**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB**





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





**For
      the fiscal year ended December 31, 2007**





**oTRANSITION
      REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**




For
      the
      transition period from _______ to _______





**Commission
      file number: 000-50221**




**INFORMEDIX
      HOLDINGS, INC.**


(Name
      of
      small business issuer in its charter)





**Nevada**
            **88-0462762***(State
                or other jurisdiction of*
            *(I.R.S.
                Employer Identification No.)**incorporation
                or organization)*





**Georgetowne
      Park**


**5880
      Hubbard Drive**


**Rockville,
      Maryland 20852**


*(Address
      of principal executive offices)*




**Issuer's
      Telephone Number:** **** **(301)
      984-1566** ****





Securities
      registered under Section 12(b) of the Exchange Act:


Title
      of
      each class




Name
      of
      each exchange on which registered


None




Securities
      registered under Section 12(g) of the Exchange Act:


Common
      stock, $.001 par value


*(Title
      of class)*





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. Yes o No x




Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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 past 90 days. Yes x No o




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of registrant's knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this Form 10-KSB. o




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




The
      issuer's revenues for the fiscal year ended December 31, 2007 were $ 305,028.84




The
      aggregate market value of the issuer's common stock held by non-affiliates
      as of
      March 31, 2008 was approximately $11,927,356. On such date, the closing price
      for the issuer's common stock, as quoted on the OTC Bulletin Board, was $0.10
      per share.




The
      issuer had 119,273,556 shares of common stock outstanding as of March 31, 2008.




Documents
      incorporated by reference: None




Transitional
      Small Business Disclosure Format: Yes o No x







**InforMedix
      Holdings, Inc.**


**SEC
      Form 10-KSB - For the fiscal year ended December 31, 2007**





**INDEX**





***PAGE******ITEM
                & DESCRIPTION*****INTRODUCTORY
                COMMENTS****PART
                I****Item
                1:**
            Description
                of Business
            2.
                Company Overview
            2-      History
            3-      Location
                and Contact Information
            3-      Market
                and Opportunities
            3-      Our
                Strategy
            4-      Scientific
                Validation
            5.
                Product Overview - Med-eMonitor
            7.
                Patient Interface.
                Information Management
            8.
                Value Propositions
            8.
                Target Markets
            9.
                Market Size
            10.Current
                State of Technology
            11.
                Marketing Strategy
            11.
                Sales Plan
            15.
                Competition
            16.
                Government Regulations
            16.
                Risk Factors
            17.
                Employees
            22**Item
                2:**
            Description
                of Property
            23**Item
                3:**
            Legal
                Proceedings
            23**Item
                4:**
            Submission
                of Matters to Vote of Security Holders
            23




**PART
                II****Item
                5:**
            Market
                for Common Equity, Related Stockholder Matters, and Small Business
                Issuer
                Repurchases of Equity Securities
            24**Item
                6:**
            Management
                Discussion and Analysis
            25Results
                of Operations
            27Liquidity
                and Capital Resources
            28Implementation
                of Business Plan
            30**Item
                7:**
            Financial
                Statements
            33




ii




**Item
                8:**
            Changes
                in and Disagreements with Accountants
            33**Item
                8A(T):**
            Controls
                and Procedures
            34**Item
                8B:**
            Other
                Information
            35**PART
                III****Item
                9:**
            Directors,
                Executive Officers, Promoters, Control Persons, and Corporate Governance,
                Compliance and Section 16(a) of the Exchange Act
            36Executive
                Officers
            36Significant
                Consultants
            37Board
              of Directors
            38Audit
                Committee
            40Code
                of Ethics
            42**Item
                10:**
            Executive
                Compensation
            43Employment
                Agreements
            44Director
                Compensation**Item
                11:**
            Security
                Ownership of Certain Beneficial Owners and Management And Related
                Stockholder Matters
            45**Item
                12:**
            Certain
                Relationships and Related Transactions & Director
                Independence
            46**Item
                13:**
            Exhibits
                and Reports on Form 8-K
            47**Item
                14:**
            Principal
                Accountants Fees and Services
            47**PART
                IV****Financial
                Information and**  **Index**
            48**Reports
                of Independent Registered Public Accounting Firm**
            49**Consolidated
                Balance Sheets as of December 31, 2007 and 2006**
            51**Consolidated
                Statements of Operations for the Years Ended December 31, 2007 and
                2006**
            52**Consolidated
                Statements of Changes in Stockholders’ Equity (Deficit) For the Years
                Ended December 31, 2007 and 2006**
            53**Consolidated
                Statements of Cash Flows for the Years Ended December 31, 2007 and
                2006**
            54**Notes
                to Consolidated Financial Statements**
            55**SIGNATURES**
            70**EXHIBIT
                INDEX**
            72**CERTIFICATIONS****STATEMENT
                PURSUANT TO 18 U.S.C. SECTION 1250, AS ADOPTED****PURSUANT
                TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**




iii







**INTRODUCTORY
      COMMENTS**




**Use
      of Names**





Throughout
      this report, the terms *“InforMedix”,
      "we," "us," "our"* and *"the
      company"* refer
      to
      InforMedix Holdings, Inc. and, unless the context indicates otherwise, includes
      InforMedix's wholly-owned subsidiary, InforMedix, Inc.




**Cautionary
      Notes Regarding Forward-Looking Statements**





Statements
      contained in this report include "forward-looking statements" within the meaning
      of such term in Section 27A of the Securities Act of 1933 and Section 21E of
      the
      Securities Exchange Act of 1934. Forward-looking statements involve known and
      unknown risks, uncertainties and other factors which could cause actual
      financial or operating results, performances or achievements expressed or
      implied by the forward-looking statements not to occur or be realized.
      Forward-looking statements generally are based on our best estimates of future
      results, performances or achievements, based upon current conditions and the
      most recent results of the companies involved and their respective industries.
      Forward-looking statements may be identified by the use of forward-looking
      terminology such as *"may," "will," "could," "project," "expect," "believe,"
      "estimate," "anticipate," "intend," "continue," "potential," "opportunity"*
      or similar terms, variations of those terms or the negative of those terms
      or
      other variations of those terms or comparable words or expressions.





Potential
      risks and uncertainties include, among other things, such factors as:


·
            our
                business strategies and future plans of operations,·
            general
                economic conditions in the United States and elsewhere, as well as
                the
                economic conditions affecting the industries in which we operate,


·
            the
                market acceptance and amount of sales of our products and services,·
            the
                competitive environment within the industry in which we compete,


·
            our
                ability to raise additional capital, needed for expansion,·
            the
                other factors and information discussed in other sections of this
                report
                and in the documents incorporated by reference in this report.




We
      discuss many of these risks in greater detail under the heading “Risk Factors”
in Item 1 below.





Persons
      reading this report should carefully consider such risks, uncertainties and
      other information, disclosures and discussions which contain cautionary
      statements identifying important factors that could cause actual results to
      differ materially from those provided in the forward-looking statements. We
      undertake no obligation to publicly update or revise any forward-looking
      statements, whether as a result of new information, future events or otherwise.





This
      report also contains estimates made by independent parties and by us relating
      to
      market size, growth, and other industry data. These estimates involve a number
      of assumptions and limitations and you are cautioned not to give undue weight
      to
      such estimates.




1





PART
      I




**ITEM
      1 -**


**DESCRIPTION
      OF BUSINESS**





**OVERVIEW** ******




InforMedix
      Holdings, Inc. (“InforMedix”) has developed, patented and integrated the
      Med-eXpertTMSystem (“Med-eXpert”), an integrated Internet-based
      communication system, which provides data analytics, and a dynamic database
      software platform to monitor patient medication adherence and health status.




InforMedix
      holds a robust series of pioneering art patents (15 issued and 14 pending)
      in
      the two-way interactive communication market space to prompt, monitor and report
      patient medication adherence and health status. The system(s) are HIPAA
      compliant. At the present time, InforMedix has adapted these patents to analyze
      patient data, and links patients to staffed monitoring centers, loved ones,
      and
      pharmacists enabling caregivers to monitor patients’ medication adherence and
      health status in real-time.




We
      believe that through the use of the Med-eXpert System, we can successfully
      cause significant savings to the healthcare industry, while also providing
      patients’ with a greater sense of independence, loved ones and caregivers
      gaining the real-time sense that their loved ones/patients are monitored and
      following their prescribed medication regimens.




The
      Med-eXpert  currently
      has two product lines in the medication adherence space which utilize the
      Med-eXpert. These product lines are:


1.
            The
                Med-eMonitorTM(“Med-eMonitor”)a
                portable, interactive, “smart pillbox”, which stores and /or manages up to
                25 medications, while tracking patients’ adherence to their medications
                and care plans, and


2.
            The
                Med-ePhoneTM(“Med-ePhone”) – in development and testing – which prompts, monitors and
                records medication adherence and health status assessment delivered
                to
                patients over mobile phones and landlines using Interactive Voice
                Response
                Systems (“IVRS”).




The
      Med-eXpert system is a combined medication and care plan adherence solution
      used
      to monitor high-risk and high cost patients. More specifically, the Med-eXpert
      System is designed to be used with patients being treated for heart disease,
      stroke prevention, heart failure, diabetics with high blood pressure, HIV/AIDS,
      solid organ transplantation, chronic obstructive pulmonary disease, Alzheimer’s
      disease, schizophrenia, and bipolar disease. The Med-eMonitor System programs
      two types of portable patient interface appliances (Med-emonitor and Med-ePhone)
      and provides a data upload and download capability between the appliances and
      the Med-eXpert database . Using the Med-eXpert System, the Med-eMonitor and
      ,Med-ePhone applicances are programmed remotely via the Internet, and patient
      medication adherence, health status, quality of life and physiologic data are
      accessible via a secure website Below is a high level overview of how
      Med-dXpert, Med-eMonitor and Med-ePhone work together.




2









We
      have
      built a sales pipeline in the medication adherence market and have entered
      into
      definitive agreements for orders from customers. InforMedix has also recently
      signed cooperative agreements that include almost 600 pharmacies nationwide.
      We
      have entered into contracts with the University of Pennsylvania (two separate
      agreements addressing stroke prevention funded by the Aetna Foundation,
      diabetics with high blood pressure), the University of Texas - HSCSA
      (Schizophrenia), ADT WellHealth (division of ADT Security Services - a division
      of Tyco) and XLHealth (a Goldman Sachs-backed disease management organization)
      in a Medicare program in Tennessee, and the University of California, San
      Francisco in a NIH (National Institutes for Health) program directed at HIV/AIDS
      treatment.




**History**




In
      May
      2003, our predecessor company ( named Hunapu Inc.) merged with InforMedix
      Acquisition Corp. and changed its name to InforMedix Holdings, Inc., a Nevada
      corporation. InforMedix, Inc. was incorporated in Delaware in 1997 and became
      a
      wholly-owned subsidiary of InforMedix Acquisition Corp. in 2002. As a result
      of
      our merger with InforMedix Acquisition Corp in 2003, InforMedix, Inc. became
      our
      wholly-owned subsidiary.




**Location
      and Contact Information**




Our
      principal corporate offices are located at Georgetowne Office Park, 5880 Hubbard
      Drive, Rockville, Maryland 20852-4821. Our telephone number at this location
      is
      (301) 984-1566. Our corporate website is www.informedix.com .




**Our
      Market and Opportunities**




Over
      50
      million patients in the U.S. are chronically ill and treated with complex
      poly-pharmaceutical medication regimens, or “drug cocktails.” Market data
      indicates that poor medication adherence, or not taking the correct amount
      of
      prescribed medication at the proper time, is responsible for nearly $300.0
      billion per year in unnecessary healthcare costs. There is strong evidence
      to
      support the conclusion that information technology can reduce the cost of
      disease management by increasing drug adherence. Through the use of information
      technology, including tele-monitoring, healthcare professionals can detect
      the
      early warning signs of non-adherence and improve medication adherence. It is
      estimated that the current market size for tele-monitoring of disease management
      is approximately $100.0 million and will grow to $2.0 - $5.0 billion over the
      next five years (Parks Associates and Forrester Research, respectively). This
      market is expected to grow as technology is adopted and baby boomers age
      reaching an estimated market size of $34.0 billion by 2015 (Forrester Research).




3


We
      have
      developed and patented the Med-eMonitor system, a portable interactive patient
      monitoring “smart pillbox,” to enable senior citizens and their adult children,
      insurance companies, disease management organizations, pharmaceutical and
      biomedical companies, medical researchers and physicians to efficiently monitor
      and manage patients’ adherence to their medications and care plans to improve
      health, reduce costs, and provide peace-of-mind and increased patient
      independence. Our Med-eMonitor system is a combined medication adherence and
      electronic-diary solution used to monitor high-risk and high cost
      patients.




The
      Med-eMonitor system prompts patients to take medication, contains the medication
      and automatically tracks patient adherence, eliminating the need for hand
      written diaries. The Med-eMonitor system holds up to five different medications
      in its storage compartments, which are sensored allowing the medicines to be
      time and date stamped when accessed. Twenty additional medications, outside
      of
      the device, can be managed via a “Virtual Compartment” feature, including
      patches, injectables, refrigerants, liquids, and other medications. Med-eMonitor
      also prompts important patient self-check behaviors to improve health, educates
      about the medications and how to better manage their health condition, provides
      reminders for medical and laboratory testing and clinic visits, and assesses
      health status, quality-of-life, and physiologic measures such as weight, blood
      pressure and glucose.




All
      patient interactions with the device are automatically recorded and all of
      this
      data is available real time via a secure Internet site to physicians, clinical
      teams, family members and care managers to analyze the patient’s status,
      progress and adherence level. The data can also be used to assess the patient’s
      risk status to provide early warning signs that trigger interventions. The
      Med-eMonitor system provides secure access through a role-based navigation
      system that permits users access with read and/or write privileges based on
      their security credentials on the Med-eMonitor system. All transmitted data
      is
      encrypted. The Med-eMonitor system is built to be both HIPAA and 21 CFR Part
      11
      compliant.




In
      late
      2007, we announced that we are planning to introduce a new device, the
      Med-ePhone product, to provide a simple, inexpensive method for reminding users
      to take their medications regularly, and that the device will record and monitor
      patient medication adherence and health status over mobile phones and landlines.
      Med-ePhone is currently under development and being tested. Upon successful
      completion of testing, we expect to introduce it to the consumer market through
      pharmacies, our consumer e-store, and additional channels in 2008.




**Our
      Strategy**




Our
      objective is to successfully expand the marketing and leasing of the
      Med-eMonitor and Med-ePhone Systems and initial revenues recognized thereby
      and
      achieve profitability. Key elements of our strategy include:




•
            scientifically
                establishing that the Med-eMonitor system improves patient medication
                and
                care plan adherence, using independent third party academic medical
                center
                trials, peer reviewed medical journal articles, presentations at
                national
                and international scientific symposia, and receive recognition for
                technologic excellence,




•
            increase
                our visibility to third-party payor and consumer customer prospects
                without building a large infrastructure, by establishing strategic
                alliances to penetrate management organizations, major insurers and
                self-insured organizations, strategic channel and retail partners.
                Also
                increase visibility through positioning our chief executive officer
                as a
                national expert in the field of medication
                adherence,




•
            develop
                domestic channel partnerships initially with independent pharmacy
                cooperatives and retail chain drug stores, followed by channel
                partnerships with national pharmacy store organizations, and entry
                into
                Canadian pharmacy chains,




•
            improve
                our ability to make direct sales into the disease management and
                managed
                care markets through hiring top performing sales people experienced
                in
                these markets,




•
            brand
                the Med-eMonitor and Med-ePhone Systems as products disease management
                companies can trust to safely and effectively monitor their patients’
                medication and medical treatment adherence,




•
            expand
                relationships with existing and adding new call centers to provide
                installation, set-up and call monitoring services,
                and




•
            advance
                our corporate public relations awareness program to improve our Company’s
                visibility and the visibility of our Med-eMonitor and Med-ePhone
                Systems
                to both the general public, and within our industry. In connection
                with
                this effort, we have initiated efforts to make our product available
                on
                both a retail and e-store basis.




4




**Scientific
      Validation**




Throughout
      InforMedix’ history, the Company has placed an emphasis on scientifically
      validating the results associated with the use of the Med-eMonitor system.
      These
      efforts to validate the use of the Med-eMonitor System have principally involved
      government funded demonstration and research programs, along with independent
      citations in medical journals and publications.




The
      research programs have spanned a variety of disease states including
      Schizophrenia, Diabetes, various forms of Heart Disease, stroke-prevention
      and
      HIV. Findings to date generally indicate increased levels of medication
      adherence in the 90%+ range, when adherence levels without the use of the
      Med-eMonitor typically range from 38% to 50%.




Examples
      of our validation programs include:




***Schizophrenia:***




**University
      of Texas Health Science Center, San Antonio**  ***(Funded
      by NIMH Grant)***


•
            Results:
                Demonstrated “Improved Medication adherence from a baseline of 52% (prior
                to using device) to over 94% (after 3-months usage)”


•
            Publications
                and Presentations:


•
            “The
                Med-eMonitorTM for improving adherence to oral medication in
                schizophrenia”, Bendle S, Velligan DI, et.al: Schizophrenia
                Bulletin,  31(2): 519, 2005


•
            International
                Congress of Schizophrenia Research
                2005


•
            “Intervention
                to Improve Adherence to Anti-psychotic Medication”, Velligan, DI, Weiden,
                PJ: Psychiatric Times, August 2006, Vol XXIII, No.
                9


•
            The
                Clinical Handbook of Schizophrenia - (In
                Press)


•
            This
                initial program has been expanded to a $2 million multi-site, multi-year
                program funded by the NIMH based upon the earlier positive
                results




**The
      Baltimore Veteran’s Administration Hospital**  ***(Funded
      by STTR Grant under SBIR Program)***


•
            Results:
                Demonstrated that “The Med-eMonitor System provided for compliance
                enhancement with medications and protocols, ease of central evaluation
                by
                treating professionals, additional education, and reduced on-site
                evaluation in chronic schizophrenics.”


•
            Publications:
                “Feasibility of Using the Med-eMonitor System in Monitoring and Enhancing
                Research Protocol Compliance and Health Status in Schizophrenia,” Ruskin,
                PE, Van Der Wende, J, et.al.: Drug Information Journal, 37 (281-289),
                2003




***Heart
      Disease*** **...** ***and
      Heart Failure, High Blood Pressure:***




**Wayne
      State University Research Team at the Detroit VA Hospital** ***(Funded
      by NIH Grant)***


Initial
      Findings -


•
            Results:
                Indicated that “Patients in the compliance device group had a 94%
                medication compliance rate, and a 96% compliance rate with entering
                daily
                weight and blood pressure data into the device. QOL improved significantly
                from baseline to 3-months follow-up (ANOVA, p=0.006)”


•
            Publications:
                “Pilot Study of a Web-Based Compliance Monitoring Device For Patients
                with
                Congestive Heart Failure,” Artinian,N, Harden,J,et.al., Heart & Lung,
                2003: 32, 226-233


Additional
      Findings -


•
            Results:
                “Quality of life improved significantly from baseline to 3-month follow-up
                (ANOVA, P = .006...improved BP, weight, shortness of breath, medication
                dosing, self-care behaviors, fewer hospitalizations, and fewer emergency
                department visits).”


•
            Publication:
                “Telehealth as a Tool for Enhancing Care for Patients with Cardiovascular
                Disease” Artinian, N, Journal of Cardiovascular Nursing, Vol. 22, No.1, pp
                25-31, 2007




5


***Heart
      Disease ... and Diabetes***




**St.
      Vincent Healthcare System, Billings Montana**  ***(Funded
      by Center for Healthy Aging Program, Federally
      Funded)***


•
            Results:
                “Average medication adherence rates increased from a baseline of 40%
                to
                over 92%, HbA1c levels dropped an average of 18.7% after 3 months
                patient
                use (p<.002)”


•
            Presentations****(3) (4) “Remote Monitoring and Management of Rural Diabetic Patients Using
                a Web-based Medication Adherence/ePRO Monitoring Device” Farberow, B,
                Disease Management Congress, 2005




***Heart
      Disease*** **...** ***and
      Diabetes, High Blood Pressure***




**Medicare
      Health Support Program in Tennessee*****(Funded by
      CMS)***


•
            XLHealth
                is the chronic disease management company providing the
                program.


•
            InforMedix
                introduced XLHealth to ADT WellHealth, a partner of
                InforMedix.


•
            InforMedix
                and ADT have enabled the linkage and technology integration of the
                Med-eMonitor System to the ADT call
                centers


•
            InforMedix
                technology is linked to ADT WellHealth call center and is working
                very
                successfully


•
            Initial
                enrollment going well and initial beneficiary responses are
                favorable


•
            100%
                Patient acceptance; 100% Patient found Med-eMonitor helpful to following
                medication protocols; 100% found Med-eMonitor easy to use, willing
                to
                recommend to others, and helpful in maintaining health
                condition.




***Heart
      Disease ... and Diabetes, High Blood Pressure, High
      Cholesterol***




**University
      of Pennsylvania, Med-eMonitor System to High-Risk Diabetes Patients** *(Self-Insured
      University that receives significant federal funding)*





•
            Patient
                adherence rates were improved


•
            Patients
                were highly satisfied with the operation and use of the
                program







***Heart
      Disease ... and Atrial Fibulation (Abnormal Heart
      Rhythm)***




**University
      of Pennsylvania Specialty Coagulation Clinic - Stroke Prevention Program** *(initially
      funded by Commonwealth of Pennsylvania)*


•
            Successful
                Phase I program that significantly improved patient adherence to
                Coumadin
                (Warfarin) an anticoagulant,


•
            The
                Aetna Foundation has funded a significant expansion of this program,
                and


•
            Average
                compliance in initial program of 89%, with 95% of patients achieving
                80%
                adherence or better




***HIV***




**University
      of California, San Francisco HIV
      Program** **(*****Funded by STTR Grant
      SBIR)***


•
            Successful
                Phase I program successful, planning submission of Phase II
                application,


•
            Results
                indicated an 89.5% medication adherence rate,
                and


•
            The
                tested population involved many patients who had serious mental illness
                and drug abuse, and were comprised of urban poor who were
                near-homeless.




6





In
      addition to the above listed programs, which validate the benefits associated
      with use of the Med-eMonitor, InforMedix has also been cited in numerous
      publications and reports. One example of these publications is “ **Practicing
      Medicine in the 21** **st** **Century** ”,
      Chapter 13 – Dealing or Succeeding with Disease Management, page 218 by Dr.
      Harry Leider (CMO of XLHealth) and reviewed by Dr. David Nash (Chair of Disease
      Management at Jefferson Medical Center, Philadelphia): 2006:




**PRODUCT
      OVERVIEW - Med-eMonitor and Med-ePhone Systems**





Our
      Med-eMonitorTM System is a combined medication adherence and electronic-diary
      solution. The Med-eMonitor appliance is a smart pillbox, which is
      non-threatening and easy to use. It has been successfully used by senior
      citizens with low educational levels, urban and rural poor people, confused
      patients suffering from schizophrenia drug abuse and other severe mental
      illnesses, and other patients facing significant educational and socioeconomic
      challenges The System comprises a portable patient interface unit and automated
      data upload and download capability using a cradle modem connected to a standard
      telephone line. The unit is programmed remotely via the Internet, and patient
      medication adherence, health status, quality of life and physiologic data are
      accessible via a secure Internet site. The System provides secure access through
      a role-based navigation system that permits users access with read and/or write
      privileges based on their security credentials on the System. All transmitted
      data is encrypted. The System is built to be both HIPAA and 21 CFR Part 11
      compliant.





The
      Med-eMonitor System was specifically designed for the disease management and
      consumer home care markets. In a variety of patient populations, independent
      third party academic centers have documented repeated medication and care plan
      adherence rates averaging 90% or better.





The
      Med-eMonitor System prompts patients to take medication and enter health status
      information, contains the medication and automatically tracks patient adherence
      and health status. . This fully integrated system conveniently combines these
      features with an easy-to-read display screen. It holds up to five different
      medications in its storage compartments, which are sensored allowing the
      medicines to be time and date stamped when accessed. Additional medications,
      outside of the device, can be managed via a “Virtual Compartment” feature. The
      Med-eMonitor can manage up to 20 additional medications, including patches,
      injectables, refrigerants, liquids, and other medications.





Patients
      are directed to take specific medications when the unit sounds a musical chime
      (numerous optional chimes are available for selection) and to eliminate any
      confusion, the LCD screen points to the appropriate compartment. Once the
      compartment is opened to take the pill, a variety of information may be
      displayed on the LCD screen, depending upon the information established by
      the
      physician through the care plan protocol. This information could include a
      description of the pills to enable the patient to visually verify they are
      taking the right medication, or it could inform the patient about dosage and
      how
      the medication treats their condition.





The
      unit
      prompts the patient to enter information about their response to the
      medication(s) in an intuitive manner by responding to a series of fully
      customized questions determined by the sponsor or physician, including branching
      logic capabilities to assess different aspects of the patient’s health condition
      depending upon how they answer the initial questions. Data entry is performed
      via over-sized soft keys. A series of queries may follow at any pre-selected
      interval following the taking of the medication, requesting facts about the
      occurrence of possible adverse events, or relevant physiologic measures. The
      patient may be prompted to assess how they are feeling or doing at a given
      time
      during that specific day. Data may be input via full-scale visual analogue
      scales that enable easy entry of numeric values such as glucose levels, daily
      weights, and systolic and diastolic blood pressure values. Using this scale,
      the
      patient dose-response data can be recorded at multiple times throughout the
      day,
      to measure parameters such as time to onset of action, duration of action,
      degree of symptom relief and/or physiologic response, and onset/duration of
      side
      effects. Predetermined triggers based on specific answers may alert the patient
      to perform a self-care behavior (e.g. entering a low glucose level might prompt
      them to drink fruit juice or take a glucose pill); or to call a caregiver (e.g.
      a weight gain of four pounds or more may trigger a behavioral prompt to call
      the
      doctor immediately).





All
      patient interactions with the unit are automatically recorded. This includes
      the
      patient changing the settings such as the muting of the chimes or adjusting
      the
      contrast of the display screen. All of this data is available to physicians,
      clinical teams, and care managers in real time via a secure Internet site to
      analyze the patient’s status, progress and adherence level. The data can also be
      used to assess the patient’s health risk status to provide early warning signs
      that trigger interventions.


7





One
      or
      more times each day the patient is prompted to place the portable unit in its
      data exchange cradle (normally in the evening), and the patient’s data from that
      day is automatically transferred from the patient’s unit to the database via
      secure communication over a non-dedicated telephone line. If the patient cannot
      access a phone line, the unit can retain patient data indefinitely in
      non-volatile “flash” memory, and then upload the data the next time the unit is
      placed in its cradle. The patient’s regimen can be remotely re-programmed in the
      database, and downloaded to the unit when it is communicating with the database,
      facilitating up to daily changes in the patients regimen based upon analysis
      of
      the patient data. The database provides standard “risk-stratified” summary
      reports, and detailed reports of all patient event data. It will also trigger
      urgent outbound e-mails, SMS text messages, and/or faxes to caregivers should
      the patient data fall outside of pre-determined acceptable limits. The database
      is hosted in a secure facility, and can export data in XML or ASCII formats,
      and
      is SOAP compatible. It provides an audit trail of any changes made to the
      patient regimen or to patient data. It is written in Microsoft.Net for SQL.
      The
      Med-eMonitor System is protected by numerous domestic and international issued
      and pending patents.




