UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                   FORM 10-KSB

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

                            For the fiscal year ended
                                December 31, 2006

                             Commission file number
                                    33-20582

                        VirtualHealth Technologies, Inc.
              ----------------------------------------------------
                (Name of registrant as specified in its charter)

        Delaware                                          75-2276137
---------------------------------              -------------------------------
(State or other jurisdiction of                (IRS employer identification no.)
      incorporation)

          PO Box 12012                                 (859) 321-2466
   Lexington, Kentucky 40579
---------------------------------              -------------------------------
 (Address of principal executive offices)        (Registrant's telephone number,
                                                 including area code)

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

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

                                                Name of each exchange
   Title of each class                             on which registered
   -------------------                   --------------------------------------
Class A Common Stock, $.0001 Par Value                     None











<PAGE>



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  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes |X| No |_|



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



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



Issuers revenues for its most recent fiscal year: $531,358.



The  aggregate  market value of the common stock held by  non-affiliates  of the
issuer as of April 20, 2006 was approximately $ 720,816.



Shares  outstanding  of the  registrant's  common  stock as of April  20,  2007:
41,821,034 shares.




<PAGE>



                       TABLE OF CONTENTS TO ANNUAL REPORT
                                 ON FORM 10-KSB
                          YEAR ENDED DECEMBER 31, 2006


                                     PART I

Item 1.    Description of Business.............................................4
Item 2.    Description of Properties..........................................20
Item 3.    Legal Proceedings..................................................20
Item 4.    Submission of Matters to a Vote of Security Holders................20

                                     PART II

Item 5.    Market for Common Equity and Related Stockholder Matters...........21
Item 6.    Management's Discussion and Analysis or Plan of Operation..........22
Item 7.    Financial Statements...............................................27
Item 8.    Changes In and Disagreements With Accountants on Accounting
           and Financial Disclosure...........................................28
Item 8A.   Controls and Procedures............................................28
Item 8B.   Other Information..................................................28

                                    PART III

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
           Compliance With Section 16(a) of the Exchange Act..................28
Item 10.   Executive Compensation.............................................31
Item 11.   Security Ownership of Certain Beneficial Owners and Management
           and Related Stockholder Matters....................................32
Item 12.   Certain Relationships and Related Transactions.....................32
Item 13.   Exhibits...........................................................34
Item 14.   Principal Accountant Fees and Services.............................36

Index to Financial Statements................................................F-1

Signatures....................................................................64











<PAGE>



                                     PART I

Item 1.  Description of Business.

Background

     The Company was organized on March 4, 1988, as a Delaware corporation under
the name Sherry Lyn  Corporation.  The Company was organized as a public company
for the purpose of finding a suitable  combination partner. On December 6, 1988,
the Company changed its name to Equity Gold, Inc.

     On December 14, 1989, the Company merged with Gold Equity, Inc., a Delaware
corporation.  The  surviving  corporation  was Equity Gold,  Inc. On February 7,
1989, the Company changed its name to Equity AU, Inc. .

     From the  original  inception  of the  Company  on March 4,  1988,  through
January 1, 1994,  the  Company  was engaged in  research  and  development  of a
process to extract gold and other  precious  metals on various  real  properties
located in Arkansas. Partnerships were formed prior to 1994 by the Company or by
affiliates of the Company to raise working  capital,  to acquire mineral claims,
rights,  facilities and equipment,  and to explore for precious metals. In 1994,
general  partners  of the  partnerships  notified  the  Company  that  they were
terminated and dissolved.  The Company has had no significant  operations  since
August  1993 and  entered  the  development  stage on January  1,  1994.  During
September 1996, the Company resumed operations and again suspended operations in
December  1996. As result of the  dissolution of the  partnerships,  the Company
ceased its operations and entered the development stage.

     In January  2000,  the  Company  elected to change its name from Equity AU,
Inc., to Equity Technologies & Resources, Inc.

     On  December  15,  2000,  the  Company  acquired  all  of  the  issued  and
outstanding common stock of Verified  Prescription  Safeguards,  Inc. ("VPS") in
exchange for shares of the Company's Class B voting preferred stock. At the time
the  purchase  was  consummated,   VPS  held  no  assets  or  liabilities.   The
consolidated  entity elected to change its business plan toward the  development
and marketing of internet prescription drug technology.

     In May 2001, the Company acquired a newly formed  wholly-owned  subsidiary,
ETCR M&A, Inc.  ("ETCR M&A"), a Florida  corporation,  in exchange for shares of
the Company's  common stock.  ETCR M&A held no assets or liabilities at the time
of purchase.  In November 2001,  these shares were canceled and the Company does
not currently hold any interest in ETCR M&A.

