UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D. C. 20549


FORM
10-K





x
            Annual
      Report to Section 13 or 15(d) of the Securities Exchange Act of 1934 For
      the Fiscal Year ended December 31,
2009.





 ̈
            Transition
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934





For the
transition period from _____________to______________





Commission
File No. 0-23416




MODERN
MEDICAL MODALITIES CORPORATION


(Exact
name of registrant as specified in its charter)





New
      Jersey
            
            22-3059258(State
      or other jurisdiction of
            
            (I.R.S.
      Employer Identification No.)Incorporation
      or organization)





439
      Chestnut Street, Union, NJ 07083(Address
      of principal executive offices) (Zip
code)





Registrant's
      telephone number, including area code:
              (908)
      687-8840Securities
      registered pursuant to Section 12(b) of the
Act:





Title
      of each Class Name of each Exchange on which RegisteredNot
      Applicable None





Securities
registered pursuant to Section 12(g) of the Act:





Common Stock, $.0002 Par
Value


(Title
of Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes o No ý





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes o No ý





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





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not 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-K or any amendment to this Form 10-K. o





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





Large
accelerated filer    o       Accelerated
filer   o        Non-accelerated
filer    o       Smaller
reporting company   ý





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





The
aggregate market value of the voting stock held by non-affiliates based upon the
last sale price on March24,2010 was approximately
$183,454.66.





As of
June 30, 2009 there were 25,323,385 shares of Common Stock, par value $.0002 per
share, outstanding










FORWARD
LOOKING STATEMENTS





Some of
the statements under “Management’s Discussion and Analysis of Financial
Condition or Plan of Operations,” and “Description of Business” in this Annual
Report on Form 10-K are forward-looking statements.  These statements
involve known and unknown risks, uncertainties and other factors that may cause
our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance,
or achievements expressed or implied by forward-looking statements.





In some
cases, you can identify forward-looking statements by terminology such as “may,”
“should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative
of these terms or other comparable terminology.  You should read
statements that contain these words carefully, because they discuss our
expectations about our future operating results or our future financial
condition or state other “forward-looking” information.  There may be
events in the future that we are not able to accurately predict or
control.  Before you invest in our securities, you should be aware
that the occurrence of any of the events described in this Annual Report could
substantially harm our business, results of operations and financial condition,
and that upon the occurrence of any of these events, the trading price of our
securities could decline and you could lose all or part of your
investment.  Although we believe that the expectations reflected in
the forward-looking statements are reasonable, we cannot guarantee future
results, growth rates, levels of activity, performance or
achievements.  We are under no duty to update any of the
forward-looking statements after the date of this Annual Report to conform these
statements to actual results.





PART
I





Item 1 –
Business:





Weprovide cloud computing
driven, healthcare administrative and information services that are supported by
our advanced, web-based, enterprise-wide information system. Our healthcare
administrative and information services have the capacity to service
multi-specialty healthcare markets. The healthcare administrative and
information services include human resources, supply management, medical
customer relationship management (CRM), electronic health records, patient
billing and accounts receivables services, claims adjudication services, and
business intelligence services.





We intend
to focus on providing outsourced administrative and information services through
our wholly-owned subsidiary HealthIXS Corporation, in order to expand into the
more profitable information and administrative services
markets.





We may
also diversify and invest in businesses or ventures that may or may not be
synergistic with our past operations or our remaining information and
administrative services business operated by HealthIXS
Corporation.  We have identified a new business opportunity and
investment, and have entered into discussions and a due diligence process with a
company in another industry (see Note 17 - Subsequent Events).





We have
also positioned ourselves to expand our business and participate more in
outsourced management services and the expanding, more profitable administrative
and information services markets. In order to support our business expansion, we
have added customizations to our acquired information system and derivative
software obtained through special licensing terms to produce a more
comprehensive integrated information system that will allow us to provide better
administrative and information services and improve overall
profitability.





On a
consolidated basis, we currently recognize the majority of our revenues from a
range of healthcare administrative and information services that are supported
by our advanced, web-based, enterprise-wide information system that allow us to
leverage our common information system platform, in order to potentially
increase operating income once fixed costs are more rapidly covered with higher
volumes of administrative and information services performed as the healthcare
outpatient services and related markets to continue to grow and operate within
larger networks.





We and
our wholly-owned subsidiaries Union Imaging Associates, Inc. (“UIA”), Union
Imaging Center, LLC (“UIC”) and PET Scan at Union Imaging, LLC (“PET”) (UIA, UIC
and PET, each a “Seller Company”, collectively, the “Seller Companies”) entered
into an Asset Purchase Agreement (the “Agreement”) with New Jersey Imaging
Partners, Inc., a New Jersey corporation (“NJIP”), and NJIP’s parent corporation
RadNet, Inc., a Delaware corporation whose common stock is publicly traded on
the NASDAQ Global Market under the symbol RDNT (“RadNet”), pursuant to which
NJIP agreed to purchase substantially all of the assets of the Seller Companies
that are used in connection with the Seller Companies’ diagnostic imaging
business (the “Asset Sale”), for cash consideration of $5,000,000 (the “Cash
Consideration”) plus 75,000 shares of restricted common stock of
RDNT.  Other than in respect of the Asset Sale, there is no material
relationship between NJIP or RDNT and us, or any of our affiliates, or any of
our directors or officers, or any associate of any such director or officer.
NJIP, RadNet and the Seller Companies have completed  the Asset Sale
on December 31, 2009.





On
December 31, 2009, HealthIXS Corporation, a Delaware corporation and wholly
owned subsidiary of Modern Medical Modalities Corporation (“MODM”), entered into
a Business Collaboration Agreement (the “Collaboration Agreement”) with RadNet
Management, Inc., a California corporation (“RadNet Management”), and New Jersey
Imaging Partners, Inc., a New Jersey corporation (“NJIP”), each of which is a
wholly-owned subsidiary of RadNet.  RadNet Management and NJIP are
referred to herein collectively as “RadNet”.  Pursuant to the
Collaboration Agreement, RadNet agreed to license from HealthIXS, on a
non-exclusive basis for an initial term of one year, the private labeled RadNet
Derivative Information System (“RADIS”) based on proprietary software of
HealthIXS designed to provide information technology services to the healthcare
sector.  RadNet agreed to pay HealthIXS a cash license fee payable in
12 equal monthly installments, starting with the signing of the agreement, plus
a single balloon payment in one year from the date of the
agreement.  The amount of the fee is the subject of a confidential
treatment request filed by us with the Securities and Exchange
Commission.  For no additional fee, HealthIXS will provide RadNet with
certain technical support and maintenance services with respect to the licensed
RADIS product during the initial term of the Collaboration
Agreement.   HealthIXS will retain all rights, title and interest
in the HealthIXS and RADIS systems and related intellectual property rights;
provided, however, that RadNet will own all rights, title and interest in custom
software developed by HealthIXS exclusively for RADNET pursuant the
Collaboration Agreement or statements of work thereunder. Either party may
terminate the Collaboration Agreement in the event of any material breach by the
other party if the breach continues and is not cured within 30 days of receipt
of written notice from the non-breaching party.





2


Our
services:





We
provide healthcare administrative and information services to healthcare
industry and have the capacity to service multi-specialty healthcare markets.
The healthcare administrative and information services we provide include human
resources, supply management, medical customer relationship management (CRM),
electronic health records, patient billing and accounts receivables services,
claims adjudication services, and business intelligence services.





Human
resource services:





Our human
resource services support all types of personnel: including employees and
contractors. The personnel records functionality includes demographics, payroll,
contacts, references, documents, position assignment, continuing education and
more. The employee benefits functionality helps manage insurance, accounts such
as 401Ks and FSAs, and time off benefits. The resource scheduling functionality
helps manage schedules, time clocks, and attendance. The position control
functionality defines your organization; helps manage interviews, hiring, and
separation activities.





Supply
management services:





The
supply management provides inventory control, receiving and distribution
functionality. The inventory control tracks medical supplies and equipment. The
inventory control has features for reorder and warning levels of stock with one
or multi-facility configurations, manages inventory across multiple locations
and owners. The inventory functionality also supports scanning with bar-coding
and SKU tracking. The supply management also supports purchasing, vendor
management and contract management. Purchase orders creation and flexible
processing functionality is included, and integrates with accounts payable with
various levels of approval processing for managers included. The purchasing
functionality also includes requisitions functionality, which interacts
seamlessly with inventory for an accurate flow of data throughout the supply
chain.





Medical
customer relationship management (CRM) services:





The
medical CRM services include marketing, contact management, pricing and
promotions-functionality. The marketing functionality is designed for any type
of business workflow including professional services, and wholesale, retail
items, and is tuned for the services industries such as health care. The
marketing functionality also includes special processes that assist with
determining costing and pricing scenarios, and includes promotions functionality
that assists with the planning and execution of overall marketing and
advertising campaigns and tracking return on investment. The medical CRM also
includes sales functionality such as proposals, customer orders, and sales
tracking. The sales funtionality is also tuned to support services companies,
and includes quotes and proposals. The sales functionality also includes
features for managing sales taxes, shipping activities, and on-line customer
tracking through a customer portal.  The sales functionality also
supports customers that have multiple types of accounts, including pay-at order,
monthly revolving, quarterly, and more. The medical CRM also includes customer
services functionality that includes customer accounts management,
consumer/patient portal, customer support and service
functionality.





Electronic
health records:





The
electronic health records assists physicians and healthcare workers in
collecting and managing electronic data for the Patient’s visits, status and
history, including a complete past medical history, medications, allergies and
alerts and family history. All encounters record clinical documentation,
including narratives, for all procedures, treatments and services, SOAP Notes,
Exams, Vital Signs, and Education and Teaching.  There’s also an electronic
prescription function, and printable, reader friendly reports.





3




Patient
billing and accounts receivable services:





The
patient billing manages multiple types of billing: Third party ambulatory and
out-patient claims with printed HCFA and 837 electronic claims, and patient
billing with customized statements.  Front-end user application like
Registration and Scheduling facilitates all necessary data entry, insurance
information, and processing of encounters from the physician’s portal.
Audit trails, payments, adjustments, denials, re-submissions, on-line viewing of
electronic files are supported. Supports in-house or outsource patient statement
printing. Patient accounts receivable from receipt posting, line-item
allocations, and aging of accounts, to collections processing. Supports detailed
EOR posting, managed care adjustments, claims-follow up tracking, refund
processing, reverse adjustments, and custom codes.  Patient account
history and all statements are available on-line for easy reviewing and consumer
support.





Claims
adjudication services:





The
claims adjudication services include member services and enrollment with
eligibility functionality and processing of healthcare services
review.  Ability to enter claims and adjudicate them based on
membership, health plan, and contract information.  Over 200
adjudication formulas provided include decisions on referrals and
authorizations, not covered and excluded, eligibility verification, eligible
expense, rate cutbacks, percentages, flat rates, capitation and much
more.  Produces an explanation of reimbursement for the provider on a
per claim and multiple claim basis.  Produces explanation of benefits
for the member; and tracks providers, networks, funds and accounts for
payments.





Business
intelligence services:





The
business intelligence includes a web-portal and graphical screens/forms
including multi-viewing dashboards with powerful, formula-driven key
productivity indicators, derived from knowledge and data that span the
enterprise as well as departmental sections. The business intelligence can be
used to easily drill-down on further details as needed, is integrated with
charting tools to produce additional customized high quality charts, maps and
graphs, and includes on-line reports.




Delivery
of our services:





We
deliver our services to customers either through our hosted information center
or direct contractual arrangements with outpatient clinics that prefer to use
their own computer hosting environment. We may acquire companies or contract
with outpatient clinics utilizing a variety of ownership vehicles and
collaborative agreements. Presently, we contract with an outside hosting service
to help serve as our information center and have a business collaboration
agreement with a large network of outpatient clinics.





Our
growth strategy and marketing plan:





We have
also positioned ourselves to expand our business and participate more in
outsourced management services and the expanding, more profitable administrative
and information services markets. In order to support our business expansion, we
have added customizations to our acquired information system to produce a more
comprehensive integrated information system that will allow us to provide better
administrative and information services and improve overall
profitability.





We are
pursuing a strategy of building a network of more participants using our
comprehensive information  system to deliver cloud computing based
healthcare administrative and information services. In addition to acquiring new
business, we expect to engage in intensive marketing in areas of general and
specialized physician groups and other outpatient facilities, health maintenance
organizations (HMO’s), preferred provider organizations (PPO’s), third party
administrators, and insurance companies. These large industry segments have
fragmented information systems issues and will be receptive to our outsourcing
solutions. In addition, our administrative and information services can be
easily demonstrated over the internet, and we expect to obtain multi-site or
networks over a planned contract term of 3 to 5 years.





We expect
to initially focus on winning several highly leverage-able contracts, which can
subscribe to our administrative and information services for specialized
networked needs such as billing and business intelligence. We have signed a
business collaboration agreement (BCA) with a radiology chain of clinics with
over 170clinics,
and plan to sign additional business collaboration agreements. We also plan to
rapidly capture market share through accretive acquisitions and the
cross-selling of our HealthIXS Information System based administrative and
information services.





We apply
a variety of criteria in evaluating each prospective customer. These criteria
include: (a) the extent of the customers' present services; (b) its competitive
environment; (c) the size and type of facility; (d) the number of referring
physicians and their specialties; (e) patient volume; and (f) the nature of the
payers (private insurance programs, government reimbursement programs or other
health or medical organizations) involved.





4





Governmental
reimbursement and regulations of our business:





In our
business, we work with healthcare providers such as physician groups that pay us
for our services that rely on third party reimbursement for payment of services,
which includes the federal government. The reimbursements are predominantly paid
either directly by third-party payors or by their customers, which in turn
receive reimbursement from such sources. Extensive payment delays are not
uncommon and may adversely affect our operations while awaiting
payment.





Regulations:





Congress
has enacted certain legislation, referred to as Anti-Kickback Laws, in order to
curb the potential for fraud and abuse under the Medicare and Medicaid programs.
Anti-Kickback Laws prohibit the payment or receipt for referring patients to a
healthcare provider if such payments may be made in whole or in part by the
Medicare or Medicaid programs. New Jersey and some other states have enacted
similar laws.