The
      Med-ePhone Interactive Voice Response System delivers the following
      features:


·
            Inexpensive
                method to remind participants to take their medications and record/monitor
                adherence over standard mobile phones, PDA/cellphones and
                landlines


·
            Prompt/record
                answers to simple health status
                queries


·
            Branching
                logic allows a participant to identify reasons that they do not take
                their
                medications


·
            Simple
                web enrollment provides adherence data via Med-eXpert - sends e-mails
                and
                text messages if meds missed or health
                declines


·
            Med-eXpert
                also provides detailed reports via the
                Web





**INFORMATION
      MANAGEMENT**





The
      Med-eMonitor system combined with our Med-eXpert TM database
      and patient enrollment system provides medical and research personnel with
      extensive real-time information, a variety of Web-enabled reports, data
      analytics, and trend analyses with respect to patient adherence and medication
      response, and health status monitoring, all of which is customized to the
      individual patient care plan or trial protocol specifications. The Med-eXpertTM
database and patient enrollment system communicates with Med-eMonitor and
      Med-ePhone units and provides a wide range of patient-monitoring features
      available via the Web, including:


·
            capturing
                and managing automated medication adherence (date and time-stamped);·
            remote
                monitoring of patients’ responses to drug and dosage regimens;


·
            remote
                monitoring of patients’ physiologic and quality of life information;·
            the
                ability to analyze data from multiple patients during clinical programs
                or
                trials;


·
            the
                ability to implement care plan and protocol changes and enhancements
                instantly;·
            aggregated
                data collection to provide real-time trend analysis during trials,
                and


·
            outbound
                e-mail, SMS and fax messages sent automatically to case managers
                and
                clinical research coordinators when certain patient-reported data
                is “out
                of bounds.”




**VALUE
      PROPOSITIONS**





We
      believe that the Med-eMonitor ’ System provides significant value to caretakers
      and disease managers, due to the healthcare cost savings and improved quality
      of
      care resulting from improved medication adherence. This value is added in five
      critical areas:





·
            Early
                identification and intervention of medication and care plan non adherence
                and physiological issues with high-risk patients,·
            Consistent
                improvement in medication adherence,




8





·
            Reduced
                hospitalization and outpatient expenditures,·
            Improved
                quality of life,


·
            Improved
                medical decision making, through providing medication-specific adherence
                information for each patient, and·
            Acceptance
                by patients using the appliance.





We
      believe that the Med-eMonitor and Med-ePhone Systems provide the following
      benefits to patients and their loved ones:


Comfort
              Supporting
                  loved ones in taking the right medication, the right dose, and
                  the right
                  way at the right timeSecurity
              Be
                  notified within minutes if a loved one misses a medication or is
                  feeling
                  poorlyImproved
                  Lifestyle
              Know
                  if there is a need to stop by or call based on real-time
                  informationPeace
                  of Mind
              Providing
                  loved ones with the very best solution to help them take their
                  medications
                  properly


**TARGET
      MARKETS**





We
      believe that the following statistics demonstrate the large market opportunity
      for the Med-eMonitor TM System:


·
            One
                in six Americans (50 million people), take three or more medications
                per
                day,·
            Non-institutional
                Medicare patients spent approximately 22% of their income on health
                care
                in 2003,


·
            Baby
                boomers currently comprise 29% of the US population,·
            Medication
                non-adherence costs the U.S. economy $300 billion annually,


·
            There
                are over 40 million chronic care patients in the United States, and·
            The
                expected market for home health care monitoring technologies is projected
                to reach $35 billion by 2015


·
            Unnecessary
                hospitalizations resulting from medication non-adherence amounts
                to $100
                billion annually in the United States alone, and that·
            Failure
                to take medications as prescribed causes:


·
            10%
                of total hospital admissions,·
            33%
                of Chronic Heart Failure (“CHF”) hospital admissions,


·
            75%
                of Schizophrenia admissions,·
            22%
                of nursing home admissions, and·
            $300
                billion annually in unnecessary healthcare costs.




Patient
      adherence with medications in the general population is a multi-billion dollar
      issue for healthcare insurers and pharmaceutical companies. When medication
      adherence is improved, the healthcare system saves billions of dollars from
      a
      reduction in hospitalizations, emergency room visits and disease state
      complications. Improved medication adherence can translate into a 10-20%
      increase in sales for a typical pharmaceutical company. It is well documented
      that improved medication adherence significantly improves the health status
      of a
      patient and it simultaneously reduces overall healthcare costs. Market data
      indicates that poor medication adherence is responsible for upwards of $300
      billion per year in unnecessary healthcare costs. The Med-eMonitor System is
      well positioned to capitalize on both of those considerable value propositions.


9





Over
      50,000,000 patients in the United States are chronically ill and treated with
      complex poly-pharmaceutical medication regimens. Their conditions include
      congestive heart failure (CHF), hypertension, diabetes, asthma, schizophrenia,
      bipolar disorder, depression, hyperlipidemia, chronic obstructive pulmonary
      disease, coronary artery disease, HIV/AIDS, transplant, and others. These
      patients utilize a disproportionate amount of healthcare resources, and may
      individually cost the system $50,000 to $75,000 per year or more. Major costs
      relate to medication non-adherence resulting in unnecessary emergency room
      and
      hospital visits. It is estimated that over 50% of chronically ill patients
      are
      non-adherent and 33% of all CHF hospital admissions (the major hospital cost
      under Medicare) results from patients not properly adhering to their medication
      regimens. Increasingly these patients are being case managed by nurse
      specialists operating out of call centers. Payors provide a monthly per patient
      fee for case management. The use of remote telemonitoring technologies, such
      as
      digital blood pressure cuffs and scales demonstrates increasing adoption rates,
      with price points ranging from $50 to $125 per patient per month depending
      upon
      the number of devices being used, and the length of the monitoring period
      commitment.




**MARKET
      SIZE**





It
      is
      estimated that the current market size for remote telemonitoring of disease
      management is approximately $100 million and will grow to $2 - $5 billion over
      the next three years. This market is expected to grow as technology is adopted
      and baby boomers age. We expect baby boomers will prefer home monitoring to
      entering assisted living and nursing homes. Significant cost savings and
      quality-of-life improvements have been demonstrated in the research literature
      related to the deployment of home tele-monitoring systems. Generic and specialty
      disease management companies have been developed to address these market and
      demographic opportunities, and they seek early warning mechanisms to head off
      expensive emergency room and hospital costs, while simultaneously enabling
      nurse
      case managers to manage more patients using real-time remote patient data
      captured.





We
      estimate that there are over 50 million patients in the United States that
      suffer from complex chronic illnesses treated with “drug cocktails.” If chronic
      care improvement technologies were deemed appropriate for 25% of these patients,
      and the average cost for this service was $50 per month, the total market for
      chronic care improvement technologies in the US would be $7.5 billion annually.





We
      believe the market for chronic care improvement technologies is poised for
      rapid
      growth due to the increased level of commitment to technology by the federal
      government and private insurers. For example, in passing the Medicare
      Modernization Act of 2003, Congress committed the federal Centers for Medicare
      and Medicaid Services to improve chronic care treatment for senior citizens
      and
      other Medicare beneficiaries. The federal Centers for Medicare and Medicaid
      Services (CMS) in April 2004 released a request for proposal to implement
      chronic care improvement programs as mandated under the Medicare reform bill.
      In
      its introduction to the RFP, CMS emphasizes that one key purpose of the
      initiative is to “accelerate the adoption of health information technology.”




In
      the
      private sector, almost all health plans have a disease management program in
      effect. Many of these plans are investing millions of dollars to implement
      systems and business processes for systematic patient monitoring, care
      coordination, and the prevention of complications from chronic illnesses. The
      goal of these programs is the same: to increase medication adherence in order
      to
      reduce the occurrence of costly hospital visits due to non-adherence, while
      also
      reducing the costs associated with monitoring treatment.





We
      believe there is strong evidence to support the conclusion that information
      technology can reduce the cost of disease management services. Third party
      academic medical center studies have repeatedly demonstrated substantial
      improvement in medication adherence with the use of the Med-eMonitor. By
      enabling healthcare service providers to detect early warning signs and improve
      medication adherence, health care costs can be reduced. Tele-monitoring of
      patient response to medication can reduce the need for costly nursing visits
      and
      therefore, reduce the cost of disease management programs.





10





**CURRENT
      STATE OF TECHNOLOGY**





The
      medication adherence technology market is currently in its infancy. Even though
      the original solution was launched over ten years ago (MEMS Cap), the evolution
      of technology from this original, clumsy electronic pill cap to the current
      solutions with remote programming and daily data transfer has been slow to
      develop. The market penetration of this technology is less than 5%. With recent
      technology innovations and accelerating interest in improving medication
      adherence, we believe that this penetration should significantly increase in
      the
      next few years.





The
      available technologies include the following:





***Plastic
      Pill Box -*** the
      most
      commonly used product for medication adherence is portable, but does not monitor
      or measure adherence.





***Electronic
      pill bottle caps*** ,
      with
      some linked to cell phone cards for dial-out - these technologies are geared
      to
      monitor single medications and do not yet have the remote programming
      functionality





***Home
      based medication dispenser*** -
      these
      devices hold and lock-up a patient’s medications and then dispense them into a
      cup or down a chute at a predefined time of the day. These devices are large
      and
      not portable. They require sophisticated and careful loading of the medications.
      They also run on AC power which has caused numerous problems during power
      outages around the country. If these units lose power, they may lose their
      programming requiring that a care giver come to the patient’s home to re-set the
      device.





***Mobile
      phone and pager systems*** -
      These
      solutions utilize a patient’s current mobile phone or pager to deliver reminders
      to take medications. They are generally not able to record if the patient took
      their medications and are limited in the amount of information that can be
      delivered. They are, however, simple to implement on a large scale.





The
      Med-ePhone, which InforMedix is currently developing and testing, will benefit
      from the use of the Med-eXpert System and will offer enhanced benefits not
      currently offered by our competition given the two way real-time transfer of
      data, combined with the ability to analyze the data received, report it over
      the
      Web, and immediately notify friends, loved ones, pharmacists, and other
      caregivers when a medication or physical condition is slipping.





***Web
      based systems*** -
      These
      systems are very rich in content and educational material. They are simple
      to
      implement with large populations however they require that the patient have
      a
      computer with Internet connectivity to work. In addition, the computer must
      be
      on for the patient to receive any active reminders. Otherwise the system is
      passive and only of benefit when the patient comes to the web site.





**MARKETING
      STRATEGY**





Third
      party payors, self-insured corporations, disease management organization, and
      Medicare are all seeking novel methods to reduce the staggering and growing
      costs of caring for complex, chronically ill patients. We believe that there
      will be wide appeal for a true plug and play technology platform that would
      combine medication adherence monitoring, electronic patient diary data, and
      physiologic data at a reasonable monthly cost. The company that provides this
      platform combined with Web-enabled monitoring should have significant first
      mover advantage. InforMedix believes that the Med-eMonitor, Med-ePhone and
      Med-eXpert Systems provide this solution.





The
      targets for our marketing efforts are those entities at risk for the healthcare
      dollar. Since improved medication adherence reduces hospitalizations, ER visits
      and other costly complications, we believe that the groups willing to pay for
      the Med-eMonitor and Med-ePhone Systems will be those that save money when
      the
      above cost savings are realized.


11





In
      addition to the above main market there is a market with the pharmaceutical
      industry outside of the clinical trials market. It is estimated that
      pharmaceutical companies in the US lose approximately $30 billion in annual
      revenue because patients do not take the medications they are prescribed. By
      implementing the Med-ePhone System with patients, we believe patients will
      take
      more medications and the pharmaceutical company will sell more pills. Some
      of
      our resources will continue to be focused on a plan to combine the financial
      backing of pharmaceutical companies with the implementation resources of a
      health plan or specialty Pharmacy Company to execute a comprehensive medication
      adherence program to improve medication compliance and persistence to drive
      increased top-line and bottom line revenues for pharmaceutical companies.





***Customer
      Segments*** **-**


·
            Self
                Insured Employers-
                employers who insure themselves for the risk of healthcare costs.
                Employers have a long term horizon for saving healthcare costs and
                improving employee productivity.·
            Health
                Plans-
                Insure for health care cost and deliver care


·
            MCOs-
                same as above


·
            Insurers(Traditional
                and Reinsurers) - Insure for healthcare expenditures but do not deliver
                care·
            DMO’s-
                Disease Management Organizations - deliver services to high risk
                patients
                on behalf of the payer. Significant projects with Medicare, Medicaid
                and
                VA.


·
            Clinics,
                Hospitals and Specialty Centers·
            PBMs-
                Pharmacy Benefit Management Companies - manage the pharmacy benefit
                for
                all of the above. These companies could be key implementation partners.


·
            Consumer
                self-pay through “Specially Selected” Pharmacies–Entrepreneurial pharmacies that will market to adult children who
                wish to
                ensure that their loved ones are properly taking their medications,
                and
                will be alerted if medications are missed or health is declining,
                to
                provide peace-of-mind.·
            Pharmaceutical
                Companies





***Positioning:
      The Medication Adherence Solution*** **-**


We
      believe that the Med-eMonitor and Med-ePhone Systems are the best available
      solution to improve patient adherence to their prescribed medication regimen.
      Med-eMonitor provides combination of the following functions and features:


·
            physically
                organizing and monitoring the taking of medications,·
            electronic
                prompts and reminders on when to take medications,


·
            medication-specific
                education about the medication and why they are taking it and how
                they
                should take it right when they open their medication compartment·
            Daily
                monitoring of medication adherence with risk stratified reporting
                to care
                givers for proactive intervention


·
            All
                combined with e-dairy functionality for patient reported outcomes
                including Quality of Life and early risk identification




Med-ePhone
      provides the following functions and features:


·
            Inexpensive
                method to remind participants to take their medications and record/monitor
                adherence over standard mobile phones, PDA/cell phones and
                landlines·
            Prompt/record
                answers to simple health status queries·
            Branching
                logic allows a participant to identify reasons that they do not take
                their
                medications·
            Simple
                web enrollment provides adherence data via Med-eXpert – sends e-mails and
                text messages if meds missed or health declines·
            Med-eXpert
                also provides detailed reports via the
                Web




***Tactical
      Execution -***


The
      main
      tactical element in this plan is the formation of channel partner relationships
      in the following channels:


12


·
            **Large
                Home Security Monitoring Companies***(e.g.
                ADT, Honeywell, Monitronics,
                Brinks)*


·
            **Independent
                Pharmacies,****Pharmacy
                Cooperatives**(e.g.
                Southern Pharmacy Cooperative, American Pharmacies), and**National/Regional
                Chains**(e.g. Eaton Apothecary)**


·
            **Personal
                Emergency Response Companies***(e.g.
                ADT, LifeLine, Tunstall)*


·
            **Retail
                Marketing Companies***(e.g. Creative Tecknology, Internet-based
                medication dispenser and homecare product sites, *self-pay
                homecare companies, caregiver support
                companies)**


·
            **Telecom
                Companies for Med-ePhone***(e.g.
                ATT Wireless)*


·
            **Companies
                focused on the burgeoning “Aging Gracefully in Place Market”**that
                cater to senior citizens and their adult
                children





The
      internal sales team efforts will be supported by one or two key consultants
      that
      can facilitate the sales process with very large players in the above market
      customer segments





We
      currently market and sell and/or lease the Med-eMonitor and Med-ePhone Systems
      to pharmaceutical and biotechnology companies, home security companies, disease
      management organizations, health insurers, Federal Government Research Centers,
      Contract Research Organizations (CROs) and Site Management Organizations (SMOs).
      Key decision makers and influencers include senior management, clinical trials
      directors, and product managers responsible for the launch of a new product,
      marketing managers responsible for Phase IV and post-launch trials, and the
      eHealth / I.T. divisions of these organizations. We are also actively developing
      relationships with E-retailers and potentially retail pharmacies, retirement
      and
      assisted living community operators, as well as both managed care organizations
      and home care providers..





InforMedix
      also is in discussions to market and lease/sell a third-parity monitored
      medication adherence and health status monitoring solution (i.e. medically
      trained call center support to respond to alerts reported by the Med-eMonitor)
      through strategic alliances. InforMedix will market and sell these services
      through direct sales, commercial and government customer contacts, and through
      CXO-attended targeted trade show visibility.





We
      intend
      to leverage our extensive contacts in the industry to secure meetings and intial
      product implementations. We will also continue to use academic sites to test
      and
      prove our product’s capabilities, while further validating applications. We will
      seek opportunities within the academic sites to apply the Med-eMonitor system
      to
      numerous disease states, where the data gathered and trial methodology support
      the unique value we offer.





We
      have
      also setout to develop strategic alliances with companies with established
      distribution channels for products and services in either consumer/retail or
      disease management markets.




***Public
      Relations/Investor Relations/Financings***





In
      March
      2007 the Company retained The Investor Relations Group (“IRG”), a well
      recognized public relations and investor relations firm to develop, orchestrate
      and implement a multi-faceted awareness program. In 2007 IRG launched a PR
      program to drive awareness of its InforMedix and its products. Results included
      newspaper and Internet-based articles in newspapers throughout the United States
      and international countries, live television news programs and talk shows geared
      to consumers and investors, the investment banking community, news
      organizations, free lance and beat writers, and the general public *.* Customer
      testimonials, scientific findings, executive hires, major product placements,
      new product announcements, and key strategic alliance announcements were
      highlighted. This relationship was discontinued in November of
      2007.





On
      March
      11, 2008 the Company announced that it had retained Murdock Capital Partners
      to
      provide professional
      advice, counsel, and assistance regarding financial matters, including the
      raising of additional capital, merger and acquisitions, exchange listings,
      Sarbanes Oxley requirements, investor relations, and any other related issues.
      Murdock specializes in micro cap entities, and is highly conversant and
      knowledgeable in the special needs and concerns of smaller capitalization
      companies, such as InforMedix. Murdock brings years of experience in assisting
      in the development of strategic business relationships. Murdock’s proven record
      of introducing companies to highly sophisticated, micro cap oriented investors
      was highly evident in our discussions and negotiations with Murdock’s management
      team. We believe that their ability to attract the attention of long term
      investors interested in our story will be of significant benefit to our current
      shareholder base.


13





Murdock
      Capital Partners is based in New York City **,** and
      is a
      private merchant banking firm providing corporate finance and financial advisory
      services. Murdock Capital acts as financial intermediary and principal for
      small
      and medium size companies and provides business counsel on a company's finances,
      including mergers and acquisitions, public and private financing, management
      buy-outs and corporate divestitures. Murdock Capital’s professionals create
      significant value for their client companies by acting in a multi faceted
      capacity as financial partners and strategic advisers. Preferable transactions
      are $3 million to $50 million; however situations that require up to $200
      million for later stage companies are well within Murdock’s purview. Acting as
      principals and working with a substantial number of institutions, fund managers,
      venture capital firms and high net worth individuals, Murdock Capital arranges
      investments in small and medium size companies, to provide expansion and
      acquisition financing to facilitate the growth strategies of successful
      managers. For the past fifteen years, Murdock has remained committed to its
      objective of identifying, investing in and funding well managed companies that
      demonstrate the potential for substantial long-term growth. Our knowledge and
      experience in formulating corporate strategy including marketing, strategic
      alliances and business management greatly increases the probability of our
      clients’ success. For bridge, mezzanine, or other capital requirements, Murdock
      Capital accesses a variety of sources of capital and has successfully raised
      funds for a number of firms on specially structured terms, including PIPES,
      Private Placements, Secondary Offerings, Initial Public Offerings, management
      buyouts and private equity financings. Murdock Capital has developed a national
      and international network of investment and private banks, money managers,
      institutional investors, non-bank lenders and leveraged buyout groups. The
      Company believes that Murdock will provide it significant increased exposure
      to
      the financial community. Investor
      relations activities will be focused on distribution of press releases over
      the *Dow
      Ticker, BusinessWire, and Information Week*





**Trade
      Events -** The
      Company intends to secure high visibility booth space at key industry events,
      attended by CEO’s, COO’s, CMO’s, and other key decision makers. ** In
      addition, the Company will try to identify event opportunities which offer
      a
      strong booth presence, speaking opportunities at event break-out sessions and
      panel discussions. Qualified lead generation will be the focus of trade event
      activities.





**Product
      Collaterals -** product
      sell sheets for stand alone and brochure insertion; and product demos to include
      the Med-eMonitor device, cradle and Med-eXpert Software; and an updated
      InforMedix website to effectively demonstrate the turnkey platform to potential
      customers. Links to each partners’ websites and to the Med-eMonitor demo will be
      created as well.





We
      expect
      that the theme of the Company’s PR, IR and future advertising and marketing
      materials will be to demonstrate how the Med-eMonitor and Med-ePhone Systems
      improve health outcomes, reduce costs, and allow people to “age gracefully while
      maintaining a sense of independence.”





In
      2007
      and 2008 public relations and investor relations activities resulted in the
      following increased visibility for the Company:





**April
                2007**:
                Bruce A. Kehr, M.D. appears on live television -**FOX
                National News**-
                to discuss Med-eMonitor, Med-eXpert, and medication non-adherence
                in the
                U.S.




**July
                2007**:
                Bruce A. Kehr, M.D. selected as one of the “100 most inspiring and
                influential leaders in the life sciences industry” by the readers and
                editors of**PharmaVOICE**




**July
                2007**:
                Med-eMonitor selected by**Popular
                Science******as
                one of the “must have” products for 2007; then features it on television
                where it is mentioned as the “must have”
product




**August
                2007**:**Prevention
                Magazine******(circulation
                11,000,000) features Med-eMonitor




**September
                2007**:**Aetna******funds
                expansion of successful stroke prevention program using Med-eMonitor
                at
                University of Pennsylvania - represents fourth order by**University
                of Pennsylvania Health
                System**




14


**November
                2007**:
                Med-eMonitor Honored by**Consumer
                Electronics Association******as
                one of four international Innovations 2008 Design and Engineering
                Awards
                in the Healthcare category




**January
                2008**:**Creative
                Tecknology******to
                market and sell Med-eMonitor System in
                Canada




**January/February
                2008**:
                InforMedix launches pull-through marketing and sales activities at**Eaton
                Apothecary, Southern Pharmacy Cooperative, American
                Pharmacies**




**March
                2008:**InforMedix
                retains**Murdock
                Capital Partners**




**March
                2008:****USA
                Today**features
                article on Med-eMonitor “Smart
                Pillbox”




**SALES
      PLAN**





InforMedix
      primarily leases and promotes sales of its Med-eMonitor System directly to
      target accounts, and indirectly through established distribution channels of
      additional Strategic Alliance partners (“Channel Partners”. The Company intends
      to utilize its extensive contacts, along with the significant industry
      information, which is readily available through published industry reports.
      The
      Company also intends to leverage its extensive contacts in the industry to
      secure meetings and initial product implementations.





InforMedix
      intends to continue to use academic sites to test and prove the product’s
      capabilities, while further validating its clinical application. We will seek
      opportunities within the academic sites to apply the Med-eMonitor System to
      numerous disease states where the data gathered and trial methodology support
      the unique value offered by InforMedix. Among the channel partner categories
      targeted by InforMedix are companies operating as large home-security monitoring
      companies, health cost reduction companies, personal emergency response
      companies and retail marketing companies.





With
      the
      recent addition of Bruce Kneeland as part-time Vice President, Pharmacy Sales,
      the Company believes it has added a key asset with Mr. Kneeland to achieving
      its
      pharmacy sales goals. We expect that Mr. Kneeland will provide a complementary
      match to Randy Dulin, who continues as Senior Vice President Operations and
      Direct Sales.





**Direct
      Sales**





The
      Company intends to leverage its opportunity through accessing pharmaceutical
      and
      medical products and disease management relationships developed over the recent
      years.




In
      addition, during the year ended December 31, 2007, the Company launched an
      initiative involving the development of a Pharmacy network program to reach
      individual consumers. The Company’s research into this type of product outlet,
      indicated that pharmacies have realized declines in revenues from prescriptions,
      which is related to poor medication adherence, and the availability of generic
      options. Further declines were recognized in the associated levels of floor
      traffic in stores, which has compounded the recognized declines in overall
      store
      sales.





The
      InforMedix program is directed at building a product distribution network,
      and
      also encouraging pharmacists to offer the Med-eMonitor and Med-ePhone to current
      prescription patients, for which the pharmacists will be paid a commission
      for
      units they are responsible for ordering. Given the typical relationship between
      a pharmacist and prescription patients they serve, the Company will continue
      the
      commission program for as long as the unit(s) remain deployed. An added
      opportunity exists for the pharmacists, since several third party reimbursement
      entities pay consultation fees for pharmacists who provide ongoing counsel
      to
      patients in line with improving the medication adherence levels.





Through
      the use of the pharmacies, the Company believes it can develop a field marketing
      presence, without the normal employee expense, since the pharmacists can earn
      added income, by helping the Company generate increase sales.


15





As
      of
      December 31, 2007, the Company had established relationships with several small
      to medium independent pharmacies and chains, which provides opportunities with
      over 600 pharmacies. The Company has also continued to develop and implement
      an
      effective program to select and support entrepreneurial pharmacies.








**COMPETITION**





The
      market for our products and services is fragmented, competitive, and rapidly
      evolving. We expect to encounter new and evolving competition as the market
      consolidates and matures. While we believe that none of our competitors offers
      a
      product that incorporates all of the features and functionality of the
      Med-eMonitor System, many of our competitors and potential competitors have
      longer operating histories and substantially greater financial resources than
      we
      have. Our principal competitors include the following:





Direct
      competitors in the medication adherence market include:


·
            HomMed
                (Honeywell),·
            SimPill,


·
            MedSignal,
                and·
            MD.2





Indirect
      Competitors include various competitors with products which prompt for
      medications, and ask if patients have taken their medications, but which do
      not
      prompt or record for specific medications. Indirect
      Competitors include:


·
            HealthHero/Healthbuddy
                - acquired in December 2007 by Bosch Gmbh·
            Various
                Cell Phone and Pager solutions


·
            Various
                Web Solutions (i.e. Medem), and·
            Various
                Print Solutions





Other
      Disease Management Dedicated Technology Providers include:


·
            AMD
                Telemedicine,·
            American
                Telecare (ATI),


·
            CyberNet
                Medical,·
            LifeLink
                Monitoring,


·
            Phillips(Health
                Hero Network), and·
            Viterion
                TeleHealthCare (a Bayer/Panasonic co-venture).





Technology
      and Services Companies include:


·
            Alere
                Medical,·
            American
                Medical Alert Corporation (AMAC,)


·
            Cardiocom,
                and·
            QMed
                Inc.





**GOVERNMENT
      REGULATION**





**HIPAA** -
      The
      Health Insurance Portability and Accountability Act mandates the adoption of
      standards for the exchange of electronic health information in an effort to
      encourage overall administrative simplification and to enhance the effectiveness
      and efficiency of the healthcare industry. Ensuring privacy and security of
      patient information - "accountability" - is one of the key factors driving
      the
      legislation. The other major factor - "portability" - refers to Congress' intent
      to ensure that individuals can take their medical and insurance records with
      them when they change employers. For HIPAA and we believe we, and the
      Med-eMonitor system, are in full compliancde with such regulations. believe
      that
      the Med-eMonitor system is in full compliance with such regulations. Based
      on
      existing and proposed HIPAA regulations, we believe that the cost of our
      compliance with HIPAA will not have a material adverse effect on our business,
      financial condition or results of operations..




16




**Food,
      Drug and Cosmetic Act** -
      The
      Food and Drug Administration, or FDA, has notified InforMedix that the
      Med-eMonitor System is not subject to the registration, device listing or
      pre-market notification provisions of the Food, Drug and Cosmetic Act, because
      the Med-eMonitor System satisfies certain conditions established by the FDA
      in
      its enforcement discretion. However, the Med-eMonitor System is subject to
      the
      adulteration and misbranding provisions of the FDCA and InforMedix must comply
      with the medical device reporting requirements of the FDCA InforMedix must
      also
      comply with 21CFR Part 11 regulations governing the electronic capture of
      clinical trial data. We believe we, and the Med-eMonitor system are in full
      compliance with such regulations, and we believe that the cost and
      administrative burden associated with FDA compliance are not material to
      InforMedix's business, financial condition or results of operations. It should
      be noted that the FDA has approved new drug applications using PDAs, such as
      Palm Pilots, in the capture of patient information. Palm Pilot is a modified
      modality.






**RISK
      FACTORS**




*Investing
      in our common stock involves a high degree of risk. You should carefully
      consider the following risks before making an investment decision. Our business
      could be harmed by any of these risks at any time. The trading price of our
      common stock could decline due to any of these risks, and you may lose all
      or
      part of your investment. In assessing these risks, you should also refer to
      the
      other information contained in this prospectus and incorporated by reference
      into this prospectus, including our consolidated financial statements and
      related notes.*




**Risks
      Relating to Our Business**




**We
      require additional financing to fully implement our business
      plan.**




For
      the
      year ended December 31, 2007, we raised approximately $2.5 million from the
      sale
      of our capital stock. We continue to have trade debt and other liabilities,
      a
      significant portion of which is past due, in excess of our cash on hand. At
      the
      present time we continue to require additional funds to fully implement our
      business plan. There is no assurance that we will obtain the funds to fully
      implement our business plan, or that a full implementation of our business
      plan
      will result in our profitability.




