**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
        10-KSB**




**x**
            **Annual
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
                of 1934**





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





**Or**




** ̈**
            **Transition
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
                of 1934**





**For
      The Transition Period From** **** **To** ****





**Commission
      File Number 333-136791**










**MIT
      HOLDING, INC.**


**(Exact
      name of registration as specified in its charter)**









**Delaware**
            
            **20-5068090****(State
                or other jurisdiction of**
              **incorporation
                or organization)**
            
            **(IRS
                Employer**
              **Identification
                No.)****37
                West Fairmont Ave., Suite 202**
              **Savannah,
                GA**
            
            **31406****(Address
                of principal offices)**
            
            **(Zip
                Code)**





**Registrant’s
      telephone number, including Area Code (912) 925-1905**





**Securities
      registered pursuant to Section 12(b) of the Act: None**





**Securities
      registered pursuant to Section 12(g) of the Act: None**










Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act o





Check
      whether the issuer (1) filed all reports required to be filed by section 13
      or
      15 (d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x No o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of the registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o





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





State
      issuer's revenues for its most recent fiscal year: $12,680,741.





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days.





At
      April
      10, 2008, the aggregate market value of the voting stock held by non-affiliates
      was $14,572,144, based upon 19,173,874 shares held by non-affiliates, and the
      average of the bid price ($0.76 per share) and the asked price ($0.76 per share)
      of $0.76 per share.





APPLICABLE
      ONLY TO CORPORATE REGISTRANTS





As
      of
      April 10, 2008, the registrant had 48,744,634 shares of common stock issued
      and
      outstanding.





DOCUMENTS
      INCORPORATED BY REFERENCE





List
      hereunder the following documents if incorporated by reference and the part
      of
      the form 10-KSB (e.g., part I, part II, etc.) into which the document is
      incorporated: (1) any annual report to security holders; (2) any proxy or other
      information statement; and (3) any prospectus filed pursuant to rule 424 (b)
      or
      (c) under the Securities Act of 1933: None





Transitional
      Small Business Disclosure Format (check one) Yes o No x









**Special
      Note Regarding Forward-Looking Statements**





Certain
      statements in this section, and elsewhere in this Annual Report on Form 10-KSB
      (as well as information included in oral statements or other written statements
      made or to be made by the Company) constitute “forward-looking statements.” Such
      forward-looking statements include the discussions of the business strategies
      of
      the Company and expectations concerning future operations, margins,
      profitability, liquidity and capital resources. In addition, in certain portions
      of this Annual Report on Form 10-KSB, the words: “anticipates”, “believes”,
“estimates”, “seeks”, “expects”, “plans”, “intends” and similar expressions, as
      they relate to the Company or its management, are intended to identify
      forward-looking statements. Although the Company believes that such
      forward-looking statements are reasonable, it can give no assurance that any
      forward-looking statements will prove to be correct. Such forward-looking
      statements involve known and unknown risks, uncertainties and other factors,
      which may cause the actual results, performance or achievements of the Company
      to be materially different from any future results, performance or achievements
      expressed or implied by such forward-looking statements.





Investors
      are cautioned not to place undue reliance on our forward-looking statements.
      We
      make forward-looking statements as of the date on which Prospectus is filed
      with
      the SEC, and we assume no obligation to update the forward-looking statements
      after the date hereof whether as a result of new information or events, changed
      circumstances, or otherwise, except as required by law.









**MIT
      Holding, Inc.**





**TABLE
      OF CONTENTS**





Item
            
            Page**Part
                I**1.
            Description
                of Business
            11A.
            Risk
                Factors
            92.
            Description
                of Property
            143.
            Legal
                Proceedings
            144.
            Submission
                of Matters to a Vote of Security Holders
            14**Part
                II**5.
            Market
                for Common Equity and Related Stockholder
            156.
            Management’s
                Discussion and Analysis or Plan of Operation
            187.
            Financial
                Statements
            F-1
                – F-208.
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            268A.
            Controls
                and Procedures
            268B.
            Other
                Information
            27**Part
                III**9.
            Directors,
                Executive Officers, Promoters and Control Person; Compliance with
                Section
                16(a) of the
                Exchange Act
            2810.
            Executive
                Compensation
            3111.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            3312.
            Certain
                Relationships and Related Transactions
            3413.
            List
                of Exhibits
            3514.
            Principal
                Accountant Fees and Services
            36OtherSignature
                Page
            37










**PART
      I**





**ITEM 1.
      DESCRIPTION OF BUSINESS**


Overview





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





We
      are
      located at 37 West Fairmont Avenue, Suite 202, Savannah, Georgia, 31406. The
      phone number is (912) 925-1905. The website is www.mitholdinginc.com. Shares
      of
      MIT Holding common stock are traded on the OTC Bulletin Board under the symbol
      MITD.OB. Our principal executive offices are located at 37 West Fairmont Ave.,
      Suite 202, Savannah, GA 31406.





History




Our
      current name and business operations have been preceded by historical name
      changes and changes in our capitalization.




*MIT
      Holding, Inc. Mergers with Convention All Holdings, Inc.*




Our
      Company was formerly known as Convention All Holdings, Inc. and, until May
      2,
      2007, we were a “shell company” (as such term is defined in Rule 12b-2
      under the Securities Exchange Act of 1934, as amended (17 CFR 240.12b-2). On
      May
      2, 2007, we then acquired a 100% ownership interest in MIT Holding, Inc. through
      a merger of MIT Holding, Inc. with and into MIT CVAH Acquisition Corp, a newly
      formed Delaware corporation and wholly-owned subsidiary, in exchange for
      32,886,779 shares of our common stock (the "Merger"). In addition, 9,738,860
      shares of common stock of MIT are issuable to the holders of 6% Series A
      Convertible Preferred Stock (“Series A Preferred Stock”) upon conversion of the
      Series A Preferred and 9,738,860 shares of common stock are issuable to the
      holders of certain warrants issued in conjunction with the Series A Preferred
      Stock at an exercise price of $0.75 per share (the “Warrants”) issued in a
      private placement by MIT as of May 31, 2007. Simultaneously with the Merger,
      the
      company formerly known as MIT Holding, Inc. changed its name to Medical Infusion
      Group, Inc., and we changed our name to MIT Holding, Inc. As a result of the
      Merger, we now own 100% of Medical Infusion Group, Inc., which, in turn,
      continues to own 100% of the issued and outstanding shares of capital stock
      of
      MIT Ambulatory Care Center, Inc., a Georgia corporation ("Ambulatory"), Medical
      Infusion Technologies, Inc., a Georgia corporation (“Infusion”) and MIT
      International Distribution, Inc. (“MIT International”).  Effective
      May 2, 2007, upon the closing of the Merger, William C. Parker (“Mr. Parker”)
      was elected President and Chief Executive Officer, Arlene Wilhelm was elected
      Chief Operating Officer, John Sabia was elected Secretary and Controller and
      Brinson Clements was elected Vice President of Administration.





On
      April
      26, 2007, Mr. Robert Rubin, formerly the sole director, amended our bylaws
      to
      allow for two or more members to be elected to the board. Effective upon the
      consummation of the Merger, Mr. Parker became the second member of the board
      of
      directors. On May 2, 2007, shareholders holding a majority of the outstanding
      shares of common stock of the company appointed Mr. Parker Chairman of the
      Board
      of Directors, and appointed Thomas Duncan, James Bagwell, Brinson Clements,
      John
      Sabia and Steven Schuster as members effective upon the consummation of the
      Merger. **** Meyers
      Associates LLP, a financial adviser to MIT, has the right to nominate one member
      to the Board of Directors and has nominated Mr. Rubin. No other agreements
      exist
      among present or former controlling stockholders of Convention All Holdings,
      Inc. or present or former board members of MIT with respect to the election
      of
      the members of its board of directors, and to our knowledge, no other agreements
      exist which might result in a change of control of Convention All Holdings.




In
      May
      2007 we changed our ticker symbol on the OTC Bulletin Board to
      MITD.OB.




1


**MIT
      Business and Operations**





*Overview*





Through
      its three subsidiaries, MIT distributes wholesale pharmaceuticals, prepares
      intravenous medication for home infusion by the patient, operates an ambulatory
      center where intravenous infusions are administered and sells and rents home
      medical equipment. MIT is based in Savannah, Georgia and operates an ambulatory
      care center there, as well.




*Strategy*





MIT’s
      strategy is to focus primarily on the domestic and international wholesale
      distribution of IVIG and other plasma based pharmaceuticals. MIT believes that
      there is a significant sales opportunity in the Caribbean, Latin and South
      American markets, the countries compromising the former Soviet Union and Israel,
      where we have some marketing contacts. We believe that these markets have not
      been serviced adequately by their current suppliers and distributors and that.
      MIT believes that it has several advantages over its potential competition
      in
      such markets. MIT believes that these markets are too small for major
      pharmaceutical companies that would have the ability to offer a comparable
      high
      quality of service. In addition, we believe that the smaller companies do not
      have our experience in selling and handling plasma-based products to adequately
      service these markets or the relationships with suppliers.





MIT
      intends to sell products directly to private distributors and government
      agencies, including the military. MIT intends to enter into strategic
      relationships with companies in these markets in order to leverage its
      governmental relationships and the governmental relationships of its joint
      venture partners and distributors.





In
      addition, MIT will seek to increase its domestic wholesale distribution business
      by focusing its sales and marketing efforts on hospitals and other institutional
      purchasers. To date, MIT has generated minimal revenues from international
      sales.





In
      order
      for MIT to expand into international markets and other domestic areas, MIT
      believes that it will need additional financing. There can be no assurance
      that
      MIT will expand into international markets or that it can obtain additional
      financing on favorable terms, if at all.





2




*Strategic
      Relationship with Georgia Southern University and Dr. Thomas Kollars,
      Jr.*





In
      October 2007, MIT signed an agreement with Georgia Southern University Research
      & Service Foundation, Inc. (“GSURSF”), a research division of Georgia
      Southern University, to research and develop products to stop the spread of
      infectious diseases. Dr. Thomas M. Kollars, Jr. (“Dr. Kollars”), GSURSF’s Chief
      Scientific Advisor and Director of the Biodefense and Infectious Disease
      Laboratory and Associate Professor of Epidemiology in the Jiann-Ping Hsu College
      of Public Health, Georgia Southern University, will oversee the project.  Since
      then,  MIT
      has
      been working with Dr. Kollars and his team of experts to develop the ProVectorTM,
      a product that could potentially eradicate the spread of certain mosquito-borne
      infectious diseases, including malaria, dengue fever and West Nile virus. MIT
      hopes to use its international pharmaceutical distribution channels to market
      the ProVectorTM to developing nations.





In
      connection with MIT’s alliance with GSURSF, MIT also entered into a license
      agreement with MedEnvVet Laboratories, an affiliate of Dr. Kollars and the
      holder of the intellectual property rights to the ProVectorTM. Pursuant to the
      license agreement, MIT acquired exclusive worldwide rights to sub-license,
      manufacture and sell the ProVector.





*International
      Wholesale Distribution*





MIT
      will
      seek to grow its wholesale distribution business in Latin America, the Caribbean
      the countries comprising the former Soviet Union, and Israel. MIT hopes to
      establish relationships with government agencies and distributors in such
      countries in order to import pharmaceuticals. In order to sell pharmaceuticals
      internationally, MIT must register the pharmaceuticals that it intends to import
      into each country. MIT believes that such registration is essential to its
      long-term growth strategy and in 2008 we intend to focus on establishing
      relationships to sell our pharmaceutical products overseas. We hope to utilize
      our strategic alliance with Dr. Kollars and his marketing of the ProVectorTM in
      Africa, Asia, the countries making up the former Soviet Union and Israel to
      open
      the door to these new markets. However, there can be no assurance that these
      efforts will result in transactions on terms favorable to MIT, or at all.





In
      2007
      MIT attempted to sell pharmaceuticals in the Dominican Republic. MIT sold
      pharmaceuticals to Redifar, SA, a distributor in the Dominican Rebublic, who
      in
      turn sold the products to the Dominican Secretary of Health (Secretaria Estado
      Salud Publica). In that transaction Redifar generated a receivable from the
      Secretary of Health in the amount of $3,859,640, and MIT generated a receivable
      from Redifar (the “Redifar Receivable”) in the amount of approximately
      $2,400,000, which remains outstanding. In December 2007, a wholly-owned
      subsidiary of MIT entered into an agreement with MIURA Enterprises (“MIURA”), a
      corporation formed under the laws of the Dominican Republic, whereby, MIT
      assigned MIURA the Redifar Receivable in exchange for an 18% equity interest
      in
      MIURA and the right to 80% of all monies MIURA collects against the Redifar
      Receivable. MIURA Enterprises was formed for the sole purpose of facilitating
      the collection of both (i) Redifar’s $3,859,640 receivable from the Secretary of
      Health, and (ii) the Redifar Receivable.





*Sources
      of Operations*





MIT
      has a
      relationship with a supplier in India and intends to develop other relationships
      with suppliers that MIT believes will enable MIT to meet its anticipated
      requirements overseas. However, many of the manufacturers are the only source
      of
      each specific pharmaceutical which MIT intends to order for international sales.





*Domestic
      Wholesale Pharmaceutical Distribution*





MIT’s
      domestic wholesale pharmaceutical distribution is conducted through Medical
      Infusion Technologies Inc., which sells pharmaceuticals solely in the United
      States to other wholesale distributors. MIT distributes a wide variety of
      nationally known intravenous pharmaceuticals from pharmaceutical producers.
      MIT
      plans to form a subsidiary to distribute pharmaceuticals to outside of the
      United States and another subsidiary for sales to institutions, such as
      hospitals and nursing homes. MIT believes that its 15 years of experience with
      infusion therapies is particularly important in dealing with many products
      and
      engaging in wholesale distribution of these intravenous pharmaceuticals.





IVIG
      is
      the leading product distributed by the wholesale division, accounting for
      approximately 79.70% of MIT’s wholesale sales in 2007, without including
      albumin. These immunoglobulins are a type of protein found in human blood that
      helps resist bacteria, viruses, and other germs. IVIG is used to treat a wide
      variety of disorders including: diabetic Neuropathy, CIDP, Guillain-Barre
      Syndrome, and Multiple Sclerosis. MIT believes that demand for IVIG will
      continue to grow because of its wide applications and the long treatment periods
      required by most patients. MIT believes that because IVIG is derived from blood,
      it is subject to periodic shortages of supply.




3





MIT’s
      domestic expansion will be focused on the specialty pharmacy area. This may
      be
      accomplished through acquisitions of wholesale and specialty pharmacies which
      are already licensed nationwide to facilitate buying specialty pharmaceuticals
      at a discount and being able to make nationwide wholesale sales. MIT needs
      to be
      licensed in all 50 states in order to be a specialty pharmacy. MIT is currently
      licensed in 33 **** states
      for wholesale sales of intravenous pharmaceuticals and is applying for licensing
      in the remaining states, but acquiring an existing business with all the
      required licenses will expedite expansion. MIT currently has no agreements
      or
      understanding s with respect to any acquisitions.





*Our
      Suppliers* ******





MIT
      purchases the majority of its products for domestic sales from six major
      distributors and several minor distributors. In 2007 the six major distributors
      supplied approximately 80% of the Company’s purchasing needs with the other 20%
      from the other distributors. The Company does not have long-term contracts
      or
      arrangements with any of these distributors. The loss of certain of these
      distributors could have a material adverse effect on our operations, although
      most of the pharmaceuticals that we purchase are available from multiple sources
      and are available in sufficient quantities to meet our needs and the needs
      of
      MIT’s patients. However, some pharmaceuticals are only available through the
      manufacturer and may be subject to limits on distribution. In such cases, MIT
      needs to establish and maintain good working relations with the manufacturer
      in
      order to assure sufficient supply to meet its patients’ needs. We utilize
      several national delivery companies as an important part of the local and
      national distribution of our products and services, particularly in the delivery
      of certain specialty pharmaceutical products.





Additionally,
      certain pharmaceuticals may become subject to general supply shortages, as
      in
      2005 with IVIG immune globulin products. Such shortages can result in cost
      increases or hamper MIT’s ability to obtain sufficient quantities to meet the
      needs of our patients. MIT works diligently to obtain commitments from its
      suppliers, whenever possible, to secure ample supply of pharmaceuticals that
      are
      potentially subject to supply shortages, however, all of its purchasing is
      presently “spot” purchasing, and MIT maintains no long-term contracts with any
      suppliers, nor does it keep large inventories of our pharmaceuticals.





*Pharmacy
      Services, Home Infusion Therapy and Ambulatory Centers*





MIT
      provides infusion pharmacy services through its pharmacy in Savannah, Georgia.
      The pharmacy maintains a narcotics license from the Drug Enforcement Agency,
      and
      can dispense infusible and non-infusible prescription pharmaceuticals to treat
      a
      wide range of chronic and acute health conditions. Many infusion therapies
      cost
      over $10,000 per patient per year. These pharmaceuticals may require
      refrigeration during shipping as well as special handling to prevent potency
      degradation. Patients receiving treatment usually require special counseling
      and
      education regarding their condition and treatment. Retail pharmacies and other
      traditional distributors generally are designed to carry inventories of low
      cost, high volume products and are not generally equipped to handle the high
      cost, low volume specialty pharmaceuticals that have specialized handling and
      administration requirements. As a result, these specialty pharmaceuticals are
      generally provided by pharmacies such as MIT’s that focus primarily on filling,
      labeling and delivering injectible pharmaceuticals and related support services.





Patients
      are generally referred to infusion pharmacy services providers by physicians,
      hospital discharge planners and case managers. The medications are mixed and
      dispensed under the supervision of a registered pharmacist and the therapy
      is
      typically delivered in the home of the patient by a registered nurse or trained
      caregiver. Depending on the preferences of the patient and/or the payor, these
      services may also be provided at an ambulatory infusion center.. We believe
      that
      several factors will contribute to growth in non-hospital based infusion
      therapy, including:





·
            Healthcare
                cost containment pressures;


·
            Increased
                number of therapies that can be safely administered in patients’
                homes;


·
            Patient
                preference for at-home treatment;


·
            Increased
                acceptance of home infusion by the medical community and by managed
                care
                organizations and other payors;


·
            Technological
                innovations such as implantable injection ports, vascular access
                devices
                and portable infusion control devices;
                and


·
            Increased
                utilization of home infusion therapies due to demographic trends,
                in
                particular increasing life
                expectancies.





