UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~February 51, ~~2015~~2016

MIT HOLDING, INC.

(Exact name of registrant specified in charter)

Delaware	333-~~13679~~136791	20-~~5068091~~3420795
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction	Commission File	(IRS Employer
of Incorporation)	(Number)	Identification No.)

11835 ~~WEST~~West ~~OLYMPIC~~Olympic ~~BLVD~~Blvd, ~~SUITE 1235E~~Suite 1235e

~~LOS~~Los ~~ANGELES~~Angeles, CACa 90064

(Address of principal executive offices, including zip code)

(~~912~~310) ~~925~~ 312-~~1905~~6888

(Registrant'’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.02 Non-Reliance on Previously Issued Financial Statements

On ~~October~~December 531, 2015, the Board of Directors of MIT Holding, Inc. (the “Company”) determined that the Company’s ~~previously~~ previously issued unaudited and unreviewed consolidated financial statements ~~for~~contained ~~the~~in ~~periods~~our ~~from~~September ~~March 31~~30, ~~2011~~2015 toForm ~~June~~10-Q 30filed on November 25, 2015 should no longer be relied upon.

OnWhen the Company failed to footnote the change of it’s business model from owned operations to contract providers for all services commencing February 42014, ~~2011,~~the ~~MITRX~~Company ~~Corporation~~also ~~(“MITRX”),~~failed ato ~~South~~disclose ~~Carolina~~the ~~corporation~~nature and ~~subsidiary~~terms of ~~the~~material ~~Company,~~arrangements ~~executed two~~with ~~stock~~third ~~purchase~~party ~~agreements,~~providers of ~~pursuant~~services to ~~which~~patients itcontracted ~~acquired~~with ~~one~~providers ~~hundred~~by ~~Percent~~the ~~(100%)~~Company ofcommencing ~~the~~February ~~issued~~2014. ~~and~~We ~~oustanding~~also ~~equity~~failed ~~interests of~~to ~~two~~footnote ~~companies:~~the ~~National~~related accounts ~~Direct~~receivable ~~Home~~amount, ~~Pharmacy~~if any, ~~Inc.~~from ~~(“NDHP”)~~this ~~and~~provider ~~Palmetto~~at ~~Long~~September ~~Term~~30, ~~Care~~2015 ~~Pharmacy~~and December 31, ~~LLC~~2014 ~~(“Palmetto”).~~separating the revenues recognized ~~There~~from ~~were~~this noprovider ~~material~~for ~~relationships~~all ~~between~~periods ~~the~~as ~~sellers,~~opposed ~~their~~to ~~owners,~~direct ~~affiliates,~~operation ~~officers~~revenue orwhich ~~directors~~was ~~and~~presented ~~MIT’s~~in ~~officers~~the September 30, ~~directors~~ or2015 ~~affiliates~~Form 10-Q.

OnIn ~~September~~note ~~20,~~I ~~2011,~~(Issuance ~~MITRX~~of ~~closed~~Common onStock) to the ~~sale~~consolidated offinancials ~~NDHP~~statements tocontained ~~TDT~~in ~~Investments~~the ~~Inc.~~September ~~for~~30, ~~$110~~2015 ~~cash~~Form ~~and~~10-Q, ~~closed~~we failed onto ~~the~~identify ~~sale~~and ofdisclose ~~Palmetto to~~for ~~Pharmco~~each ~~Inc.~~issuance inof ~~exchange~~common ~~for~~stock (a) ~~$4,000,000~~the ~~promissory~~number ~~note~~of inshares ~~favor~~and ofdollar ~~MITRX.~~value ~~The~~as ~~note~~well ~~provides~~as ~~for~~the ~~interest~~nature of atthe 4%relationship ~~per~~for ~~annum and~~each ~~was~~specific ~~due~~party and ~~payable~~(b) onthe ~~September~~method ~~30,~~and ~~2013.~~assumptions Aused ~~director~~in of the ~~Company~~valuation isand ~~also~~accounting afor ~~director~~the ~~of TDT Investments Inc~~issuances. ~~and Pharmco Inc.~~