**If
      we continue to incur negative cash flow from our operations, it may exhaust
      our
      capital resources.**




We
      have
      not generated net positive cash flow since we began operations. We anticipate
      negative cash flow from operations to continue in 2008. Accordingly, we can
      give
      no assurance that we will be able to operate profitably or be able to produce
      positive cash flow from operations in the future. Our efforts to operate
      profitably and obtain positive cash flow from operations will depend on, among
      other things:




•
            developing
                our brand and marketing and other promotional activities of the
                Med-eMonitor system;




•
            expanding
                general and administrative functions to support growth;
                and




•
            establishing
                and developing relationships in the healthcare industry, particularly
                with
                pharmacy chains and cooperatives, disease management organizations,
                health
                insurance plans, and academic research
                centers.




**Our
      independent registered public accounting firm has questioned our ability to
      continue operations.**




The
      report issued by our independent registered public accounting firm on our
      financial statements for the year ended December 31, 2007 states that we have
      sustained operating losses and capital deficits and there is no guarantee
      whether we will be able to generate enough revenue and/or raise sufficient
      capital to support current operations and expand sales. This raises substantial
      doubt about our ability to continue as a going concern. See “Report of
      Independent Registered Public Accounting Firm” and Note 11 of Notes to our
      Consolidated Financial Statements included in the financial statements included
      in this prospectus.




17


**We
      may not be able to manufacture our products in sufficient quantities at an
      acceptable cost, or at all, which could harm our future
      prospects.**




We
      are in
      the initial phase of product commercialization of the Med-eMonitor system,
      and
      are testing our planned Med-ePhone product. We do not presently own any
      manufacturing facilities. Accordingly, if our products become available for
      widespread sale, we may not be able to arrange for the manufacture of one or
      more of our products in sufficient quantities at an acceptable cost, or at
      all,
      which could materially and adversely affect our business.




**The
      market for portable patient monitoring systems and devices is rapidly changing
      and competitive. New products may be developed by others which could impair
      our
      ability to develop, grow or maintain our business and be
      competitive.**




Our
      industry is subject to substantial technological change. Developments by others
      may render our technology and products noncompetitive or obsolete, or it may
      be
      unable to keep pace with technological developments or other market factors.
      Competition from other companies, universities, government research
      organizations and others diversifying into the field is intense and is expected
      to increase. Many of these entities have significantly greater research and
      development capabilities and budgets than we do, as well as substantially more
      marketing, manufacturing, financial and managerial resources. These entities
      could represent significant competition for us. We are an early stage company,
      and as such our resources are limited and we may experience technical challenges
      inherent in developing our technology. Competitors have developed or are in
      the
      process of developing technologies that are, or in the future may be, the basis
      for competition.




**We
      will lack business diversification.**




As
      a
      result of our limited resources, the prospects for our initial success will
      be
      entirely dependent upon the future performance of a single product line and
      a
      single business. Although the Med-eMonitor system and its patents are applicable
      to other aspects of medical use, such as disease management and direct to
      consumer use, we will initially focus on a single market of clinical trials.
      Unlike businesses that have the resources operating in multiple industries
      or
      industry segments, we do not currently have the resources to diversify our
      operations. Accordingly, if we are not successful in marketing and selling
      the
      Med-eMonitor system and our planned Med-ePhone product, we may not have
      sufficient cash flow to continue as a going concern.




**Continued
      competitive pressure could reduce our margins and limit our ability to maintain
      or increase our market share.**




Certain
      of our competitors may have or may obtain significantly greater financial and
      marketing resources than we have or will obtain. As a result, we could encounter
      increased competition in the future that may increase pricing pressure and
      limit
      our ability to maintain or increase our market share.




**If
      we fail to establish the Med-eMonitor system brand or attract repeat customers,
      we may not be able to increase revenues sufficiently to fund our
      operations.**




We
      must
      develop, establish and strengthen our brand for the Med-eMonitor system and
      related products, particularly because of the early stage of our marketing
      and
      sales efforts and the highly competitive nature of our industry. If we fail
      to
      establish the Med-eMonitor system brand, we will be at a competitive
      disadvantage and may lose the opportunity to obtain and maintain a sufficient
      number of customers. The development of the Med-eMonitor system brand will
      depend largely on the success of our marketing efforts and ability to provide
      consistent, high quality customer experiences. We cannot be certain that the
      Med-eMonitor system brand promotion activities will be successful, or will
      result in increased revenues. If increased revenues are achieved, there can
      be
      no assurance that these revenues will be sufficient to offset the expenditures
      incurred in establishing the Med-eMonitor system brand.




18


**We
      could be subject to fines and facility shutdowns if we fail to comply with
      the
      laws and regulations.**




We
      are
      subject to regulations such as compliance and record-keeping requirements under
      HIPAA, and the Food, Drug and Cosmetic Act, or FDCA. In addition, the provision
      of services, pharmaceuticals and equipment is subject to strict licensing and
      safety requirements. If we are deemed to have violated these laws and
      regulations, we could be subject to fines and/or facility shutdowns. Changes
      in
      healthcare law, new interpretations of existing laws, or changes in payment
      methodology for pharmaceuticals may have a dramatic effect on our business
      and
      results of operations.




**We
      are obligated to comply with government regulations and failure to do so could
      result in significant liability and curtailment or suspension of
      operations.**




The
      technology used in the monitoring of clinical drug trial protocols is regulated
      by the Food and Drug Administration, or FDA. No FDA approval is required for
      the
      Med-eMonitor system and the FDA currently does not require the documentation
      of
      regulatory compliance. However, the FDA could require us to document regulatory
      compliance in the future and a failure to do so could result in the curtailment
      or suspension of our operations.




**Our
      product could be exposed to significant product liability claims which could
      be
      time consuming and costly to defend, divert management attention and adversely
      affect our ability to obtain and maintain insurance coverage. If we incurred
      a
      material liability for which we are not adequately insured, we might be rendered
      insolvent.**




We
      face
      the risk of liability resulting from claims made directly by patients. The
      testing, manufacture, marketing and sale of our planned product will involve
      an
      inherent risk that product liability claims will be asserted against it. Product
      liability claims or other claims related to our planned product, regardless
      of
      their outcome, could require us to spend significant time and money in
      litigation or to pay significant settlement amounts or judgments. Any successful
      product liability or other claim may prevent us from obtaining adequate
      liability insurance in the future on commercially desirable or reasonable terms.
      The obligation to pay any substantial liability claim could render us insolvent
      and could force us to curtail suspend operations, which would have a material
      adverse effect on your investment in our company.




We
      currently have property, general liability and product liability insurance
      in
      amounts that we believe to be adequate, but we can give no assurance that such
      insurance will remain available at a reasonable price or that any insurance
      policy would offer coverage sufficient to meet any liability arising as a result
      of a claim. We can give no assurance that we will be able to obtain or maintain
      adequate insurance on reasonable terms or that, if obtained, such insurance
      will
      be sufficient to protect against such potential liability or at a reasonable
      cost. Any inability to obtain sufficient insurance coverage at an acceptable
      cost or otherwise to protect against potential product liability claims could
      prevent or inhibit the sale of our Med-eMonitor system.




**If
      we are unable to protect our proprietary technology and other intellectual
      property rights, it will reduce our ability to compete for
      business.**




If
      we are
      unable to protect our intellectual property, our competitors could use our
      intellectual property to market products similar to our product, which could
      decrease demand for our product. We rely on a combination of patent and trade
      secret laws, as well as licensing agreements, third-party nondisclosure
      agreements and other contractual provisions and technical measures, to protect
      our intellectual property rights. These protections may not be adequate to
      prevent our competitors from infringing on our intellectual property rights.
      Existing laws afford only limited protection for our intellectual property
      rights and may not protect such rights in the event competitors independently
      develop solutions similar or superior to ours. In addition, the laws of some
      countries in which our solutions are or may be licensed do not protect our
      solutions and intellectual property rights to the same extent as do the laws
      of
      the United States.




To
      protect our trade secrets and other proprietary information, we require
      employees, consultants, advisors and collaborators to enter into confidentiality
      agreements. These agreements may not provide meaningful protection for our
      trade
      secrets, know-how or other proprietary information in the event of any
      unauthorized use, misappropriation or disclosure of such trade secrets, know-how
      or other proprietary information.




19


**If
      a third-party asserts that we are infringing its intellectual property, whether
      successful or not, it could subject us to costly and time-consuming litigation
      or expensive licenses, and our business may be harmed.** ****




The
      medical device and pharmaceutical industries are characterized by the existence
      of a large number of patents, trademarks and copyrights and by frequent
      litigation based on allegations of infringement or other violations of
      intellectual property rights. Third-parties may assert patent and other
      intellectual property infringement claims against us in the form of lawsuits,
      letters, or other forms of communication. As currently pending patent
      applications are not publicly available, we cannot anticipate all such claims
      or
      know with certainty whether our technology infringes the intellectual property
      rights of third-parties. We expect that the number of infringement claims in
      our
      market will increase as the number of solutions and competitors in our industry
      grows. These claims, whether or not successful, could:




•
            divert
                management’s attention;


•
            result
                in costly and time-consuming
                litigation;


•
            require
                us to enter into royalty or licensing agreements, which may not be
                available on acceptable terms, or at all;
                or


•
            require
                us to redesign our product to avoid
                infringement.




As
      a
      result, any third-party intellectual property claims against us could increase
      our expenses and adversely affect our business. Even if we have not infringed
      any third-parties’ intellectual property rights, we cannot be sure our legal
      defenses will be successful, and even if we are successful in defending against
      such claims, our legal defense could require significant financial resources
      and
      management’s time, which could adversely affect our business.




**If
      we lost the services of Dr. Bruce Kehr, our Chief Executive Officer, Randy
      Dulin, our Senior Vice President, or** **Harry
      M. Stokes, our Senior Vice President and Chief Financial Officer,** **we
      might not be able to execute our business plan.**




Our
      future success depends significantly on the skills, experience and efforts
      of
      our Chief Executive Officer, Dr. Bruce Kehr, Randy Dulin, our Senior Vice
      President of business development and operations, Harry M. Stokes, our Senior
      Vice President and Chief Financial Officer, and other key personnel. These
      individuals would be difficult to replace. Dr. Kehr, Mr. Dulin and Mr. Stokes
      are integrally engaged in carrying out our business plan. The loss of the
      services of Dr. Kehr, Mr. Dulin or Mr. Stokes could seriously hurt our ability
      to implement our business plan. A failure to implement our business plan could
      result in the cessation of our operations which would have a material adverse
      effect on your investment.




**Risks
      Related to our Common Stock and the Securities Markets**




**Our
      stock is thinly traded, so you may be unable to sell at or near ask prices
      or at
      all.**




The
      shares of our common stock are thinly-traded, meaning that the number of persons
      interested in purchasing our common shares at or near ask prices at any given
      time may be relatively small or non-existent. This situation is attributable
      to
      a number of factors, including:


•
            stock
                analysts, stock brokers and institutional investors may be risk-averse
                and
                be reluctant to follow an unproven, early stage company such as ours
                or
                purchase or recommend the purchase of our shares until such time
                as we
                became more seasoned and viable;
                and


•
            we
                are a small company that is relatively unknown to stock analysts,
                stock
                brokers, institutional investors and others in the investment community
                that generate or influence sales
                volume.




As
      a
      consequence, our stock price may not reflect an actual or perceived
      value.  Also, there may be periods of several days or more when
      trading activity in our shares is minimal or non-existent, as compared to a
      seasoned issuer that has a large and steady volume of trading activity that
      will
      generally support continuous sales without an adverse effect on share price.
      A
      broader or more active public trading market for our common shares may not
      develop or if developed, may not be sustained. Due to these conditions, you
      may
      not be able to sell your shares at or near ask prices or at all if you need
      money or otherwise desire to liquidate your shares.




20


**Even
      if an active trading market should develop, the price of our common stock is
      likely to be highly volatile and subject to wide fluctuations, and stockholders
      may be unable to resell at a satisfactory price.**




Even
      if
      an active trading market develops, the market price for our common stock may
      be
      highly volatile and could be subject to wide fluctuations after this offering.
      The price of the shares of our common stock could decline significantly if
      our
      future operating results fail to meet or exceed the expectations of market
      analysts and investors. Some of the factors that could affect the volatility
      of
      our share price include:


•
            significant
                sales of our common stock or other securities in the open
                market;


•
            speculation
                in the press or investment
                community;


•
            actual
                or anticipated variations in quarterly operating
                results;


•
            changes
                in earnings estimates;


•
            publication
                (or lack of publication) of research reports about
                us;


•
            increases
                in market interest rates, which may increase our cost of
                capital;


•
            changes
                in applicable laws or regulations, court rulings, and other legal
                actions;


•
            changes
                in market valuations of similar
                companies;


•
            additions
                or departures of key personnel;


•
            actions
                by our stockholders; and


•
            general
                market and economic conditions.




**It
      may be difficult for you to resell shares of our common stock if an active
      market for our common stock does not develop.**




Our
      common stock is not actively traded on a securities exchange and we currently
      do
      not meet the initial listing criteria for any registered securities exchange.
      It
      is quoted on the less recognized the
      Over-The-Counter Bulletin Board .
      This
      factor may further impair your ability to sell your shares when you want and/or
      could depress our stock price. As a result, you may find it difficult to dispose
      of, or to obtain accurate quotations of the price of, our securities because
      smaller quantities of shares could be bought and sold, transactions could be
      delayed and security analyst and news coverage of our company may be limited.
      These factors could result in lower prices and larger spreads in the bid and
      ask
      prices for our shares.




**The
      concentration of our capital stock ownership with insiders will likely limit
      your ability to influence corporate matters.**




As
      of
      December 31, 2007, our executive officers, directors and affiliated entities
      together beneficially owned approximately 15.6% of our outstanding common stock.
      These stockholders, acting together, have significant influence over most
      matters that require approval by our stockholders, including the election of
      directors and approval of significant corporate transactions. This concentration
      of ownership might also have the effect of delaying or preventing our change
      of
      control that other stockholders may view as beneficial.




**If
      we do not qualify our securities in states other than where the selling
      stockholders reside, the resale of common stock you acquire under this
      prospectus may be limited.**




We
      believe that our common stock will be eligible for sale on a secondary market
      basis in other states based upon applicable exemptions from those states’
registration requirements, subject, in each case, to the exercise of the broad
      discretion and powers of the securities commission or other administrative
      bodies having jurisdiction in each state and any changes in statutes and
      regulations which may occur after the date of this prospectus. However, the
      lack
      of registration in most states and the requirement of a seller to comply with
      the requirements of state blue sky laws in order for the seller to qualify
      for
      an applicable secondary market sale exemption, may cause an adverse effect
      on
      the resale price of our common stock, as well as the delay or inability of
      a
      holder of our common stock to dispose of such securities.




21


**Our
      preferred stock may discourage, delay or prevent a change of control of our
      company or changes in our management and, therefore, depress the trading price
      of our common stock**




Our
      certificate of incorporation authorizes the issuance of “blank check” preferred
      stock that our board of directors could issue to increase the number of
      outstanding shares and to discourage a takeover attempt. Issuance of “blank
      check” preferred stock could depress the trading price of our common stock by
      acting to discourage, delay or prevent a change in control of our company or
      changes in our management that the stockholders of our company may deem
      advantageous.




**Trading
      in our common stock is subject to special sales practices and may be difficult
      to sell.**




Our
      common stock is subject to the SEC’s “penny stock” rule, which imposes special
      sales practice requirements upon broker-dealers who sell such securities to
      persons other than established customers or accredited investors. Penny stocks
      are generally defined to be an equity security that has a market price of less
      than $5.00 per share. For transactions covered by the rule, the broker-dealer
      must make a special suitability determination for the purchaser and receive
      the
      purchaser’s written agreement to the transaction prior to the sale.
      Consequently, the rule may affect the ability of broker-dealers to sell our
      securities and also may affect the ability of our stockholders in this offering
      to sell their securities in any market that might develop.




Stockholders
      should be aware that, according to SEC Release No. 34-29093, the market for
      penny stocks has suffered from patterns of fraud and abuse. Such patterns
      include:


•  control
      of the market for the security by one or a few broker-dealers that are often
      related to the promoter or issuer;


•  manipulation
      of prices through prearranged matching of purchases and sales and false and
      misleading press releases;


•  “boiler
      room” practices involving high-pressure sales tactics and unrealistic price
      projections by inexperienced sales persons;


•  excessive
      and undisclosed bid-ask differentials and markups by selling broker-dealers;
      and


• the
      wholesale dumping of the same securities by promoters and broker-dealers after
      prices have been manipulated to a desired level, along with the resulting
      inevitable collapse of those prices and with consequent investor
      losses.




Our
      management is aware of the abuses that have occurred historically in the penny
      stock market. Although we do not expect to be in a position to dictate the
      behavior of the market or of broker-dealers who participate in the market,
      management will strive within the confines of practical limitations to prevent
      the described patterns from being established with respect to our common
      stock.




**EMPLOYEES**





InforMedix
      currently has five employees and three part-time consultants. The five employees
      are the Chief Executive Officer, Senior Vice President & Chief Financial
      Officer, Senior Vice President of Operations and Direct Sales, Vice President
      of
      Research and Development, Manager of Customer Relations. The three part time
      consultants serve as our Vice President of Pharmacy Sales and Distribution,
      Director of Software Development, and Executive Assistant.





During
      2007, the Company engaged Richard P .Voss as Senior Vice President of Business
      Development, Marketing and Channel Sales. In December 2007, Mr. Voss resigned
      from his role with the Company to pursue other opportunities. Bruce Kneeland
      has
      assumed the pharmacy-related portions of Mr. Voss’s position.




22





**ITEM
      2 -**


**DESCRIPTION
      OF PROPERTY**








We
      lease
      approximately 1,000 square feet in Rockville, MD that serves our corporate
      headquarters and operations center. The current lease commenced on March 1,
      2004, for a one-year term at $2,408 per month. The lease has expired and we
      have
      continued to lease the facility on a month to month basis.





We
      believe that we have adequate facilities to conduct our current operations,
      and
      do not expect to seek additional administrative offices and/or research
      facilities in the near term.





**ITEM
      3 -**


**LEGAL
      PROCEEDINGS**








In
      the
      ordinary course of business, InforMedix may be involved in legal proceedings
      from time to time. We anticipate that, from time to time, we may receive
      inquiries from the FDA and other government agencies requesting records and
      other documents. It is InforMedix's policy to cooperate with all such requests
      for information. Private litigants may also make claims against us for
      violations of healthcare laws in actions known as qui tam suits and the
      government may intervene in, and take control of, such actions. At December
      31,
      2007, there were no material legal proceedings against us. No governmental
      agency has instituted any proceedings or served us with any complaints.





We
      have
      advised a former service provider that its billings (amounting to an aggregate
      of $104,985) are contested. The Company also notified this firm that we would
      seek not only forgiveness of the billings, but also a yet to be determined
      monetary recovery.





On
      February 1, 2007 Wolfe Axelrod Weinberger Associates, LLC, initiated a complaint
      against the Company. The complaint was filed in the Supreme Court of New York
      located in the County of New York. In the complaint, the plaintiff has set
      forth
      four causes of action. These causes of action include the recovery of the billed
      amount, a claim for an automatic renewal of their agreement, a claim for a
      finder’s fee in our December 5, 2005 financing, and finally a claim for
      compensation for the efforts allegedly extended by the firm in assisting the
      Company secure financing. In November 2007, the Company settled the complaint
      with an initial payment upon signing the settlement agreement, and three
      subsequent monthly payments of $10,000 due on January 1, February 1, and March
      1, 2008. As of December 31, 2007, the Company had wired the payment due on
      January 1, 2008, leaving a remaining balance of $20,000, which amount was
      subsequently wired through two wire transfers processed in the closing days
      of
      January and February 2008.





**ITEM
      4 -**


**SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS**








Not
      Applicable




23


PART
        II








**ITEM
      - 5**


**MARKET
      FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER
      REPURCHASES OF EQUITY SECURITIES**








Our
      common stock has traded on the Over-the-Counter Bulletin Board under the symbol
      "IFMX" since July 30, 2003. The following table sets forth the high and low
      closing bid prices for the common stock, as reported by Pink Sheets, LLC for
      the
      periods indicated below. The following quotations represent prices between
      dealers and do not include retail markups, markdowns or commissions. These
      do
      not represent actual transactions and have not been adjusted for stock dividends
      or splits.





**High**
            
            **Low****Calendar
                Year 2007**Fourth
                Quarter
            
            
            October
                1 through December 31
            
            $
            0.30
            
            $
            0.11Third
                Quarter
            
            
            July
                1 through September 30
            
            $
            0.30
            
            $
            0.09Second
                Quarter
            
            
            April
                1 through June 30
            
            $
            0.18
            
            $
            0.09First
                Quarter
            
            
            January
                1 through March 31
            
            $
            0.17
            
            $
            0.05**Calendar
                Year 2006**Fourth
                Quarter
            
            
            October
                1 through December 31
            
            $
            0.14
            
            $
            0.08Third
                Quarter
            
            
            July
                1 through September 30
            
            $
            0.16
            
            $
            0.09Second
                Quarter
            
            
            April
                1 through June 30
            
            $
            0.25
            
            $
            0.13First
                Quarter
            
            
            January
                1 through March 31
            
            $
            0.25
            
            $
            0.14





As
      of
      March 31, 2008, there were 119,273,556 holders of record of our common stock.
      On
      March 31, 2008, the closing price of our Common Stock was $0.10 per
      share.





We
      have
      not declared or paid any cash dividends on our common stock since our inception
      and do not anticipate paying such dividends in the foreseeable future. We intend
      to retain any future earnings, if any, to support the development of our
      business. Payment of future dividends, if any, will be at the discretion of
      our
      Board of Directors after taking into account various factors, including our
      financial condition, operating results, current and anticipated cash needs
      and
      plans for expansion.





***Equity
      Compensation Plan Information***





The
      following table summarizes information with respect to options under our equity
      compensation plans as of December 31, 2007:




·
            the
                number of shares of our common stock issuable upon exercise of outstanding
                options, warrants and rights, separately identified by those granted
                under
                equity incentive plans approved by our stockholders and those granted
                under plans, including individual compensation contracts, not approved
                by
                our stockholders (column A).·
            the
                weighted average exercise price of such options, warrants and rights,
                also
                as separately identified (column B), and




24


·
            the
                number of shares remaining available for future issuance under such
                plans,
                other than those shares issuable upon exercise of outstanding options,
                warrants and rights (column C).





**Column**
            
            **Description****A**
            
            #
                of Securities to be Issued upon Exercise of outstanding Options,
                Warrants
                and Rights**B**
            
            Weighted
                Average Exercise Price of Outstanding Options, Warrants and
                Rights**C**
            
            #
                of Securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in Column
                A.




**Column
                A**
            
            **Column
                B**
            
            **Column
                C****Equity
                Compensation Plans Approved by Security Holders**
            
            
            38,491,029
            
            $
            0.18
            
            
            10,031,509**Equity
                Compensation Plans Not Approved by Security Holder*****
            
            
            358,971
            
            $
            0.10
            
            
            -38,850,000
            
            $
            0.12
            
            
            10,031,509





******* *Excludes
      20,000,000 shares from 2008 Equity Incentive Plan, approved by Board on January
      10, 2008*





**ITEM
      6 -**


**MANAGEMENT'S
      DISCUSSION AND ANALYSIS**





Portions
      of the discussion in this Form 10-KSB contain forward-looking statements, all
      of
      which included herein are based on information available to the Company on
      the
      date hereof, and the Company assumes no obligation to update any such
      forward-looking statements. The Company’s actual results could differ materially
      from those anticipated in these forward-looking statements as a result of a
      number of factors, including those set forth elsewhere in this Form 10-KSB.


25





In
      December 2001, the Securities and Exchange Commission requested that all
      registrants discuss their "critical accounting policies" in management's
      discussion and analysis of financial condition and results of operations. The
      SEC indicated that a "critical accounting policy" is one that is both important
      to the portrayal of the company's financial condition and results and that
      requires management's most difficult, subjective or complex judgments. Such
      judgments are often the result of a need to make estimates about the effect
      of
      matters that are inherently uncertain. InforMedix currently believes the
      following accounting policies to be critical:





**SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





***Internal
      Use Software Costs***




Internal
      use software and Web site development costs are capitalized in accordance with
      Statement of Position (SOP) No. 98-1,"Accounting for the Costs of Computer
      Software Developed or Obtained for Internal Use," and Emerging Issues Task
      Force(EITF) Issue No. 00-02, "Accounting for Web Site Development Costs."
      Qualifying costs incurred during the application development stage, which
      consist primarily of outside services and the Company's consultants, are
      capitalized and amortized over the estimated useful life of the asset. All
      other
      costs are expensed as incurred. All costs for internal use software for the
      years ending December 31, 2007 and 2006 were expensed as research and
      development.




***Revenue
      Recognition***




In
      accordance with Securities and Exchange Commission (“SEC”) Staff Accounting
      Bulletin (‘SAB”) No. 104, *Revenue
      Recognition* ,
      the
      Company recognizes revenue when (i) persuasive evidence of a customer or
      distributor arrangement exists or acceptance occurs, (ii) a retailer,
      distributor or wholesaler receives the goods, (iii) the price is fixed or
      determinable, and (iv) collectability of the sales revenues is reasonably
      assured.




The
      Company has adopted a policy of leasing as opposed to selling Med-eMonitor
      units. As such, programs are currently offered for month-to-month leases, six
      month leases, and twelve month leases. Discounts are currently offered for
      both
      six and twelve month leases. Revenues are recognized monthly based on the
      monthly lease rate determined by the term of the lease. In addition, the Company
      retains the right to offer initial discounts such as free first month service,
      free set-up, shipping, etc. Given the discounts provided for six and twelve
      month leases, the Company retains the right to hold lessees to the full payment
      provided under the respective lease(s).




In
      all
      leases, the Company processes leases via credit cards, and includes a clause
      in
      all contracts relating to timing of cancellations, and return of the
      Med-eMonitor units in an undamaged condition. In the event a Med-eMonitor or
      an
      expired lease is not return or returned damaged, the lease provides for recovery
      of the costs to repair or fully replace a damaged or unreturned
      unit.




Revenues
      are derived as follows:




a)
            Front-end
                training, set-up and installation support services are earned at
                the time
                the service is rendered.


b)
            Revenue
                is recognized as a “Sales” transaction for any Med-eMonitor units wherein
                the title legally transfers to the patient or intermediary service
                provider.


c)
            Revenue
                is recognized on a monthly basis as rental income, wherein the Company
                retains title to the Med-eMonitor
                units.


d)
            Revenue
                is recognized on a monthly basis for a separate service fee for the
                back-end Med-eXpert hosting service, regardless of whether the
                Med-eMonitor units are deployed under the sales or rental transaction
                model as aforementioned. This fee includes reimbursement for the
                requisite
                monitoring and connectivity service to the individual deployed
                Med-eMonitor devices.


e)
            Revenues
                from government grants are recognized at the time the services and/or
                provisioned equipment are rendered or provided
                respectively.




Out
      of
      pocket costs and directly allowable internal costs incurred in producing the
      above revenues are allocated to “Costs of Revenues” at the time the
      corresponding revenues are recognized. Until such time as Med-eMonitor units
      included in Fixed Assets are deployed in rental programs with sufficient scale,
      the related depreciation charges are recorded as period depreciation operating
      expenses.




26




For
      the
      twelve months ended December 31, 2007 and 2006, the Company’s revenues equaled
      $305,028 and $102,721 respectively.




***Product
      Development***




Product
      development costs are related primarily to the Company obtaining its 15 issued
      U.S. and Foreign and 14 pending U.S. and Foreign patents and patent valuation
      analysis, developing early prototypes and beta products of its Med-e Monitor
      device, development of first, second and third generation Med-eXpert databases
      to monitor patient data and remotely program the Med-eMonitor units and
      Med-ePhones, communications connectivity between the devices and the databases
      via the Internet, continuing improvement of the firmware in the device and
      Med-eXpert software to better meet customer needs, and Website development.
      Research and development costs are expensed as incurred.