The
Anti-Kickback Laws apply both to the provider making, as well as receiving, the
referral. Violation of the Anti-Kickback Laws is a criminal felony punishable by
fines of up to $25,000 and/or up to five years imprisonment for each count.
Federal law also permits the Department of Health and Human Services, or HHS, to
impose civil fines against violators of the Anti-Kickback Laws and to exclude
them from participation in the Medicare and Medicaid programs. These civil
sanctions can be levied under circumstances that do not involve the more
rigorous requirements and standards of proof required in a criminal
trial.




In 1991,
New Jersey enacted the Health Care Cost Reduction Act, or so-called "Codey
Bill", (N.J.S.A. 45: 9-22.4 et seq.) which provided that: a medical practitioner
shall not refer a patient, or direct one of its employees to refer a patient, to
a health care service in which the practitioner and/or the practitioner's
immediate family has any beneficial interest;





For
beneficial interests, which were created prior to the effective date of the Act,
July 31, 1991, the practitioner could continue to refer patients, or direct an
employee to do so, if the practitioner disclosed such interest to his patients.
The disclosure must take the form of a sign posted in a conspicuous place in the
practitioner's office. It must inform the patients of the beneficial interest
and state that a list of alternative health care service providers could be
found in the telephone directory, and all physicians who refer in the sites in
New Jersey and also have a financial interest in those sites must have a
signposted as mandated by the law.





The
federal "Ethics in Patient Referrals Law of 1989", often referred to as the
"Stark Bill", prohibits a physician who has a financial relationship with an
entity from making referrals to the entity for the furnishing of clinical
laboratory services for which payment is made under the Medicare or Medicaid
programs. The Stark Bill, passed with an effective date of January 1, 1995,
expands the application of the Medicare ban on self- referrals after December
31, 1994.





As of the
date of this filing, Modern Medical has not experienced any material adverse
effects of limited Medicare and Medicaid referrals and has not experienced any
material adverse effect as a result of the "Codey Bill", the "Stark Bill", or
any other governmental regulations applicable to our business.





HIPAA
Compliance.  The Health Insurance Portability and
Accountability Act of 1996, or HIPAA, mandates the adoption of privacy, security
and integrity standards related to patient information.  HIPAA also
standardizes the method for identifying providers, employers, health plans and
patients.  Final rules implementing the security and integrity
portions of HIPAA were adopted February 20, 2003, with a mandatory
implementation date for health care providers of April 20, 2005. As part of the
American Reinvestment and Recovery Act of 2009, the Health Information
Technology for Economic and Clinical Health Act (“HITECH”), recently expanded
and amended certain HIPAA obligations.  We believe that we are in
compliance with the HIPAA regulations, including, without limitation
HITECH.  However, if we fail to comply with the requirements of HIPAA,
we could be subject to civil penalties of up to $25,000 per calendar year for
each provision contained in the privacy, security and transaction regulations
that is violated and criminal penalties of up to $250,000 per violation for
certain other violations





Competition:





We face
competition from various other companies ranging from small local companies to
those operating on a regional or national scale, such as Athenahealth, Inc.,
McKesson Corporation, WebMD Health Corp., Allscripts-Misys Healthcare Solutions,
Inc., and TriZetto Group.





Although
these companies may currently have more financial resources at their disposal,
we compete in the marketplace on the basis of our ability to outperform the
competition in the industry by using our efficient, flexible common information
system platform to deliver our administrative and information services, our
expertise in tailoring the structure of the contractual arrangements and
services to meet the specific on-demand needs of our customers. We do this by
meeting with customer to discuss the specific needs of each site. Thereafter a
determination can be made as to which services we will perform at a particular
site.




5




Insurance:





Modern
Medical carries general liability insurance with coverage of up to $1,000,000
per claim, and a commercial umbrella policy of $10,000,000. Modern Medical
believes that such coverage is adequate. Additionally, Modern Medical maintains
insurance for the replacement of all leased equipment at each of its
facilities.





Employees:





As of
December 31, 2009 Modern Medical employed 6 persons on a full-time basis and 1
person on a part time basis. The following table reflects the equivalent full
and part-time employees per facility:





Total
            
            
            Full
      Time
            
            
            Part
      TimeModern
      Medical
            
            
            6
            
            
            
            6
            
            
            
            0Metairie,
      LA
            
            
            1
            
            
            
            0
            
            
            
            1Total
            
            
            7
            
            
            
            6
            
            
            
            1





Available
Information:





We file
annual, quarterly and current reports, proxy statements and other information
with the Securities and Exchange Commission (the “SEC”). You may read and copy
any document we file with the SEC at the SEC's public reference room at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings are also
available to the public from the SEC's Website at www.sec.gov.





Item 2 -
Properties:





The
Company has leased office space in Atlanta, Georgia from the Regus Management
Group, LLC.  The lease agreement is month to month, the monthly lease
payment is $1,105.  The lease gives us the ability to grow within the
same location and we feel it is ideal to start the expansion of our healthcare
administrative and information services under our HealthIXS banner.





The
Company continues to maintain its corporate offices at 439 Chestnut Street,
Union, New Jersey.  As part of the asset sale to NJIP the lease for
the property transferred to, however, under the transaction it was agreed that
Modern Medical would be able to maintain its corporate office at that
location.





Modern
Medical believes that its current facilities are adequate to operate and grow
its business.





Item 3 -
Legal Proceedings:





On
September 29, 2008, we were served with a legal complaint and summons by Burgio
Enterprises, Ltd. (“Burgio”) for breach of contract and other related claims.
Burgio is seeking a judgment, and awards for contract damages in an amount in
excess of $10,000, compensatory damages in an amount in excess of $10,000,
punitive damages in an amount in excess of $10,000, and recovery of attorney
fees and costs of court and other expenses. We intend to vigorously defend this
claim.





On April
9, 2008, a complaint was filed by Spur Imaging Service, L.L.C. against Modern
Medical and Union Imaging Associates for breach of contract and other related
matters. The complaint was related to a Sub-Lease Agreement that we entered into
with Spur on or about May 18, 2005 for using certain MRI equipment that was
leased from Siemens Medical Solutions, USA, Inc. by Spur Imaging Service, LLC.
We agreed to make 63 payments of $21,400 totaling $1,348,200. We also entered
into a Forbearance Agreement with Spur that modified the Sub-Lease Agreement
payment terms. Spur filed the complaint claiming we owe them for payments not
made per the Sub-Lease and Forbearance Agreements, and for other costs, fees,
and expenses, and declared that we should return the MRI equipment. On September
16, 2008, we negotiated a settlement whereby Parent agreed to pay Siemens
Medical Solutions, USA, Inc. $525,000 and Spur Imaging Service, LLC $25,000, in
exchange for full settlement of the sub-lease. In October 2008, in exchange for
Siemens Medical Solutions, USA, Inc. (“Siemens Medical”) and Spur Imaging
Service, LLC (“Spur”) agreeing to forbear from exercising their enforcement
rights under the Consent Judgment through February 15, 2009. We paid Siemens
Medical $525,000 between October 6, 2008 and February 15, 2009 and paid Spur
$25,000 between October 6, 2008 and February 28, 2009 in full payment of the
$550,000 settlement of a sub-lease involving Siemens. On April 24, 2009 we
received documentation confirming that the Judgment was satisfied.





6


On July
9, 2008, we received copies of a lawsuit from Antoinette Gregoire. The lawsuit
claims that on or about July 11, 2006, Plaintiff Antoinette Gregoire underwent a
mammography at the facilities of Park Imaging Associates, P.A. and Union Imaging
Associates P.A. and that at such time, a suspicious abnormality of the left
breast was noted, consisting of a nodule requiring biopsy and it was later
determined that such nodule constituted ductal carcinoma. We are defending
against any claims being made.





On April
3, 2009, we received copies of a lawsuit from Mary Monar and David R. Monar, her
husband. The lawsuit claims that on or about December 29, 2004 and July 5,
2006, Plaintiff Mary Monar underwent a mammography at the facilities at Union
Imaging Center, LLC and that at such time, the suit claims a deviation and
departure from acceptable medical practice and negligence in failing to properly
diagnose the plaintiff.  As a result, the plaintiff developed breast
cancer that went untreated for two years.  This suit is under
discovery and we will defend against any alleged claims being made.





Other
than the matters described above, we are not involved in any material legal
proceedings.  We also are not aware of any pending material legal
proceedings.





Item 4 -
Submission of Matters to a Vote of Security Holders:





We and
our wholly-owned subsidiaries Union Imaging Associates, Inc. (“UIA”), Union
Imaging Center, LLC (“UIC”) and PET Scan at Union Imaging, LLC (“PET”) (UIA, UIC
and PET, each a “Seller Company”, collectively, the “Seller Companies”) entered
into an Asset Purchase Agreement (the “Agreement”) with New Jersey Imaging
Partners, Inc., a New Jersey corporation (“NJIP”), and NJIP’s parent corporation
RadNet, pursuant to which NJIP agreed to purchase substantially all of the
assets of the Seller Companies that are used in connection with the Seller
Companies’ diagnostic imaging business (the “Asset Sale”), for cash
consideration of $5,000,000 (the “Cash Consideration”) plus 75,000 shares of
restricted common stock of RDNT.





The
Agreement was approved by joint written consent of the board of directors of
MODM and the holders of a majority of the issued and outstanding shares of MODM
as of November 24, 2009.





PART
II





Item 5 -
Market for Common Equity, Related Stockholder Matters and Small Business Issuer
Purchases of Equity Securities:





Our
common stock is traded on the over-the-counter market on the OTC Bulletin Board
under the symbol MODM. The following table sets forth the high and low bid
information for our common stock for each quarter within the last two fiscal
years.Such
prices represent quotations between dealers, without dealer markup, markdown or
commissions, and may not represent actual transactions.





Common
Stock:




Fiscal 2009
            
            High
            
            
            LowFirst
      Qtr
            
            $
            0.05
            
            
            $
            0.01Second
      Qtr
            
            $
            0.03
            
            
            $
            0.02Third
      Qtr
            
            $
            0.03
            
            
            $
            0.01Fourth
      Qtr
            
            $
            0.05
            
            
            $
            0.01Fiscal
      2008First
      Qtr
            
            $
            0.42
            
            
            $
            0.12Second
      Qtr
            
            $
            0.15
            
            
            $
            0.02Third
      Qtr
            
            $
            0.07
            
            
            $
            0.02Fourth
      Qtr
            
            $
            0.06
            
            
            $
            0.03





On March
25, 2010, there were approximately 86 holders of record of Modern Medical’s
25,323,385outstanding shares of
Common Stock.





On March
24, 2010, the last sale price of the Common Stock as reported on the OTC
Bulletin Board was $0.02.





Dividend
Policy:





Modern
Medical has never paid or declared dividends on its common stock. The payment of
cash dividends, if any, in the future is within the discretion of the Board of
Directors and will depend upon Modern Medicals earnings, its capital
requirements, financial condition and other relevant factors. Modern Medical
intends, for the foreseeable future, to retain future earnings for use in Modern
Medical's business.





7


Equity
Compensation Plan Information:





The
following table sets forth certain information, as of March 26, 2010, concerning
shares of common stock authorized for issuance under the Company’s existing
equity compensation plans.





Plan
      Category
            
            Number
      of Securities to be
              issued
      upon exercise of
              outstanding
      options
            
            
            Weighted-average
              exercise
      price of
              outstanding
      options,
              warrants
      and rights
              plans
      (excluding
              securities
      reflected
              in
      column (a))
            
            
            Number
      of Securities
              remaining
      available for
              future
      issuance under
              equity
      compensationEquity
      compensation plans approved by security holders
            
            
            851,000
            
            
            $
            0.5000
            
            
            
            1,649,000Equity
      compensation plans not approved by security holders
            
            
            8,535,198
            
            
            $
            0.5202
            
            
            
            -0-





2003
Stock Option Plan:





In
October 2003, the board of directors and shareholders adopted the 2003 stock
option plan. The plan will be administered by the compensation committee or our
board of directors, who will determine among other things, those individuals who
shall receive options, the time period during which the options may be partially
or fully exercised, the number of shares of common stock issuable upon the
exercise of the options and the option exercise price. The options may be
granted as either or both of the following: (a) incentive stock options, or (b)
non-qualified stock options. 2,000,000 shares may be issued under this
plan.  The shares issuable pursuant to this plan were registered on
Form S-8, Registration No. 333-143-653.





In
connection with the plan, the exercise price of each incentive stock option may
not be less than 100% of the fair market value of our common stock on the date
of grant or 110% of fair market value in the case of an employee holding 10% or
more of our outstanding common stock. The aggregate fair market value of shares
of common stock for which incentive stock options granted to any employee are
exercisable for the first time by such employee during any calendar year,
pursuant to all of our, or any related corporation's, stock option plan, may not
exceed $100,000. Non-qualified stock options may be granted at a price
determined by our compensation committee, but not at less than 85% of the fair
market value of our common stock. Stock options granted pursuant to our stock
option plan would expire not more than ten years from the date of
grant.





The plan
is effective for a period of ten years, expiring in 2013. Options maybe granted
to officers, directors, consultants, key employees, advisors and similar parties
who provide their skills and expertise to us. The plan is designed to enable our
management to attract and retain qualified and competent directors, employees,
consultants and independent contractors. Options granted under the plan may be
exercised for up to ten years, and shall be at an exercise price all as
determined by our board. Options are non-transferable except by the laws of
descent and distribution or a change in control of us, as defined in the plan,
and are exercisable only by the participant during his or her lifetime. Change
in control includes (a) the sale of substantially all of the assets of us and
merger or consolidation with another company, or (b) a majority of the board
changes other than by election by the stockholders pursuant to board
solicitation or by vacancies filled by the board caused by death or resignation
of such person.





If a
participant ceases affiliation with us by reason of death, permanent disability
or retirement at or after age 70, the option remains exercisable for one year
from such occurrence but not beyond the option's expiration date. Other types of
termination allow the participant three months to exercise, except for
termination for cause, which results in immediate termination of the
option.





Any
unexercised options that expire or that terminate upon an employee's ceasing to
be employed by us become available again for issuance under the
plan.





The plan
may be terminated or amended at any time by our board of directors, except that
the number of shares of common stock reserved for issuance upon the exercise of
options granted under the plan may not be increased without the consent of our
stockholders.





8




1999
Stock Option Plan:





The plan
will be administered by the compensation committee or our board of directors,
who will determine among other things, those individuals who shall receive
options, the time period during which the options may be partially or fully
exercised, the number of shares of common stock issuable upon the exercise of
the options and the option exercise price. The options may be granted as either
or both of the following: (a) incentive stock options, or (b) non-qualified
stock options. 500,000 shares may be issued under this plan. 300,000 options
were previously issued under this plan to former officers and directors of the
Company, which by their terms expired and such 300,000 options are available for
reissuance under the 1999 Stock Option Plan.





