an asset may not be recoverable, but not less than annually. If the sum of undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets.

9.	Revenue Recognition

Sales and services ~~rendered~~ are recorded when products ~~and services~~ are delivered to the customers. Provision for discounts, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. In instances where products are configured to customer requirements, revenue is recorded upon the successful completion of the Company’s final test procedures.

10.	Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) 718, “Compensation- Stock Compensation”.

~~In addition to requiring supplemental disclosures, ASC 718, Compensation – Stock Compensation, addresses the accounting for share~~F-based payment transactions in which a company receives goods in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. FASB ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions.8

References to the issuances of restricted stock refer to stock of a public company issued in private placement transactions to individuals who are eligible to sell all or some of their shares of restricted Common Stock pursuant to Rule 144 promulgated under the Securities Act of 1933 (“Rule 144”), subject to certain limitations. In general, pursuant to Rule 144, a stockholder who is not an affiliate and has satisfied a six-month holding period may sell all of his restricted stock without restriction, provided that the Company has current information publicly available. Rule 144 also permits, under certain circumstances, the sale of restricted stock, without any limitations, by a non-affiliate of the Company that has satisfied a one-year holding period.

F-10

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~ June 30, ~~2013~~2014

(UNAUDITED AND UNREVIEWED)

NOTE A C – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In addition to requiring supplemental disclosures, ASC 718, Compensation – Stock Compensation, addresses the accounting for share-based payment transactions in which a company receives goods in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. FASB ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions.

11.	Advertising Costs

Advertising costs are expensed as incurred. Advertising expense totaled $ ~~33,876~~405 for the ~~nine~~year ~~months~~ ended ~~September~~June 30, ~~2013~~2014 and $ 8438,~~294~~140 for the ~~nine~~year ~~months~~ ended ~~September~~December 3031, ~~2012~~2013.

12.	Income Taxes

Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements by applying enacted statutory tax rates expected to apply in the years in which these temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

13.	Net Income (Loss) per Common Share

Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation.

For the nine months ended September 30, 2013 and 2012, diluted weighted average number of common shares outstanding exclude 3,593,460 (2009 : 3,793,460) shares issuable on conversion of Series A Preferred Stock, 600,000 shares issuable on exercise of outstanding stock options and 8,418,780 shares issuable on exercise of outstanding warrants.F-9

F-11

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~ June 30, ~~2013~~2014

(UNAUDITED AND UNREVIEWED)

NOTE A C – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

For the years ended June 30, 2014 and 2013, diluted weighted average number of common shares outstanding exclude 3,593,460 shares issuable on conversion of Series A Preferred Stock, 600,000 shares issuable on exercise of outstanding options and 8,418,780 shares issuable on exercise of outstanding warrants.

14.	Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

15.	Recent Accounting Pronouncements

~~Certain~~Effective for ~~accounting~~interim ~~pronouncements~~and ~~have~~annual ~~been~~periods ~~issued~~ending by after September 15, 2009, the FASB ~~and~~Accounting ~~other~~Standards ~~standard~~Codification ~~setting~~(the ~~organizations~~“Codification”) is ~~which~~the ~~are~~single ~~not~~source ~~yet~~of ~~effective~~authoritative literature of U.S. generally accepted accounting principles (“GAAP”). The Codification consolidates all authoritative accounting literature into one internet-based research tool, which supersedes all preexisting accounting and ~~have~~reporting ~~not~~standards, ~~yet~~excluding ~~been~~separate ~~adopted~~rules and other interpretive guidance released by the ~~Company~~SEC. ~~The~~New ~~impact~~accounting guidance onis now issued in the ~~Company’s~~form ~~consolidated~~of ~~financial~~Accounting ~~position~~Standards ~~and~~Updates, ~~results~~which ofupdate ~~operations~~the ~~from~~Codification. The adoption of ~~these~~the ~~standards~~Codification is did not ~~expected to~~result bein ~~material~~any change in the Company’s significant accounting policies.

F-10

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

UNAUDITED AND UNREVIEWED

NOTE A – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In August 2009, the FASB issued an update to ASC 820. This Accounting Standards Update (“ASU”) No. 2009-5, Measuring Liabilities at Fair Value (“ASU 2009-5”) amends the provisions in ASC 820 related to the fair value measurement of liabilities and clarifies for circumstances in which a quoted price in an active market for the identical liability is not available. ASU 2009-5 is intended to reduce potential ambiguity in financial reporting when measuring the fair value of liabilities. ASU 2009-5 was effective for the Company in the first quarter of fiscal year 2010. ASU 2009-5 concerns disclosure only. The adoption of ASU 2009-5 did not have a material effect on the Company’s consolidated financial statements.

In December 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-17, which codifies SFAS No. 167, Amendments to FASB Interpretation No. 46(R) issued in June 2009. ASU 2009-17 requires a qualitative approach to identifying a controlling financial interest in a variable interest entity (“VIE”), and requires ongoing assessment of whether an entity is a VIE and whether an interest in a VIE makes the holder the primary beneficiary of the VIE. ASU 2009-17 is effective for annual reporting periods beginning after November 15, 2009. The adoption of ASU 2009-17 did not have a material effect on the Company’s financial statements.

In January 2010, the FASB issued ASU 2010-6, Improving Disclosures About Fair Value Measurements, which requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair-value measurements. ASU 2010-6 is effective for annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for annual periods beginning after December 15, 2010. The Company believes that the adoption of ASU 2010- 6 will not have a material effect on its consolidated financial statements.

Certain other accounting pronouncements have been issued by FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s consolidated financial position and results of operations from adoption of these standards is not expected to be material.

NOTE B – GOING CONCERN

At June 30, 2014, the company had negative working capital of $2,819,478 and a stockholders’ deficiency of $3,667,940. From inception the Company has incurred an accumulated deficit of $12,779,515. These factors raise substantial doubt as the Company’s ability to continue as a going concern. There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

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

F-11

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

UNAUDITED AND UNREVIEWED

NOTE C – RESERVED

NOTE D – ACCOUNTS RECEIVABLE

Accounts receivable consist of:

	September 30, 2013			December 31, 2012
	June 30,
Ambulatory care	$	72,627		$	68,277
	2014			2013
Infusions		18,757			18,757
Ambulatory care	$	124,036		$	62,714
Durable medical equipment		199,457			137,627
Infusions		173,714			209,003
Wholesale		272,185			211,702
Durable medical equipment		263,390			183,205
Total		~~563~~561,~~026~~140			~~436~~454,~~363~~922
Allowance for doubtful accounts		(~~200~~342,~~128~~027	)		(200,128	)
Net	$	~~362~~219,~~898~~113		$	~~236~~248,~~235~~914

The allowance for doubtful accounts changed as follows:

	Nine months ended September 30, 2013		Twelve months ended December 31,2012
	Year Ended June 30,
Balance, beginning of year	$	200,128	$	238,515
	2014		2013
Provision for doubtful accounts		-		199,941
Balance, beginning of year	$	342,027	$	200,128
Write offs		-		(238,328	)
Provision for doubtful accounts		-		-
Balance, end of period	$	200,128	$	200,128
Writeoffs				-
Balance, March 31, 2014	$	342,027	$	200,127

F-12

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~ June 30, ~~2013~~2014

(UNAUDITED AND UNREVIEWED)

NOTE E – INVENTORIES

Inventories consist of:

	September 30, 2013		December 31, 2012
	June 30,
Ambulatory care	$	72,627	$	57,151
	2014		2013
Infusions		66,068		50,007
Ambulatory care	$	17,729	$	45,223
Durable medical equipment		29,364		38,719
Infusions		70,913		75,373
Total	$	146,819	$	142,877
Durable medical equipment		29,548		30,149
				-
Total	$	118,190	$	150,745

NOTE F – NON-COMPETE AGREEMENT

Non-compete agreement consists of:

	September 30, 2013			December 31, 2012
	June 30,
		2014			2013
Consideration to seller of Infusion and Ambulatory (and Company’s chief operating officer) attributable to non-compete agreement executed May 10, 2005	$	200,000		$	200,000
Accumulated amortization		(200,000	)		(97200,~~929~~000	)
Total	$	-		$	102,071
Net	$	-		$	-

The non-compete agreement is being amortized over the estimated remaining period of the agreement (see Note NM).