**RESULTS
      OF OPERATIONS**




*For
      the year ended December 31, 2007, compared to the year ended December 31,
      2006*




We
      recognized $305,028 in revenues from the sale/lease of its Med-eMonitor system
      for the year ended December 31, 2007. This represents an increase of $202,307
      over sales of $102,721 for the year ended December 31, 2006.




With
      respect to operating expenses, for the year ended December 31, 2007, the Company
      reported a total of $3,994,069 for Selling, General and Administrative Expenses
      as compared to $2,511,327 for the year ended December 31, 2006. It is important
      to recognize that a total of $1,490,300 of this total resulted from the fair
      market valuation of options granted to management ($1,490,300), and an
      additional $55,000 of fair market valuation associates with warrants issued
      in
      consideration for financing fees. Without the recognition of these items, the
      Selling, General and Administrative Expenses equaled $2,448,769, or $62,558
      less
      than the comparable level recognized for the year ended December 31, 2006.
      In
      addition, in 2007, the Company recognized significant expense levels for Public,
      Investor, and Government Relations efforts directed at increasing awareness
      in
      its commercial markets, without which the Company would have recognized a
      further reduction in expenses as compared to the prior year.




Product
      development expenses for the year ended December 31, 2007 of $391,396 decreased
      by $83,538 compared to $474,934 in 2006. This decrease is attributable to
      reduced costs for programming with outside vendors, and reduced costs related
      to
      various software and firmware upgrades to the Med-eMonitor system, and next
      generation database development.




Depreciation
      and amortization expense for the year ended December 31, 2007 of $42,655
      decreased by $2,395 compared to $45,050 for the prior year. In addition, the
      prior year included $114,014 of amortization of Deferred Loan costs of $114,014,
      which was fully amortized as of December 31, 2006.




The
      Company as of the year ending December 31, 2007 has not generated sufficient
      revenues from operations to meet our operating expenses. For this reason, we
      financed operations primarily through issuance of common stock, options and
      warrants.




During
      the year ended December 31, 2007, the Company pursued an active Public, Investor
      and Government Relations program to increase awareness of the Company’s ability
      to dramatically increase medication adherence levels through the use of our
      products and solutions Applying the Company’s ability to increase medication
      adherence among multiple medication patients treated for heart disease, stroke
      prevention, heart failure, diabetes, HIV/AIDS, chronic obstructive pulmonary
      disease, schizophrenia, and bipolar disease, we believe supports a reduction
      of
      healthcare costs. As a result efforts to increase the awareness of these
      opportunities to reduce healthcare costs, while promoting improved health among
      multiple medication users, are being met with increased interest on a
      variety of levels




27




In
      addition, the Company’s recent amended agreement with ADT WellHealth (an ADT
      Security Division of Tyco International) is viewed as a significant step forward
      in its contracting. Accompanying this achievement with the opportunities
      provided by the pharmacy distribution and additional efforts commenced in 2007,
      leads the Company to believe that increased revenues are nearing
      realization.




With
      the
      recent acquisitions of other companies in the home monitoring market, including
      the December 2007 acquisition of Health Hero Network by Bosch GMBH, along with
      an increasing awareness of the benefits ascribed to tele-health, we believe
      that
      the timing for our product and capabilities has improved significantly in 2007
      over prior years.




We
      believe that the successful growth and operation of our business is dependent
      upon our ability to do deliver a number of the following
      deliverables:




·
            Obtain
                additional capital


·
            Obtain
                additional contracts with insurers and self insured
                companies,


·
            Successfully
                implement the roll-out of our lower priced Med-ePhone Interactive
                Voice
                Response System via land lines and cell
                phones,


·
            Achieve
                third party reimbursement,


·
            Optimize
                the marketing and development of the Company’s products through the
                pharmacy channel.


·
            Identify
                cost savings in the production of the Company’s products through value
                engineering and competitive production
                options.


·
            Continue
                to expand distribution channel
                opportunities.


·
            Evaluate
                merger and acquisition opportunities as we continue to
                develop.


·
            Obtain
                increased financing, such that the Balance Sheet of the Company can
                become
                more liquid; and to provide funding to be put in place to address
                current
                operating deficits (currently estimated at $175,000 per month through
                to
                reaching an operating break-even position; and to secure an inventory
                financing facility.




While
      the
      Company believes the above cited opportunities exist, there can be no assurance
      that the Company will be successful in achieving its plans. If achieved, we
      will
      be able to achieve profitable operations, or alleviate our current going concern
      issues.




**LIQUIDITY
      AND CAPITAL RESOURCES**




For
      the
      twelve month period ended December 31, 2007, the Company did not have an
      operating line of credit from a financial institution and consequently has
      relied on equity financing from investors to manufacture Med-eMonitorTM units. We
      had cash and cash equivalents on deposit of $370,284 at December 31, 2007,
      as
      compared with $435,879 at December 31, 2006. In addition, as of December 31,
      2007, the Company had accounts receivable equaling $71,695 or an increase of
      $19,533 over the $52,162 accounts receivable recorded as of December 31,
      2006.




At
      December 31, 2007 the Company had $531,119 in uncontested accounts payable
      and
      accrued expenses, and $105,985 of contested accounts payable.




As
      more
      fully described in the Financial Statements for the period beginning December
      5,
      2005 and ending December 31, 2007, we have raised the following gross cash
      amounts from outside sources:




28





***Dawson
      James Preferred Stock Offering*** -
      Pursuant to a confidential Private Placement Memorandum dated December 5, 2005
      (“PPM4”), as supplemented, we completed the sale of an aggregate of $3,426,771
      of our securities, consisting of 289.5 preferred shares (representing $2,895,000
      principal amount in cash payments) plus 52.5 preferred shares (representing
      $525,000 principal amount of cancelled notes payable), and an additional 0.6771
      preferred shares for interest expenses. An additional $25,000 of interest
      expense related to the cancelled notes payable converted into shares in this
      offering was accrued as of December 31, 2006. Of the $2,895,000 cash received
      through December 31, 2006 from the funds received under this offering, $496,700
      was paid out in related offering costs, including $100,000 to the placement
      agent (Bruce Meyers of Meyers Associates) as a buy-out of their agreement.
      An
      additional $509,685 was disbursed to repay $481,000 in notes payable, including
      $28,685 in accrued interest thereon. The placement agent received 10% sales
      commissions on the 289.5 preferred shares sold, or $289,500, and an additional
      3% non-accountable expense allowance payment of $86,850, both of which were
      accounted for as issuance costs. The placement agent will also be issued
      4,523,436 shares of common stock as additional issuance cost. The value of
      these
      additional common shares, amounting to $939,625, has been recorded as an
      additional cost charge to “Additional paid-in capital - preferred stock,” with
      an offsetting credit to “Common stock to be issued.” Upon the issuance of these
      common shares, the related values will be transferred from “common stock to be
      issued” to “common stock” and “Additional paid-in capital - common stock.” On
      August 25, 2006, we concluded our money raising activities pursuant to
      PPM4.




***Dawson
      James Exchange Offering*** - On
      October 27, 2006, we issued an exchange offering to the holders of our Series
      A
      preferred stock and related Series A-1 and Series A-2 warrants for the purpose
      of reducing the number of our outstanding warrants. With a reduced number of
      Series A-1 and Series A-2 warrants outstanding, we were enabled to increase
      the
      potential funding available under the Private Placement Memorandum dated October
      17, 2006 (“PPM5”). The terms of the exchange offering provide for a total
      exchange of 115,000 shares of common stock for each share ($10,000 initial
      investment) of Series A preferred stock and accompanying Series A-1 and Series
      A-2 warrants. On February 12, 2007, we closed the exchange offering, with 96.4%
      of the funds invested under PPM4 electing to accept the exchange offering.
      Of
      the total funds received, only $123,000, or 12.3 shares of preferred stock,
      chose not to convert pursuant to the exchange offering.




***Basic
      Investors Common Stock Offering*** - On
      October 16, 2006, we retained Basic Investors, Inc as the placement agent for
      PPM5. The terms of PPM5 involved a purchase price per share of common stock
      of
      $0.10, with an accompanying Class C warrant priced at $0.15 for each share
      of
      common stock purchased under the offering. The placement agent received a 10%
      sales commission, along with a 3% non-accounted allowance for expenses, 1.5
      million restricted shares of common stock and one Class C warrant for every
      ten
      Class C warrants issued in the offering. In addition, we incurred legal costs
      in
      documenting the transactions, as well as an escrow account fee of $2,500. On
      February 28, 2007, we closed the offering, with a final level of funding of
      $865,000.




***Basic
      Investors Common Stock*** -
      On
      March 23, 2007, the Company retained Basic Investors, Inc as the placement
      agent
      for a new Private Placement Memorandum (“PPM6”). The terms of this new offering
      matched the terms of the previous PPM5 launched on October 16, 2006, with the
      exception that a maximum of $2,000,000 was offered, and no over-subscription
      was
      made available. On
      May
      22, 2007, this offering expired, with a total funding amounting to
      $1,141,000.




***Dawson
      James Common Stock Offering*** **** -
      On May
      23, 2007, the Company retained Dawson James Securities, Inc. as the placement
      agent for a new Private Placement Memorandum (“PPM7”). The terms of this new
      offering matched the terms of the previous PPM6 launched on March 23, 2007,
      with
      the exception that a maximum of $950,000 was offered. The
      Company closed this offering on August 24 th ,
      following the full subscription of the $950,000 offering.




***Exercise
      of Warrants on a Discounted Basis)*** - In
      November 2007, the Company received a total of $500,000 from the exercise of
      previously issued warrants from the Basic Investors common stock offering of
      October 16, 2006. In connection with this transaction, the Company modified
      the
      exercise price of the original warrant from $0.15 to $0.10, and also issued
      an
      additional 7.8 million new warrants to facilitate the warrant exercise
      transaction. In connection with the new warrant issuance, the investor
      exercising the earlier issued warrants exchanged restricted shares of our common
      stokc for registered shares of our common stock held by another
      investor.




During
      the year ended December 31, 2007, the Company received an aggregate of
      $2,591,000 from financing activities. In connection with these activities,
      the
      Company incurred approximately $360,000 of costs for fees and expenses. In
      addition, the Company retired the $100,000 note payable from the year ended
      December 31, 2006 from the proceeds of our financing activities. As a result,
      the Company realized a net financing of $2,131,000. With a cash balance as
      of
      December 31, 2006 of $435,879, and a cash balance as of December 31, 2007 of
      $370,284, the Company utilized a total of $2,196,595 of cash, or approximately
      $184,000 per month, during the year ended December 31, 2007. Significantly,
      included in the expenditures incurred in the year ended December 31, 2007 were
      Public, Investor and Governmental Relations items focused on increasing the
      overall awareness of the
      Company on a commercial, investor, and market level. The Company has modified
      these efforts with the addition of Murdock Capital Partners, and as a result
      an
      additional cost savings of approximately $150,000, or $12,500 per month, is
      anticipated.




29




The
      financial statements contained in this report have been prepared on a going
      concern basis, which contemplates the realization of assets and the settlement
      of liabilities and commitments in the normal course of business. **




To
      date,
      we have not invested in derivative securities or any other financial instruments
      that involve a high level of complexity or risk. We plan to invest any excess
      cash in investment grade interest bearing securities.




The
      Company had a working capital surplus of $175,739 at
      December 31, 2007, which produced a current ratio of 1.3 to 1.0.
      At December 31, 2006, the Company had a working capital deficit of $1,870,305
      and the current ratio was 0.3 to 1.0.




We
      have
      not declared any cash dividends on our common stock since our inception and
      do
      not anticipate paying such dividends in the foreseeable future. We plan to
      retain earnings, to support the development of our business. Payment of future
      dividends, if any, will be at the discretion of our Board of Directors after
      taking into account various factors, including our financial condition,
      operating results, current and anticipated cash needs and plans for
      expansion.




**IMPLEMENTATION
      OF BUSINESS PLAN**




Revenue
      recognition will be critical to our future success. The following six phases
      summarize the strategies and tactics that we have employed and will continue
      to
      employ in order to generate future revenues:




In
      Phase
      I, we have established and expanded upon its Pioneer Patent Portfolio to protect
      the substantial investment involved in launching the Med-eMonitor System. We
      continue to actively prosecute patents to expand our patent
      portfolio.




In
      Phase
      II, we developed and tested the Med-eMonitor System to maximize its
      functionality and value proposition.




In
      Phase
      III **,** we
      scientifically established that the Med-eMonitor System improves patient
      medication and care plan adherence, using independent third party academic
      medical center trials, peer-reviewed medical journal articles, presentations
      at
      national and international scientific symposia, and receiving a national award
      for technologic excellence. These research studies and awards provide a
      scientific basis for the marketing and sales claims that we make to customer
      prospects.




In
      Phase
      IV, we increased our visibility to customer prospects without building a large
      infrastructure, by establishing strategic alliances to penetrate the disease
      management markets. We also increased our visibility through positioning our
      CEO
      as a national expert in the field of medication adherence, by his being
      appointed to Chair a prestigious Medical Board, being personally invited by
      hosts of prestigious seminars to network with CEOs of prospective customers,
      and
      by public speaking including symposia presentations and print, radio, and
      televised interviews.




In
      Phase
      V, we improved the Company's ability to make direct sales into the disease
      management and managed care markets, through hiring top performing sales people
      experienced in these markets




In
      Phase
      VI, we expect to achieve significant revenue recognition and have begun
      achieving revenues with nationally recognized customers, including current
      programs with ADT (a Medicare Program in Tennessee), the University of
      Pennsylvania, the University of California San Francisco (a HIV Program), the
      University of Texas Health Science Center at San Antonio (treatment of
      Schizophrenia), and Enhanced Care Solutions (assisted living applications).
      We
      are also launching the Med-ePhone System which will be a low-cost, mass market
      product for enhancing medication adherence and health status monitoring, and
      providing increased independence and peace-of-mind for patients on multiple
      chronic medications and their loved ones.




30




In
      Phase
      VII, we advanced our awareness program to improve the visibility of the Company
      and its Med-eMonitor/Med-eXpert system to both the general public, and within
      our industry, In connection with this effort, we have also initiated efforts
      to
      make the Company's products available on a both a retail and E-Store basis.
      In
      addition, to these initiatives, the Company, the Company has gained the
      following results from its awareness program:





·
            Our
                CEO was selected by PharmaVOICE magazine as one of the top 100 most
                inspirational and influential leaders in the life sciences
                industry.·
            Live
                cable broadcasts on the Med-eMonitor have been broadcast on Fox News
                Live.·
            TV
                segments on the Med-eMonitor have appeared on several TV
                stations,·
            Numerous
                print articles have appeared in newspapers including USA Today,
                and·
            The
                Med-eMonitor has been included in Popular Science's list of must
                have
                technologies.




**NOTEWORTHY
      CUSTOMERS AND STRATEGIC ALLIANCES**




In
      2005,
      the Company announced that we had successfully established the effectiveness
      of
      the Med-eMonitor system in improving medication adherence rates and
      significantly reducing Hemoglobin A1c, or HbA1c, rates in a study of diabetes
      patients at St. Vincent Healthcare in Billings, Montana. We believe that we
      have
      continued to benefit from these findings as we continue our business development
      activities.




***ADT
      WellHealth & XLHealth - Chronic Care***




On
      November 15, 2006, we issued a Current Report on Form 8-K announcing a Medicare
      Health Support Program with XL Health, a leading disease management company
      financed by Goldman Sachs, and ADT WellHealth, a division of ADT Security
      Services (a Tyco Fire & Security company).




Baltimore,
      Maryland based XLHealth, or XL, one of the leading providers of disease
      management and support programs to chronically ill patients, physicians, health
      plans, and employers, is also a Medicare and Medicaid accepted provider. XL’s
      services involve a “high touch” approach that incorporates face-to-face meetings
      with patients along with innovative program and data management to improve
      the
      quality of patient care - and thereby reduce healthcare costs. Current services
      include supporting patients with diabetes, congestive heart failure,
      cardiovascular disease, end stage renal disease and chronic kidney
      disease.




ADT
      WellHealth is focused on a strategic initiative to expand into healthcare
      monitoring. ADT WellHealth offers a comprehensive program to manage and improve
      health and wellness, including health care monitoring and emergency help, 24
      hours a day, 7 days a week, through ADT MediHealth (focused on Medication
      Compliance), ADT Vital Health (focused on monitoring vital signs), and ADT
      ManageHealth (focused on encourage healthy behavior and lifestyles). We believe
      that a new paradigm for *“Aging
      Gracefully in Place”* can
      emerge from the combined efforts of ADT WellHealth, XL and us.




The
      new
      paradigm has three key components:




·
                  Our
                      Med-eMonitor system, an interactive “smart pillbox,” monitors and reports
                      medication adherence for each individual medication each patient
                      is taking
                      in real-time, while also monitoring the overall health status
                      of the
                      patient, and signs of impending
                      stroke.
  ·
                  ADT
                      Health Coach functions like an “OnStar” system, responding to emergent
                      alerts that may be given by the Med-eMonitor system (much like
                      an
                      intrusion alarm) or by the patient, and which are displayed
                      directly on
                      the Health Coach’s computer screen at an ADT call center. The Health Coach
                      will assess and resolve situations then and there if possible,
                      or “triage
                      in” the XL nurse, patient’s doctor, family member, ambulance, or pharmacy
                      to assist the patient, and do so while remaining on the line
                      with the
                      patient.
  ·
                  XL
                      has deployed a world class Personal Support Team, which is
                      comprised of a
                      dedicated local program manager, personal support nurse, telephone
                      coach
                      nurse and a local pharmacist to provide the clinical back up
                      and
                      interventions.
 31


Under
      the
      terms of the agreements, we will provide the Med-eMonitor system for remote
      monitoring and communication of healthcare information to 266 chronically ill
      patients in this 12 month program. The clinical population in Tennessee has
      been
      identified, and the contracting with ADT and XL was completed. The companies
      spent several months coordinating and meshing information handling and
      transmissions in preparation for the launch of the program. The program has
      been
      launched, and feedback from the initial participants in the program has been
      positive. 100% reported that the smart pillbox device, “was helpful in managing
      my health,” “helped me take my medications more regularly,” “helped me remember
      other things I should do for my health condition,” “was easy to use,” and “I
      would recommend the device to others.” 93% of the participants found that the
      device “helped me learn more about my medications,” and “I learned useful
      information about my health condition.” Enrollment has been slower than expected
      from a clinic based enrollment system, and because of the average education
      of
      eligible participants being fifth or sixth grade, and the need to simplify
      the
      care plan delivered over the Med-eMonitor, and widen the selection criteria
      of
      eligible participants for the program. A simplification of the care plan is
      now
      completed, and the Company has utilized a professional telemarketing firm to
      recruit participants to supplement the clinic-based enrollment, and at the
      present time approximately 300 participants have expressed their willingness
      to
      enroll in the program, and we are in the process of shipping Med-eMonitor units
      to them and getting their untis connected to our Med-eXpert System.




The
      Company recently announced an amended and expanded relationship with ADT, which
      is reported in the Subsequent Events section of this report.




XL
      Health’s Chief Medical Officer wrote a highly positive customer reference letter
      for InforMedix based upon initial results in the Tennessee Medicare Program,
      and
      requested a proposal quote for 1,000 Med-ePhone Systems. In a letter to
      InforMedix, dated February 15, 2008, XL explicity stated:





·
            The
                economic opportunity for health plans and disease management companies
                is
                large,


·
            Satisfaction
                of our patients is extraordinarily
                high,


·
            The
                program is highly efficient, and


·
            The
                InforMedix product and management team are
                outstanding.




The
      letter concluded that the extraordinary interim results warranted a proposal
      from InforMedix to broaden the partnership to support and monitor up to 1,000
      SL
      members using InforMedix’s Med-eXpert System with its new Med-ePhone product in
      keeping with that request, a proposal was submitted by InforMedix in the second
      week of March 2008 and is under discussion with XL Health.




***National
      Institute of Health - HIV***




We
      currently have a grant from the National Institute of Health, or NIH, wherein
      the Med-eMonitor system is engaged in a HIV study being conducted by Dr. David
      Banksburg of the University of California of San Francisco. This grant in the
      amount of $149,000 began in June 2006. The study was recently completed
      reporting average adherence rates among HIV patients with a high incidence
      of
      drug abuse and mental illness averaging of 89.5%.




***University
      of Pennsylvania - Human Resources***




The
      University of Pennsylvania, a self-insured employer, is offered our Med-eMonitor
      system as an employee benefit to up to 100 selected University of Pennsylvania,
      or Penn, employees and retirees with chronic health care conditions known to
      cause high rates of stroke, heart disease, premature death, and reduced
      quality-of-life. Penn used its Cardiovascular Disease Risk Factor Care, or
      CDRF,
      Management Team to administer this first-in-the-nation employee benefit program.




Due
      to
      healthcare information privacy concerns with respect to the Human Resources
      Department marketing the service to employees of the University, the marketing
      efforts by the Human Resources Department were not able to be fully implemented,
      which resulted in only 24 patients receiving the Med-eMonitor system. The CDRF
      team monitored patient data through a secure Internet site and alerted patients
      and their healthcare professionals to early signs of poor compliance or
      declining health. This program completed.




Penn’s
      CDRF Management Team previously conducted a program for Type II diabetics in
      Montana using our Med-eMonitor system, whereby mean medication adherence rates
      improved to over 92% compared to a baseline medication adherence rate of 40%,
      and HbA1c levels were reduced by an average of 18.5% in a 3 month period
      (p<.002). Reductions in HbA1c, hypertension and cholesterol are associated
      with improved lifespan and morbidity and a significant reduction in healthcare
      costs in the treatment of diabetes patients.




32




***University
      of Texas Health Sciences Center, San Antonio -
      Schizophrenia***




We
      have
      received an order for 200 Med-eMonitor systems and monitoring services from
      the
      University of Texas Health Sciences Center, San Antonio. The program, which
      is
      currently underway, engages the Med-eMonitor system for use in a medication and
      care plan adherence program for schizophrenia patients. This substantial order
      follows a highly successful pilot program, whereby medication adherence rates
      were increased from 52% to over 94%. These results were previously published
      in
      Schizophrenia Bulletin, and were featured in an edition of Psychiatric Times
      (circulated to 39,500 patient-care psychiatrists) along with a picture of the
      Med-eMonitor system. The Med-eMonitor system pilot program results will also
      be
      published in a chapter this scientist is writing for a book on Clinical
      Practice.




***University
      of Pennsylvania - Stroke Prevention***




We
      recently completed a pilot program with Penn utilizing the Med-eMonitor system
      for patients with high risk of stroke. This novel rewards-based program has
      begun enrolling patients who are currently taking anticoagulant medication.
      This
“blood thinner” medication is used to prevent blood clots from forming in the
      body that cause life-threatening strokes and pulmonary embolism (an often fatal
      blood clot in the lungs). Taking too little medication results in increased
      incidence of stroke and pulmonary embolism, while taking too much medication
      may
      cause life-threatening excessive bleeding. This program has recently been
      expanded as a result of the positive results experienced in the initial pilot
      program through funding provided by the Aetna Foundation.




In
      September 2007, the Aetna Foundation funded a $380,000 expansion of this
      successful program at the University of Pennsylvania through the efforts of
      InforMedix’ senior management, resulting in a $68,000 new order for the
      Company.




In
      addition to the above contracts, we will continue to seek meetings with senior
      executives from large health plans, as well as gaining a product listing for
      reimbursement from the CMS.




**ITEM
      - 7**


**FINANCIAL
      STATEMENTS**








Our
      audited financial statements and related notes required by this Item 7 are
      presented in Part IV of this report.





**ITEM
      - 8**


**CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**




On
      October 26, 2007, our Audit Committee informed Bagell, Josephs, Levine &
Company, L.L.C. that they were dismissed, effective immediately, as the
      Company’s independent auditors for the fiscal year ending December 31,
      2007.




Bagell,
      Josephs, Levine & Company, L.L.C. stated in their reports on our financial
      statements for the two most recent fiscal years that we had sustained operating
      losses and capital deficits and there is no guarantee that we will be able
      to
      generate enough revenue and/or raise sufficient capital to support current
      operations and expand sales. Otherwise, Bagell, Josephs, Levine & Company,
      L.L.C.’s reports on our financial statements for the two most recent fiscal
      years did not contain an adverse opinion or a disclaimer of opinion, nor were
      they qualified or modified as to uncertainty, audit scope or accounting
      principle.




33




During
      the fiscal years ended December 31, 2006 and 2005, and the period ended October
      26, 2007, there were no disagreements with Bagell, Josephs, Levine &
Company, L.L.C. on any matter of accounting principles or practices, financial
      statement disclosure, or auditing scope or procedure, which disagreements,
      if
      not resolved to the satisfaction of Bagell, Josephs, Levine & Company,
      L.L.C., would have caused Bagell, Josephs, Levine & Company, L.L.C. to make
      reference to the disagreements in connection with its reports on our financial
      statements for such years.




On
      November 1, 2007, our Audit Committee engaged Morison & Cogen LLP as our
      independent auditors to audit our financial statements. During the fiscal years
      ended December 31, 2006 and 2005, and the period ended October 31, 2007, we
      have
      not, and no one on our behalf had, consulted with Morison & Cogen LLP
      regarding the application of accounting principles to a specified transaction,
      either completed or proposed; or the type of audit opinion that might be
      rendered on our financial statements.




**ITEM
      - 8A(T)**


**CONTROLS
      AND PROCEDURES**




***Evaluation
      of Disclosure Controls and Procedures***





Our
      management and the Audit Committee of the Board of Directors, with the
      participation of our Chief Executive Officer and Chief Financial Officer,
      evaluated the effectiveness of our disclosure controls and procedures (as
      defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
      of
      1934), as of December 31, 2007. Based on that evaluation, our Chief Executive
      Officer and Chief Financial Officer concluded that our disclosure controls
      and
      procedures were effective as of that date.




***Changes
      in Internal Controls*** **





Over
      the
      past twelve months, despite its limited staffing, we have worked on improving
      internal controls by segregating duties both within the organization, and by
      engaging outside firms to assist and strengthen the accounting and control
      procedures. This effort has involved a relationship with an outside accounting
      firm to provide partner-level, controller and accountant services to us, along
      the routine engagement of another outside accounting firm to perform fair market
      valuations using the Black Sholes method.





***Limitations
      on the Effectiveness of Controls*** **





Our
      management, including our Chief Executive Officer and Chief Financial Officer,
      does not expect that our Disclosure Controls and internal controls will prevent
      all error and all fraud. A control system, no matter how well conceived and
      operated, can provide only reasonable, not absolute, assurance that the
      objectives of the control system are met. Further, the design of a control
      system must reflect the fact that there are resource constraints, and the
      benefits of controls must be considered relative to their costs. Because of
      the
      inherent limitations in all control systems, no evaluation of controls can
      provide absolute assurance that all control issues and instances of fraud,
      if
      any, within the Company have been detected. These inherent limitations include
      the realities that judgments in decision-making can be faulty and that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people or by management override of the controls.





The
      design of any system of controls also is based in part upon certain assumptions
      about the likelihood of future events, and there can be no assurance that any
      design will succeed in achieving its stated goals under all potential future
      conditions; over time, a control may become inadequate because of changes in
      conditions or the degree of compliance with the policies or procedures may
      deteriorate. Because of the inherent limitations in a cost-effective control
      system, misstatements due to error or fraud may occur and may not be detected.


34





***Sarbanes-Oxley
      Section 404 Management Report on Internal
      controls***





As
      stated
      above, the Company has limited staffing, which it has augmented through
      professional service agreements with an accounting firm, a private CPA, and
      other providers on an as needed basis. However, the intent of Section 404 of
      Sarbanes-Oxley is focused on the following:





·
            Identifying
                financial reporting risks which could result in material mis-statements
                of
                financial information,


·
            Reviewing
                and assessing whether the controls set in place work, followed
                by


·
            Reporting
                on the conclusions of management regarding the effectiveness of the
                controls set in place and noting any
                deficiencies.





In
      addition, the requirements by necessity given the varying sizes and states
      of
      development of companies will vary, as will the risks and ability of companies
      to provide controls deemed appropriate.





