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 1934
|--- | ----------------------------------------------------------------------------------------



For
the fiscal year ended December 31, 2013



Or



|[  ] | Transition Report Pursuant
    to Section 13 or 15(d) of the Securities Exchange Act of 1934
|---- | --------------------------------------------------------------------------------------------



For
The Transition Period From ________ To ________



Commission File Number
333-136791








MIT
HOLDING, INC.

(Exact
name of registration as specified in its charter)










|Delaware                                                          |  | 20-3420795                          
|----------------------------------------------------------------- |  | ------------------------------------
|(State
    or other jurisdiction ofincorporation or organization) |  | (IRS
    EmployerIdentification No.)
|                                                                  |  |                                     
|11835
    W. Olympic Blvd., Suite 1235ELos Angeles, CA            |  | 90064                               
|(Address
    of principal offices)                                |  | (Zip
    Code)                      



Registrant’s
telephone number, including Area Code (310) 312-6888



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



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








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



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 [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ]
No [  ]



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



Large
accelerated filer [  ] Accelerated filer [  ] Non-accelerated filer [  ] Smaller Reporting Company
[X]



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



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



APPLICABLE
ONLY TO CORPORATE REGISTRANTS



As
of March 12, 2014, the registrant had 28,910,601 shares of common stock issued and outstanding.



At
June 30, 2013, the aggregate market value of the voting stock held by non-affiliates was $ 3,384,787 based upon 19,910,515 shares
held by non-affiliates, and the average of the bid price and the asked price of $.17 per share.



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 [  ] No [X]


















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.





2







MIT
Holding, Inc.



TABLE
OF CONTENTS



|Item         |  | Page                                                                                                              
|------------ |  | ------------------------------------------------------------------------------------------------------------------
|Part
    I  
|             |  |                                                                                                                   
|1.           |  | Description
    of Business                                                                                       
|             |  |                                                                                                                   
|1A.          |  | Risk
    Factors                                                                                                  
|             |  |                                                                                                                   
|2.           |  | Description
    of Property                                                                                       
|             |  |                                                                                                                   
|3.           |  | Legal
    Proceedings                                                                                             
|             |  |                                                                                                                   
|4.           |  | Reserved                                                                                                          
|             |  |                                                                                                                   
|Part
    II 
|             |  |                                                                                                                   
|5.           |  | Market
    for Common Equity and Related Stockholder                                                              
|             |  |                                                                                                                   
|6.           |  | Selected
    Financial Information                                                                                
|             |  |                                                                                                                   
|7.           |  | Management’s
    Discussion and Analysis or Plan of Operation                                                     
|             |  |                                                                                                                   
|8.           |  | Financial
    Statements                                                                                          
|             |  |                                                                                                                   
|9.           |  | Changes
    in and Disagreements with Accountants on Accounting and Financial Disclosure                          
|             |  |                                                                                                                   
|9A.          |  | Controls
    and Procedures                                                                                       
|             |  |                                                                                                                   
|9B.          |  | Other
    Information                                                                                             
|             |  |                                                                                                                   
|Part
    III
|             |  |                                                                                                                   
|10.          |  | Directors,
    Executive Officers, Promoters and Control Person; Compliance with Section 16(a) of the Exchange Act
|             |  |                                                                                                                   
|11.          |  | Executive
    Compensation                                                                                        
|             |  |                                                                                                                   
|12.          |  | Security
    Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                
|             |  |                                                                                                                   
|13.          |  | Certain
    Relationships and Related Transactions                                                                
|             |  |                                                                                                                   
|14.          |  | Principal
    Accountant Fees and Services                                                                        
|             |  |                                                                                                                   
|Other       
|15.          |  | Exhibits,
    Financial Statement Schedules                                                                       
|             |  |                                                                                                                   
|             |  | Signature
    Page                                                                                                



3







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, provides medical management services, operates an ambulatory center where
therapies are administered and sells and rents home medical equipment.



Our
principal executive offices are located at 11835 West Olympic Blvd, Suite 1235E, Los Angeles, CA 90064. The phone number is (310)
312-6888. 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. 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, 4,758,464
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 9,738,784 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.



4







MIT Business and Operations



Overview



Through
its three subsidiaries, MIT 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 services are carried out through a full
service compounding pharmacy in Savannah, Georgia. In 2010, MITRX Corporation was formed to operate direct mail pharmacies and
specialty pharmacies in locations outside of Savannah. GA.



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). 2010 saw a minor increase in revenues for all divisions of the company due
to contraction of the economy which led to decreases in referrals and therapies administered over the last 2 years. 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 wholesale activity,
but this focus may change if market conditions and the Company’s financial condition improve.



5







Wholesale
Distribution



MIT
is not pursuing the domestic wholesale distribution line of business, at this time.



Our
Suppliers



MIT
purchases the majority of its products for domestic sales from six major distributors and several minor distributors. In 2010
the three major distributors supplied approximately 87.8% of the Company’s purchasing needs with the other 12.2% 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



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;                                        



6









|● |  | 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 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                                                                                                                                 



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. Most of MIT’s business in 2013 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, 2012 and December 31, 2013 respectively, 11.6% and 13.7% of our infusion pharmacy revenue
came from government healthcare programs such as Medicare and Medicaid. The amounts due from these programs represented approximately
11.8% and 9.0% of our total accounts receivable, respectively, as of December 31, 2012 and December 31, 2013.



7







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 by third party services 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. If required, third party
clinics are utilized for efficiency only.



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.



8







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.



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.



9







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.



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.



Insurance



MIT
caries a professional liability insurance policy that provides for coverage in the amount of $1,000,000 per occurrence and $3,000,000
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.



Recent
Developments



On
October 13, 2010 the Company entered into an exclusive agreement with Vivakor, Inc. Under the agreement, the Company obtained
the exclusive right to distribute Vivakor’s Viva Thermic vials including the Viva Thermic Super-150 and Viva Thermic ULTRA-300
products worldwide. Vivathermic vials are used for biological transportation and storage. The total inventory of these products
were destroyed on October 31, 2011 during the office fire at 37 West Fairmont Avenue.



On
February 4, 2011, MITRX Corporation, a South Carolina corporation and subsidiary of MIT Holding Inc. (“MIT” or the
“Company”), executed two stock purchase agreements (the “Agreements”), pursuant to which it agreed to
acquire one hundred Percent (100%) of the issued and outstanding equity interests of two companies; National Direct Home Pharmacy,
Inc., owned by Lancelot D. Wright and John T. Crocker, Sr., and Palmetto Long Term Care Pharmacy, LLC a wholly owned subsidiary
of Strategies Healthcare, Inc., which is owned by Lancelot D. Wright and Robert A. Williams. There are no material relationships
between the sellers, their owners, affiliates, officers or directors and MIT’s officers, directors or affiliates.



Pursuant
to the terms of the purchase agreements, MITRX has acquired a fully operating home delivery/mail order pharmacy with annual gross
sales of approximately Eighteen Million Dollars ($18,000,000) in exchange for the assumption of approximately $15,273,492 in total
debt. The acquired companies have assets including but not limited to furniture, fixtures, licenses, government awards, private
nursing home contracts, large individual customer bases and pharmaceutical equipment, including a PharmASSIST RobotX.



On
September 20, 2011, Palmetto Long Term Care Pharmacy, Inc was sold toPharmco, Inc. and National Direct Home Pharmacy, Inc. was
sold to TDT Investments, Inc. The Purchasers signed a note in the amount of $4,000,000 with a due date of September 30, 2013 along
with accrued interest at the rateof 4% per annum. To date, not payments have been received.



10







Effective
March 18, 2011, MIT, through its subsidiary, MITRX Corporation, executed a Letter of Intent to acquire one hundred Percent (100%)
of Fitte Enterprises, Inc dba CRD MedServices, LLC, a retail/mail order pharmacy with locations in Texas, South Caroline and Florida.
Per the letter of intent, the Company will acquire a fully operating retail/mail order pharmacy with licenses and government awards,
mental health facility contracts and a large individual customer base in exchange for the assumption, by MITRX, of three hundred
eighty thousand dollars ($380,000.00) in debt. MIT discontinued this project due to the inability to audit the company’s
financial records.



Employees



As
of December 31, 2013, MIT employed 10 persons on a full-time basis of which 5 were involved in administration, 3 in medical services,
and 2 for durable medical equipment. None of MIT’s employees is represented by a labor union or bound by a collective bargaining
unit. MIT believes that its relationship with its employees is satisfactory.



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 $1,562,906 in 2013 and had receivables of $180,516 as of December 31, 2013, our inability to achieve sufficient
increases in 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 decreased in 2013 to $1,562,906 from $3,355,518 in 2012. In addition, collection of medical receivables can be delayed
as they are submitted to insurance companies and government agencies, 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
August 1, 2008, we received a term loan from Globank, Corp. (“Globank”) in the amount of $500,000 and used the proceeds
to pay off our obligation to a factor. The term loan from Globank, Corp. matured on July 31, 2010. This loan was replaced by a
new loan in 2010 with Globank (the “New Loan”). This New Loan accrues interest at a rate of 14.9% per annum and matured
on December 31, 2013. The terms of the New Loan require monthly payments of accrued interest payments plus principal payments
of $1,000 per month. A balloon payment of $1,002,727 is due on the maturity date. The new loan is secured by our assets and guaranties
of the Company’s chief executive officer and our three subsidiaries



We
rely on reimbursements from Medicare and Medicaid.



For
the fiscal year ended December 31, 2013 over 19% 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.



11







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



MIT’s
revenues increased $688k from $6.4 million to $7.1 million in 2010. Revenues in 2011 declined to $5.9 million. In 2012, revenue
fell to $3.3 million. In 2013, revenue decreased $1.8 million from $3.3 million to $1.5 million.



MIT experiences seasonal
liquidity.



MIT
has historically experienced seasonal liquidity due to the natural cycle of demand for our 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.



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



We
are highly dependent on reimbursement from managed care organizations and other non-governmental third party payors. For the fiscal
years ended December 31, 2013 and December 31, 2012, approximately 80.9% and 83.4% 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.



12







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.



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 xx.xx% and 22.8%
of MIT’s revenues for the years ended December 31, 2012 and December 31, 2013, 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.



13







Quantities of our
intravenous therapies are limited.



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



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



The
pharmaceutical distribution industry is highly competitive and characterized by changing client preferences and continuous introduction
of new products and/or services. MIT believes that its future growth will depend, in part, on its ability to anticipate changes
in client preferences and develop and introduce, in a timely manner, new products and/or services that adequately address such
changes. There can be no assurance that MIT will be successful in developing, introducing and marketing new products and/or services
on a timely and regular basis. If MIT is unable to introduce new products and/or services or if MIT’s new products and/or
services are not successful, such events could have a material, adverse effect upon its business, operating results and financial
condition. The Affordable Health Care Act is still in its developmental stages pertaining to our industry, since we are receiving
patients that are currently under physicians are, who are providing us with referral orders and prescriptions.



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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



14







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



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



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



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



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



At
present, our officers, directors and principal shareholders own approximately 62% of the issued and outstanding shares, including
25,100,000 shares over which Mr. Parker, our Chief Executive Officer, had 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.



15







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



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



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



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



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



We
may be exposed to potential risks relating to our internal controls over financial reporting and our ability to have those controls
attested to by our independent auditors.



As
directed by Section 404 of the Sarbanes-Oxley Act of 2002 or SOX 404, the SEC adopted rules requiring public companies to include
a report of management on the company’s internal controls over financial reporting in their annual reports, including Form
10-K. We have established disclosure controls and procedures effective for the purposes set forth in the definition thereof in
Exchange Act Rule 13a-15(e) as of December 31, 2009. Commencing by the fiscal year ended December 31, 2010, the independent registered
public accounting firm auditing a company’s financial statements must also attest to and report on management’s assessment
of the effectiveness of the company’s internal controls over financial reporting as well as the operating effectiveness
of the company’s internal controls. However, there can be no assurance that we will receive a positive attestation from
our independent auditors. In the event we are unable to receive a positive attestation from our independent auditors with respect
to our internal controls, investors and others may lose confidence in the reliability of our financial statements. 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 or compliance with the policies or procedures may deteriorate.



We may be affected
by global climate change or by legal, regulatory, or market responses to such change.



The
growing political and scientific sentiment is that increased concentrations of carbon dioxide and other greenhouse gases in the
atmosphere are influencing global weather patterns. Changing weather patterns, along with the increased frequency or duration
of extreme weather conditions, could impact the availability or increase the cost of key raw materials that we use to produce
our products. Additionally, the sale of our products can be impacted by weather conditions.



