UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
  
 FORM
10-K
  
 x
                  Annual
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934For
      the fiscal year ended December 31,
2008
  Or
   ̈
                  Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934For
      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 a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes  ̈ No
x
 
 Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act  ̈
 
 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
 ̈
 
 Check if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendments to this Form 10-K.
 ̈
 
 Check
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company.
  Large
      Accelerated Filer
                 ̈
                Accelerated
      Filer
                 ̈Non-Accelerated
      Filer
                 ̈
                Smaller
      Reporting Company
                x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes  ̈ No
x
 
 State
issuer's revenues for its most recent fiscal year: $9,510,627,
 
 i
 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
7, 2009, the aggregate market value of the voting stock held by non-affiliates
was $ 715,666.08, based upon 17,891,652 shares held by non-affiliates, and the
average of the bid price and the asked price of $.04, per share.
 
 APPLICABLE
ONLY TO CORPORATE REGISTRANTS
 
 As of
April 7, 2009, 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-K (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 ̈Nox
  2
  Special
Note Regarding Forward-Looking Statements
 
 Certain
statements in this section, and elsewhere in this Annual Report on Form 10-K (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-K, 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.


3





MIT
Holding, Inc.





TABLE
OF CONTENTS





Item
                        
                        PagePart
      I1.
                        Description
      of Business
                        11A.
                        Risk
      Factors
                        92.
                        Description
      of Property
                        143.
                        Legal
      Proceedings
                        144.
                        Submission
      of Matters to a Vote of Security Holders
                        14Part
      II5.
                        Market
      for Common Equity and Related Stockholder
                        156.
                        Management’s
      Discussion and Analysis or Plan of Operation
                        167.
                        Financial
      Statements
                        24-448.
                        Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                        438A.
                        Controls
      and Procedures
                        438B.
                        Other
      Information
                        44Part
      III9.
                        Directors,
      Executive Officers, Promoters and Control Person; Compliance with Section
      16(a) of
                        44the
      Exchange Act10.
                        Executive
      Compensation
                        4711.
                        Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder
                        51Matters12.
                        Certain
      Relationships and Related Transactions
                        5213.
                        List
      of Exhibits
                        5314.
                        Principal
      Accountant Fees and Services
                        52OtherSignature
      Page
                        54




4





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.





Our
principal executive offices 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.





History




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




MIT
Holding, Inc. Merger 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. 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, 9,633,860 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”).





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 These are carried out through a full service compounding
pharmacy in Savannah, Georgia.





Strategy





MIT’s
strategy is to continue marketing efforts in the Savannah and surrounding areas
for its core clinical business in Infusion Technology, Ambulatory Care and
Durable Medical Equipment (DME).  While 2008 saw a decline in revenues
for domestic and international wholesale activity, the Infusion and Ambulatory
business lines enjoyed significant growth which MIT will continue to pursue in
2009. The demand for these services is created through local physicians,
hospitals and insurance companies and should continue to provide an array of
therapies for our pharmacy based clinic in Savannah. The Company is no longer
devoting substantial resources to the domestic and wholesale activity, but this
focus may change if market conditions and the Company’s financial condition
improve.





MIT
in 2008 expended substantial effort to obtain approvals and certification for
ProVectorTM, a proprietary product developed by Dr. Thomas M. Kollars, Jr. (“Dr.
Kollars”) in connection with Georgia Southern University Research & Services
Foundation, Inc (“GSURSF”).  This product could potentially eradicate
the spread of certain mosquito-borne infectious diseases including malaria,
dengue fever and West Nile virus. MIT intends to market ProVectorTM through
international distribution channels to developing nations.





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 a sponsored
program 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. Pursuant to the agreement, MIT and Georgia Southern funded research at
the university. 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.
Although the agreement with Georgia Southern terminated in August 2008,MIT has continued to been working with
Dr. Kollars and his team of experts to develop the ProVectorTM, and obtain
certification as to the efficacy of ProVectorTM.  This certification
was completed by GSURSF on November 27, 2008.  .  Dr.
Kollars has developed prototypes of the ProVector Bti flower that are being
tested as we develop a commercial bio-pesticide product.  The initial
product, ProVectorTMBti, will be only be available
internationally as necessary EPA approval for US use is in the early stage of
development and may take up to six months or more to achieve. The company has
registered with the EPA and received its registration number. The paperwork for
an EPA establishment number which will allow us to immediately market the
product for sale overseas has been applied for and is pending. MIT is in
discussion with potential distributor candidates but formal agreements are not
in place at this time. It is essential for us to develop agreements with
distributors overseas who already have established relationships with the
governments where the product is to be sold. MIT does not have the personnel,
the funds or time frame to set up its own distribution network to provide
ProVector to the world market.





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 ProVectorTM.  MIT is
in discussion with potential distribution candidates but formal agreements are
not in place at this time.





International
Wholesale Distribution





MIT had
sought to grow its wholesale distribution business in Latin America, the
Caribbean the countries comprising the former Soviet Union, and Israel. MIT
hoped to establish relationships with government agencies and distributors in
such countries in order to import pharmaceuticals.  MIT met with
modest results in developing relationships in this international markets and MIT
has abandoned for the near term further pursuit of this market





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 distributed a wide variety of
nationally known intravenous pharmaceuticals from pharmaceutical
producers.  MIT’s plans to distribute pharmaceuticals to institutions,
such as hospitals and nursing homes were curtailed in 2008.





IVIG is
the leading product distributed by the wholesale division, accounting for
$2,853,787 or approximately 79.70% of MIT’s wholesale sales in 2007, and
$408,121 or 64.7% in 2008, 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.


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 currently has no agreements or
understandings 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 2008 the three  major
distributors supplied approximately 90% of the Company’s purchasing needs with
the other 10% 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.