In
connection with the plan, the exercise price of each incentive stock option may
not be less than 100% of the fair market value of our common stock on the date
of grant or 110% of fair market value in the case of an employee holding 10% or
more of our outstanding common stock. The aggregate fair market value of shares
of common stock for which incentive stock options granted to any employee are
exercisable for the first time by such employee during any calendar year,
pursuant to all of our, or any related corporation's, stock option plan, may not
exceed $100,000. Non-qualified stock options may be granted at a price
determined by our compensation committee, but not at less than 85% of the fair
market value of our common stock. Stock options granted pursuant to our stock
option plan would expire not more than ten years from the date of
grant.





The plan
is effective for a period of ten years, expiring in 2009. Options maybe granted
to officers, directors, consultants, key employees, advisors and similar parties
who provide their skills and expertise to us. The plan is designed to enable our
management to attract and retain qualified and competent directors, employees,
consultants and independent contractors. Options granted under the plan may be
exercised for up to ten years, and shall be at an exercise price all as
determined by our board. Options are non-transferable except by the laws of
descent and distribution or a change in control of us, as defined in the plan,
and are exercisable only by the participant during his or her
lifetime.





Change in
control includes (a) the sale of substantially all of the assets of us and
merger or consolidation with another company, or (b) a majority of the board
changes other than by election by the stockholders pursuant to board
solicitation or by vacancies filled by the board caused by death or resignation
of such person.





If a
participant ceases affiliation with us by reason of death, permanent disability
or retirement at or after age 70, the option remains exercisable for one year
from such occurrence but not beyond the option's expiration date. Other types of
termination allow the participant three months to exercise, except for
termination for cause, which results in immediate termination of the
option.





Any
unexercised options that expire or that terminate upon an employee's ceasing to
be employed by us become available again for issuance under the
plan.





The plan
may be terminated or amended at any time by our board of directors, except that
the number of shares of common stock reserved for issuance upon the exercise of
options granted under the plan may not be increased without the consent of our
stockholders.





Recent
Sales of Unregistered Securities:





During
the years ended December 31, 2009 and 2008, we did not issue any securities that
were not registered under the Securities Act of 1933, as amended (the
“Securities Act”) except as disclosed in previous SEC filings.





Purchases
of Equity Securities by the Issuer and Affiliated Purchasers:





There
were no repurchases of equity securities by the issuer or affiliated purchasers
during the fourth quarter of the year ended December 31, 2009.





Item 6 -
Selected Financial Data:





Not
applicable.





Item 7 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations





Forward-looking
Statements:





Some of
the statements under “Management’s Discussion and Analysis of Financial
Condition or Plan of Operations,” and “Description of Business” in this Annual
Report on Form 10-K are forward-looking statements.  These statements
involve known and unknown risks, uncertainties and other factors that may cause
our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance,
or achievements expressed or implied by forward-looking statements.




9




In some
cases, you can identify forward-looking statements by terminology such as “may,”
“should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative
of these terms or other comparable terminology.  You should read
statements that contain these words carefully, because they discuss our
expectations about our future operating results or our future financial
condition or state other “forward-looking” information.  There may be
events in the future that we are not able to accurately predict or
control.  Before you invest in our securities, you should be aware
that the occurrence of any of the events described in this Annual Report could
substantially harm our business, results of operations and financial condition,
and that upon the occurrence of any of these events, the trading price of our
securities could decline and you could lose all or part of your
investment.  Although we believe that the expectations reflected in
the forward-looking statements are reasonable, we cannot guarantee future
results, growth rates, levels of activity, performance or
achievements.  We are under no duty to update any of the
forward-looking statements after the date of this Annual Report to conform these
statements to actual results.





Management's
Discussion and Analysis:





Weprovide cloud computing
driven, healthcare administrative and information services that are supported by
our advanced, web-based, enterprise-wide information system. Our healthcare
administrative and information services have the capacity to service
multi-specialty healthcare markets. The healthcare administrative and
information services include human resources, supply management, medical
customer relationship management (CRM), electronic health records, patient
billing and accounts receivables services, claims adjudication services, and
business intelligence services.





We have
also positioned ourselves to expand our business and participate more in
outsourced management services and the expanding, more profitable administrative
and information services markets. In order to support our business expansion, we
have added customizations to our acquired information system and derivative
software obtained through special licensing terms to produce a more
comprehensive integrated information system that will allow us to provide better
administrative and information services and improve overall
profitability.





We sold
substantially all of our operating assets on December 31, 2009, which
represented substantially all of our revenues.  As a result thereof,
we currently recognize the majority of our revenues from a range of healthcare
administrative and information services that are supported by our advanced,
web-based, enterprise-wide information system that allow us to leverage our
common information system platform, in order to potentially increase operating
income once fixed costs are more rapidly covered with higher volumes of
administrative and information services performed as the healthcare outpatient
services and related markets to continue grow and operate within larger
networks.





Results
of Operations:





For the
year ended December 31, 2009 compared to the year ended December 31,
2008:





Net
revenues from services:





As a
result of the sale of substantially all our operating assets in 2009, our net
revenues have decreased approximately $7,317,000 over the same period in 2008.
These revenues are shown as part of the loss from discontinued operations at
December 31, 2009.   Revenues from continuing operations in 2009
and 2008 came from management services.   These revenues
decreased approximately $13,500 to approximately $16,900 for the year
ended December 31, 2009 from approximately $30,400 for the same period in
2008. The decrease resulted from reduced services performed.  Our
revenues are in transition from hand provided healthcare administrative and
information services to healthcare industry’s on providing of imaging services
to a third party provider of billing, management and and data services going
forward.





Cost of
services provided:





As a
result of the sale of substantially all our operating assets in 2009, our costs
of services provided have decreased approximately $5,772,000 over the same
period in 2008. This reduction in cost of services provided is shown as part of
the loss from discontinued operations at December 31,
2009.   Revenues from continuing operations in 2009 and 2008 came
from management services.





Selling,
General and Administrative (SG&A) Expenses:





For the
year ended December 31, 2009, selling, general and administrative expenses from
continuing operations totaled approximately $528,900 as compared to
approximately $449,300 for the same period in 2008, resulting in a increase of
approximately $79,600. This increase related primarily to increased activity in
the Company’s wholly owned subsidiary HealthIXS as the company postions itself
to go to market with its healthcare administrative and information
services.




10




Debt:





On June
11, 2007, we purchased an automobile from Medical Equipment Solutions, Inc. for
$57,200. The terms were a $19,200 down payment, $10,000 in cash and $9,200 by
issuing a warrant valued at $9,200 with five-year duration for 50,000 shares at
an exercise price of $0.75 per share. The balance is being paid in 36 equal
monthly payments of $1,226 per month with a 10% annual interest
rate.





On
September 14, 2007 we entered into an Asset Purchase Agreement (the "Agreement")
with MTI Partners II, L.P.("MTI-II") to acquire MTI-II's Healthcare Payer Admin
Software Asset (the "Asset") in exchange for 500,000 shares of our common stock
("Common Stock"), warrants ("Warrants") for 900,000 shares of our common stock
with an exercise price of $0.70 per share, and $250,000 to be paid within 12
months from the date of the Agreement. The transaction is expected to close by
the end of September 2007. The Asset consists of healthcare payer admin computer
software that helps organize, manage, and maintain health plans, membership,
eligibility, claims administration, and includes other customized components.
The shares of Common stock were issued pursuant to Section 4(2) of the
Securities Act of 1933, as amended. Paul Harrison, a member of the Board of
Directors of MODM, is the President of INEX Group, Inc., which serves as the
General Partner of MTI-II. Mr. Harrison will be entitled to receive 281,250
shares of our Common Stock, and a Warrant for 506,250 of our Common Stock with
an exercise price of $0.70 per share issuable to MTI-II pursuant to this
Agreement. We renegotiated the $250,000 note, paying $83,000 on January 14, 2010
and extending the balance to December 31, 2010.  Starting February 1,
2010, we are paying $1,113.33 monthly interest or a 8% annual rate of
interest.





On August
19, 2009, we purchased miscellaneous Apple computer equipment for use in our
corporate offices from Apple, Inc. for $6,849.00. The terms were $260.81 equal
monthly payments plus applicable taxes for 36 months, with a 21.79% annual
interest rate.  There was no advance payment and there is a $1
purchase option at the end of the lease.





These are
the only trends, commitments, events and/or material uncertainties known to
Modern Medical.





Going
Concern





Modern
Medical's December 31, 2009 and 2008 financial statements have been presented on
a basis that it is a going concern, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of
business.  The Company has incurred losses of $675,846 and $657,022
from continuing operations for the years ended December 31, 2009 and
2008.  In addition the Company had a working capital deficiency for
the year ending December 31, 2008 of $1,678,859.   Also, as of
December 31, 2008 the Company had a stockholder deficiency of
$373,525.  These factors raise doubt about the Company’s ability to
continue as a going concern.  Although the Company has experienced
financial gains for fiscal years ended December 31, 2009 and 2008 and has made
improvements since last recording losses, the audit reports have an explanatory
paragraph stating that Modern Medicals’ continued existence is in
doubt.





Item 7A.
Quantitative and Qualitative Disclosure About Market Risk.





Not
Applicable.





Item 8.
Financial Statements





See Pages
F-1 to F-33





Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure





None.





Item 9A.
Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





We
conducted an evaluation under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures. The term “disclosure controls and procedures,” as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as
amended (“Exchange Act”), means controls and other procedures of a company that
are designed to ensure that information required to be disclosed by the company
in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures also include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by a company in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the company's management, including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate, to
allow timely decisions regarding required disclosure are effective to provide
reasonable assurance that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in applicable SEC rules and
forms.





11


Management’s
Report on Internal Control Over Financial Reporting.





The
Company’s management are responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act).  The Company’s internal control
over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. The Company’s internal control over financial reporting
includes those policies and procedures that:




(1)
pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of our assets;




(2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with U.S. generally
accepted accounting principles, and that our receipts and expenditures are being
made only in accordance with the authorization of our management and directors;
and




(3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.  Under the
supervision and with the participation of our management, the Company assessed
the effectiveness of our internal control over financial reporting as of
December 31, 2009.  In making this assessment, we used the
criteria set forth in InternalControl—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.  Based on the results of
this assessment and on those criteria, the Company concluded that weaknesses in
internal controls as of December 31, 2009 exist as follows:





·
            A
      weakness in the Company’s internal controls exist in that there is limited
      segregation of duties amongst the Company’s employees with respect to the
      Company’s preparation and review of the Company’s financial
      statements.


·
            A
      weakness in the Company’s internal controls exist in that there is an
      insufficient number of personnel with an appropriate level of experience
      and knowledge of generally accepted accounting principles and SEC
      reporting requirements.  This weakness may affect management’s
      ability to effectively review and analyze elements of the financial
      statement closing process and prepare financial statements in accordance
      with generally accepted accounting
principles.





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 Securities
and Exchange Commission that permits us to provide only management's report in
this annual report.




Changes
in Internal Control Over Financial Reporting.





There was
no change in our internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15 (f) under the Exchange Act) that occurred during the period
covered by this Annual Report on Form 10-KSB that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.





Item
9B.  Other Information





None.





12




PART
III





Item 10.
Directors and Executive Officers, Promoters and Control Person Compliance with
Section 16(a) of the Exchange Act.





The
officers and directors of the Company, and further information concerning them,
are as follows:





Name
            
            Age
            
            PositionBaruh
      Hayut
            
            47
            
            Chairman
      of the Board of Directors and CEOPaul
      W. Harrison
            
            55
            
            Lead
      DirectorMinesh
      Patel
            
            38
            
            Chief
      Operating Officer, Chief FinancialOfficer
      and Director





Each of
the above officers and directors shall hold office until the next annual meeting
of the Company's shareholders and until a successor is elected and
qualified.





BARUH
HAYUT was appointed Chairman of the Board of Directors and Chief Executive
Officer on March 31, 2004. From June 2003 through March 31, 2004, Mr. Hayut
served as a financial consultant to the Company. Prior thereto, Mr. Hayut served
as a corporate finance and investment banker with Thornhill Group and Joseph
Charles and Associates. From 1992 to 1997, Mr. Hayut was a registered
representative with H.J. Meyers & Co. Mr. Hayut received his Bachelors
degrees in Business Administration and Economics from Hebrew University in
Jerusalem, Israel.





PAUL W.
HARRISON was appointed to the Board of Directors of the Company in June 2006,
and was subsequently appointed Lead Director of the Company in February 2007.
From August 2005 to June 2006, Mr. Harrison was a consultant to the Company.
Since 1994, he has been the Chairman and President of INEX Group, Inc, a
technology holding company, and since 2004, the CEO of INEX's software
subsidiary Attune, Inc. Mr. Harrison has held Executive positions with
publicly-traded Fortune 500 companies including McKesson Corporation and Lincoln
National Corporation. He was the Chairman and CEO of small publicly-held
companies, and founded and sold several private companies for high returns on
investments. He also
participated in and completed many mergers and acquisitions, and was
instrumental in numerous business ventures and software technologies that
ultimately resulted in additional revenues and increased market capitalizations
to these companies in excess of $1 billion. He has a Business Degree
(BBA) from Georgia State University, and has many professional
certifications.





MINESH
PATEL was appointed to the Board of Directors of the Company in June 2003 and on
November 2003 was appointed Chief Financial Officer. In November 2004, Mr. Patel
was appointed Chief Operating Officer. From February 2001 through November 2003,
Mr. Patel was an Investment Broker with the firm of JP Turner & Company LLC.
From October 1998 through February 2001, Mr. Patel was an Investment Broker with
the firm of JW Genesis. Mr. Patel received his Masters in Business
Administration with a concentration in Finance from Georgia State
University.





Family
Relationships





There are
no family relationships among the directors and executive officers.





Involvement
in Certain Legal Proceedings





None of
the directors or executive officers has, during the past five
years:





(a)
Had any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time;





(b)
Been convicted in a criminal proceeding or subject to a pending criminal
proceeding;





(c)
Been subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities, futures, commodities or banking activities;
and





13


(d)
Been found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated.