F-13

~~NOTE~~MIT HOLDING, GINC. ~~– DEBT~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

UNAUDITED AND UNREVIEWED

NOTE G – LONG-TERM DEBT

The Company’s debt is as follows:

	September 30, 2013		December 31, 2012
	June 30, 2014		June 30, 2013
Globank Corp., interest at 14.9% payable monthly commencing January 1, 2001(interest at 60% in 2009 and 2010), due in monthly installments of $1,000 from February 1, 2011 to December 1, 2013 and a balloon payment of $1,002,727 on January 1, 2014, secured by Company assets and guaranties of the Company’s chief executive officer and the Company’s three subsidiaries (less unamortized debt discounts of $410,000 and $0, respectively) MIT’s newly elected Co-Chairman and Co-President, Walter H.C. Drakeford (“Drakeford”) whom is also the Company’s new Chief Financial Officer, Secretary and Director has had a professional relationship with a financing entity in which the president of Globank is involved in.	$	705,727	$	695,727
Globank Corp., interest at 14.9% payable monthly commencing January 1, 2001(interest at 60% in 2009 and 2010), due in monthly installments of $1,000 from February 1, 2011 to December 1, 2013 and a balloon payment of $1,002,727 on January 1, 2014, secured by Company assets and guaranties of the Company’s chief executive officer and the Company’s three subsidiaries (less unamortized debt discounts of $410,000 and $410,000, respectively) MIT’s Chairman and President, Walter H.C. Drakeford (“Drakeford”) whom is also the Company’s Secretary and Director sat on the same Board of Directors with a financing entity in which the president of Globank is involved in.	$	705,727	$	694,227
Suntrust Bank fixed rate term note, interest at 10% due in monthly installments of principal and interest of $7,798 through April 10, 2014, secured by guaranty of the Company’s Chief Executive Officer		154,863		166,358
Cardinal Health fixed rate term note, interest at 10% due in monthly installments of principal and interest of $7,798 through April 10, 2014, secured by guaranty of William C. Parker.		149,863		154,863
Smith Drug Co. fixed rate term note, interest at 6% due in monthly installments of principal and interest of $5,211 through December 28, 2013, secured by guaranty of the Company’s Chief Executive Officer		24,462		74,572
Smith Medical installment loan, interest at 12% due in monthly installments of principal and interest of $5,212 through December 28, 2013, secured by guaranty of William C. Parker.		16,961		22,962
Metro Medical Inc. fixed rate term note, interest at 12%, due in monthly installments of principal and interest of $7,798 through September 20, 2014, secured by guaranty of the Company’s Chief Executive Officer. Principal and interest payments of $5,000 through September 20,2012, $10,000 through March 20, 2013 and $20,000 through August 20, 2014		341,595		354,595
Metro Medical installment loan, interest at 1% due in monthly installments of principal and interest of $20,000 through April 10, 2014, secured by guaranty of William C. Parker.		341,595		341,595
Total		1,~~226~~214,~~647~~147		1,~~291~~213,~~252~~646
Current portion of debt		~~1,226,647~~-		~~337,265~~-
Long – term debt	$	-1,214,147	$	~~953~~1,~~987~~213,646

~~Maturities~~At June of30, ~~debt~~2014, atthe ~~September~~debt ~~30,~~is ~~2013~~due ~~are~~ as follows:

Years ending June 30,	Amount
Year ending December 31,
2013	$	323,726
2014			1,214,147
2014		964,813
Less unamortized debt discounts			(410,000	)
	$	1,226,647
Net		$	813,646

F-14

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~ June 30, ~~2013~~2014

(UNAUDITED AND UNREVIEWED)

NOTE G – LONG-TERM DEBT (continued)

On December 31, 2010, the Company entered into a Loan and Security Agreement (the “New Loan”) with Globank Corp. (“Globank”) to modify the Original Agreement and Original Note dated July 29, 2008. Pursuant to the New Loan and Amended and Restated Promissory Note, the principal amount increased from $500,000 to $1,037,727, the maturity date was extended from July 29, 2010 to January 1, 2014 and the interest rate was reduced from 60% to 14.9% per annum. The $537,727 increase in principal was applied as follows:

Company satisfaction of accrued interest payable on Original Note	$	322,727
Company satisfaction of Renewal Fee due to Globank		160,000
Company satisfaction of attorney fees		5,000
Company receipt of New Loan proceeds on January 24, 2011		50,000

Total	$	537,727

Also, pursuant to the New Loan, the Company agreed to issue Globank 5,000,000 restricted shares of its common stock (which occurred January 19, 2011) (the “Stock”) and Globank agreed not to transfer the Stock without the Company’s prior written consent and appointed the Company’s Chairman of the Board as its proxy with respect to the Stock for all voting purposes to December 31, 2013. The Company is to redeem the Stock no later than January 1, 2014 for an amount equal to $250,000 (“Minimum Stock Redemption Amount”) plus 50% of the excess of the Payoff Value (based on the average closing sales price of the Stock for the 5 consecutive trading days immediately preceding the Payoff Date) over $250,000, if any. The New Loan also provides for anti-dilution rights to Globank whereby Globank is to be issued additional shares of Company common stock if the Company issues additional shares to another person or entity (so that Globank retains the same percentage of stock ownership). The Stock has been reflected at the Minimum Stock Redemption Amount of $250,000 as “Common Stock Subject to Mandatory Redemption” within liabilities in the consolidated balance sheet at June 30, 2014.

The Renewal Fee of $160,000 and the Minimum Redemption Amount of $250,000 have been reflected as debt discounts in the consolidated balance sheet at June 30, 2014 and will be amortized over the term of the New Note and recognized as interest expense.

NOTE H – ESTIMATED LIABILITY FOR EQUITY-BASED FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF LIABILITIES

Effective January 1, 2009, in accordance with EITF Issue No. 07-05, “Determining Whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock”, the Company reclassified the fair values at January 1, 2009 of the outstanding Series A Convertible Preferred Stock and warrants from the private placement of the units which closed May 31, 2007 from stockholders’ equity to liabilities, as follows:

	Common
	Shares		Fair
	Equivalent		Value
Series A Convertible Preferred Stock		3,793,460	$	227,608
Warrants		8,168,780		106,194
Total financial instruments		11,962,240	$	333,802

Since at January 1, 2009 the carrying value of the outstanding financial instruments was $2,871,316, the Company recognized a cumulative effect adjustment resulting from a change in accounting principle of $2,537,514. Accordingly, the accumulated deficit balance at December 31, 2008 was decreased from $9,899,884 to $7,362,370, as adjusted, on January 1, 2009.

The characteristics which require classification of the Series A Preferred Stock and warrants as liabilities are the Company’s obligations to reduce the conversion price of the Series A Preferred Stock and the exercise price of the warrants in the event that the Company sells, grants, or issues any nonexcluded shares, options, warrants, or any convertible instrument at a price below the $0.50 current conversion price of the Series A Preferred Stock. As a result, the Company remeasures the fair values of these financial instruments each quarter, adjusts the liability balances, and reflects changes in operations as “income (expense) from revaluation of equity-based financial instruments with characteristics of liabilities at fair values”.