MIT’s
      pharmacy customers can choose to have their therapies administered at the 3,000
      square foot ambulatory care center in Savannah, Georgia staffed by three
      full-time nurses and two part-time doctors or in their own homes. In 2007,
      MIT
      closed ambulatory centers in Augusta and Brunswick Georgia as revenue in those
      locations were insufficient.




4




MIT
      offers patients the following services:





·
            Medication
                and supplies for administration and use at home or within one of
                our
                ambulatory infusion centers;


·
            Consultation
                and education regarding the patient’s condition and the prescribed
                medication;


·
            Clinical
                monitoring and assistance in monitoring potential side effects;
                and


·
            Assistance
                in obtaining reimbursement.





MIT
      provides its patients the following home infusion therapies:





·
            Total
                Parenteral Nutrition: intravenous therapy providing required
                nutrients to patients with digestive or gastro-intestinal problems,
                most
                of whom have chronic conditions requiring treatment for
                life;


·
            Anti-infective
                Therapy: intravenous therapy providing medication for infections
                related to diseases such as osteomyelitis and urinary tract
                infections;


·
            Pain
                Management: intravenous or continuous injection therapy, delivered by
                a pump, providing analgesic pharmaceuticals to reduce
                pain;


·
            Other
                therapies: treating a wide range of medical
                conditions.





MIT’s
      primary product lines are centered upon infusion therapy. During 2007,
      approximately 55.92% of infusion therapy revenue came from home infusion
      therapies and 44.08% from clinic infusion therapies. In 2007, IVIG and Synagis®
products accounted for approximately 23% of therapies dispensed at MIT’s
      ambulatory centers. Synagis® (palivizumab), the leading infusion product
      administered at the ambulatory center, is prescribed primarily between September
      and January. It is a monoclonal antibody licensed for any infectious disease,
      but is used primarily for respiratory diseases and allergies that normally
      establish themselves in the late summer through winter. In addition, Synagis® is
      also prescribed for prevention of human respiratory syncytial virus (including
      diseases such as measles and mumps) in pediatric patients.





*Home
      Medical Equipment*





The
      home
      medical equipment division carries a wide variety of durable medical equipment
      and supplies for purchase or lease. The division maintains inventory or can
      rapidly obtain a wide variety of home medical equipment products to match almost
      any request, from electric wheelchairs to nebulizers. Approximately 100% of
      MIT’s business in 2007 related to home medical equipment was from physician
      referrals. ****





*Billing
      and Significant Payors*





MIT
      derives most of its revenue from contracts with third party payors, insurance
      companies, self-insured employers and Medicare and Medicaid programs. Where
      permissible, they bill patients for any amounts not reimbursed by third party
      payors. For the most part, MIT’s infusion pharmacy revenue consists of
      reimbursement for both the cost of the pharmaceuticals sold and the cost of
      services provided. Pharmaceuticals are typically reimbursed on a percentage
      discount from the published average wholesale price (AWP) of each
      pharmaceutical. Nursing services are typically paid separately, on a per visit
      basis, while other patient support services and ancillary medical supplies
      are
      either reimbursed separately or on a per diem basis, where applicable.





MIT
      also
      provides services that are reimbursable through government healthcare programs
      such as Medicare and state Medicaid programs. For the twelve months ended
      December 31, 2006 and December 31, 2007 respectively, approximately 73% and 36.5% of our
      infusion pharmacy revenue came from government healthcare programs such as
      Medicare and Medicaid. The amounts due from these programs represented
      approximately 50% and 50% of our
      total accounts receivable, respectively, as of December 31, 2006 and
      December 31, 2007.





Despite
      MIT’s use of an asset based lender, MIT remains responsible for its own billing
      and collection practices. MIT bills payors and tracks all of its accounts
      receivable through computerized billing systems. These systems allow the billing
      staff the flexibility to review and edit claims in the system before such claims
      are submitted to payors, which are submitted either electronically or through
      the mail. MIT utilizes electronic claim submission whenever possible to expedite
      claim review and payment, and to minimize errors and omissions.





MIT’s
      financial performance is highly dependent upon effective billing and collection
      practices. The process begins with an accurate and complete patient admission
      process, in which essential information about the patient, the patient’s
      insurance and their care needs is gathered. A critical part of this process
      is
      verification of insurance coverage and authorization from the insurance company
      carrier to provide the required care, which typically takes place before we
      initiate services.




5




*Sales
      and Marketing*





MIT’s
      sales and marketing efforts focus on establishing, maintaining and strengthening
      relationships with local and regional patient referral sources and maintaining
      existing and developing new relationships with pharmaceutical manufacturers
      to
      gain distribution access as they release new products.





Most
      new
      patients are referred to MIT by physicians, medical groups, hospital discharge
      planners, case managers employed by Health Maintenance Organizations (HMOs),
      Preferred Provider Organizations (PPOs) or other managed care organizations,
      insurance companies and home care agencies. MIT’s sales force is responsible for
      establishing and maintaining these referral relationships.




*Government
      Regulation*





MIT’s
      operations are subject to extensive regulation by a number of governmental
      entities at the federal, state and local level. The industry is also subject
      to
      frequent regulatory change. Laws and regulations in the healthcare industry
      are
      extremely complex and, in many instances, the industry does not have the benefit
      of significant regulatory or judicial interpretation. Moreover, MIT’s business
      is impacted not only by those laws and regulations that are directly applicable
      to it but also by certain laws and regulations that are applicable to its
      managed care and other clients. If MIT fails to comply with the laws and
      regulations directly applicable to its business, it could suffer civil and/or
      criminal penalties, and it could be excluded from participating in Medicare,
      Medicaid and other federal and state healthcare programs, which would have
      an
      adverse impact on its business.





***Professional
      Licensure.*** ** Nurses,
      pharmacists and certain other healthcare professionals MIT employs are required
      to be individually licensed or certified under applicable state law. MIT
      performs criminal and other background checks on employees and takes steps
      to
      ensure that employees possess all necessary licenses and certifications, and
      MIT
      believes that its employees comply in all material respects with applicable
      licensure laws.





***Pharmacy
      Licensing and Registration.*** ** Georgia
      laws require that our pharmacy be licensed as an in-state pharmacy to dispense
      pharmaceuticals in Georgia and that home infusion companies to be licensed
      as
      home health agencies. MIT believes that it complies with all state licensing
      laws applicable to its business. If MIT is unable to maintain its licenses,
      its
      ability to operate would be severely limited, which could have an adverse impact
      on its business.





Laws
      enforced by the U.S. Drug Enforcement Administration (“DEA”), as well as some
      similar state agencies, require MIT’s pharmacy to register in order to handle
      controlled substances, including prescription pharmaceuticals. Federal and
      state
      laws also require that MIT follow specific labeling, reporting and
      record-keeping requirements for controlled substances. MIT maintains federal
      and
      state controlled substance registrations for each of its facilities that require
      such registration and follows procedures intended to comply with all applicable
      federal and state requirements regarding controlled substances.





***Food,
      Drug and Cosmetic Act.*** ** Certain
      provisions of the federal Food, Drug and Cosmetic Act govern the handling and
      distribution of pharmaceutical products. This law exempts many pharmaceuticals
      and medical devices from federal labeling and packaging requirements as long
      as
      they are not adulterated or misbranded and are dispensed in accordance with
      and
      pursuant to a valid prescription. MIT believes that it complies with all
      applicable requirements.





***Wholesale
      Licenses*** .
      The
      DEA, the U.S. Food and Drug Administration (“FDA”) and various state regulatory
      authorities regulate the distribution of pharmaceutical products and controlled
      substances. Wholesale distributors of these substances are required to register
      for permits, meet various security and operating standards, and comply with
      regulations governing their sale, marketing, packaging, holding and
      distribution. The DEA, FDA and state regulatory authorities have broad
      enforcement powers, including the ability to seize or recall products and impose
      significant criminal, civil and administrative sanctions for violations of
      these
      laws and regulations. As a wholesale distributor of pharmaceuticals and certain
      related products, we are subject to these regulations. MIT has received all
      necessary regulatory approvals and believes that it is in compliance with all
      applicable pharmaceutical wholesale distribution requirements.





***Medicare
      Prescription Drug, Improvement and Modernization Act of
      2003.*** The
      Medicare Prescription Drug Improvement and Modernization Act of 2003 (“MMA”)
      significantly expanded Medicare coverage for outpatient prescription drugs.
      Beginning in 2006, Medicare beneficiaries became eligible to enroll in
      prescription drug plans that are offered by private entities. Medicare
      reimbursement rates for certain pharmaceuticals were impacted by implementation
      of the MMA by the U.S. Department of Health and Human Services. Further Medicare
      reimbursement reductions and policy changes are scheduled to be implemented
      in
      the future. The Deficit Reduction Act of 2005 reduced Medicaid reimbursement
      for
      certain prescription drugs, and the U.S. Congress may consider further
      reductions to Medicaid reimbursement. These policies may adversely affect MIT’s
      pharmacy business directly and its wholesale pharmaceutical distribution
      business indirectly.




6




The
      MMA
      also significantly expanded Medicare coverage for outpatient prescription
      pharmaceuticals through new Medicare Part D. Beginning in 2006, Medicare
      beneficiaries became eligible to enroll in outpatient prescription
      pharmaceutical plans that are offered by private entities and became eligible
      for varying levels of coverage for outpatient prescription pharmaceuticals.
      Beneficiaries who participate select from a range of stand-alone prescription
      pharmaceutical plans or Medicare Advantage managed care plans that include
      prescription pharmaceutical coverage along with other Medicare services (“Part D
      Plans”). The Part D Plans are required to make available certain pharmaceuticals
      on their formularies. Each Part D Plan negotiates reimbursement for Part D
      pharmaceuticals with pharmaceutical manufacturers. For eligible Medicare
      beneficiaries, the cost of equipment, supplies and professional services
      associated with infused covered Part D pharmaceuticals will continue to be
      reimbursed under Part A or Part B, as applicable. For beneficiaries
      who are dually eligible for benefit under Medicare and a state
      Medicaid program, covered infused pharmaceuticals will be reimbursed under
      individual state coverage guidelines.





***Stark
      Law & Anti-Kickback Statute*** .
      MIT and
      its customers are subject to fraud and abuse laws, including the federal
      anti-kickback statute and the Stark law. The anti-kickback statute prohibits
      persons from soliciting, offering, receiving or paying any remuneration in
      order
      to induce the referral of a person for the furnishing or arranging for the
      furnishing of any item or service or for inducing the purchasing, leasing,
      ordering, or arranging for or recommending purchasing, leasing, or ordering
      of
      items or services that are in any way paid for by Medicare, Medicaid, or other
      federal healthcare programs. The Stark law prohibits physicians from making
      referrals for designated health services to certain entities with which they
      have a financial relationship. The fraud and abuse laws and regulations are
      broad in scope and are subject to frequent modification and varied
      interpretation. MIT attempts to structure all of its business relationships
      to
      comply with these laws.





***Health
      Information Practices.*** The
      Health Information Portability and Accountability Act of 1996 (“HIPAA”) and the
      regulations promulgated thereunder by HHS set forth health information standards
      in order to protect security and privacy in the exchange of individually
      identifiable health information. Significant criminal and civil penalties may
      be
      imposed for violation of these standards.





***Pedigree
      Requirements*** .
      In
      recent years, some states have passed or have proposed laws and regulations
      that
      are intended to protect the safety of the supply channel. For example, Florida
      and other states are implementing pedigree requirements that require
      pharmaceuticals to be accompanied by information tracing pharmaceuticals back
      to
      the manufacturers. Georgia presently has no such statute. These and other
      requirements are expected to increase MIT’s cost of operations. At the federal
      level, the FDA issued final regulations pursuant to the Pharmaceutical Drug
      Marketing Act that became effective in December 2006. The regulations impose
      pedigree and other chain of custody requirements that increase the costs and/or
      burden to MIT of selling to other pharmaceutical distributors and handling
      product returns.





*Competition*





The
      intravenous ambulatory market is highly fragmented with a small number of high
      volume participants. Most intravenous therapies are originally prescribed to
      patients while confined to a hospital, and MIT maintains significant
      relationships with most of the major hospitals in the metropolitan Savannah
      area. There are no other listed ambulatory centers in Savannah, Georgia. One
      other home intravenous therapy provider operates in Statesboro, Georgia
      approximately 65 miles from Savannah. Coastal Medical Services also serves
      the
      Savannah area.





While
      a
      handful of large, national pharmaceutical suppliers such as Cardinal Health,
      Inc, McKesson Corporation and Amerisource Bergen Company compete with one
      another for wholesale distribution to entities such as large chain drug-stores
      and major metropolitan hospitals, MIT’s domestic wholesale division competes
      with smaller, regional wholesalers for business supplying regional hospitals,
      doctors, and small pharmacies, purchasers who are not the traditional customers
      of the largest wholesalers. In the future, MIT may also compete with larger,
      better established distributors for market share.





With
      respect to international sales, MIT competes with multinational distributors,
      particularly for larger sales to government agencies. MIT may also compete
      for
      sales with suppliers of its products.





Over
      twenty home medical equipment suppliers are in the Savannah area. Most are
      inside pharmacies. MIT maintains a competitive advantage in that once a patient
      is referred to MIT, MIT may cross-sell to the patient home medical equipment
      prescriptions written by the referring physician. MIT formed its home medical
      equipment division so that an infusion patient with a durable medical equipment
      prescription would not have to go to another source. Similarly, the pharmacy
      was
      established so an infusion patient with a prescription for pharmaceuticals
      could
      have the prescription filled by MIT’s pharmacy.




7




*Insurance*





MIT
      caries a professional liability insurance policy that provides for coverage
      in
      the amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. A
      successful claim not covered by our professional liability insurance or
      substantially in excess of our insurance coverage could cause us to pay out
      a
      substantial award, harming our financial condition and results of operations.
      MIT also maintains officers and directors liability insurance for aggregate
      coverage of $3,000,000.





*Employees*





As
      of
      December 31, 2007, MIT employed 34 persons on a full-time basis of which 14
      were
      involved in administration, 16 in medical services, and 4 for durable medical
      equipment. None of MIT’s employees are represented by a labor union or bound by
      a collective bargaining unit. MIT believes that its relationship with its
      employees is satisfactory.





8




**Item
      1A. RISK FACTORS**




*Before
      you purchase our securities, you should carefully consider the risks described
      below and the other information contained in this prospectus, including our
      financial statements and related notes. The risks described below are not the
      only ones facing our company. Additional risks not presently known to us or
      that
      we currently deem immaterial may also impair our business operations. If any
      of
      the adverse events described in this “Risk Factors” section actually occurs, our
      business, results of operations and financial condition could be materially
      adversely affected and you might lose all or part of your
      investment.*




***Our
      restricted cash flow raises substantial doubt about our ability to continue
      operations unless we obtain financing or generate adequate cash flow.***





Although
      we had revenues of $12,680,741 in 2007 and had receivables of $3,082,915 as
      of
      December 31, 2007, our inability to achieve sufficient collections on our
      revenues has created a liquidity challenge that raises doubt about our ability
      to continue as a going concern. The auditor’s opinion which accompanies our
      financial statements is qualified as to our ability to continue as a going
      concern. Revenues declined in 2007 to $12,680,741 from $12,980,219 in 2006.
      In
      addition, collection of medical receivables can be delayed as they are submitted
      to insurance companies and government agencies, and this has adversely impacted
      our ability to receive funds on our line of credit from Northern Health Care,
      which is secured by all of our accounts receivable. Furthermore, cash receipts
      from our international sales have been minimal. Unless we generate sufficient
      collections on our receivables, otherwise increase revenues or obtain financing
      through other means, our operations may be difficult to sustain.





On
      April
      4, 2008, we received a letter from Northern indicating that Northern considered
      MIT in default of its obligations under the credit agreement, and declaring
      all
      amounts under the credit agreement due and payable in full immediately.
      Subsequent to this letter, we received oral assurances from Northern that they
      would continue to fund MIT for an additional 60 days from April 4. We can make
      no assurances that Northern will continue to fund MIT for that period, no
      assurances we will be able to pay Northern at the end of that period, and no
      assurances that we will be able to find alternate funding on terms favorable
      to
      the Company or at all.





***We
      rely heavily on reimbursements from Medicare and
      Medicaid.*** ****





For
      the
      fiscal year ended December 31, 2006 and December 31, 2007, over 73% and 65.52%, respectively, of our ambulatory and infusion revenue came from reimbursement
      by
      federal and state programs such as Medicare and Medicaid. Reimbursement from
      these and other government programs is subject to statutory and regulatory
      requirements, administrative rulings, interpretations of policy, implementation
      of reimbursement procedures, retroactive payment adjustments, governmental
      funding restrictions and changes to, or new legislation, all of which may
      materially affect the amount and timing of reimbursement payments to us. Changes
      to the way Medicare pays for our services may reduce our revenue and
      profitability on services provided to Medicare patients and increases our
      working capital requirements.





In
      addition, we are sensitive to possible changes in state Medicaid programs as
      we
      do business with a number of state Medicaid providers. Budgetary concerns in
      many states have resulted in and may continue to result in, reductions to
      Medicaid reimbursement as well as delays in payment of outstanding claims.
      Any
      reductions to, or delays in collecting amounts reimbursable by state Medicaid
      programs for our products or services, or changes in regulations governing
      such
      reimbursements, could cause our revenue and profitability to decline and
      increase our working capital requirements.




***Our
      expansion strategy*** **** ***is
      unproven and risky.*** ****





Our
      business strategy is to expand the sales of our products and services overseas.
      Our ability to implement its plans will depend primarily on the ability to
      attract clients, the continued manufacture of key intravenous products and
      the
      availability of qualified and cost effective sales personnel. There are no
      firm
      agreements for employment of additional marketing personnel, and there can
      be no
      assurance that any of the expansion factors will be satisfied or that we will
      be
      able to establish additional favorable relationships for the purchase, marketing
      and sales of its products and/or services. There can be no assurance, assuming
      we could hire the appropriate marketing personnel and ultimately establish
      additional merchandising relationships, when such events might occur or to
      what
      extent.





9




***MIT
      has only a short history of intravenous pharmaceutical therapy distribution
      abroad*** .




Since
      inception, MIT has been focused on domestic distribution of intravenous
      therapies. We used a significant portion of the proceeds from MIT’s 2007 private
      placement of Series A Preferred Stock and warrants (the “2007 Private
      Placement”) to engage in the wholesale distribution of pharmaceutical products
      overseas. MIT has engaged in extended negotiations with foreign institutional
      healthcare providers, governments and distributors and has to date generated
      insignificant revenues from its efforts. Nevertheless, MIT will continue its
      efforts to expand wholesale pharmaceutical sales overseas.