Compliance
with Section 16(a) of the Exchange Act:





Based
solely on review of the copies of such forms furnished to the Company, or
written representations that no reports were required, the Company believes that
for the fiscal year ended December 31, 2009, beneficial owners complied with
Section 16(a) filing requirements applicable to them with the exception of the
following:





Code of
Ethics





The
Company has not adopted a formal code of ethics because its executive officers
are also directors, who are already subject to ethical and fiduciary standards
imposed by law.





Material
Changes to the Procedures by which Security Holders May Recommend Nominees to
the Board of Directors





None.





Audit
Committee and Financial Expert





The
Company's board of directors has elected Minesh Patel as sole audit committee
member.  The Board has determined that it does not have a member of
its Board that qualifies as an “audit committee financial expert” as defined in
Item 407(d)(5)(ii) of Regulation S-K.





We
believe that the members of our Board of Directors are collectively capable of
analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting. However, as part of
implementing Sarbanes Oxley, we plan to appoint a qualified audit committee
financial expert to our Board of Directors to strengthen and improve our
internal disclosure controls and procedures during the fiscal year ended
December 31, 2010.





Compensation
Committee





We do not
have a separate compensation committee.   At this point, we do
not intend to establish a separate compensation committee as this function will
be performed by our full Board of Directors.





Nominating
Committee





We do not
currently have a separate nominating committee as this function is performed by
our full Board of Directors.





Securities Authorized for
Issuance Under Equity Compensation Plans





For
information regarding securities authorized for issuance under Equity
Compensation Plans, and the equity compensation plan information table see Part
II, “Item 5: Market for Common Equity and Related Stockholder
Matters.”




14




Item 11.
EXECUTIVE COMPENSATION





The
following executive compensation disclosure reflects all compensation awarded
to, earned by or paid to the executive officers below for the fiscal years
ending December 31, 2008 and December 31, 2009.  The following table
summarizes all compensation for fiscal years 2008 and 2009 received by our Chief
Executive Officer, and the Company's two most highly compensated executive
officers who earned more than $100,000 in fiscal year s 2008 and
2009.




SUMMARY
COMPENSATION TABLE




Name
      and Principal Position (A)
            
            Year
      (B)
            
            Salary
      ($) ( C)
            
            
            Bonus
      ($) (D)
            
            
            Stock
      Awards ($) (E)
            
            
            Options
      / Option Awards ($) (F)
            
            
            Non-Equity
      Incentive Plan Compensation ($) (G)
            
            
            Non-Qualified
      Deferred Compensation Earnings ($) (H)
            
            
            All
      Other Compensation ($) (I)
            
            
            Total
      ($) (J)Baruh
      Hayut, Chairman & CEO
            
            2008
            
            $
            163,000
            (1)
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            33,384
            
            
            $
            196,384Baruh
      Hayut, Chairman & CEO
            
            2009
            
            $
            159,900
            (1)
            
            $
            85,000 -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            34,502
            
            
            $
            279,402Minesh
      Patel, COO & CFO
            
            2008
            
            $
            94,218
            (1)
            
            $
            -
            
            
            $
            20,000
            
            
            $
            -
            (2)
            
            $
            -
            
            
            $
            -
            
            
            $
            16,480
            
            
            $
            130,698Minesh
      Patel, COO & CFO
            
            2009
            
            $
            99,678
            (1)
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            17,000
            
            
            $
            116,677







(1)
            =
      Does not receive any Director fees, the amount shown above is executive
      compensation.


(2)
            =
      Represents the total fair value of 1,000,000 shares of common stock
      granted during the year ended December 31,
2008.




Warrants
are also included in the Option Award Chart above.





Narrative
to Summary Compensation Table





The
Company does not currently have any employment agreements with any of its
executive officers.




Identification
to the extent material of any item included under All Other Compensation (column
(I)) in the Summary Compensation Table. Identification of an item shall not be
considered material if it does not exceed the greater of $25,000 or 10% of all
items included in the specified category in question set forth in paragraph
(b)(2)(ix) of Item 402. All items of compensation are required to be included in
the Summary Compensation Table without regard to whether such items are required
to be identified.




15




The
following table sets forth certain information concerning unexercised options,
stock that has not vested, and equity incentive plan awards for each of our
named executive officers outstanding as of December 31, 2009.





OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2009





OPTION
      AWARDS
            
            STOCK
      AWARDSName
            
            Number
      of
              securities
              underlying
              unexercised
              options
      (#)
              Exercisable
            
            
            Number
      of
              securities
              underlying
              unexercised
              options
      (#)
              Un-exercisable
            
            
            Equity
              Incentive
              Plan
              Awards:
              Number
      of
              Securities
              Underlying
              Unexercised
              Unearned
              options
      (#)
            
            
            Option
              Exercise
              price
      ($)
            
            Option
              expiration
              date
            
            Number
              of
              shares
              or
              units
              of
              stock
              that
              have
              not
              vested
              (#)
            
            
            Market
              value
              of
              shares
              or
              units
              of
              stock
              that
              have
              not
              vested
              ($)
            
            
            Equity
              incentive
              plan
              awards:
              number
              of
              unearned
              shares,
              units
              or
              other
              rights
              that
              have
              Not
              Vested
              (#)
            
            
            Equity
              incentive
              plan
              awards:
              Market
              or
              payout
              value
              of
              unearned
              shares,
              units
              or
              other
              rights
              that
              have
              not
              vested
              ($)Baruh
      Hayut
            
            
            0
            
            
            
            0
            
            
            
            720,000
            
            
            $
            0.75
            
            10/07/12
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0





DIRECTOR
COMPENSATION





The
following director compensation disclosure reflects all compensation awarded to,
earned by or paid to the directors below for the fiscal year ended December 31,
2009.





Name
            
            Fees
      Earned or
              Paid
      in Cash ($)
            
            
            Stock
              Awards
              ($)
            
            
            Option
              Awards
              ($)
            
            
            Non-
              Equity
              Incentive
              Plan
              ($)
            
            
            Change
              in
      Pension
              Value
      and
              Non-Qualified
              Deferred
              Compensation
              Earnings
              ($)
            
            
            All
      Other
              Compensation
              ($)
            
            
            Total
              ($)Baruh
      Hayut (1)
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0Minesh
      Patel (1)
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0Paul
      Harrison
            
            $
            60,000
            (2)
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            14,714
            
            
            $
            74,714


(1)
= Serves as a Director, receives no additional compensation for being a
director, and only receives compensation as an Executive Officer as shown in the
Summary Compensation Table above.





(2) =
Director Fee with no written agreement or special arrangements





Warrants
are also included in the Option Awards chart above.




16




Item 12 -
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters:





The
following table sets forth certain information as of March 25, 2010 with respect
to each beneficial owner of five percent (5%) or more of the outstanding shares
of common stock of Modern Medical, each officer and director of Modern Medical
and all officers and directors as a group. The table does not include securities
exercisable into common stock that have not yet vested or are not exercisable
within 60 days of the date hereof.




PercentNumber
            
            
            Ownership
      ofName
            
            Address
            
            of
      Shares Owned
            
            
            Common
      StockBIBY
      Family Partners, LLC (1)
            
            439
      Chestnut St, Union, NJ
            
            
            8,435,000
            
            
            
            33.31
            %Issak
      Hayut (2)
            
            135
      Nautica Way, Roswell, GA
            
            
            5,100,028
            
            
            
            20.14
            %Paul
      W. Harrison (3)
            
            439
      Chestnut St, Union, NJ
            
            
            4,324,000
            
            
            
            17.08
            %Ronnie
      Antebi (4)
            
            552
      Decatur St SE, Atlanta, GA
            
            
            2,062,286
            
            
            
            8.14
            %Jacov
      Hayut (5)
            
            5281
      Marston Rd, Atlanta, GA
            
            
            1,943,918
            
            
            
            7.68
            %Minesh
      Patel
            
            439
      Chestnut St, Union, NJ
            
            
            1,000,000
            
            
            
            3.95
            %





All
officers and directors 13,759,000 and 54.33% as a group (3 persons)





(1)
            Mr.
      Barry Hayut, our Chairman and CEO, is the managing member of BIBY Family
      Partners, LP, and has shared voting and dispositive power over
      the shares of common stock owned by BIBY Family Partners, LLC.
      Includes: (i) 7,715,000 shares of Common Stock directly owned, and (ii)
      720,000 shares of Common Stock issuable upon the exercise of
      outstanding options.





(2)
            Includes:
      (i) 3,285,028 shares of Common Stock owned jointly with Mr. Issak Hayut’s
      spouse, and (ii) 1,715,000 shares of common stock issuable upon
      exercise of certain outstanding warrants held in the name of Complete
      Flooring & Renovation, Inc., an entity owned by Mr. Issak
      Hayut. Mr. Issak Hayut has sole voting and shared dispositive power
      over the shares.





(3)
            Includes:
      (i) 888,750 shares of Common Stock directly owned, and (ii) 3,435,250
      shares of Common Stock issuable upon the exercise of outstanding
      options





(4)
            Includes:
      (i) 2,012,286 shares of Common Stock directly owned, and (ii) 50,000
      shares of Common Stock issuable upon exercise of a warrant held in the
      name of Medical Equipment Solutions, an entity of which Mr. Antebi is a
      principal owner.





(5)
            Includes:
      (i) 1,793,918 shares of Common Stock directly owned, and (ii) 150,000
      shares of Common Stock issuable upon the exercise of outstanding
      options.





Item 13 -
Certain Relationships and Related Transactions and Director
Independence:





Modern
Medical believes that the transactions set forth below were made on terms no
less favorable than could have been obtained from unaffiliated third parties.
All future transactions, including any loans between Modern Medical and any of
its officers, directors, principal stockholders and their affiliates will be
approved by a majority of Modern Medical's board of directors and will continue
to be on terms no less favorable to Modern Medical than could be obtained from
unaffiliated third parties.





Ronnie
Antebi has provided term financing for various loan restructurings and Mr.
Antebi beneficially owns more than 5% of our outstanding shares of common stock.
On November 16, 2009, MODM entered into and consummated a new Agreement for
Purchase and Sale of Assets with MES (the “New MES Agreement”), pursuant to
which MODM reacquired all of MES’ interests in the MES Assets.  MODM
acquired the MES Assets in consideration of a non-interest bearing promissory
note in the principal amount of $670,000 (the “New MES Note”), due at the
earlier of February 1, 2010 or the closing date Asset Sale to NJIP; provided
that if the New Note is not paid in full on or before February 1, 2010, the New
MES Agreement will be null and void and ownership of the MES Assets will revert
back to MES.  The New Note is in satisfaction of all outstanding
payment obligations of MODM to MES. This was paid in full at December 31, 2009,
the closing of the sale of the imaging center assets.





Director
Independence:





The
Company has not determined whether it has any independent directors as that term
is defined under Nasdaq Rule 4200(a) (15).




17


Item 14.
Principal Accountant Fees and Services:





Our board
of directors appointed Liebman Goldberg & Hymowitz, LLP to serve as our
independent auditors for 2009.




The
following table sets forth fees billed to us by our independent registered
public accounting firm, Liebman Goldberg & Hymowitz, LLP, during the fiscal
years ended December 31, 2009, and December 31, 2008, for: (i) services rendered
for the audit of our annual financial statements and the review of our quarterly
financial statements; (ii) services by our independent registered public
accounting firms that are reasonably related to the performance of the audit or
review of our financial statements and that are not reported as Audit Fees;
(iii) services rendered in connection with tax compliance, tax advice and tax
planning; and (iv) all other fees for services rendered.




Fee
      Category
            
            Year
      Ended
              December
      31, 2009
            
            
            Year
      Ended
              December
      31, 2008Audit
      fees
            
            $
            49,500.00
            
            
            $
            49,500.00Tax
      fees
            
            $
            -
            
            
            $
            5,500.00All
      other fees
            
            $
            -
            
            
            $
            -





Policy
Related to Board of Directors Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Registered Accounting Firm.





The
Company's board of directors has elected Minesh Patel as sole audit committee
member.  The audit committee functions to review and approve the audit
services provided by Liebman Goldberg & Hymowitz, LLP and the fees incurred
in connection therewith.





Audit Fees. Consists of fees
billed for professional services rendered for the audit of our consolidated
financial statements and review of our interim consolidated financial statements
included in quarterly reports and services that are normally provided in
connection with statutory and regulatory filings or engagements.





Tax Fees. Consists of fees
billed for professional services for tax compliance, tax advice, and tax
planning. These services include assistance regarding federal, state and local
tax compliance, tax audit defense, mergers and acquisitions, and tax
planning.





All Other Fees.  No
other fees have been billed for products and services billed by our
accountants.




18


Part
IV





Item 15 -
Exhibits:





3.1
            Certificate
      of Incorporation (incorporated by reference to Exhibit 3.1 to the
      Company's Registration Statement on Form SB-2, Registration No. 333-86931)3.2
            Restated
      and Amendment to Certificate of Incorporation (incorporated by reference
      to Exhibit 3.1 to the Company's Registration Statement on Form SB-2,
      Registration No. 333-86931)3.3
            By-Laws
      (incorporated by reference to Exhibit 3.2 to the Company's Registration
      Statement on Form SB-2, filed in February, 1994)4.1
            Form
      of Warrant – Cash Exercise Format. (Incorporated by reference to Exhibit
      4.1 to the Company's Report on Form 10KSB dated April 15,
      2008).4.2
            Form
      of Warrant – Cashless Exercise Format.  (Incorporated by
      reference to Exhibit 4.1 to the Company's Report on Form 10KSB dated April
      15, 2008).10.2
            Agreement
      for Purchase and Sales of Assets between the Company and  MTI
      Partners II, L.P., dated September 14, 2007 (incorporated by reference to
      Exhibit 10.1 to the Company's Current Report on Form 8-K dated September
      20 2007).10.
      3
            Agreement
      for Purchase and Sales of Assets between the Company and  MTI
      Partners II, L.P., dated February 28, 2007 (incorporated by reference to
      Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 12,
      2007).10.4
            2003
      Stock Option Plan, dated September 19, 2003, incorporated herein by
      reference to Form 14A filed with the U.S. Securities and Exchange
      Commission on October 1, 2003.10.5
            Performance
      for Stock Options Agreement between the Company and Paul W. Harrison dated
      September 27, 2006 (incorporated by reference to Exhibit 10.2 to the
      Company’s Current Report on Form 8-K dated October 3,
  2006)10.6
            Performance
      for Stock Options Agreement between the Company and Minesh Patel dated
      September 27, 2006 (incorporated by reference to Exhibit 10.3 to the
      Company’s Current Report on Form 8-K dated October 3,
  2006)10.7
            Performance
      for Stock Options Agreement between the Company and Bruce Phillips dated
      September 27, 2006 (incorporated by reference to Exhibit 10.4 to the
      Company’s Current Report on Form 8-K dated October 3,
  2006)10.8
            Performance
      Bonus Agreement between the Company and Paul W. Harrison dated September
      27, 2006 (incorporated by reference to Exhibit 10.5 to the Company’s
      Current Report on Form 8-K dated October 3, 2006)10.9
            Performance
      Bonus Agreement between the Company and Minesh Patel dated September 27,
      2006 (incorporated by reference to Exhibit 10.6 to the Company’s Current
      Report on Form 8-K dated October 3, 2006)10.10
            Performance
      Bonus Agreement between the Company and Bruce Phillips dated September 27,
      2006 (incorporated by reference to Exhibit 10.7 to the Company’s Current
      Report on Form 8-K dated October 3, 2006)10.11
            Convertible
      promissory note ($500,000) due from Best Plastic, LLC to the Company, the
      note is  dated April 12, 2010, and is due October
      11,2010.21.0
            Subsidiaries  (Incorporated
      by reference to Exhibit 4.1 to the Company's Report on Form 10KSB dated
      April 15, 2008).31.1
            *
      Certification of the Company's Chief Executive Officer  pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
            *
      Certification of the Company's  Chief Financial Officer pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
            *
      Certification of the Company's Chief Executive Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.32.2
            *
      Certification of the Company's Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.