Laws
enacted that directly or indirectly affect our production, distribution (which, in particular, could place restrictions on our
use of delivery vehicles), packaging, cost of raw materials, fuel, ingredients, and water could all impact our business and financial
results.



16







Item
2. Description of Property



MIT
is headquartered in Los Angeles, CA at 11835 W. Olympic Blvd, Suite 1235E, while its administrative offices are at 601 Jefferson
Davis Hwy, Suite 201, in Fredericksburg, VA. The operating clinic is located at a rented facility at 115 Echols Street, consists
of a building, with a warehouse for inventory and is also the location of MIT’s pharmacy, clean room for compounding and
the Savannah ambulatory center. 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 clinic facility located at 115 Echols St., Savannah, GA provides for rent of $3,000 per month and is on a month
    to month basis. This lease is personally guaranteed by William C. Parker, Co-Chairman of the Board.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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 currently involved in a number of 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. RESERVED



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’
OTCQB under the ticker symbol “MITD “. 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.



|Period                         |  | High |     |  | Low |  
|------------------------------ |  | ---- | --- |  | --- | -
|                               |  |      |     |  |     |  
|2013:                          |  |      |     |  |     |  
|Quarter
    Ended March 31     |  | $    | .40 |  |     | $
|Quarter
    Ended June 30      |  |      | .12 |  |     |  
|Quarter
    Ended September 30 |  |      | .50 |  |     |  
|Quarter
    Ended December 31  |  |      | .40 |  |     |  
|2012:                          |  |      |     |  |     |  
|Quarter
    Ended March 31     |  | $    | .04 |  |     | $
|Quarter
    Ended June 30      |  |      | .04 |  |     |  
|Quarter
    Ended September 30 |  |      | .04 |  |     |  
|Quarter
    Ended December 31  |  |      | .04 |  |     |  



17







Holders
Of Record



According
to the Company’s transfer agent, the Company had approximately 126 stockholders of record as of April 12, 2014. 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.



Transfer Agent



Our
transfer agent is Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004, Telephone number
(212) 509-4000.



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



In
the first quarter of 2009, the Board of Directors authorized the issuance of a total of 850,000 shares of common stock to Board
Members and key employees valued at a price of $0.03 per share, or $25,500 total. In the fourth quarter of 2009, the Board of
Directors authorized the issuance of 2,139,937 shares of common stock to Board Members valued at prices ranging from $0.04 per
share to $0.76 per share, or $148,352 total. The Company included the $173,582 estimated fair value of the shares in selling,
general and administrative expenses in the accompanying statement of operations for the year ended December 31, 2009 and increased
common stock and additional paid-in capital by the same amount. In the first quarter of 2010, the Board of Directors authorized
the issuance of 320,000 shares of common stock to key employees for $0.04 per share or $12,400. The Company also converted 100
shares of preferred stock into 200,000 shares of common stock in the fourth quarter of 2010.



Pursuant
the New Loan, the Company issued Globank 5,000,000 restricted shares of its common stock on January 19, 2011 and Globank agreed
not to transfer the stock without the Company’s prior written consent and appointed the Company’s Chairman of the
Board as its proxy with respect to the stock for all voting purposes through December 31, 2013, the maturity date of this loan.
The Company agreed to redeem the stock no later than January 1, 2014 for an amount equal to $250,000 (the “Minimum Stock
Redemption Amount”) plus 50% of the excess of the Payoff Value (based on the average closing sales price of the stock for
the 5 consecutive trading days immediately preceding the Payoff Date) over $250,000, if any. The New Loan also provides for anti-dilution
rights to Globank.



18







ITEM
6. SELECTED FINANCIAL INFORMATION



Following
is a summary of our operations and financial condition from 2010 through 2013. You are urged to review the detailed audited financial
statements and accompanying footnotes for a complete understanding of our operations.



|                                                   |  | 2013 |            |   | 2012 |   |            | 2011 |  |  | 2010       |  
|-------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- |  |  | ---------- | -
|Net
    sales                                      |  | $    | 1,562,906  |   |      | $ | 3,355,518  |      |  |  | 5,933,206  |  
|Net
    income(loss) from continuing operations    |  | $    | (980,830   | ) |      | $ | (1,136,555 | )    |  |  | (1,729,764 | )
|Net
    income(loss) from discontinuing operations |  | $    |            |   |      | $ |            |      |  |  | 400,000    |  
|Net
    income(loss)                               |  | $    | (1,412,762 | ) |      | $ | (1,136,555 | )    |  |  | (1,437,566 | )
|Net
    income(loss) per Common share              |  | $    | (.05       | ) |      | $ | (.01       | )    |  |  | (.03       | )
|Total
    assets                                   |  | $    | 821,217    |   |      | $ | 903,802    |      |  |  | 1,435,375  |  
|Long-term
    debt                                 |  | $    | -          |   |      | $ | 953,988    |      |  |  | 718,516    |  
|Working
    capital                                |  | $    | (4,589,837 | ) |      | $ | (2,410,839 | )    |  |  | (1,786,841 | )
|Stockholders’
    equity                           |  | $    | (4,152,827 | ) |      | $ | (3,548,469 | )    |  |  | (2,241,913 | )



No
cash dividends have been paid during any of the periods stated above.



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. MIT has contracts with other
infusion operations.



Overview



Through
its subsidiaries, MIT prepares intravenous medication for home infusion by the patient, operates an ambulatory center where intravenous
infusions are administered and sells and rents home medical equipment. MIT and its subsidiaries have been based in Savannah, Georgia
for years and operates an ambulatory care center there. Our home infusion and ambulatory center accounts for the majority of our
revenues and is anticipated to be our most significant area of growth. MIT is currently negotiating with several service facilities.



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.



19







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.



Revenue
Recognition



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



Advertising
Cost



Advertising
cost is expensed as incurred.



Estimates



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



New
Accounting Pronouncements



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



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



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



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



20







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.



Results of Operations



Comparison
of year ended December 31, 2013 to the year ended December 31, 2012.



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



|                                  |  |          |            |   | Wholesale/    |  |         |            |  |  |           |   |  |          |         
|--------------------------------- |  | -------- | ---------- | - | ------------- |  | ------- | ---------- |  |  | --------- | - |  | -------- | --------
|                                  |  | Infusion |            |   | International |  |         | Ambulatory |  |  | DME       |   |  | Combined |         
|2013                              |  |          |            |   |               |  |         |            |  |  |           |   |  |          |         
|Revenue                           |  | $        | 811,076    |   |               |  | -       |            |  |  | 231,351   |   |  |          | 520,480 
|Income
    (loss) from operations |  |          | (1,328,368 | ) |               |  | -       |            |  |  | 92,177    |   |  |          | 112,362 
|Interest
    expense              |  |          | 430,832    |   |               |  | -       |            |  |  | 0         |   |  |          | 0       
|Depreciation
    and amortization |  |          | -          |   |               |  | -       |            |  |  | 0         |   |  |          | 0       
|Assets                            |  |          | 699,992    |   |               |  | -       |            |  |  | 51,434    |   |  |          | 119,791 
|2012                              |  |          |            |   |               |  |         |            |  |  |           |   |  |          |         
|Revenue                           |  | $        | 2,129,292  |   |               |  | 9,300   |            |  |  | 798,110   |   |  |          | 418,816 
|Income
    (loss) before taxes    |  |          | (772,539   | ) |               |  | (41,619 | )          |  |  | (-192,424 | ) |  |          | (129,273
|Interest
    expense              |  |          | 194,567    |   |               |  | 0       |            |  |  | 0         |   |  |          | 0       
|Depreciation
    and amortization |  |          | 29,997     |   |               |  | 0       |            |  |  | 0         |   |  |          | 0       
|Assets                            |  |          | 612,171    |   |               |  | 0       |            |  |  | 118,284   |   |  |          | 173,347 



21







Revenues



Consolidated
revenues for the year ended 2013 were $1,562,906 as compared to $3,355,518 for the year ended December 31, 2012, representing
an decrease of $1,792,611 or 53.2%. Consolidated cost of sales for the year ended December 31, 2013 were $694,092 or 44.4% of
sales as compared to cost of sales for the year ended December 31, 2012 of $1,515,905 or 45.2% of sales. This resulted in a gross
profit for the year ended December 31, 2013 of $868,814 or 55.6% as compared to gross profit for the year ended December 31, 2012
of $1,839,613 or 54.6%. The decrease in our consolidated revenues for the year ended 2012 were the result of decreasing referrals
and therapies administered. The decrease in the costs of good sold and the gross profit is directly related to mail order drugs
supplied by certain health plans and decreases in referrals in the clinic. For the year ended 2012, the ambulatory division sales
decreased by $566,759 while costs of goods sold for the division remained flat as a percentage of sales resulting in a gross profit
of $162,690. Revenues for the infusion division decreased by $1,318,216 while cost of goods were reduced by $634,947 to $299,719
for the year resulting in a decrease in gross profit of $511,357.



Operating
Expenses



Total
operating expenses decreased $768,527 or a 32.9% decrease to $1,992,892 for the year ended December 31, 2013 from $2,761,171 for
the year ended December 31, 2012.



The
decrease in operating expense is attributable to a decrease in consulting expenses of $325,124 and reduced headcount during 2013
resulting in $364,367 decrease in labor expenses. The major components of operating expense include:



| | ● | Salaries
    and payroll related costs decreased $364,357 to $585,683 for the year ended December 31, 2013 as compared to $950,050 for
    the year ended December 31, 2012, a decrease of 38.3%. The decrease was due primarily to the realignment of personnel at a
    decreased cost and reduced headcount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ● | Sales,
    general and administrative expenses decreased $316,123 or 20.0% to $1,265,061 for the year ended December 31, 2013 as compared
    to $1,581,183 for the year ended December 31, 2012. The decrease was due primarily to expenses for consulting and contract
    labor offset by increases in legal fees. Bad debt expense decreased $58,041 from $199,941 to $141,900. Additional decreases
    in spending were in marketing expenses, insurance and office expense offset by increase in expenses relating to consulting
    fees and a decrease in payroll related costs. Consulting fees were $132,762; lease expense was $62,704; Insurance expense
    was $23,247; legal and professional expense was $270,788. Additional expenses included office expense of $35,928; automobile
    expense of $21,197; telephone expense of $35,215 and banking related expenses of $28,181.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ● | Depreciation
        and amortization decreased $6,965 or 100.0% to $0 for the year ended December 31, 2013 as compared to $6,965 for the year
        ended December 31, 2012. The decrease was attributable to the reduction in capital spending over recent years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



Operating
Income



Operating
income increased $202,271 or 32.9% to ($1,123,629) for the year ended December 31, 2013 from $(921,558) for the year ended December
31, 2012. Operating income as a percentage of gross revenue was (71.9%) for the year ended December 31, 2013 as compared to (27.5%)
for the year ended December 31, 2012.



Income
Tax



There
was no tax liability for 2013 and 2012 due to losses sustained in both years.



22







Net
income



As
a result of the above factors, net income (loss) decreased to ($1,554,661) for the year ended December 31, 2013 from $(1,136,555)
for the year ended December 31, 2012.



Liquidity
and Capital Resources



As
of December 31, 2013, we had cash of $38,336 as compared to $52,758 at December 31, 2012. For the year ended December 31, 2013,
net cash used by operating activities aggregated ($619,350) as compared to cash used by operations for the year ended December
31, 2012 of ($70,585) .



On
December 31, 2010, the Company entered into the New Loan with Globank to modify the original agreement and original note dated
July 29, 2008. Pursuant to the New Loan and Amended and Restated Promissory Note, the principal amount increased from $500,000
to $1,037,727, the maturity date was extended from July 29, 2010 to January 1, 2014,and the interest rate was reduced from 60%
to 14.9% per annum.



Our
inability to achieve sufficient increases 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



MIT
HOLDING, INC.