F-15

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~ June 30, ~~2013~~2014

(UNAUDITED AND UNREVIEWED)

NOTE H – ESTIMATED LIABILITY FOR EQUITY-BASED FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF LIABILITIES (continued)

	Common Shares Equivalent		Fair Value
Series A Convertible Preferred Stock		3,793,460	$	227,608
Warrants		8,168,780		106,194

Total financial instruments		11,962,240	$	333,802

The fair values of the financial instruments consisted of:

September 30, 2013

December 31,2012

June 30, 2014

December 31, 2013

Common

Fair

Equivalent

Value

Equivalent

Value

Series A Convertible Preferred Stock

3,593,460

~~143~~71,~~738~~869

3,793,460

151,738

Warrants

8,168,780

~~9,803~~817

8,168,780

25,323

Total financial instruments

11,762,240

~~153~~72,~~541~~686

11,962,240

177,061

Below is a reconciliation of the change in the fair values of the financial instruments from January 1, 2009 through September 30, 2013:

	Common
	Shares			Fair
	Equivalent			Value
Balance, January 1, 2009		11,962,240		$	333,802
Revaluation credited to operations		-			(164,271	)
Balance, March 31, 2009		11,962,240			169,531
Revaluation charged to operations		-			789,139
Balance, June 30, 2009		11,962,240			958,670
Revaluation credited to operations		-			(403,695	)
Balance, September 30, 2009		11,962,240			554,975
Revaluation credited to operations		-			(377,914	)
Balance, December 31, 2009		11,962,240			177,061
Revaluation charged to operations		-			332,169
Balance, March 31,2010		11,962,240			509,230
Revaluation credited to operations		-			(295,050	)
Balance, June 30, 2010		11,962,240			214,180
Conversion of Series A Convertible Preferred Stock		(200,000	)		(8,000	)
Revaluation credited to operations		-			(52,639	)
Balance, September 30, 2011		11,762,240			153,541
Revaluation credited to operations					(80,855	)
Balance, December 31, 2010		11,762,240			72,686
Revaluation charged to operations					35,395
Balance, March 31,2011		11,762,240			108,081
Revaluation charged to operations					41,375
Balance, June 30,2011		11,762,240			149,459
Revaluation credited to operations					(29,838	)
Balance, SEPTEMBER 30, 2013		11,762,240		$	119,621

F-16

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~ June 30, ~~2013~~2014

(UNAUDITED AND UNREVIEWED)

Below is a reconciliation of the change in the fair values of the financial instruments from January 1, 2009 through June 30, 2014:

	Common Shares Equivalent			Fair Value
Balance, January 1, 2009		11,962,240		$	333,802
Revaluation credited to operations		-			(164,271	)
Balance, June 30, 2009		11,962,240			169,531
Revaluation charged to operations		-			789,139
Balance, June 30, 2009		11,962,240			958,670
Revaluation credited to operations		-			(403,695	)
Balance, September 30, 2009		11,962,240			554,975
Revaluation credited to operations		-			(377,914	)
Balance December 31, 2009		11,962,240			177,061
Revaluation charged to operations					332,169
Balance June 30, 2010		11,962,240			509,230
Revaluation credited to operations		-			(295,050	)
Balance June 30, 2010		11,962,240			214,180
Conversion of Series A Convertible Preferred Stock		(200,000	)		(8,000	)
Revaluation credited to operations		-			(52,639	)
Balance September 30, 2010		11,762,240			153,541
Revaluation credited to operations		-			(80,855	)
Balance, December 31,2011		11,762,240			72,686
Revaluation credited to operations					35,395
Balance, June 30, 2014		11,762,240		$	108,081

NOTE I – PREFERRED STOCK

The Company is authorized to issue 5,000,000 shares of Preferred Stock, of which 5,000 shares have been designated Series A Preferred Stock, par value $ 0.000001. As of ~~September~~ June 30, 2014 and December 31, 2013, there are ~~1,796~~179.737 and 179.7 shares of Series A Preferred Stock issued and outstanding, respectively. Holders of Series A Preferred Stock are entitled at any time to convert their shares of Series A Preferred Stock into Common Stock, without any further payment therefore. Each share of Series A Preferred Stock is initially convertible into ~~2,000~~200 shares of Common Stock, equivalent to a Conversion Price of $0.50 per share. The number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock is subject to adjustment upon the occurrence of certain events, including, among others, a stock split, reverse stock split or combination of MIT’s Common Stock; an issuance of Common Stock or other securities of MIT as a dividend or distribution on the Common Stock; a reclassification, exchange or substitution of the Common Stock; or a capital reorganization of MIT. In the event that MIT issues any additional shares of its Common Stock following the Offering, the Conversion rate will be that number of shares of Common Stock equal to $1,000 divided by the price per share at which MIT issues Common Stock in such offering. At our option, following the effectiveness of a registration statement registering the shares of Common Stock issuable upon the conversion of the Series A Preferred Stock and the exercise of the Warrants, if the price of the Common Stock trades above 300% of the Conversion Price per share during any period of 30 consecutive trading days and the average trading volume is at least 50,000 shares per day, for such 30 day period, each share of Series A Preferred Stock can be automatically converted into Common Stock at the Conversion Rate then in effect.

The ~~liquidation~~ liquidation preference amount of each share of Series A Preferred Stock is $1,000, or a total of $1,796,730 for the ~~1,796~~179.737 shares issued and outstanding as of ~~September~~June 30, 2014 (December 31,2013: $1,896,730 for the ~~$1,896~~179.737 shares issued and outstanding).

As part of its private placement of the Units (including the Series A Preferred Stock) which closed May 31, 2007, the Company granted a financial advisor a five-year option to purchase up to 635 units (comprised of 635 shares of Series A Preferred Stock and warrants to purchase up to 1,270,000 shares of common stock at an exercise price of $0.75 per share to August 13, 2012) at a price of $1,000 per Unit.

Dividends accrue on the Series A Preferred Stock at the rate of 6% per annum and are cumulative. If and when declared, the Company may pay such dividends in cash or common stock. The cumulative undeclared and unpaid dividends are $361,184 and $295,831 at September 30, 2013 and December 31, 2012, respectively.

In the first quarter of 2013, the Board of Directors authorized 5,000,000 shares of Series B preferred shares to issued to vendors and related parties in lieu of payments for goods and services. In the second quarter of 2013, 1,100,000 shares of Series B preferred stock were issued to vendors in settlement of $80,000. in debt incurred for prior services.

NOTE J – ISSUANCE OF COMMON STOCK

In the first quarter of 2013, the Board of Directors authorized the issuance of a total of 35,845,200 shares of common stock to vendors and consultants valued at a price of $0.003 per share, or $137,200 total for settlement for goods and services.. The Company included the $137,200 in selling, general and administrative expenses in the accompanying statement of operations for the twelve months ended December 31,2012 and increased common stock and additional paid-in capital by the same amount.

F-17

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~ June 30, ~~2013~~2014

(UNAUDITED AND UNREVIEWED)

NOTE I J – ~~ISSUANCE~~PREFERRED ~~OF COMMON~~ STOCK (~~continued~~Continued)

InAs part ~~the~~of ~~first~~its ~~quarter~~private placement of ~~2013,~~the Units (including the ~~Board~~Series ofA ~~Directors authorized~~Preferred Stock) which closed May 31, 2007, the ~~issuance~~Company ofgranted a financial advisor a ~~total~~five-year option to purchase up to 63.5 units (comprised of ~~35,845,200~~63.5 shares of ~~common~~Series ~~stock~~A toPreferred ~~vendors~~Stock and warrants ~~consultants~~to ~~valued~~purchase up to 1,270,000 shares of common stock at aan exercise price of $0.~~003~~ 75 per share, orto ~~$137~~August 13,~~200~~ ~~total~~2012) ~~for~~at ~~settlement~~a ~~for~~price of ~~goods~~$1,000 ~~and~~per ~~services~~Unit.