In 2008,
MIT began utilizing a procurement process commonly called “mail order”
supply.   This process provides drugs used in various therapies
directly to the patient and MIT’s involvement is to administer the drugs so
supplied to the patient.  This results in a reduction in revenue to
the company with a corresponding reduction in cost of sales.





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 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


4


MIT
offers patients the following services:





·
            Medication
      and supplies for administration and use at home or within our ambulatory
      infusion center;


·
            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, including
      IVIG





MIT’s
primary product lines are centered upon infusion therapy.  During
2008, approximately 46.9% of infusion therapy revenue came from home infusion
therapies and 53.1% from clinic infusion therapies. In 2008, IVIG and Synagis®
products accounted for approximately 20.1% 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.  All of MIT’s business in 2008 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, 2007 and December 31, 2008 respectively, approximately 36.5%
and 25.4% of our infusion pharmacy revenue came from government healthcare
programs such as Medicare and Medicaid. The amounts due from these programs
represented approximately 22.9% and 15.3% of our total accounts receivable,
respectively, as of December 31, 2007 and December 31, 2008.





MIT is
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. Doctors, 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.





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, 2008, MIT employed 31 persons on a full-time basis of which 9
were involved in administration, 18 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 $9,510,626 in 2008 and had receivables of $3,291,927 as of
December 31, 2008, 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 2008 to $9,510,626 from
$12,680,741in 2007. In addition, collection of medical receivables can be
delayed as they are submitted to insurance companies and government
agencies,.  Furthermore, we had no cash receipts from our
international sales in 2008. 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. On August 1, 2008, we received a term loan from Globank, Inc. in
the amount of $500,000 and used the proceeds to pay off our obligation to
Northern.





We rely on reimbursements from
Medicare and Medicaid.





For the
fiscal year ended December 31, 2008 19.7 %, 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 new products strategy is
unproven and risky.





Our
business strategy develop  the sales of ProVectorTM in the
international market Our ability to implement its plans will depend primarily on
the ability to attract distributors in targeted markets where malaria, dengue
fever or West Nile disease are present.  Development of a distribution
network throughout the world will determine our sales and growth rate for
Provector in 2009. MIT is in discussion with potential distribution candidates
but formal agreements are not in place at this time.  There can be no
assurance at this time as to when the distribution network will be in place to
generate sales for ProVectorTM


9


MIT has no
history with manufacture and distribution of ProvectorTM.




Distributing
ProVectorTM overseas is a heavily regulated endeavor, 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.  Revenues in 2007 declined to 12.6
million and in 2008, sales declined by $3.17 million to  $9.5
million.  This was a result of our
discontinuing  competition in this market due to decreasing demand for
wholesale products and diminishing margins and insufficient capital resources to
aggressively compete in this market




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.  On August 1, 2008, we received a term loan from
Globank, Inc. and used the funds to pay the remainder of our obligation to
Northern in the amount of $422k.





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.





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, 2007 and December 31, 2008, approximately 83.7% and 97.3% 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.


10


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 23% and 15.8% of MIT’s revenues for the years ended December
31, 2007 and December 31, 2008, 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.





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 productsthat 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.


11


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.





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.


12


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.




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.


13


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, 2010.  The rent is
      $4120 per month. This lease is personally guaranteed by William C. Parker,
      Chairman of the Board.


·
            MIT
      leases three suites in the facility located at 37 W. Fairmont Avenue,
      Savannah, GA.  The leases for Suites 202 and 204 each commenced
      November 1, 2008, for a term of 12 months.  The monthly rent on
      Suite 202 is $1360, and the monthly rent on Suite 204 is
      $1123.  The lease for Suite 206 is $1158 and has been added to
      the master lease. This lease is personally guaranteed by William C.
      Parker.





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





None.


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
                    
                    
                    Low2008:Quarter
      Ended March 31
                    
                    $
                    1.05
                    
                    
                    $
                    .80Quarter
      Ended June 30
                    
                    
                    .80
                    
                    
                    
                    .55Quarter
      Ended September 30
                    
                    
                    .55
                    
                    
                    
                    .28Quarter
      Ended December 31
                    
                    
                    .28
                    
                    
                    
                    .062007:Quarter
      Ended March 31
                    
                    $
                    -
                    
                    
                    $
                    -Quarter
      Ended June 30
                    
                    
                    20.00
                    
                    
                    
                    1.51Quarter
      Ended September 30
                    
                    
                    2.70
                    
                    
                    
                    1.00Quarter
      Ended December 31
                    
                    
                    1.33
                    
                    
                    
                    0.99





Holders
Of Record




According
to the Company’s transfer agent, the Company had approximately
101 stockholders of record as of December 31, 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.





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.


15


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. Selected Financial Data




Not
applicable





Item 7.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, 2008. We believe the
following critical accounting policies affect our more significant judgments and
estimates used in the preparation of our consolidated financial
statements:


16


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.  On August 1, 2008, MIT obtained a new fixed rate loan
from Globank, Inc. in the amount of $500,000. The proceeds were used to repay
the balance due to Northern Health Care of $422,000.  The remainder of
the funds were added to working capital.





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 15th 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.  Upon
termination and settlement of the agreement, it was determined by management
that the factored receivables were not collectible and bad debt expense of
$1,708,610,was recorded in the 4th
Quarter.





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.


17





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.
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.


18





Results
of Operations





Comparison
of year ended December 31, 2008 to the year ended December 31,
2007.