In
      reviewing the operations of InforMedix Holdings, Inc., management (i.e. the
      CEO
      and CFO) reviewed the overall operations to initially identify the areas where
      potential mis-statements could exist. In that review, from a Balance Sheet
      perspective, the Company has concentrations in Cash, Inventory, and Accounts
      Payable. From an operating perspective, the sales and billing process, along
      with the recognition and recording of expenses were identified as processes
      which require controls. From a financial reporting perspective, the Company
      assessed and evaluated the process of closing the financial records for
      preparation and review of periodic financial statements, including the
      reconciliations and cross checking procedures.





Specific
      procedures have been established, which address all cash activities, including
      billing, deposits, disbursements, transfers and include the responsibilities
      and
      separation of duties. The process of recognizing and recording payables and
      other liabilities was also reviewed, and finally the controls for inventory
      were
      reviewed and evaluated. The financial reporting closing process was also
      reviewed and documented. In all cases, these matters were flow charted where
      appropriate, and reduced to written form.





Given
      the
      scope of activities and volume of transactions currently occurring, the risks
      and controls were also considered under the current state of the Company as
      well
      as future needs as the Company evolves. From this perspective, the Company
      will
      need to consider future changes in line with the Company’s growth. However, at
      the present time, management believes it has effectively identified and
      evaluated the risks and corresponding internal controls to safeguard its
      financial reporting from any material misstatement.





Based
      on
      a review of the operating and reporting areas where risks were deemed possible,
      Management believes that its internal controls do provide effective safeguards
      against any material misstatements, potential fraud, or other material problems.
      Management believes that its internal controls; its segregation of duties
      between employees and outside professionals ; its financial reporting procedures
      related to financial reporting do combine to provide effective controls and
      financial reporting given the current state of the Company’s operating
      activities.





Management
      also concluded that staffing additions will be necessary as the Company
      continues to grow, in order to maintain an effective level of assurance that
      potential risks for misstatements can be minimized and safeguarded against
      occurrence.





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




Pursuant
      to Item 308T(a) of Regulation S-B under the Securities Exchange Act of 1934,
      the information in this Item 8A is being furnished and shall not be deemed filed
      for
      purposes of Section 18 of the Exchange Act or otherwise subject to the
      liabilities of that section. Accordingly, the information in this Item 8A will
      not be incorporated by reference into any filing by of ours under the Securities
      Act of 1933, as amended, or the Securities Exchange Act of 1934, unless
      specifically identified therein as being incorporated by reference.










**ITEM
      - 8B**


**OTHER
      INFORMATION**





NONE.




35




PART
      III





**ITEM
      9 -**


**DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
      COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT**





The
      following table sets for the names, ages and positions of all of InforMedix’s
      executive officers and directors as of March 31, 2008:


**NAME**
              
              **AGE**
              
              **POSITION**Bruce
                  A. Kehr, MD
              
              58
              
              Chairman
                  of the Board & CEO, DirectorHarry
                  M. Stokes
              
              59
              
              Corporate
                  Secretary, CFO, Senior Vice PresidentDavidson
                  R. Dulin
              
              50
              
              Senior
                  Vice President of Operations and Direct SalesMichael
                  P. Gavin
              
              54
              
              Vice
                  President of Research and DevelopmentRhonda
                  B. Friedman
              
              57
              
              DirectorPhilip
                  J. Gross, CPA
              
              55
              
              DirectorHarris
                  Kaplan
              
              56
              
              DirectorBruce
                  S. Morra, PhD, MBA
              
              54
              
              DirectorDavid
                  Nash, MD, MBA
              
              53
              
              Director





Set
      forth
      below is a brief description of the background of each of our executive officers
      and directors, based on information provided to us by them.





**EXECUTIVE
      OFFICERS:**





**BRUCE
      A. KEHR, M.D.** has
      been
      the Chairman of the Board of Directors and Chief Executive Officer of
      InforMedix, Inc. since its formation in 1997. Dr Kehr is also Chairman of the
      Board of the Institute on Aging at the University of Pennsylvania, and was
      named
      by the readers and editors of PharmaVOICE as “One of the 100 most inspiring and
      influential leaders in the life sciences industry” in 2007. Dr. Kehr is a
      forensic consultant in neuropsychiatry and traumatic brain injury and a
      practicing physician. Since 1982, Dr. Kehr has been the President of
      Contemporary Psychiatric Services, a psychiatric group practice he formed which
      employs 10 full and part-time employees. Dr. Kehr is the inventor of fifteen
      issued patents and twelve pending patents in the United States, Europe, Japan,
      and Canada, as well as issued and pending trademarks and service marks. In
      1995,
      he was named in Who's Who of American Inventors. He has actively written and
      lectured on neuropsychiatry aspects of traumatic brain injury and on medication
      noncompliance, a field in which he is recognized as an expert. Dr. Kehr received
      his Bachelors degree from the University of Pennsylvania in 1971, followed
      by
      his Medical degree from Georgetown University School of Medicine in 1975.





**HARRY
      M. STOKES** became
      Senior Vice President and Chief Financial Officer on October 1, 2006, and
      Corporate Secretary on November 6, 2006. Mr. Stokes is an accomplished financial
      and operating executive with over 25 years of experience managing national
      and
      international organizations holding assets from $5 million to in excess of
      $1
      billion. Most recently, he served as CFO for Transnational Automotive Group
      (OTC
      BB:TAMG). From 2002-2005 he served as Chief Financial Officer and Vice President
      of Finance and Administration for the Major Indoor Soccer League, LLC. From
      1994-2002, he was the Managing Director of HMS & Associates, a consulting
      firm representing high net-worth individuals, and privately held organizations,
      which provided strategic, operational and financial consulting to both start-up
      and established domestic and international organizations. Mr. Stokes previously
      served as Vice President of Finance of Gund Investment Corporation, where he
      personally represented a high net-worth individual as a key financial,
      strategic, operational and investment advisor on all portfolio assets and
      operating companies. He provided extensive merger, acquisition, integration,
      turn-around, operating and tax planning counsel and entity leadership. His
      role
      also included service as lead financial advisor for several of the closely
      held
      investments. Mr. Stokes received his BBA from Temple University where he majored
      in Business Administration/Law, and also attended Temple University for his
      graduate studies in Finance.


36


**DAVISON
      R. DULIN** became
      Senior Vice President of Operations and Direct Sales on March 19, 2007. Prior
      to
      that, Mr. Dulin served as our Senior Vice President of Business Development
      and
      Operations from September 30, 2004. Prior thereto, from February 15, 2004,
      he
      served as Vice President of Sales and Marketing. From July 2001 until February
      2004, he served as the Vice President of Marketing and Sales of Database
      Publishing Group, Inc. From August 1998 until April 2001, Mr. Dulin was employed
      by HealthOnline, Inc., serving as Executive Vice President Marketing and
      Sales/Director from August 1998 until June 2000 and then President/Director
      from
      June 2000 until April 2001. From January 1997 until August 1998, he was the
      Executive Vice President of Marketing and Sales for FutureHealth Corporation.
      Mr. Dulin graduated from Davidson College in 1980 with a B.A.. in Chemistry.
      Mr.
      Dulin also spent more than 12 years at Ciba Pharmaceuticals, where he held
      numerous senior positions including marketing and sales director of the
      company's UK division, vice president of marketing, and executive director
      and
      head of headquarter sales.





**MICHAEL
      P. GAVIN** became
      the Vice President of Research & Development of InforMedix, Inc. on February
      1, 2002. From 1992 until November 2001, he was the Vice President of Research
      and Development for ITC International Technodyne, where he was directly
      responsible for the creation, development, clinical testing, and manufacturing
      scale-up of numerous medical devices. These devices included in-vitro
      diagnostics devices, disposable medical devices, and laboratory based clinical
      chemistry and hematology systems. In addition, he directly managed the design,
      development, clinical testing, and regulatory submissions for the first home
      use
      Prothrombin time monitor to be approved by the FDA and managed the modification
      of two portable diagnostic devices for use in double-blinded clinical trials.
      Mr. Gavin holds six United States patents. He graduated cum laude from Farleigh
      Dickinson University in 1985 with a B.S.E.E. in Computer Science &
Communication Systems. He has additional course work in Project Management,
      Design for Manufacturability, Statistics, Human Resource management, Financial
      Analysis, Real Time Operating Systems, Assembly Language Programming, cGMP
      Practices and Best Practices in Product Development.




**SIGNIFICANT
      CONSULTANT(S)**





**REMIE
      J. SMITH, BSEE** has
      served as Director of Software Development of InforMedix, Inc. since May, 2003.
      Mr. Smith has over 19 years experience in medical software product development
      with specialization in project management, software lifecycle development,
      and
      verification/validation. Mr. Smith has successfully led numerous major medical
      software and WEB projects to commercial products. His technique for making
      goals
      measurable and repeatable provides the mechanics for success. Mr. Smith brings
      extensive experience in FDA regulations including CFR 21 Part 11 and HIPPA
      compliance. He has seven end-to-end medical product launches and three vertical
      web applications, which Management believes is ideally suited to the
      Med-eMonitor product line. Mr. Smith graduated with a BSEE in 1984, in Computer
      Engineering, from State University of New York at Buffalo. In addition, Mr.
      Smith has obtained certifications in Microsoft and SUN Technologies.





**BRUCE
      KNEELAND** ** joined
      the Company on November 1, 2007 s the Vice President of Pharmacy Product
      Leasing. Me. Kneeland has an impressive background in drug store sales and
      marketing. Past positions include Vice President Marketing and Communications
      for The Healthcare Distribution Management Association (“HDMA”), VP Franchise
      Sales for Health Mart, Inc. and Regional Operations Manager for Medicine Shoppe
      International. Mr. Kneeland specializes in helping companies better understand
      and more effectively sell to small chain and independent pharmacies by helping
      them focus on the unique benefits these small operations provide to consumers.
      Mr. Kneeland also delivers a number of live educational presentations to
      pharmacists designed to help them better manage their pharmacies and more
      effectively serve their customers. He is a graduate of Brigham Young University
      with a B.A. in Communications.


37


**DIRECTORS**





**RHONDA
      B. FRIEDMAN, SC.D.** has
      been
      a director of InforMedix since February 2001. Since March 2006 she has served
      as
      President and Chief Operating Officer of TraumaCare, Inc., a medical device
      company. From October 2002 until March 2006, Dr. Friedman was a partner at
      Bethesda Bioscience Partners, a consulting firm. From January 1997 until October
      2002, she served as the President and Chief Operating Officer of Coagulation
      Diagnostics, Inc., a company specializing in the development of tests for
      hyper-coagulability, or the tendency to form blood clots. From November 1987
      until December 1996, Dr. Friedman worked at the MEDSTAT Group in Washington,
      D.C., a company specializing in medical database development. During her tenure
      at MEDSTAT, she held such positions as Director of Clinical Research and
      Outcomes, Acting Vice President and General Manager of the Research and Policy
      Division, and Vice President of Disease Management. Dr. Friedman has a wide
      range of experience in global clinical trials, outcomes research, strategic
      business planning, business development, and financial and personnel management.
      Dr. Friedman earned her Bachelors degree from Hobart and William Smith Colleges
      in 1971. She has also earned an Sc.M. in 1974 and Sc.D. in 1978 from the John
      Hopkins University School of Hygiene and Public Health.





**PHILLIP
      J. GROSS, CPA** was
      appointed to the InforMedix Holdings, Inc. Board of Directors on January 24,
      2005 by the Board to replace Bert Wasserman who retired. Phil also serves as
      the
      Chairman of the Audit Committee. He has over 30 years of finance, business,
      and
      healthcare related experience. Since March 1, 2005, Mr. Gross has served as
      a
      consultant to and prior thereto, from February 2004, he was the Senior Vice
      President of Business Development and Chief Financial Officer of Dr.First.com,
      Inc. From May 2002 until January 2004, Mr. Gross was an independent consultant.
      Prior thereto from December 1998 he was President, Vice Chairman and a Director
      of PrimeWire, Inc. He began his career as a management consultant with the
      International Association of Chiefs of Police, Hallcrest Systems and Cresap,
      McCormack and Paget. He then entered the telecommunications and information
      services industry in 1981. Mr. Gross spent four years with MCI during which
      he
      held senior management positions on the Corporate Staff and in MIS, and spent
      three years as the CFO of Ameri`ca Online. For the last 20 years, he has
      co-founded or been involved during the development stage with several business
      services, healthcare and information technology companies in which he held
      senior financial and operating positions, or served as an "angel investor,"
      board member, consultant and/or advisor. During the 1998-1999 academic year,
      Mr.
      Gross served as the Entrepreneur-in-Residence at the Dingman Center for
      Entrepreneurship, at the R.H. Smith School of Business, University of Maryland;
      he was an Adjunct Professor of Entrepreneurship at the Smith School through
      Spring 2002. He is active in the venture capital community as both the recipient
      of venture capital funds as an early stage investor. He holds B.A. and M.P.A.
      degrees from Syracuse University and obtained his Certified Public Accountant
      and Certified Internal Auditor certificates in 1978.





**HARRIS
      KAPLAN, MBA** has
      been
      a director of InforMedix since August 2001 and is Chairman of the Compensation
      Committee. Since May 1999, Mr. Kaplan has been the Chief Executive Officer
      of
      the Collaborative Consulting Group, providing strategic guidance to
      pharmaceutical and biotechnology companies, for the commercialization and
      licensing of new pharmaceutical products. In September 1980, Mr. Kaplan
      co-founded Migliara-Kaplan Associates, which became the largest healthcare
      custom marketing research and strategic planning company in the world with
      revenues in excess of $45 million. Migliara-Kaplan specialized in helping
      pharmaceutical, diagnostic, and medical device companies identify new product
      opportunities and then maximizing the commercial potential of new products
      in
      development. Migliara-Kaplan clients included virtually all of the major
      pharmaceutical companies as well as many of the largest diagnostics companies
      in
      the United States and in Europe. During his tenure at Migliara-Kaplan, Mr.
      Kaplan was involved in the launch of over 50 new pharmaceutical products
      including, most recently, Prilosec, Nexium, Lipitor, Aricept, Celebrex, Norvasc,
      Cozaar, Tequin, and TNKase. He remained with Migliara-Kaplan until April 1999.
      Mr. Kaplan was an early investor in and consultant to several healthcare
      companies including Ventana Medical, Biosite, and Digene Corporation. Harris
      has
      also been an advisor to a number of venture capital groups including CW Group,
      Frazier & Co., DeNovo Ventures and Medicus Ventures. He received his
      Bachelors degree and MBA from Temple University.


38


**BRUCE
      S. MORRA, PH.D., MBA** was
      appointed to the Board on December 7, 2005 by the Board of Directors and was
      elected by the Shareholders on March 14, 2006. Dr. Morra earned his Ph.D. and
      M.S. in Polymer Science and Engineering and his M.B.A. from the University
      of
      Massachusetts, Amherst in 1980, after graduating magna cum laude in Chemical
      Engineering from Princeton University in 1976. He has more than 24 years of
      pharmaceutical, medical device, drug delivery, biotech and polymers industry
      leadership experience, and is now a consultant and Board member to various
      companies in these fields. From April 2003 through the end of 2004, Dr. Morra
      was President of West Pharmaceutical Services’ Drug Delivery and Contract
      Clinical Research businesses. After turning around the businesses via strategies
      that refocused on the company’s core expertise, driving three new products into
      phase II clinical trials, submitting the first formulation for regulatory
      approval and consummating 10 new development/licensing deals, Dr. Morra
      orchestrated the sale of the Drug Delivery business to a leading venture capital
      group, Warburg Pincus. Prior to joining West, for the period 2000 to 2003,
      he
      was Chief Business Officer for Progenitor Cell Therapy, LLC, a start-up company
      performing cell-based process, device and drug development; President, COO
      and
      CFO of Biopore Corporation and its sister company Polygenetics, Inc., driving
      development of applications for their unique porous polymer microsphere
      technology in fields that included drug delivery, embolo therapy, gene therapy
      and bio-artificial livers; while also being a Board Member and consultant for
      other life science companies. From 1993 to 2000 Dr. Morra served as President,
      COO and Founder of Flamel Technologies, Inc., a drug delivery systems and
      biomaterials company. Dr. Morra assisted in raising venture capital funding
      for
      Flamel and taking the company public on the NASDAQ in 1996. Before he started
      Flamel’s US subsidiary, Dr. Morra served as the President of ISP Filters, Inc.,
      a subsidiary of GAF Corp and held positions in General Management, New Business
      Development, Product Management, Marketing, Finance and R&D at Ausimont USA,
      Amoco Performance Products and E.I. DuPont.





**DAVID
      B. NASH, MD, MBA, FACP,** was
      appointed to the InforMedix Board of Directors on March 14, 2006 and was elected
      by the shareholders on March 14, 2006. He is Founder and Dr. Raymond C. and
      Doris N. Grandon Professor and Chairman of the Department of Health Policy,
      at
      Jefferson Medical College of Thomas Jefferson University in Philadelphia.
      Internationally recognized for his work in outcomes management, disease
      management, medical staff development and quality-of-care improvement, his
      publications have appeared in more than 100 articles in major journals. He
      has
      edited fifteen books, including A
      Systems Approach to Disease Management by
      Jossey-Bass, Connecting
      with the New Healthcare Consumer by
      Aspen
      and The
      Quality Solution by
      Jones
      and Bartlett. Dr. Nash has served on the Board of Directors of five companies,
      including two publicly-traded companies, three disease management companies,
      and
      two companies that were acquired while he served as a Director. These companies
      include: Patient InfoSystems (PATI:NASDAQ) from 1996 -2000; I-Trax Corporation
      (DMX:AMEX) from 2002 to current; Future Health, which was recently acquired
      by
      Nationwide Mutual Insurance Company from 2003 to current ; Pharma Detailing.Com
      from 1999 to 2000; and DoctorQuality which was also acquired from 2000 to 2003.
      In addition, Dr. Nash has served on the Advisory Boards of nine other companies
      including Pfizer Health Solutions. Repeatedly named by Modern
      Healthcare to
      the
      top 100 most powerful persons in healthcare list, his national activities
      include appointment to the JCAHO Advisory Committee on Performance Measurement,
      the CIGNA Physician Advisory Committee, membership on the Board of Directors
      of
      the Disease Management Association of America (DMAA) and Chair of an NQF
      Technical Advisory Panel - four key national groups focusing on quality
      measurement and improvement. Dr. Nash was also named as a finalist in the
      15 th Annual
      Discover Awards for Innovation in Public Health by Discover magazine.
      In 1995, he was awarded the Latiolais (“Lay-shee-o-lay”) Prize by the Academy of
      Managed Care Pharmacy for his leadership in disease management and pharma co
      economics. Currently, he is Editor-in-Chief of four major national journals
      including P&T,  Disease
      Management,  Biotechnology
      Healthcare and
      the American
      Journal of Medical Quality. Dr.
      Nash
      received his BA in economics (Phi Beta Kappa) from Vassar College in 1977;
      his
      MD from the University of Rochester School of Medicine and Dentistry in 1981;
      and his MBA in Health Administration (with honors) from the Wharton School
      at
      the University of Pennsylvania in 1986. While at Penn, he was a former Robert
      Wood Johnson Foundation Clinical Scholar and Medical Director of a nine
      physician faculty group practice in general internal medicine.




**Information
      Relating to Corporate Governance and the Board of
      Directors**




Our
      board
      of directors has determined, after considering all the relevant facts and
      circumstances, that each of our directors other than Dr. Kehr are independent
      directors, as “independence” is defined in the Nasdaq Marketplace Rules, because
      they have no relationship with us that would interfere with their exercise
      of
      independent judgment.


39


Our
      bylaws authorize our board of directors to appoint among its members to one
      or
      more committees, each consisting of one or more directors. Our board of
      directors has the following standing committees: an Audit Committee, a
      Compensation Committee and a Nominating and Corporate Governance
      Committee.





Our
      board
      of directors has adopted charters for the Audit, Compensation, and Nominating
      and Corporate Governance Committees describing the authority and
      responsibilities delegated to each committee by the board of directors. Our
      board of directors has also adopted Corporate Governance Guidelines, a Code
      of Conduct
      and Ethics and a Statement of Company Policy. The charters of our Audit,
      Compensation, and Nominating Corporate Governance Committees and our Corporate
      Governance Guidelines, Code of Conduct and Ethics and a Statement of Company
      Policy can be found on our investor relations website





These
      documents are also available in print to any stockholder requesting a copy
      in
      writing from our corporate secretary at our executive offices set forth in
      this
      document. We intend to disclose any amendments to or waivers of a provision
      of
      our Code of Ethics made with respect to our directors or executive officers
      on
      our website.





Interested
      parties may communicate with our board of directors or specific members of
      our
      board of directors, including our independent directors and the members of
      our
      various board committees, by submitting a letter addressed to the board of
      directors of InforMedix Holdings, Inc. or any specified individual director
      or
      directors at the address listed herein. Any such letters will be sent to the
      indicated directors.




**Audit
      Committee**




The
      purpose of the Audit Committee is to (i) oversee that management has maintained
      the reliability and integrity of the accounting policies, financial reporting
      and disclosure practices of the Company; (ii) select and evaluate the Company’s
      independent auditors; (iii) oversee that management has established and
      maintained an independent relationship with its external auditor; (iv) oversee
      that management has established and maintained processes to assure that an
      adequate system of internal control of financial reporting is functioning within
      the Company; and (v) oversee that management has established and maintained
      processes to assure compliance by the Company with all applicable laws,
      regulations and corporate policy. The primary responsibilities of the Audit
      Committee are set forth in its charter and include various matters with respect
      to the oversight of our Company’s accounting and financial reporting processes
      and audits of the financial statements of our Company on behalf of our board
      of
      directors. The Audit Committee also selects the independent auditor to conduct
      the annual audit of the financial statements of our Company; reviews the
      proposed scope of such audit; reviews accounting and financial controls of
      our
      Company with the independent auditor and our financial accounting staff; and,
      unless otherwise delegated by our board of directors to another committee,
      reviews and approves transactions between us and our directors, officers and
      their affiliates.





The
      Audit
      Committee currently consists of Mr. Gross, Dr. Friedman, and Mr. Kaplan, each
      of
      whom is an independent director of our Company under the Nasdaq Marketplace
      Rules and under rules adopted by the SEC pursuant to the Sarbanes-Oxley Act
      of
      2002. The board of directors has determined that all members of the Audit
      Committee meet the requirements for financial literacy in accordance with
      applicable rules and regulations of the SEC. We do not have an “audit committee
      financial” expert serving on the Audit Committee. At this time, the board of
      directors believes that the experience provided by each member of the Audit
      Committee together offers the Company adequate oversight for the Company’s level
      of financial complexity. However, the Company is considering appointing a
      director to the board or directors and to the Audit Committee who would be
      a
      financial expert.





**Compensation
      Committee**





The
      Compensation Committee is responsible for formulating, evaluating and approving
      compensation of the Company’s directors, executive officers and key employees,
      overseeing all compensation programs involving the use of the Company’s stock,
      and discharging the responsibilities of our board of directors relating to
      our
      compensation programs and compensation of our executives.


40


The
      Compensation Committee is tasked with establishing a compensation policy for
      executives designed to (i) enhance the profitability of the Company and increase
      stockholder value, (ii) reward executive officers for their contribution to
      the
      Company’s growth and profitability, (iii) recognize individual initiative,
      leadership, achievement, and other contributions and (iv) provide competitive
      compensation that will attract and retain qualified executives. Among other
      responsibilities, the Compensation Committee reviews competitive practices
      and
      trends to determine the adequacy of our executive compensation program, annually
      reviews and approves corporate goals and objectives relevant to the compensation
      of our chief executive officer, evaluates our chief executive officer’s
      performance in light of those goals and objectives, and recommends to the board
      of directors our chief executive officer’s compensation levels based on this
      evaluation. In addition, the Compensation Committee annually reviews and makes recommendations to our board of directors
      with respect to compensation of our directors, executive officers other than
      the
      chief executive officer, and key employees; approves employment contracts,
      severance arrangements and change in control provisions for executive officers;
      approves and administers cash incentives and deferred compensation plans for
      executives and oversees performance objectives and funding for such plans;
      and
      prepares annual reports as required by the SEC.





Our
      Compensation Committee currently consists of Mr. Kaplan, as chairman, Mr. Gross
      and Dr. Nash.





**Nominating
      and Corporate Governance Committee**





The
      Nominating and Corporate Governance Committee is responsible for providing
      the
      board of directors with recommendations of individuals to be nominated both
      for
      election as directors by the stockholders or to fill vacancies on the board
      of
      directors and for service on the Audit and Compensation Committees. In addition,
      the Nominating and Corporate Governance Committee is responsible for overseeing
      the administration of our corporate compliance program, including review and
      assessment of the adequacy of corporate governance principles applicable to
      us.





Our
      Nominating and Corporate Governance Committee currently consists solely of
      Mr.
      Kaplan.





In
      accordance with the Corporate Governance Guidelines adopted by the board of
      directors, the criteria for selection of candidates includes: (i) broad
      experience, diversity; (ii) wisdom and integrity; (iii) judgment and skill;
      (iv)
      understanding of our business environment; (v) experience with businesses and
      other organizations deemed appropriate by the independent directors in their
      discretion; (vi) ability to make independent analytical inquiries; (vii)
      possession of personal qualities, characteristics and accomplishments deemed
      appropriate by the independent directors in their discretion; (viii) ability
      and
      willingness to devote sufficient time to serve on the board of directors and
      its
      committees; and (ix) fit of the individual’s skills, experience and personality
      with those of other directors to maintain an effective, collegial and responsive
      board of directors. Such persons should not have commitments that would conflict
      with the time commitments of serving as a director of the Company.





The
      board
      of directors does not have a specific policy for consideration of nominees
      recommended by security holders, however, security holders may recommend a
      prospective nominee for the board of directors by writing to our corporate
      secretary at our corporate headquarters and providing the information required
      by our bylaws, along with any additional supporting materials the security
      holder considers appropriate. There have been no recommended nominees from
      security holders for election at the annual meeting. We currently pay no fees
      to
      third parties for evaluating or identifying potential nominees.





**Compensation
      Committee Interlocks and Insider Participation**




No
      member
      of the Compensation Committee serves as a member of the board of directors
      or
      compensation committee of any other entity that has one or more executive
      officers serving as a member of our board of directors or compensation
      committee.


41


**Meetings
      of the Board of Directors and its Committees**





Our
      board
      of directors held a total of four meetings during the fiscal year ended December
      31, 2007. During the fiscal year ended December 31, 2007, the Audit Committee
      held a total of four meetings, the Compensation Committee held a total of four
      meetings and the Nominating and Corporate Governance Committee held a total
      of
      one meeting. During 2006, no director attended fewer than 75% of the aggregate
      of (1) the total number of meetings of our board of directors, and (2) the
      total
      number of meetings held by all committees of our board of directors on which
      he
      or she was a member.





**Director
      Compensation**





Our
      Compensation Committee has determined that directors shall be compensated with
      options for their services on our board of directors. On August 21, 2007, our
      board of directors approved a resolution that increased the number of options
      that each director shall individually receive to 0.5% of the total authorized
      shares of our common stock. The incremental options are subject to a three
      year
      vesting period commencing on a monthly basis as of October 1, 2006, and include
      all previously granted options. Prior to this increase, on January 24, 2005,
      our
      board of directors unanimously passed a resolution that each director shall
      receive a grant of 270,000 options, exercisable at $.30 per share, vesting
      over
      a three year period at a rate of 7,500 options per month. In addition, the
      four
      independent directors that had served on our board of directors but had not
      been
      compensated for the period from August, 2002 through December, 2004 received
      a
      grant of 75,000 fully vested options exercisable at $.30 per share. We reimburse
      all directors for expenses incurred in attending board of directors meetings
      and
      other costs directly incurred in connection with services requested by either
      the board of directors or management.