InDividends accrue on the ~~second~~Series ~~quarter~~A ofPreferred ~~2013,~~Stock at the ~~Board~~rate of ~~Directors~~ ~~authorized~~6% ~~the~~per ~~issuance~~annum ofand aare ~~total~~cumulative. ofIf 16and when declared,~~000,500~~ ~~shares~~the ofCompany ~~common~~may ~~stock~~pay such todividends ~~vendors~~in ~~and~~cash ~~consultants~~or ~~valued~~common atstock. aThe ~~price of~~cumulative ~~$0.003~~undeclared ~~per~~and ~~share,~~unpaid ordividends are $~~495~~386,~~000~~297 ~~total~~and ~~for~~$295,831 ~~settlement~~at ~~for~~June ~~goods~~30, 2014 and ~~services~~December ~~provided~~31, to2013 ~~the company~~respectively.

~~NOTE~~On October K12, –2012, ~~STOCK~~the ~~OPTIONS~~Board ~~AND~~of ~~COMMON~~Directors ~~STOCK~~authorized ~~PURCHASE~~1,100,000 ~~WARRANTS~~shares of Series B preferred stock, at a par value of $0.000001. During the 2 nd Quarter 2013, 1,100,000 shares were issued (550,000 each) to two separate vendors in settlement of $80,000 in debt occurred for prior services. See Note O

~~A summary of stock options~~NOTE ~~and~~J ~~warrants~~– ~~activity~~ISSUANCE ~~for~~OF ~~the~~COMMON ~~year~~STOCK ~~ended December 31, 2012 and for the nine months ended September 30, 2013 follows:~~

~~All~~In January ~~options~~2011, ~~have~~the ~~expired~~Company asissued a total of ~~August~~4,200 12shares to seven parties related to or affiliated with the Company’s chief financial officer for services rendered. The Company included the $1,470 ~~2012~~estimated fair value of the shares at date of issuance in selling, general and administrative expenses in the statement of operations for the year ended December 31, 2013 and increased common stock and additional paid-in capital by the same amount.

	Common Shares Equivalent
	Stock Options		Warrants
Outstanding at December 31, 2008		600,000		8,418,780
Granted and issued		-		-
Exercised		-		-
Forfeited/expired/cancelled		-		-
Outstanding at December 31, 2009		600,000		8,418,780
Granted and issued		-		-
Exercised		-		-
Forfeited/expired/cancelled		-		-
Outstanding at September 30, 2013		600,000		8,418,780

On August 17, 2011, the Company issued a total of 2,910,424 shares of common stock valued at a price of $0.04 per share or $1,164,170 total for services rendered. 2,500,000 shares were issued to a corporation affiliated with the Company’s chief financial officer, 350,424 were issued to the Company’s chief executive officer, and a total of 60,000 shares were issued to six board members (10,000 shares each). The Company included the $1,164,170, estimated fair value of the shares in selling, general and administrative expenses in the statement of operations for the year ended December 31, 2013 and increased common stock and additional paid-in capital by the same amount.

In October, 2012, the company recognized the issuance of 686,000 shares of common stock valued at a price of $0.02 cents per share or $137,200 for consideration of services rendered and for acquisition costs relating to Palmetto Long Term Care (PLTC).

On February 22, 2013 the Company issued a total of 3,584,520 shares of common stock to various vendors providing legal and consulting services valued at .003 cents per share.

On March 15, 2013 the company announced a reverse stock split wherein for each 10 shares of common stock owned, 1 share of stock would be issued. This reduced the number of shares outstanding from 124,606,011 to 12,460,601

On May 15, 2013, the Company issued 16,500,000 shares of Common Stock in Exchange for services and debt.

F-18

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~ June 30, ~~2013~~2014

(UNAUDITED AND UNREVIEWED)

NOTE K – STOCK OPTIONS AND COMMON STOCK PURCHASE WARRANTS ~~(continued)~~

~~Stock~~A summary of stock options ~~outstanding~~and atwarrants ~~September~~activity 30for the years ended December 31, ~~2013~~2012 and December 31, 2013 and for the three months ~~2012~~ended ~~are~~June 30, 2014 follows:

All options have expired as of August 12, 2012

Date Granted	Number Outstanding		Number Exercisable		Exercise Price		Expiration Date
	Common Shares Equivalent
May 2, 2007		600,000		600,000	$	0.50	May 2, 2012
	Stock Options		Warrants
Totals		600,000		600,000
Outstanding at December 31, 2012		60,000		8,418,780
Granted and issued		-		-
Exercised		-		-
Forfeited/expired/cancelled		-		-
Outstanding at December 31, 2013		60,000		8,418,780
Granted and issued		-		-
Exercised				-
Forfeited/expired/cancelled		-		-
Outstanding at June 30, 2014		60,000		8,418,780

~~Common stock purchase warrants outstanding at September 30, 2013 and December 31, 2012 are:~~F-19

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

UNAUDITED AND UNREVIEWED

NOTE K – STOCK OPTIONS AND COMMON STOCK PURCHASE WARRANTS (Continued)

Stock options outstanding at June 30, 2014 and 2013 are:

All options have expired as of August 12, 2012.

Date Granted	Number Outstanding		Number Exercisable		Exercise Price		Expiration Date

May 2, 2007		60,000		60,000	$	0.50	May 2, 2012

Totals		60,000		60,000

Common stock purchase warrants outstanding at June 30, 2014 and June 30, 2013 are:

All warrants have expired as of August 13, 2012.

Date Granted	Number Outstanding		Exercise Price		Expiration Date
May 31, 2007		8,168,780	$	0.75	August 13, 2012
July 30, 2007		250,000	$	2.20	July 30, 2012

Total:		8,418,780

NOTE L – INCOME TAXES

Expected income tax expense (benefit) computed by applying the United States statutory income tax rate of 34% to pretax income (loss) differs from the Company’s provision for (benefit from) income taxes, as follows:

			Nine months ended September 30,
		3 Months Ended				3 Months Ended
			2013				2012
		June 30, 2014				June 30, 2013
Expected income tax expense (benefit) at 34%	~~Expected income tax expense (benefit) at 34%~~	$	$35,946	~~437,602~~		$	$147,849	~~499,083~~
Non-deductible stock-based compensation	~~Non-deductible stock-based compensation~~			~~602,536~~			107,535	~~55,184~~
	Non-deductible expense (non-taxable income) from revaluation of equity-based financial instruments with characteristics of liabilities at fair values			-				(10,178	)
Non-taxable income from revaluation of equity-based financial instruments with characteristics of liabilities at fair values
Change in valuation allowance	~~Change in valuation allowance~~		35,946	~~(1,040,138~~	)		255,384	~~(844,089~~	)
Provision for income taxes	~~Provision for income taxes~~	$	$-	-		$	$-	-

F-1920

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~ June 30, ~~2013~~2014

(UNAUDITED AND UNREVIEWED)

NOTE L – INCOME TAXES (continued)

The components of net deferred income tax assets are as follows:

	September 30, 2013			December 31, 2012
	June 30, 2014			June 30, 2013
Allowance for doubtful accounts	$	78342,~~794~~027		$	~~172~~200,~~964~~127
Net operating loss carryforward		~~356~~2,~~369~~422,594			12,~~178~~314,~~039~~594
Total		~~435~~2,~~163~~764,621			12,~~351~~514,~~003~~721
Less valuation allowance		(~~435~~2,~~163~~764,21	)		(12,~~351~~514,~~003~~721	)
Net deferred income tax assets	$	-		$	-

Based on management’s present assessment, the Company has not yet determined it to be more likely than not ~~that~~ a deferred income tax asset of up to approximately $1,~~308~~351,~~074~~003 attributable to the future utilization of the net operating loss carryforwards and other timing differences of approximately $3,~~847~~973,~~276~~539 as of ~~September~~June 30, ~~2013~~2014 will not be realized. Accordingly, the Company has maintained a ~~its~~ 100% allowance against the deferred tax asset in the financial statements at ~~September~~June 30, ~~2013~~2014. The Company will continue to review this valuation allowance and make adjustments as appropriate. The $3,~~394~~464,~~382~~820 net operating loss carryforward expires $1,743,693 in year 2028, $983,226 in year 2029 and $~~667~~737,~~463~~901 in year 2030.