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





MedicalInfusion
                    
                    
                    Wholesale/
                    
                    
                    Ambulatory
                    
                    
                    DME
                    
                    
                    Eliminations
                    
                    
                    Combinedand
      MIT
                    
                    
                    International
                    
                    
                    Care2008Revenue
                    
                    $
                    3,751,619
                    
                    
                    $
                    648,395
                    
                    
                    $
                    4,222,825
                    
                    
                    
                    887,788
                    
                    
                    
                    
                    
                    
                    $
                    9,510,627Interest
      expense
                    
                    
                    282,380
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    
                    
                    
                    
                    282,3804Depreciation
      & amortization
                    
                    
                    42,997
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    
                    
                    
                    
                    42,9972007Revenue
                    
                    $
                    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





Revenues





Consolidated
revenues for the year ended 2008 were $9,510,627 as compared to $12,680,741 for
the year ended December 31, 2007, representing a decrease of $3,170,114 or
25.0%. Consolidated cost of sales for the year ended December 31, 2008 were
$5,009,583 or .52.7% of sales as compared cost of sales for the year ended
December 31, 2007 of $6,261,568 or 49.4% of sales. This resulted in a gross
profit for the year ended December 31, 2008 of $4,501,044 or 47.3% as compared
to gross profit for the year ended December 31, 2007 of $6,419,173 or
50.6%.  The decrease in our consolidated revenues for the year ended
2008 were the result of sales to international and wholesale customers
decreasing $5,582,932 for the year which were offset by revenue gains of
$1,385,438 for Infusion and $927,480 for Ambulatory respectively. Although the
cost of goods sold decreased in dollars there was a slight decrease in gross
profit as a percentage of Revenue from 50.6% to 47.3% which was directly related
to the profitability of selling to international customers. Domestic revenues
decreased by $753,617 to $9,510,627 for the year ended 2008 as compared to
$10,264,241 for 2007. The wholesale sales reduction was due to decreasing profit
margins and the lack of operating funds to purchase supplies on the open market
at competitive prices.





Operating
Expenses





Total
operating expenses increased $580,780 or 9.7 % to $6,580,563 for the
year ended December 31, 2008 from $5,999,783 for the same period in 2007. The
increase in operating expense is the net result of decreases in non payroll
operating expenses being reduced by $2,183,128 offset by bad debt expense
of $2,706,759 that was generated by the termination of the accounts receivable
financing agreement with Northern Healthcare and the resulting reconciliation of
collectible accounts assigned to the company and the recording of additional bad
debt expense as noted in Note A-6 of the Financial Statements.




•
            Salaries
      and payroll related costs increased $58,586, to $2,174,224 for the year
      ended December 31, 2007 as compared to $2,115,628 for the year ended
      December 31, 2008, or 2.8%. The increase was due primarily to the
      expansion of our sales and marketing efforts towards developing our
      international marketing program, which included additional personnel and
      administrative changes to increase the effectiveness of our corporate
      management team.  Several headcount reductions in 2008 occurred
      near the end of the year and will result in payroll savings in future
      periods.




19





•
              Sales,
      general and administrative expenses decreased $1,099,828 or 39.9% to
      $1,656,583 for the year ended December 31, 2008 as compared to $2,756,411
      for the year ended December 31, 2007.  The decrease was due to
      broad decreases in all areas of non crucial spending. We were able to
      curtail spending in the following categories Advertising ($130k), Rents
      ($120k due to office closures in Augusta, Vidalia and Brunswick) and
      Factoring Fees ($174k). We anticipate seeing the results of these
      expenditures continuing in subsequent quarters. Legal and professional
      expenses were $352,593; Travel and entertainment was $73,585; consulting
      fees of $241,319; outside and contract labor $65,087; license fees of
      $28,459.  Additional expenses included office expense of
      $346,242; Advertising of $30,171; rent expense of $118,414; insurance
      expense of $139,806, and telephone of $48,817, factoring fees of $55,389
      interest expense of $282,379 and contract services of $65,087. We
      anticipate seeing the results of these expenditures represented in
      subsequent quarters.




•
            Depreciation
      and amortization decreased $1,447, or 3.3% to $42,997 for the year ended
      December 31,2008
              as
      compared to $44,444 for the year ended December 31, 2007. The decrease was
      mainly due to restricted capital spending in
  2008.





Operating
Income





Operating
income decreased $2,498,909 to $(2,079,519) for the year ended December 31, 2008
from $419,390 for the year ended December 31, 2007. Operating income as a
percentage of gross revenue was (21.9 %) for the year ended December 31, 2008 as
compared to 3.3% for the year ended December 31, 2007 primarily due to the bad
debt expense in operating expenses.





Other
Income and Expense





An Extraordinary charge was taken in
the fourth quarter to recognize discontinued operations relating to the Minority
Investment in foreign company. The company has determined that prospects in the
Caribbean have not developed to a level that is acceptable to continue this
operation.  The company will continue to monitor the region for future
business opportunities.





Income
Tax





Income
tax expense decreased to $0 for the year ended December 31, 2008 from a tax
expense of $41,156 for the year ended December 31, 2007. The decrease in income
before income taxes is attributable to the decrease in revenues and an increase
in operating expenses as outlined above as well as the extraordinary charge for
discontinued operations. .





Net
income




As a
result of the above factors, net income decreased from $79,890 for the year
ended December 31, 2007 to $4,245,099 for the year ended December 31,
2008.





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





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.


20


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.





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.





Liquidity
and Capital Resources





As of
December 31, 2008, we had cash of $111,337, as compared to $51,404 at December
31, 2007. For the year ended December 31, 2007, net cash provided used by
operating activities aggregated 365,815 as compared to cash used by operations
for the year ended December 31, 2006 of $(1,524,895). As of December 31, 2007,
we had cash of $51,404 as compared to a cash balance of $40,227 as of December
31, 2006.


21





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 conducted a private placement and sold 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 at a price of $0.75 per share.





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.  Over 95% of our revenues were subject to the agreement
with NHC.  On August 1, 2008, MIT obtained a loan from Globank, Inc.
of $500,000.  The proceeds of this loan were used to repay Northern
$422,000 and terminate the agreement with Northern.   The
remainder of the loan was used as working capital.