* filed
herewith





19




SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.




Modern
      Medical Modalities CorporationDate:
      April 15, 2010
              By:
              /s/
      Baruh HayutName:  Baruh
      HayutTitle:
      Chief Executive Officer




Pursuant
to and in accordance with the requirements of the Securities and Exchange Act of
1934, as amended, this report has been signed by the following persons on behalf
of the registrant and in the capacities and on the dates indicated





Name
            
            Title
            
            Date/s/
      Baruh Hayut
            
            Chairman,
      Chief Executive
            
            April
      15, 2010Baruh
      Hayut
            
            Officer
      and Director(Principal
      Executive Officer)/s/
      Minesh Patel
            
            Chief
      Financial Officer, Chief
            
            April
      15, 2010Minesh
      Patel
            
            Operating
      Officer and Director(Principal
      Financial Officer)/s/
      Paul Harrison
            
            Lead
      Director
            
            April
      15, 2010Paul
      Harrison




20




REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board of
Directors Modern Medical Modalities Corporation and Subsidiaries Union, New
Jersey





We have
audited the accompanying consolidated balance sheets of Modern Medical
Modalities Corporation and Subsidiaries as of December 31, 2009 and 2008, and
the related consolidated statements of operations, changes in stockholders'
equity (deficiency) and cash flows for the years ended December 31, 2009 and
2008. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.





We
conducted our audit in accordance with the standards of 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
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated 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 consolidated financial position of Modern Medical
Modalities Corporation and Subsidiaries as of December 31, 2009 and 2008, and
the consolidated results of operations and their cash flows for each of the
years ended December 31, 2009 and 2008, in conformity with accounting principles
generally accepted in the United States.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has had working capital
deficiencies and has suffered recurring losses from operations. These factors
raise doubt about its ability to continue as a going concern. Management's plans
regarding those matters also are described in Note 2. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





/s/
LIEBMAN GOLDBERG & HYMOWITZ, LLP





Garden
City, New York


Apr 15
2010




F-1





MODERN
MEDICAL MODALITIES CORPORATION AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS


December
31,





2009
            
            
            2008
      *ASSETSCurrent
      assets:Cash
      and cash equivalents
            
            $
            2,733,343
            
            
            $
            45,518Escrow
      funds – sale of assets
            
            
            300,000
            
            
            
            -Prepaid
      expenses
            
            
            30,642
            
            
            
            31,517Assets
      of discontinued operations
            
            
            597,873
            
            
            
            2,102,831Total
      current assets
            
            
            3,661,858
            
            
            
            2,179,866Property
      and equipment, net of accumulated depreciation of  $81,929 and
      $64,646, respectively
            
            
            35,766
            
            
            
            24,568Other
      assets:Purchased
      software
            
            
            1,287,917
            
            
            
            1,287,917Restricted
      stock held for investment
            
            
            150,750
            
            
            
            -Total
      other assets
            
            
            1,438,667
            
            
            
            1,287,917TOTAL
      ASSETS
            
            $
            5,136,291
            
            
            $
            3,492,351







*=
Restated to conform to 2009 presentation.




See notes
to consolidated financial statements.




F-2




MODERN
MEDICAL MODALITIES CORPORATION AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS


December
31,




2009
              
              
              
              2008
              *LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIENCY)Current
      liabilities:Accounts
      payable
              
              $
              94,014
              
              
              $
              120,230Accrued
      expenses
              
              
              382,555
              
              
              
              995,575Note
      payable
              
              
              250,000
              
              
              
              250,000Current
      portion long term debt
              
              
              9,097
              
              
              
              12,213Liabilities
      of discontinued operations
              
              
              2,348,143
              
              
              
              2,480,708Total
      current liabilities
              
              
              3,083,809
              
              
              
              3,858,726Other
      liabilities:Long
      term debt
              
              
              4,342
              
              
              
              7,150Total
      other liabilities
              
              
              4,342
              
              
              
              7,150Total
      liabilities
              
              
              3,088,151
              
              
              
              3,865,876Commitments
      and contingenciesStockholders'
      equity (deficiency):Preferred
      stock, $0.0002 par value, authorized - 1,000,000 shares, issued and
      outstanding - 0 shares
              
              
              -
              
              
              
              -Common
      stock, $0.0002 par value, authorized - 99,000,000 shares, issued –
      26,527,051 shares and outstanding – 25,673,385 shares at December 31, 2009
      and issued  - 24,594,051 shares and outstanding 24,234051 at
      December 31, 2008
              
              
              5,305
              
              
              
              5,305Additional
      paid-in capital
              
              
              11,944,866
              
              
              
              11,799,216Accumulated
      (deficit)
              
              
              (9,764,531
              )
              
              
              (12,115,546
              )Treasury
      common stock, $0.0002 par value, 853,666 shares at cost
              
              
              (137,500
              )
              
              
              (62,500
              )Total
      stockholders' equity (deficiency)
              
              
              2,048,140
              
              
              
              (373,525
              )TOTAL
      LIABILITIES AND STOCKHOLDERS'
    EQUITY  (DEFICIENCY)
              
              $
              5,136,291
              
              
              $
              3,492,351


*=
Restated to conform to 2009 presentation.


See notes
to consolidated financial statements.




F-3





MODERN
MEDICAL MODALITIES CORPORATION AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF OPERATIONS


For the
Years Ended December 31,




2009
              
              
              
              2008*Net
      revenues from services
              
              
              
              
              $
              16,911
              
              
              $
              30,380Cost
      of services provided
              
              
              
              
              
              2,737
              
              
              
              1,320Gross
      profit
              
              
              
              
              
              14,174
              
              
              
              29,060Operating
      Expenses:Selling,
      general and administrative
              
              
              
              
              
              532,588
              
              
              
              449,324Depreciation
      and amortization
              
              
              
              
              
              17,285
              
              
              
              19,767Total
      operating expenses
              
              
              
              
              
              549,873
              
              
              
              469,091(Loss)
      from continuing operations before interest expense,other expense and income
      taxes
              
              
              
              
              
              (535,699
              )
              
              
              (440,031
              )Other
      (expenses):Interest
      expense
              
              
              
              
              
              (77,468
              )
              
              
              (71,656
              )(Loss)
      from continuing operations before income taxes
              
              
              
              
              
              (613,167
              )
              
              
              (511,687
              )Provision
      for income taxes
              
              
              
              
              
              62,679
              
              
              
              145,335(Loss)
      from continuing operations
              
              
              
              
              
              (675,846
              )
              
              
              (657,022
              )Discontinued
      operations:Loss
      from operations of Union Imaging Associatesless
      applicable income tax benefits of $82,278
              
              
              (277,516
              )Loss
      from operations of PET Scan at Union Imagingless
      applicable income taxes of $0
              
              
              (68,584
              )Loss
      from operations Union Imaging Center lessApplicable
      income taxes of $63,011
              
              
              (385,180
              )(Loss)
      income from discontinued operations, net of taxes
              
              
              
              
              
              
              (731,280
              )
              
              
              (560,731
              )Gain
      on disposal of discontinued operations, net of taxes
              
              
              
              
              
              
              3,758,141
              
              
              
              -Net
      income (loss)
              
              
              
              
              
              $
              2,351,015
              
              
              $
              (1,217,753
              )Basic
      earnings per share:(Loss)
      from continuing operations
              
              
              
              
              
              $
              (0.03
              )
              
              $
              (0.03
              )(Loss)
      income from discontinued operations
              
              
              
              
              
              
              (0.03
              )
              
              
              (0.02
              )Gain
      on disposal of discontinued operations
              
              
              
              
              
              
              0.15
              
              
              
              -Basic
      income (loss) per share
              
              
              
              
              
              $
              0.09
              
              
              $
              (0.05
              )Number
      of weighted average shares outstanding
              
              
              
              
              
              
              25,432,760
              
              
              
              24,737,648Diluted
      earnings per share:(Loss)
      from continuing operations
              
              
              
              
              
              $
              (0.02
              )(Loss)
      income from discontinued operations
              
              
              
              
              
              
              (0.02
              )Gain
      on disposal of discontinued operations
              
              
              
              
              
              
              0.11Diluted
      income per share
              
              
              
              
              
              $
              0.07Number
      of weighted average shares outstanding
              
              
              
              
              
              
              34,819,391


*=
Restated to conform to 2009 presentation.


See notes
to consolidated financial statements.




F-4





MODERN
MEDICAL MODALITIES CORPORATION AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)


FOR THE
YEARS ENDED DECEMBER 31, 2009 and 2008




Number
                of Shares
                Outstanding
              
              
              Common
                Stock
              
              
              Additional
                Paid- In
                Capital
              
              
              Treasury
                Stock
                at Cost
              
              
              Retained
                Earnings
                (Deficit)
              
              
              TotalBalance
      at January 1, 2008
              
              
              24,234,051
              
              
              $
              4,918
              
              
              $
              10,109,415
              
              
              $
              -
              
              
              $
              (10,897,793
              )
              
              $
              (783,460
              )Shares
      issued during 2008
              
              
              1,933,000
              
              
              
              387
              
              
              
              90,273
              
              
              
              -
              
              
              
              -
              
              
              
              90,660Value
      associated with SFAS 123(R) compensation
              
              
              -
              
              
              
              -
              
              
              
              1,599,528
              
              
              
              -
              
              
              
              -
              
              
              
              1,599,528Shares
      surrendered to Treasury
              
              
              (493,666
              )
              
              
              -
              
              
              
              -
              
              
              
              (62,500
              )
              
              
              -
              
              
              
              (62,500
              )Net
      loss for the year ended December 31, 2008:(Loss)
      from continuing operations
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (657,022
              )
              
              
              (657,022
              )Income
      from discontinued operations
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (560,731
              )
              
              
              (560,731
              )Balance
      at January 1, 2009
              
              
              25,673,385
              
              
              
              5,305
              
              
              
              11,799,216
              
              
              
              (62,500
              )
              
              
              (12,115,546
              )
              
              
              (373,525
              )Value
      associated with SFAS 123(R) compensation
              
              
              -
              
              
              
              -
              
              
              
              145,650
              
              
              
              -
              
              
              
              -
              
              
              
              145,650Shares
      surrendered to Treasury
              
              
              (350,000
              )
              
              
              -
              
              
              
              -
              
              
              
              (75,000
              )
              
              
              -
              
              
              
              (75,000
              )Net
      loss for the year ended December 31, 2009:(Loss)
      from continuing operations
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (675,846
              )
              
              
              (675,846
              )(Loss)
      from discontinued operations
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (731,280
              )
              
              
              (731,280
              )Gain
      from disposal of discontinued operations
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              3,758,141
              
              
              
              3,758,141Balance
      at December 31, 2009
              
              
              25,323,385
              
              
              $
              5,305
              
              
              $
              11,944,866
              
              
              $
              (137,500
              )
              
              $
              (9,764,531
              )
              
              $
              2,048,140




See notes
to consolidated financial statements.




F-5




MODERN
MEDICAL MODALITIES CORPORATION AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


For the years ended December
31,




2009
            
            
            
            2008*Cash
      flows from operating activitiesNet
      income (loss)
            
            $
            2,351,015
            
            
            $
            (1,217,753
            )Less:
      net income (loss) from discontinued operations
            
            
            3,026,861
            
            
            
            (560,731
            )Net
      income (loss) from continuing operations
            
            
            (675,846
            )
            
            
            (1,778,484
            )Adjustments
      to reconcile net income (loss) to net cashprovided
      by continuing operations:Depreciation
      and amortization
            
            
            17,285
            
            
            
            19,767Increase
      in Common Stock from issuance of shares and conversion of
    debt
            
            
            -
            
            
            
            387Increase
      in Additional Paid In Capital from issuance of shares
            
            
            -
            
            
            
            90,273Increase
      in Additional Paid In Capital from stock-based
compensationresulting  from
      issuance of employee stock options and warrants
            
            
            145,650
            
            
            
            1,599,528(Increase)
      in Treasury Stock at cost, from purchase of the Company's common
      shares
            
            
            (75,000
            )
            
            
            (62,500
            )Changes
      in current assets and liabilities:Prepaid
      Expenses
            
            
            876
            
            
            
            (11,882
            )Accounts
      payable
            
            
            (26,218
            )
            
            
            (672,697
            )Accrued
      expenses
            
            
            (613,020
            )
            
            
            351,368Changes
      in non-current assets and liabilities:(Increase)
      in escrow funds receivable
            
            
            (300,000
            )
            
            
            -Fixed
      asset acquisitions
            
            
            (28,481
            )
            
            
            -(Increase)
      in Purchased Software
            
            
            -
            
            
            
            (63,473
            )Net
      (reduction) long term debt
            
            
            (5,925
            )
            
            
            (434,457
            )(Increase)
      in restricted stock held for investment
            
            
            (150,750
            )
            
            
            -Net
      cash (used in) by operating activities from continuing
      operations
            
            
            (1,711,428
            )
            
            
            (962,170
            )Net
      cash provided by operating activities from discontinued
      operations
            
            
            4,399,253
            
            
            
            956,263Net
      cash provided by (used in) operating activities
            
            
            2,687,825
            
            
            
            (5,907
            )Cash
      and equivalents, beginning of the year
            
            
            45,518
            
            
            
            51,425Cash
      and equivalents, at year end
            
            $
            2,734,343
            
            
            $
            45,518Supplemental
      cash flow informationCash
      items:Interest
      paid
            
            $
            218,602
            
            
            $
            189,324Income
      taxes paid
            
            $
            238,265
            
            
            $
            91,235Non-cash
      items:Common
      shares issued for purchased share in subsidary
            
            
            -
            
            
            
            150,000Common
      shares issued for compensation
            
            
            -
            
            
            
            1,283,000Common
      shares issued for private placement
            
            
            -
            
            
            
            500,000


*=
Restated to conform to 2009 presentation.