NOTE L M – OPERATING SEGMENTS

The Company has four principal ~~operating~~ segments, which are as follows:

● Medical Infusion “Infusion” ● MIT ~~International~~Wholesale ~~Consulting~~“Wholesale” ● Durable Medical Equipment - “DME” ● MIT Ambulatory Care Center -“”Ambulatory ~~Care~~”

“~~MIT~~Infusion” is a provider of intravenous therapies to patients at their home, at a designated facility. MIT’s primary product lines are centered upon infusion therapy.

“~~International /Consulting~~Wholesale” is the division responsible for the marketing and distribution of ~~Provector~~Wholesale ~~on a worldwide basis for international sales and consulting only~~Pharmaceuticals.

F-20

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED AND UNREVIEWED)

NOTE M – OPERATING SEGMENTS (continued)

“DME” carries a variety of durable medical equipment and supplies.

“Ambulatory ~~Care~~” administers the intravenous therapies to patients in the Company’s facility.

The following tables show the summarized financial information of the Company’s reportable segments at ~~September~~June 30, ~~2013~~2014 and 2012 and for the ~~nine~~years ~~months~~ then ended:

	Medical				International	Ambulatory
	Infusion				Consulting	Care		DME		Wholesale			Combined
2013
Revenue	$	209,878		$	-	$	181,992	$	421,004	$	539,687		$	1,352,561
Income (loss) from operations		(399,303	)		-		73,178		65,838		(1,026,778	)		(1,287,065	)
Depreciation and amortization		-			-		-		-		-			-
Assets	$	186,158			-	$	112,880	$	157,924		478,695		$	935,657
2012
Revenue	$	1,381,898		$	-	$	711,343	$	310,355	$	451,162		$	2,854,758
Income (loss) from operations		(1,051,379	)		-		173,479		8,796		(161,263	)		(1,030,367	)
Depreciation and amortization		29,997			-		-		-		-			29,997
Assets	$	729,855			-	$	114,622	$	138,192		-		$	982,669

F-21

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~ June 30, ~~2013~~2014

(UNAUDITED AND UNREVIEWED)

NOTE M – SEGMENTS (Continued)

For the six months ended June 30,

	Infusion			Wholesale		Ambulatory		DME				Combined

2014
Revenue	$	225,228		$	-	$	77,737	$	170,188	$	-	$	473,153
Income (loss) from operations		(182,141	)		-		9,328		25,528				(147,284	)
Depreciation and amortization		-			-		-		-		-		-
Assets	$	689,108		$	-		68,077	$	140,138		-	$	897,324

2013
Revenue	$	57,737		$	-	$	48,052	$	104,192	$	-	$	209,981
Income (loss) from operations		(136,924	)		-		29,624		63,384				(44,276	)
Depreciation and amortization		-			-		-		-		-		-
Assets	$	774,831		$	-		73,341	$	139,176		-	$	988,347

NOTE N - COMMITMENTS AND CONTINGENCIES

Employment Agreements

~~Pursuant to an Employment Agreement with the~~As ~~Company’s~~of ~~chief executive officer effective~~ June 30, ~~2006 and expiring June 30~~2014, ~~2013,~~there ~~the~~are ~~Company~~no iscurrent ~~obligated~~Employment toAgreements ~~pay~~in ~~its chief executive officer a salary of $250,000 per year, temporarily adjusted downward to $150,000 per year~~effect.

Lease Agreements

The following are the key terms of MIT’s lease agreements:

The lease on the facility located at 115B Echols St., Savannah, GA was entered into January 1, 2007 is on a month to month lease basis. The rent is $4,180 per month. This lease is personally guaranteed by William C. Parker, Chairman of the Board.

MIT leases two suites in the facility located at 37 W. Fairmont Avenue, Savannah, GA. These facilities were destroyed in a fire in November 2011. The company has relocated to temporary facilities on a month to month basis. Lease expense on the facility is $1,375 per month.

F-22

MIT HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~ June 30, ~~2013~~2014

(UNAUDITED AND UNREVIEWED)

NOTE O N– - COMMITMENTS AND CONTINGENCIES (continued)

~~Rent expense incurred under the~~Lease ~~aforementioned leases totaled $10,859 and $15,574 for the three months ended and $35,682 and $54,653 for the nine months ended September 30, 2013 and 2012, respectively.~~Agreements

The Company is headquartered in Los Angeles, California at 11835 W. Olympic Blvd, Suite 1235E and leases office space, under a month to month verbal agreement at rent totaling $ 2,142.50 per month. The Company’s administrative Offices are at 601 Jefferson Davis Hwy, Suite 201, Fredericksburg, VA 22401. The operating clinic is located at a rented facility at 115 Echols Street, which consists of a building with a warehouse for inventory and is also to location of MIT’s pharmacy, clean room for Compounding and the Ambulatory center. This facility provides for rent of $3,000 per month and is on a month to month basis. This lease is personally guaranteed by William C. Parker.

Rent expense for the period ended June 30, 2014 and 2013 was $10,048 and $ 16,678, respectively.

At June 30, 2014, future minimum rental commitments under all non-cancellable operating leases are due as follows:

Year ending December 31,

2013		30,000

Total	$	30,000

Stock-Based Compensation Plan

On June 7, 2007 the Board of Directors approved the 2007 Stock Incentive Plan (the “Plan”) covering 5,000,000 shares. The shareholders subsequently approved the Plan. The shares underlying the Plan are restricted. The Plan is identical to MIT’s 2006 Stock Incentive Plan (which was adopted by Medical Infusion Group, Inc. (the former MIT Holding, Inc.) prior to the Merger) in all material respects, other than that the 2006 Stock Incentive Plan covers 7,000,000 shares. All awards under the 2006 Stock Incentive Plan were exchanged for awards under the Plan effective upon the Company’s May 2, 2007 merger with Medical Infusion Group, Inc.

The Plan ~~Company~~is ~~intends~~intended to ~~extend~~benefit the ~~stock~~stockholders ~~incentive~~of ~~plan~~the Company by providing a means to 10attract,~~000,000~~ retain and reward individuals who ~~shares~~can and do contribute to the longer-term financial success of the Company. Further, ~~subject~~the recipients of stock-based awards under the Plan should identify their success with that of the Company’s shareholders and therefore will be encouraged to ~~shareholder~~increase their ~~approval~~proprietary interest in the Company. The Compensation Committee administers the Plan.

The Plan is intended to benefit the stockholders of the Company by providing a means to attract, retain and reward individuals who can and do contribute to the longer-term financial success of the Company. Further, the recipients of stock-based awards under the Plan should identify their success with that of the Company’s shareholders and therefore will be encouraged to increase their proprietary interest in the Company. The Compensation Committee administers the Plan

NOTE O – SUBSEQUENT EVENTS

On October 31, 2011 a fire started in a suite of offices adjacent to our corporate offices. The fire completely destroyed 4 offices and caused smoke damage to the remainder of the suites. This has caused significant efforts to be taken to relocate offices, acquire replacement furniture and equipment and to reassign responsibilities to continue to operate the Company. Due to redundancy in data backups and sound Information Technology Internal Controls, it is believed that no data was lost although the Company continues to review its operating data and has not found any loss of data. Hard copy files relating to accounting such as bank statements, check supporting documents were lost but it is believed that the Company can reconstruct or replace any lost documents.