Lack of
an Accounts Receivable Financing agreement has decreased working capital,
putting a strain on the liquidity needed for daily
operations.   The collection of accounts receivable continues to
be slower than management would prefer.    MIT is committed
to pursue legitimate claims against the various payors that have contractual
obligations to MIT.  This commitment should continue to be required
through economic cycles that put a strain on all companies in the healthcare
industry.





In
addition to the receivables and cash flow subject to the agreement with
Northern, the Company had a single receivable from a customer in the Dominican
Republic for $2,416,500. 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 collect this account receivable. As of December 31, 2008, the company had
discontinued its efforts in the Dominican Republic and has reduced the value of
it’s investment to zero.





For the
year ended December 31, 2008, due to the unstable economy and the uncertainties
in the political environment, the company established additional reserves for
doubtful accounts.  This resulted in a one time charge to the company
of $2,706,759 for the year.  Excluding this charge would have resulted
in operating income for the period of $ 344,860 compared to $79,890 for the same
period last year.


22


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.  At December 31, 2008, settlement had
been reached in the amount of $45,000 and $30,000. had been paid with the
balance accrued as of December 31, 2008. The balance was subsequently paid in
January of 2009





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.


23


Item
8.  Financial Statements





INDEX
TO FINANCIAL STATEMENTS





PageFinancial
      StatementsREPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                27Balance
      Sheets as of December 31, 2008 and 2007
                28Statements
      of Operations for the years ended December 31, 2008 and
    2007
                29Statements
      of Stockholders’ Equity for the years ended December 31, 2008 and December
      31, 2007
                30Statements
      of Cash Flows for the years ended December 31, 2008 and
    2007
                31Notes
      to Financial Statements
                32-44


24





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Shareholders and  Directors  of


MIT
Holding,Inc.





We have
audited the consolidated balance sheets of MIT Holding,Inc. as of December
31,2008 and 2007 and the related statements of operations, changes in
stockholders’ equity, and  cash flows for the two years then ended.
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 MIT Holding, Inc., as of
December 31, 2008 and 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 YorkApril
      7, 2009


25





MIT
HOLDING, INC.





CONSOLIDATED
BALANCE SHEETS




December 31, 2008
                        
                        
                        December 31, 2007ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                        
                        $
                        111,337
                        
                        
                        $
                        51,404Accounts
      receivable
                        
                        
                        2,293,779
                        
                        
                        
                        3,082,915Inventory
                        
                        
                        139,863
                        
                        
                        
                        260,752Employee
      advances
                        
                        
                        1,500
                        
                        
                        
                        0Prepaid
      expenses
                        
                        
                        161,460
                        
                        
                        
                        0Notes
      receivable
                        
                        0
                        
                        
                        
                        59,255Total
      current assets
                        
                        
                        2,707,939
                        
                        
                        
                        3,454,326PROPERTY
      AND EQUIPMENT, net
                        
                        
                        20,871
                        
                        
                        
                        32,983OTHER
      ASSETSMinority
      investment in foreign corporation
                        
                        
                        0
                        
                        
                        
                        1,933,200Healthcare
      reserve
                        
                        
                        0
                        
                        
                        
                        1,571,228Non-compete
      agreement, net
                        
                        
                        146,669
                        
                        
                        
                        163,334Total
      other assets
                        
                        
                        146,669
                        
                        
                        
                        3,667,762TOTAL
      ASSETS
                        
                        $
                        2,875,479
                        
                        
                        $
                        7,155,071LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                        
                        $
                        2,565,534
                        
                        
                        $
                        2,148,500Income
      taxes payable
                        
                        
                        0
                        
                        
                        
                        41,156Litigation
      settlement payable
                        
                        
                        0
                        
                        
                        
                        101,209Notes
      payable-NHC
                        
                        
                        0
                        
                        
                        
                        999,161Notes
      payable-bank-installment loans
                        
                        
                        27,203
                        
                        
                        
                        34,987Notes
      payable-banks
                        
                        
                        761,084
                        
                        
                        
                        277,750Note
      payable-other
                        
                        
                        180,000
                        
                        
                        
                        0Notes
      payable-legal fees
                        
                        
                        165,000
                        
                        
                        
                        175,000Total
      current liabilities
                        
                        
                        3,698,821
                        
                        
                        
                        3,777,763LONG-TERM
      LIABILITIESNote
      payable-other
                        
                        
                        120,064
                        
                        
                        
                        75,615Total
      long-term liabilities
                        
                        
                        120,064
                        
                        
                        
                        75,615STOCKHOLDERS’
      EQUITYPreferred
      stock, $0.000001 par value; 5,000,000 shares authorized, 3,477.89 and
      3,530.39 shares issued and outstanding at December 31, 2008 and
      2007
                        
                        
                        0
                        
                        
                        
                        0Common
      stock, $0.000001 par value; 250,000,000 shares authorized, 48,744,634 and
      48,639,634 shares issued and outstanding at December 31, 2008 and
      2007
                        
                        
                        48
                        
                        
                        
                        48Additional
      paid-in-capital
                        
                        
                        1,798,388
                        
                        
                        
                        1,798,388Retained
      Earnings
                        
                        
                        (2,741,842
                        )
                        
                        
                        1,503,257Total
      stockholders’ equity
                        
                        
                        (943,406
                        )
                        
                        
                        3,301,693TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                        
                        $
                        2,875,479
                        
                        
                        $
                        7,155,071





The accompanying notes are an
integral part of these statements.


26


MIT
HOLDING, INC.