Distributing
      pharmaceuticals overseas is a heavily regulated industry, and we will be subject
      to both domestic and foreign governmental regulatory schemes and may be required
      to rely on a limited number of distributors in each foreign country in which
      it
      will sell products and may be required to obtain registrations in each country
      to import product. We have no significant experience complying with the legal
      systems of countries other than the United States. We will be dependent on
      our
      relationships with foreign distributors, suppliers, purchasers and government
      agencies and enforcement of our rights in foreign courts, particularly in less
      developed countries, is uncertain. Such compliance will be time consuming and
      expensive, and is expected to require hiring legal and/or business advisers
      who
      are specialists in such transactions. Changes in foreign statues and regulations
      could adversely affect our operations. Achieving significant revenues
      denominated in foreign currencies would also subject our financial results
      to
      the risk of foreign exchange fluctuations.




***Our
      revenues are subject to fluctuations which may adversely affect our
      business***





MIT’s
      revenues increased from $7.8 million in 2004 to $16.1 million in 2005, then
      declined to $13.0 million in 2006. We believe that the decline in revenues
      in
      2006 resulted from increased overhead expenses made in anticipation of expanding
      its operations upon the completion of additional financing which did not occur
      in 2006. Such additional overhead expenses and the lack of anticipated financing
      detracted from funds that would have been otherwise available to purchase
      products for wholesale distribution. There can be no assurance that there will
      not be adverse fluctuations in our revenues to the detriment of its expansion
      and operations.




***Our
      accounts receivable are subject to an agreement with Northern Healthcare
      Capital, LLC.***





In
      April
      2007, MIT and Northern Healthcare Capital, LLC (“Northern”) entered into a
      revolving line of credit to replace the receivable purchase agreement. The
      initial facility amount is $2,000,000, with the facility increasing in
      increments of $400,000 at such time as MIT’s outstanding balance exceeds 85% of
      the then existing amount outstanding under the facility. This credit agreement
      with Northern is personally guaranteed by Mr. Parker. This agreement a purchase
      agreement with Northern executed in May 2005 whereby Northern purchased from
      MIT
      the rights to all our accounts receivable. Over 95% of our revenues are subject
      to the agreement with Northern. We are dependent on our agreement with Northern
      and there can be no assurance that we could obtain alternate financing on terms
      as favorable to us.





On
      April
      4, 2008, we received a letter from Northern indicating that Northern considered
      MIT in default of its obligations under the credit agreement, and declaring
      all
      amounts under the credit agreement due and payable in full immediately.
      Subsequent to this letter, we received oral assurances from Northern that they
      would continue to fund MIT for an additional 60 days from April 4. We can make
      no assurances that Northern will continue to fund MIT for that period, no
      assurances we will be able to pay Northern at the end of that period, and no
      assurances that we will be able to find alternate funding on terms favorable
      to
      the Company or at all.





***MIT
      experiences seasonal liquidity.***





MIT
      has
      historically experienced seasonal liquidity due to the natural cycle of demand
      for our wholesale pharmaceutical products, and we expect this seasonal
      fluctuation in liquidity to continue. MIT historically experienced decreases
      in
      revenue in the first half of the year compared to the second half. Lesser cash
      flow could adversely affect MIT’s liquidity and funds available for operations.





***The
      loss of Mr. Parker could adversely affect our operations.***




Our
      success depends upon the availability and performance of our key employees,
      such
      as President, William C. Parker, MIT’s founder. We intend to purchase “key
      person” insurance for Mr. Parker for coverage in the amount of at least
      $1,000,000. However, MIT does not currently have such insurance, and it may
      not
      be able to obtain such insurance on favorable terms, at all. The loss of Mr.
      Parker’s services could have a material adverse effect upon our business and
      results of operations.




10




***We
      are highly dependent on reimbursement from non-governmental third party payors.***





We
      are
      highly dependent on reimbursement from a managed care organizations and other
      non-governmental third party payors. For the fiscal years ended
      December 31, 2006 and December 31, 2007, approximately 63.48% of our
      revenue came from managed care organizations and other non-governmental payors,
      including self-pay patients. Many payors seek to limit the number of providers
      that supply pharmaceuticals to their enrollees in order to build volume that
      justifies their discounted pricing. From time to time, payors with whom we
      have
      relationships require that we bid against our competitors to keep their
      business. As a result of such bidding process, we may not be retained, and
      even
      if we are retained, the prices at which we are able to retain the business
      may
      be less than what we sought. The loss of a payor relationship could
      significantly reduce the number of patients we serve and have a material adverse
      effect on our revenue and net income, and a reduction in pricing could reduce
      our gross margins and our net income.




**We
      are subject to numerous governmental regulations, including healthcare reform
      laws.**





Non-compliance
      with laws and regulations applicable to MIT’s business and future changes in
      those laws and regulations could have a material adverse effect on MIT. MIT’s
      operations are subject to stringent laws and regulations at both the federal
      and
      state levels, requiring compliance with burdensome and complex billing,
      substantiation and record-keeping requirements. Financial relationships between
      MIT and physicians, nurses, and other referral sources are also subject to
      strict limitations.





In
      addition, strict licensing and safety requirements apply to the provision of
      services, pharmaceuticals and equipment. Violations of these laws and
      regulations could subject MIT to severe fines, facility shutdowns and possible
      exclusion from participation in federal healthcare programs such as Medicare
      and
      Medicaid. Government officials and the public will continue to debate healthcare
      reform. Changes in healthcare law, new interpretations of existing laws, or
      changes in payment methodology may have a dramatic effect on MIT’s business and
      results of operations.





***MIT
      faces downward pricing pressures.***





MIT
      believes that continued pressure to reduce healthcare costs could have a
      material adverse effect on MIT’s revenue. The current market continues to exert
      pressure on healthcare companies to reduce health care costs, resulting in
      reduced margins for home healthcare providers such as MIT. Larger group
      purchasing organizations and supplier groups exert additional pricing pressure
      on home healthcare providers. These include managed care organizations, which
      control an increasing portion of the healthcare economy.





***MIT
      faces competition from other providers for its products and services.***





The
      segment of the healthcare market in which MIT operates is highly competitive.
      In
      each of its service lines, there are a number of national providers and numerous
      regional and local providers. Other types of healthcare providers, including,
      individual hospitals and hospital systems, home health agencies and health
      maintenance organizations have entered, and may continue to enter the market
      to
      compete with MIT’s various service lines. Some of these competitors have access
      to significantly greater financial and marketing resources than MIT. This may
      increase pricing pressure and limit MIT’s ability to maintain or increase its
      market share.





***MIT
      relies heavily on a single source product manufacturer and certain
      distributors.***





We
      sell
      intravenous therapies that are supplied to us by a variety of manufacturers,
      many of which are the only source of that specific pharmaceutical. In order
      to
      have access to these therapies, and to be able to participate in the launch
      of
      new intravenous pharmaceuticals, we must maintain good working relationships
      with the manufacturers. Most of the manufacturers of the pharmaceuticals we
      sell
      have the right to cancel their supply contracts with us without cause and after
      giving only minimal notice. The loss of our relationship with one or more
      pharmaceutical distributors may reduce our revenue and profitability. In
      addition, IVIG, which is comprised of approximately seven products derived
      from
      numerous manufacturers and distributors accounted for approximately 62% and
      23%
      of MIT’s revenues for the years ended December 31, 2006 and December 31, 2007,
      respectively. The loss of a key pharmaceutical manufacturer could have material
      adverse affect on our business. There can be no assurance that MIT will have
      access to adequate supplies on acceptable terms to meet its demands.




11


***Quantities
      of our intravenous therapies are limited.***





Certain
      of the intravenous therapies that we distribute have limited shelf life and
      some, such as blood products, are subject to supply shortages. There can be
      no
      assurance that we can obtain the supplies of products that we desire. In such
      event, the operations of our wholesale distribution business will be adversely
      affected.





***Development
      of new products*** **** ***that
      compete with MIT’s product line could materially, adversely affect its financial
      condition.***





The
      pharmaceutical distribution industry is highly competitive and characterized
      by
      changing client preferences and continuous introduction of new products and/or
      services. MIT believes that its future growth will depend, in part, on its
      ability to anticipate changes in client preferences and develop and introduce,
      in a timely manner, new products and/or services that adequately address such
      changes. There can be no assurance that MIT will be successful in developing,
      introducing and marketing new products and/or services on a timely and regular
      basis. If MIT is unable to introduce new products and/or services or if MIT’s
      new products and/or services are not successful, such events could have a
      material, adverse effect upon its business, operating results and financial
      condition.





***Changes
      in state and federal government regulation could restrict our ability to conduct
      our business*** .




The
      marketing, sale and purchase of intravenous pharmaceutical therapies,
      pharmaceuticals, other medical supplies and provision of healthcare services
      generally is extensively regulated by federal and state governments. Other
      aspects of our business are also subject to government regulation. We believe
      we
      are operating our business in compliance with applicable laws and regulations.
      The applicable regulatory framework is complex, and the laws are very broad
      in
      scope. Many of these laws remain open to interpretation and have not been
      addressed by substantive court decisions. Accordingly, we cannot provide any
      assurance that our interpretation would prevail or that one or more government
      agencies will not interpret them differently. Changes in the law or new
      interpretations of existing law can have a dramatic effect on what we can do,
      our cost of doing business and the amount of reimbursement we receive from
      governmental third party payors, such as Medicare and Medicaid. Also, we could
      be affected by interpretations of what the appropriate charges are under
      government programs.




Some
      of
      the healthcare laws and regulations that apply to our activities include:




·
            The
                federal “Anti-Kickback Statute” prohibits individuals and entities from
                knowingly and willfully paying, offering, receiving, or soliciting
                money
                or anything else of value in order to induce the referral of patients
                or
                to induce a person to purchase, lease, order, arrange for, or recommend
                services or goods covered in whole or in part by Medicare, Medicaid,
                or
                other government healthcare programs. Although there are “safe harbors”
                under the Anti-Kickback Statute, some of our business arrangements
                and the
                services we provide may not fit within these safe harbors or a safe
                harbor
                may not exist that covers the arrangement. The Anti-Kickback Statute
                is an
                intent based statute and the failure of a business arrangement to
                satisfy
                all elements of a safe harbor will not necessarily render the arrangement
                illegal, but it may subject that arrangement to increased scrutiny
                by
                enforcement authorities. Violations of the Anti-Kickback Statute
                can lead
                to significant penalties, including criminal penalties, civil fines
                and
                exclusion from participation in Medicare and Medicaid.




·
            The
                “Stark Law” prohibits physicians from making referrals to entities with
                which the physicians or their immediate family members have a “financial
                relationship” (i.e., an ownership, investment or compensation
                relationship) for the furnishing of certain Designated Health Services
                (“DHS”) that are reimbursable under Medicare. The Stark Law exempts
                certain business relationships which meet its exception requirements.
                However, unlike the Anti-Kickback Statute under which an activity
                may fall
                outside a safe harbor and still be lawful, a referral for DHS that
                does
                not fall within an exception is strictly prohibited by the Stark
                Law. A
                violation of the Stark Law is punishable by civil sanctions, including
                significant fines and exclusion from participation in Medicare and
                Medicaid.




·
            The
                Health Insurance Portability and Accountability Act of 1996 (“HIPAA”)
                provides federal privacy protections for individually identifiable
                health
                information. Through the adoption of the Privacy Rule, HIPAA set
                national
                standards for the protection of health information for providers
                and
                others who transmit health information electronically. In addition
                to
                regulating privacy of individual health information, HIPAA includes
                several anti-fraud and abuse laws, extends criminal penalties to
                private
                health care benefit programs and, in addition to Medicare and Medicaid,
                to
                other federal health care programs, and expands the Office of Inspector
                General’s authority to exclude persons and entities from participating in
                the Medicare and Medicaid programs.




·
            MIT
                must obtain state certain licenses to operate and dispense
                pharmaceuticals. If we are unable to maintain our licenses or if
                states or
                the federal government place burdensome restrictions or limitations
                on
                pharmaceutical distributors, this could limit or affect our ability
                to
                operate in some states which could adversely impact our business
                and
                results of operations.




12




***It
      is unlikely that MIT will pay dividends in the foreseeable future.***





MIT
      has
      not paid cash dividends to its shareholders in the past, and there is no
      assurance that MIT will pay dividends in the future. MIT does not intend to
      declare or pay cash dividends in the foreseeable future. Earnings, if any,
      are
      expected to be retained to finance and expand its business.





***We
      may be subject to liability for the services we offer and the products we
      sell.***





We
      and
      other participants in the health care market are likely to continue to be
      subject to lawsuits based upon alleged malpractice, product liability,
      negligence or similar legal theories, many of which involve large claims and
      significant defense costs. A successful claim not covered by our professional
      liability insurance ($1,000,000 per occurrence) or substantially in excess
      of
      our general liability insurance ($1,000,000 per occurrence) coverage could
      cause
      us to pay out a substantial award, harming our financial condition and results
      of operations. In addition, we retain liability on claims up to the $500 -
      $1,000 amount of our deductibles, which generally are upwards of $2,000 per
      year
      for infusion per occurrence. Further, our insurance policy is subject to annual
      renewal and it may not be possible to obtain liability insurance in the future
      on acceptable terms, with adequate coverage against potential liabilities,
      or at
      all. Also, claims against us, regardless of their merit or eventual outcome,
      could be a serious distraction to management and could harm our reputation.




***We
      are controlled by our principal shareholders and as a result you may not be
      able
      to exert meaningful influence on significant corporate
      decisions.***




At
        present, our officers, directors and principal shareholders own approximately
        61% of the issued and outstanding shares, including 6,000,000 shares over
        which
        Mr. Parker, our Chief Executive Officer, has the right to vote until May
        2009
        and therefore have the ability to elect all of the members of the Board of
        Directors of the company. Mr. Parker, alone has the right to vote a majority
        of
        the outstanding shares of common stock. As such, control of the company will
        remain with the controlling shareholders who will continue to formulate business
        decisions and policy.




***We
      are subject to price volatility due to our operations materially fluctuating,
      as
      a result, any quarter-to-quarter comparisons in our financial statements may
      not
      be meaningful and may also cause the price of our stock to
      fluctuate.***




As
      a
      result of the evolving nature of the markets in which we compete, and the early
      stage in development of our business plan, our operating results have and may
      in
      the future, fluctuate materially, as a result of which quarter-to-quarter
      comparisons of our results of operations may not be meaningful. Until we have
      developed and demonstrated uses for our services and technology which is
      accepted by a significant number of customers on a regular basis (through
      licensing or otherwise) our quarterly results of operations may fluctuate
      significantly which, in turn, may cause the price of our stock to
      fluctuate.




***Selling
      stockholders from the 2007 Private Placement intend to sell their shares of
      common stock in the public market, which sales may cause our stock price to
      decline.***




The
      officers, directors and significant shareholders of the company (who currently
      comprise approximately 61% of our
      issued and outstanding stock) are subject to the provisions of various insider
      trading and rule 144 regulations. Also, officers and key employees are subject
      to restrictions on selling their shares of common stock without the consent
      of
      Meyers Associates L.P. our financial advisor in the recent private placements,
      until May 2, 2009 with respect to 24,270,760 shares of common stock. However,
      selling stockholders from the 2007 Private Placement intend to sell in the
      public market up to 21,805,499 shares of common stock which were registered
      for
      resale pursuant to a registration statement that became effective August 13,
      2007. This amount compared to the total number of shares of common stock issued
      and outstanding could cause our stock price to decline.
  Additionally, shares of common stock held by non-affiliates may
      currently be eligible for resale pursuant to Rule 144, as amended.




13




***MIT’s
      common stock is deemed to be a "penny stock," which may make it more difficult
      for investors to sell their shares due to suitability
      requirements***





MIT’s
      common stock could be considered to be a "penny stock" if it meets one or more
      of the definitions in Rules 15g-2 through 15g-6 promulgated under Section 15(g)
      of the Securities Exchange Act of 1934, as amended. These include but are not
      limited to the following: (i) the stock trades at a price less than $5.00 per
      share; (ii) it is not traded on a "recognized" national exchange; (iii) it
      is
      not quoted on the NASDAQ Stock Market, or even if so, has a price less than
      $5.00 per share; or (iv) is issued by a company with net tangible assets less
      than $2.0 million, if in business more than a continuous three years, or with
      average revenues of less than $6.0 million for the past three years. The
      principal result or effect of being designated a "penny stock" is that
      securities broker-dealers cannot recommend the stock but must trade in it on
      an
      unsolicited basis.





***Broker-dealer
      requirements may affect trading and liquidity of MIT’s common stock which may
      result in shareholders being unable to sell their
      shares.***





Section
      15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2
      promulgated thereunder by the SEC require broker-dealers dealing in penny stocks
      to provide potential investors with a document disclosing the risks of penny
      stocks and to obtain a manually signed and dated written receipt of the document
      before effecting any transaction in a penny stock for the investor's
      account.





Potential
      investors in MIT’s common stock are urged to obtain and read such disclosure
      carefully before purchasing any shares that are deemed to be "penny stock."
      Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the
      account of any investor for transactions in such stocks before selling any
      penny
      stock to that investor. This procedure requires the broker-dealer to (i) obtain
      from the investor information concerning his or her financial situation,
      investment experience and investment objectives; (ii) reasonably determine,
      based on that information, that transactions in penny stocks are suitable for
      the investor and that the investor has sufficient knowledge and experience
      as to
      be reasonably capable of evaluating the risks of penny stock transactions;
      (iii)
      provide the investor with a written statement setting forth the basis on which
      the broker-dealer made the determination in (ii) above; and (iv) receive a
      signed and dated copy of such statement from the investor, confirming that
      it
      accurately reflects the investor's financial situation, investment experience
      and investment objectives. Compliance with these requirements may make it more
      difficult for holders of MIT’s common stock to resell their shares to third
      parties or to otherwise dispose of them in the market or otherwise.