CONSOLIDATED
BALANCE SHEETS



|                                                                                                                                                                                                                  |  | December
    31, 2013      |             |   | December
    31, 2012      |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ----------- | - | -------------------------- | -
|                                                                                                                                                                                                                  |  | (Unaudited and unreviewed) |             |   | (Unaudited and unreviewed) |  
|ASSETS                                                                                                                                                                                                            |  |                            |             |   |                            |  
|CURRENT ASSETS                                                                                                                                                                                                    |  |                            |             |   |                            |  
|Cash and cash equivalents                                                                                                                                                                                         |  | $                          | 38,337      |   |                            | $
|                                                                                                                                                                                                                  |  |                            |             |   |                            |  
|Accounts receivable, net of allowance
    for doubtful accounts of $342,027 and $200,127, respectively                                                                                                            |  |                            | 180,516     |   |                            |  
|Inventories                                                                                                                                                                                                       |  |                            | 135,911     |   |                            |  
|Employee advances                                                                                                                                                                                                 |  |                            | 450         |   |                            |  
|Prepaid expenses and other current assets                                                                                                                                                                         |  |                            | 9,526       |   |                            |  
|                                                                                                                                                                                                                  |  |                            |             |   |                            |  
|Total current assets                                                                                                                                                                                              |  |                            | 364,740     |   |                            |  
|                                                                                                                                                                                                                  |  |                            |             |   |                            |  
|PROPERTY AND EQUIPMENT, net of accumulated
    depreciation of $126,373 and $126,373, respectively                                                                                                                |  |                            | 27,256      |   |                            |  
|                                                                                                                                                                                                                  |  |                            |             |   |                            |  
|OTHER ASSETS                                                                                                                                                                                                      |  |                            |             |   |                            |  
|Note Receivable from purchaser of discontinued
    operation and amounts due to from related companies                                                                                                            |  |                            | 479,221     |   |                            |  
|Non-compete agreement, net of accumulated
    amortization of $171,255 and $137,925 respectively                                                                                                                  |  |                            | -           |   |                            |  
|                                                                                                                                                                                                                  |  |                            |             |   |                            |  
|Total other assets                                                                                                                                                                                                |  |                            | 479,221     |   |                            |  
|                                                                                                                                                                                                                  |  |                            |             |   |                            |  
|TOTAL ASSETS                                                                                                                                                                                                      |  | $                          | 871,217     |   |                            | $
|                                                                                                                                                                                                                  |  |                            |             |   |                            |  
|LIABILITIES AND STOCKHOLDERS’
    DEFCICIENCY                                                                                                                                                                     |  |                            |             |   |                            |  
|CURRENT LIABILITIES                                                                                                                                                                                               |  |                            |             |   |                            |  
|Accounts payable and accrued expenses                                                                                                                                                                             |  | $                          | 3,403,446   |   |                            | $
|Current portion of long-term debt                                                                                                                                                                                 |  |                            | 1,213,647   |   |                            |  
|                                                                                                                                                                                                                  |  |                            |             |   |                            |  
|Total current liabilities                                                                                                                                                                                         |  |                            | 4,617,093   |   |                            |  
|                                                                                                                                                                                                                  |  |                            |             |   |                            |  
|Long-term debt                                                                                                                                                                                                    |  |                            | -           |   |                            |  
|Common stock subject to mandatory
    redemption; 5,000,000 shares issuable at December 31, 2010 (Note F)                                                                                                         |  |                            | 250,000     |   |                            |  
|Estimated liability for equity-based financial
    instruments with characteristics of liabilities:                                                                                                               |  |                            |             |   |                            |  
|Series A Convertible Preferred stock (1,796.73
    and 1,796.73 shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively)                                                           |  |                            | 151,738     |   |                            |  
|Series B Preferred Stock 1,100,000 authorized
    , 0 issued (Note H)                                                                                                                                             |  |                            |             |   |                            |  
|Warrants                                                                                                                                                                                                          |  |                            | 5,213       |   |                            |  
|                                                                                                                                                                                                                  |  |                            |             |   |                            |  
|TOTAL LIABILITIES                                                                                                                                                                                                 |  |                            | 4,315,069   |   |                            |  
|                                                                                                                                                                                                                  |  |                            |             |   |                            |  
|STOCKHOLDERS’ DEFICIENCY                                                                                                                                                                                          |  |                            |             |   |                            |  
|Preferred stock, $0.000001 par value;
    5,000,000 shares authorized, 1,796.73 and 1,796.73 shares issued and outstanding at December 31, 2013 and December 31, 2012,
    respectively (included in liabilities) |  |                            | -           |   |                            |  
|Series B Preferred Stock $.000001 par
    value 1,100,000 shares authorized , 1,100,000 and 1,100,000 issued and outstanding at December 31, 2013 and 2012.                                                       |  |                            | 1           |   |                            |  
|                                                                                                                                                                                                                  |  |                            |             |   |                            |  
|Common stock, $0.000001 par value; 250,000,000
    shares authorized, 8,826,081,and 28,910,601 shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively                             |  |                            | 139         |   |                            |  
|Additional paid-in capital                                                                                                                                                                                        |  |                            | 8,259,648   |   |                            |  
|Accumulated deficit                                                                                                                                                                                               |  |                            | (12,412,615 | ) |                            |  
|                                                                                                                                                                                                                  |  |                            |             |   |                            |  
|Total stockholders’ equity (deficiency)                                                                                                                                                                           |  |                            | (4,152,827  | ) |                            |  
|                                                                                                                                                                                                                  |  |                            |             |   |                            |  
|TOTAL LIABILITIES AND STOCKHOLDERS’
    DEFICIENCY                                                                                                                                                                |  | $                          | 871,217     |   |                            | $



The
accompanying notes are an integral part of these statements



F-1







MIT
HOLDING, INC.

CONSOLIDATED
STATEMENTS OF OPERATIONS

FOR
THE YEARS ENDED DECEMBER 31, 2013 AND 2011



|                                                                                                                               |  | December
    31, 2013      |            |   | December
    31, 2012      |  
|------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------- | ---------- | - | -------------------------- | -
|                                                                                                                               |  | (Unaudited and unreviewed) |            |   | (Unaudited and unreviewed) |  
|Revenue                                                                                                                        |  |                            |            |   |                            |  
|                                                                                                                               |  |                            |            |   |                            |  
|Sales and services
    rendered                                                                                                |  | $                          | 1,562,906  |   |                            | $
|                                                                                                                               |  |                            |            |   |                            |  
|Cost of medical supplies                                                                                                       |  |                            | 694,092    |   |                            |  
|                                                                                                                               |  |                            |            |   |                            |  
|Gross profit                                                                                                                   |  |                            | 868,814    |   |                            |  
|                                                                                                                               |  |                            |            |   |                            |  
|Operating Expenses                                                                                                             |  |                            |            |   |                            |  
|Salaries and payroll cost                                                                                                      |  |                            | 585,683    |   |                            |  
|Selling, general and administrative                                                                                            |  |                            | 1,265,061  |   |                            |  
|Provision for doubtful accounts                                                                                                |  |                            | 141,900    |   |                            |  
|Depreciation and amortization                                                                                                  |  |                            | -          |   |                            |  
|                                                                                                                               |  |                            |            |   |                            |  
|Total operating expenses                                                                                                       |  |                            | 1,992,644  |   |                            |  
|                                                                                                                               |  |                            |            |   |                            |  
|Income (loss) from operations                                                                                                  |  |                            | (1.123,830 | ) |                            |  
|                                                                                                                               |  |                            |            |   |                            |  
|Other income (expense):                                                                                                        |  |                            |            |   |                            |  
|Income (expense) from revaluation
    of equity-based financial instruments with characteristics of liabilities at fair values |  |                            | -          |   |                            |  
|Interest expense                                                                                                               |  |                            | (430,832   | ) |                            |  
|                                                                                                                               |  |                            |            |   |                            |  
|Income (loss) before provision
    for income taxes                                                                            |  |                            | (1,554,662 | ) |                            |  
|                                                                                                                               |  |                            |            |   |                            |  
|Provision for income taxes                                                                                                     |  |                            | -          |   |                            |  
|                                                                                                                               |  |                            |            |   |                            |  
|Net income (loss) from continuing
    operations                                                                               |  |                            | (1,554,662 | ) |                            |  
|                                                                                                                               |  |                            |            |   |                            |  
|Discontinued operations (Note
    O):                                                                                          |  |                            |            |   |                            |  
|Loss from operations of discontinued
    operations                                                                            |  |                            |            |   |                            |  
|Gain
    on disposition of discontinued operations                                                                             |  |                            |            |   |                            |  
|Income
    from discontinued operations                                                                                        |  |                            |            |   |                            |  
|                                                                                                                               |  |                            |            |   |                            |  
|Net income (loss)                                                                                                              |  |                            | (1.554.662 | ) |                            |  
|                                                                                                                               |  |                            |            |   |                            |  
|Increase
    in cumulative dividends payable on Series A Preferred Stock                                                       |  |                            |            |   |                            |  
|                                                                                                                               |  |                            |            |   |                            |  
|Net income (loss) attributable
    to common stockholders                                                                      |  | $                          | (1,554,661 | ) |                            | $
|                                                                                                                               |  |                            |            |   |                            |  
|Net loss per common share - basic and
    diluted:                                                                             |  |                            |            |   |                            |  
|Continuing operations                                                                                                          |  | $                          | (0.05      | ) |                            | $
|Discontinued operations                                                                                                        |  |                            | 0.00       |   |                            |  
|Total                                                                                                                          |  | $                          | (0.05      | ) |                            | $
|                                                                                                                               |  |                            |            |   |                            |  
|Weighted average number of common shares outstanding:                                                                          |  |                            |            |   |                            |  
|Basic and diluted                                                                                                              |  |                            | 28,910,601 |   |                            |  



The
accompanying notes are an integral part of these statements.



F-2







MIT
HOLDING, INC.



CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)



|                                                                                |  | Serries B Preferred Stock |           |  | $0.000001 par value |  |   | Common Stock, $0.000001 par value |  |  |            |  |  | Additional paid - in |     |  | Accumulated |   |           | Total  Stockholders’ | 
|------------------------------------------------------------------------------- |  | ------------------------- | --------- |  | ------------------- |  | - | --------------------------------- |  |  | ---------- |  |  | -------------------- | --- |  | ----------- | - | --------- | -------------------- | 
|                                                                                |  | Shares                    |           |  | Amount              |  |   | Shares                            |  |  | Amount     |  |  | Capital              |     |  | Deficit     |   |           | (Deficiency)         | 
|                                                                                |  |                           |           |  |                     |  |   |                                   |  |  |            |  |  |                      |     |  |             |   |           |                      | 
|Balance at December 31, 2010                                                    |  |                           |           |  |                     |  |   |                                   |  |  | 5,225,457  |  |  |                      | 52  |  |             |   | 6,279,362 |                      | 
|                                                                                |  |                           |           |  |                     |  |   |                                   |  |  |            |  |  |                      |     |  |             |   |           |                      | 
|Unaudited and unreviewed:                                                       |  |                           |           |  |                     |  |   |                                   |  |  |            |  |  |                      |     |  |             |   |           |                      | 
|                                                                                |  |                           |           |  |                     |  |   |                                   |  |  |            |  |  |                      |     |  |             |   |           |                      | 
|Issuance of common stock for services
    in first quarter 2011                 |  |                           |           |  |                     |  |   |                                   |  |  | 42,00      |  |  |                      | -   |  |             |   | 1,470     |                      | 
|                                                                                |  |                           |           |  |                     |  |   |                                   |  |  |            |  |  |                      |     |  |             |   |           |                      | 
|Issuance of common stock for services
    in third quarter 2011                 |  |                           |           |  |                     |  |   |                                   |  |  | 2,910,424  |  |  |                      | 29  |  |             |   | 1,164,141 |                      | 
|                                                                                |  |                           |           |  |                     |  |   |                                   |  |  |            |  |  |                      |     |  |             |   |           |                      | 
|Net loss for the year ended December 31,
    2011                               |  |                           |           |  |                     |  |   |                                   |  |  | -          |  |  |                      | -   |  |             |   |           |                      | 
|                                                                                |  |                           |           |  |                     |  |   |                                   |  |  |            |  |  |                      |     |  |             |   |           |                      | 
|Balance at December 31, 2011                                                    |  |                           |           |  |                     |  |   |                                   |  |  | 8,140,0,81 |  |  |                      | 81  |  |             |   | 7,444,973 |                      | 
|                                                                                |  |                           |           |  |                     |  |   |                                   |  |  |            |  |  |                      |     |  |             |   |           |                      | 
|Issuance of common stock for services
    in third quarter of 2012              |  |                           |           |  |                     |  |   |                                   |  |  | 686,000    |  |  |                      | 7   |  |             |   | 137,193   |                      | 
|                                                                                |  |                           |           |  |                     |  |   |                                   |  |  |            |  |  |                      |     |  |             |   |           |                      | 
|Net loss for the year ended December 31,
    2012                               |  |                           |           |  |                     |  |   |                                   |  |  | -          |  |  |                      | -   |  |             |   |           |                      | 
|                                                                                |  |                           |           |  |                     |  |   |                                   |  |  |            |  |  |                      |     |  |             |   |           |                      | 
|Balance at December 31, 2012                                                    |  |                           |           |  |                     |  |   |                                   |  |  | 8,826,081  |  |  |                      | 88  |  |             |   | 7,582,166 |                      | 
|                                                                                |  |                           |           |  |                     |  |   |                                   |  |  |            |  |  |                      |     |  |             |   |           |                      | 
|Issuance of common stock for services
    in first quarter of 2013              |  |                           |           |  |                     |  |   |                                   |  |  | 3,584,520  |  |  |                      | 35  |  |             |   | 107,501   |                      | 
|                                                                                |  |                           |           |  |                     |  |   |                                   |  |  |            |  |  |                      |     |  |             |   |           |                      | 
|Issuance of Series B Preferred stock for
    services in second quarter of 2013 |  |                           | 1,100,000 |  |                     |  | 1 |                                   |  |  |            |  |  |                      |     |  |             |   | 79,997    |                      | 
|                                                                                |  |                           |           |  |                     |  |   |                                   |  |  |            |  |  |                      |     |  |             |   |           |                      | 
|Issuance of common stock for services
    in second quarter 2013                |  |                           |           |  |                     |  |   |                                   |  |  | 16,500,000 |  |  |                      | 16  |  |             |   | 494,984   |                      | 
|                                                                                |  |                           |           |  |                     |  |   |                                   |  |  |            |  |  |                      |     |  |             |   |           |                      | 
|Net loss for the year ended December 31,
    2013                               |  |                           |           |  |                     |  |   |                                   |  |  | -          |  |  |                      | -   |  |             |   |           |                      | 
|                                                                                |  |                           |           |  |                     |  |   |                                   |  |  |            |  |  |                      |     |  |             |   |           |                      | 
|Balance at December 31, 2013                                                    |  |                           | 1,100,000 |  |                     |  | 1 |                                   |  |  | 28,910,601 |  |  | $                    | 139 |  |             | $ | 8,264,650 |                      | 