CONSOLIDATED  STATEMENTS
OF OPERATIONS





For the years endedDecember 31, 2008
                
                
                December 31, 2007Revenue
                
                $
                9,510,627
                
                
                $
                12,680,741Cost
      of medical supplies
                
                
                5,009,583
                
                
                
                6,261,568Gross
      profit
                
                
                4,501,044
                
                
                
                6,419,173Operating
      ExpensesSalaries
      and payroll cost
                
                
                2,174,224
                
                
                
                2,115,628Selling,
      general and administrative
                
                
                1,656,583
                
                
                
                2,756,411Bad
      debts
                
                
                2,706,759
                
                
                
                0Impairments
                
                
                0
                
                
                
                600,000Expenses
      related to investment in foreign corporation
                
                
                0
                
                
                
                483,300Depreciation
      and amortization
                
                42,997
                
                
                44,444Total
      operating expenses
                
                
                6,580,563
                
                
                
                5,999,783Income
      (loss)  from operations
                
                
                (2,079,519
                )
                
                
                419,390Other
      expenses-interest
                
                282,380
                
                
                298,344InterestIncome
      (loss) before income tax expense
                
                
                (2,361,899
                )
                
                
                121,046Income
      tax expense
                
                
                0
                
                
                41,156Income
      (loss) before loss on minority investment
                
                
                (2,361,899
                )
                
                
                79,890Loss
      on minority investment of foreign corporation
                
                
                1,883,200
                
                
                0Net
      income (loss)
                
                $
                (4,245,099
                )
                
                $
                79,890Net
      income (loss) per share from continuing operations:Basic
      and diluted
                
                $
                (.09
                )
                
                $
                .00Weighted
      average number of shares outstanding:Basic
      and diluted
                
                
                48,744,634
                
                
                
                38,167,038





The
accompanying notes are an integral part of these statements





27




MIT
HOLDING, INC.




CONSOLIDATED  STATEMENT
OF STOCKHOLDERS’ EQUITY





Additional
                                            
                                            
                                            Accumulated
                                            
                                            
                                            TotalCommon stock
                                            
                                            
                                            Preferred stock
                                            
                                            
                                            Paid-in
                                            
                                            
                                            Earnings
                                            
                                            
                                            Stockholders’Shares
                                            
                                            
                                            Amount
                                            
                                            
                                            Shares
                                            
                                            
                                            Amount
                                            
                                            
                                            Capital
                                            
                                            
                                            (Loss)
                                            
                                            
                                            EquityBalance
      at December 31, 2006
                                            
                                            
                                            45,381,279
                                            
                                            
                                            $
                                            45
                                            
                                            
                                            
                                            0
                                            
                                            
                                            $
                                            0
                                            
                                            
                                            $
                                            843,509
                                            
                                            
                                            $
                                            1,404,022
                                            
                                            
                                            $
                                            2,247,576(Restated)Merger
      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 endedDecember  31,
      2007
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            79,890
                                            
                                            
                                            
                                            79,890Balance
      at December 31, 2007
                                            
                                            
                                            48,639,634
                                            
                                            
                                            
                                            48
                                            
                                            
                                            
                                            3,530.39
                                            
                                            
                                            
                                            0
                                            
                                            
                                            
                                            1,798,388
                                            
                                            
                                            
                                            1,503,257
                                            
                                            
                                            
                                            3,301,693Conversion
      of 52.5 shares of  preferred stock to 105,000  shares
      of common stock
                                            
                                            
                                            105,000
                                            
                                            
                                            
                                            0
                                            
                                            
                                            
                                            (52.5
                                            )
                                            
                                            
                                            0
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            0Net
      loss for the year endedDecember  31,
      2008
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (4,245,099
                                            )
                                            
                                            
                                            (4,245,099
                                            )Balance
      at December 31, 2008
                                            
                                            
                                            48,744,634
                                            
                                            
                                            $
                                            48
                                            
                                            
                                            
                                            3,477.89
                                            
                                            
                                            $
                                            0
                                            
                                            
                                            $
                                            1,798,388
                                            
                                            
                                            $
                                            (2,741,842
                                            )
                                            
                                            $
                                            (943,406
                                            )




The
accompanying notes are an integral part of these statements


28





MIT
HOLDING, INC.





CONSOLIDATED  STATEMENTS
OF CASH FLOWS





For the year ended
                
                
                For the year endedDecember 31, 2008
                
                
                December 31, 2007OPERATING
      ACTIVITIESNet
      income (loss)
                
                $
                (4,245,099
                )
                
                $
                79,890Adjustments
      for noncash and nonoperating items:Bad
      debts
                
                
                2,706,759
                
                
                
                0Impairment
      of assets
                
                
                0
                
                
                
                600,000Depreciation
      and amortization
                
                
                42,997
                
                
                
                44,444Issuance
      of common stock for consulting fees
                
                
                0
                
                
                
                943,665Merger
      equity adjustments
                
                
                0
                
                
                
                (1,625,860
                )Investment
      in minority operations
                
                
                1,883,200
                
                
                
                (2,533,200
                )Changes
      in operating assets and liabilities:Receivables
                
                
                (209,013
                )
                
                
                2,851,343Inventory
                
                
                120,889
                
                
                
                116,482Employee
      advances
                
                
                (1,500
                )
                
                
                0Prepaid
      expenses
                
                
                (161,460
                )
                
                
                0Notes
      receivable
                
                
                59,255
                
                
                
                (59,255
                )Healthcare
      reserve
                
                
                (87,382
                )
                
                
                (1,279,225
                )Accounts
      payable and accrued expenses
                
                
                417,034
                
                
                
                (398,039
                )Litigation
      payable
                
                
                (101,209
                )
                
                
                (508,791
                )Notes
      payable-other
                
                
                0
                
                
                
                255,229Income
      taxes payable
                
                
                (41,156
                )
                
                
                (11,578
                )Cash
      provided (used) by operating activities
                
                
                383,315
                
                
                
                (1,524,895
                )INVESTING
      ACTIVITIESCapital
      expenditures
                
                
                (30,885
                )
                
                
                (35,610
                )Cash
      (used) by investing activities
                
                
                (30,885
                )
                
                
                (35,610
                )FINANCIAL
      ACTIVITIESIssuance
      of common stock for cash
                
                
                0
                
                
                
                0Issuance
      of preferred stock for cash
                
                
                0
                
                
                
                1,656,422Proceeds
      from notes
                
                
                853,064
                
                
                
                0Payments
      on notes payable
                
                
                (1,145,561
                )
                
                
                (84,740
                )Cash
      provided (used) by financing activities
                
                
                (292,497
                )
                
                
                1,571,682NET  INCREASE  IN
      CASH
                
                
                59,933
                
                
                
                11,177CASH
      BALANCE BEGINNING OF PERIOD
                
                
                51,404
                
                
                
                40,227CASH
      BALANCE END OF PERIOD
                
                $
                111,337
                
                
                $
                51,404Supplemental
      Disclosures:Interest
                
                $
                282,380
                
                
                $
                298,344Taxes
                
                
                0
                
                
                $
                41,156





The
accompanying notes are an integral part of these statements


29





MIT
HOLDING, INC.