**Item
      2. Description Of Property**





MIT
      is
      headquartered in Savannah, Georgia at 115 Echols Street, while its
      administrative offices are at 37 West Fairmont Street Suite 202, also in
      Savannah. This rented facility on Echols Street consists of two buildings,
      one
      warehouses all inventory and is also the location of MIT’s pharmacy, clean room
      for compounding and the Savannah ambulatory center. The second building houses
      the wholesale trading operations. MIT rented facilities in Brunswick, Georgia
      for use as an ambulatory center through December 31, 2007, but terminated that
      lease in January 2008. MIT believes that its premises are sufficient for its
      current operations.





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





·
            The
                lease on the facility located at 115B Echols St., Savannah, GA was
                entered
                into January 1, 2007 and expires January 1, 2009. The rent is $3800
                per
                month. This lease is personally guaranteed by William C. Parker,
                Chairman
                of the Board.


·
            MIT
                leases two suites in the facility located at 37 W. Fairmont Avenue,
                Savannah, GA. The leases for Suites 202 and 204 each commenced November
                1,
                2004, for a term of 36 months. The monthly rent on Suite 202 is $1360,
                and
                the monthly rent on Suite 204 is $1123.. This lease is personally
                guaranteed by William C. Parker.


·
            The
                lease on the facility located at 393 EH Court, Brunswick, GA was
                entered
                into in April 2006, for a term of 24 months. Monthly rent for the
                initial
                12 months was $1500, and for the next 12 months is $1545. This lease
                is
                guaranteed by William C. Parker. This lease was terminated in January
                2008
                with the closing of the Brunswick location.





**Item
      3. Legal Proceedings**





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





**Item
      4.**  **Submissions
      Or Matters To A Vote Of Security Holders**





The
      description of the Merger in Item 1 is hereby incorporated herein by reference.




14




**Item
      5. Market For Common Equity And Related Stockholder
      Matters**




*Market
      information*





Our
      common stock is presently traded in the over-the-counter market and quoted
      on
      the National Association of Securities Dealers' OTC Bulletin Board under the
      ticker symbol "MITD.OB". The shares are thinly traded and a limited market
      presently exists for the shares. The following table describes, for the
      respective periods indicated, the prices of MIT common stock in the
      over-the-counter market, based on inter-dealer bid prices, without retail
      mark-up, mark-down or commissions and may not necessarily represent actual
      transactions. There was no trading reporting prior to May 7, 2007.





**Period**
            
            **High**
            
            **Low**2007:Quarter
                Ended March 31
            
            $
            -
            
            $
            -Quarter
                Ended June 30
            
            
            20.00
            
            
            1.51Quarter
                Ended September 30
            
            
            2.70
            
            
            1.00Quarter
                Ended December 31
            
            
            1.33
            
            
            0.992006:Fourth
                Quarter March 31
            
            
            -
            
            
            -Third
                Quarter June 30
            
            
            -
            
            
            -Second
                Quarter September
            
            
            -
            
            
            -First
                Quarter December
            
            
            -
            
            
            -




*Holders
      Of Record*




According
      to the Company’s transfer agent, the Company had approximately
      105 stockholders of record as of April 10, 2008.  Because many of
      the Company’s shares of common stock are held by brokers and other institutions
      on behalf of stockholders, the Company is unable to estimate the total number
      of
      beneficial stockholders represented by those record holders.





*Dividend
      Policy*




We
      have
      never declared or paid any cash dividends on our capital stock. We currently
      plan to retain future earnings, if any, to finance the growth and development
      of
      our business and do not anticipate paying any cash dividends in the foreseeable
      future. We may incur indebtedness in the future which may prohibit or
      effectively restrict the payment of dividends, although we have no current
      plans
      to do so. Any future determination to pay cash dividends will be at the
      discretion of our board of directors.





*Equity
      Incentive Plan*




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





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




The
      Plan
      provides for the granting of non-qualified stock options, incentive stock
      options (within the meaning of Section 422 of the Code), stock appreciation
      rights ("SARs"), restricted stock and restricted stock unit awards, performance
      shares and other cash or share-based awards. In the event of any merger,
      reorganization, recapitalization, stock split, stock dividend, or other change
      in corporate structure that affects our common stock, an adjustment may be
      made
      to the (a) maximum number of shares available for grants under the plan and/or
      kind of shares that may be delivered under the plan, (b) the individual award
      limits under the plan and (c) number, kind and/or price of shares subject to
      outstanding awards granted under the plan, by the Compensation Committee of
      the
      company, to prevent dilution or enlargement of rights. Shares of stock covered
      by an award under the plan that is cancelled, expired, forfeited or settled
      in
      cash will again be available for issuance in connection with future grants
      of
      awards under the plan.




15




Our
      Compensation Committee has broad authority to administer the plan, including
      the
      authority to determine when and to whom awards will be made, determine the
      type
      and size of awards, determine the terms and conditions of awards, construe
      and
      interpret the plan and award agreements, establish rates and resolutions for
      the
      plan's administration, and amend outstanding awards. Generally, the plan is
      open
      to directors, employees and consultants who are selected by the Compensation
      Committee.





Stock
      Options. Options
      granted under the plan may be "incentive stock options," as defined in Section
      422 of the Code, or "nonqualified stock options" which are stock options that
      do
      not qualify as incentive stock options. An incentive stock option must expire
      within ten years from the date it is granted (five years in the case of options
      granted to holders of more than 10% of the total combined voting power of all
      classes of our stock and the stock of our subsidiaries). The exercise price
      of
      an incentive stock option, qualified or non-qualified, must be at least equal
      to
      120% of the fair market value on the date such incentive stock option is
      granted. Subject to such restrictions as the Compensation Committee may impose,
      the exercise price of options granted under the plan may be paid (i) in cash
      or
      its equivalent, (ii) by delivery, or attesting to the ownership, of
      previously-acquired shares of our common stock, (iii) pursuant to a cashless
      exercise program, (iv) by such other methods as the compensation committee
      may
      permit or (v) by any combination of (i), (ii), (iii) and (iv). As of the date
      of
      this prospectus, no non-qualified stock options had been granted under the
      plan.





SARs .
      The
      Compensation Committee may grant a SAR in connection with all or any portion
      of
      an option grant as well as independent of any option grant. A SAR entitles
      the
      participant to receive the amount by which the fair market value of a specified
      number of shares on the exercise dates exceeds an exercise price established
      by
      the committee. The excess amount will be payable in common stock, in cash,
      or in
      a combination of shares and cash.





Restricted
      Stock. Restricted Stock Units and Performance Shares. These awards may be granted
      in
      such amounts and subject to such terms and conditions as determined by the
      Compensation Committee. Holders of restricted stock may generally exercise
      full
      voting rights and may be credited with regular dividends paid with respect
      to
      the underlying shares while they are so held; however, stock dividends or other
      non-cash distributions made with respect to restricted stock awards generally
      will be subject to the same restrictions as the restricted stock award.
      Generally, after the last day of the applicable period of restriction, the
      shares become freely transferable.





Restricted
      stock units and performance shares are conditional grants of a right to receive
      a specified number of shares of common stock or an equivalent amount of cash
      (or
      a combination of shares and cash) if certain conditions are met. Each restricted
      stock unit and performance share must have an initial value equal to the fair
      market value of a share on the date of grant. Restricted stock units may have
      conditions relating to continued service or employment only or continued
      employment or service and attainment of performance goals, as determined by
      the
      Compensation Committee. Performance shares may be granted based on a performance
      period of one or more years or other periods, as determined by the Compensation
      Committee.




The
      Compensation Committee must determine the performance objectives for grants
      of
      performance shares and the range of the number of shares to be paid to an
      employee if the relevant measure of performance is met within the performance
      period. Recipients of restricted stock units and performance shares may receive
      dividend equivalents with respect to their awards.





Other
      Awards. Subject
      to the terms of the plan, the Compensation Committee may grant other awards
      such
      as deferred share, share or cash awards based on attainment of performance
      or
      other goals or shares in lieu of cash under other incentive or bonus programs.
      Payment under such awards may be made in such manner and at such times as the
      Compensation Committee may determine.





Except
      as
      otherwise provided in a participant's award agreement, upon the occurrence
      of a
      change in control of the company, all outstanding stock options and SARs become
      immediately exercisable, any restriction imposed on restricted stock, restricted
      stock units, performance shares or other awards will lapse, and any performance
      shares or other awards with performance-related vesting conditions will be
      deemed earned at the target level (or if no target level is specified, the
      maximum level). Unless a participant's award agreement provides otherwise,
      if a
      participant's employment or service terminates following a change in control,
      any of the participant's stock options or SARs that were outstanding on the
      date
      of the change in control and that were vested as of the date of termination
      of
      employment or service will remain exercisable for a period ending not before
      the
      earlier of the first anniversary of the termination of the participant's
      employment or service or the expiration of the stated term of the
      award.




16




The
      Plan
      may be amended, suspended or terminated at any time by our board of directors,
      provided that no amendment that requires shareholder approval in order for
      the
      plan to comply with any applicable stock exchange listing standards or
      securities laws will be effective unless the requisite shareholder approval
      is
      obtained, and no amendment or termination may be made without approval of a
      participant to the extent the amendment or termination materially adversely
      affects the participant's outstanding awards.





As
      of
      December 31, 2007 we have granted 80,000 shares of common stock and options
      to
      purchase 600,000 shares of common stock pursuant to the Plan. Each Director
      other than Mr. Parker holds options to purchase 100,000 shares of Common stock.
      Each option was priced at the fair market value of the company’s common shares
      at the date of grant. In May 2007, MIT issued Messrs. Schuster, Rubin, Duncan
      and Bagwell 20,000 shares of common stock of MIT as compensation for services
      rendered and to be rendered in 2007.





**Equity
      Compensation Plan Information**





**Plan
                Category**
            
            **Number of securities to**
              **be issued upon exercise**
              **of outstanding options**
              **warrants and rights**
            
            **Weighted-average**
              **exercise price of**
              **outstanding options,**
              **warrants and right**
            
            **Number of securities**
              **remaining available for**
              **future issuance under**
              **equity compensation**
              **plans**Equity
                compensation plans approved by security holders
            
            
            680,000
            
            
            1.08
            
            
            4,320,000Equity
                compensation plans not approved by security holders
            
            
            0
            
            
            N/a
            
            
            0Total
            
            
            680,000




**Management
      Bonus Shares subject to Performance Criteria**





MIT’s
      management had an opportunity to receive a share bonus award for fiscal year
      2007, but the Company did not reach its Pre-Tax Profit Target. Our management
      has another opportunity to receive a share bonus award for fiscal year 2008
      of 5
      million shares for meeting certain performance criteria. For purposes of
      calculating the Pre-Tax Profit Target, non-cash expenses shall be excluded.
      In
      the event that the cumulative Pre-Tax Profits for fiscal years 2007 and 2008
      is
      at least $60,000,000, then an aggregate of 15 million bonus shares shall be
      awarded.





***2007***
            
            ***2008***Bonus
                Shares
            
            
            10,000,000
            
            
            5,000,000Pre-Tax
                Profit Target
            
            $
            25,000,000
            
            $
            35,000,000





**Recent
      Sales of Unregistered Securities; Use of Proceeds from Registered
      Securities**





In
      December 2006 and January 2007, MIT issued 11.39 units, each unit consisting
      of
      a promissory note in the amount of $100,000 and 200,000 shares of Common Stock.
      The subordinated promissory notes (each a “Bridge Note” and collectively, the
“Bridge Notes”) bear interest at the rate of 10% per annum. The shares of common
      stock issued in connection with these Bridge Notes were registered for resale
      in
      a SB-2 registration statement declared effective August 13, 2007 (the
“Registration Statement”). The consideration for these Bridge Notes and the
      shares of Common Stock consisted of $1,000,000 in cash and $138,889 from the
      conversion of a previously issued promissory note. MIT has used the proceeds
      of
      this financing for working capital. Of the aggregate $1,317,394, holders of
      Bridge Notes in the aggregate amount of $1,214,894 (including accrued interest
      of $41,739.57) converted the principal balance of their notes and accrued
      interest into units in our private placement Series A Convertible Preferred
      Stock and common stock purchase warrants (the “Private Placement”). Holders of
      Bridge Notes in the amount of $102,500 were paid from the proceeds of the
      Private Placement.





The
      Private Placement commenced March 19, 2007 and closed May 31, 2007. MIT closed
      on an aggregate 4,234.4 units at $1000.00 per unit, each unit consisting of:
      (i)
      one share of Series A Convertible Preferred Stock convertible at the holder’s
      option into an aggregate of 2,000 shares of common stock, $.0001 par value
      at a
      fixed conversion price of $0.50 per share and (ii) warrants to purchase an
      aggregate of 2,000 shares of Common Stock exercisable for a period of five
      years
      from the effective date of the registration statement which MIT has agreed
      to
      file with respect to the shares of Common Stock, $.0001 par value, issuable
      upon
      exercise of the warrants at a fixed price of $0.75 per share (each a “Unit” and
      collectively, the “Units”). MIT offered the Units to institutional and
      accredited investors. MIT raised proceeds in the aggregate amount of $4,234,392
      from sale of the Units, of which $1,214,892.00 consisted of principal and
      accrued interest which holders of Bridge Notes converted into Units. Meyers
      Associates, LP, who acted as our financial advisor, received, as part of its
      compensation, a five-year option to purchase up to 635 Units. at a price of
      $1,000 per Unit. The holders of the Series A Preferred Stock and warrants are
      selling shareholders under the Registration Statement.




17


On
      October 5, 2007 the Board approved the issuance of 300,000 shares of restricted
      stock common stock to MedEnvVet Laboratories, Inc., pursuant to Section 4(2)
      of
      the Securities Act in consideration for an exclusive worldwide license to the
      intellectual property rights associated with the ProVectorTM, as further
      described in Item 1, above. The issuance is exempt from the registration
      requirements of the Securities Act of 1933, as amended, by reason of Section
      4(2) thereof. The share certificates were issued November 2, 2007.





On
      June
      7, 2007 the Board approved the issuance of 312,500 shares of restricted common
      stock to Arlene Wilhelm and 250,000 shares of restricted common stock to one
      non-management employee, pursuant to the terms of each employee’s respective
      employment agreement. The issuances are exempt from the registration
      requirements of the Securities Act of 1933, as amended, by reason of Section
      4(2) thereof. The share certificates were issued November 20, 2007.





Pursuant
      to an agreement dated July 30, 2007, the Company issued Investor Relations
      Group
      a five year-warrant to purchase 250,000 shares of common stock of the Company
      at
      an exercise price of $2.20 per share. The warrant was issued as partial
      consideration for public relations services to be rendered. This Warrant shall
      vest and become exercisable as follows:





1.
            62,500
                shares on October 31, 2007;


2.
            62,500
                shares on January 31, 2007;


3.
            62,500
                shares on April 30, 2008; and


4.
            62,500
                shares on July 30, 2008.





**Item
      6.** **Management's
      Discussion and Analysis**





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





Overview





Through
      its subsidiaries, MIT distributes wholesale pharmaceuticals, prepares
      intravenous medication for home infusion by the patient, operates ambulatory
      centers where intravenous infusions are administered and sells and rents home
      medical equipment. MIT is based in Savannah, Georgia and operates an ambulatory
      care center in Savannah. Our distribution of wholesale pharmaceuticals accounts
      for the majority of our revenues and is anticipated to be our most significant
      area of growth.





**Critical
      Accounting Policies**





Management’s
      discussion and analysis of our financial condition and results of operations
      are
      based on our consolidated financial statements, which have been prepared in
      accordance with accounting principles generally accepted in the United States.
      The preparation of these financial statements requires management to make
      estimates and judgments that affect the reported amounts of assets, liabilities,
      revenues and expenses, and related disclosure of contingent assets and
      liabilities. On an ongoing basis, management evaluates its estimates, including
      those related to revenue recognition, impairment of long-lived assets, including
      finite lived intangible assets, accrued liabilities and certain expenses. We
      base our estimates on historical experience and on various other assumptions
      that we believe to be reasonable under the circumstances, the results of which
      form the basis for making judgments about the carrying values of assets and
      liabilities that are not readily apparent from other sources. Actual results
      may
      differ materially from these estimates under different assumptions or
      conditions.




Our
      significant accounting policies are summarized in Note 1 to our audited
      financial statements for the year ended December 31, 2007. We believe the
      following critical accounting policies affect our more significant judgments
      and
      estimates used in the preparation of our consolidated financial
      statements:




18




Inventories




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





Factored
      Accounts Receivable and Factoring Agreement.





Mr.
      Parker amended the purchase agreement with NHC that was executed in May 2005
      whereby NHC purchased from MIT the rights to all our accounts receivable. Over
      95% of our revenues are subject to the agreement with NHC. As of December 31,
      2007, $3,082,915 in receivables were subject to this agreement.





In
      April
      2007, MIT and NHC entered into a revolving line of credit to replace the
      receivable purchase agreement. The initial facility amount is $2,000,000, with
      the facility increasing in increments of $400,000 at such time as MIT’s
      outstanding balance exceeds 85% of the then existing amount outstanding under
      the facility. This credit agreement with NHC is personally guaranteed by Mr.
      Parker. This agreement replaced the purchase agreement with NHC executed in
      May
      2005.




On
      April
      4, 2008, we received a letter from Northern indicating that Northern considered
      MIT in default of its obligations under the credit agreement, and declaring
      all
      amounts under the credit agreement due and payable in full immediately.
      Subsequent to this letter, we received oral assurances from Northern that they
      would continue to fund MIT for an additional 60 days from April 4. We can make
      no assurances that Northern will continue to fund MIT for that period, no
      assurances we will be able to pay Northern at the end of that period, and no
      assurances that we will be able to find alternate funding on terms favorable
      to
      the Company or at all.





On
      May
      14, 2005, the Company entered into a factoring agreement with Northern Health
      Care, Inc., (“NHC”), an asset backed lender located at 333 Seventh Avenue, New
      York, New York. The purchase price of the accounts were determined separately
      for each group of accounts purchased and were equal to the expected net
      realizable value of such accounts. The purchase price was determined as
      follows:





(a)
      Upon
      the purchase of accounts, NHC paid to the Company an amount equal to the lesser
      of (a) 85% of the purchase price of all the accounts purchased on May 14, 2005,
      or (b) the amount requested by the Company, less any amounts specified in
      Section 2.1 (b) below.