F-23

~~Item~~MIT 2HOLDING, INC. ~~Management’s Discussion and Analysis~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

UNAUDITED AND UNREVIEWED

NOTE P – RELATED PARTY TRANSACTIONS

During the years ended December 31, 2013 and 2012, the Company incurred consulting fees of $0 and $34,000, respectively, included within “Selling, general and administrative” expenses to a company that has a professional relationship with the Company’s Co-chairmen.

NOTE Q – SUBSEQUENT EVENTS

There are no additional subsequent events to report.

The accompanying notes are an integral part of these statements

F-24

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

The statements contained in this 10Q, are not purely historical statements, but rather include what we believe are forward-looking statements. The forward-looking statements are based on factors set forth in the following discussion. Our actual results could differ materially from results anticipated in these forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.

Overview

Through its subsidiaries, MIT prepares intravenous medication for home infusion by the patient, operates an ambulatory center where intravenous infusions are administered and sells and rents home medical equipment. MIT ~~is based in Savannah, Georgia~~ and ~~operates an ambulatory care center in that area. Although all of the Company~~it’s ~~revenues~~subsidiaries ~~in 2010~~ have been ~~derived~~based ~~from~~in ~~providing intravenous therapies~~Savannah, ~~and~~Georgia ~~renting~~for ~~home~~years ~~medical~~and ~~equipment~~operated in the ~~Savannah~~infusion ~~area,~~clinic ~~the~~and ~~Company~~ambulatory iscenter ~~developing~~there. ~~ProVector©~~Our ~~BTi~~home ,infusion toand ~~kill~~ambulatory ~~mosquitoes~~center accounts infor the ~~fight~~majority toof ~~reduce~~our ~~malaria,~~revenue ~~dengue fever~~ and ~~other infectious diseases transmitted by them. The Company~~ is ~~seeking~~anticipated ~~a grant~~ to ~~fund~~be ~~the~~our ~~production~~most ~~and~~significant ~~distribution~~area of ~~the product~~growth. InAlthough ~~connection with its attempt to obtain~~ this ~~grant,~~was not the ~~Company~~case is in ~~discussions with a not-for-profit organization to obtain~~ the ~~grants~~quarter ~~necessary~~ended toJune be30, ~~able to deliver Provector to countries in need. However~~2014, ~~there~~and is nonot ~~assurance~~anticipated ~~that~~to ~~funding will~~ be ~~received.~~a Ifsignificant ~~sufficient~~area ~~funding is received, the Company will pursue world wide sales~~ of ~~this~~growth ~~malaria fighting product The Company is also providing technical information to foreign governments which are interested~~ in ~~pursuing~~ the ~~Provector~~immediate ~~as well.~~future

Critical Accounting Policies

Management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, impairment of long-lived assets, including finite lived intangible assets, accrued liabilities and certain expenses. We base our estimates on historical experience and on various other assumptions that we believe 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. Actual results may differ materially from these estimates under different assumptions or conditions.

Our significant accounting policies are summarized in Note A1 to our audited financial statements for the ~~six~~year ~~months~~ ended ~~SEPTEMBER~~December 3031, ~~2013~~2009. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market (net realizable value). They consist mainly of pharmaceutical supplies and medical equipment.

Revenue Recognition

Sales and services are recorded when products are delivered to the customers. Provision for discounts, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. In instances where products are configured to customer requirements, revenue is recorded upon the successful completion of the Company’s final test procedures. Beginning in the fourth quarter of 2008, the Company began using “mail order drugs” for some expensive drugs to reduce the need for cash in providing certain therapies. In this plan, drugs are shipped to MIT prepaid by the respective insurance companies. The company recognizes revenue for the efforts of pharmacy personnel in formulation and for nurses in the administration of the drugs to our patients as well as supplies used and no revenue or costs associated with the drugs is recorded. This has caused a reduction in revenue and cost of sales and creating an increase in margins.

Advertising Cost

Advertising ~~costs~~cost ~~are~~is expensed as incurred.

Estimates

Preparing the Company’s financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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. Actual results could differ from those estimates.

~~Recent Accounting Pronouncements~~4

~~The~~New ~~impact~~Accounting on the Company’s financial position and results of operations from accounting pronouncements which went effective and were adopted by the Company in the periods presented was not material. The future impact of accounting pronouncements issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company are not expected to be material.Pronouncements

New accounting statements issued, and adopted by the Company, include the following:

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. We are currently evaluating the impact on our consolidated financial statements of SFAS 157, which will become effective for us on January 1, 2008 for financial assets and January 1, 2009 for non-financial assets.

In February 2007, the Financial Accounting Standards Board issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. SFAS No. 159 amends SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of SFAS No. 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. SFAS No. 159 applies to all entities, including not-for-profit organizations. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 applies to all entities with available-for-sale and trading securities. Some requirements apply differently to entities that do not report net income. This statement is effective as of the beginning of each reporting entity’s first fiscal year that begins after November 15, 2007. The Company has not yet determined the effect of SFAS No. 159 on its financial position, operations or cash flows.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations.” It will require an acquirer to recognize, at the acquisition date, the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at their full fair values as of that date. In a business combination achieved in stages (step acquisitions), the acquirer will be required to remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and recognize the resulting gain or loss in earnings. The acquisition-related transaction and restructuring costs will no longer be included as part of the capitalized cost of the acquired entity but will be required to be accounted for separately in accordance with applicable generally accepted accounting principles in the U.S. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements.” The statement clarifies the definition of a non-controlling (or minority) interest and requires that non-controlling interests in subsidiaries be reported as a component of equity in the consolidated statement of financial position and requires that earnings attributed to the non-controlling interests be reported as part of consolidated earnings and not as a separate component of income or expense. However, it will also require expanded disclosures of the attribution of consolidated earnings to the controlling and non-controlling interests on the face of the consolidated income statement. SFAS No. 160 will require that changes in a parent’s controlling ownership interest, that do not result in a loss of control of the subsidiary, are accounted for as equity transactions among shareholders in the consolidated entity therefore resulting in no gain or loss recognition in the income statement. Only when a subsidiary is deconsolidated will a parent recognize a gain or loss in net income. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008, and will be applied prospectively except for the presentation and disclosure requirements that will be applied retrospectively for all periods presented. The Company is currently evaluating the impact of SFAS No. 160 to its financial position and results of operations.

Results of Operations

Comparison of ~~nine~~three months ended ~~September~~June 30, ~~2013~~2014 to ~~nine~~three months ended ~~September~~June 30, ~~2012~~2013.

Revenues

Consolidated revenues for the nine months ended September 30, 2013 were $1,352,561 as compared $2,854,758 for the nine months ended September 30, 2012, representing a decrease of $1,502,197 or 57.2%. Consolidated cost of sales for the nine months ended September 30, 2013 were $598,326 or 44.2% of sales as compared to cost of sales for the previous period ended September 30, 2012 of $1,352,024 or 47.4% of sales. This resulted in a gross profit for the period of $598,325 or 55.8% as compared to gross profit for the same period in 2012 of $1,500,733 or 52.6%. The decrease came as a result to lower referrals to the infusion clinic resulting from concerns in the medical community of the impact of the Affordable Care Act.

Consolidated revenues for the three months ended September 30, 2013 were $430,157, as compared $719,172 for the three months ended September, 2012, representing an decrease of $289,015 or 40.2%. Consolidated cost of sales for the three months ended September 30, 2013 were $159,765 or 37.1% of sales as compared to cost of sales for the previous period ended September 30, 2012 of $315,266 or 43.8% of sales. This resulted in a gross profit for the three month period of $274,391 or 62.9% as compared to gross profit for the same period in 2012 of $403,905 or 56.2%.