The Company’s senior management has ~~been~~discussed ~~unable~~the tomatters ~~access~~disclosed ~~any~~in ~~and~~this ~~all~~Form ~~financial~~8-K ~~records~~Item of4.02 ~~Palmetto~~with ~~and~~Michael ~~NDHP~~T. ~~for~~Studer CPA P.C. (“Studer”), the ~~purpose~~Company’s ofindependent ~~perforning~~registered apublic ~~financial~~accounting firm, which Firm has not yet completed its ~~audit~~audits of the ~~books~~consolidated ~~beginning~~financial ~~September,~~statements ~~2011~~for ~~and~~the ~~thereafter.~~years ~~These~~ended ~~records~~December ~~were~~31, ~~intentionally~~2013 ~~withheld~~and ~~from~~December ~~MITRX~~31, by2014. ~~Smith~~Studer ~~Drug~~has advised ~~Company,~~us ~~who~~that weit ~~believe~~has ~~had~~detected aother ~~questionable~~errors ~~unethical~~reported ~~relationship~~in ~~with~~the ~~Palmetto~~unaudited and ~~NHDP.~~unreviewed ~~Smith~~financial ~~Drug~~statements ~~Company~~contained ~~has~~in ~~been~~the inForm ~~direct~~10-Q ~~and/or~~for ~~indirect~~the ~~control~~quarterly period ended September 30, 2015. The exact amounts of ~~Palmetto~~the errors and ~~NHDP~~the ~~and~~effects ~~its~~on ~~operations,~~the ~~records~~consolidated financial statements, ~~and~~have ~~data~~not ~~and~~yet ~~still~~been isdetermined. atIt ~~this~~is ~~time~~unclear towhether the ~~best~~errors ofwill ~~our knowledge.~~have ~~This~~a ~~withholding~~significant ofnegative ~~financial~~impact ~~records~~on bythe ~~Smith~~Company’s financial ~~Drug~~position ~~Company~~at ~~has~~September ~~damaged~~30, ~~MIT~~2015 ~~Holding~~and December 31, ~~Inc.~~2014 and ~~caused~~its ~~MITRX~~results ~~extensive financial~~of ~~harm.~~operations ~~Smith~~for ~~Drug~~the ~~Company~~year ~~has~~the ~~ignored~~three and ~~has~~nine ~~refused~~months ended toSeptember ~~remedy~~30, ~~these~~2015 ~~requests~~ and ~~demands~~2014. ~~MIT~~Studer ~~Holding,~~concurs ~~Inc.~~with isthe inCompany’s ~~ongoing litigation~~filing ~~with~~of ~~Smith~~this ~~Drug~~Form ~~Company~~8-K ~~over~~to ~~other~~state ~~related~~that ~~issues~~such financial statements should no longer be relied on.

The $4,000,000 promissory note from Pharmco Inc. was reflected on the September 30, 2011 consolidated balance sheet at a fair value of $4,000,000 and all subsequent consolidated balance sheets from December 31, 2011 to June 30, 2015 at a fair value of $400,000. The Company intends to restate the September 30, 2011 consolidated financial statements and all subsequent consolidated financial statements from December 31, 2011 to June 30, 2015 to reflect the $4,000,000 promissory note at a net realizable value of $0 (which will increase the Company’s reported total stockholders’ deficiency at December 31, 2011 from $3,411,267 to $3,811,267, and going forward).

The Company’s senior management has discussed the matters disclosed in this Form 8-K Item 4.02 with Michael T. Studer CPA P.C. (“Studer”), the Company’s independent registered public accounting firm, which Firm has not yet completed its audits of the consolidated finanical statement for the years ended December 31, 2013 and December 31, 2014. Studer has advised us that it has detected other errors reported in the unaudited and unreviewed financial statements contained in SEC periodic filings for quarterly (Forms 10-Q) and annual (Forms 10-K) periods ended from March 31, 2011 to June 30, 2015. The exact amounts of the errors and the effects on the consolidated financial statements, which are likely to have a significant negative impact on the Company’s financial position at December 31, 2011 and its results of operations for the year then ended, and going forward, have yet to be determined. Accordingly, Studer concurs with the Company’s filing of this Form 8-K to state that such financial statements should no longer be relied on.

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 hereunto duly authorized.

Dated: ~~October~~February 2211, ~~2015~~2016

MIT HOLDING, INC.

By:	/s/ Tommy J. Duncan
Name:	Tommy J. Duncan
Title:	President

Filing Compare · MIT Holding, Inc.