(b)
      all
      remaining amounts of the purchase price subsequent to the initial installment
      with respect to all purchased accounts were aggregated and paid with respect
      to
      all purchased accounts as a group, regardless of the date such accounts were
      or
      are purchased, in accordance with the provisions of this paragraph (b) and
      such
      payment of all remaining amounts of the purchase price was subject to the terms
      of the agreement and applicable legal requirements. The funds from which the
      subsequent installments of the purchase price were paid were limited to the
      funds in the reserve account from time to time pursuant to the terms of the
      agreement. NHC had no responsibility for payment of any installment of the
      purchase price subsequent to the initial installment except from funds available
      in the reserve account pursuant to the terms of the agreement.





*Reserve
      Account:*





In
      connection, with the May 2005 factoring agreement, NHC established a reserve
      account that will be owned, maintained, managed and controlled by NHC and the
      Company shall have no legal or equitable interest therein. NHC furnishes the
      Company a regular accounting of the reserve account on or about the
      15 th day of
      each month, for the preceding month, beginning no later than 90 days following
      the initial closing date of May 14, 2005.





*Health
      Care Reserve:*





Health
      care reserves are all of the factored receivables returned to the Company that
      are owned, maintained, managed and controlled by MIT.





19





Revenue
      Recognition





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





Advertising
      Cost





Advertising
      cost is expensed as incurred.





Estimates





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





New
      Accounting Pronouncements





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





In
      March
      2006, the Financial Accounting Standards Board issued Statement of Financial
      Accounting Standards No. 156, “Accounting for Servicing of Financial Assets” -
      an amendment to FASB SFAS No. 140. Statement 156 requires that an entity
      recognize a servicing asset or servicing liability each time it undertakes
      an
      obligation to service a financial asset by entering into a service contract
      under certain situations. The new standard is effective for fiscal years
      beginning after September 15, 2006. The adoption of SFAS No.156 did not have
      a
      material impact on the Company's financial position and results of
      operations.





In
      July
      2006, the Financial Accounting Standards Board issued Interpretation No. 48,
      “Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement
      No. 109”. This interpretation clarifies the accounting for uncertainty in income
      taxes recognized in a company’s financial statements and establishes guidelines
      for recognition and measurement of a tax position taken or expected to be taken
      in a tax return. We have adopted this statement which became effective on
      January 1, 2007.   The Company has not made any adjustments as a
      result of the adoption of this interpretation.





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





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




20




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





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





**Results
      of Operations**





**Comparison
      of year ended December 31, 2007 to the year ended December 31, 2006.**





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





MedicalInfusion
            
            Wholesale/
            
            Ambulatory
            
            DME
            
            Eliminations
            
            Combinedand
                MIT
            
            International
            
            Care**2007**Revenue
            
            $
            2,366,181
            
            $
            6,231,327
            
            $
            3,295,345
            
            $
            787,888
            
            
            
            
            $
            12,680,741Interest
                expense
            
            
            298,344
            
            
            0
            
            
            0
            
            
            0
            
            
            
            
            
            298,344Depreciation
                & amortization
            
            
            44,444
            
            
            0
            
            
            0
            
            
            0
            
            
            
            
            
            44,444**2006**Revenue
            
            $
            2,258,400
            
            $
            8,845,480
            
            $
            1,373,481
            
            $
            615,345
            
            
            
            
            $
            13,092,706Intersegment
                sales
            
            
            _______
            
            
            ________
            
            
            ________
            
            
            ______
            
            
            (112,487
            )
            
            (112,487
            )Net
                revenue
            
            
            2,258,400
            
            
            8,845,480
            
            
            1,373,481
            
            
            615,345
            
            
            (112,487
            )
            
            12,980,219Interest
                expense
            
            
            93,869
            
            
            0
            
            
            0
            
            
            0
            
            
            
            
            
            93,869Depreciation
                & amortization
            
            
            28,755
            
            
            0
            
            
            0
            
            
            0
            
            
            
            
            
            28,755





21





Revenues





Consolidated
      revenues for the year ended 2007 were $12,680,741 as compared to $12,980,219
      for
      the year ended December 31, 2007, representing a decrease of $299,478 or 2.3%.
      Consolidated cost of sales for the year ended December 31, 2007 were $6,261,568
      or 49.4% of sales as compared cost of sales for the year ended December 31,
      2006
      of $8,154,578 or 62.8% of sales. This resulted in a gross profit for the year
      ended December 31, 2007 of $6,419,173 or 50.6% as compared to gross profit
      for
      the year ended December 31, 2006 of $4,825,641 or 37.2%. The increase in our
      consolidated revenues for the year ended 2007 were the result of sales to
      international customers aggregating $2,416,500 and $10,264,241 to domestic
      customers. The reduction and improvement in the costs of good sold and the
      gross
      profit is directly related to the profitability of selling international
      customers. For the for the year ended 2007, costs of good sold for the
      international sales was approximately $316,000 or 13.1% of international sales
      and 2.5% of sales overall. Domestic operating revenues were reduced by
      $2,715,978 to $10,264,241 for the year ended 2007 as compared to $12,980,219.
      This reduction overall was due to the lack of operating funds during the first
      four months of 2007 to purchase supplies on the open market at competitive
      prices and the loss of a major customer for products and services supplied
      by
      Ambulatory and our DME divisions. This customer decided to fill their own
      requirements through in-house sources.





Operating
      Expenses





Total
      operating expenses increased $1,423,110 or 31.1% to $5,999,783 for the year
      ended December 31, 2007 from $4,576,673 for the year ended December 31, 2006.
      The increase in operating expense is attributable to the increase in personnel,
      sales and marketing and depreciation and amortization of assets. The major
      components of operating expense include:





**•**
            Salaries
                and payroll related costs decreased $520,529 to $2,115,628 for the
                year
                ended December 31, 2007 as compared to $2,636,157 for the year ended
                December 31, 2006, a decrease of 19.7. The decrease was due primarily
                to
                the expansion of our sales and marketing efforts towards developing
                our
                international marketing program, which included additional personnel
                and
                the resulting expenses related to primarily travel and personnel
                support
                expenses and a reduction in staffing costs relating to the loss of
                a major
                customer for products and services supplied by Ambulatory and our
                DME
                divisions.




**•**
            Sales,
                general and administrative expenses increased $844,650 or 44.2% to
                $2,756,411 for the year ended December 31, 2007 as compared to $1,911,761
                for the year ended December 31, 2006. The $844,650 increase was due
                primarily to a planned increase in our advertising and marketing
                efforts.
                We anticipate seeing the results of these expenditures represented
                in
                subsequent quarters. Another variable influencing the decrease in
                general
                and administrative costs is the reduction in leased space of our
                facilities in the fourth quarter of 2007. Legal and professional
                expenses
                related to our financing activities were $363,438; Travel and
                entertainment was $110,109; consulting fees of $221,351; outside
                and
                contract labor $108,556; license fees of $110,926; Additional expenses
                included office expense of $441,658; Advertising of $164,33;, rent
                expense
                of $238,932; insurance expense of $130,617 and telephone of $65,78;,
                factoring fees of 230,374; interest expense of $298,344 and contract
                services of $271,980; We anticipate seeing the results of these
                expenditures represented in subsequent quarters. Another variable
                influencing the decrease in general and administrative costs is the
                reduction in leased space of our facilities in the fourth quarter
                of
                2006.




**•**
            Depreciation
                and amortization increased $15,689 or 17.1% to $44,444 for the year
                ended
                December 31, 2007 as compared to $28,755 for the year ended December
                31,
                2006. The increase was mainly attributable to the amortization and
                depreciation of assets acquired.





Operating
      Income





Operating
      income increased $170,332 or 68.4% to $419,390 for the year ended December
      31,
      2007 from $248,968 for the year ended December 31, 2006. Operating income as
      a
      percentage of gross revenue was 3.3% for the year ended December 31, 2007 as
      compared to 1.9% for the year ended December 31, 2006.




22




Income
      Tax





Income
      tax expense decreased to $34,053 for the year ended December 31, 2007 from
      a tax
      expense of $155,099 for the year ended December 31, 2006. The decrease in income
      before income taxes is due in part to the decrease in revenues and an increase
      in other expenses as outlined above.





Net
      income




As
      a
      result of the above factors, net income decreased from $102,365 for the year
      ended December 31, 2006 to $79,890 for the year ended December 31, 2007.





**Comparison
      of year ended December 31, 2006 to the year ended December 31, 2005.**


Revenues





Consolidated
      revenues for the year ended 2006 were $12,980,219 as compared to $16,130,920
      for
      the year ended December 31, 2005, representing a decrease of $3,150,701 or
      19.5%. Consolidated cost of sales for the year ended December 31, 2006 were
      $8,154,578 or 62.8% of sales as compared cost of sales for the year ended
      December 31, 2005 of $11,219,931 or 69.6% of sales. This resulted in a gross
      profit for the year ended December 31, 2006 of $4,825,641 or 37.2% as compared
      to gross profit for the year ended December 31, 2005 of $4,910,989 or 30.4%.
      The
      Company had expected the Private Placement to take place in 2006, and we believe
      that revenues, sales and profits decreased during this period because proceeds
      of the Private Placement did not become available to purchase goods for resale
      until 2007.





Operating
      Expenses





Total
      operating expenses increased $207,706 or 6.5% to $4,576,673 for the year ended
      December 31, 2006 from $4,368,967 for the year ended December 31, 2005. The
      increase in operating expense is attributable to the increase in personnel,
      sales and marketing and depreciation and amortization of assets. The major
      components of operating expense include:




**•**
            Salaries
                and payroll related costs increased $819,847 to $2,636,157 for the
                year
                ended December 31, 2006 as compared to $1,816,310 for the year ended
                December 31, 2005, an increase of 45.1%.. The increase was due primarily
                to the expansion of our sales and marketing efforts, which included
                additional personnel and the resulting expenses related to managing
                anticipated higher processing volume.




**•**
            Sales,
                general and administrative expenses increased $133,653 or 7.5% to
                $1,911,761 for the year ended December 31, 2006 as compared to $1,778,108
                for the year ended December 31,2005. The $133,653 increase was due
                primarily to a planned increase in our advertising and marketing
                efforts.
                We anticipate seeing the results of these expenditures represented
                in
                subsequent quarters. Another variable influencing the decrease in
                general
                and administrative costs is the reduction in leased space of our
                facilities in the fourth quarter of 2006.
                .




**•**
            Depreciation
                and amortization increased $4,206 or 17.1% to $28,755 for the year
                ended
                December 31, 2006 as compared to $24,549 for the year ended December
                31,
                2005. The increase was mainly attributable to the amortization and
                depreciation of assets acquired.





Operating
      Income





Operating
      income decreased $293,054 or 54.1% to $248,968 for the year ended December
      31,
      2006 from $542,022 for the year ended December 31, 2005. Operating income as
      a
      percentage of gross revenue was 1.9% for the year ended December 31, 2006 as
      compared to 3.4% for the year ended December 31, 2005.





Income
      Tax





Income
      tax expense decreased to $124,649 for the year ended December 31, 2006 from
      a
      tax expense of $177,383 for the year ended December 31, 2005. The decrease
      in
      income before income taxes is due in part to the decrease in revenues and an
      increase in other expenses as outlined above.




23




Net
      income




As
      a
      result of the above factors, net income decreased from $344,332 for the year
      ended December 31, 2005 to $102,365 for the year ended December 31, 2006.





**Liquidity
      and Capital Resources**





As
      of
      December 31, 2007, we had cash of $51,404, as compared to $40,227 at December
      31, 2006. For the year ended December 31, 2007, net cash used by operating
      activities aggregated $(605,963) as compared to cash used by operations for
      the
      year ended December 31, 2006 of $(2,876,740). As of December 31, 2006, we had
      cash of $40,227 as compared to a cash balance of $620,390 as of December 31,
      2005.





In
      December 2006 and January 2007, MIT issued 11.39 units, each unit consisting
      of
      a promissory note in the amount of $100,000 and 200,000 shares of Common Stock.
      The subordinated promissory notes (each a “Bridge Note” and collectively, the
“Bridge Notes”) bear interest at the rate of 10% per annum. The shares of common
      stock issued in connection with these Bridge Notes were registered for resale
      in
      a SB-2 registration statement declared effective August 13, 2007 (the
“Registration Statement”). The consideration for these Bridge Notes and the
      shares of Common Stock consisted of $1,000,000 in cash and $138,889 from the
      conversion of a previously issued promissory note. MIT has used the proceeds
      of
      this financing for working capital. Of the aggregate $1,317,394, holders of
      Bridge Notes in the aggregate amount of $1,214,894 (including accrued interest
      of $41,739.57) converted the principal balance of their notes and accrued
      interest into units in our private placement Series A Convertible Preferred
      Stock and common stock purchase warrants (the “Private Placement”). Holders of
      Bridge Notes in the amount of $102,500 were paid from the proceeds of the
      Private Placement.





The
      Private Placement commenced March 19, 2007 and closed May 31, 2007. MIT closed
      on an aggregate 4,234.4 units at $1000.00 per unit, each unit consisting of:
      (i)
      one share of Series A Convertible Preferred Stock convertible at the holder’s
      option into an aggregate of 2,000 shares of common stock, $.0001 par value
      at a
      fixed conversion price of $0.50 per share and (ii) warrants to purchase an
      aggregate of 2,000 shares of Common Stock exercisable for a period of five
      years
      from the effective date of the registration statement which MIT has agreed
      to
      file with respect to the shares of Common Stock, $.0001 par value, issuable
      upon
      exercise of the warrants at a fixed price of $0.75 per share (each a “Unit” and
      collectively, the “Units”). MIT offered the Units to institutional and
      accredited investors. MIT raised proceeds in the aggregate amount of $4,234,392
      from sale of the Units, of which $1,214,892.00 consisted of principal and
      accrued interest which holders of Bridge Notes converted into Units. Meyers
      Associates, LP, who acted as our financial advisor, received, as part of its
      compensation, a five-year option to purchase up to 635 Units. at a price of
      $1,000 per Unit. The holders of the Series A Preferred Stock and warrants are
      selling shareholders under the Registration Statement.





The
      Company commenced a Private Placement on March 19, 2007 and it terminated on
      May
      31, 2007. Through that period, the Company closed on an aggregate 4,234.4 units
      at $1000.00 per unit, each unit consisting of: (i) one share of Series A
      Convertible Preferred Stock convertible at the holder's option into an aggregate
      of 2,000 shares of common stock, $.0001 par value at a conversion price of
      $0.50
      per share and (ii) warrants to purchase an aggregate of 2,000 shares of Common
      Stock exercisable for a period of five years from the effective date of the
      registration statement which the Company has agreed to file with respect to
      the
      shares of Common Stock, $.0001 par value, issuable upon exercise of the warrants
      at a price of $0.75 per share (each a "Unit" and collectively, the "Units").





In
      April
      2007, MIT and NHC entered into a revolving line of credit to replace the
      receivable purchase agreement. The initial facility amount is $2,000,000, with
      the facility increasing in increments of $400,000 at such time as MIT’s
      outstanding balance exceeds 85% of the then existing amount outstanding under
      the facility. This credit agreement with NHC is personally guaranteed by Mr.
      Parker. This agreement a purchase agreement with NHC executed in May 2005
      whereby NHC purchased from MIT the rights to all our accounts receivable. Over
      95% of our revenues are subject to the agreement with NHC. Subsequent to the
      date of the financial statements, NHC has notified us that they are requiring
      full payment of the balance outstanding to them aggregating approximately
      $1,000,000. We are in the process of locating new sources for the funding of
      our
      accounts receivable.





Mr.
      Parker amended the purchase agreement with NHC that was executed in May 2005
      whereby NHC purchased from MIT the rights to all our accounts receivable. Over
      95% of our revenues are subject to the agreement with NHC. As of December 31,
      2007, $3,082,915 in receivables were subject to this agreement.




24





On
      April
      4, 2008, we received a letter from Northern indicating that Northern considered
      MIT in default of its obligations under the credit agreement, and declaring
      all
      amounts under the credit agreement due and payable in full immediately.
      Subsequent to this letter, we received oral assurances from Northern that they
      would continue to fund MIT for an additional 60 days from April 4. We can make
      no assurances that Northern will continue to fund MIT for that period, no
      assurances we will be able to pay Northern at the end of that period, and no
      assurances that we will be able to find alternate funding on terms favorable
      to
      the Company or at all.





In
      addition to the receivables and cash flow subject to the agreement with
      Northern, the Company has a single receivable from a customer in the Dominican
      Republic for $2,416,500. Terms of the invoice are 25%-60/25%-90/25%-180/25%-360.
      The initial installment was due September 20, 2007. This receivable is included
      in our revenues for 2007, Nine thousand dollars has been received on this
      invoice. The Company is relying upon collection of the balance of this invoice
      to expand its international sales. As of December 31, 2007, this receivable
      remained uncollected.





On
      December 20, 2007 we entered into a business development and consulting
      agreement with Miura Enterprises, S.A. (“Miura”) of the Dominican Republic
      whereby we exchanged the account receivable from our Dominican customer for
      an
      18% equity ownership in Miura. One of Miura’s tasks is to collection this
      account receivable. We will receive up to 80% of the amount collected. As of
      December 31, 2007, we have valued the account receivable and our equity interest
      in Miura at $1,933,200.





We
      are
      subject from time to time to litigation relating to the activities of our
      business and in the marketplace which it serves. Subsequent to the date of
      our
      financial statements, three vendors commenced actions for amounts due them
      aggregating $304,000. The Company has delayed payment to these vendors as a
      result of the Company’s liquidity challenges.





As
      of
      December 31, 2005, we were engaged in litigation relating to a financial
      consulting agreement. Effective April 17, 2006, the parties entered into a
      settlement agreement pursuant to which we agreed to pay $750,000. We paid an
      aggregate of $225,000 though May 2006 and in July 2006, we commenced monthly
      payment of $15,000, which will continue through October 1, 2007. The remaining
      balance of $375,000 was due October 17, 2007. The total consideration of
      $750,000 was expensed in the year 2005. As of December 31, 2006, the Company
      had
      a balance due of $610,000 and $375,000 as of September 30, 2007. In October
      and
      November 2007, the Company paid $275,000, leaving a balance of
      $100,000.





During
      the fourth quarter of 2007, we discovered that a disgruntled employee
      inadvertently deleted approximately $750,000 in billable medical invoices to
      various companies from our computer billing systems. We engaged the services
      of
      an outside expert in the procedures of medical billing to uncover the extent
      of
      the deleted medical billings. As of December 31, 2007, we were in the process
      of
      rebilling and waiting collection of monies due us from various insurance
      companies. We have also re-examined our internal controls and procedures as
      they
      relate to medical billings and collections and implemented extensive controls
      for the billing, reporting and monitoring of the billing process and procedures.