See notes
to consolidated financial statements.




F-6





MODERN
MEDICAL MODALITIES CORPORATION AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2009 AND 2008





NOTE 1 -
GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:





Organization
and Business:





Modern
Medical Modalities Corporation (the "Company") was incorporated in the State of
New Jersey on December 6, 1989. Modern Modalities Corporation was incorporated
in the State of New Jersey on June 4, 1990.  The two companies had
common ownership, directors and officers. In July 1992 the two companies were
merged under the laws of the State of New Jersey, by way of an agreement
accounted for as a tax-free merger. The surviving corporation was Modern
Modalities Corporation and was renamed Modern Medical Modalities
Corporation.  Initially the Company provided high technology medical
equipment and management services to hospitals and physicians.  More
recently the Company isproviding cloud
computing driven, healthcare administrative and information services that are
supported by our advanced, web-based, enterprise-wide information system. Our
healthcare administrative and information services have the capacity to service
multi-specialty healthcare markets. The healthcare administrative and
information services include human resources, supply management, medical
customer relationship management (CRM), electronic health records, patient
billing and accounts receivables services, claims adjudication services, and
business intelligence services.





Basis of
Presentation:





The
consolidated financial statements include the accounts of the Company, its
wholly-owned subsidiaries, HealthIXS Corporation, Union Imaging Center, LLC,
Metairie Medical Equipment Leasing Corp., Union Imaging Associates, Inc. Union
Imaging Associates, JV and PET Scan at Union Imaging, LLC.  By
contract the Company manages the joint venture, is the managing joint venturer
and has unilateral control.





All
significant inter-company transactions and accounts have been eliminated in
consolidation.





The
Company recognizes revenue from services upon performance of medical, management
and marketing services for financial statement reporting purposes.





Use of
Estimates:





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




F-7





Concentration
of Credit Risk/Fair Value:





Financial
instruments that potentially subject the Company to concentrations of credit
risk consist principally of cash and accounts receivable.





The
Company maintains, at times, deposits in federally insured financial
institutions in excess of federally insured limits. Management attempts to
monitor the soundness of the financial institutions and believes the Company's
risk is negligible. Concentrations with regard to accounts receivable are
limited due to the Company's large customer base.





The
carrying amounts of cash, accounts receivable, accounts payable and accrued
expenses approximate fair value due to the short-term of these items. The
carrying amount of long-term debt also approximates fair value since the
interest rates on these instruments approximate market interest
rates.





Cash and
Cash Equivalents:





The
Company considers all highly liquid debt instruments purchased with an original
maturity of three months or less to be cash equivalents. The Company places its
cash with high credit quality financial institutions.





Property
and Equipment:





Furniture,
fixtures, equipment and leasehold improvements are stated at cost. Depreciation
and amortization are provided for, generally using the straight-line method over
the lease term or the estimated useful lives of the related asset, which is five
to seven years for office equipment and furniture and fixtures.





Deferred
Financing Costs:





All
deferred financing costs incurred by the Company in conjunction with the
issuance of convertible notes and warrants were amortized over a period of
twelve months, the term of the debt.





Income
Taxes:





The
Company accounts for income taxes under SFAS No. 109, "Accounting for Income
Taxes". SFAS 109 requires an asset and liability approach for financial
reporting for income taxes. Under SFAS 109, deferred taxes are provided for
temporary differences between the carrying values of the assets and liabilities
for financial reporting and tax purposes at the enacted rates at which these
differences are expected to reverse.




Net
Income (Loss) Per Share:





Net
income (loss) per common share amounts ("basic EPS") are computed by dividing
net earnings (loss) by the weighted average number of common shares outstanding,
excluding any potential dilution. Net income (loss) per common share amounts
assuming dilution ("diluted EPS") are computed by reflecting potential dilution
from the exercise of stock options and warrants.





Stock-based
Compensation:





Under the
provisions of SFAS 123(R), employee stock awards under the Company’s
compensation plan, the Company measures compensation expense for cost of
services received from employees in a share-based payment transaction using fair
market value of  the underlying stock award on the date of grant net
of any employees pay (or obligated to pay) for the stock granted.





The
Company measures compensation expense for its non-employee stock-based
compensation under the Financial Accounting Standards Board (FASB) Emerging
Issued 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 fair value of the stock awarded is used to
measure the transaction, as this is more reliable than the fair value of
services received. Fair value is measured as the value of the Company’s common
stock 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 stock award is charged directly to compensation expense and
additional-paid-in-capital.




F-8





The
Company uses the most recent closing price in valuing common stock used in
financial transactions. This policy is used for both employee and non-employee
transactions involving common stock and the setting of exercise prices for
options or warrants.




Retirement
Plan:





The
Company maintains a qualified 401(k) wage deferral plan. Employees may defer a
portion of their salary. The Company did not contribute to the plan during 2009
or 2008.





Impairment
or Disposal of Long-Lived Assets:





The
Company has adopted SFAS No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets". The statement supersedes SFAS No. 121 and Accounting
Principles Board Opinion No. 30 "Reporting Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions". The Statement retains the
fundamental provisions of SFAS No. 121 for the recognition and measurement of
impairment, but accounting and reporting standards for segments of a business to
be disposed of.





Purchased
Software Asset and FASB 144 Financial Valuation and Analysis:





On
February 28, 2007 and September 14, 2007, we purchased two software assets and
combined them into one software asset. The software asset has been enhanced
through customizations to meet a broader range of needs, and is key to our
web-based, enterprise-wide, healthcare information system (HIS). We recorded at
cost the HIS software asset for the period ending December 31, 2007 based on the
combined purchase prices of the two software assets and certain costs related to
the customizations made in 2008.





In order
to validate the value of the HIS software asset as recorded in our financial
statements and to determine if there is any impairment or reduction in value, we
hired an independent Company in 2007 to perform financial valuation consulting
and calculation analysis services using guidance provided in FASB 144 by
applying the fair value standard as defined in FASB pronouncements and business
valuation calculations and consultation analysis. These services were performed
in accordance with the standards and definitions of the American Institute of
Certified Public Accountants’ (AICPA’s) Code of Professional Conduct and
Statement on Standards for Valuation Services (SSVS) and all standards of the
National Association of Certified Valuation Analysts (NACVA).





The
result of the independent FASB 144 business valuation calculations and
consultation analysis conducted for us in 2007 was that our HIS software asset
shows no indication of impairment based on current market conditions and its
projected net cash flow - undiscounted. We determined that based on the
independent FASB 144 business valuation calculations and consultation analysis
conducted for us in 2007 and the on-going enhancements made to the software in
2008, that the HIS software asset is worth at the least the value recorded in
our financial statements, and that we do not need to reduce the recorded value
of the HIS software asset at this time.  Amortization will be
recognized when the asset is placed in service and over its useful
life.





Recent
Accounting Pronouncements:





In June
2009, the FSAB issued Statement No. 168, The FASB Accounting Standards
modification and Hierarchy of Generally Accepted Accounting Principles, a
replacement of FASB Statement No. 162 (“FAS 168).  Effective for
financial statements issued for interim and annual periods ending after
September 15, 2009 the FASB ASC (the “Codification”) is now the authoritative
source of U.S. generally accepted accounting principles.  The
Codification changes the structure of the authoritative guidance to a Topic
based model versus the previous model of the Original Pronouncements, modified
by Emerging Issues Task Force abstracts, FASB Staff Positions,
etc.  Among other things, the Codification is expected to: reduce the
amount of time and effort required to solve an accounting research issue;
mitigate the risk of noncompliance through improved usability of literature;
provide accurate information with real-time updates as Accounting Standards
Updates are released; and assist the FASB with research and convergence
efforts.  The adoption of the Codification did not impact the
Company’s financial condition or operating results





In May
2009, the FASB issued Statement 165, Subsequent Events (FASB Accounting
Standards Codification (ASC) 855, Subsequent Events), to incorporate the
accounting and disclosure requirements for subsequent events into U.S. generally
accepted accounting principles.  Prior to the issuance of the
Statement, these requirements were included in the auditing standards in AICPA
AU section 560, Subsequent Events.  ASC 855 introduces new
terminology, defines a date through which management must evaluate subsequent
events, and lists the circumstances under which an entity must recognize and
disclose events or transactions occurring after the balance-sheet date and
disclose events or transactions  occurring after the balance-sheet
date.  It is effective prospectively for interim or annual reporting
periods ending after June 15, 2009.  The adoption of this standard did
not have an impact on our results of operations or financial
position.





Classification





Certain
items of 2008 have been reclassified to conform to 2009
classification.




F-9





NOTE 2 -
GOING CONCERN UNCERTAINTY:





Modern
Medical's December 31, 2009 and 2008 financial statements have been presented on
a basis that it is a going concern, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of
business.  The Company has incurred losses of $675,846 and $657,022
from continuing operations for the years ended December 31, 2009 and
2008.  In addition the Company had a working capital deficiency for
the year ending December 31, 2008 of $1,678,860.   Also, as of
December 31, 2008 the Company had a stockholder deficiency of
$373,525.  These factors raise doubt about the Company’s ability to
continue as a going concern.  Although the Company has experienced
financial gains for fiscal years ended December 31, 2009 and 2008 and has made
improvements since last recording losses, the audit reports have an explanatory
paragraph stating that Modern Medicals’ continued existence is in
doubt.





The
accompanying consolidated financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. The Company’s working capital deficiency of
$1,678,859 as of December 31, 2008, and has historically sustained significant
losses from operations, which raise doubt about the Company's ability to
continue as a going concern. In view of these matters, realization of the assets
of the Company is dependent upon the Company's ability to meet its financing
requirements and the success of future operations. The consolidated financial
statements do not include adjustments relating to the recoverability and
classification of recorded asset amounts and classification of liabilities that
might be necessary should the Company be unable to continue in
existence.





The
Company has continued its implementation of a restructuring plan and believes
this plan will make the Company profitable in future periods. The plan includes
focusing on providing outsourced administrative and information services through
our wholly-owned subsidiary HealthIXS Corporation, in order to expand into the
more profitable information and administrative services markets.  We
will also invest in businesses or ventures that may or may not be synergistic
with our past operations or our remaining information and administrative
services business operated by HealthIXS.  Management believes that the
steps it is taking will allow the Company to continue in existence.





NOTE 3 -
MERGERS, ACQUISITIONS AND MATERIAL DISPOSALS:





On
November 19, 2009, we and our wholly-owned subsidiaries Union Imaging
Associates, Inc. (“UIA”), Union Imaging Center, LLC (“UIC”) and PET Scan at
Union Imaging, LLC (“PET”) (UIA, UIC and PET, each a “Seller Company”,
collectively, the “Seller Companies”) entered into an Asset Purchase Agreement
(the “Agreement”) with New Jersey Imaging Partners, Inc., a New Jersey
corporation (“NJIP”), and NJIP’s parent corporation RadNet, Inc., a Delaware
corporation whose common stock is publicly traded on the NASDAQ Global Market
under the symbol RDNT (“RadNet”), pursuant to which NJIP agreed to purchase
substantially all of the assets of the Seller Companies that are used in
connection with the Seller Companies’ diagnostic imaging business (the “Asset
Sale”), for cash consideration of $5,000,000 (the “Cash Consideration”) plus
75,000 shares of restricted common stock of RDNT.  Other than in
respect of the Asset Sale, there is no material relationship between NJIP or
RDNT and us, or any of our affiliates, or any of our directors or officers,
or any associate of any such director or officer. NJIP, RadNet and the Seller
Companies have agreed that the Asset Sale closed on December 31,
2009.





NOTE 4 -
PROPERTY AND EQUIPMENT:





Property
and equipment are summarized by major classification as follows:





December
      31,Useful
      lives
            
            2009
            
            
            2008Furniture
      and Fixtures
            
            3
      -  5 years
            
            $
            3,902
            
            
            $
            6,402Automobiles
            
            5
      years
            
            
            67,865
            
            
            
            67,865Computer
      equipment and software
            
            3  years
            
            
            45,928
            
            
            
            17,447117,695
            
            
            
            91,714Less:
      Accumulated Depreciation and Amortization
            
            
            
            
            81,929
            
            
            
            67,146$
            35,766
            
            
            $
            24,568Depreciation
      expense for the years ended
            
            
            
            $
            17,285
            
            
            $
            19,767





NOTE 5 -
EMPLOYEE STOCK OPTIONS AND RELATED BONUS PLANS:





The
purpose of the 2003 and 1999 Option Plans is to grant officers, employees and
others who provide significant services to the Company a favorable opportunity
to acquire Common Stock so that they have an incentive to contribute its success
and remain in its employ. Under the 2003 and 1999 Option Plans, the Company is
authorized to issue options for a total of 2,000,000 and 500,000 shares of
Common Stock, respectively.




F-10





On June
11, 2007, we filed an S-8 registration statement for securities related to our
2003 Stock Option Plan. Descriptions of our 2003 Stock Option Plan and the
securities are contained in our filing of the S-8 registration statement, which
includes 2,000,000 shares of common stock to cover stock options for up to
2,000,000 shares with a proposed maximum offering price of $0.67 per share and a
proposed maximum aggregate offering price of $1,340,000. On November 6, 2007, we
entered into incentive stock option agreements with employees of the Company to
provide incentives for remaining with the Company and to encourage extra efforts
and increased performance. We issued stock options for 190,000 shares of our
common stock at an exercise price of $0.37 per share. The stock options have a
10 year term and the vesting criteria is based on a 3 year period, whereby 1/3
of the shares are vested each year for the periods November 5, 2008, November 5,
2009, and November 5, 2010. The terms of the employee stock option plan requires
an employee to exercise their option within 90 days of leaving the
Company.   Effective December 31, 2009, as a result of the sale
of substantially all the Company’s operating assets effective December 31, 2009,
the majority of our employees were terminated.  Effective March 30,
2010, all employee stock options were canceled.