The decrease in consolidated revenues for the period reflects a decrease of revenue in the Ambulatory division on a quarter to quarter basis due to continued use of mail order drugs leading to little change in sales volume with a decrease in sales. In addition, the Company has opened a compounding pharmacy in South Carolina which incurred significant startup costs in the last 12 months while not achieving the anticipated revenues that the Company had forecasted.

~~The Company has four principal operating segments, which are as follows:~~Revenues

●Consolidated revenues ~~Medical~~for ~~Infusion~~the ●6 ~~MIT~~months ~~International~~ended ~~Consulting~~June ●30, ~~Medical~~2014 ~~Infusion~~were ~~DME-“DME”~~$473,153 ●as ~~MIT~~compared ~~Ambulatory~~to ~~Care~~$922,404 ~~Center-“~~for the 6 months ended June 30, 2013, representing an decrease of $449,251 or 48.7%. The decrease in sales and all expense categories is due to the decrease in activity at all operating locations for the six months ended June 30, 2014. Consolidated cost of sales for the 6 months ended June 30, 2014 were $160,913 or 34.0% of sales as compared to cost of sales for the 6 months ended June 30, 2013 of $438,560 or 47.5% of sales. This resulted in a gross profit for this period of $312,239 or 66.6% as compared to gross profit for the same period in 2013 of $483,843 or 52.5%. Decreases in Ambulatory revenue was due to decreased referrals and reimbursement rates due to changes in Health Care” Laws. Decreases in revenue in the Home Infusion and Durable Medical Equipment divisions were realized creating minor offsets. The decrease in the costs of good sold for the quarter were due to sales with higher profit margins remaining virtually unchanged. Utilization of mail order drugs on some higher priced therapies whereby medicines are sent to MIT but billed directly to the payor continue to keep our overall costs low.

~~“MIT”~~The isCompany ahas ~~provider~~four ofprincipal ~~intravenous therapies to patients at their home~~segments, atwhich ~~a designated facility, or at the Company’s office facilities. MIT’s primary product lines~~ are ~~centered~~as ~~upon infusion therapy.~~follows:

~~“International consulting”~~● isMedical ~~the~~Infusion ~~division~~“Infusion” ~~responsible~~● ~~for~~MIT ~~the~~Wholesale-”Wholesale” ~~marketing~~● ~~and~~Durable ~~distribution~~Medical ofEquipment-”DME” ~~Provector~~● onMIT aAmbulatory ~~worldwide~~Care ~~basis for international sales and consulting only.~~Center-”Ambulatory”

“~~DME~~Infusion” ~~carries~~is ~~the~~a ~~gamut~~provider of ~~durable~~intravenous ~~medical~~therapies ~~equipment~~to ~~and~~patients ~~supplies~~at their home, at a designated facility. MIT’s primary product lines are centered upon infusion therapy.

“~~Ambulatory Care~~Wholesale” is ~~administers~~ the ~~intravenous~~division ~~therapies~~responsible tofor ~~patients~~the inmarketing ~~the~~and ~~Savannah~~distribution ~~Clinic~~of Wholesale Pharmaceuticals.

“DME” carries a variety of durable medical equipment and supplies.

“Ambulatory” administers the intravenous therapies to patients in the Company’s facility

The following tables show the operations of the Company’s reportable segments:

For the Nine months ended September 30,

	Infusion			Wholesale		Ambulatory		DME				Combined

2014
Revenue	$	225,228		$	-	$	77,737	$	170,188	$	-	$	473,153
Income (loss) from operations		(182,141	)		-		9,328		25,528				(147,284	)
Depreciation and amortization		-			-		-		-		-		-
Assets	$	689,108		$	-		68,077	$	140,138		-	$	897,324

2013
Revenue	$	57,737		$	-	$	48,052	$	104,192	$	-	$	209,981
Income (loss) from operations		(136,924	)		-		29,624		63,384				(44,276	)
Depreciation and amortization		-			-		-		-		-		-
Assets	$	774,831		$	-		73,341	$	139,176		-	$	988,347

	Medical			International		Ambulatory
	Infusion			Consulting		Care		DME		Wholesale			Combined
2013
Revenue	$	209,878		$	—	$	181,992	$	421,004	$	539,687		$	1,352,561
Income (loss) from operations		(399,303	)		—		73,178		65,838		(1,026,778	)		(1,287,065	)
Depreciation and amortization		—			—		—		—		—			—
Assets	$	186,158			—	$	112,880	$	157,924		478,695		$	935,657
2012
Revenue	$	1,381,898		$	—	$	711,343	$	310,355	$	451,162		$	2,854,758
Income (loss) from operations		(1,051,379	)		—		173,479		8,796		(161,263	)		(1,030,367	)
Depreciation and amortization		29,997			—		—		—		—			29,997
Assets	$	729,855			—	$	114,622	$	138,192		—		$	982,670

Operating Expenses

~~Operating~~Total operating expenses decreased $~~632~~388,~~256~~587 or 2769.41% to $1335,~~677,367~~623 for the ~~nine~~6 months ended ~~September~~June 30, ~~2013~~2014, from $21,~~984~~195,~~424~~763 for the same period in ~~2012 and income (loss) from operations decreased by $114,242 from $(808,890) to ($923,132) from 2012~~2013. The decrease in operating expense is attributable to athe ~~$284,808~~ decrease in ~~Labor~~personnel ~~and related~~ costs. ~~and~~The ~~$273,661~~major ~~decrease~~components inof operating ~~consulting~~ expense ~~offset~~exclusive byof ~~$331,876~~discontinued ~~increase~~operations ~~in contract services expense and as well as decreases in nearly all controllable costs offset by an increase in accounting and legal fees and contract labor.~~include:

	●	For the nine months ended September 30, 2013, selling, general and administrative expenses were $1,193,943 as compared to $1,346,394 in 2012, a decrease of $152,499 from the prior period with increase consulting fees offset by lower marketing costs, and expenditures relating to Provector costs. For the nine months ended September, 2012, we had the following expenses: accounting and legal fees of $270,768, contract services of $332,061 and employee benefits and payroll related costs of $41,947, insurance expense of $19,111, office expense of $30,169 auto expense of $19,122.
		For the three months ended September, 2013, selling, general and administrative expenses were $330,109 as compared to $445,028 in 2012, a decrease of $124,919 or 27.5% that is attributable to decreases in consulting fees, off set by increases in legal and accounting fees. For the three months ended September 30, 2013, we had the following expenses: legal and accounting fees of $168,414, contract labor of $ 55,464, employee benefits and payroll related costs of $11,739, lease expense of $10,859, insurance expense of $9,237, office expense of $11,089 and telephone expense of $10,267.
	●	Depreciation and amortization was unchanged at $0 for the nine months ended September 30, 2013 as compared to $29,997 in 2012 and was decreased $9,999 for the three months ended September 30, 2013 to$0 as compared to the same period in 2012. The company has had no capital investments in the current year.

	●	Salaries and payroll related costs decreased from $332,346 to $120,612 for the first 6 months of 2014 or a reduction of 63.7% over the 6 months ended June 30, 2013. The decrease was due primarily to changes in personnel in various departments that reduced costs while maintaining the quality of services performed.

	●	Selling, general and administrative expenses decreased $688,822 or 79.7% to $175,012 for the quarter ended June 30, 2014 as compared to $365,868 for the same period in 2013. The company has been able to reduce spending levels at a modest rate with decreasing revenues and margins. Overhead items in all areas of operating expenses including advertising and marketing efforts and legal expenses have not changed materially. We anticipate these expenditures to remain flat over the next quarter and any increases that occur will be based on new spending to support an increase in sales from new opportunities in subsequent quarters. Other payroll and benefits costs were $26,756; consulting fees for the quarter were $26,756 accounting and legal expense were $53,965; rent expense was $33,063; office expense was $20,085 telephone expenses were $8,820. Additional expenses included utilities expense of $6,935; auto expense of $2,179 and contract labor of $34,663.