Our
      inability to achieve sufficient collections on our revenues has created a
      liquidity challenge that raises doubt about our ability to continue as a going
      concern. The auditor’s opinion which accompanies our financial statements is
      qualified as to our ability to continue as a going concern.





**Off-
      Balance Sheet Arrangements**




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




25





**Item
      7. Financial Statements**





**INDEX
      TO FINANCIAL STATEMENTS**





PageFinancial
                StatementsREPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            
            F-2Balance
                Sheet as of December 31, 2007
            
            F-3Statements
                of Operations for the years ended December 31, 2007 and
                2006
            
            F-4Statements
                of Stockholders’ Equity for the years ended December 31, 2007 and December
                31, 2006
            
            F-5Statements
                of Cash Flows for the years ended December 31, 2007 and
                2006
            
            F-6Notes
                to Financial Statements
            
            F-7 - F-20




F-1


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Shareholders and Directors of


MIT
      Holding, Inc.





We
      have
      audited the consolidated balance sheet of MIT Holding, Inc. as of December
      31,2007, and the related statements of operations, changes in stockholders’
equity, and cash flows for the years ended December 31, 2007 and 2006. These
      financial statements are the responsibility of the Company's management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audits.





We
      conducted our audits 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 financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Medical Infusion Technologies,
      Inc., as of December 31, 2007 and the results of its operations and its cash
      flows for the two years then ended, in conformity with accounting principles
      generally accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. As discussed in Note B to the financial statements,
      the Company’s inability to achieve sufficient collections on their revenues has
      created a liquidity challenge that raises doubt about the Company’s ability to
      continue as a going concern. Management’s plans regarding those matters are also
      described in Note B. The financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.





S/Drakeford
                & Drakeford, LLCNew
                York, New York





March
      24,
      2008


F-2





MIT
      HOLDING, INC.





**CONSOLIDATED
      BALANCE SHEET**





December 31, 2007ASSETSCURRENT
                ASSETSCash
                and cash equivalents
            
            $
            51,404Accounts
                receivable, factored
            
            
            3,082,915Inventory
            
            
            260,752Notes
                receivable
            
            
            59,255Total
                current assets
            
            
            3,454,326PROPERTY
                AND EQUIPMENT, net
            
            
            32,983OTHER
                ASSETSMinority
                investment in foreign corporation
            
            
            1,933,200Healthcare
                reserve
            
            
            1,571,228Non-compete
                agreement, net
            
            
            163,334Total
                other assets
            
            
            3,667,762TOTAL
                ASSETS
            
            $
            7,155,071LIABILITIES
                AND STOCKHOLDERS’ EQUITYCURRENT
                LIABILITIESAccounts
                payable and accrued expenses
            
            $
            2,148,500Income
                taxes payable
            
            
            41,156Litigation
                settlement payable
            
            
            101,209Notes
                payable-NHC
            
            
            999,161Notes
                payable-bank-installment loans
            
            
            34,987Notes
                payable-bank-lime of credit
            
            
            277,750Notes
                payable-legal fees
            
            
            175,000Total
                current liabilities
            
            
            3,777,763LONG-TERM
                LIABILITIESNotes
                payable-banks
            
            
            75,615Total
                long-term liabilities
            
            
            75,615STOCKHOLDERS’
                EQUITYPreferred
                stock, $0.000001 par value, 5,000,000 shares authorized, 3,530.39
                shares
                issued and outstanding at December 31, 2007
            
            
            0Common
                stock, $0.000001 par value, 250,000,000 shares authorized, 46,145,134
                shares issued and outstanding at December 31, 2007
            
            
            46Additional
                paid-in-capital
            
            
            1,798,390Retained
                Earnings
            
            
            1,503,257Total
                stockholders’ equity
            
            
            3,301,693TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            7,155,071





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


F-3


MIT
      HOLDING, INC.





**CONSOLIDATED
      STATEMENTS OF OPERATIONS**





*For the years ended**December 31, 2007*
            
            *December 31, 2006*Revenue
            
            $
            12,680,741
            
            $
            12,980,219Cost
                of medical supplies
            
            
            6,261,568
            
            
            8,154,578Gross
                profit
            
            
            6,419,173
            
            
            4,825,641Operating
                ExpensesSalaries
                and payroll cost
            
            
            2,115,628
            
            
            2,636,157Selling,
                general and administrative
            
            
            2,756,411
            
            
            1,911,761Asset
                impairments
            
            
            600,000
            
            
            0Expenses
                related to investment in foreign corporation
            
            
            483,300
            
            
            0Depreciation
                and amortization
            
            
            44,444
            
            
            28,755Total
                operating expenses
            
            
            5,999,783
            
            
            4,576,673Net
                income from operations
            
            
            419,390
            
            
            248,968Other
                expenses-interest
            
            
            298,344
            
            
            93,869Net
                income before income tax expense
            
            
            121,046
            
            
            155,099Income
                tax expense
            
            
            41,156
            
            
            52,734Net
                income
            
            $
            79,890
            
            $
            102,365Net
                income per share from continuing operations:Basic
                and diluted
            
            $
            .00
            
            $
            .01Weighted
                average number of shares outstanding:Basic
                and diluted
            
            
            38,167,038
            
            
            17,695,760





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


F-4


MIT
      HOLDING, INC.





**CONSOLIDATED
      STATEMENT OF STOCKHOLDERS’ EQUITY**





Additional
            
            
            
            Total**Common stock**
            
            **Preferred stock**
            
            Paid-in
            
            Accumulated
            
            Stockholders’**Shares**
            
            **Amount**
            
            **Shares**
            
            **Amount**
            
            Capital
            
            Earnings
            
            Equity**Balance at December 31, 2005**
            
            
            40,605,760
            
            
            41
            
            
            0
            
            
            0
            
            
            (175,376
            )
            
            1,301,657
            
            
            1,126,322**(Restated)**Issuance
                of common stock for cash
            
            
            1,731,085
            
            
            1
            
            
            
            
            
            
            
            
            852,221
            
            
            
            
            
            852,222Issuance
                of common stock for consulting fees
            
            
            549,934
            
            
            1
            
            
            
            
            
            
            
            
            166,666
            
            
            
            
            
            166,667Net
                income for the year ended December 31, 2006
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            102,365
            
            
            102,365**Balance
                at December 31, 2006**
            
            
            42,886,779
            
            
            43
            
            
            0
            
            
            0
            
            
            843,511
            
            
            1,404,022
            
            
            2,247,576Merger
                adjustments and stock splits
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,645,205
            )
            
            19,345
            
            
            (1,625,860
            )Issuance
                of preferred stock for cash
            
            
            
            
            
            
            
            
            3,530.39
            
            
            0
            
            
            1,656,422
            
            
            
            
            
            1,656,422Issuance
                of common stock for consulting fees
            
            
            3,258,355
            
            
            3
            
            
            
            
            
            
            
            
            943,662
            
            
            
            
            
            943,665Net
                income for the year ended December 31, 2007
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            79,890
            
            
            79,890**Balance
                at December 31, 2007**
            
            
            46,145,134
            
            $
            46
            
            
            3,530.39
            
            $
            0
            
            $
            1,798,390
            
            $
            1,503,257
            
            $
            3,301,693





*The
      accompanying notes are an integral part of this
      statements*


F-5





MIT
      HOLDING, INC.





**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**





For the year ended
            
            For the year endedDecember 31, 2007
            
            December 31, 2006OPERATING
                ACTIVITIESNet
                income
            
            $
            79,890
            
            $
            102,365Adjustments
                for noncash and nonoperating items:Disposal
                of assets
            
            
            0
            
            
            4,192Depreciation
                and amortization
            
            
            44,444
            
            
            28,755Issuance
                of common stock for consulting fees
            
            
            943,665
            
            
            166,667Merger
                equity adjustments
            
            
            (1,625,860
            )
            
            0Investment
                in minority operations
            
            
            (1,933,200
            )
            
            0Changes
                in operating assets and liabilities:Receivables
            
            
            2,851,343
            
            
            (4,407,555
            )Inventory
            
            
            116,482
            
            
            35,865Employee
                advances
            
            
            0
            
            
            8,704Notes
                receivable
            
            
            (59,255
            )
            
            0Healthcare
                reserve
            
            
            (1,279,225
            )
            
            (283,299
            )Accounts
                payable and accrued expenses
            
            
            (398,039
            )
            
            1,732,215Litigation
                payable
            
            
            (508,791
            )
            
            (140,000
            )Notes
                payable-other
            
            
            1,174,161
            
            
            0Income
                taxes payable
            
            
            (11,578
            )
            
            (124,649
            )Cash
                provided (used) by operating activities
            
            
            (605,963
            )
            
            (2,876,740
            )INVESTING
                ACTIVITIESCapital
                expenditures
            
            
            (35,610
            )
            
            0Cash
                (used) by investing activities
            
            
            (35,610
            )
            
            0FINANCIAL
                ACTIVITIESIssuance
                of common stock for cash
            
            
            0
            
            
            852,222Issuance
                of preferred stock for cash
            
            
            1,656,422
            
            
            0Proceeds
                from notes
            
            
            0
            
            
            1,505,510Payments
                on bridge loans
            
            
            (918,932
            )
            
            0Payments
                on notes payable
            
            
            (84,740
            )
            
            (61,155
            )Cash
                provided (used) by financing activities
            
            
            652,750
            
            
            2,296,577NET
                INCREASE (DECREASE) IN CASH
            
            
            11,177
            
            
            (580,163
            )CASH
                BALANCE BEGINNING OF PERIOD
            
            
            40,227
            
            
            620,390CASH
                BALANCE END OF PERIOD
            
            $
            51,404
            
            $
            40,227Supplemental
                Disclosures:Interest
            
            $
            298,344
            
            $
            93,869Taxes
            
            $
            41,156
            
            $
            52,734





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


F-6




MIT
      HOLDING, INC.





**NOTES
      TO FINANCIAL STATEMENTS**





December
      31, 2007




**NOTE A –**
            **BASIS
                OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING****POLICIES**





1.
            Nature
                of Operations/ Basis of
                Presentation





*Nature
      of Operations*





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





*MIT
                Holding, Inc. Mergers with Convention All Holdings, Inc.*




Our
      Company was formerly known as Convention All Holdings, Inc. and, until May
      2,
      2007, we acquired a 100% ownership interest in MIT Holding, Inc. through a
      merger of MIT Holding, Inc. with and into MIT CVAH Acquisition Corp, a newly
      formed Delaware corporation and wholly-owned subsidiary, in exchange for
      32,886,779 shares of our common stock. In addition, 9,738,860 shares of common
      stock of MIT are issuable to the holders of 6% Series A Convertible Preferred
      Stock (“Series A Preferred Stock”) upon conversion of the Series A Preferred and
      9,738,860 shares of common stock are issuable to the holders of certain warrants
      issued in conjunction with the Series A Preferred Stock at an exercise price
      of
      $0.75 per share (the “Warrants”) issued in a private placement by MIT as of May
      31, 2007. Simultaneously with the Merger, the company formerly known as MIT
      Holding, Inc. changed its name to Medical Infusion Group, Inc., and we changed
      our name to MIT Holding, Inc. As a result of the Merger, we now own 100% of
      Medical Infusion Group, Inc., which, in turn, continues to own 100% of the
      issued and outstanding shares of capital stock of MIT Ambulatory Care Center,
      Inc., a Georgia corporation ("Ambulatory"), Medical Infusion Technologies,
      Inc.,
      a Georgia corporation (“Infusion”) and MIT International Distribution, Inc.
      (“MIT International”).





F-7





MIT
      HOLDING, INC.




**NOTES
      TO FINANCIAL STATEMENTS**




December
      31, 2007




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





*Basis
      of Presentation*




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





2.
            Inventories




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





3.
            Cash
                Equivalents





Investments
      having an original maturity of 90 days or less that are readily convertible
      into
      cash are considered cash equivalents. The Company has no cash equivalents as
      of
      December 31, 2007.





4.
            Property
                and Equipment





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





F-8




MIT
      HOLDING, INC.




**NOTES
      TO FINANCIAL STATEMENTS**




December
      31, 2007


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


4.
            Property
                and Equipment (continued)





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


Furniture
                  and fixtures
              5-
                  7 yearsComputer
                  equipment
              3-
                  7 yearsVehicles
              5-
                  7 years




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





*Asset
      Impairments:*





The
      company regularly reviews its investments and other assets that include the
      extent to which carrying value exceeds its related market value, the financial
      condition of the investee, and the intent and ability to retain the investment
      for a sufficient period of time to allow for recovery of the market value of
      the
      investments.




5.
            Factored
                Accounts Receivable and Factoring
                Agreement.





On
      May
      14, 2005, the Company entered into a factoring agreement with Northern Health
      Care, Inc., (“NHC”) located at 333 Seventh Avenue, New York, New York. The
      purchase price of the accounts were determined separately for each group of
      accounts purchased and were equal to the expected net realizable value of such
      accounts. The purchase price was determined as follows:





(a)
      Upon
      the purchase of accounts, NHC shall pay to the Company an amount equal to the
      lesser of (a) 85% of the purchase price of all the accounts purchased on May
      14,
      2005, or (b) the amount requested by the Company, less any amounts specified
      in
      Section 2.1 (b) below.


F-9




MIT
        HOLDING, INC.


**NOTES
      TO FINANCIAL STATEMENTS**




December
      31, 2007




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


5.
            Factored
                Accounts Receivable and Factoring Agreement.
                (continued)




(b)
      all
      remaining amounts of the purchase price subsequent to the initial installment
      with respect to all purchased accounts shall be aggregated and paid with respect
      to all purchased accounts as a group, regardless of the date such accounts
      were
      or are purchased, in accordance with the provisions of this paragraph (b) and
      such payment of all remaining amounts of the purchase price shall be subject
      to
      the terms of the agreement and applicable legal requirements. The funds from
      which the subsequent installments of the purchase price are to be paid shall
      be
      limited to the funds in the reserve account from time to time pursuant to the
      terms of the agreement. NHC shall have no responsibility for payment of any
      installment of the purchase price subsequent to the initial installment except
      from funds available in the reserve account pursuant to the terms of the
      agreement.


Age
                  of receivable on
                Date
                  of purchase
                Calculated
                  in days
                From
                  date of service:
              
              Discount
                  Percent:
                *Receivables
                  purchased*
                *On
                  initial closing*
                *date*
              
              Discount
                  Percent:
                *Receivables
                  relating*
                *To
                  purchased after*
                *Initial
                  closing date*
              
              Discount
                  Percent:
                *Receivables
                  relating*
                *To
                  purchased after*
                *Initial
                  closing date*All
                  receivables
              
              Wholesale
              
              All
                  other receivables1
                  to 15 days
              
              5.00%
              
              1.50%
              
              4.00%16
                  to 30 days
              
              5.00%
              
              1.85%
              
              4.00%31
                  to 45 days
              
              5.00%
              
              2.50%
              
              4.00%46
                  to 60 days
              
              5.00%
              
              3.25%
              
              4.00%Each
                  additional 15 days
              
              An
                  additional 1.00%
              
              An
                  additional .75%
              
              An
                  additional .75%





Total
      factoring fees for the year ended December 31, 2007 aggregated $ 230,374.





F-10
 
  MIT
        HOLDING, INC.


**NOTES
      TO FINANCIAL STATEMENTS**





December
      31, 2007


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




5.
            Factored
                Accounts Receivable and Factoring Agreement.
                (continued)





In
      April
      2007, the Company and NHC entered into a revolving line of credit to replace
      the
      receivable purchase agreement. The initial facility amount is $2,000,000, with
      the facility increasing in increments of $400,000 at such time as MIT’s
      outstanding balance exceeds 85% of the then existing amount outstanding under
      the facility. This credit agreement with NHC is personally guaranteed by Mr.
      Parker. This agreement replaced the purchase agreement with NHC executed in
      May
      2005. Over 95% of our revenues are subject to the agreement with NHC.





*Reserve
      Account:*





NHC
      established a reserve account that will be owned, maintained, managed and
      controlled by NHC and the Company shall have no legal or equitable interest
      therein. NHC will furnish the Company a regular accounting of the reserve
      account on or about the 15 th day of
      each month, for the preceding month, beginning no later than 90 days following
      the initial closing date of May 14, 2005.





*Health
      Care Reserve:*





Health
      care reserves are all of the factored receivables returned to the Company that
      will be owned, maintained, managed and controlled by MIT. Due to insurance
      adjustments and final settlement of these receivables, the Company views these
      accounts as collectible over an extended period of time.





6.
            Revenue
                Recognition





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


F-11


MIT
        HOLDING, INC.


**NOTES
      TO FINANCIAL STATEMENTS**





December
      31, 2007




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


7.
                Advertising
                    Cost





Advertising
      cost is expensed as incurred. Advertising expense totaled $ 164,339 for the
      year
      ended December 31, 2007 and $78,630 for the year ended December 31,
      2006.





8.
                Recent
                    Accounting
                    Pronouncements





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





In
      March
      2006, the Financial Accounting Standards Board issued Statement of Financial
      Accounting Standards No. 156, “Accounting for Servicing of Financial Assets” -
      an amendment to FASB SFAS  No. 140. Statement 156 requires that an entity
      recognize a servicing asset or servicing liability each time it undertakes
      an
      obligation to service a financial asset by entering into a service contract
      under certain situations. The new standard is effective for fiscal years
      beginning after September 15, 2006. The adoption of SFAS No.156 did not have
      a
      material impact on the Company's financial position and results of
      operations.





In
      July
      2006, the Financial Accounting Standards Board issued Interpretation No. 48,
      “Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement
      No. 109”. This interpretation clarifies the accounting for uncertainty in income
      taxes recognized in a company’s financial statements and establishes guidelines
      for recognition and measurement of a tax position taken or expected to be taken
      in a tax return. We have adopted this statement which became effective on
      January 1, 2007.   The Company has not made any adjustments as a
      result of the adoption of this interpretation.





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





F-12





MIT
      HOLDING, INC.





**NOTES
      TO FINANCIAL STATEMENTS**





December
      31, 2007




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




8.
                Recent
                    Accounting Pronouncements
                    (continued)





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





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





F-13





MIT
      HOLDING, INC.





**NOTES
      TO FINANCIAL STATEMENTS**





December
      31, 2007


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




8.
                Recent
                    Accounting Pronouncements
                    (continued)





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





9.
                Estimates





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


F-14


MIT
        HOLDING, INC.