The
accompanying notes are an integral part of these statements.



F-3







MIT
HOLDING, INC.

CONSOLIDATED
STATEMENTS OF CASH FLOWS

FOR
THE YEARS ENDED DECEMBER 31, 2013 AND 2012



|                                                                                                                                                       |  | December
    31, 2013      |            |   | December
    31, 2012 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------- | ---------- | - | --------------------- | -
|                                                                                                                                                       |  | (Unaudited and unreviewed) |            |   |                       |  
|OPERATING ACTIVITIES                                                                                                                                   |  |                            |            |   |                       |  
|Net income (loss)                                                                                                                                      |  | $                          | (1,554,662 | ) |                       | $
|Income from discontinued operations                                                                                                                    |  |                            |            |   |                       |  
|Adjustments to reconcile net
    income (loss) to cash provided by (used for) operating activities:                                                    |  |                            |            |   |                       |  
|Income from revaluation of equity-based
    financial instruments with characteristics of liabilities at fair values                                   |  |                            | -          |   |                       |  
|Depreciation and amortization                                                                                                                          |  |                            | -          |   |                       |  
|Issuance of common stock for
    services                                                                                                              |  |                            |            |   |                       |  
|Provision for doubtful accounts                                                                                                                        |  |                            | 141,900    |   |                       |  
|Changes in operating assets and
    liabilities:                                                                                                       |  |                            |            |   |                       |  
|Accounts receivable                                                                                                                                    |  |                            | (86,180    | ) |                       |  
|Inventories                                                                                                                                            |  |                            | 6,967      |   |                       |  
|Prepaid expenses and other current
    assets                                                                                                          |  |                            | 15,000     |   |                       |  
|Employee advances                                                                                                                                      |  |                            | 980        |   |                       |  
|Accounts payable and accrued
    expenses                                                                                                              |  |                            | 917,147    |   |                       |  
|Net cash provided by (used for
    ) operating activities                                                                                              |  |                            | (619,350   | ) |                       |  
|INVESTING ACTIVITIES                                                                                                                                   |  |                            |            |   |                       |  
|Issuance of notes payable for trade payables                                                                                                           |  |                            | -          |   |                       |  
|                                                                                                                                                       |  |                            | -          |   |                       |  
|                                                                                                                                                       |  |                            |            |   |                       |  
|Net cash used for investing activities                                                                                                                 |  |                            |            |   |                       |  
|                                                                                                                                                       |  |                            |            |   |                       |  
|FINANCING ACTIVITIES                                                                                                                                   |  |                            |            |   |                       |  
|Issuance of stock for acquisition                                                                                                                      |  |                            | 682,536    |   |                       |  
|Repayment of debt                                                                                                                                      |  |                            | (77,606    | ) |                       |  
|                                                                                                                                                       |  |                            |            |   |                       |  
|Net cash used for financing
    activities                                                                                                             |  |                            | (604,930   | ) |                       |  
|                                                                                                                                                       |  |                            |            |   |                       |  
|NET INCREASE (DECREASE) IN CASH                                                                                                                        |  |                            | (14,420    | ) |                       |  
|                                                                                                                                                       |  |                            |            |   |                       |  
|CASH BALANCE BEGINNING OF PERIOD                                                                                                                       |  |                            | 52,757     |   |                       |  
|                                                                                                                                                       |  |                            |            |   |                       |  
|CASH BALANCE END OF PERIOD                                                                                                                             |  | $                          | 38,337     |   |                       | $
|                                                                                                                                                       |  |                            |            |   |                       |  
|Supplemental Disclosures:                                                                                                                              |  |                            |            |   |                       |  
|Interest                                                                                                                                               |  | $                          | 430,882    |   |                       | $
|Taxes                                                                                                                                                  |  | $                          | -          |   |                       | $
|                                                                                                                                                       |  |                            |            |   |                       |  
|Common stock subject to mandatory redemption
    issuable to Globank Corp. pursuant to December 31, 2012 loan modification (charged to debt discounts) |  | $                          | 250,000    |   |                       | $



The
accompanying notes are an integral part of these statements.



F-4







MIT
HOLDING, INC.



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited
and unreviewed with respect to year ended December 31, 2013)



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



|1. | Nature
    of Operations/ Basis of Presentation
|-- | -----------------------------------------------



Nature
of Operations



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



Medical
Infusion Technologies, Inc. was incorporated in November 1991 in the state of Georgia. On July 6, 2006, an agreement and plan
of merger was made between MIT Holding, Inc., a Delaware corporation, Medical Infusion Technologies, Inc., and MIT Acquisition
A, Inc. By this agreement, MIT Holding, Inc. became the parent company and Medical Infusion Technologies, Inc. and MIT Ambulatory
Care Center, Inc., the wholly-owned subsidiaries.



MIT
Holding, Inc. Merger with Convention All Holdings, Inc.



Our
company was formerly known as Convention All Holdings, Inc. and, on 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. 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., a Delaware corporation, 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.,
a Delaware corporation (“MIT International”).



F-5







MIT
HOLDING, INC.



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited
and unreviewed with respect to year ended December 31, 2013)



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



| | Basis
    of Presentation
| | -------------------------



The
accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted
in the United States of America.



|2. | Principles
    of Consolidation
|-- | -------------------------------



The
accompanying consolidated financial statements include the accounts of MIT Holdings, Inc and its wholly owned subsidiaries. All
intercompany balances and transactions have been eliminated in consolidation.



|3. | Use
    of estimates
|-- | --------------------



The
preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.



|4. | 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, 2013 and December 31, 2012.



|5. | Fair
    Value of Financial Instruments
|-- | ---------------------------------------



The
Company’s financial instruments consist of cash and cash equivalents, accounts receivable, net, accounts payable and accrued
expenses, and debt. The fair value of these financial instruments approximate their carrying amounts reported in the balance sheets
due to the short term maturity of these instruments or based upon market quotations or quotations of instruments with similar
interest rates and similar maturities.



|6. | 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.



F-6







MIT
HOLDING, INC.



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited
and unreviewed with respect to year ended December 31, 2013)



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



|7. | 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.



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



|Furniture
    and fixtures |  | 5-
    7 years
|-------------------------- |  | --------------
|Computer
    equipment     |  | 3-
    7 years
|Vehicles                   |  | 5-
    7 years



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



|8. | Long-Lived
    Assets
|-- | ---------------------



Property
and equipment and other long-lived assets, including non-compete agreements, are evaluated for impairment whenever events or conditions
indicate that the carrying value of an asset may not be recoverable, but not less than annually. If the sum of undiscounted cash
flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between
the fair value and carrying value of the asset or group of assets.



|9. | 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.



|10. | Stock-Based
    Compensation
|--- | ----------------------------



Stock-based
compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) 718, “Compensation-
Stock Compensation”.



F-7











MIT
HOLDING, INC.



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited
and unreviewed with respect to year ended December 31, 2013)



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



In
addition to requiring supplemental disclosures, ASC 718, Compensation – Stock Compensation, addresses the accounting
for share-based payment transactions in which a company receives goods in exchange for (a) equity instruments of the company or
(b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance
of such equity instruments. FASB ASC 718 focuses primarily on accounting for transactions in which a company obtains employee
services in share-based payment transactions.



References
to the issuances of restricted stock refer to stock of a public company issued in private placement transactions to individuals
who are eligible to sell all or some of their shares of restricted Common Stock pursuant to Rule 144 promulgated under the Securities
Act of 1933 (“Rule 144”), subject to certain limitations. In general, pursuant to Rule 144, a stockholder who is not
an affiliate and has satisfied a six-month holding period may sell all of his restricted stock without restriction, provided that
the Company has current information publicly available. Rule 144 also permits, under certain circumstances, the sale of restricted
stock, without any limitations, by a non-affiliate of the Company that has satisfied a one-year holding period.



|11. | Advertising
    Costs
|--- | ---------------------



Advertising
costs are expensed as incurred. Advertising expense totaled $ 38,140 for the year ended December 31, 2013 and $ 112,844 for the
year ended December 31, 2012.



|12. | Income
    Taxes
|--- | ----------------



Deferred
income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts
in the financial statements by applying enacted statutory tax rates expected to apply in the years in which these temporary differences
are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is not more likely than not that some portion or all of the deferred tax assets will be realized. Current income taxes are
provided for in accordance with the laws of the relevant taxing authorities.



|13. | Net
    Income (Loss) per Common Share
|--- | --------------------------------------



Basic
net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during
the period.



Diluted
net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities
(such as warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income
(loss) per share are excluded from the calculation.



F-8







MIT
HOLDING, INC.



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited
and unreviewed with respect to year ended December 31, 2013)



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



For
the years ended December 31, 2013 and 2009, diluted weighted average number of common shares outstanding exclude 3,593,460 (2009:
3,793,460) shares issuable on conversion of Series A Preferred Stock, 600,000 shares issuable on exercise of outstanding options
and 8,418,780 shares issuable on exercise of outstanding warrants.



|14. | Reclassifications
|--- | -----------------



Certain
prior period amounts have been reclassified to conform to the current period presentation.



|15. | Recent
    Accounting Pronouncements
|--- | ------------------------------------



Effective
for interim and annual periods ending after September 15, 2009, the FASB Accounting Standards Codification (the “Codification”)
is the single source of authoritative literature of U.S. generally accepted accounting principles (“GAAP”). The Codification
consolidates all authoritative accounting literature into one internet-based research tool, which supersedes all preexisting accounting
and reporting standards, excluding separate rules and other interpretive guidance released by the SEC. New accounting guidance
is now issued in the form of Accounting Standards Updates, which update the Codification. The adoption of the Codification did
not result in any change in the Company’s significant accounting policies.



F-9







MIT
HOLDING, INC.



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited
and unreviewed with respect to year ended December 31, 2013)



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



In
August 2009, the FASB issued an update to ASC 820. This Accounting Standards Update (“ASU”) No. 2009-5, Measuring
Liabilities at Fair Value (“ASU 2009-5”) amends the provisions in ASC 820 related to the fair value measurement of
liabilities and clarifies for circumstances in which a quoted price in an active market for the identical liability is not available.
ASU 2009-5 is intended to reduce potential ambiguity in financial reporting when measuring the fair value of liabilities. ASU
2009-5 was effective for the Company in the first quarter of fiscal year 2010. ASU 2009-5 concerns disclosure only. The adoption
of ASU 2009-5 did not have a material effect on the Company’s consolidated financial statements.