The
      following table sets forth the compensation paid to each of our non-employee
      directors in fiscal year 2007:





**Name**
            
            **Fees**
              **Earned**
              **or Paid**
              **in Cash**
            
            **Stock**
              **Awards**
            
            **Option Awards**
            
            **All**
              **Other**
              **Compensation**
            
            **Total**Rhonda
                B. Friedman
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0Philip
                J. Gross
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Harris
                Kaplan
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Bruce
                S. Morra
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0David
                Nash
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0




**Section
      16(a) Beneficial Ownership Reporting Compliance**




Pursuant
      to Section 16 of the Securities Exchange Act of 1934, as amended, our directors
      and executive officers and beneficial owners of more than 10% of our common
      stock are required to file certain reports, within specified time periods,
      indicating their holdings of and transactions in the common stock and derivative
      securities. Officers, directors, and persons who beneficially own more than
      ten
      percent of a registered class of our equity securities are required by the
      regulations of the SEC to furnish us with copies of all Section 16(a) forms
      they
      file. Based solely on a review of the copies of such reports provided to us
      and
      written representations from such persons regarding the necessity to file such
      reports, we are not aware of any failures to file reports or report transactions
      in a timely manner during the our fiscal year ended December 31,
      2007.




**Code
      of Ethics**




On
      March
      31, 2004 our Board of Directors adopted a Code of Ethics which applies to the
      principal executive officer, principal financial officer, principal accounting
      officer or controller and persons performing similar functions. We will provide
      a copy of the Code of Ethics, without charge, to any person who sends a written
      request addressed to our corporate secretary at our executive offices set forth
      in this document.


42





**ITEM
      -10**


**EXECUTIVE
      COMPENSATION**





The
      following table sets forth all compensation awarded to, earned by, or paid
      for
      all services rendered to us during the fiscal year ended December 31, 2007
      and
      2006 by our chief executive officer and our other most highly-compensated
      executive (we refer to these individuals collectively as the “named executive
      officers”).





***Summary
      Compensation Table:***


**Base**
              
              
              
              **Option**
              
              **All
                  Other****Year**
              
              **Compensation**
              
              **Bonus**
              
              **Awards**
              
              **Comp.**
              
              **Total**Bruce
                  A. Kehr
              
              
              2007
              
              $
              225,000
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              225,0002006
              
              $
              225,000
              
              $
              102,370
              
              $
              -
              
              $
              -
              
              $
              327,370Davidson
                  R. Dulin
              
              
              2007
              
              $
              182,000
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              182,0002006
              
              $
              162,000
              
              $
              12,256
              
              $
              -
              
              $
              -
              
              $
              174,256Harry
                  M. Stokes
              
              
              2007
              
              $
              180,000
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              180,0002006
              
              $
              45,000
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              45,000Michael
                  P., Gavin
              
              
              2007
              
              $
              180,000
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              180,0002006
              
              $
              180,000
              
              $
              12,120
              
              $
              -
              
              $
              -
              
              $
              192,120




*
      Includes amounts paid in Cash and Shares of Common Stock





The
      above
      compensation firgures do not include the costs of benefits, including healthcare
      benefits, all of which does not exceed the lesser of $50,000 or 10% of such
      person’s annual salary and bonus for the years ended December 31, 2007 and 2006.




***Outstanding
      Equity Awards at Fiscal Year-End***





The
      following table sets forth certain information concerning outstanding equity
      awards held by the Named Executive Officers at December 31, 2007:


43





**Column**
            
            **Description****A**
            
            Number
                of Securities Underlying Unexercised Options -
                Exercisable**B**
            
            Number
                of Securities Underlying Unexercised Options -
                Unexercisable**C**
            
            Option
                Exercise Price**D**
            
            Option
                Exercise Date





**Name**
            
            
            
            **Column A**
            
            **Column B**
            
            **Column C**
            
            **Column D****Bruce
                A. Kehr**
            
            
            CEO
            
            
            7,359,088
            
            
            -
            
            $
            0.11
            
            
            08/2/1/17426,520
            
            
            -
            
            $
            0.32
            
            
            09/24/141,024,392
            
            
            -
            
            $
            0.30
            
            
            09/24/14150,000
            
            
            -
            
            $
            0.15
            
            
            08/24/15440,000
            
            
            9,167
            
            $
            0.30
            
            
            01/24/15300,000
            
            
            -
            
            $
            0.15
            
            
            08/24/15143,006
            
            
            -
            
            $
            1.00
            
            
            01/24/1456,082
            
            
            -
            
            $
            0.37
            
            
            01/24/14300,000
            
            
            -
            
            $
            1.00
            
            
            05/08/13**Davidson
                R, Dulin**
            
            
            SVP
            
            
            2,400,000
            
            
            1,400,000
            
            $
            0.11
            
            
            08/21/17512,500
            
            
            192,188
            
            $
            0.32
            
            
            09/24/14387,500
            
            
            48,437
            
            $
            0.32
            
            
            09/24/14100,000
            
            
            27,083
            
            $
            0.30
            
            
            01/24/15**Harry
                M. Stokes**
            
            
            SVP
                & CFO
            
            
            2,400,000
            
            
            1,400,000
            
            $
            0.11
            
            
            08/21/17**Michael
                P. Gavin**
            
            
            VP
            
            
            2,215,404
            
            
            1,292,318
            
            $
            0.11
            
            
            08/21/17175,000
            
            
            47,396
            
            $
            0.30
            
            
            01/24/15359,597
            
            
            44,950
            
            $
            0.30
            
            
            09/24/1440,403
            
            
            -
            
            $
            0.37
            
            
            01/21/14150,000
            
            
            -
            
            $
            1.00
            
            
            05/08/13




Note:
        In
        January 2008, an additional 21,000,000 options were granted to Bruce A. Kehr
        as
        part of his amended and restated employment agreement.




**EMPLOYMENT
      AGREEMENTS**





***Bruce
      A. Kehr, M.D. –***




On
        February 1, 2008, the Board of Directors approved the Amended and Restated
        Employment Agreement of Bruce A. Kehr, M.D. as submitted by the Compensation
        Committee, which replaced the original agreement which had expired on June
        30,
        2007. In structuring the amended and restated agreement, the Compensation
        Committee engaged an independent outside compensation organization to evaluate
        and establish the appropriate guidelines for structuring a competitive
        compensation package. The term of the new agreement runs through January
        31,
        2011.
  Under
        the
        terms of the agreement, Dr. Kehr’s base salary was increased to $287,000 per
        annum, and he is entitled to an annual bonus of up to 40% of his base salary
        for
        achieving certain performance milestones. In addition, Dr. Kehr was eligible
        to
        receive a total of 21,000,000 additional stock options, over a three year
        period. These options were
        divided into three options grants, each with an exercise price equal to the
        fair
        market value of the Company’s common stock on the date of the grant. The three
        option grants (i.e. 7.5, 7.0 and 6.5 million options) are each subject to
        achieving performance targets established by the Company’s Board of Directors,
        and a portion for continued time of service. One of the grants is also subject
        to achieving fund raising targets.
 
 In
        the
        event of a Change of Control, Dr. Kehr will participate in a Management Bonus
        Pool. Dr. Kehr’s participation in this pool would be limited to 65% of the total
        pool. The Company also maintains a $3 million key man life insurance policy
        on
        Dr. Kehr, with the Company as beneficiary.


44


***Harry
      M. Stokes –***




The
      Company entered into an employment agreement with Harry M. Stokes as of October
      4, 2006. The agreement provides that Mr. Stokes shall serve as our Senior Vice
      President and Chief Financial Officer. Mr. Stokes is employed “at will” at an
      annual base salary of $180,000 per year. He is entitled to an annual bonus.
      Until such time as we establish a health plan for employees, we have agreed
      to
      reimburse Mr. Stokes on a monthly basis for the cost of his paying for his
      personal health insurance through his existing health plan.




***Davison
      R. Dulin*** *–*




We
      entered into an employment agreement with Davison R. Dulin as of February 15,
      2004. The agreement provides that Mr. Dulin shall serve as our Vice President
      of
      Sales and Marketing. Mr. Dulin is employed "at will" at an annual base salary
      of
      $162,000 per year, plus a quarterly bonus of up $5,000 per quarter. Until such
      time as we establish a health plan for employees, we have agreed to reimburse
      Mr. Dulin on a monthly basis for the cost of his paying for his personal health
      insurance through his existing health plan.




**ITEM
      - 11**


**SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS**





The table
      included in this section lists the number of shares and percentage of shares
      beneficially owned based on 119,273,556 shares of our common stock outstanding,
      as of March 31, 2007 by:


·
            Each
                person known by us to beneficially own 5% or more of our common stock,·
            Each
                of our Named Executive Officers and directors, and·
            All
                of our executive officers and directors as a group.





Beneficial
      ownership is determined in accordance with the rules of the SEC and includes
      voting and investment power. Under SEC rules, a person is deemed to be the
      beneficial owner of securities which may be acquired by such person upon the
      exercise of options and warrants or the conversion of convertible securities
      within 60 days from the date on which beneficial ownership is to be determined.
      Each beneficial owner's percentage ownership is determined by dividing the
      number of shares beneficially owned by that person by the base number of
      outstanding shares, increased to reflect the beneficially-owned shares
      underlying options, warrants or other convertible securities included in that
      person's holdings, but not those underlying shares held by any other person.




The
        address for each beneficial owner listed in the table, except where otherwise
        noted, is c/o InforMedix Holdings, Inc., Georgetown Park, 5880 Hubbard Drive,
        Rockville, Maryland 20852-4821.


45




**Amount/Nature**
                **of
                  Stock**
              
              
              **%
                  of**
                **Beneficially****Ownership**
              
              
              **Owned**Bruce
                  A. Kehr
              
              
              14,886,173
              
              1
              )
              
              11.1
              %Davidson
                  R. Dulin
              
              
              1,989,542
              
              2
              )
              
              1.6
              %Harry
                  M. Stokes
              
              
              1,066,667
              
              3
              )
              
              0.9
              %
              
              *Michael
                  P, Gavin
              
              
              1,763,488
              
              4
              )
              
              1.5
              %Rhonda
                  B. Friedman
              
              
              854,053
              
              5
              )
              
              0.7
              %
              
              *Harris
                  Kaplan
              
              
              983,835
              
              6
              )
              
              0.8
              %
              
              *Philip
                  Gross
              
              
              983,056
              
              7
              )
              
              0.8
              %
              
              *Bruce
                  S. Morra
              
              
              1,744,923
              
              8
              )
              
              1.4
              %David
                  Nash
              
              
              608,056
              
              9
              )
              
              0.5
              %
              
              *All
                  Executives and Officersas
                  a Group
              
              
              24,879,792
              
              
              
              
              17.3
              %
  **  Less
                  than 1% of the issued and outstanding
                  shares.*
  *Note:*
              *As
                  of March 31, 2008, a total of 119,273,556 shares of common stock
*were
                  issued and outstanding.***Ownership
                  totals include vested portions of 2008 Incentive Plan through May
                  30,
                  2008.*




Footnotes:


1)
              Includes
                  12,062,976 shares issuable upon exercies of options exercisable
                  as of
                  5/30/08, and 101,858 shares issuable
                  upon exercise of warrants issued in exchange for accrued and unpaid
                  compensation.2)
              Includes
                  1,903,235 shares issuable upon exercies of options exercisable
                  as of
                  5/30/08.3)
              Includes
                  1,066,667 shares issuable upon exercies of options exercisable
                  as of
                  5/30/08.4)
              Includes
                  1,672,965 shares issuable upon exercies of options exercisable
                  as of
                  5/30/08.5)
              Includes
                  778,889 shares issuable upon exercies of options exercisable as
                  of
                  5/30/08, and 1,000 shares issuable
                  upon exercise of warrants issued in connection with previous bridge
                  loans.6)
              Includes
                  778,889 shares issuable upon exercies of options exercisable as
                  of
                  5/30/08, and 1,000 shares issuable
                  upon exercise of warrants issued in connection with previous bridge
                  loans.7)
              Includes
                  723,056 shares issuable upon exercies of options exercisable as
                  of
                  5/30/08, and 145,000 shares issuable
                  upon exercise of warrants issued in connection with previous bridge
                  loans
                  and services.8)
              Includes
                  623,056 shares issuable upon exercies of options exercisable as
                  of
                  5/30/08, and 162,750 shares issuable
                  upon exercise of warrants issued in connection with previous bridge
                  loans
                  and services.9)
              Includes
                  608,056 shares issuable upon exercies of options exercisable as
                  of
                  5/30/08.





**ITEM
      - 12**


**CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**





**Certain
      Relationships**





The
      employment agreements we entered into with each of Bruce Kehr, Harry M. Stokes,
      and Davison Dulin are discussed in the "Employments" subsection set forth
      previously in Item - 10.


46


**Director
      Independence**





Our
      Board
      of Directors has determined, after considering all the relevant facts and
      circumstances, that each of our directors other than Dr. Kehr are independent
      directors, as “independence” is defined in the Nasdaq Marketplace Rules, because
      they have no relationship with us that would interfere with their exercise
      of
      independent judgment.





**ITEM
      - 13**


**EXHIBITS**








The
      list
      of exhibits set forth under the heading “Exhibit Index” following the signature
      page to this Annual Report is incorporated herein by this reference.





**ITEM
      - 14**


**PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.**





In
      November 2007, the Company made a change of independent auditors, and announced
      Morison Cogen LLP as its new independent audit firm. The aggregate fees billed
      by our independent auditors, Bagel, Josephs Levine & Company
      LLC, for each of our last two fiscal years are as follows:





**2007**
            
            **2006**Audit
                Fees
            
            
            51,324
            
            
            17,500Tax
                Fees
            
            
            789All
                Other Fees
            
            
            21,016
            
            
            10,500





Of
      the
      total 2007 principal accounting fees incurred by the Company, $43,129 was paid
      to Bagell, Josephs, Levine & Company LLC, and $30,000 was recorded as fees
      to Morison Cogen (which included a $23,000 accrual for the 2007 year-end audit
      and review of the annual report).





The
      fees
      labeled as All Other Fees above constitute interim reviewed financial
      statements. Prior to the change from Bagell, Josephs, Levine & Company LLC
      to Morison Cogen LLP, our audit committee considered whether the provision
      of
      the financial information systems design and implementation and all other
      non-audit services was compatible with maintaining the accounting firm's
      independence. Our audit committee recommended to our board of directors that
      Morrison Cogen be engaged to audit our consolidated financial statements for
      our
      fiscal year ending December 31, 2007.


47





PART
      IV -FINANCIAL
      INFORMATION





**INFORMEDIX
      HOLDINGS, INC.**





**INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**Page(s)**Cover
                and Index
            
            
            48Report
                of Independent Registered Public Accounting Firm - Current Morison
                Cogen,
                LLP
            
            
            49Report
                of Independent Registered Public Accounting Firm - Previous Bagell,
                Josephs, Levine & Company, LLC
            
            
            50Consolidated
                Balance Sheets as of December 31, 2007 and 2006
            
            
            51Consolidated
                Statements of Operations for the Years EndedDecember
                31, 2007 and 2006
            
            
            52Consolidated
                Statement of Changes in Stockholders’ Equity (Deficit)for
                the Years ended December 31, 2007 and 2006
            
            
            53Consolidated
                Statements of Cash Flows for the Years EndedDecember
                31, 2007 and 2006
            
            
            54Notes
                to Consolidated Financial Statements
            
            
            55


48





**ITEM
      V-1****REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Stockholders of


InforMedix
      Holdings, Inc.


Rockville,
      MD





We
      have
      audited the accompanying consolidated balance sheet of InforMedix Holdings,
      Inc.
      (the “Company”) as of December 31, 2007, and the related consolidated statements
      of operation, changes in stockholders’ equity (deficit) and cash flow for the
      year then ended. These consolidated financial statements are the responsibility
      of management. Our responsibility is to express an opinion on these consolidated
      financial statements based on our audits.





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





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of InforMedix Holdings, Inc.,
      as of December 31, 2007, and the results of their operations, and cash flows
      for
      the year then ended in conformity with accounting principles generally accepted
      in the United States.





The
      accompanying consolidated financial statements have been prepared assuming
      the
      Company will continue as a going concern. As discussed in Note 11 to the
      consolidated financial statements, the Company has sustained operating losses
      and capital deficits that raise substantial doubt about its ability to continue
      as a going concern. Management’s operating and financing plans in regards to
      these matters are also discussed in Note 11. The consolidated financial
      statements do not include any adjustments that might result from the outcome
      of
      these uncertainties.





**/S/
      MORISON COGEN, LLP**





Bala
      Cynwyd, PA


March
      28,
      2008


49





To
      the
      Stockholders of


InforMedix
      Holdings, Inc.


Rockville,
      MD





We
      have
      audited the accompanying consolidated balance sheet of InforMedix Holdings,
      Inc.
      (the “Company”) as of December 31, 2006, and the related consolidated statements
      of operation, changes in stockholders’ deficit and cash flow for the year then
      ended. These consolidated financial statements are the responsibility of
      management. Our responsibility is to express an opinion on these consolidated
      financial statements based on our audit.





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





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of InforMedix Holdings, Inc.,
      as of December 31, 2006, and the results of their operations, and cash flows
      for
      the year then ended in conformity with accounting principles generally accepted
      in the United States.





The
      accompanying consolidated financial statements have been prepared assuming
      the
      Company will continue as a going concern. As discussed in Note 11 to the
      consolidated financial statements, the Company has sustained operating losses
      and capital deficits that raise substantial doubt about its ability to continue
      as a going concern. Management’s operating and financing plans in regards to
      these matters are also discussed in Note 11. The consolidated financial
      statements do not include any adjustments that might result from the outcome
      of
      these uncertainties.





**/S/
      BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.**





MARLTON,
      NJ


April
      5,
      2007




50





**INFORMEDIX
      HOLDINGS, INC.**


**CONSOLIDATED
      BALANCE SHEETS**


**AS
      OF DECEMBER 31, 2007 AND 2006**








2007
            
            2006**ASSETS****Current
                Assets**Cash
                and Cash Equivalents
            
            $
            370,284
            
            $
            435,879Accounts
                Receivable
            
            
            71,695
            
            
            52,162Inventory
            
            
            309,622
            
            
            275,449Deposits
            
            
            54,910
            
            
            -Prepaid
                Expenses and other Current Assets
            
            
            6,333
            
            
            50,240**Total
                Current Assets**
            
            
            812,844
            
            
            813,730**Fixed
                Assets, Net of Depreciation**
            
            
            51,654
            
            
            89,313**TOTAL
                ASSETS**
            
            $
            864,498
            
            $
            903,043**LIABILITIES
                & STOCKHOLDERS' EQUITY (DEFICIT)****Current
                Liabilities**Common
                Stock to be Issued
            
            $
            -
            
            $
            2,045,885Notes
                Payable
            
            
            -
            
            
            100,000Accounts
                Payable and Accrued Expenses
            
            
            637,104
            
            
            538,150**Total
                Current Liabilities**
            
            
            637,104
            
            
            2,684,035**Stockholders'
                Equity (Deficit)**Preferred
                Stock, $0.001 Par Value, 4,500,000 shares authorized**12.3
                shares and 342.6771 shares issued and outstanding in 2007 and
                2006**
            
            $
            -
            
            $
            -Common
                Stock, $0.001 Par Value, 300,000,000 shares authorized**119,273,556
                shares and 39,296,321 issued and outstanding in 2007 and
                2006**
            
            
            119,274
            
            
            39,296Additional
                Paid-in-Capital
            
            
            29,378,562
            
            
            23,151,679Accumulated
                Deficit
            
            
            (29,270,442
            )
            
            (24,971,967
            )**Total
                Shareholders' Equity (Deficit)**
            
            
            227,394
            
            
            (1,780,992
            )**TOTAL
                LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)**
            
            $
            864,498
            
            $
            903,043




***The
      accompanying notes are an integral part of these consolidated financial
      statements***


51





**INFORMEDIX
      HOLDINGS, INC.**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2007 AND 2006**





2007
            
            2006**NET
                REVENUE**
            
            $
            305,028
            
            $
            102,721**COST
                OF REVENUE**
            
            
            181,324
            
            
            65,604**GROSS
                MARGIN**
            
            
            123,704
            
            
            37,117**OPERATING
                EXPENSES**Selling,
                General and Administrative Expenses**(a)**
            
            
            3,994,069
            **(a)**
            
            2,511,327Product
                and Development*(formerly
                Research and Development)*
            
            
            391,396
            
            
            474,934Depreciation
                and Amortization
            
            
            42,655
            
            
            159,064Total
                Operating Expenses
            
            
            4,428,120
            
            
            3,145,325**LOSS
                BEFORE OTHER INCOME/(EXPENSE)**
            
            
            (4,304,416
            )
            
            (3,108,208
            )**OTHER
                INCOME/(EXPENSE)**Interest
                Income
            
            
            5,996
            
            
            8,339Interest
                Expense
            
            
            (55
            )
            
            (224,979
            )Total
                Other Income/(Expense)
            
            
            5,941
            
            
            (216,640
            )**LOSS
                BEFORE PROVISION FOR TAXES**
            
            
            (4,298,475
            )
            
            (3,324,848
            )**PROVISION
                FOR TAXES**
            
            
            -
            
            
            -**LOSS
                BEFORE ACCRETION OF PREFERRED****STOCK
                DIVIDEND**
            
            
            (4,298,475
            )
            
            (3,324,848
            )**ACCRETION
                OF PREFERRED STOCK DIVIDENDS**
            
            
            -
            
            
            (3,426,771
            )**NET
                LOSS APPLICABLE TO COMMON SHARES**
            
            $
            (4,298,475
            )
            $
            (6,751,619
            )**Net
                Loss per Basic and Diluted Shares**
            
            $
            (0.05
            )
            $
            (0.17
            )**Weighted
                Average Number of Common Shares Outstanding**
            
            
            93,910,683
            
            
            38,923,737





**(a)**
            ***includes
                stock based compensation expense of $1,490,300, and warrants issued
                for
                financing and broker fee of $55,000******for
                the year ended December 31, 2007.***





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


52





**INFORMEDIX
      HOLDINGS, INC.**


**CONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)**


**FOR
      THE YEARS ENDED DECEMBER 31, 2007 AND 2006**







**Additional****Preferred
                Stock**
            
            **Common
                Stock**
            
            **Paid-in**
            
            **Unearned**
            
            **Accumulated****Shares**
            
            **Amount**
            
            **Shares**
            
            **Amount**
            
            **Capital**
            
            **Compensation**
            
            **Deficit**
            
            **Total****Balance,
                January 1, 2006**
            
            
            -
            
            $
            -
            
            
            38,718,827
            
            $
            38,719
            
            $
            17,165,083
            
            $
            (38,488
            )
            $
            (18,220,348)
            
            $
            (1,055,034)Shares
                Issued in Connection w/Preferred Stock Offering
            
            
            343
            
            $
            -
            
            
            -
            
            
            -
            
            
            3,426,771
            
            
            -
            
            
            -
            
            
            3,426,771Shares
                Issued for Services
            
            
            -
            
            
            -
            
            
            577,494
            
            
            577
            
            
            72,679
            
            
            -
            
            
            -
            
            
            73,256Issuance
                Cost in Connection with Preferred Stock Offering
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (939,625
            )
            
            -
            
            
            -
            
            
            (939,625
            )Accretion
                related to Preferred Shares
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            3,426,771
            
            
            -
            
            
            (3,426,771
            )
            
            -Vested
                Compensation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            38,488
            
            
            -
            
            
            38,488Net
                Loss for the Year
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (3,324,848
            )**Balance
                , December 31, 2006**
            
            
            343
            
            
            -
            
            
            39,296,321
            
            
            39,296
            
            
            23,151,679
            
            
            -
            
            
            (24,971,967
            )
            
            (1,780,992)Exchange
                of Preferred Stock/Warrants for Common
            
            
            (331
            )
            
            -
            
            
            37,993,368
            
            
            37,994
            
            
            (37,994
            )
            
            -
            
            
            -
            
            
            -Shares
                Issued in Connection with Private Placements
            
            
            -
            
            
            -
            
            
            20,910,000
            
            
            20,910
            
            
            2,070,090
            
            
            -
            
            
            -
            
            
            2,091,000Warrant
                Exercise
            
            
            -
            
            
            -
            
            
            5,000,000
            
            
            5,000
            
            
            495,000
            
            
            -
            
            
            -
            
            
            500,000Shares
                Issued as Compensation to Vendors
            
            
            -
            
            
            -
            
            
            792,952
            
            
            793
            
            
            102,883
            
            
            -
            
            
            -
            
            
            103,676Warrants
                Issued as Compensation to Vendors
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            21,000
            
            
            -
            
            
            -
            
            
            21,000Issuance
                of '06 Common Stock to be Issued
            
            
            -
            
            
            -
            
            
            15,280,915
            
            
            15,281
            
            
            2,030,604
            
            
            -
            
            
            -
            
            
            2,045,885Equity
                Incentive Plans
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,490,300
            
            
            -
            
            
            -
            
            
            1,490,300Warrants
                Issued for Financing and Broker Fees
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            55,000
            
            
            -
            
            
            -
            
            
            55,000Net
                Loss for the Year
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (4,298,475
            )
            
            (4,298,475)**Balance
                , December 31, 2007**
            
            
            12
            
            $
            -
            
            
            119,273,556
            
            $
            119,274
            
            
            29,378,562
            
            $
            -
            
            $
            (29,270,442)
            
            $
            227,394





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


53





**INFORMEDIX
      HOLDINGS, INC.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOW**


**FOR
      THE YEARS ENDED DECEMBER 31, 2007 AND 2006**





**2007**
            
            **2006****CASH
                FLOWS FROM OPERATING ACTIVITIES -****Net
                Loss**
            
            $
            (4,298,475
            )
            $
            (3,324,848
            )**Adjustments
                to Reconcile Net Loss to Net Cash used in Operations
                -**Depreciation
            
            
            42,655
            
            
            45,050Amortization
                of Discount on Notes Payable
            
            
            -
            
            
            189,699Amortization
                of Deferred Loan Costs
            
            
            -
            
            
            114,014Amortization
                of Unearned Compensation
            
            
            -
            
            
            38,488Preferred
                Stock Issued for Interest
            
            
            -
            
            
            6,771Common
                Stock to be Issued for Interest
            
            
            -
            
            
            25,000Stock
                Option Expense - Employees
            
            
            1,490,300
            
            
            86,725Warrants
                Issued in Connection with Financing and Broker Fees
            
            
            55,000
            
            
            -Common
                Stock to be Issued for Services
            
            
            -
            
            
            129,535Warrants
                Issued for Services
            
            
            21,000
            
            
            -Common
                Stock Issued for Services
            
            
            103,676
            
            
            73,256**Changes
                in Assets and Liabilities -**(Increase)
                Decrease in Accounts Receivable
            
            
            (19,533
            )
            
            (32,612
            )(Increase)
                Decrease in Inventory
            
            
            (34,173
            )
            
            (79,909
            )(Increase)
                Decrease in Prepaid Expenses and Other Assets
            
            
            43,907
            
            
            (44,330
            )(Increase)
                Decrease in Deposits
            
            
            (54,910
            )
            
            -(Decrease)
                Increase in Accounts Payable and Accrued Expenses
            
            
            98,954
            
            
            (185,392
            )Net
                Cash Used in Operating Activities
            
            
            (2,551,599
            )
            
            (2,958,553
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES -**Purchase
                of Property and Equipment
            
            
            (4,996
            )
            
            -Net
                Cash Used in Investing Activities
            
            
            (4,996
            )
            
            -**CASH
                FLOWS FROM FINANCING ACTIVITIES -**Proceeds
                from Issuance of Common Stock
            
            
            2,591,000
            
            
            865,000Proceeds
                from Issuance of Preferred Stock
            
            
            -
            
            
            2,895,000Proceeds
                from Notes Payable - Other
            
            
            -
            
            
            100,000Payments
                on Notes Payable
            
            
            (100,000
            )
            
            (481,000
            )Net
                Cash Provided by Financing Activities
            
            
            2,491,000
            
            
            3,379,000**Net
                Increase (Decrease) in Cash and Cash Equivalents**
            
            
            (65,595
            )
            
            420,447**Cash
                and Cash Equivalents - Beginning of Year**
            
            
            435,879
            
            
            15,432**Cash
                and Cash Equivalents - End of Year**
            
            $
            370,284
            
            $
            435,879**Supplemental
                Disclosure of Cash Flow Information:****Cash
                Paid during the Period for:**Interest
                Expense
            
            $
            55
            
            $
            30,759Income
                Taxes
            
            $
            -
            
            $
            -**Supplemental
                Disclosure of Non-Cash Investing and Financing
                Activities:****Bridge
                Loan converted to preferred stock**
            
            $
            -
            
            $
            525,000**Issuance
                cost in connection with preferred stock**
            
            $
            -
            
            $
            939,625**Reclassification
                of inventory to fixed assets**
            
            $
            -
            
            $
            8,393**Accretion
                of deemed preferred stock dividend against
                Paid-in-Capital**
            
            $
            -
            
            $
            3,426,771**Common
                Stock issued to satisfy Common Stock to be Issued
                Liability**
            
            $
            2,045,885
            
            $
            -




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






54




**NOTES
        TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        1 - ORGANIZATION AND BASIS OF PRESENTATION**
 
 InforMedix
        Holdings, Inc. (the “Company”) was organized under the laws of the State of
        Nevada on January 19, 2000 under the name Hunapu, Inc.
  The
        Company have developed, patented and integrated a portable patient monitoring
        device, hardware, software and networked communications system to enable
        consumers, pharmacists, health plans, disease management organizations,
        pharmaceutical and biomedical companies, medical researchers and physicians
        to
        efficiently monitor and manage patients’ medication adherence and clinical
        response. The Med-eMonitor system leverages our patent portfolio of 15 issued
        and 14 pending patents.
  ***Principle
        of Consolidation***
  The
        accompanying consolidated financial statements include the accounts of
        InforMedix Holdings, Inc. and its wholly owned subsidiaries. All inter-company
        transactions have been eliminated in consolidation.
 .
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 ***Reclassification***
 
 Certain
        reclassifications have been made to the December 31, 2006 financial statements
        to conform to the 2007 presentation. These reclassifications had no effect
        on
        previously reported results of operations or accumulated deficit.
 