**NOTES
      TO FINANCIAL STATEMENTS**


December
      31, 2007





**NOTE
      B—GOING CONCERN**





There
      can
      be no assurance that sufficient funds required during the next year or
      thereafter will be generated from operations or that funds will be available
      from external sources such as debt or equity financings or other potential
      sources. Although
      we had revenues of $ 12,680,741 in 2007 and had receivables of $ 3,082,915
      as of
      December 31, 2007, our inability to achieve sufficient collections on our
      revenues has created a liquidity challenge that raises doubt about our ability
      to continue as a going concern. The auditor’s opinion which accompanies our
      financial statements is qualified as to our ability to continue as a going
      concern. The
      lack
      of additional capital resulting from the inability to generate cash flow from
      operations or to raise capital from external sources would force the Company
      to
      substantially curtail or cease operations and would, therefore, have a material
      adverse effect on its business. Furthermore, there can be no assurance that
      any
      such required funds, if available, will be available on attractive terms or
      that
      they will not have a significant dilutive effect on the Company’s existing
      stockholders. (See Note-G)





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





**NOTE
      C – SHORT-TERM AND LONG-TERM DEBT OBLIGATIONS** **





The
      Company’s short-term and long-term debt at December 31, 2007 are as follows:


Current
              
              Long-term
              
              TotalThe
                  Coastal Bank-credit line
              
              $
              277,750
              
              
              0
              
              $
              277,750The
                  Coastal Bank-installments
              
              
              34,987
              
              
              75,615
              
              
              110,602NHC
                  Note
              
              
              999,161
              
              
              0
              
              
              999,161Legal
                  fees note
              
              
              175,000
              
              
              0
              
              
              175,000Total
              
              $
              1,486,898
              
              
              75,615
              
              $
              1,562,513
  The
        Coastal Bank notes consist of five notes with principal balances of $54,806,
        $39,051, $15,642, $1,103, and $277,500 at December 31, 2007. All notes are
        secured by all business assets of the Company with interest rates from 5%
        to 7%.
 F-15


MIT
        HOLDING, INC.


**NOTES
      TO FINANCIAL STATEMENTS**




December
      31, 2007





**NOTE
      D – RELATED PARTY TRANSACTIONS**




In
      January 2007, the Company issued 6,000,000 shares of Common Stock to Mr. Parker
      in consideration for services rendered to MIT, including the 2007 Private
      Placement and Merger.




The
      Company and Mr. Parker have entered into an employment agreement for a term
      of
      five years commencing June 2006. The employment agreement provides for a base
      salary of $250,000 (exclusive of housing and expense allowances), with bonuses
      to be determined annually by the Board of Directors.





**NOTE
      E – OPERATING SEGMENTS**





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





·
            Medical
                Infusion Technologies-“MIT”


·
            MIT
                Wholesale-“Wholesale”


·
            Medical
                Infusion Tech,DME-“DME”


·
            MIT
                Ambulatory Care Center-“Ambulatory
                Care”




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





“Wholesale”
      primarily aims at a network of hard to find pharmaceuticals. It concentrates
      in
      sales on rare products in the pharmaceutical industry.





“DME”
      carries the gamut of durable medical equipment and supplies.





“Ambulatory
      Care” administers the intravenous therapies to patients.





F-16
 
  MIT
        HOLDING, INC.





**NOTES
      TO FINANCIAL STATEMENTS**





December
      31, 2007





**NOTE
      E – OPERATING SEGMENTS (continued)**




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


MedicalInfusion
              
              Wholesale/
              
              Ambulatoryand
                  MIT
              
              International
              
              Care
              
              DME
              
              Eliminations
              
              Combined**2007**Revenue
              
              $
              2,366,181
              
              $
              6,231,327
              
              $
              3,295,345
              
              $
              787,888
              
              
              
              
              $
              12,680,741Interest
                  expense
              
              
              298,344
              
              
              0
              
              
              0
              
              
              0
              
              
              
              
              
              298,344Depreciation
                  & amortization
              
              
              44,444
              
              
              0
              
              
              0
              
              
              0
              
              
              
              
              
              44,444**2006**Revenue
              
              $
              2,258,400
              
              $
              8,845,480
              
              $
              1,373,481
              
              $
              615,345
              
              
              
              
              $
              13,092,706Intersegment
                  sales
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (112,487
              )
              
              (112,487
              )Net
                  revenue
              
              
              2,258,400
              
              
              8,845,480
              
              
              1,373,481
              
              
              615,345
              
              
              (112,487
              )
              
              12,980,219Interest
                  expense
              
              
              93,869
              
              
              0
              
              
              0
              
              
              0
              
              
              
              
              
              93,869Depreciation
                  & amortization
              
              
              28,755
              
              
              0
              
              
              0
              
              
              0
              
              
              
              
              
              28,755




F-17


MIT
        HOLDING, INC.
  **NOTES
        TO FINANCIAL STATEMENTS**
 December
        31, 2007




**NOTE
      F– NON-COMPETE PROVISION (RESTRICTIVE COVENANT)**





On
      May
      10, 2005, the Company entered into two non-compete agreements with Arlene
      Wilhelm and Dexter Truax. These agreements were amended as of December 20,
      2006
      as follows:





Pursuant
      to the initial agreement, Arlene Wilhelm and Dexter Truax were granted an equity
      ownership in MIT Holdings, Inc., a Nevada Corporation with offices at 37 West
      Fairmont Avenue, Suite 202, Savannah, Georgia, equivalent to five per cent
      of
      the outstanding common stock of MIT. In addition, when the Company completed
      its
      plan to become publicly traded, Arlene Wilhelm was to receive additional
      compensation of five hundred thousand dollars and Dexter Truax will receive
      two
      hundred thousand dollars payable on a structured installment through the year
      2008 of MIT receiving its net proceeds of the public offering.





The
      above
      amendments on December 20, 2006, to the employment agreements dated May 10,
      2005, constitute the repurchase of common stock from Dexter Truax and Arlene
      Wilhelm of 20,000 common shares of the Company and the re-issuance of 1,050,000
      shares of common stock of the Company, respectively.





On
      June
      7, 2007, the Company and Ms. Wilhelm executed another amendment to her
      employment agreement which provides that, the Company will issue her 312,500
      shares of common stock of the Company, and on May 10, 2010, cash or common
      stock, at the option of the Company, equal to the amount, if any, by which
      $625,000 exceeds the sum of (i) the market value of these 312,500 shares issued
      to Ms. Wilhelm on June 7, 2007 which she holds on May 10, 2010, and (ii) the
      amount of proceeds, if any, she received upon the sale of any of the 312,500
      shares. Market value of the shares is to be determined at the discretion of
      the
      Compensation Committee of the Board of Directors, if any, and should a
      Compensation Committee not exist, by the Board of Directors.





**NOTE
      G – COMMITMENTS AND CONTINGENCIES**





The
      following is a description of the Company’s contingent commitments at December
      31, 2007:





On
      April
      4, 2008, we received a letter from Northern indicating that Northern considered
      MIT in default of its obligations under the credit agreement, and declaring
      all
      amounts under the credit agreement due and payable in full immediately.
      Subsequent to this letter, we received oral assurances from Northern that they
      would continue to fund MIT for an additional 60 days from April 4. We can make
      no assurances that Northern will continue to fund MIT for that period, no
      assurances we will be able to pay Northern at the end of that period, and no
      assurances that we will be able to find alternate funding on terms favorable
      to
      the Company or at all.





F-18




MIT
      HOLDING, INC.




**NOTES
      TO FINANCIAL STATEMENTS**





December
      31, 2007




**NOTE
      G – COMMITMENTS AND CONTINGENCIES (continued)**





As
      of
      December 31, 2005, we were engaged in litigation relating to a financial
      consulting agreement. Effective April 17, 2006, the parties entered into a
      settlement agreement pursuant to which we agreed to pay $750,000. We paid an
      aggregate of $225,000 though May 2006 and in July 2006, we commenced monthly
      payment of $15,000, which will continue through October 1, 2007. The remaining
      balance of $375,000 is due October 17, 2007. The total consideration of $750,000
      was expensed in the year 2005. As of December 31, 2006, the Company had a
      balance due of $610,000 and $375,000 as of September 30, 2007. In October and
      November 2007, the Company paid $275,000, leaving a balance of
      $101,209.





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





·
            The
                lease on the facility located at 115B Echols St., Savannah, GA was
                entered
                into January 1, 2007 and expires January 1, 2009. The rent is $3800
                per
                month. This lease is personally guaranteed by William C. Parker,
                Chairman
                of the Board.





·
            MIT
                leases two suites in the facility located at 37 W. Fairmont Avenue,
                Savannah, GA. The leases for Suites 202 and 204 each commenced November
                1,
                2004, for a term of 36 months. The monthly rent on Suite 202 is $1360,
                and
                the monthly rent on Suite 204 is $1123. This lease is personally
                guaranteed by William C. Parker.





·
            The
                lease on the facility located at 393 EH Court, Brunswick, GA was
                entered
                into in April 2006, for a term of 24 months. Monthly rent for the
                initial
                12 months was $1500, and for the next 12 months is $1545. This lease
                is
                guaranteed by William C. Parker. This lease was terminated in January
                2008
                with the closing of the Brunswick location.




F-19


MIT
      HOLDING, INC.




**NOTES
      TO FINANCIAL STATEMENTS**




December
      31, 2007





**NOTE
      G – COMMITMENTS AND CONTINGENCIES (continued)**




***Stock-Based
      Compensation Plan:***





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





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





**NOTE
      H- MINORITY INTEREST IN FOREIGN CORPORATION**




On
      December 20, 2007 we entered into a business development and consulting
      agreement with Miura Enterprises, S.A. (“Miura”) of the Dominican Republic
      whereby we exchanged the account receivable from our Dominican customer for
      an
      18% equity ownership in Miura. One of Miura’s tasks is to assist the Company in
      the collection of this account receivable. We will receive up to 80% of the
      amount collected. As of December 31, 2007, we have valued the account receivable
      and our equity interest in Miura at $1,933,200. The original accounts receivable
      was in the amount of $2,416,500.




**NOTE
      I – SUBSEQUENT EVENTS**





Subsequent
      to the date of our financial statements, several litigation cases are in the
      process aggregating $304,000. The Company believes these will be settled with
      no
      material impact.





F-20






**Item
      8. Changes In And Disagreements With Accountants And Accounting And Financial
      Disclosure**




On
      May 2,
      2007, the Company engaged Drakeford & Drakeford, LLC and the Company’s
      former independent accountants, Malone & Bailey, P.C. were dismissed as
      independent accounts of the Company. The change of independent accountants
      was
      approved by the Board of Directors of the Company.





The
      former independent accountant’s reports on the Company’s financial statements
      for the last two fiscal years did not contain any adverse opinions or disclaimer
      opinion, nor were the reports qualified or modified as to uncertainty, audit
      scope or accounting principles. Furthermore, the accountant’s reports did not
      include any disclosure of uncertainty regarding the Company’s ability to
      continue as a going concern. **** During
      the Company’s last two fiscal years there were no disagreements between the
      Company and its former independent accountants on any matters relating to
      accounting principles or practices, financial statement disclosure, or auditing
      scope or procedure, which, if not resolved to the satisfaction of the former
      independent accountants, would have caused them to make reference to the subject
      matter of the disagreement in their report





**Item
      8A. Controls and Procedures.**





*Evaluation
      of Disclosure Controls and Procedures.* We have
      carried out 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 pursuant to Exchange Act Rule 13a-14. During that
      evaluation we discovered a problem with our medical billing and collection
      procedures, and we responded by implementing extensive controls over the
      billing, reporting and monitoring of the billing process and procedures. Taking
      these new controls into account, our Chief Executive Officer and Chief Financial
      Officer have concluded that our disclosure controls and procedures are effective
      in timely alerting them to material information relating to the Company
      (including our subsidiary) required to be included in our periodic Securities
      and Exchange Commission filings. No significant changes were made in our
      internal controls or in other factors that could significantly affect these
      controls subsequent to the date of their evaluation.





*Management’s
      Report on Internal Control Over Financial Reporting* .
      Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting. Internal control over financial reporting
      is
      defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act
      as a
      process designated by, or under the supervision of, our principal executive
      and
      principal financial officers and effected by our board of directors, management
      and other personnel, 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 and
      includes those policies and procedures that:


·
            Pertain
                to the maintenance of records that in reasonable detail accurately
                and
                fairly reflect the transactions and disposition of our
                assets;


·
            Provide
                reasonable assurance that transactions are recorded as necessary
                to permit
                preparation of financial statements in accordance with generally
                accepted
                accounting principles, and that our receipts and expenditures are
                being
                made only in accordance with authorizations of our management and
                directors; and


·
            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. Therefore, even those systems
      determined to be effective can provide only reasonable assurance with respect
      to
      financial statement preparation and presentation. 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.




26




Our management assessed the effectiveness of our internal control over financial
      reporting as of December 31, 2007. In making this assessment, management used
      the criteria set forth by the Committee of Sponsoring Organizations of the
      Treadway Commission (COSO) in Internal Control – Integrated
      Framework.




Based
      on our assessment, management believes that, as of December 31, 2007, our
      internal control over financial reporting is effective based on those
      criteria.




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 permit us to provide only management’s report in this annual
      report.




*Changes
      in Internal Control Over Financial Reporting.* During
      the fourth quarter of 2007 we re-examined our internal controls and procedures
      as they relate to medical billings and collections and implemented extensive
      controls for the billing, reporting and monitoring of the billing process and
      procedures. There were no other changes in our internal control over financial
      reporting that occurred during the period covered by this Report that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over-financial reporting.




**Item
        8B. Other Information**
 
 **None.**


27


**Item
      9. Directors And Executive Officers Of The Registrant.** ****





As
                of March 30, 2008, our executive officers and directors
                are:




**NAME**
            
            **AGE**
            
            **POSITION
                WITH COMPANY**William
                C. Parker
            
            52
            
            President,
                CEO, & Chairman of the Board of DirectorsJohn
                Sabia
            
            55
            
            Secretary,
                Controller & DirectorBrinson
                Clements
            
            51
            
            Vice-President
                of Administration, DirectorArlene
                Wilhelm
            
            51
            
            Chief
                Operating OfficerSteven
                W. Schuster
            
            53
            
            DirectorThomas
                Duncan
            
            53
            
            DirectorJames
                F. Bagwell
            
            61
            
            DirectorRobert
                Rubin
            
            66
            
            Director




**William
      C. Parker**





Mr.
      Parker has served as President, Chief Executive Officer and Chairman of the
      Board of Directors of MIT since May 2007, and he has served as President, Chief
      Executive Officer, and founding member each of MIT’s operating subsidiaries
      since the inception of each. Mr. Parker attended Armstrong State University
      in
      Savannah, Georgia and graduated from the American Banking Institute, in
      Savannah.





**John
      A. Sabia**





Mr.
      Sabia
      has served as Director, Secretary and Chief Financial Officer of MIT since
      May
      2007 and he has held identical positions at in each of MIT’s operating
      subsidiaries since February 2006. Mr. Sabia is responsible for the operations
      of
      the billing and accounting departments of MIT. As an ordained minister, in
      2002,
      he became a corporate officer for The Sanctuary of Savannah, Inc. and assumed
      the responsibilities as administrator and financial officer of the church until
      February 2006. He began working with the church in February 1997 as one of
      the
      ministers and directors for its homeless mission, Old Savannah City Mission
      and
      he served five years as executive director and administrator for the mission.
      Mr. Sabia has over 22 years of experience in law enforcement in the Police
      Department of Hialeah, Florida. Mr. Sabia holds his B.A degree from Biscayne
      College in Miami, Florida and a MS in Public Administration from St. Thomas
      University in Miami, Florida.





**Arlene
      O. Wilhelm, RN**





Ms.
      Wilhelm has been the Chief Operating Officer of the Company since May 2007.
      She
      is a founder of Medical Infusion Group, Inc. and has been its Chief Operating
      Officer since its formation in 2006. She has served as Vice President of
      Clinical Services of Infusion for over 15 years, where she is responsible for
      directing medical operations. Ms. Wilhelm served as a member of the Board of
      Directors of Infusion from 1991 through 2006. Ms. Wilhelm has over 17 years
      experience as a Registered Professional Nurse. She attained her RN from
      Armstrong Atlantic University in Savannah, Georgia, and is a Certified Surgical
      Technologist, a Certified Surgical Assistant and is certified for use of PICC
      catheters.


28


**Brinson
      Clements**





Mr.
      Clements is a director and Vice President of Administration since May 2007.
      Mr.
      Clements joined MIT in November 2005, taking on positions as the Director of
      Human Resources and Liaison for Web Development, as well as consultant on
      various projects. Mr. Clements comes to MIT with over 30 years experience in
      the
      retail furniture business, where he was the General Manager, Secretary and
      Treasurer of J.C. Clements Furniture Inc. from 1977 through 2004. Mr. Clements
      has been the owner and operator of Clements Furniture, LLC since October 2004.
      Mr. Clements holds a BBA in Finance from Armstrong State College, in Savannah,
      Georgia.





**Steven
      W. Schuster, Esq.**





Mr.
      Schuster became a member of the Board of Directors of MIT in May 2007, and
      joined the board of directors of Medical Infusion Group in 2006.
      Mr. Schuster has been engaged in the practice of corporate law for over
      25 years and is co-chair of McLaughlin & Stern LLP’s
      corporate and securities department, where he has worked since 1995. Since
      1997,
      he has served as a member of the Board of Directors of Tower Group, Inc., a
      publicly traded holding company whose subsidiaries are providers of insurance.
      Mr. Schuster received his B.A. from Harvard University in 1976 and his J.D.
      from New York University in 1980.





**Thomas
      J. Duncan**





Mr.
      Duncan became a member of the Board of Directors of MIT in May 2007, and joined
      the board of directors of Medical Infusion Group in September 2006. Mr. Duncan
      is employed with Southeast Vending, LLC, where he has been President since
      2001,
      and he is its sole member. He has been President of Southeast Lumber and
      Construction, Inc. since 2001, and Secretary and Treasurer of both Custom
      Locators, Inc. and Auto Locators, Inc., since 2000 and 2004, respectively.
      Mr.
      Duncan maintains controlling interests in each entity. Since 2005, Mr. Duncan
      has been a member of the Board of Directors of CNB BanCorp Inc., the holding
      company for Citizens National Bank, a national commercial bank based in Windsor
      Virginia. Mr. Duncan graduated from the University of Georgia in 1976 with
      a BBA
      in Accounting.