NOTES
TO FINANCIAL STATEMENTS





December
31, 2008





NOTE A –
            BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES





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”).


30





MIT
HOLDING, INC.





NOTES
TO FINANCIAL STATEMENTS





December
31, 2008




NOTE A –
            BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES
      (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 had no cash equivalents as of
December 31, 2008 and 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.


31





MIT
HOLDING, INC.





NOTES
TO FINANCIAL STATEMENTS





December
31, 2008




NOTE A –
            BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES
      (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.





The
Company 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 have
continued to pay down the credit line and as of December 31, 2008, the loan had
been paid off in its entirety.  The balance at December 31, 2007 was
$999,161.


32





MIT
HOLDING, INC.





NOTES
TO FINANCIAL STATEMENTS





December
31, 2008





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


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





Health
Care Reserve/Bad Debts:





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 settlements
of these receivables, the Company has not experienced any significant reductions
in these long-term receivables and as a result, has written-off the balance of $
1,708,610. The effect of using the direct write-off method is not materially
different from the results that would have been obtained under the allowance
method.





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.





Due to
the current state of the economy, the Company believes that it is prudent to
create an additional reserve against the accounts receivable for the year ended
December 31, 2008. Management believes that uncertainties in the political
climate regarding all phases of healthcare create an additional burden of risk
that should be recognized in our current carrying value for accounts
receivable.


33





MIT
HOLDING, INC.





NOTES
TO FINANCIAL STATEMENTS





December
31, 2008





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


7.
            Advertising
      Cost





Advertising
cost is expensed as incurred. Advertising expense totaled $ 30,171 and $ 164,339
for the years ended December 31, 2008 and 2007, respectively.





8.
            Recent
      Accounting Pronouncements





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





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.


34





MIT
HOLDING, INC.





NOTES
TO FINANCIAL STATEMENTS





December
31, 2008





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





8.
              Recent
      Accounting Pronouncements
(continued)





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.


35





MIT
HOLDING, INC.





NOTES
TO FINANCIAL STATEMENTS





December
31, 2008





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





8.
            Recent
      Accounting Pronouncements
(continued)





In March
2008, the FASB issued Statement of Financial Accounting Standards No. 161,
“Disclosures about Derivative Instruments and Hedging Activities” (“SFAS
No. 161”). SFAS No. 161 is intended to improve financial reporting
about derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entity’s financial position, financial performance, and cash flows. The
provisions of SFAS No. 161 are effective for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application encouraged. The Company does not expect the
provisions of SFAS No. 161 to have a material impact on the financial
statements.





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.


36





MIT
HOLDING, INC.





NOTES
TO FINANCIAL STATEMENTS





December
31, 2008





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 $ 9,510,627 for the year 2008 and had receivables of $ 3,291,928
as of December 31, 2008, 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 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
debts 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%.


37





MIT
HOLDING, INC.





NOTES
TO FINANCIAL STATEMENTS





December
31, 2008





NOTE C – SHORT-TERM AND LONG-TERM
DEBT OBLIGATIONS (continued)





The
Company’s short-term and long-term debts at December 31, 2008 are as
follows:





Current
                                          
                                          
                                          Long-term
                                          
                                          
                                          TotalThe
      Coastal Bank-credit line
                                          
                                          $
                                          261,084
                                          
                                          
                                          
                                          0
                                          
                                          
                                          $
                                          261,084The
      Coastal Bank-installments
                                          
                                          
                                          27,203
                                          
                                          
                                          
                                          0
                                          
                                          
                                          
                                          27,203Globank,
      Inc.
                                          
                                          
                                          500,000
                                          
                                          
                                          
                                          0
                                          
                                          
                                          
                                          500,000Curascript
                                          
                                          
                                          180,000
                                          
                                          
                                          
                                          120,064
                                          
                                          
                                          
                                          300,064Legal
      fees note
                                          
                                          
                                          165,000
                                          
                                          
                                          
                                          0
                                          
                                          
                                          
                                          165,000Total
                                          
                                          $
                                          1,133,287
                                          
                                          
                                          
                                          120,064
                                          
                                          
                                          $
                                          1,253,351





The
Coastal Bank notes consist of two notes with principal balances of $20,589, and
$6,614 at December 31, 2008. All notes are secured by all business assets of the
Company with interest rates from 5% to 7%. See Note –H for disclosure on
Globank, Inc.





NOTE
D – RELATED PARTY TRANSACTIONS





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.


38





MIT
HOLDING, INC.





NOTES
TO FINANCIAL STATEMENTS





December
31, 2008





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.





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





For the
years ended December 31,


MedicalInfusion
                        
                        
                        Wholesale/
                        
                        
                        Ambulatory
                        
                        
                        DME
                        
                        
                        Combinedand MIT
                        
                        
                        International
                        
                        
                        Care2008Revenue
                        
                        $
                        3,751,619
                        
                        
                        $
                        648,395
                        
                        
                        $
                        4,222,825
                        
                        
                        $
                        887,788
                        
                        
                        $
                        9,510,627Interest
      expense
                        
                        
                        282,380
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        282,380Depreciation
      & amortization
                        
                        
                        42,997
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        42,9972007Revenue
                        
                        $
                        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


39





MIT
HOLDING, INC.