On
October 9, 2007, we entered amended, cancelled, and issued new Performance Stock
Agreements with certain directors and management to encourage extraordinary
efforts in key categories that better fit our expanded growth strategy, which
now includes obtaining new direct sales of our information system and
administrative services to other healthcare organizations in addition to
obtaining new business through acquisitions and to provide incentives based on
new performance criteria. The Company believes that Paul Harrison will be very
instrumental in providing growth strategy and guidance and in using his
experience, contacts, and track record to help rapidly grow the Company through
direct sales of its systems and services and through acquisitions, and certain
management will be important to helping integrate the acquisitions and the
Modern Medical Network System on a profitable basis. On October 9, 2007, we
amended Paul Harrison’s performance based stock warrant agreement with the same
number of 1,800,000 shares at the same exercise price of $0.65 per share based
on the following new criteria and allocations: 360,000 stock warrants upon
execution of the Agreement; 360,000 stock warrants awarded for each $1,000,000,
up to an aggregate award of 1,080,000 stock warrants based on up to $3,000,000
in aggregate revenues, contracted for, or generated by, the Company (including
its subsidiaries and affiliates) in information systems and services related
sales or transactions and in related administrative services sales or
transactions using the Company’s information system; and 360,000 stock warrants
after the Company’s Information System is used by another organization. We
cancelled Bruce Phillips’ performance based stock option agreement for 400,000
shares at $0.65 per share issued on June 1, 2007 and on October 9, 2007, issued
him a performance based warrant agreement for the same number of 400,000 shares
at the same price of $0.65 per share based on the following criteria and
allocations: 200,000 stock warrants upon execution of the Agreement; 50,000
stock warrants awarded for each $1,000,000, up to an aggregate award of 150,000
stock warrants based on up to $3,000,000 in aggregate revenues, contracted for,
or generated by the Company (including its subsidiaries and affiliates) in
information systems and services related sales or transactions and in related
administrative services sales or transactions using the Company’s information
system; 50,000 stock warrants after the Company’s Information System is used by
another organization. On October 9, 2007, the Company entered into a warrant
agreement with Baruh Hayut and granted him a stock warrant for 720,000 shares at
$0.75 per share based on the following criteria: 720,000 stock warrants awarded
once $3,000,000 in aggregate revenues have been contracted for, or generated by,
the Company (including its subsidiaries and affiliates) in information systems
and services related sales or transactions and in related administrative
services sales or transactions using the Company’s information
system.   On September 2, 2008, to provide incentives to the
above named parties  and build long term commitment to the Company,
the Board of Directors authorized removal of performance conditions with the
exception that the exercise price remained the same of the above Stock Option
and Warrant agreements for Baruh Hayut, Paul Harrison and Bruce
Phillips.





There are
no other material relationships between the Company or its affiliates and any of
the parties that were granted the Performance Based Stock Options, Three-Year
Stock Options and Cash Performance Bonus other than those described
herein.





A summary
of stock option activity as of December 31, 2009 and 2008 and changes during the
years ended on those dates is presented below:





2009
            
            
            2008Stock
    Options
            
            Shares
            
            
            Weighted
              Average
              Exercise
              Price
            
            
            Shares
            
            
            Weighted
              Average
              Exercise
              PriceOutstanding
      at beginning of year
            
            
            1,241,000
            
            
            $
            0.4801
            
            
            
            1,558,000
            
            
            $
            0.4841Granted
            
            
            0
            
            
            $
            0.0000
            
            
            
            0
            
            
            $
            0.0000Exercised
            
            
            0
            
            
            $
            0.0000
            
            
            
            0
            
            
            $
            0.0000Forfeited
      or expired
            
            
            (390,000)
            
            
            $
            0.4367
            
            
            
            (317,000)
            
            
            $
            0.5000Outstanding
      at end of year
            
            
            851,000
            
            
            $
            0.5000
            
            
            
            1,241,000
            
            
            $
            0.4801




F-11




The
following table summarizes the status of non-vested shares of stock options as
of December 31,




2009
            
            
            
            
            
            2008.Non-vested
      Shares
            
            Shares
            
            
            Weighted
              Average
              Grant Date
              Fair Value
            
            
            Shares
            
            
            Weighted
              Average
              Grant Date
              Fair ValueNon-vested
      at beginning of year
            
            
            259,995
            
            
            $
            0.4367
            
            
            
            1,291,330
            
            
            $
            0.4809Grant
            
            
            0
            
            
            $
            0.0000
            
            
            
            0
            
            
            $
            0.0000Vested
            
            
            66,664
            
            
            $
            0.5000
            
            
            
            (772,669)
            
            
            $
            0.4893Forfeited
      or expired
            
            
            193,331
            
            
            $
            0.4148
            
            
            
            (258,666)
            
            
            $
            0.5000Non-vested
      at end of year
            
            
            0
            
            
            $
            0.0000
            
            
            
            259,995
            
            
            $
            0.4367





The
following table summarizes information about stock options outstanding at
December 31, 2009:





WeightedAverage
            
            
            Weighted
            
            
            
            
            
            WeightedRemaining
            
            
            Average
            
            
            
            
            
            AverageExercise
            
            Number
            
            
            Contractual
            
            
            Exercise
            
            
            Number
            
            
            ExercisePrices
            
            Outstanding
            
            
            Life
      in Years
            
            
            Price
            
            
            Exercisable
            
            
            Price$           0.5000
            
            
            851,000
            
            
            
            2.75
            
            
            $
            0.5000
            
            
            
            851,000
            
            
            $
            0.5000








Note 6 -
SHARE-BASED PAYMENTS IN ACCORDANCE WITH SFAS 123(R):





On
January 1, 2006, we adopted SFAS No. 123(R), Share-Based Payment, which
requires companies to expense the grant date fair value of employee stock
options and other forms of share-based awards. SFAS 123(R) addresses
accounting for share-based awards, including shares issued under employee stock
purchase plans, stock options, and share-based awards, with compensation expense
measured using the fair value, for financial reporting purposes, and recorded
over the requisite service period of the award. In accordance with
SFAS 123(R), we recognize compensation expense for awards granted and
awards modified, repurchased, or cancelled after the adoption date. Under
SFAS 123(R), we estimate the fair value of stock options and share-based
awards using the Simple Black-Scholes European Option Pricing
Model.





For the
twelve month periods ended December 31, 2009 and 2008, we conducted an outside
independent analysis and our own review, and based on the results, we recognized
$145,592 and $1,599,528, respectively, in share-based payments related to
warrants and stock options issued with the rights to exercise 1,390,000 shares
in 2009 and 4,494,000 shares in 2008 of our common stock.





At
December 31, 2009, the Company has no unrecognized compensation cost related to
unvested stock options. The balance of these costs, $39,063 was recognized in
the 4th quarter
2009.




F-12





The fair
value of our options issued during the years ended December 31, 2009 and
2008, was determined using the Simple Black-Scholes European Option Pricing
Model with the following range of assumptions:





Year
      EndedDecember
      31,2009
            
            
            2008Risk-free
      interest rate
            
            
            3.5%
      - 3.9
            %
            
            
            3.5%
      - 3.9
            %Expected
      dividend yield
            
            
            0.0
            %
            
            
            0.0
            %Option
      remaining term (in years)
            
            
            5.0
            
            
            
            5.0Expected
      stock volatility
            
            
            134%-327
            %
            
            
            134%-327
            %





NOTE 7 -
LONG-TERM DEBT:





Long-term
debt consists of the following:




December
      31,
              2009Notes
      payable
            
            $
            250,000Capitalized
      lease obligations
            
            
            13,439Less
      current portion
            
            
            (259,097)Long-term
      debt, net of current portion
            
            $
            4,342





Notes
Payable:





The
future principal payments for long-term notes payable obligations are as
follows:





December 31,
              20092010
            
            $
            250,000





On
September 14, 2007 we entered into an Asset Purchase Agreement (the "Agreement")
with MTI Partners II, L.P.("MTI-II") to acquire MTI-II's Healthcare Payer Admin
Software Asset (the "Asset") in exchange for 500,000 shares of our common stock
("Common Stock"), warrants ("Warrants") for 900,000 shares of our common stock
with an exercise price of $0.70 per share, and $250,000 to be paid within 12
months from the date of the Agreement. The transaction is expected to close by
the end of September 2007. The Asset consists of healthcare payer admin computer
software that helps organize, manage, and maintain health plans, membership,
eligibility, claims administration, and includes other customized components.
The shares of Common stock were issued pursuant to Section 4(2) of the
Securities Act of 1933, as amended. Paul Harrison, a member of the Board of
Directors of MODM, is the President of INEX Group, Inc., which serves as the
General Partner of MTI-II. Mr. Harrison will be entitled to receive 281,250
shares of our Common Stock, and a Warrant for 506,250 of our Common Stock with
an exercise price of $0.70 per share issuable to MTI-II pursuant to this
Agreement. We renegotiated the $250,000 note, paying $83,000 on January 14, 2010
and extending the balance to December 31, 2010.  Starting February 1,
2010, we are paying $1,113.33 monthly interest or a 8% annual rate of
interest.




Capitalized
Lease Obligations:





The
Company entered into certain leases for the rental of equipment, which have been
recorded as capital leases for financial statement reporting purposes and are
included in equipment. The assets and liabilities under capital leases are
recorded at the lower of the present value of the minimum lease payments or the
fair market value of the asset. Accumulated depreciation of assets under capital
lease at December 31, 2009 aggregated $40,767. The interest rates on these
capital leases vary between 10.0% and 20.3% per annum. Monthly payments for
these leases are approximately $1,505 for interest and principal.





The
future principal payments for capital lease obligations are as
follows:





December
      31,
              20092010
            
            $
            9,0962011
            
            
            2,4162012
            
            
            1,9272013
            
            
            02014
      & Beyond
            
            
            0$
            13,439




On June
11, 2007, we purchased an automobile from Medical Equipment Solutions, Inc. for
$57,200. The terms were a $19,200 down payment, $10,000 in cash and $9,200 by
issuing a warrant valued at $9,200 with five-year duration for 50,000 shares at
an exercise price of $0.75 per share. The balance is being paid in 36 equal
monthly payments of $1,226 per month with a 10% annual interest
rate.




F-13





On August
19, 2009, we purchased miscellaneous Apple computer equipment for use in our
corporate offices from Apple, Inc. for $6,849.00. The terms were $260.81 equal
monthly payments plus applicable taxes for 36 months, with a 21.79% annual
interest rate.  There was no advance payment and there is a $1
purchase option at the end of the lease.





NOTE 8 -
INCOME TAXES:





The
Company recognizes deferred tax liabilities and assets for the expected future
tax consequences of events that have been recognized in the Company's financial
statements or tax returns. Under this method, deferred tax liabilities and
assets are determined based on the differences between the financial statement
carrying amounts and tax basis of assets and liabilities using enacted rates in
effect in the years in which the differences are expected to
reverse.





The
Company has recorded an income tax provision (credit) at December 31, 2009 and
2008 of $207,968 and $145,336, respectively. The Company has a net operating
loss carry-forward for federal income tax purposes of approximately $3,379,956,
available to offset income taxes through 2016 - 2023.





The
components of the Company's provision (benefit) for income taxes, for the fiscal
years ended 2009 and 2008 are as follows: Update Table





2009
            
            
            2008Current:Federal
            
            $
            58,046
            
            
            $
            -State
      and local
            
            
            149,921
            
            
            
            145,335Deferred:Federal
            
            
            -
            
            
            
            -State
      and local
            
            
            -
            
            
            
            -Provision
      for income taxes
            
            $
            207,968
            
            
            $
            145,335





A
reconciliation of income tax computed at the federal and state statutory rates
of 34% and 9%, respectively to income tax expense (benefit) is as
follows:





2009
            
            
            2008U.S.
      Federal statutory rate
            
            $
            (1,149,185)
            
            
            $
            (5,207,800)State
      taxes
            
            
            (304,196)
            
            
            
            (1,339,200)Effective
      tax rate
            
            $
            (1,453,381)
            
            
            $
            (6,547,000)





The tax
effects of temporary differences that give rise to significant portions of the
deferred tax assets and deferred tax liabilities at December 31, 2009 and 2008
are presented below: Update Table





2009
            
            
            2008Deferred
      tax assets:Net
      operating loss carry forward
            
            $
            (1,453,381)
            
            
            $
            (6,547,000)Less
      valuation allowance
            
            
            1,453,381
            
            
            
            6,547,000Net
      deferred tax asset
            
            $
            -
            
            
            $
            -




F-14




The
valuation reserve decreased by $5,093,619.





Based on
the Company's continued historical losses and going concern uncertainties, the
net deferred tax assets are fully offset by valuation allowances.





In
assessing the ability to realize the deferred tax assets, management considers
whether it is more likely than not that some portion or all 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 periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of tax liabilities, projected future taxable income and tax
planning strategies in making this assessment.





Under
Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), the
utilization of net operating loss carry forwards is limited under the change in
stock ownership rules of the Code. As a result of ownership changes, which
occurred in June 2002, the Company's operating loss carry forwards are subject
to these limitations. Future ownership changes could also further limit the
utilization of any net operating loss carry forwards as of that
date.





NOTE 9 -
Equity Compensation Plan Information:





Plan
category Number of Securities to Weighted-average Number of securities be issued
upon exercise price of remaining available for of outstanding options,
outstanding options, future issuance under warrants and rights warrants and
rights equity compensation plans (excluding securities reflected in column
(a))





Equity
Compensation Plan Information





Plan Category
            
            Number of Securities to be
      issued upon exercise of
      outstanding options
            
            
            Weighted-average exercise price of
      outstanding options,
      warrants and rights
      plans (excluding
      securities reflected in
      column (a))
            
            
            Number of Securities
      remaining available for
      future issuance under
      equity compensationEquity compensation plans approved by security
      holders
            
            
            851,000
            
            
            $
            0.5000
            
            
            
            1,649,000Equity
      compensation plans not approved by security holders
            
            
            8,535,198
            
            
            $
            0.5202
            
            
            
            -0-





NOTE 10 -
RELATED PARTY TRANSACTIONS:





Modern
Medical believes that the transactions set forth below were made on terms no
less favorable to it than could have been obtained from unaffiliated third
parties. All future transactions, including any loans between Modern Medical and
any of its officers, directors, principal stockholders and their affiliates will
be approved by a majority of Modern Medicals board of directors and will
continue to be on terms no less favorable to Modern Medical than could be
obtained from unaffiliated third parties.