**James
      F. Bagwell**





Mr.
      Bagwell became a member of the Board of Directors of MIT in May 2007, and joined
      the board of directors of Medical Infusion Group in September 2006. Mr. Bagwell
      has worked as a contract consultant for ABBA Corporation since July 2006. He
      was
      a partner in Global Service Group, Inc. from June 1998 through July 2006. Mr.
      Bagwell has been a business executive and entrepreneur for over 38 years. He
      has
      been involved in the formation of many new companies, and in management and
      finance in industries including retail, wholesale, manufacturing, real estate,
      mining, farming, medical, and charitable groups. He is a director of American
      Bonanza Gold Corporation, which is listed on the Toronto Stock Exchange. Mr.
      Bagwell holds a B.Sc. degree in Economics and Business Administration from
      Newberry College.





**Robert
      Rubin**





Robert
      Rubin became a member of the Board of Directors in April 2007. He has served
      as
      the Chairman of the Board of Directors of Solar Thin Films, Inc. f/k/a American
      United Global Inc, since May 1991, and was the Chief Executive Officer from
      May
      1991 to January 1, 1994. Between October 1990 and January 1, 1994, Mr. Rubin
      served as the Chairman of the Board and Chief Executive Officer of the company
      and its subsidiaries; from January 1, 1994 to January 19, 1996, he served only
      as Chairman of the Board of the company and its subsidiaries. From January
      19,
      1996 to the present, Mr. Rubin served as Chairman of the Board, President and
      Chief Executive Officer. Mr. Rubin was the founder, President, Chief Executive
      Officer and a Director of Superior Care, Inc. ("SCI") from its inception in
      1976
      until May 1986, when the business was sold to Olsten Corporation (NYSE). Mr.
      Rubin continued as a director of SCI until the latter part of 1987. Mr. Rubin
      is
      also a Director of Western Power and Equipment Corp. Mr. Rubin was a director
      of
      Med-Emerg, Inc., a publicly held Canadian management company for hospital
      emergency rooms and outpatient facilities until November 2001. Mr. Rubin was
      also a director of StyleSite Marketing, Inc., which liquidated its assets for
      the benefit of secured creditors in January 2000.





29




**Audit
      Committee and Financial Experts**




Our
      audit
      committee consists of Mr. Duncan, who is an independent member of our Board
      of
      Directors, Mr. Bagwell and Mr. Schuster. The functions of our audit committee
      include things such as: recommending an independent registered public accounting
      firm to audit the annual financial statements; reviewing the independent
      registered public accounting firm’s independence, the financial statements and
      their audit report; and reviewing management's administration of the system
      of
      internal accounting controls. We do not currently have a written audit committee
      charter or similar document.




**Compensation
      Committee**





Our
      compensation committee consists of Mr. Bagwell, Mr. Schuster, Mr. Rubin, and
      Mr.
      Sabia. The compensation committee reviews and sets the compensation of our
      executive officers and directors. We do not currently have a written
      compensation committee charter or similar document.





**Code
      of Ethics**




The
      company has not yet adopted a code of ethics. The company is reviewing a code
      of
      ethics as part of its reorganization following the Merger. The code of ethics
      is
      reasonably designed to deter wrongdoing and promote honest and ethical conduct;
      provide full, fair, accurate, timely and understandable disclosure in public
      reports; comply with applicable laws; ensure prompt internal reporting of code
      violations; and provide accountability for adherence to the code.




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




Under
      Section 16(a) of the Exchange Act, all executive officers, directors, and each
      person who is the beneficial owner of more than 10% of the common stock of
      a
      company that files reports pursuant to Section 12 of the Exchange Act, are
      required to report the ownership of such common stock, options, and stock
      appreciation rights (other than certain cash-only rights) and any changes in
      that ownership with the Commission. Specific due dates for these reports have
      been established, and we are required to report, in this Form 10-KSB, any
      failure to comply therewith during the fiscal year ended December 2007. We
      believe that the following persons failed to satisfy the filing requirements
      of
      Section 16(a):





1.
            Mr.
                Robert Rubin, Director - no Form 3 or 5 is on
                file


2.
            Mr.
                Thomas J. Duncan, Director - no Form 3 or 5 is on
                file


3.
            Mr.
                James Bagwell, Director - no Form 3 or 5 is on
                file





Mr.
      Parker, Mr. Schuster, Mr. Sabia, Ms. Wilhelm, and Mr. Clements each filed Forms
      5 and/or Schedule 13D, as appropriate, although filings were subsequent to
      the
      respective filing deadlines for each such disclosure.


30


**Item
      10. Executive Compensation**





The
      following table and discussion sets forth information with respect to all
      compensation earned by or paid by us to our President and Chief Executive
      Officer, William Parker, our Chief Financial Officer, John Sabia and our most
      highly compensated executive officers other than the CEO and CFO, for all
      services rendered in all capacities to us for each of the last two (2) fiscal
      years. No disclosure has been made for any executive officer whose total annual
      salary and bonus does not exceed $100,000.





**Name
                andPrincipal Position**
              **(a)**
            
            **Year**
              **(b)**
            
            **Salary**
              **($)**
              **(c)**
            
            **Bonus**
              **($)**
              **(d)**
            
            **StockAwards**
              **($)**
              **(e)**
            
            **Options**
              **Awards**
              **($)**
              **(f)**
            
            **Non-**
              **equity**
              **incentive**
              **plan**
              **compens**
              **ation**
              **($)**
              **(g)**
            
            **Change in**
              **pension value**
              **and**
              **nonqualified**
              **deferred**
              **compensation**
              **earnings**
              **($)**
              **(h)**
            
            **ALL OTHER**
              **COMPENSATION**
              **($)**
              **(i)**
            
            **Total**
              **($)**
              **(j)**William
                C. Parker
              CEO
                & President
            
            
            2007
              2006
            
            
            204,600
              200,378
            
            
            —
              —
            
            
            —
              —
            
            
            —
              —
            
            
            —
              —
            
            
            —
              —
            
            
            91,848
              124,830
            
            
            296,448
              325,208Arlene
                Wilhelm
              COO
            
            
            2007
              2006
            
            
            141,586
              127,433
            
            
            —
              —
            
            
            —
              —
            
            
            —
              —
            
            
            —
              —
            
            
            —
              —
            
            
            20,988
              26,808
            
            
            162,844
              154,241Brinson
                Clements
              VP –
                Admin.
            
            
            2007
              2006
            
            
            126,431
              111,941
            
            
            —
              —
            
            
            —
              —
            
            
            —
              —
            
            
            —
              —
            
            
            —
              —
            
            
            1,431
              600
            
            
            127,862
              112,541Howard
                Shindell
            
            
            2007
              2006
            
            
            162,440
              49,000
            
            
            —
              —
            
            
            —
              —
            
            
            —
              —
            
            
            —
              —
            
            
            —
              —
            
            
            140,680
              88,000
            
            
            233,949
              137,000





**Employment
      Agreements**




MIT
      and
      Mr. Parker have entered into an employment agreement for a term of five years
      commencing June 2006. The employment agreement provides for a base salary of
      $250,000 (exclusive of housing and expense allowances), with bonuses to be
      determined annually by the Board of Directors.





In
      May
      2005, Arlene Wilhelm, MIT’s Chief Operating Officer, and MIT entered into an
      employment agreement and stock purchase agreement. Under the agreements, Ms.
      Wilhelm agreed to sell all of her shares of stock of Infusion and Ambulatory
      for
      $1,200,000, with $100,000 payable upon execution and $1,100,000 payable upon
      the
      earlier of April 15, 2006 or the closing of MIT’s merger with a public company.
      Under the employment agreement, Ms. Wilhelm receives a salary of $108,000 per
      year for five years, with an eight percent annual cost of living adjustment,
      and
      an expense account of $18,000 per year. MIT also agreed to issue Ms. Wilhelm
      shares of common stock following its merger with a public company, which shares
      would have an aggregate value of $625,000 over the term of her agreement. In
      April 2006, MIT and Ms. Wilhelm executed an amendment to the agreement which
      provided for the issuance of 1,050,000 shares of Common Stock of MIT to Ms.
      Wilhelm and an additional deferred purchase price of $500,000. In December
      2006,
      MIT and Ms. Wilhelm executed an amendment to the agreement which provided that
      the $500,000 payable on a deferred basis is payable as follows: (i) one hundred
      thousand dollars ($100,000) on July 1, 2007, (ii) three hundred thousand dollars
      ($300,000) on January 2, 2008, and (iii) and one hundred thousand dollars
      ($100,000) on July 1, 2008. On June 7, 2007, MIT and Ms. Wilhelm executed
      another amendment to her employment agreement which provided that, MIT issue
      Ms.
      Wilhelm 312,500 shares of common stock of the Company on June 7, 2007, and,
      on
      May 10, 2010, cash or common stock, at the option of the Company, equal to
      the
      amount, if any, by which $625,000 exceeds the sum of (i) the market value of
      those 312,500 shares issued to Wilhelm on June 7, 2007 which she holds on May
      10, 2010, and (ii) the amount of proceeds, if any, Wilhelm received upon the
      sale of any of the 312,500 shares. Market value of the shares is to be
      determined at the discretion of the Compensation Committee of the Board of
      Directors, if any, and should a Compensation Committee not exist, by the Board
      of Directors, effective as of May 10, 2010.




31




**Director
      Compensation**




Contemporaneously
      with the Merger on May 2, 2007 and pursuant to its terms, the Board ratified
      the
      following issuances, each of which had been previously approved by the Board
      of
      Medical Infusion Group, Inc. on March 19, 2007: (i) options to purchase 100,000
      shares of common stock of MIT at an exercise price of $0.50 per share, which
      options vest on May 2, 2008, provided the Director remains a Director of the
      Company; (ii) common stock with a market value of $10,000 per year as of April
      1
      of each year that the non-management Director remains a Director, provided,
      that
      such shares shall vest in the non-management Directors on the one year
      anniversary of their issuance; and (iii) the payment to each non-management
      Director a fee of $15,000 cash per year for each year that each such Director
      serves as a Director, with the fee payable quarterly in arrears commencing
      June
      30, 2007, and a fee of $1,000 for each meeting of the Board of Directors and
      each meeting of a Committee of the Board of Directors attended by such Director.
      As of April 1, 2008, the Company has not paid the non-management Directors
      their
      fees for the period July 1, 2007 through March 31, 2008. On May 2, 2007, the
      Company’s Board of Directors authorized the issuance of options to John Sabia
      and Brinson Clements to purchase 100,000 shares of common stock of MIT at an
      exercise price of $0.50 per share, which options vest on May 2, 2008, provided
      the Director remains a Director of the Company. Each of the foregoing grants
      to
      the non-management Directors was made pursuant to the Corporation’s 2006 Stock
      Incentive Plan.


32


**Item
      11.**  **SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**




The
      table
      below shows the amount of our common stock beneficially owned as of April 11,
      2008 by each of our directors and officers, all executive officers and directors
      as a group, and each person whom we believe beneficially owns more than 5%
      of
      our outstanding voting stock. As of April 11, 2008 there were 48,744,634 shares
      of  common
      stock of the Company issued and outstanding.




**Name**
            
            **Amount and Nature of Beneficial Ownership**
              **of Common Shares**
            
            **Percent of Class**
              (1)William
                C. Parker (1)
            
            
            27,595,760
            
            
            56.61Arlene
                Wilhelm
            
            
            1,375,000
            
            
            2.82John
                Sabia (2)
            
            
            0
            
            
            *Brinson
                Clements
            
            
            0
            
            
            *Steven
                W. Schuster (2)(3)
            
            
            520,000
            
            
            1.07Thomas
                Duncan (2)(3)
            
            
            20,000
            
            
            *James
                F. Bagwell (2)(3)
            
            
            20,000
            
            
            *Robert
                Rubin (2)(3)(4)
            
            
            20,000
            
            
            *Meyers
                Associates, LP (5)
            
            
            3,475,000
            
            
            7.13All
                Executive Officers and Directors as a Group (8 persons)(3)
            
            
            29,570,760
            
            
            60.67
            %




*
        Less
        than 1%




(1)
            Includes
                6,000,000 shares of common stock owned of record by certain advisors.
                Mr.
                Parker has an irrevocable proxy to vote these 6,000,000 shares until
                April
                30, 2009.





(2)
            Excludes
                options to purchase 100,000 shares of common stock of MIT, which
                options
                vest on May 2, 2008 provided the director remains a director of the
                company.





(3)
            20,000
                shares were issued on May 2, 2007 to each of Messrs. Schuster, Duncan,
                Rubin and Bagwell as outside directors of the Company. The shares
                vest on
                the one-year anniversary of their issuance provided the holder remains
                a
                director





(4)
            Excludes
                1,148,668 shares of common stock, warrants to purchase 173,020 shares
                of
                common stock and Series A Preferred Stock convertible into 173,020
                shares
                of common stock by the Rubin Family Irrevocable Stock Trust, over
                which
                Mr. Rubin disclaims beneficial ownership.





(5)
            Includes
                935,000 shares of common stock and an option to purchase up to 635
                units,
                each unit consisting of one share of Series A Preferred Stock and
                one
                Warrant to purchase 2,000 shares of common stock, at a purchase price
                of
                $1,000 per unit. Meyers Associates L.P. disclaims beneficial ownership
                of
                980,000 shares of common stock owned by Bruce Meyers, an affiliate
                of
                Meyers Associates L.P.


33


**Item
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**




We
      believe that all prior related party transactions have been entered into upon
      terms no less favorable to us than those that could be obtained from
      unaffiliated third parties. Our reasonable belief of fair value is based upon
      proximate similar transactions with third parties or attempts to obtain the
      consideration from third parties. All ongoing and future transactions with
      such
      persons, including any loans or compensation to such persons, will be approved
      by a majority of disinterested members of the Board of Directors.




In
      January 2007, MIT issued 6,000,000 shares of Common Stock to Mr. Parker in
      consideration for services rendered to MIT, including the 2007 Private Placement
      and Merger.


34


**Item
      13. EXHIBITS.**





**EXHIBITS**





Exhibits:





2.1
            
            Agreement
                and Plan of Merger, dated as of May 2, 2007, by and among MIT Holding,
                Inc. and Convention All Holdings, Inc.(1)3.1
            
            Certificate
                of Incorporation, as amended(2)3.2
            
            Bylaws(1)4.1
            
            Certificate
                of Designations, Rights and Preferences of Series A Preferred Stock
                of MIT
                Holding Inc.(1)4.2
            
            Form
                of warrant of MIT Holding Inc. issued in the Private Placement(1)4.3
            
            Registration
                Rights Agreement issued to investors in the Private Placement(1)4.4
            
            Registration
                Rights Agreement issued to investors in November 2006 Bridge
                Loan(1)4.5
            
            Promissory
                Note issued to Northern Healthcare Capital(1)10.1
            
            Credit
                and Security Agreement between MIT and Northern Healthcare Capital,
                dated
                April 2007(1)10.2
            
            Unit
                Purchase Option dated May 2, 2007(1)10.3
            
            Employment
                Agreement of William C. Parker dated as of June 30, 2006(1)10.4
            
            Employment
                Agreement of Arlene Wilhelm, dated December 2006, as amended(2)10.5
            
            Employment
                Agreement of Dexter Truax, dated December 2006, as amended(1)10.6
            
            Real
                Property Lease: 115B Echols St, Savannah(1)10.7
            
            Real
                Property Lease & Guaranty: 37 W. Fairmont Ave., Suite 202,
                Savannah(1)10.8
            
            Real
                Property Lease & Guaranty: 37 W. Fairmont Ave., Suite 204,
                Savannah(1)10.9
            
            Real
                Property Lease & Guaranty: 393 EH Court, Brunswick(1)10.10
            
            MIT's
                2006 Stock Incentive Plan(1)10.11
            
            2007
                Stock Incentive Plan(2)10.12
            
            Agreement
                with MIURA Enterprises, dated December 20, 200721.1
            
            List
                of subsidiaries of MIT31.1
            
            Certification
                of the Chief Executive Officer pursuant to Rule
                13a-14(a)31.2
            
            Certification
                of the Principal Financial Officer pursuant to Rule
                15d-14(a)32.2
            
            Certification
                of the Chief Executive Officer and the Principal Financial Officer
                pursuant to 18 U.S.C. 1350





(1)
            This
                Exhibit is filed as an Exhibit to the Form 8-K filed by the Company
                with
                the Securities Exchange Commission on May 8, 2007, and incorporated
                herein
                by reference.


(2)
            This
                Exhibit is filed as an Exhibit to the Form SB-2 filed by the Company
                with
                the Securities Exchange Commission on July 5, 2007, and incorporated
                herein by reference





35




**Item
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**   For
        2007,
        the Company was billed $55,000 for audit fees and no other accounting fees
        by
        the principal accountant for the audit. For 2006, the Company was billed
        $49,000
        for audit fees and no other accounting fees by the principal accountant for
        the
        audit. The audit committee approved the engagement of the independent accountant
        for all services rendered in 2007. The Company was privately held when the
        independent accountant was engaged for 2006 and no audit committee existed
        at that time.


36




**Signatures**






In
      accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused
      this annual report on From 10-KSB for the year ended December 31, 2007 to be
      signed on its behalf by the undersigned, thereunto duly authorized.




MIT
                Holding, Inc.By:
            /s/William
                C. ParkerWilliam
                C. Parker, Chief Executive Officer




Date:
      April 12, 2008




Signature
            
            Title
            
            Date/s/William
                C. Parker
            
            President,
                Chief Executive Officer,William
                C. Parker
            
            Chairman
                & Director
            
            April
                12, 2008/s
                John A. Sabia
            
            Controller
                (the Principal FinancialJohn
                A. Sabia
            
            Officer)
                & Director
            
            April
                12, 2008/s/Brinson
                Clements
            
            DirectorBrinson
                Clements
            
            
            
            April
                12, 2008/s/Thomas
                Duncan
            
            DirectorThomas
                Duncan
            
            
            
            April
                12, 2008/s/Steven
                W. Schuster
            
            DirectorSteven
                W. Schuster
            
            
            
            April
                14, 2008/s/James
                F. Bagwell
            
            DirectorJames
                F. Bagwell
            
            
            
            April
                12, 2008/s/Robert
                Rubin
            
            DirectorRobert
                Rubin
            
            
            
            April
                12, 2008




37