NOTES
TO FINANCIAL STATEMENTS





December
31, 2008





NOTE
F – NON-COMPETE PROVISION (RESTRICTIVE COVENANT)





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- CONVERSION Of  CONVERTIBLE PREFERRED STOCK





During the first and second quarter of
2008, four shareholders converted 52.5 shares of their preferred stock to
105,000 shares of common stock. The new issuance of shares was based on the
conversion of shares of the Holders’ Series A Preferred Stock. Each one share of
Series A Preferred Stock converts into two thousand shares of common
stock.





NOTE
H – COMMITMENTS AND CONTINGENCIES





The following is a description of the
Company’s contingent commitments at December 31, 2008:





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.  During this period, MIT continued to pay down its
obligations on a weekly basis in agreement with Northern Healthcare. The balance
at June 30, 2008 was $433,000 including interest charges to date. On August 1,
2008 the remaining amounts due were repaid in their entirety upon receipt of
funding on a new debt instrument from Globank, Inc. of $500,000. The new loan
was obtained on August 1, 2008 from Globank, Inc. with interest payments monthly
for $25,000. (5%) beginning on September 1, 2008. The term of the loan is for 24
months and is secured by the assets of the company and guaranteed by Mr. William
C. Parker.


40


MIT
HOLDING, INC.





NOTES
TO FINANCIAL STATEMENTS





December
31, 2008





NOTE
H– COMMITMENTS AND CONTINGENCIES (continued)





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 was amended on September 6, 2008 to include
      Suite 206 at a monthly rent of $1,158 per month ending on November 30,
      2009. 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.





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.


41




MIT
HOLDING, INC.





NOTES
TO FINANCIAL STATEMENTS




December
31, 2008





NOTE
H– COMMITMENTS AND CONTINGENCIES (continued)





Stock-Based
Compensation Plan:





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





NOTE
I- MINORITY INTEREST IN FOREIGN CORPORATION





On December 20, 2007 the Company
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, 2008, the Company
has ceased operations in the Dominican Republic and has reduced the value of
it’s investment to zero.





NOTE
J – SUBSEQUENT EVENTS





None


42




Item
9.  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
9A. 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.




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.




43


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
9B.  Other Information





None.There was no information
required to be  filed on Form 8-k during the fourth quarter
of  the Company's fiscal year ended December 31, 2008 and not
reported.





Item
10.  Directors And Executive Officers Of The Registrant.





As
      of March  30, 2009, our executive officers and directors
      are:




NAME
                          
                          AGE
                          
                          POSITION WITH COMPANYWilliam
      C. Parker
                          
                          53
                          
                          President,
      CEO, & Chairman of the Board of DirectorsJohn
      Sabia
                          
                          56
                          
                          Secretary,
      Controller & DirectorBrinson
      Clements
                          
                          52
                          
                          Vice-President
      of Administration, DirectorArlene
      Wilhelm
                          
                          52
                          
                          Chief
      Operating OfficerSteven
      W. Schuster
                          
                          54
                          
                          DirectorThomas
      Duncan
                          
                          54
                          
                          DirectorJames
      F. Bagwell
                          
                          62
                          
                          DirectorRobert
      Rubin
                          
                          67
                          
                          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.


44


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.





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.


45





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.





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-K, any failure
to comply therewith during the fiscal year ended December 2008. 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.
Schuster, Mr. Sabia, and Mr. Clements each filed Forms 5, as appropriate,
although filings were subsequent to the respective filing deadlines for each
such disclosure.





Audit
Committee and Financial Experts




Our audit
committee consists of Mr. Duncan, Mr. Bagwell and Mr. Schuster, who are
independent member of our Board of Directors  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. In 2008, the audit committee met
together with the other independent directors.





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.


46




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 and
                              Principal Position
                            Year
                            
                            Salary
                              ($)
                            
                            
                            Bonus
                              ($)
                            
                            
                            Stock
                              Awards
                              ($)
                            
                            
                            Options
                              Awards
                              ($)
                            
                            
                            Non-
                              equity
                              incentive
                              plan
                              compen
                              sation
                              ($)
                            
                            
                            Change in
                              pension value
                              and
                              nonqualified
                              deferred
                              compensation
                              earnings
                              ($)
                            
                            
                            ALL OTHER
                              COMPENSATION
                              ($)
                            
                            
                            Total
                              ($)(a)
                            (b)
                            
                            (c)
                            
                            
                            (d)
                            
                            
                            (e)
                            
                            
                            (f)
                            
                            
                            (g)
                            
                            
                            (h)
                            
                            
                            (i)
                            
                            
                            (j)William
      C. Parker
                            2008
                            
                            
                            230,029
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            91,130
                            
                            
                            
                            321,159CEO
      & President
                            2007
                            
                            
                            204,600
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            91,848
                            
                            
                            
                            296,448Arlene
      Wilhelm
                            2008
                            
                            
                            149,345
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            27,240
                            
                            
                            
                            162,844COO
                            2007
                            
                            
                            141,586
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            20,988
                            
                            
                            
                            162,844Brinson
      Clements
                            2008
                            
                            
                            130,730
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            0
                            
                            
                            
                            130,730VP –
      Admin.
                            2007
                            
                            
                            126,431
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            1,431
                            
                            
                            
                            127,862





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.


47





Option
Exercises and Stock Vested





OPTION
                
                
                AWARDS
                
                
                STOCK
                
                
                AWARDSName
                
                Number of Shares
                  Acquired on
                  Exercise
                
                
                Value Realized on
                  Exercise
                
                
                Number of Shares
                  Acquired on Vesting
                
                
                Value Realized
                  on VestingJohn Sabia
                
                
                0
                
                
                
                0
                
                
                
                100,000
                
                
                $
                6,500Brinson
      Clements
                
                
                0
                
                
                
                0
                
                
                
                100,000
                
                
                $
                6,500




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.  In November 2008, the Company awarded 100,000 shares of Common
Stock to each of the six directors for services rendered in 2008.