Ronnie
Antebi has provided term financing for various loan restructurings and Mr.
Antebi beneficially owns more than 5% of our outstanding shares of common stock.
 The Company charged operations $192,709 in 2009 and $203,289 in 2008 under
these agreements.  Ronnie Antebi and Yosef Azoulai have jointly and
individually provided term financing for various loan restructurings, of which
approximately $192,000 remains outstanding at December 31, 2009. On November 16,
2009, MODM entered into and consummated a new Agreement for Purchase and Sale of
Assets with MES (the “New MES Agreement”), pursuant to which MODM reacquired all
of MES’ interests in the MES Assets.  MODM acquired the MES Assets in
consideration of a non-interest bearing promissory note in the principal amount
of $670,000 (the “New MES Note”), due at the earlier of February 1, 2010 or the
closing date Asset Sale to NJIP; provided that if the New Note is not paid in
full on or before February 1, 2010, the New MES Agreement will be null and void
and ownership of the MES Assets will revert back to MES.  The New Note
is in satisfaction of all outstanding payment obligations of MODM to MES. This
was paid in full December 31, 2009, at the closing of the sale of the imaging
center assets.





On August
23, 2006, we issued a Warrant for the right to buy 100,000 shares of the
Company's common stock to Paul W. Harrison in connection with his appointment as
a director of the Company. The Warrant Agreement terms include an exercise price
of $0.18 per share, which was above market price at the time of the execution of
the Warrant Agreement. The exercise date is August 23, 2006 and the expiration
date is August 22, 2011. On August 24, 2006, Paul W. Harrison exercised his
rights under the August 23, 2006 Warrant Agreement and bought 45,000 shares of
the Company's common stock for $8,100. The 45,000 shares were issued on October
20, 2006.




F-15





On
September 14, 2007 we entered into an Asset Purchase Agreement (the "Agreement")
with MTI Partners II, L.P.("MTI-II") to acquire MTI-II's Healthcare Payer Admin
Software Asset (the "Asset") in exchange for 500,000 shares of our common stock
("Common Stock"), warrants ("Warrants") for 900,000 shares of our common stock
with an exercise price of $0.70 per share, and $250,000 to be paid within 12
months from the date of the Agreement. The transaction is expected to close by
the end of September 2007. The Asset consists of healthcare payer admin computer
software that helps organize, manage, and maintain health plans, membership,
eligibility, claims administration, and includes other customized components.
The shares of Common stock were issued pursuant to Section 4(2) of the
Securities Act of 1933, as amended. Paul Harrison, a member of the Board of
Directors of MODM, is the President of INEX Group, Inc., which serves as the
General Partner of MTI-II. Mr. Harrison will be entitled to receive 281,250
shares of our Common Stock, and a Warrant for 506,250 of our Common Stock with
an exercise price of $0.70 per share issuable to MTI-II pursuant to this
Agreement. We renegotiated the $250,000 note, paying $83,000 on January 14, 2010
and extending the balance to December 31, 2010.  Starting February 1,
2010, we are paying $1,113.33 monthly interest or a 8% annual rate of
interest.





NOTE 11 -
CHANGES IN DIRECTORS AND OFFICERS:





The
Company has no changes in Directors and Officers.





NOTE 12 -
COMMITMENTS AND CONTINGENCIES:





(a)
Employment Agreements:





The
Company has no employment agreements.





(b)
Properties:





In April 2005 Modern Medical entered
into a five (5) year lease agreement for approximately 7,150 square feet on
441-445 Chestnut St. in Union, NJ for approximately $15,000 per month. This
lease is renewable for an additional 5-year term at no more than $17,875 per
month, which term expires on April 1, 2015.  On March 19, 2008, Modern
Medical exercised its lease option through March 31, 2015 at $17,875 per month
and obtained an additional 5 year option through March 31, 2020 at $19,067 per
month. NJIP, the purchaser
of the imaging center assets, has assumed this lease and the landlord has
consented to the assumption. The company does have a potential of this lease
liability should the assuming party default on the lease.





In April 2005 Modern Medical entered
into a five (5) year lease agreement for approximately 2,250 square feet on 439
Chestnut St. in Union, NJ for approximately $3,844 per month. This lease is
renewable for an additional 5-year term at no more than $4,500 per month, which
term expires on April 1, 2015.  On March 19, 2008, Modern Medical
exercised its lease option through March 31, 2015 at $4,500 per month and
obtained an additional 5 year option through March 31, 2020 at $4,875 per month.
.. NJIP, the purchaser of
the imaging center assets, has assumed this lease and the landlord has consented
to the assumption. The company does have a potential of this lease liability
should the assuming party default on the lease.





The
Company has leased office space in Atlanta, Georgia from the Regus Management
Group, LLC.  The lease agreement is month to month, the monthly lease
payment is $1,105.  The lease gives us the ability to grow within the
same location and we feel it is ideal to start the expansion of our healthcare
administrative and information services under our HealthIXS banner.





The
Company continues to maintain its corporate offices at 439 Chestnut Street,
Union, New Jersey.  As part of the asset sale to NJIP the lease for
the property moved to them, however, under the transaction it was agreed that
Modern Medical would be able to maintain its corporate office at that
location.





As of
December 31, 2009 the Company has no future rent payments under non-cancelable
property leases. Facility rental expense charged to operations in 2009, 2008 and
2007 was $278,303, $291,196 and $297,071, respectively.





Modern
Medical believes that its current facilities are adequate to operate and grow
its business.





(c)
Other:





In April
2005 the Company completed buyout of the balance of CitiCorp lease for a lump
sum payment of $175,000 made on April 15, 2005 plus 25 equal monthly
installments of $1,000, which were completed in April 2007.  As a
result of this negotiated settlement the Company recorded a gain of $211,171 on
the settlement of this debt as of December 31, 2004.  We have a
contingent liability of $130,000 with CitiCorp who has notified us of past due
late fees on this note. The Company is currently disputing this charge with
CitiCorp and believes it was forgiven as part of the overall
settlement.




F-16





NOTE 13 –
LITIGATION:





On
September 29, 2008, we were served with a legal complaint and summons by Burgio
Enterprises, Ltd. (“Burgio”) for breach of contract and other related claims.
Burgio is seeking a judgment, and awards for contract damages in an amount in
excess of $10,000, compensatory damages in an amount in excess of $10,000,
punitive damages in an amount in excess of $10,000, and recovery of attorney
fees and costs of court and other expenses. We intend to vigorously defend this
claim.





On April
9, 2008, a complaint was filed by Spur Imaging Service, L.L.C. against Modern
Medical and Union Imaging Associates for breach of contract and other related
matters. The complaint was related to a Sub-Lease Agreement that we entered into
with Spur on or about May 18, 2005 for using certain MRI equipment that was
leased from Siemens Medical Solutions, USA, Inc. by Spur Imaging Service, LLC.
We agreed to make 63 payments of $21,400 totaling $1,348,200. We also entered
into a Forbearance Agreement with Spur that modified the Sub-Lease Agreement
payment terms. Spur filed the complaint claiming we owe them for payments not
made per the Sub-Lease and Forbearance Agreements, and for other costs, fees,
and expenses, and declared that we should return the MRI equipment. On September
16, 2008, we negotiated a settlement whereby Parent agreed to pay Siemens
Medical Solutions, USA, Inc. $525,000 and Spur Imaging Service, LLC $25,000, in
exchange for full settlement of the sub-lease. In October 2008, in exchange for
Siemens Medical Solutions, USA, Inc. (“Siemens Medical”) and Spur Imaging
Service, LLC (“Spur”) agreeing to forbear from exercising their enforcement
rights under the Consent Judgment through February 15, 2009. We paid Siemens
Medical $525,000 between October 6, 2008 and February 15, 2009 and paid Spur
$25,000 between October 6, 2008 and February 28, 2009 in full payment of the
$550,000 settlement of a sub-lease involving Siemens. On April 24, 2009 we
received documentation confirming that the Judgment was satisfied.





On July
9, 2008, we received copies of a lawsuit from Antoinette Gregoire. The lawsuit
claims that on or about July 11, 2006, Plaintiff Antoinette Gregoire underwent a
mammography at the facilities of Park Imaging Associates, P.A. and Union Imaging
Associates P.A. and that at such time, a suspicious abnormality of the left
breast was noted, consisting of a nodule requiring biopsy and it was later
determined that such nodule constituted ductal carcinoma. We are defending
against any claims being made.





On April
3, 2009, we received copies of a lawsuit from Mary Monar and David R. Monar, her
husband. The lawsuit claims that on or about December 29, 2004 and July 5,
2006, Plaintiff Mary Monar underwent a mammography at the facilities at Union
Imaging Center, LLC and that at such time, the suit claims a deviation and
departure from acceptable medical practice and negligence in failing to properly
diagnose the plaintiff.  As a result, the plaintiff developed breast
cancer that went untreated for two years.  This suit is under
discovery and we will defend against any alleged claims being made.





Note 14 -
FILING OF S-8 REGISTRATION STATEMENT FOR 2003 STOCK OPTION PLAN:





On June
11, 2007, we filed an S-8 registration statement for securities related to our
2003 Stock Option Plan. Descriptions of our 2003 Stock Option Plan and the
securities are contained in our filing of the S-8 registration statement, which
includes 2,000,000 shares of common stock to cover stock options for up to
2,000,000 shares with a proposed maximum offering price of $0.67 per share and a
proposed maximum aggregate offering price of $1,340,000. On November 6, 2007, we
entered into incentive stock option agreements with employees of the Company to
provide incentives for remaining with the Company and to encourage extra efforts
and increased performance. We issued stock options for 190,000 shares of our
common stock at an exercise price of $0.37 per share. The stock options have a
10 year term and the vesting criteria is based on a 3 year period, whereby 1/3
of the shares are vested each year for the periods November 5, 2008, November 5,
2009, and November 5, 2010.  All options for the 190,000 shares issued
to the employees on November 6, 2007, have expired as a result of the sale of
our imaging center assets to New Jersey Imaging Partners, LLC a wholly owned
subsidiary of RadNet, Inc.  All employees left the Company at that
time and either joined the new owners or went to work elsewhere; under the
employee stock option plan an employee has 90 days within which to exercise
their options once they have left the Company.  The 90 day period was
up March 31, 2010 and no options were exercised, resulting in the 190,000
options reverting to the plan.





NOTE 15 -
TERMINATION OF ASSET PURCHASE AGREEMENT WITH HD:





On
February 2, 2009, MODM filed a Form 8-K reporting that it and the Seller
Companies had entered into an asset purchase agreement with Health Diagnostics
of New Jersey, L.L.C. (“HD”), pursuant to which HD agreed to purchase
substantially all of the assets of Seller Companies used in connection with
Seller Companies’ diagnostic imaging business, subject to a condition that HD
obtain financing to consummate the transaction (the “HD
Agreement”).  In the event the HD Agreement failed to close on or
before March 31, 2009, MODM, the Seller Companies and HD each had the right to
terminate the HD Agreement at any time thereafter.  As MODM reported
in Part II, Item 5 of its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2009, on August 18, 2009 MODM notified HD that MODM was
terminating the HD Agreement as the final closing date specified therein had
passed, and HD informed MODM that HD would be unable to close the transaction
until an indeterminate date.  Until MODM terminated the Asset Purchase
Agreement, MODM was bound by the HD Agreement to not enter into any discussions
or negotiations with another potential purchaser regarding the sale of the
Seller Companies’ diagnostic imaging business.  None of MODM, the
Seller Companies or any of their respective affiliates had or has a material
relationship with HD, other than in respect of the HD Agreement.




F-17





NOTE 16 -
BUSINESS COLLABORATION AGREEMENT WITH RADNET MANAGEMENT, INC.:





On
December 31, 2009, HealthIXS Corporation, a Delaware corporation and wholly
owned subsidiary of Modern Medical Modalities Corporation (“MODM”), entered into
a Business Collaboration Agreement (the “Collaboration Agreement”) with RadNet
Management, Inc., a California corporation (“RadNet Management”), and New Jersey
Imaging Partners, Inc., a New Jersey corporation (“NJIP”), each of which is a
wholly-owned subsidiary of RadNet, Inc., a Delaware corporation whose common
stock is publicly traded on the NASDAQ Global Market under the symbol RDNT
(“RDNT”).  RadNet Management and NJIP are referred to herein
collectively as “RadNet”.  Pursuant to the Collaboration Agreement,
RadNet agreed to license from HealthIXS, on a non-exclusive basis for an initial
term of one year, the private labeled RadNet Derivative Information System
(“RADIS”) based on proprietary software of HealthIXS designed to provide
information technology services to the healthcare sector.  RadNet
agreed to pay HealthIXS a cash license fee payable in 12 equal monthly
installments, starting with the signing of the agreement, plus a single balloon
payment in one year from the date of the agreement.  The amount of the
fee is the subject of a confidential treatment request filed by us with the
Securities and Exchange Commission.  For no additional fee, HealthIXS
will provide RadNet with certain technical support and maintenance services with
respect to the licensed RADIS product during the initial term of the
Collaboration Agreement.   HealthIXS will retain all rights,
title and interest in the HealthIXS and RADIS systems and related intellectual
property rights; provided, however, that RadNet will own all rights, title and
interest in custom software developed by HealthIXS exclusively for RADNET
pursuant the Collaboration Agreement or statements of work thereunder. Either
party may terminate the Collaboration Agreement in the event of any material
breach by the other party if the breach continues and is not cured within 30
days of receipt of written notice from the non-breaching party.





NOTE 17 -
SUBSEQUENT EVENTS:





On March
21, 2010, we entered into discussions with Best Plastics, LLC to pursue a new
business opportunity in order to grow our revenues and potentially increase our
value.  This action was taken since we sold our medical clinics and
are pursuing new sources of revenues.  As part of these discussions
and due diligence process we have entered into a six month Convertible
Promissory Note in the amount of $500,000 at a 6% annualized rate of interest on
the outstanding principal. The Convertible Promissory Note includes a
provision for the right to increase the amount of the Note, and includes a
provision to convert the outstanding balance to specified ownership in Best
Plastics, LLC.




F-18