In
December 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-17, which codifies SFAS No. 167, Amendments
to FASB Interpretation No. 46(R) issued in June 2009. ASU 2009-17 requires a qualitative approach to identifying a controlling
financial interest in a variable interest entity (“VIE”), and requires ongoing assessment of whether an entity is
a VIE and whether an interest in a VIE makes the holder the primary beneficiary of the VIE. ASU 2009-17 is effective for annual
reporting periods beginning after November 15, 2009. The adoption of ASU 2009-17 did not have a material effect on the Company’s
financial statements.



In
January 2010, the FASB issued ASU 2010-6, Improving Disclosures About Fair Value Measurements, which requires reporting entities
to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of
Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances, and settlements on a gross basis in
the reconciliation of Level 3 fair-value measurements. ASU 2010-6 is effective for annual reporting periods beginning after December
15, 2009, except for Level 3 reconciliation disclosures which are effective for annual periods beginning after December 15, 2010.
The Company believes that the adoption of ASU 2010- 6 will not have a material effect on its consolidated financial statements.



Certain
other accounting pronouncements have been issued by FASB and other standard setting organizations which are not yet effective
and have not yet been adopted by the Company. The impact on the Company’s consolidated financial position and results of
operations from adoption of these standards is not expected to be material.



NOTE
B—GOING CONCERN



At
December 31, 2013, the company had negative working capital of $1,185,879 and a stockholders’ deficiency of $2,247,789.
From inception the Company has incurred an accumulated deficit of $8,527,203. These factors raise substantial doubt as the Company’s
ability to continue as a 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. 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.



The
accompanying financial statements do not include any adjustments related to the recoverability or 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.



F-10







MIT
HOLDING, INC.



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited
and unreviewed with respect to year ended December 31, 2013)



NOTE
C – ACCOUNTS RECEIVABLE



Accounts
receivable consist of:



|                                |  | December
    31, |         
|------------------------------- |  | ---------------- | --------
|                                |  | 2013             |         
|Ambulatory care                 |  | $                | 102,963 
|Infusions                       |  |                  | 227,649 
|Durable medical equipment       |  |                  | 191,932 
|                                |  |                  |         
|Total                           |  |                  | 522,544 
|                                |  |                  |         
|Allowance for doubtful accounts |  |                  | (342,028
|                                |  |                  |         
|Net                             |  | $                | 180,516 



The
allowance for doubtful accounts changed as follows:



|                                |  | Year
    Ended December 31, |        
|------------------------------- |  | --------------------------- | -------
|                                |  | 2013                        |        
|Balance, beginning of year      |  | $                           | 200,127
|Provision for doubtful accounts |  |                             | 141,900
|                                |  |                             |        
|Balance, end of year            |  | $                           | 342,028



F-11







MIT
HOLDING, INC.



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited
and unreviewed with respect to year ended December 31, 2013)



NOTE
D – INVENTORIES



Inventories
consist of:



|                          |  | December
    31, |        
|------------------------- |  | ---------------- | -------
|                          |  | 2013             |        
|Ambulatory care           |  | $                | 33,978 
|Infusions                 |  |                  | 54,364 
|Durable medical equipment |  |                  | 47,569 
|Wholesale/International   |  |                  |        
|                          |  |                  |        
|Total                     |  | $                | 135,911



NOTE
E – NON-COMPETE AGREEMENT



Non-compete
agreement consists of:



|                                                                                                                                                               |  | December
    31, |         
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | --------
|                                                                                                                                                               |  | 2012             |         
|Consideration to seller of
    Infusion and Ambulatory (and Company’s chief operating officer) attributable to non-compete agreement executed May 10,
    2005 |  | $                | 200,000 
|                                                                                                                                                               |  |                  |         
|Accumulated amortization                                                                                                                                       |  |                  | (200,000
|                                                                                                                                                               |  |                  |         
|Net                                                                                                                                                            |  | $                | -       



The
non-compete agreement is being amortized over the estimated remaining period of the agreement (see Note M).



F-12







MIT
HOLDING, INC.



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited
and unreviewed with respect to year ended December 31, 2013)



NOTE
F – LONG-TERM DEBT



The
Company’s debt is as follows:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | December 31, |           |  | December 31, |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | --------- |  | ------------ | -
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | 2013         |           |  | 2012         |  
|Globank Corp., interest at
    14.9% payable monthly commencing January 1, 2001(interest at 60% in 2009 and 2010), due in monthly installments of $1,000
    from February 1, 2011 to December 1, 2013 and a balloon payment of $1,002,727 on January 1, 2014, secured by Company assets
    and guaranties of the Company’s chief executive officer and the Company’s three subsidiaries (less unamortized
    debt discounts of $410,000 and $0, respectively) MIT’s newly elected Co-Chairman and Co-President, Walter H.C. Drakeford
    (“Drakeford”) whom is also the Company’s new Chief Financial Officer, Secretary and Director has had a professional
    relationship with a financing entity in which the president of Globank is involved in. |  | $            | 694,227   |  |              | $
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              |           |  |              |  
|Cardinal Health fixed rate term note,
    interest at 10% due in monthly installments of principal and interest of $7,798 through April 10, 2014, secured by guaranty
    of the Company’s Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |              | 154,683   |  |              |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              |           |  |              |  
|Smith Medical – installment loan,
    interest at 12%, due in monthly installments of principal and interest of $5,212 through December 28,2013 , secured by Company
    assets and guaranty of the Company’s Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |              | 22,962    |  |              |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              |           |  |              |  
|Metro Medical – installment
    loan, interest at 12% due in monthly installments of principal and interest of $20,000 through August 20,2014, secured by
    Company assets and guaranty of the Company’s Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |              | 341595    |  |              |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              |           |  |              |  
|Total                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |              | 1,213,647 |  |              |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              |           |  |              |  
|Current portion of debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |              |           |  |              |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              |           |  |              |  
|Long – term debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | $            | 1,213,647 |  |              | $



At
December 31, 2013, the debt is due as follows:



|Year ending December 31,            |  |  |   |          
|----------------------------------- |  |  | - | ---------
|2013                                |  |  | $ | 1,213,647
|                                    |  |  |   |          
|Total                               |  |  |   | 1,213,647
|Less
    unamortized debt discounts |  |  |   | —        
|                                    |  |  |   |          
|Net                                 |  |  | $ | 1,213,647



F-13







NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited
and unreviewed with respect to year ended December 31, 2013)



NOTE
F – LONG-TERM DEBT (continued)



On
December 31, 2012, the Company entered into a Loan and Security Agreement (the “New Loan”) with Globank Corp. (“Globank”)
to modify the Original Agreement and Original Note dated July 29, 2008. Pursuant to the New Loan and Amended and Restated Promissory
Note, the principal amount increased from $500,000 to $1,037,727, the maturity date was extended from July 29, 2010 to January
1, 2014,and the interest rate was reduced from 60% to 14.9% per annum. The $537,727 increase in principal was applied as follows:



|Company satisfaction of accrued
    interest payable on Original Note |  | $ | 322,727 | 
|--------------------------------------------------------------------- |  | - | ------- | 
|Company satisfaction of Renewal Fee due
    to Globank                |  |   | 160,000 | 
|Company satisfaction of attorney fees                                 |  |   | 5,000   | 
|Company receipt of New Loan proceeds on
    January 24, 2011          |  |   | 50,000  | 
|                                                                      |  |   |         | 
|Total                                                                 |  | $ | 537,727 | 



Also,
pursuant to the New Loan, the Company agreed to issue Globank 5,000,000 restricted shares of its common stock (which occurred
January 19, 2011)(the “Stock”) and Globank agreed not to transfer the Stock without the Company’s prior written
consent and appointed the Company’s Chairman of the Board as its proxy with respect to the Stock for all voting purposes
to December 31, 2013. The Company is to redeem the Stock no later than January 1, 2014 for an amount equal to $250,000 (“Minimum
Stock Redemption Amount”) plus 50% of the excess of the Payoff Value (based on the average closing sales price of the Stock
for the 5 consecutive trading days immediately preceding the Payoff Date) over



$250,000,
if any. The New Loan also provides for anti-dilution rights to Globank whereby Globank is to be issued additional shares of Company
common stock if the Company issues additional shares to another person or entity (so that Globank retains the same percentage
of stock ownership). The Stock has been reflected at the Minimum Stock Redemption Amount of $250,000 as “Common Stock Subject
to Mandatory Redemption” within liabilities in the consolidated balance sheet at December 31, 2013. ALL STOCK RESTRICTIONS
HAVE BEEN REMOVED BY MIT.



The
Renewal Fee of $160,000 and the Minimum Redemption Amount of $250,000 have been reflected as debt discounts in the consolidated
balance sheet at December 31, 2013 and will be amortized over the term of the New Note and recognized as interest expense.



NOTE
G – ESTIMATED LIABILITY FOR EQUITY-BASED FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF LIABILITIES



Effective
January 1, 2009, in accordance with EITF Issue No. 07-05, “Determining Whether an Instrument (or Embedded Feature) is indexed
to an Entity’s Own Stock”, the Company reclassified the fair values at January 1, 2009 of the outstanding Series A
Convertible Preferred Stock and warrants from the private placement of the units which closed May 31, 2007 from stockholders’
equity to liabilities, as follows:



F-14







MIT
HOLDING, INC.



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited
and unreviewed with respect to year ended December 31, 2013)



|                                         |  | Common     |            |  |       |  
|---------------------------------------- |  | ---------- | ---------- |  | ----- | -
|                                         |  | Shares     |            |  | Fair  |  
|                                         |  | Equivalent |            |  | Value |  
|Series A Convertible Preferred
    Stock |  |            | 3,793,460  |  |       | $
|Warrants                                 |  |            | 8,168,780  |  |       |  
|                                         |  |            |            |  |       |  
|Total financial instruments              |  |            | 11,962,240 |  |       | $



Since
at January 1, 2009 the carrying value of the outstanding financial instruments was $2,871,316, the Company recognized a cumulative
effect adjustment resulting from a change in accounting principle of $2,537,514. Accordingly, the accumulated deficit balance
at December 31, 2008 was decreased from $9,899,884 to $7,362,370, as adjusted, on January 1, 2009.



The
characteristics which require classification of the Series A Preferred Stock and warrants as liabilities are the Company’s
obligations to reduce the conversion price of the Series A Preferred Stock and the exercise price of the warrants in the event
that the Company sells, grants, or issues any nonexcluded shares, options, warrants, or any convertible instrument at a price
below the $0.50 current conversion price of the Series A Preferred Stock. As a result, the Company remeasures the fair values
of these financial instruments each quarter, adjusts the liability balances, and reflects changes in operations as “income
(expense) from revaluation of equity-based financial instruments with characteristics of liabilities at fair values”.



The
fair values of the financial instruments consisted of:



|                                         |  | December
    31, 2013 |            |  | December
    31, 2012 |  
|---------------------------------------- |  | --------------------- | ---------- |  | --------------------- | -
|                                         |  | Common                |            |  |                       |  
|                                         |  | Shares                |            |  | Fair                  |  
|                                         |  | Equivalent            |            |  | Value                 |  
|Series A Convertible Preferred
    Stock |  |                       | 3,593,460  |  |                       | $
|Warrants                                 |  |                       | 8,168,780  |  |                       |  
|                                         |  |                       |            |  |                       |  
|Total financial instruments              |  |                       | 11,762,240 |  |                       | $



Below
is a reconciliation of the change in the fair values of the financial instruments from January 1, 2009 through December 31, 2013:



F-15







MIT
HOLDING, INC.