 ***Use
        of Estimates***
  The
        preparation of consolidated financial statements in conformity with accounting
        principles generally accepted in the United States of America requires
        management to make estimates and assumptions that affect the reported amounts
        of
        assets and liabilities and disclosures of contingent assets and liabilities
        at
        the date of the condensed consolidated financial statements and the reported
        amounts of revenue and expense during the reporting period. Actual results
        could
        differ from those estimates.
  ***Cash
        and Cash Equivalents***
  The
        Company considers all highly liquid debt instruments and other short-term
        investments with an initial maturity of three months or less to be cash
        equivalents.
  The
        Company maintains cash and cash equivalent balances at several financial
        institutions, which are insured by the Federal Deposit Insurance Corporation
        up
        to $100,000. The Company had cash concentration risk of $246,628 and $271,129
        as
        of December 31, 2007 and 2006, respectively.
  ***Concentration
        of Credit Risk***
  Certain
        financial instruments potentially subject the Company to concentrations of
        credit risk. These financial instruments consist primarily of cash and accounts
        receivable. The Company places its temporary cash investments with high credit
        quality financial institutions to limit its credit exposure. Concentrations
        of
        credit risk with respect to accounts receivable are limited since the Company
        performs ongoing credit evaluations of its customers’ financial condition and
        due to the generally short payment terms.
  ***Accounts
        Receivable***
  The
        Company considers the receivables to be fully collectible; accordingly, no
        allowance for doubtful accounts is required. If amounts become uncollectible,
        they will be charged to operations if and when that determination is
        made.
  55
  ***Inventory***
  Inventory
        consists of component parts to be used in the manufacture of Med-eMonitor
        units,
        and 722 Med-eMonitor units which were completed during 2007, and will be
        placed
        in service as leased units in Fixed Assets in response to future leasing
        efforts.
  ***Fixed
        Assets***
  Fixed
        assets are stated at cost. Depreciation is computed using the straight-line
        method over the estimated useful lives of the assets; three years for computer
        software and equipment and finished Med-eMonitor units provisioned for
        demonstration purposes and/or customer rental programs, and five years for
        office furniture and equipment. Property and equipment held under capital
        leases
        and leasehold improvements are amortized over the shorter of the lease term
        or
        the estimated useful life of the related asset. When fixed assets are retired
        or
        otherwise disposed of, the cost and related accumulated depreciation are
        removed
        from the accounts and the resulting gain or loss is included in operations.
        Maintenance and repairs that do not materially add tithe useful life are
        charged
        to operations as incurred.
  ***Internal
        Use Software Costs***
  Internal
        use software and Web site development costs are capitalized in accordance
        with
        Statement of Position (SOP) No. 98-1,"Accounting for the Costs of Computer
        Software Developed or Obtained for Internal Use," and Emerging Issues Task
        Force(EITF) Issue No. 00-02, "Accounting for Web Site Development Costs."
        Qualifying costs incurred during the application development stage, which
        consist primarily of outside services and the Company's consultants, are
        capitalized and amortized over the estimated useful life of the asset. All
        other
        costs are expensed as incurred. All costs for internal use software for the
        years ending December 31, 2007 and 2006 were expensed as research and
        development.
  ***Deposits***
  During
        the quarter ending September 30, 2007, the Company negotiated a continuing
        relationship with this third-party manufacturer, which involved the development
        of an additional 1,500 units for a phased delivery beginning in 2008. In
        connection with this agreement, the Company provided a $50,000 deposit for
        the
        purpose of acquiring long lead items required in the manufacture of units
        included in the initial phase of this new order.
  ***Start-up
        Costs***
  In
        accordance with the SOP 98-5, *“Reporting
        on the Costs of Start-up Activities”* ,
        the
        Company expensed all costs incurred in connection with the start-up and
        organization of the Company.
  ***Revenue
        Recognition***
  In
        accordance with Securities and Exchange Commission (“SEC”) Staff Accounting
        Bulletin (‘SAB”) No. 104, *Revenue
        Recognition* ,
        the
        Company recognizes revenue when (I) persuasive evidence of a customer or
        distributor arrangement exists or acceptance occurs, (ii) a retailer,
        distributor or wholesaler receives the goods, (iii) the price is fixed or
        determinable, and (iv) collectability of the sales revenues is reasonably
        assured.
  The
        Company has adopted a policy of leasing as opposed to selling Med-eMonitor
        units. As such, programs are currently offered for month-to-month leases,
        six
        month leases, and twelve month leases. Discounts are currently offered for
        both
        six and twelve month leases. Revenues are recognized monthly based on the
        monthly lease rate determined by the term of the lease. In addition, the
        Company
        retains the right to offer initial discounts such as free first month service,
        free set-up, shipping, etc. Given the discounts provided for six and twelve
        month leases, the Company retains the right to hold lessees to the full payment
        provided under the respective lease(s).
  In
        all
        leases, the Company processes leases via credit cards, and includes a clause
        in
        all contracts relating to timing of cancellations, and return of the
        Med-eMonitor units in an undamaged condition. In the event a Med-eMonitor
        or an
        expired lease is not return or returned damaged, the lease provides for recovery
        of the costs to repair or fully replace a damaged or unreturned
        unit.
  Revenues
        are derived as follows:
  a)
              Front-end
                  training, set-up and installation support services are earned at
                  the time
                  the service is rendered.
 b)
              Revenue
                  is recognized as a “Sales” transaction for any Med-eMonitor units wherein
                  the title legally transfers to the patient or intermediary service
                  provider.
 c)
              Revenue
                  is recognized on a monthly basis as rental income, wherein the
                  Company
                  retains title to the Med-eMonitor
                  units.
  56
  d)
              Revenue
                  is recognized on a monthly basis for a separate service fee for
                  the
                  back-end Med-eXpert hosting service, regardless of whether the
                  Med-eMonitor units are deployed under the sales or rental transaction
                  model as aforementioned. This fee includes reimbursement for the
                  requisite
                  monitoring and connectivity service to the individual deployed
                  Med-eMonitor devices.
 e)
              Revenues
                  from government grants are recognized at the time the services
                  and/or
                  provisioned equipment are rendered or provided
                  respectively.
  Out
        of
        pocket costs and directly allowable internal costs incurred in producing
        the
        above revenues are allocated to “Costs of Revenues” at the time the
        corresponding revenues are recognized. Until such time as Med-eMonitor units
        included in Fixed Assets are deployed in rental programs with sufficient
        scale,
        the related depreciation charges are recorded as period depreciation operating
        expenses.
  ***Product
        Development***
  Product
        development costs are related primarily to the Company obtaining its 15 issued
        U.S. and Foreign and 14 pending U.S. and Foreign patents and patent valuation
        analysis, developing early prototypes and beta products of its Med-e Monitor
        device, development of first, second and third generation databases to monitor
        patient data and remotely program the Med-eMonitor and Med-ePhone devices,
        communications connectivity between the devices and the databases via the
        Internet, continuing improvement of the firmware in the device and Med-eXpert
        software to better meet customer needs, and Website development. Research
        and
        development costs are expensed as incurred.
  ***Income
        Taxes***
  The
        Company accounts for income taxes using the liability method. Accordingly,
        deferred tax assets and liabilities are recognized for the future tax
        consequences attributable to differences between financial statement carrying
        amounts of existing assets and liabilities and their respective tax bases.
        Deferred tax assets and liabilities are measured using enacted tax rates
        expected to apply to taxable income in the years in which those temporary
        differences are expected to be recovered or settled. The effect on deferred
        tax
        assets and liabilities of a change in the tax rate is recognized in income
        or
        expense in the period that the change is effective. Tax benefits are recognized
        when it is probable that the deduction will be sustained. A valuation allowance
        is established when it is more likely than not that all or a portion of a
        deferred tax asset will not be realized.
  ***Advertising***
  The
        cost
        of advertising is expensed as incurred. Advertising costs were $45,805 and
        $10,839 for the year ended December 31, 2007 and 2006,
        respectively.
  ***Discount
        on Notes Payable***
 
 A
        discount on notes payable was recorded by the Company with respect to various
        promissory notes issued during the year ended December 31, 2005. The amount
        of
        the discount was calculated by subtracting the fair market value of the warrants
        or shares of common stock included in the units issued pursuant to the terms
        of
        the private placement. The discount is being amortized over the life of the
        respective promissory notes and recorded as interest expense, but the balance
        of
        which is accelerated in the event respective notes are converted to equity
        and/or paid off in advance of the expected life of the promissory note. As
        of
        December 31, 2006 all previously recorded Discounts on Notes Payable were
        fully
        amortized.
 
 ***Deferred
        Loan Costs***
 
 Deferred
        loan costs are comprised of expenses incurred in connection with the issuance
        of
        promissory notes and include investment banking and legal fees. The discount
        is
        being amortized over the life of the respective promissory notes and recorded
        as
        depreciation and amortization, but the balance of which is accelerated in
        the
        event respective notes are converted to equity and/or paid off in advance
        of the
        expected life of the promissory note. As of December 31, 2006 all deferred
        loan
        costs were fully amortized.
  57
  ***Loss
        Per Share of Common Stock***
  The
        net
        loss per common share is computed using the weighted average number of common
        shares outstanding. Diluted earnings per share (EPS) include additional dilution
        from common stock equivalents, such as stock issuable pursuant to the exercise
        of stock options and warrants. Common stock equivalents were not included
        in the
        computation of diluted earnings per share for the year ended December 31,
        2007
        and 2006 when the Company reported a loss because to do so would be
        anti-dilutive.
  ***Fair
        Value***
  The
        carrying amount reported in the consolidated balance sheet for cash and cash
        equivalents, accounts receivable, accounts payable and accrued expenses
        approximate fair value because of the immediate or short-term maturity of
        these
        financial instruments. The carrying amount reported for notes payable
        approximates fair value because, in general, the interest on the underlying
        instruments fluctuates with market rates.
  ***Stock-Based
        Compensation***
 
 On
        January 1, 2006, the Company adopted Statement of Financial Accounting Standard
        No. 123(R) (“SFAS 123(R)”), *Share-Based
        Payment (as amended)* ,
        using
        the modified prospective method as permitted under SFAS 123(R). Under this
        transition method, compensation cost recognized in the first quarter of 2006
        includes compensation cost for all share-based payments granted prior to
        but not
        yet vested as of December 31, 2005, based on the grant-date fair value estimated
        in accordance with the provisions of SFAS 123. In accordance with the modified
        prospective method of adoption, the Company’s results of operations and
        financial position for prior periods have not been restated.
  On
        August
        21, 2007, the Company granted to employees and board members 12,098,246 options
        based on time of service and 9,942,246 performance options for a total of
        22,040,492 options valued at approximately $1,331,000 and approximately
        $1,094,000 respectively, or a total of $2,425,000. All of the options were
        valued at the fair market value at the time of issuance.
  The
        options to members of the Board of Directors are vested entirely on the basis
        of
        continuous term of service, which is set on a monthly basis over a three
        year
        period, which period is recognized as commencing on October 1, 2006.
  The
        vesting of options to management is split between continuous term(s) of service
        and the achievement of annually set performance targets. The term of service
        used for Dr. Kehr, the Chairman and CEO was set of a one year basis, with
        the
        term commencing on October 1, 2006, and the performance targets vesting as
        of
        December 31, 2007. The vesting of options, to all other members of the
        management team, is also split between the continuous term of service and
        the
        achievement of performance targets set annually by the Board. However, the
        vesting of the options for continuous terms of service for members of management
        are earned on a monthly basis, over a three year period, with the commencement
        date set at October 1, 2006 or the starting date for employment if later,
        and
        the vesting for performance options determined on an annual basis beginning
        as
        of December 31, 2007 for period from January 1, 2007 through to December
        31,
        2007 and continuing for each of the subsequent calendar years.
  The
        Company achieved the requirements for vesting of the performance portion
        of the
        options for the year ending December 31, 2007, which resulted in recognition
        of
        compensation expense of $568,382 under the 2007 Plan. The Company also
        recognized $778,507 of compensation expense associated with the vesting of
        options based on time of service. The fair market value was estimated using
        the
        Black-Sholes model with the following assumptions: no dividend yield, expected
        volatility of 220%, and a risk free interest rate based on the 10 year Treasury
        bill rate at the time of issuance. The term of the options is ten
        years.
  During
        the year ended December 31, 2007, the Company expensed approximately $1,490,300
        for options issued to employees (i.e. $1,346,889 related to the 2007 Plan,
        and
        $143,411 from previously issued plans). As of December 31, 2007, there was
        approximately $1,077,565 of unrecognized compensation expense related to
        non-vested market-based employee stock option awards that is expected to
        be
        recognized through March 31, 2010.
  In
        accordance with SFAS 123R the company recorded $143,410 as stock-based
        compensation for options granted to employees and directors in prior years
        but
        vested during the year period ended December 31, 2007.
  58
  The
        Company measures compensation expense for its non-employee stock-based
        compensation under the Financial Accounting Standards Board (FASB) Emerging
        Issues Task Force (EITF) Issue No. 96-18, “ *Accounting
        for Equity Instruments that are Issued to Other Than Employees for Acquiring,
        or
        in Conjunction with Selling, Goods or Services* ”.
        The
        value of the transaction is based on either the fair value of the option,
        or on
        the value of the services, whichever is more readily determinable. The fair
        value is measured on the date that the commitment for performance by the
        counterparty has been reached or the counterparty’s performance is complete. The
        fair value of the equity instrument is charged directly to compensation expense
        (or to prepaid expense if the underlying services are to be performed over
        a
        fixed period, and then amortized into expense over that period) and credited
        to
        additional paid-in capital.
 
 ***Common
        Stock to be Issued***
 
 The
        Company recognizes Common Stock to be Issued as a liability until the shares
        are
        issued. The amount represents the value assigned to stock which had been
        requested, but was not issued as of December 31, 2006. For the year ended
        December 31, 2006, a total of $2,045,885 of Common Stock to be Issued was
        recognized. A total of 15,280,915 shares of the Company’s common stock were
        issued during 2007 to satisfy this liability.
 
 ***Recent
        Accounting Pronouncements***
 
 In
        June
        2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
        No. 48 (“FIN 48”), *Accounting
        for Uncertainty in Income Taxes* .
        FIN 48
        prescribes detailed guidance for the financial statement recognition,
        measurement and disclosure of uncertain tax positions recognized in an
        enterprise’s financial statements in accordance with FASB Statement
        No. 109, *Accounting
        for Income Taxes* .
        Tax
        positions must meet a more-likely-than-not recognition threshold at the
        effective date to be recognized upon the adoption of FIN 48 and in subsequent
        periods. FIN 48 was effective for fiscal years beginning after December 15,
        2006, and became effective for the Company beginning with the first quarter
        of
        2007, and the provisions of FIN 48 will be applied to all tax positions under
        Statement No. 109 upon initial adoption. The cumulative effect of applying
        the provisions of this interpretation will be reported as an adjustment to
        the
        opening balance of retained earnings for that fiscal year. The Company adopted
        FIN 48 effective January 1, 2007. The adoption of FIN 48 did not require
        an
        adjustment to the opening balance of retained earnings as of January 1, 2007.
        There were no unrecognized tax benefits as of December 31, 2007. There were
        no
        tax interest or penalties incurred during 2007. Tax years from 2004 through
        2007
        remain subject to examination by tax authorities.
  In
        September 2006, the FASB issued SFAS No. 157, *Fair
        Value Measurements* ).
        SFAS
        No. 157 establishes a framework for measuring fair value and expands
        disclosures about fair value measurements. The changes to current practice
        resulting from the application of SFAS No. 157 relate to the definition of
        fair
        value, the methods used to measure fair value and the expanded disclosures
        about
        fair value measurement. SFAS No. 157 is effective for fiscal years beginning
        after November 15, 2007 and interim periods within those fiscal years. The
        Company does not believe that the adoption of the provisions of SFAS No.
        157
        will impact the amounts reported in the financial statements, however,
        additional disclosures will be required regarding the inputs used to develop
        the
        measurements of fair value and the effect of certain measurements reported
        on
        the Statement of Operations.
  In
        February 2007, the FASB issued SFAS No. 159, *The
        Fair Value Option for Financial Assets and Financial
        Liabilities* .
        SFAS
        No. 159 permits entities to choose to measure many financial instruments
        and
        certain other items at fair value that are not currently required to be measured
        at fair value. The objective 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 also establishes presentation
        and disclosure requirements designed to facilitate comparisons between entities
        that choose different measurement attributes for similar types of assets
        and
        liabilities. SFAS No. 159 is effective for financial statements issued for
        fiscal years beginning after November 15, 2007 and will become effective
        for us
        beginning with the first quarter of 2008. The Company has not yet determined
        the
        impact of the adoption of SFAS No. 159 on its financial statements and footnote
        disclosures.
  On
        December 4, 2007, the FASB issued SFAS No.141R, *Business
        Combinations* (SFAS
        No.
        141R). SFAS No. 141R requires the acquiring entity in a business combination
        to
        recognize all the assets acquired and liabilities assumed, establishes the
        acquisition date fair value as the measurement objective for all assets acquired
        and liabilities assumed, and requires the acquirer to expand disclosures
        about
        the nature and financial effect of the business combination. SFAS No. 141R
        is
        effective for 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. Since the standard
        is generally applicable only for acquisitions completed in the future, we
        are
        unable to determine the effect this standard would have on the accounting
        for
        such acquisitions.
  59
  **NOTE
        3 - FIXED ASSETS**
 Fixed
        assets consist of the following at December 31, 2007 and 2006:
  **2007**
              
              **2006****Office
                  and Manufacturing Equipment**
              
              $
              38,457
              
              $
              38,457**Med-eMonitors
                  on operating leases and held for lease**
              
              
              94,260
              
              
              94,260**Computer
                  Equipment and Software**
              
              
              102,826
              
              
              97,830**Equipment
                  under capital leases**
              
              
              45,622
              
              
              45,622**Sub-total**
              
              
              281,165
              
              
              276,169**Less:
                  Accumulated Depreciation**
              
              
              229,511
              
              
              186,856**Net
                  Book Value**
              
              $
              51,654
              
              $
              89,313
 
 Depreciation
        expense for the years ended December 31, 2007 and 2006 was $42,655 and $45,050
        respectively.
 
 **NOTE
        4 - NOTES PAYABLE - OTHER**
  On
        November 14, 2006, the Company entered into a $100,000 short-term promissory
        note and warrant agreement with an existing stockholder. The terms of the
        note
        include a 10% per annum interest rate payable at the end of the 90 day term
        along with the delivery of 10,000 warrants at an exercise price of $0.15.
        The
        term of the note was extended on February 12, 2007 to May 12, 2007, along
        with
        an increase of 100,000 additional warrants valued at $9,000 fair value with
        a
        $9,000 expense recognized as a financing fee for the year ended December
        31,
        2007. These warrants served as consideration for the three month extension
        in
        the term of the Note. As of December 31, 2007, this Note was repaid and fully
        retired.
 
 **NOTE
        6 - OPERATING LEASE** 
  Effective
        March 2004, the Company signed a one year office lease agreement for $2,408
        per
        month. The Company continues to make lease payments on a month to month basis
        at
        a rate of $2,408 per month.
 
 **NOTE
        7 - PROVISION FOR INCOME TAXES**
 
 As
        discussed in Note 2, the Company utilizes the asset and liability method
        of
        accounting for income taxes in accordance with SFAS No.109. The reconciliation
        of the statutory federal rate to the Company’s tax expense (benefit) is as
        follows:
  60
  **2007**
              
              **2006****Amount**
              ****
              **%**
              ****
              **Amount**
              ****
              **%**Income
                  Tax benefit at U.S. federal income tax rate
              
              $
              (1,446,000
              )
              
              34
              
              $
              (1,130,000
              )
              
              34Change
                  in Valuation Allowance
              
              
              1,446,000
              
              
              (34
              )
              
              1,130,000
              
              
              (34
              )Total
              
              $
              -
              
              
              -
              
              $
              -
              
              
              -
  The
        components of deferred tax assets as of December 31, 2007 and December 31,
        2006
        are as follows:
  **2007**
              
              **2006**Deferred
                  tax asset for NOL carryforwards
              
              $
              8,254,000
              
              $
              7,325,000Share
                  Based Compensation
              
              
              517,000
              
              
              -Valuation
                  allowance
              
              
              (8,771,000
              )
              
              (7,325,000
              )Total
              
              $
              -
              
              $
              -
  The
        valuation for the deferred tax assets as of December 31, 2007 and 2006 was
        $8,771,000 and $7,325,000, respectively. The change in the total valuation
        allowance for the years ended December 31, 2007 and 2006 was an increase
        of
        $1,446,000. In assessing the potential for realization of deferred tax assets,
        management considers whether it is more likely than not that all or some
        portion
        of the deferred tax assets will not be realized. The ultimate realization
        of
        deferred tax assets is dependent upon the generation of future taxable income
        during the period in which the net operating losses and temporary differences
        become deductible. Management considered projected future taxable income
        and tax
        planning strategies in making this assessment. At December 31, 2007, the
        Company
        had net operating loss carry forwards for Federal tax purposes of approximately
        $24,277,000, which would be available to offset future taxable income, if
        any,
        through 2027. The amount of federal net operating loss carry forward which
        can
        be utilized in any one period may be limited by federal income tax regulations.
        Based upon the limited operating history of the Company and losses incurred
        to
        date, management has fully reserved the deferred tax asset.
  **NOTE
        8 - EQUITY FINANCING**
  During
        the year ended December 31, 2006 the Company raised a total of $3,426,771
        from
        the following equity offering:
  ***Dawson
        James Preferred Stock Offering*** -
        Pursuant to a confidential Private Placement Memorandum dated December 5,
        2005
        (“PPM4”), as supplemented, we completed the sale of an aggregate of $3,426,771
        of our securities, consisting of 289.5 preferred shares (representing $2,895,000
        principal amount in cash payments) plus 52.5 preferred shares (representing
        $525,000 principal amount of cancelled notes payable), and an additional
        0.6771
        preferred shares for interest expenses. An additional $25,000 of interest
        expense related to the cancelled notes payable converted into shares in this
        offering was accrued as of December 31, 2006. Of the $2,895,000 cash received
        through December 31, 2006 from the funds received under this offering, $496,700
        was paid out in related offering costs, including $100,000 to the placement
        agent (Bruce Meyers of Meyers Associates) as a buy-out of their agreement.
        An
        additional $509,685 was disbursed to repay $481,000 in notes payable, including
        $28,685 in accrued interest thereon. The placement agent received 10% sales
        commissions on the 289.5 preferred shares sold, or $289,500, and an additional
        3% non-accountable expense allowance payment of $86,850, both of which were
        accounted for as issuance costs. The placement agent will also be issued
        4,523,436 shares of common stock as additional issuance cost. The value of
        these
        additional common shares, amounting to $939,625, has been recorded as an
        additional cost charge to “Additional paid-in capital - preferred stock,” with
        an offsetting credit to “Common stock to be issued.” Upon the issuance of these
        common shares, the related values will be transferred from “common stock to be
        issued” to “common stock” and “Additional paid-in capital - common stock.” On
        August 25, 2006, we concluded our money raising activities pursuant to
        PPM4.
  61
  Commencing
        in October 2006 and ending in February 2007, the Company offered an Exchange
        of
        common shares for previously issued preferred stock issued under the Dawson
        James Preferred Stock Offering, and also initiated a new common stock offering
        through Basic Investors (October 16, 2006):
  ***Dawson
        James Exchange Offering*** - On
        October 27, 2006, we issued an exchange offering to the holders of our Series
        A
        preferred stock and related Series A-1 and Series A-2 warrants for the purpose
        of reducing the number of our outstanding warrants. With a reduced number
        of
        Series A-1 and Series A-2 warrants outstanding, we were enabled to increase
        the
        potential funding available under the Private Placement Memorandum dated
        October
        17, 2006 (“PPM5”). The terms of the exchange offering provide for a total
        exchange of 115,000 shares of common stock for each share ($10,000 initial
        investment) of Series A preferred stock and accompanying Series A-1 and Series
        A-2 warrants. On February 12, 2007, we closed the exchange offering, with
        96.4%
        of the funds invested
        under PPM4 electing to accept the exchange offering. Of the total funds
        received, only $123,000, or 12.3 shares of preferred stock, chose not to
        convert
        pursuant to the exchange offering.
  ***Basic
        Investors Common Stock Offering*** - In
        October 16, 2006, we retained Basic Investors, Inc as the placement agent
        for
        PPM5. The terms of PPM5 involved a purchase price per share of common stock
        of
        $0.10, with an accompanying Class C warrant priced at $0.15 for each share
        of
        common stock purchased under the offering. The placement agent received a
        10%
        sales commission, along with a 3% non-accounted allowance for expenses, 1.5
        million restricted shares of common stock and one Class C warrant for every
        ten
        Class C warrants issued in the offering. In addition, we incurred legal costs
        in
        documenting the transactions, as well as an escrow account fee of $2,500.
        On
        February 28, 2007, we closed the offering, with a final level of funding
        of
        $865,000, which was received and recorded in the year ending December 31,
        2006. During
        the year ended December 31, 2007 the Company raised a total of $2,591,000
        from
        the following equity offerings:
  ***Basic
        Investors Common Stock Offering*** - On
        March 23, 2007, the Company retained Basic Investors, Inc as the placement
        agent
        for a new Private Placement agreement (“PPM6”). The terms of this new offering
        matched the terms of the previous PPM5 launched on October 16, 2006, with
        the
        exception that a maximum of $2,000,000 was offered, and no over-subscription
        was
        made available. On
        May
        22, 2007, this offering expired, with a total funding amounting to
        $1,141,000.
  ***Dawson
        James Common Stock Offering*** **** -
        On May
        23, 2007, the Company retained Dawson James Securities, Inc. as the placement
        agent for a new Private Placement agreement (“PPM7”). The terms of this new
        offering matched the terms of the previous PPM6 launched on March 23, 2007,
        with
        the exception that a maximum of $950,000 was offered. The
        Company closed this offering on August 24, 2007, after receiving the full
        $950,000 amount of the offering.
  ***Exercise
        of Warrants on a Discounted Basis (November 19,
        2007)*** - In
        November 2007, the Company received a total of $500,000 from the exercise
        of
        previously issued warrants from the Basic Investors of October 16, 2006.
        In
        connection with this transaction, the Company modified the exercise price
        of the
        original warrant from $0.15 to $0.10, and also issued an additional 7.8 million
        new warrants to facilitate the warrant exercise transaction. In connection
        with
        the new warrant issuance, the investor exercising the earlier issued warrants
        transferred previously issued 144 regulated stocks for free trading shares
        held
        by another investor.
 