	●	Depreciation and amortization was $0 for the quarter ended June 30, 2014 as compared to $0 for the same period in 2013.

~~Operating~~ Income from ~~(loss)~~Operations

~~Operating~~Income ~~income~~from ~~(loss)~~operations ~~decreased~~increased $~~290~~688,~~744~~536, or ~~29.~~96,2%, tofrom ($1(711,~~287,064~~919) ~~for~~in ~~the~~2013 ~~nine~~to ~~months~~($23,384) ~~ended~~in ~~September~~2014. ~~30,~~The ~~2013~~increase ~~from~~was ~~$996,320~~attributable ~~for~~to the ~~same~~ ~~period~~restructuring ~~ended~~of ~~September~~the ~~30,~~operations ~~2012~~with ~~and~~a ~~decreased~~substantial ~~$270,065~~decrease orin ~~56.2%,~~personnel toand ~~($210,795)~~curtailing ~~from~~unnecessary ~~$(480,860)~~spending ~~for~~in ~~the~~all ~~three~~segments ~~months ended SEPTEMBER~~in ~~30,~~lower ~~2013.~~revenues ~~This~~and isthe ~~primarily~~decrease ~~attributable~~in tooperating ~~lower~~expenses ~~revenues~~as ~~than~~discussed ~~in 2011~~above.

Net income (~~loss~~Loss)

~~Pretax~~Net income (loss) ~~decreased~~increased $ ~~2904~~861,~~744~~967 orfrom ~~29.2%~~net toloss of ($1,~~287~~009,~~064~~251) ~~for~~in ~~the nine months ended September 30,~~ 2013 ~~from~~to ~~$996,319~~a ~~for the~~net ~~same~~loss ~~period~~of ~~ended September 30, 2012 and decreased $240,094 or 46.4%, to~~ ($~~277~~147,~~395~~284) ~~from~~in ~~($517,490) for the three months ended September 30, 2013~~2014. ~~This~~The increase is ~~primarily~~ attributable to ~~lower~~decrease ~~revenues than~~ in ~~2011~~the ~~and~~all ~~the~~expense ~~extraordinary~~categories ~~gain~~along ~~recorded in~~with ~~2011~~decreasing revenues.

Liquidity and Capital Resources

As of ~~September~~June 30, ~~2013~~2014, ~~the~~we ~~company~~ had cash of $2129,~~821~~067 as compared to 52$38,~~569~~337 at ~~December~~June 3130, ~~2012~~2013. As of June 30, 2014 we had a working capital deficit of $(2,819,479). For the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014, net cash used by operating activities aggregated ($~~601~~687,~~640~~751) as compared to cash ~~provided~~used by operating activities of ($70,723) for the ~~nine~~ six months ended ~~September~~June 30, ~~2012~~2013. ofCash ~~$418,820.~~used Asby offinancing ~~September~~activities was 30$769,070 ~~2013,~~which wewas ~~were~~used ~~funded~~to ~~primarily~~reduce ~~through~~creditor ~~operations~~balances. ~~The~~As ~~principal financing~~of ~~activities~~December ~~for the six months ended September 30~~31, 2013, ~~consisted~~we ofhad ~~repayment~~cash of ~~debt of~~ $7538,~~307~~337 as compared to ~~$103,971~~a cash ~~for~~balance ~~the~~of ~~nine~~$52,758 ~~months~~as ~~ended~~of ~~September~~December 3031, 2012.

As of June 30, 2014 , we were funded primarily through operations and a term loan with Globank. On August 1, 2008, we received a term loan from Globank, Inc. in the amount of $500,000 which bears interest at the rate of 14.9% per annum. The term loan from Globank, Inc. matures on January 31, 2014.

On December 31, 2010, the Company entered into the New Loan with Globank to modify the original agreement and original note dated July 29, 2008. Pursuant to the New Loan and Amended and Restated Promissory Note, the principal amount increased from $500,000 to $1,037,727, the maturity date was extended from July 29, 2010 to January 1, 2014,and the interest rate was reduced from 60% to 14.9% per annum.

AtWe ~~December~~are ~~31,~~subject ~~2010, the Company received a going concern opinion~~ from ~~our outside auditors. The Company has no additional lines of credit available at this~~ time. ~~The grant of the security interest in the company’s assets and any failure~~ to ~~pay~~time ~~the loan~~ to ~~Globank~~litigation ~~when~~relating ~~due may adversely our ability~~ to ~~secure additional financing. Globank could declare~~ the ~~loan~~activities ~~in default and pursue its remedies, which would adversely affect our operations. The collection~~ of ~~accounts receivable continues to be slower than management would prefer. Our inability to achieve sufficient collections on~~ our ~~receivables~~business ~~has created a liquidity challenge that raises doubt about our ability to continue as a going concern. The development of ProVector TM has produced interest from outside parties to provide funds~~ and ~~enable the Company to make the product available to the market~~ in ~~late 2010 should adequate financing be obtained. The Company is actively promoting~~ the ~~viability~~marketplace ofwhich ~~the~~it ~~ProVector TM~~ serves.~~to entities that could~~ ~~provide~~As ~~working~~of ~~capital~~June ~~and~~30, ~~provide means to distribute the ProVector TM; however~~2014, ~~there~~we ~~are~~were noengaged ~~assurances~~in ~~that~~litigation ~~such third~~in ~~parties will provide~~ the ~~funding~~normal orcourse ~~that~~of ~~alternate funding can be obtained on acceptable terms~~business.

~~Litigation~~Unless we generate sufficient collections on our receivables, otherwise increase revenues or obtain financing through other means, our operations may be difficult to sustain.

We are subject from time to time to litigation relating to the activities of our business and in the marketplace which it serves. As of September 30, 2013, we were engaged in the following litigation: MIT Holding Inc v. Medenvvet Laboratories, Inc, Provector, LLC and Thomas M. Kollars, Jr. Civil Action No. 1B13CV016P in the Superior Court of Bulloch County.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures . Under the supervision and with the participation of our management, including our ~~Chief~~ Chief Executive Officer, ~~William~~Walter H.C. ~~Parker,~~Drakeford and Principal Financial Officer, ~~Walter~~Robert HL.C. ~~Drakeford~~Yates, we evaluated the effectiveness of of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 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 management 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.

Changes in Internal Control Over Financial Reporting. During the most recent quarter ended ~~SEPTEMBER~~June 30, ~~2013~~2014, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

INFLATION

Inflation has not had a material impact on our business.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this quarterly report on Form 10-Q contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause its actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond its control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this quarterly report in its entirety, including but not limited to its financial statements and the notes thereto. Except for its ongoing obligations to disclose material information under the Federal securities laws, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are party to litigation that we consider to be a part of the ordinary course of our business. At present, we are not involved in any pending claims that we believe could reasonably be expected to have a material adverse effect on our business, financial condition, or results of operations.

Item 1A. Risk Factors

Not applicable.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Removed and Reserved.

Item 5. Other Information

None.

Item 6. Exhibits

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

* Filed herewith

** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.9

SIGNATURE

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

	MIT HOLDING, INC.
DATE: December 09, 2013	By:	/s/ William C Parker
DATE: August 21, 2014	By:	/s/ Walter H. C. Drakeford
		William C. Parker, Chief Executive Officer
		Walter H. C. Drakeford, President, Chairman and Chief Executive Officer
		(principal executive officer)
	By:	/s/ Walter H. C. Drakeford
		Walter H. C. Drakeford, the Principal Financial Officer
		(principal financial officer)

1110

Filing Compare · MIT Holding, Inc.