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited
and unreviewed with respect to year ended December 31, 2013)



|                                                       |  | Common     |            |   |       |  
|------------------------------------------------------ |  | ---------- | ---------- | - | ----- | -
|                                                       |  | Shares     |            |   | Fair  |  
|                                                       |  | Equivalent |            |   | Value |  
|Balance, January 1, 2009                               |  |            | 11,962,240 |   |       | $
|Revaluation credited to operations                     |  |            | -          |   |       |  
|Balance, March 31, 2009                                |  |            | 11,962,240 |   |       |  
|Revaluation charged to operations                      |  |            | -          |   |       |  
|Balance, June 30, 2009                                 |  |            | 11,962,240 |   |       |  
|Revaluation credited to operations                     |  |            | -          |   |       |  
|Balance, September 30, 2009                            |  |            | 11,962,240 |   |       |  
|Revaluation credited to operations                     |  |            | -          |   |       |  
|Balance December 31, 2012                              |  |            | 11,962,240 |   |       |  
|Revaluation charged to operations                      |  |            |            |   |       |  
|Balance March 31, 2010                                 |  |            | 11,962,240 |   |       |  
|Revaluation credited to operations                     |  |            | -          |   |       |  
|Balance June 30, 2010                                  |  |            | 11,962,240 |   |       |  
|Conversion of Series A Convertible Preferred
    Stock |  |            | (200,000   | ) |       |  
|Revaluation credited to operations                     |  |            | -          |   |       |  
|Balance September 30, 2010                             |  |            | 11,762,240 |   |       |  
|Revaluation credited to operations                     |  |            | -          |   |       |  
|Balance, December 31, 2012                             |  |            | 11,762,240 |   |       |  
|Revaluation charged to operations                      |  |            | -          |   |       |  
|Balance March 31, 2012                                 |  |            | 11,762,240 |   |       |  
|Revaluation charged to operations                      |  |            | -          |   |       |  
|Balance, June 30, 2012                                 |  |            | 11,762,240 |   |       |  
|Revaluation credited to operations                     |  |            |            |   |       |  
|Balance September 30, 2012                             |  |            | 11,762,240 |   |       |  
|Revaluation credited to operations                     |  |            | -          |   |       |  
|Balance, December 31, 2012                             |  |            | 11,762,240 |   |       | $



NOTE
H – PREFERRED STOCK



The
Company is authorized to issue 5,000,000 shares of Preferred Stock, of which 5,000 shares have been designated Series A Preferred
Stock, par value $ 0.000001. As of December 31, 2013 and December 31, 2012, there are 1,796.73 and 1,896.73 shares of Series A
Preferred Stock issued and outstanding, respectively. Holders of Series A Preferred Stock are entitled at any time to convert
their shares of Series A Preferred Stock into Common Stock, without any further payment therefore. Each share of Series A Preferred
Stock is initially convertible into 2,000 shares of Common Stock, equivalent to a Conversion Price of $0.50 per share. The number
of shares of Common Stock issuable upon conversion of the Series A Preferred Stock is subject to adjustment upon the occurrence
of certain events, including, among others, a stock split, reverse stock split or combination of MIT’s Common Stock; an
issuance of Common Stock or other securities of MIT as a dividend or distribution on the Common Stock; a reclassification, exchange
or substitution of the Common Stock; or a capital reorganization of MIT. In the event that MIT issues any additional shares of
its Common Stock following the Offering, the Conversion rate will be that number of shares of Common Stock equal to $1,000 divided
by the price per share at which MIT issues Common Stock in such offering. At our option, following the effectiveness of a registration
statement registering the shares of Common Stock issuable upon the conversion of the Series A Preferred Stock and the exercise
of the Warrants, if the price of the Common Stock trades above 300% of the Conversion Price per share during any period of 30
consecutive trading days and the average trading volume is at least 50,000 shares per day, for such 30 day period, each share
of Series A Preferred Stock can be automatically converted into Common Stock at the Conversion Rate then in effect.



The
liquidation preference amount of each share of Series A Preferred Stock is $1,000, or a total of $1,796,730 for the 1,796.73 shares
issued and outstanding as of December 31, 2013 (December 31,2009: $1,896,730 for the 1,896.73 shares issued and outstanding).



F-16







MIT
HOLDING, INC.



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited
and unreviewed with respect to year ended December 31, 2013)



NOTE
H – PREFERRED STOCK (Continued)



As
part of its private placement of the Units (including the Series A Preferred Stock) which closed May 31, 2007, the Company granted
a financial advisor a five-year option to purchase up to 635 units (comprised of 635 shares of Series A Preferred Stock and warrants
to purchase up to 1,270,000 shares of common stock at an exercise price of $0.75 per share to August 13, 2012) at a price of $1,000
per Unit.



Dividends
accrue on the Series A Preferred Stock at the rate of 6% per annum and are cumulative. If and when declared, the Company may pay
such dividends in cash or common stock. The cumulative undeclared and unpaid dividends are $386,297 and $295,831 at December 31,
2013 and December 31, 2012, respectively.



On
October 12, 2012, the Board of Directors authorized the issuance of 1,100,000 shares of Series B Preferred Stock for later issue.
The Series B Preferred Stock shall not be entitled to receive any dividends and shall have no liquidation preference and carries
a par value of $.000001. 1,100,000 shares were issued of the Series B Preferred Stock in 2013.



NOTE
I – ISSUANCE OF COMMON STOCK



In
January 2011, the Company issued a total of 4,200 shares to seven parties related to or affiliated with the Company’s chief
financial officer for services rendered. The Company included the $1,470 estimated fair value of the shares at date of issuance
in selling, general and administrative expenses in the statement of operations for the year ended December 31, 2013 and increased
common stock and additional paid-in capital by the same amount.



On
August 17,2011, the Company issued a total of 2,910,424 shares of common stock valued at a price of $0.04 per share or $1,164,170
total for services rendered. 2,500,000 shares were issued to a corporation affiliated with the Company’s chief financial
officer, 350,424 were issued to the Company’s chief executive officer, and a total of 60,000 shares were issued to six board
members (10,000 shares each). The Company included the $1,164,170, estimated fair value of the shares in selling, general and
administrative expenses in the statement of operations for the year ended December 31, 2013 and increased common stock and additional
paid-in capital by the same amount.



In
October 2012. the company recognized the issuance of 686,000 shares of common stock valued at a price of $0.02 cents per share
or $137,200 for consideration of services rendered and for acquisition costs relating to Palmetto Long Term Care (PLTC).



On
February 22, 2013 the Company issued a total of 3,584,520 shares of common stock to various vendors providing legal and consulting
services valued at .003 cents per share.



On
May 15, 2013, the Company issued 16,500,000 shares of common stock in exchange for services and debt.



NOTE
J – STOCK OPTIONS AND COMMON STOCK PURCHASE WARRANTS



A
summary of stock options and warrants activity for the years ended December 31, 2013 and 2012 follows:



|                                 |  | Common
    Shares Equivalent |        
|-------------------------------- |  | ---------------------------- | -------
|                                 |  | Stock                        |        
|                                 |  | Options                      |        
|Outstanding at December 31, 2008 |  |                              | 600,000
|Granted and issued               |  |                              | -      
|Exercised                        |  |                              | -      
|Forfeited/expired/cancelled      |  |                              | -      
|                                 |  |                              |        
|Outstanding at December 31, 2012 |  |                              | 600,000
|Granted and issued               |  |                              | -      
|Exercised                        |  |                              |        
|Forfeited/expired/cancelled      |  |                              | -      
|                                 |  |                              |        
|Outstanding at December 31, 2013 |  |                              | 600,000



F-17









MIT
HOLDING, INC.



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited
and unreviewed with respect to year ended December 31, 2013)



NOTE
J – STOCK OPTIONS AND COMMON STOCK PURCHASE WARRANTS (Continued)



Stock
options outstanding at December 31, 2013 and 2010 are:



|Date
    Granted |  | Number
    Outstanding |         |  | Number
    Exercisable |  |         | Exercise
    Price |  |   | Expiration Date
|---------------- |  | ---------------------- | ------- |  | ---------------------- |  | ------- | ------------------ |  | - | ---------------
|                 |  |                        |         |  |                        |  |         |                    |  |   |                
|May
    2, 2007  |  |                        | 600,000 |  |                        |  | 600,000 |                    |  | $ | 0.50           
|                 |  |                        |         |  |                        |  |         |                    |  |   |                
|Totals           |  |                        | 600,000 |  |                        |  | 600,000 |                    |  |   |                



Common
stock purchase warrants outstanding at December 31, 2013 and December 31, 2012 are:



|Date
    Granted  |  | Number Outstanding |           |  | Exercise
    Price |   |      | Expiration
    Date
|----------------- |  | ------------------ | --------- |  | ------------------ | - | ---- | -------------------
|May
    31, 2007  |  |                    | 8,168,780 |  |                    | $ | 0.75 |                    
|July 30,
    2007 |  |                    | 250,000   |  |                    | $ | 2.20 |                    
|                  |  |                    |           |  |                    |   |      |                    
|Total:            |  |                    | 8,418,780 |  |                    |   |      |                    



NOTE
K – INCOME TAXES



Expected
income tax expense (benefit) computed by applying the United States statutory income tax rate of 34% to pretax income (loss) differs
from the Company’s provision for (benefit from) income taxes, as follows:



|                                                                                                                                                              |  | Year
    Ended        |          |   | Year
    Ended        |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------- | -------- | - | --------------------- | -
|                                                                                                                                                              |  | December
    31, 2013 |          |   | December
    31, 2012 |  
|                                                                                                                                                              |  |                       |          |   |                       |  
|Expected
    income tax expense (benefit) at 34%                                                                                                              |  | $                     | (582,585 | ) |                       | $
|Non-deductible
    stock-based compensation                                                                                                                   |  |                       | -        |   |                       |  
|Non-deductible
    expense (non taxable income) from revaluation of equity-based financial instruments with characteristics of liabilities at
    fair values |  |                       | -        |   |                       |  
|Change
    in valuation allowance                                                                                                                             |  |                       | 582,585  |   |                       |  
|                                                                                                                                                              |  |                       |          |   |                       |  
|Provision
    for income taxes                                                                                                                                |  | $                     | -        |   |                       | $



F-18







MIT
HOLDING, INC.



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited
and unreviewed with respect to year ended December 31, 2013)



The
components of net deferred income tax assets are as follows:



|                                    |  | December
    31, 2013 |            |   | December
    31, 2012 |  
|----------------------------------- |  | --------------------- | ---------- | - | --------------------- | -
|                                    |  |                       |            |   |                       |  
|Allowance
    for doubtful accounts |  | $                     | 342,028    |   |                       | $
|Net
    operating loss carryforward |  |                       | 4,757,326  |   |                       |  
|Total                               |  |                       | 5,099,354  |   |                       |  
|Less
    valuation allowance        |  |                       | (5,099,354 | ) |                       |  
|Net
    deferred income tax assets  |  | $                     | -          |   |                       | $



Based
on management’s present assessment, the Company has not yet determined it to be more likely than not a deferred income tax
asset of up to approximately $1,351,003 attributable to the future utilization of the net operating loss carryforwards and other
timing differences of approximately $3,973,539 as of December 31, 2013 will not be realized. Accordingly, the Company has maintained
a 100% allowance against the deferred tax asset in the financial statements at December 31, 2013. The Company will continue to
review this valuation allowance and make adjustments as appropriate. The $3,464,820 net operating loss carryforward expires $1,743,693
in year 2028, $983,226 in year 2029 and $737,901 in year 2030.



NOTE
L – OPERATING SEGMENTS



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



| | ● | Medical
    Infusion Technologies-”Infusion”
| | - | --------------------------------------------
| | ● | “Wholesale”                                 
| | ● | Durable
    Medical Equipment - “DME”       
| | ● | MIT
    Ambulatory Care Center -”Ambulatory”



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



“Wholesale”
is the division responsible for the marketing and distribution of Wholesale Pharmaceuticals.



“DME”
carries a variety of durable medical equipment and supplies.



“Ambulatory”
administers the intravenous therapies to patients in the Company’s facility.



The
following tables show the summarized financial information of the Company’s reportable segments at December 31, 2013 and
2012 and for the years then ended:



F-19







MIT
HOLDING, INC.



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



Unaudited
and unreviewed with respect to year ended December 31, 2013



NOTE
L – OPERATING SEGMENTS (Continued)



|                                  |  | Infusion |            |   | Wholesale |   |         | Ambulatory |  |   | DME      |   |  | Combined |         
|--------------------------------- |  | -------- | ---------- | - | --------- | - | ------- | ---------- |  | - | -------- | - |  | -------- | --------
|                                  |  |          |            |   |           |   |         |            |  |   |          |   |  |          |         
|2013                              |  |          |            |   |           |   |         |            |  |   |          |   |  |          |         
|Revenue                           |  | $        | 811,076    |   |           | $ | -       |            |  | $ | 231,350  |   |  | $        | 520,480 
|                                  |  |          |            |   |           |   |         |            |  |   |          |   |  |          |         
|Income
    (loss) from operations |  |          | (1,328,368 | ) |           |   | -       |            |  |   | 92,177   |   |  |          | 112,362 
|Depreciation
    and amortization |  |          | -          |   |           |   | -       |            |  |   | -        |   |  |          | -       
|Assets                            |  |          | 699,832    |   |           |   | -       |            |  |   | 51,134   |   |  |          | 119,791 
|                                  |  |          |            |   |           |   |         |            |  |   |          |   |  |          |         
|2012                              |  |          |            |   |           |   |         |            |  |   |          |   |  |          |         
|Revenue                           |  | $        | 2,129,292  |   |           | $ | 9,300   |            |  | $ | 798,110  |   |  | $        | 418,816 
|                                  |  |          |            |   |           |   |         |            |  |   |          |   |  |          |         
|Income
    (loss) from operations |  |          | (772,539   | ) |           |   | (41,619 | )          |  |   | (192,424 | ) |  |          | (129,973
|Depreciation
    and amortization |  |          | 29,997     |   |           |   | -       |            |  |   | -        |   |  |          | -       
|Assets                            |  |          | 612,171    |   |           |   | -       |            |  |   | 118,284  |   |  |          | 173,347 



NOTE
M - COMMITMENTS AND CONTINGENCIES



Employment
Agreements



Pursuant
to an Employment Agreement with the Company’s chief executive officer effective June 30, 2006 and expiring June 30, 2011,
the Company is obligated to pay its chief executive officer a salary of $250,000 per year.