 **NOTE
        9 - STOCKHOLDERS’ EQUITY**
 
 ***Common
        Stock***
 
 On
        December 14, 2007, the Company’s Stockholders’ approved a resolution to increase
        the number of authorized common shares from the previously authorized
        200,000,000 effective as of March 14, 2006, to 300,000,000 shares.
 
 For
        the
        year ended December 31, 2006, the Company issued the following shares of
        common
        stock in exchange for services as indicated:
 1)
              500,000
                  shares for investment counseling services, valued at $60,000,2)
              24,494
                  shares to a vendor to satisfy $5,216 in services related to research
                  and
                  development activities,3)
              50,000
                  shares to the consulting company of a former director in settlement
                  of
                  prior commitment obligations valued at $7,500, and
  62
  4)
              3,000
                  shares to the chairman of the Company’s Scientific Advisory Board in
                  satisfaction of services valued at $540.
 
 For
        the
        year ended December 31, 2006, the Company was obligated to issue a total
        of
        4,523,438 shares representing additional consideration to the Placement Agent
        as
        related to confidential Private Placement Memorandum dated December 5, 2005,
        which was valued at $939,625. The other commitments to issue stock involve
        the
        obligations to issue 8,650,000 shares for sales of shares from PPM5, 1,000,000
        shares to the placement agent involved in PPM5 for consulting services, 86,725
        shares to employees for achievement and performance bonuses, 32,000 shares
        outside vendors in lieu of cash payments, and 7,500 shares owed to a member
        of
        the Company’s Scientific Advisory Board for past service.
 
 During
        the year ended December 31, 2007, the Company issued all stock listed as
        Common
        Stock to be Issued as of December 31, 2006, which as of December 31, 2006
        was
        valued at $2,045,885. This included the following:
 1)
              4,523,438
                  shares to Dawson James for Brokerage Fees, valued at
                  $939,625,
 2)
              1,000,000
                  shares to Basic Investors for Consulting Fees, valued at
                  $120,000,
 3)
              287,500
                  shares to various Dawson James Bridge Investors for interest expense
                  on
                  Bridge Loan, valued at $25,000,
 4)
              8,650,000
                  shares to Investors in the Basic Investors PPM5 offering, valued
                  at
                  $865,000,
 5)
              788,407
                  shares to members of InforMedix management for bonuses declared
                  in 2006,
                  valued at $86,725,
 6)
              28,000
                  shares to Mitch Gooze for marketing and sales consulting services,
                  valued
                  at $8,960, and
 7)
              3,570
                  shares to Mill Microsystems for programming services, valued at
                  $575.
 
 In
        addition to issuing all of the shares included in the December 31, 2006 Common
        Stock to be Issued, the Company also issued the following shares during the
        year
        ended December 31, 2007:
 1)
              300,000
                  Shares to the Investors Relations Group for services, valued at
                  $45,000,
 2)
              37,993,368
                  shares in connection with the exchange of the Preferred of 96.41%
                  of the
                  Preferred Shares in the Exchange Offering closed on February 28,
                  2007,
                  which resulted in a net transfer from Preferred Stock to Common
                  Stock,
 3)
              11,410,000
                  shares to investors in PPM6 offered by Basic Investors (March 23,
                  2007),
                  valued at $1,141,000,
 4)
              9,500,000
                  shares to investors in PPM7 offered by Dawson James, valued at
                  $950,000,
 5)
              2,952
                  shares to Mill Microsystems for programming services, valued at
                  $476,
 6)
              35,000
                  shares to Mitch Gooze for marketing and sales consulting services,
                  valued
                  at $11,200,
 7)
              15,000
                  shares to Lou Jaffe for advisory board services, valued at
                  $1,500,
 8)
              15,000
                  shares to Matt Calvin for advisory board services, valued at
                  $1,500,
 9)
              350,000
                  shares to Equity Communications (Steve Chizzik and Ira Weinstein)
                  for
                  payment of outstanding amounts due from earlier Investor and Public
                  Relations services rendered, valued at
                  $35,000,
 10)
              75,000
                  shares to Kevin Cole, for staff recruiting services, valued at
                  $9,000,
                  and
 11)
              5,000,000
                  shares issued to Camofi under the November 2007 exercise of previously
                  issued warrants, valued at
                  $500,000.
 
 ***Preferred
        Stock***
 
 InforMedix
        Holdings, Inc. also has authorized 4,500,000 shares of preferred stock which
        may
        be issued from time to time by the Board of Directors without further
        shareholder approval. No shares of preferred stock had been issued by the
        Company as of December 31, 2005.
 
 Pursuant
        to a confidential Private Placement Memorandum dated December 5, 2005, as
        supplemented (see Note 8), the Company has issued 342.6771 shares of preferred
        stock (including 53.771 such shares issued pursuant to the conversion of
        $525,000 of promissory notes and earned interest) during the year ended December
        31, 2006.
 
 Each
        share of preferred stock is initially convertible into 62,500 shares of common
        stock, at an initial conversion price of $.16 per underlying common share,
        or
        21,417,319 shares of common stock in the aggregate.
 
 The
        fair
        market value of each of the three elements of each of the Units sold, namely
        the
        share of preferred stock, together with the A-1 and A-2 Warrants, each
        exercisable into 31,250 shares of common stock at $.24 and $.32, respectively,
        was calculated using the Black-Scholes method, utilizing the following
        additional assumptions:
 
 Fair
        value price - $.12 to $.24
 Expected
        dividend yield (preferred stock element only) - 8%
 Risk-free
        interest rate - 5.25% to 6.0%
 Expected
        stock price volatility - 54.39% to 81.16%
  63
  Expected
        instrument lives - 5 years
 
 The
        resulting values were allocated pro rata to the three elements of the Units,
        and
        of the $3,426,771 in gross value ($2,895,000 in cash and $531,771 in converted
        notes payable and related earned interest) received during the twelve months
        ended December 31, 2006, $1,060,261 and $934,271 was accordingly allocated
        to
        the warrant value for the A-1 and A-2 Warrants, respectively.
 
 The
        Company also recorded an additional charge to “Discount on preferred stock”
totaling $1,432,239, related to the beneficial conversion feature of the
        preferred stock.
 The
        total
“Discount on preferred stock” arising from the above transactions, and
        aggregating $3,426,771 as of December 31, 2006, was written off as “Accretion,
        deemed preferred stock dividend,” as the underlying preferred stock is
        immediately convertible at the option of the preferred stockholder.
 
 As
        a
        result of the Dawson James Exchange Offering, which was closed on February
        28,
        2007, the Company converted all but 12.3 shares of the 342.6771 shares issued
        under the Dawson James Preferred Offering.
 
 The
        Company plans on contacting each of the remaining Preferred Stockholders
        to
        explore the possibility of retiring all of the remaining 12.3 preferred
        shares.
 
 ***Stock
        Options***
 
 A
        summary
        of stock option transactions during 2007 and 2006 is as follows:
 **Shares*******
                
                **Shares**
                
                **Common
                    Share Range**Balance
                    , December 31, 2005
                
                
                7,637,829
                
                
                2,405,330
                
                
                $0.15
                        to $1.00Granted/Vested
                    during 2006
                
                
                305,020
                
                
                3,785,886
                
                
                $0.15
                          to $1.00Exercised
                    during 2006
                
                
                -
                
                
                -
                
                
                $0.00Expired
                    during 2006
                
                
                (457,251
                )
                
                -
                
                
                $0.30
                          to $1.00Balance
                    , December 31, 2006
                
                
                8,400,100
                
                
                6,191,216
                
                
                $0.00Granted/Vested
                    during 2007
                
                
                19,780,471
                
                
                12,616,341
                
                
                $0.11
                          to $1.00Exercised
                    during 2007
                
                
                -
                
                
                -
                
                
                $0.11
                          to $1.00Balance,
                    December 31, 2007 *
                
                
                28,180,571
                
                
                18,807,557
                
                
                $0.11
                          to $1.00
  ***
                *Excludes
                    21,000,000 options granted to Bruce A. Kehr in January
                    2008.*
  Information
        with respect to stock options that are outstanding at December 31, 2007 is
        as
        follows:
 **Number
                    of**
                  **Options
                    Currently**
                
                
                
                **Weighted
                    Average****Exercisable
                    at**
                
                **Weighted
                    Average**
                
                **Exercise
                    Price****Range
                    of**
                
                **December**
                
                **Remaining**
                
                **of
                      Options****Exercise
                    Prices**
                
                **31,
                    2007**
                
                **Contractual
                    Life**
                
                **Currently
                    Exerciseable**$0.11
                    to $1.00
                
                18,807,557
                
                4.1
                    years
                
                $0.18
  ***Warrants***
 
 A
        summary
        of warrant transactions during 2007 and 2006 is as follows:
  64
 
  **Warrant**
                
                **Vested**
                
                **Exercise**
                  **Price
                    per**
                  **Common
                    Share****Shares**
                
                **Shares**
                
                **Range**Balance
                    , December 31, 2005
                
                
                10,272,846
                
                
                10,272,846
                
                
                $0.10
                          to $3.00Granted/Vested
                    during 2006
                
                
                10,597,888
                
                
                10,597,888
                
                
                $0.15Exercised
                    during 2006
                
                
                -
                
                
                -
                
                
                $0.00Balance
                    , December 31, 2006
                
                
                20,870,734
                
                
                20,870,734
                
                
                $0.10
                          to $3.00Granted/Vested
                    during 2007
                
                
                30,997,112
                
                
                30,997,112
                
                
                $0.10
                          to $0.15Exercised
                    during 2007
                
                
                (5,000,000
                )
                
                (5,000,000
                )
                
                $0.10Balance
                    , December 31, 2007
                
                
                46,867,846
                
                
                46,867,846
                
                
                $0.10
                          to $3.00
  Information
        with respect to warrants outstanding and exercisable as of December 31, 2007
        is
        as follows:
 **Number
                    of**
                  **Warrants
                    Currently**
                
                
                
                **Weighted
                    Average****Exercisable
                    at**
                
                **Weighted
                    Average**
                
                **Exercise
                    Price****Range
                    of**
                
                **December**
                
                **Remaining**
                
                **of
                    Warrants****Exercise
                    Prices**
                
                **31,
                    2007**
                
                **Contractual
                    Life**
                
                **Currently
                    Exerciseable**$0.10
                    to $3.00
                
                46,867,846
                
                8.8
                    years
                
                $0.18
  **NOTE
        10 - COMMITMENTS AND CONTINGENCIES**
 ***Employment
        Agreements***
  On
        June
        30, 2007, the employment agreement with the CEO, which was due to expire,
        was
        extended through August 31, 2007, and subsequently further extended through
        October 30, 2007, and December 31, 2007. The Compensation Committee has engaged
        Compensia, a firm specializing in senior management compensation to evaluate
        an
        appropriate compensation range, from which the Compensation Committee can
        negotiate a new multi-year agreement. The Compensation Committee negotiated
        a
        new agreement with the CEO, which agreement was approved by the Board in
        February 2008.
  ***Consulting
        Agreements***
  On
        March
        15, 2006, the Company retained Equity Communications, LLC as the Company's
        financial public relations advisor for a one-year term, with total cash
        compensation of $72,000, payable in 12 monthly payments of $6,000. In addition,
        the Company also issued pursuant to this agreement an option to purchase
        759,569
        shares of the Company's common stock at an exercise price of $.20, and which
        vests in quarterly increments on the three-month anniversaries of the date
        of
        the agreement. For accounting purposes the value of this option was calculated
        as $81,873, which has been recorded as a charge to “Prepaid Expenses” and will
        be amortized into expense at the rate of 1/12 th per
        month. As of December 31, 2006, $61,404 had been expensed. The Company did
        not
        renew this agreement, but made a change of advisors as cited below. In
        settlement of all outstanding amounts and retirement of the 759,569 options
        discussed above, the Company remitted cash payments for $35,000, along with
        a
        commitment to issues 350,000 fully paid shares of the Company’s common stock
        valued with a fair value $35,000, part of which was issued for the retirement
        of
        options, and the remainder in settlement of fees earned and expenses
        incurred.
  In
        May
        2006, the Company entered into a consulting agreement with Mitch Gooze, and
        his
        consulting company Customer Manufacturing Group (“CMG”), to provide sales
        consulting services for an initial term of three months, commencing July
        1,
        2006. Compensation consists of a monthly cash payment to CMG of $2,500 and
        a
        monthly grant of 7,000 shares of common stock to Mitch Gooze individually.
        As of
        September 30, 2007, shares due under this agreement were included in the
        Common
        Stock to be Issued, and $20,160 had been expensed. This agreement was not
        extended beyond June 30, 2007. Mr. Gooze now provides services to InforMedix
        on
        an as needed assignment basis.
  65
  In
        June
        2006, the Company entered into a consulting agreement with Peter Levitch,
        in
        connection with providing support on business development matters. The term
        of
        the engagement is for one year, effective June 1, 2006. Compensation consists
        of
        a warrant to purchase 144,000 shares of the Company's common stock at an
        exercise price of $.32, vesting in 1/12 th monthly
        increments. For accounting purposes the value of this option was calculated
        as
        $21,600, which has been recorded as a charge to “Prepaid expense” and will be
        amortized into expense at the rate of 1/12 th per
        month, commencing June 1, 2006. As of September 30, 2007, the charge was
        fully
        recognized.
  In
        December 2006, the Company entered into a consulting agreement with CMS
        International, in connection with certain efforts to improve the awareness
        of
        InforMedix and more specifically the Med-eMonitor to governmental and other
        potential third party insurers and related parties. The Company believes
        that
        the Med-eMonitor is the type of appliance, which could be used by governmental
        authorities to expand the services realized from current expenditures, while
        also providing private insurers and related parties with significant cost
        saving
        opportunities, through reduced hospitalizations and lessened demands for
        interactions with skilled caregivers, while also promoting improved health
        among
        both the aging and multiple medication populations. The relationship was
        initially launched as a six month program, with a monthly retainer of $15,000
        and a $25,000 initial fee. The agreement also contains certain bonus features
        based on achievements. As of September 30, 2007, $143,484 had been expensed
        as
        fees and expense reimbursements.
  In
        March
        2007, the Company opted to make a change in its Investor Relations and Public
        Relations efforts, by engaging The Investor Relations Group (“IRG”), located in
        New York City. This agreement is for one year term at a monthly fee of $17,500,
        and includes all Investor and Public Relations efforts and the overall
        management of the corporate communications program. In addition, 300,000
        shares
        of the Company's common stock was issued as an initial fee in March 2007,
        and
        for accounting purposes was valued at a fair value of $45,000.
  In
        August
        2007, the Company opted to discontinue the Investor Relations portion of
        the
        agreement with IRG, with the decision to concentrate the efforts of IRG on
        public relation related to the Company’s retail efforts through
        pharmacies.
  The
        Company is party to other consulting agreements with various third parties
        for
        the development of software and production of the monitors.
  ***2007
        Equity Incentive Plan***
  In
        August
        2007, the Company adopted an Equity Incentive Plan, which is administered
        by the
        Board of Directors and has 31,400,000 shares available under the plan. The
        Company granted approximately 12,098,000 options and approximately 9,942,000
        performance options for a total of approximately 22,040,000 options valued
        at
        approximately $1,331,000 and approximately $1,094,000 respectively, or a
        total
        of $2,425,000. All of the options were valued at the fair market value at
        the
        time of issuance **.**
 
 ***Other:***
 
 On
        October 18 and 23, 2007, the Company announced retail agreements with Eaton’s
        Apothecary of Greater Boston and American Pharmacies of Texas to market the
        Company's Med-eMonitor through their pharmacists. This effort will initially
        begin with selected individual pharmacies within the groups, to assure a
        smooth
        delivery and implementation process,
 
 ***Production
        Agreement***
 
 The
        Company has a production agreement with a third party contract manufacturer
        which completed the production of the 750 additional units of the Med-eMonitor
        device delivered in 2007.
 
 The
        new
        production agreement calls for the production of 1,500 additional Med-eMonitors
        units for delivery during the first half of 2008. The new units will be produced
        in quantities of 250 units. To shorten the production time, the Company provided
        the manufacturer with a deposit of $50,000 to purchase items which normally
        have
        a longer lead time to acquire. As the future units are completed, additional
        deposits may be necessary.
 
 Under
        the
        terms of the production agreement, the new units will have a cost to the
        Company
        of approximately $360 per unit.
  66
  **NOTE
        11-**  **GOING
        CONCERN**
  As
        shown
        in the accompanying consolidated financial statements, as is typical of
        companies going through early-stage development of intellectual property,
        and
        products and services, the Company incurred net operating losses for the
        years
        ended December 31, 2007 and 2006. There is no guarantee whether the Company
        will
        be able to generate enough revenue and/or raise capital to support current
        operations and expand sales. This raises doubt about the Company’s ability to
        continue as a going concern.
 
 In
        March
        2008, the Company entered into an agreement with Murdock Capital Partners
        (“MCP”) based on New York City. Murdock will provide InforMedix with capital
        market advisory services, advice concerning financial matters, including
        raising
        additional capital (which will initially involve raising $1.0 to $ 1.3 million
        of convertible bridge financing), guidance with merger and acquisition
        opportunities, pursuit of exchange listings, Sarbanes Oxley requirements,
        investor relations services, other related services such as meeting with
        current
        MCP and other highly sophisticated micro cap oriented investors, and general
        ramp up efforts of the Company’s basic businesses.
 
 In
        addition, once the Company completes its current convertible bridge financing
        offering, it is anticipated that Management will be able to direct its focus
        on
        expanding the business as opposed to financing the immediate needs of the
        business.
 
 **NOTE
        12 - PATENTS**
 
 The
        Company has been successful in securing 15 issued U.S. and Foreign patents
        pertaining to devices and methods to prompt and record patient information,
        including the Med-eMonitor System. The Company believes, as a result of an
        independent valuation of its patents, that it owns the “pioneer” patent
        portfolio in medication compliance and patient monitoring, as its patents
        have
        been cited as prior art in over 154 issued patents. In addition, there are
        14
        pending U.S. and Foreign patents. Two of the 15 issued patents may no longer
        be
        asserted. The cost in obtaining these patents has been expensed as a research
        and development expense by the Company in the year that the costs pertained
        to
        in accordance with SOP 98-1.
  **NOTE
        13 - CUSTOMER CONCENTRATION**
 
 The
        Company leases a substantial portion of its product to a limited number of
        customers. During the year ended December 31, 2007, revenue from the Company’s
        five largest customers, aggregated $287,292, or approximately 94% of total
        net
        revenue; revenue to the Company’s largest customer represented approximately 41%
        of total net revenue and was generated from a one year grant. At December
        31,
        2007, amounts due from these customers were $70,341. This concentration makes
        the Company vulnerable to a near-term adverse impact, should the relationship
        be
        terminated or otherwise not replaced.
  67


**NOTE
      14 - SUBSEQUENT EVENTS**








On
      January 10, 2008, the Board of Directors (the “Board”) approved and adopted the
      Company’s 2008 Equity Incentive Plan, which supercedes, amends and restates the
      previously issued 2007 Equity Incentive Plan, which was approved by the
      Company’s stockholders at the 2007 annual meeting of stockholders. Concurrent
      with the adoption of the 2008 Equity Incentive Plan, the Board approved three
      option grants to Bruce A. Kehr, the Company’s Chief Executive Officer and
      Chairman of the Board, each with an exercise price equal to the fair market
      value of the Company’s common stock on that date. The three option grants (i.e.
      7.5, 7.0 and 6.5 million options) vest over three years, and are each subject
      to
      achieving performance targets established by the Board, and a portion for
      continued time of service. One of the grants is also subject to achieving fund
      raising targets.





In
      February of 2008, the Company announced the completion of an Amended and
      Restated Employment Agreement with Bruce A. Kehr, M.D., the CEO of the Company.
      This Agreement ensures the continuation of Dr. Kehr’s employment with the
      Company through January 31, 2011. In connection with this new agreement, the
      Board of Directors also adopted the 2008 Equity Incentive Plan, which increased
      the cumulative shares available under all Equity Incentive Plans to nearly
      20%
      of the total authorized shares of the Company’s common stock.





In
      February of 2008, the Company also reported an Amendment in the relationship
      with ADT-WellHealth (a division of ADT Security, Tyco), wherein, ADT expanded
      its relationship with InforMedix to include the following involvements,
      namely:


1)
            Introduction
                and contract with the University of Michigan in an initial program
                calling
                for the use of 200 Med-eMonitors in cardiac programs offered by the
                Health
                Center.


2)
            Use
                of the Med-eMonitor with diabetic employees of Tyco North
                America.


3)
            Announcing
                that InforMedix is the preferred provider for additional ADT-WellHealth
                programs and trials.


4)
            Agreement
                between the parties to discuss a co-branding of the
                Med-eMonitor.


5)
            Agreement
                to work on mutually acceptable press releases,
                and


6)
            Agreement
                by ADT WellHealth management to reasonably cooperate in Due Diligence
                efforts by the Company’s Investment Bankers and significant
                investors.





InforMedix
      also agreed to give ADT a 30 day right to negotiate with us in the event
      the Company is presented with any Sale and or Merger opportunities.




68




The
      Company also announced in February 2008 that it has entered into a marketing
      and
      sales distribution agreement with Creative Tecknologies (“CA”), a sophisticated
      and high-end Canadian home security provider. CA intends to market and sell
      the
      Med-eMonitor to its current customer base, and through its extensive
      relationships with Canadian pharmacies. CA also will pursue gaining approval
      for
      reimbursement from Canada Health (Federal) and provincial health care
      agencies.





In
      March
      2008, the Company appeared in an article in USA Today, which focused on the
      Med-eMonitor. The Company has been very proactive in getting the message
      conveyed regarding the average medication adherence rates of 90% or better,
      which have been repeatedly demonstrated continually through the use of the
      Med-eMonitor. This article and other similar articles focused on medication
      adherence are recurring with greater frequency. The Company believes the
      increased exposure should increase market demand for services such as those
      offered by InforMedix.





Also
      in
      March 2008, the Company received the results of the HIV program conducted at
      the
      University of California, San Francisco, which reported that patient who used
      the Med-eMonitor had achieved medication adherence rates of 89.5%. It was
      reported that this population included many drug abuse patients, as well as
      near
      homeless patients, which added greater emphasis on the high level of medication
      adherence resulting from the use of the Med-eMonitor. This information was
      subsequently reported in Forbes magazine.


69


SIGNATURES





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





Dated:
                April 8, 2008
            **InforMedix
                Holdings, Inc.**By:
            *s/Bruce
                A. Kehr*Bruce
                A. Kehr, Chief Executive Officer(Principal
                executive officer)By:
            *s/Harry
                M. Stokes*Harry
                M. Stokes, Chief Financial Officer(Principal
                financial officer)


70





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.





*/****s/
                Bruce A. Kehr, M.D*****.**
            
            Chairman
                of the Board andBruce
                A. Kehr
            
            Chief
                Executive Officer(Principal
                Executive Officer)
            
            April
                8, 2008***/
                s/ Harry M. Stokes***
            
            Chief
                Financial OfficerHarry
                M. Stokes
            
            (Principal
                Financial Officer)
            
            April
                8, 2008***/s/
                Rhonda B. Friedman, Sc. D***
            
            Director
            
            April
                8, 2008Rhonda
                B, Friedman***/s/
                Harris Kaplan***
            
            Director
            
            April
                8, 2008Harris
                Kaplan***/s/
                Philip J, Gross***
            
            Director
            
            April
                8, 2008Philip
                J. Gross***/s
                / Bruce S. Morra***
            
            Director
            
            April
                8, 2008Bruce
                S. Morra***/s/
                David N. Nash***
            
            Director
            
            April
                8, 2008David
                N. Nash


71





**InforMedix
      Holdings, Inc.**





**Annual
      Report on Form 10-KSB**


**Fiscal
      Year Ended December 31, 2007**





**EXHIBIT
      INDEX**





**Exhibit**
              **Number**
            
            **Description*****Exhibits
                attached to this Form 10-KSB***:**31.1**
            
            Certification
                pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 2002.***31.2**
            
            Certification
                pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 2002.***32.1**
            
            Certification
                pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
                the
                Sarbanes-Oxley Act of 2002.***32.2**
            
            Certification
                pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
                the
                Sarbanes-Oxley Act of 2002.*




***Exhibits
      incorporated into this Report by Reference are as follows:***


3.1
            Articles
                of Incorporation, as amended (1)3.2
            Certificate
                of Designation for Series A Preferred Stock3.3
            Bylaws,
                as amended (2)4.1
            Specimen
                common stock certificate (1)4.2
            Specimen
                Class A Warrant certificate (1)4.3
            Specimen
                Bridge Warrant certificate (3)4.4
            Specimen
                Class A Warrant certificate from Private Placement (3)4.5
            Specimen
                Class B Warrant certificate from Private Placement (3)4.6
            Specimen
                Placement Agent Warrant certificate from Private Placement
                (3)4.7
            Specimen
                Series A-1 Warrant certificate *4.8
            Specimen
                Series A-2 Warrant certificate *4.9
            Specimen
                Class C Warrant certificate *4.10
            Specimen
                Class D Warrant certificate *10.1
            Amended
                and Restated Employment Agreement dated February 1, 2008 between the
                Registrant and Bruce A. Kehr, as amended (4)10.2
            Employment
                Agreement dated September 28, 2006 between the Registrant and Harry
                M.
                Stokes (5)10.3
            Employment
                Agreement dated February 15, 2004, between the Registrant and Davison
                R.
                Dulin. (6)10.4
            Lease
                dated March 1, 2003, by and between Augusto Tono and InforMedix Inc.
                (4)10.5
            Form
                Investor Subscription Documents dated December 5, 2005
                *10.6
            Form
                Registration Rights Agreement dated December, 2005 *10.7
            Form
                Investor Subscription Documents dated October 17, 2006
                *




72




10.8
            Form
                Registration Rights Agreement dated October, 2006 *10.9
            Form
                Exchange Agreement Subscription Documents dated October 27, 2006
                *10.10
            Form
                Registration Rights Agreement dated October, 2006 *10.11
            Form
                Investor Subscription Documents dated March 23, 2007 *10.12
            Form
                Registration Rights Agreement dated March, 2007 *10.13
            Form
                Investor Subscription Documents dated May 23, 2007 *10.14
            Form
                Registration Rights Agreement dated May, 2007 *10.15
            2003
                Stock Incentive Plan10.16
            2004
                Stock Incentive Plan (7)10.17
            2008
                Equity Incentive Plan*10.18
            Form
              2007 Equity Incentive Plan Stock Option Agreement *10.19
            Form
              2008 Equity Incentive Plan Stock Option Agreement *14.1
            Code
                of Ethics (6)21.1
            List
                of Subsidiaries *23.1
            Consent
                ofBagell,
                Josephs & Company, LLC *23.2
            Consent
                of Morison & Cogen, LLP *











*
            Filed
                Herewith.


(1)
            Incorporated
                by reference to an exhibit to the Registration Statement on Form
                SB-2 of
                the Registrant (File No. 333-45774), filed with the Securities and
                Exchange Commission on September 14,
                2000.


(2)
            Incorporated
                by reference to an exhibit to the Quarterly Report on Form 10-QSB
                of the
                Registrant for the quarter ended March 31, 2003, filed with the Securities
                and Exchange Commission on May 14,
                2003.


(3)
            Incorporated
                by reference to an exhibit to the Registration Statement on Form
                SB-2 of
                the Registrant (File No. 333-112726), filed with the Securities and
                Exchange Commission on February 11,
                2004.


(4)
            Incorporated
                by reference to an exhibit to the Current Report of Form 8k, filed
                with
                the Securities and Exchange Commission on February 22,
                2008.


(5)
            Incorporated
                by reference to an exhibit to the Current Report on form 8-K of the
                Registrant, filed with the Securities and Exchange Commission on
                October
                4, 2006.


(6)
            Incorporated
                by reference to an exhibit to the Annual Report on Form 10-KSB of
                the
                Registrant for the year ended December 31, 2003, filed with the Securities
                and Exchange Commission on April 5,
                2004.


(7)
            Incorporated
                by reference to an exhibit to the Definitive Proxy Statement of the
                Registrant filed with the Securities and Exchange Commission on September
                10, 2004.






73