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.


48


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.


49


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, 2008 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.





In
November, 2008, the Board of Directors granted 100,000 shares to each member of
the Board for services rendered in 2008.





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
                          plansEquity
      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 and 2008, but the Company did not reach its Pre-Tax Profit
Target.  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 was at least $60,000,000, then an
aggregate of 15 million bonus shares would have been awarded.





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





Compensation
Committee





Our
compensation committee consists of Mr. Bagwell, Mr. Schuster, Mr. Rubin, and Mr.
Sabia.  .  The compensation committee is primarily
responsible for reviewing and approving our salary and benefit policies
(including equity plans), including compensation of executive officers. We
do not currently have a written compensation committee charter or similar
document.  The compensation payable to Mr. Parker and Ms. Wilhelm, the
two most highly paid executives, is determined by their employment
agreements.  The Company’s performance was not deemed to be
sufficiently successful in 2008 to warrant the payment of performance
bonuses.  The Committee, together with other members of the Board,
receives recommendations from Mr. Parker, the President of
MIT.   Therefore, to date, the entire Board has handled the
functions that would otherwise be handled by the Compensation Committee The
Board, in reaching its conclusions, reviews MIT’s performance in comparison to
the expectations set forth the prior year.


50


Item 12.  SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT




The table
below shows the amount of our common stock beneficially owned as of April 11,
2009 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, 2009 there were
49,594,634 shares ofcommon 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)
                
                
                100,000
                
                
                
                *Brinson
      Clements
                
                
                100,000
                
                
                
                *Steven
      W. Schuster (2)(3)(4)
                
                
                1,322,222
                
                
                
                1.07Thomas
      Duncan (2)(3)
                
                
                120,000
                
                
                
                *James
      F. Bagwell (2)(3)
                
                
                120,000
                
                
                
                *Robert
      Rubin (2)(3)(5)
                
                
                120,000
                
                
                
                *Meyers
      Associates, LP (6)
                
                
                3,475,000
                
                
                
                7.13All
      Executive Officers and Directors as a Group (8 persons)(3)
                
                
                30,852,982
                
                
                
                62.1
                %




* 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)
            Includes
      822,222 shares of common stock issued to McLaughlin & Stern LLP, of
      which Mr. Schuster is a member, in consideration for legal services
      rendered to the company.





(5)
            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.





(6)
            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.


51


Item
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE




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.





On August
1, 2008, MIT borrowed $500,000 from Globank, Inc. The loan bears interest at the
rate of 60% per year, with monthly payments of interest only of $25,000
beginning on September 1, 2008. The term of the loan is for 24 months, is not
prepayable and is secured by all of the assets of the Company. The Globank note
is guaranteed by Mr. William C. Parker and each MIT’s
subsidiaries.  The proceeds of the loan were used to repay Northern
Healthcare in full and avoid threatened litigation.  The balance of
the proceeds was used to pay a portion of the loan due Coastal Bank, pay certain
suppliers and settle certain outstanding litigation.





Director
Independence





Each of
Messrs. Rubin, Bagwell, Duncan and Schuster are independent directors and
constitute a majority of the Board of Directors. Mr. Sabia, who is a member of
the Compensation Committee, is not independent as he serves as the Company’s
principal financial officer.





Item
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES


For 2008,
the Company was billed $52,000 for audit fees and no other accounting fees by
the principal accountant for the audit.  For 2007, the Company was
billed $55,000 for audit fees and no other accounting fees by the principal
accountant for the audit. The principal accountant was paid $4,000 and $0 in
2007 and 2008 respectively for tax preparation.  The principal
accountant was not paid any fees for other services in 2008 or 2007. The audit
committee approved the engagement of the independent accountant for all services
rendered in 2008.




52




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, 200710.13
              Promissory
      Note between the Company and Globank Corp. dated as of July 29,
      200810.14
              Guaranty
      of  William C. Parker in favor of Globank Corp. dated as of July
      29, 200810.15
              Guaranty
      of  Medical Infusions Technologies Inc. in favor of Globank
      Corp. dated as of July 29, 200810.16
              Guaranty
      of Medical Infusions Technologies Ambulatory Care Center, LLC in favor of
      Globank Corp. dated as of July 29, 200810.17
              Guaranty
      of  MIT Ambulatory Care Center, Inc. in favor of Globank Corp.
      dated as of July 29, 200821.1
              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


(3)
            This
      Exhibit is filed as an Exhibit to the Form 10-K for the period ended
      September 30, 2008 and incorporated herein by
  reference


53


Signatures




In
accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused
this annual report on From 10-K 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
13, 2009




Signature
                                  
                                  Title
                                  
                                  Date/s/ William C. Parker
                                  
                                  President,
      Chief Executive Officer,
                                  
                                  April
      13, 2009William
      C. Parker
                                  
                                  Chairman
      & Director/s John A. Sabia
                                  
                                  Controller
      (the Principal Financial
                                  
                                  April
      13, 2009John
      A. Sabia
                                  
                                  Officer)
      & Director/s/
      Brinson Clements
                                  
                                  Director
                                  
                                  April
      13, 2009Brinson
      Clements/s/
      Thomas Duncan
                                  
                                  Director
                                  
                                  April
      13, 2009Thomas
      Duncan/s/ Steven W. Schuster
                                  
                                  Director
                                  
                                  April
      13, 2009Steven
      W. Schuster/s/
      James F. Bagwell
                                  
                                  Director
                                  
                                  April
      13, 2009James
      F. Bagwell/s/
                                  
                                  
                                  Director
                                  
                                  April       2009Robert
      Rubin


54