Pursuant
to an Employment Agreement with the Company’s chief operating officer effective May 10, 2005, as amended March 14, 2006,
April 1, 2006, December 20, 2006, and June 7, 2007, the Company is obligated to pay its chief operating officer a salary of approximately
$117,000 per year through May 10, 2010 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 the remainder of the 312,500 unsold shares issued
to her on June 7, 2007 and ( ii) the proceeds, if any, received by her from the sale of any of the 312,500 shares. As part of
the agreement, the Company’s chief operating officer has agreed not to compete with the Company for a period of three years
after the sales of any shares of the Company. The agreement has been verbally extended and amended to defer the $625,000 common
stock market value contingent liability of the Company until 2012.



Pursuant
to an Employment Agreement with the Company’s pharmacist in charge effective May 10, 2005, as amended March 14, 2006, April
1, 2006, December 20, 2006, and June 7, 2007, the Company is obligated to pay its pharmacist in charge a salary of approximately
$40,000 per year through May 10, 2010 and, on May 10, 2010, cash or common stock, at the option of the Company, equal to the amount
(if any) by which $500,000 exceeds the sum of ( i ) the market value of the remainder of the 250,000 unsold shares issued to him
on June 7, 2007 and ( ii) the proceeds, if any, received by him from the sale of any of the 250,000 shares. As part of the agreement,
the pharmacist in charge has agreed not to compete with the Company for a period of three years after the sales of any shares
of the Company. The agreement has been verbally extended and amended to defer the $500,000 common stock market value contingent
liability of the Company until 2012.



F-20







MIT
HOLDING, INC.



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited
and unreviewed with respect to year ended December 31, 2013)



NOTE
M -COMMITMENTS AND CONTINGENCIES (continued)



Lease
Agreements



The
Company operates from two locations in Savannah, Georgia (under month to month verbal agreements at rents totaling approximately
$8,200 per month) and from two locations in South Carolina (under written operating lease agreements expiring October 31, 2013
and April 30, 2012 at monthly rents ranging from $2,500 to $3,000 (for the first lease) and $800 to $824 (for the second lease),
respectively). Rent expense for the years ended December 31, 2013 and 2009 was $116,722 and $ 111,300, respectively.



At
December 31, 2013, future minimum rental commitments under all non-cancellable operating leases are due as follows:



|Year ending December 31, |  |  |   |       
|------------------------ |  |  | - | ------
|                         |  |  |   |       
|2012                     |  |  | $ | 39,296
|                         |  |  |   |       
|2013                     |  |  |   | 30,000
|                         |  |  |   |       
|Total                    |  |  | $ | 69,296



Delinquent
Payroll Tax Returns and Payments



The
Company is delinquent in filing certain Federal and Georgia payroll tax returns resulting in the non-payment of the related withholdings
and employer taxes. The delinquency and non-payments are for the quarterly periods ended December 31, 2012, March 31, 2010, June
30, 2010, and September 30, 2010.



The
total amount of money owed (excluding potential late filing and late payment penalties) at December 31, 2013 is approximately
$688,447(which is included in “accounts payable and accrued expenses” in the accompanying consolidated balance sheet
at December 31, 2013).



In
October 2010, we retained the public accounting firm Drakeford and Drakeford to contact the Internal Revenue Service and the Georgia
tax authority to negotiate various payment plans associated with the amounts owed. In connection therewith, we sent $60,000 to
Drakeford and Drakeford for the sole purpose of satisfying portions of these payroll tax obligations. To the extent unused, Drakeford
and Drakeford is required to return any unused portion to the Company. The $60,000 has been fully disbursed to Federal and State
Agencies over multiple periods of delinquest payroll tax



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 Plan (which was adopted by Medical Infusion Group, Inc. (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.



F-21







MIT
HOLDING, INC.



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited
and unreviewed with respect to year ended December 31, 2013)



NOTE
N – RELATED PARTY TRANSACTIONS



During
the years ended December 31, 2013 and 2011, the Company incurred consulting fees of $39,000 and $282,000, respectively, included
within “Selling, general and administrative” expenses to a company that has a professional relationship with the Company’s
Co-chairmen.



NOTE
O – SUBSEQUENT EVENTS



On
November 8, 2012, our Board of Directors approved, subject to receiving the approval of the stockholders of our common stock,
the amendment to our Certificate of Incorporation to cause a recapitalization of the issued and outstanding common stock of the
Company be converting 10 existing shares to 1 resultant share, but maintaining the number of authorized shares at 250,000,000.
The company issued 35,845,200 shares to vendors and consultants prior to the recapitalization bringing total shares issued to
124,606,011. The recapitalization occurred on March 15, 2013.



On
November 8, 2012, our Board of Directors approved a Series B Preferred Stock. The Shareholders by majority approved this establishment
of Series B Preferred Stock.



F-22







Item
9. Changes In and Disagreements With Accountants And Accounting And Financial Disclosure



On
July 22, 2009, the Company engaged Michael T. Studer CPA P.C. (“Studer”) as Company’s independent accountants.
At no time during any subsequent period prior to the engagement did the Company consult with Studer, the newly engaged accountants,
regarding any matter described in Item 304(a)(2) of Regulation SK, including any issue related to Company’s financial statements
or the type of audit opinion that might be rendered for the Company. The change of independent accountants was approved by the
Board of Directors of the Company



Item
9A. Controls and Procedures.



Evaluation
of Disclosure Controls and Procedures



Based
on their evaluation as of December 31, 2013, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were
effective to ensure that the information required to be disclosed by us in this Annual Report on Form 10-K was recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and instructions for Form 10-K.



Management’s
Report on Internal Control over Financial Reporting



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule
13a-15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness of our internal control
over financial reporting as of December 31, 2013.



Our
internal control over financial reporting is a process designed by or under the supervision of our principal executive and principal
financial officers 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. Our internal control over financial
reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect transactions and dispositions of assets; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the Company’s assets that could have a material effect on our financial statements.



In
making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) in ‘Internal Control – Integrated Framework’. Our management has concluded that,
as of December 31, 2013, our internal control over financial reporting is effective based on these criteria.



There
were no changes in our internal controls over financial reporting during the year ended December 31, 2013 that have materially
affected, or are reasonably likely to materially affect our internal controls over financial reporting.



Our
management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and
procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of
a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within China Marine Food Group Limited have been detected.





24







Item
9B. Other Information



None.



Item
10. Directors And Executive Officers Of The Registrant.



As
of December 31, 2013 – our executive officers and directors are:



|NAME                       |  | AGE |  | POSITION
    WITH COMPANY                                     
|-------------------------- |  | --- |  | --------------------------------------------------------------
|                           |  |     |  |                                                               
|William
    C. Parker      |  | 57  |  | Co-President,
    Co-CEO, & Chairman of the Board of Directors
|                           |  |     |  |                                                               
|Walter
    H. C. Drakeford |  | 69  |  | Co-President,
    Co-CEO,Co-Chairman, CFO, Director           
|                           |  |     |  |                                                               
|Tommy
    J. Duncan        |  | 58  |  | Director                                                      
|                           |  |     |  |                                                               
|Robert
    Rubin           |  | 71  |  | 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. The Board believes that Mr. Parker has the experience, qualifications, attributes and skills necessary to serve on
the Board because of his experience in the pharmaceutical and medical infusion industry, his having provided leadership and strategic
direction to the Company and his unparalleled knowledge of the Company and its business.Mr. Parker is not a member of
the Board of any other public company or any investment company, neither has he been a member of the boards of directors of such
companies for the past five years.



Walter
H. C. Drakeford



Mr.
Drakeford became Co-President, Co-Chief Executive Officer and Chief Financial Officer in August 2010. Mr. Drakeford’s career
includes being the senior managing director of Drakeford & Drakeford for the past 20 years. Since 2007, he has been the director
of mergers and acquisitions of AMC Global Communications, Inc. Mr. Drakeford served as chairman of the board for Ebank Financial
Services. He has also served on the boards of Netstar-USA Corp. and LaidLaw Transportation as well as serving as an attaché
to the White House under Presidents Nixon, Reagan and George H.W. Bush. Mr., Drakeford holds a finance degree from the University
of Berlin and a Masters of Business Administration from Heed University. He also holds a law degree from Thomas Jefferson School
of Law. The Board believes that Mr. Drakeford has the experience, qualifications, attributes and skills necessary to serve on
the Board because of his experience in finance, his having provided leadership and strategic direction to the Company and his
unparalleled knowledge of the Company and its business.Mr. Drakeford is not a member of the Board of any other public
company or any investment company, neither has he been a member of the boards of directors of such companies for the past five
years.





25







Arlene
O. Wilhelm, RN



Ms.
Wilhelm resigned from the Company in May, 2013 due to unforseen health reasons.



Tommy
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. The Board believes that Mr. Duncan has the experience, qualifications, attributes and skills necessary
to serve on the Board because of his experience in finance, his having provided leadership and strategic direction to the Company
and his unparalleled knowledge of the Company and its business. Mr. Duncan is not a member of the Board of any other public company
or any investment company, nor has he been a member of the boards of directors of such companies for the past five years except
for CNB BanCorp, Inc.



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. The Board believes that Mr. Rubin has the experience, qualifications, attributes and skills necessary to serve
on the Board because of his experience in the medical industry, his having provided leadership and strategic direction to the
Company and his unparalleled knowledge of the Company and its business. Mr. Rubin is not a member of the Board of any other public
company or any investment company, neither has he been a member of the boards of directors of such companies for the past five
years except for Solar Thin Films, Inc.



Brinson
Clements



Mr.
Clements resigned from the Company on October 23, 2012 in order to pursue other opportunities.



26









INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS



None
of our directors, executive officers, or control persons has been involved in any of the following events during the past ten
years:



|● |  | Any
    bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either
    at the time of bankruptcy or within two years prior to that time; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|● |  | Any
    conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other
    minor offenses); or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|● |  | Being
    subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
    permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
    or banking activities; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|● |  | Being
    found by a court of competent jurisdiction (in a civil violation), the SEC or the Commodity Future Trading Commission to have
    violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
    or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|● |  | Being
    the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently
    reversed, suspended or vacated, relating to an alleged violation of: any Federal or State securities or commodities law or
    regulation; or any law or regulation respecting financial institutions or insurance companies including, but not limited to,
    a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist
    order, or removal or prohibition order; or any law or regulation prohibiting mail or wire fraud or fraud in connection with
    any business entity. This violation does not apply to any settlement of a civil proceeding among private litigants; or
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|● |  | Being
    the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory
    organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined
    in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or
    organization that has disciplinary authority over its members or persons associated with a member.                                                                                                                                                                                                                                                                                                          



FAMILY
RELATIONSHIPS



There
are no family relationships between the officers and directors of the Company.



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.
    Tommy J. Duncan, Director - no Form 3 or 5 is on file                          
|3. |  | Mr.
    Drakeford, Co-President, Co-Chief Executive Officer and Chief Financial Officer





27







Item
11. Executive Compensation



COMPENSATION PHILOSOPHY



Our
board of directors have historically determined the compensation to be paid to our executive officers based on our financial and
operating performance and prospects, and contributions made by the officers’ to our success. Each of the named officers
will be measured by a series of performance criteria by the board of directors, on a yearly basis. Such criteria will be based
on certain objective parameters such as job characteristics, required professionalism, management skills, interpersonal skills,
related experience, personal performance and overall corporate performance.



Our
board of directors have not adopted or established a formal policy or procedure for determining the amount of compensation paid
to our executive officers. As our executive leadership and board of directors grow, our board of directors may decide to form
a compensation committee charged with the oversight of executive compensation plans, policies and programs.



Our
compensation program for our executive officers and all other employees is designed such that it will not incentivize unnecessary
risk-taking. We provide our executive officers solely with a base salary to compensate them for services rendered during the year.
Our policy of compensating our executives with a cash salary has served us well. To date, we have not believed it necessary to
provide our executives discretionary bonuses, equity incentives, or other benefits in order for us to continue to be successful.
Senior executives do not have the incentive to take unnecessary risks in order to receive a bonus. However, as the Company grows
and the operations become more complex, the Board of Directors may deem it in the best interest of the Company to provide such
additional compensation to existing executives and in order to attract new executives.



The
following table and discussion sets forth information with respect to all compensation earned by or paid by us to our Co-President
and Chief Executive Officer, William Parker, our Chief Financial Officer, Walter Drakeford) 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.



|                                     |  |      |                                                          |  |        |  |                                                                       |       |  |  | Stock                 |  |  | Options |                       |  | Non-equity incentive plancompen |  |                       | Change in
    pension valueand nonqualified deferred compensation |  |  | ALL
    OTHER         |  |  |       |                      
|------------------------------------ |  | ---- | -------------------------------------------------------- |  | ------ |  | --------------------------------------------------------------------- | ----- |  |  | --------------------- |  |  | ------- | --------------------- |  | ------------------------------- |  | --------------------- | ----------------------------------------------------------------- |  |  | --------------------- |  |  | ----- | ---------------------
|Name
    and                         |  |      |                                                          |  | Salary |  |                                                                       | Bonus |  |  | Awards                |  |  | Awards  |                       |  | sation                          |  |                       | earnings                                                          |  |  | COMPENSATION          |  |  | Total |                      
|Principal Position                   |  | Year |                                                          |  | ($)    |  |                                                                       | ($)   |  |  | ($)                   |  |  | ($)     |                       |  | ($)                             |  |                       | ($)                                                               |  |  | ($)                   |  |  | ($)   |                      
|(a)                                  |  | (b)  |                                                          |  | (c)    |  |                                                                       | (d)   |  |  | (e)                   |  |  | (f)     |                       |  | (g)                             |  |                       | (h)                                                               |  |  | (i)                   |  |  | (j)   |                      
|William
    C. ParkerCEO & President |  |      | 2012
        2011
        2010
        2009
        2008 |  |        |  | 9,678
        151,125
        231,750
        175,807
        230,029 |       |  |  | —
        —
        — |  |  |         | —
        —
        — |  |                                 |  | —
        —
        — |                                                                   |  |  | —
        —
        — |  |  |       | —
        —
        —
|Walter
    Drakeford                 |  |      | 2012
        2011                                        |  |        |  | 9,000
        155,150                                                 |       |  |  | —                     |  |  |         | —                     |  |                                 |  | —                     |                                                                   |  |  | —                     |  |  |       | —                    
|Arlene
    WilhelmCOO                |  |      | 2012
        2011
        2010
        2009              |  |        |  | 25,115
        163,328
        146,016
        149,345                |       |  |  | —
        —
        — |  |  |         | —
        —
        — |  |                                 |  | —
        —
        — |                                                                   |  |  | —
        —
        — |  |  |       | —
        —
        —
|Brinson
    ClementsVP – Admin.      |  |      | 2012
        2011
        2010
        2009
        2008 |  |        |  | 5,107
        130,795
        132,260
        132,800
        130,730 |       |  |  | —
        —
        — |  |  |         | —
        —
        — |  |                                 |  | —
        —
        — |                                                                   |  |  | —
        —
        — |  |  |       | —
        —
        —



28









Employment
Agreements



There
are no Employment agreements in effect as of December 31, 2013.



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. In 2009 the outside
directors were issued common shares in lieu of cash payment. Each director received 13,158 shares for 2008 and 250,000 shares
for 2009, 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. In June, 2011, the Company awarded 100,000 shares of
Common Stock to each of the six directors for services rendered in 2010. In May 2013, the Company awarded 20,000 shares total
of Common Stock to each of the four directors for services rendered in 2010 and 2012.





29







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.



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.



30









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.



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 March 31, 2010, the Company issued 320,000 shares of stock to key employees and consultants at prices ranging from $.03 to
$.04 per share.



As
of December 31, 2009 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.



31







Equity
Compensation Plan Information



|Plan
    Category                                              |  | Number
    of securities tobe issued upon exerciseof outstanding optionswarrants and rights |         |  | Weighted-averageexercise price ofoutstanding options,warrants and right |  |      | Number
    of securitiesremaining available forfuture issuance underequity compensationplans | 
|-------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- | ------- |  | ----------------------------------------------------------------------- |  | ---- | -------------------------------------------------------------------------------------------- | 
|Equity
    compensation plans approved by security holders     |  |                                                                                             | 680,000 |  |                                                                         |  | 1.08 |                                                                                              | 
|Equity
    compensation plans not approved by security holders |  |                                                                                             | 0       |  |                                                                         |  | N/a  |                                                                                              | 
|Total                                                          |  |                                                                                             | 680,000 |  |                                                                         |  |      |                                                                                              | 



Item
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The
table below shows the amount of our common stock beneficially owned as of March 12, 2013 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 March 12, 2013 there were 124,606,011 shares of common stock of the Company issued and outstanding.



|Name                                                               |  | Amount
    and Nature of Beneficial Ownershipof Common Shares |            |  | Percent
    of Class(1) | 
|------------------------------------------------------------------ |  | ------------------------------------------------------------- | ---------- |  | ----------------------- | 
|William
    C. Parker                                              |  |                                                               | 25,100,000 |  |                         | 
|Arlene
    Wilhelm                                                 |  |                                                               | 1,442,500  |  |                         | 
|Brinson
    Clements (1)                                           |  |                                                               | 300,000    |  |                         | 
|Tommy
    J. Duncan (1)(2)                                         |  |                                                               | 483,158    |  |                         | 
|Robert
    Rubin (1)(2)(3)                                         |  |                                                               | 483,158    |  |                         | 
|Meyers
    Associates, LP (4)                                      |  |                                                               | 3,475,000  |  |                         | 
|Walter
    H.C. Drakeford                                          |  |                                                               | 100,000    |  |                         | 
|All
    Executive Officers and Directors as a Group (8 persons)(3) |  |                                                               | 29,941,316 |  |                         | 



|* |  | Less
    than 1%
|- |  | ----------------



|(1) |  | Includes
    options to purchase 100,000 shares of common stock of MIT, which options vested on May 2, 2008 provided the director remains
    a director of the company.                                                                                                                                                                                                                                                
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                         
|(2) |  | 20,000
    shares were issued on May 2, 2007 to each of Messrs. Duncan, Rubin and Bagwell as outside directors of the Company. The shares
    vested on May 2, 2008.                                                                                                                                                                                                                                                    
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                         
|(3) |  | 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.                                                                                                                               
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                         
|(4) |  | 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.
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                         
|(5) |  | The
    Board of Directors met two times in 2012 and not all members were present. The audit committee and the compensation committee
    met jointly with the other independent directors once, and all members were present.                                                                                                                                                                                          





32







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 bore interest at the rate of 6% per year, with monthly payments
of interest only of $25,000 beginning on September 1, 2008. The term of the loan was for 24 months. The loan matured in August,
2010 and was replaced with a new loan bearing an interest rate of 14.9% with interest payable monthly plus $1,000 toward principal
and is for a 3 year term ending December 31, 2013.



Director
Independence



Each
of Messrs. Rubin and Duncan is an independent director and together they do not constitute a majority of the Board of Directors.
Neither they nor their affiliates have taken any positions inside the company except for being the independent directors, and
are thus considered as independent



Audit Committee and Financial
Experts



Our
audit committee consists of Mr. Duncan and Mr. Rubin, 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.



Compensation
Committee



Our
compensation committee consists of Mr. Schuster and Mr. Rubin. The compensation committee reviews and sets the compensation of
our executive officers and directors. We do not currently have a written compensation committee charter or similar document. 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 2010 to warrant the payment of performance bonuses.
The Committee, together with other independent directors, receives recommendations from Mr. Parker, the President of MIT. The
Committee, in reaching its conclusions, reviews MIT’s performance in comparison to the expectations set forth the prior
year.





33







Code
of Ethics



MIT
has not yet adopted a code of ethics. The company is reviewing a code of ethics as part of its reorganization following the Shareholder’s
Meeting in June, 2013. The code of ethics will be 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.



Meetings
of the Board of Directors and Committees



The
Board of Directors met four times in 2013 and not all members were present. The audit committee and the compensation committee
met jointly with the other independent directors once, and all members were present.



Item
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



In
2013, the Company paid $7,000 toward audit fees and no other accounting fees by the principal accountant for audit fees. For 2012,
the Company paid $28,000 for audit fees and no other accounting fees by the principal accountant for the audit. The principal
accountant was not paid any fees for other services in 2012 or 2013. The audit committee approved the engagement of the independent
accountant for all services rendered in 2013.



34









Item
15. 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, 2007                                                                                                                                                                                             
|10.13     |  | Promissory
    Note between the Company and Globank Corp. dated as of July 29, 2008                                                                                                                                                                       
|10.14     |  | Guaranty
    of William C. Parker in favor of Globank Corp. dated as of July 29, 2008                                                                                                                                                                     
|10.15     |  | Guaranty
    of Medical Infusions Technologies Inc. in favor of Globank Corp. dated as of July 29, 2008                                                                                                                                                   
|10.16     |  | Guaranty
    of Medical Infusions Technologies Ambulatory Care Center, LLC in favor of Globank Corp. dated as of July 29, 2008                                                                                                                            
|10.17     |  | Guaranty
    of MIT Ambulatory Care Center, Inc. in favor of Globank Corp. dated as of July 29, 2008                                                                                                                                                      
|10.18     |  | Amended
    and Restated Promissory Note dated as of December 31, 2010                                                                                                                                                                                    
|10.19     |  | Guaranty
    of Medical Infusions Technologies Inc. in favor of Globank Corp. dated as of December 31, 2010                                                                                                                                               
|10.20     |  | Guaranty
    of Medical Infusions Technologies Ambulatory Care Center, LLC in favor of Globank Corp dated as December 31, 2010                                                                                                                            
|10.21     |  | Loan
    and Security Agreement between Mit Holding, Inc, Medicsl Infusion Technologies, Inc. Medical Infusiion Technologies Ambulatory
    Care Center, LLC and MIT Ambulatory Care Center, Inc in favor of Globank Corp, dated as of December 31, 2010 .
|10.22     |  | Guaranty
    of William C. Parker in favor of Globank Corp. dated as of December 31, 2010                                                                                                                                                                 
|10.23     |  | Guaranty
    of MIT Ambulatory Care Center, Inc in favor of Globank Corp dated as of December 31, 2010                                                                                                                                                    
|10.24     |  | License
    agreement between the Company and Vivakor Inc. dated as of October 13, 2010 (4)                                                                                                                                                               
|10.25     |  | Stock
    purchase agreements between MITRX Corporation and Direct Home Pharmacy, Inc. and Palmetto Long Term Care Pharmacy, LLC dated
    January 14, 2011 (5) dated February 4, 2011                                                                    
|14.1      |  | Code
    of Ethics                                                                                                                                                                                                                                        
|21.1      |  | List
    of subsidiaries of MIT                                                                                                                                                                                                                           
|31.1      |  | 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 10KSB for the period ended September 30, 2008 and incorporated herein by reference                                             
|    |  |                                                                                                                                                                                    
|(4) |  | This
    Exhibit is filed as an Exhibit to the Form 8-K filed by the Company with the Securities Exchange Commission on October 20,
    2010, and incorporated herein by reference.
|    |  |                                                                                                                                                                                    
|(5) |  | This
    Exhibit is filed as an Exhibit to the Form 8-K filed by the Company with the Securities Exchange Commission on February 9,
    2011, and incorporated herein by reference.



35







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, 2013 to be signed on its behalf by the undersigned, thereunto duly authorized.



|MIT
    Holding, Inc. |                                                   
|--------------------- | --------------------------------------------------
|                      |                                                   
|By:                   | /s/
    Walter H.C. Drakeford                     
|                      | Walter
    H.C. Drakeford, Chief Executive Officer



Date: April 15, 2014



|Signature                     |  | Title                                   |  | Date              
|----------------------------- |  | --------------------------------------- |  | ------------------
|                              |  |                                         |  |                   
|/s
    Walter H. C. Drakeford |  | President,
    Chief Executive Officer, |  | April
    15, 2014
|Walter
    H. C. Drakeford    |  | Chief
    Financial Officer, Director   |  |                   
|                              |  |                                         |  |                   
|/s/
    Tommy J. Duncan       |  | Director                                |  | April
    15, 2014
|Tommy
    J. Duncan           |  |                                         |  |                   



36