     On August 2, 2002, the Company amended its Certificate of  Incorporation to
change the  authorized  capital stock of the Company.  The  aggregate  number of
Class A common shares  authorized for issuance is 300,000,000  shares with a par
value of $0.0001;  the aggregate number of Class B common shares  authorized for


                                       4
<PAGE>



issuance is 100,000 with a par value of $0.01;  the aggregate  number of Class A
preferred  shares  authorized  for  issuance  is  2,000,000  with a par value of
$0.001; the aggregate number of Class B preferred shares authorized for issuance
is 300,000 shares with a par value of $0.001;  and the aggregate number of Class
C preferred shares authorized for issuance is 100,000 shares with a par value of
$0.001.

     Effective August 25, 2006, in furtherance of its business plan, the Company
acquired MB Holding Corporation, a Nevada corporation ("MB Holding") in exchange
for 34,000,000  (post  reverse-split)  shares of the Company's  common stock. MB
Holding,  though its  wholly-owned  subsidiaries,  VPS Holding,  LLC, a Kentucky
limited liability company ("VPSH"), and Envoii Healthcare, LLC, a Nevada limited
liability company ("Envoii")  developed and own certain  technologies related to
real-time  internet  prescription  drug  monitoring.   In  connection  with  the
acquisition  of MB Holding,  we (a) we effected a 1 for 100 reverse split of our
Class A Common Stock, (b) cancelled all of our outstanding Class B Common Stock,
(c)  amended  our  Certificate  of  Incorporation,  and (d)  changed our name to
"VirtualHealth Technologies, Inc."

     On October 6, 2006, the Company consummated a Stock Exchange Agreement with
NewMarket Technology, Inc., a Nevada corporation,  pursuant to which the Company
acquired the  outstanding  shares of Medical  Office  Software,  Inc., a Florida
corporation  ("MOS").  Prior to the  acquisition,  the Company owned  forty-nine
percent (49%) of MOS' outstanding shares.  Under the terms of the Stock Exchange
Agreement,  the Company  acquired  the  remaining  outstanding  shares of MOS in
exchange  for (a)  1,400,000  shares  of our  common  stock,  and (b) a two year
convertible promissory note in the principle amount of $900,000. The outstanding
principal balance of the note may be converted, at the option of NewMarket, into
shares of our common  stock at the market  price of the common stock at the time
of conversion; provided, however, that in no event will we be obligated it issue
more than 675,000 shares of our common stock upon a conversion.  The convertible
note will  automatically  convert  into shares of our common stock if the market
price for our common stock reaches $2.00 per share.

Business

     The Company's primary business focus is healthcare technology. We are still
in the early stage of our development and will have to raise additional capital,
either  through  the  sale of  equity  or  through  debt  financing  to meet our
contractual   obligations,   and  continue  operations.   We  have  developed  a
proprietary  software  solution  tailored  toward object  security and primarily
utilized  this  software in  products  and  services  we offered  under the name
VeriscripTM.

     In addition to our Veriscrip products and services MOS' client base of over
1500 users is a  tremendous  asset to  Veriscrip.  It  establishes  an  existing
platform of early technology  adopters already familiar with Virtual Health as a
trusted  source of  technology  solutions  for their  practice.  As Veriscrip is
deployed in each state where MOS has a base of users, those users would serve as
the initial sites for testing.


                                       5
<PAGE>



Veriscrip Business Model and Market Stragety

     The  business  model for our  Veriscrip  products and services is primarily
based upon the selling and operation of real-time  controlled  prescription drug
monitoring  for  state  agencies,  which  pay for the  services.  Our  fees  are
comprised  of license  fees and  transaction  fees.  We  believe  that these fee
components are a standard practice for electronic solutions and will be accepted
in the  market.  In  addition,  a small  amount of revenue  may be derived  from
electronic  networks  with  which  we have  established  connectivity  to  reach
pharmacies and Pharmacy  Benefit  Mangers  (PBMs).  We expect that our customers
will  typically  be a state  and/or  federal  agency  and can be  classified  as
follows:

     Primary  Paying  Customer:  State  agencies who contract with us to provide
controlled   prescription   management   solutions  within  their  jurisdiction,
typically a state,  and the regulators they employ to manage the  administration
of prescription drugs within their states.

     Parties Involved:  Prescribers,  including physicians, nurse practitioners,
psychiatrists,  and dentists, as well as pharmacies are participants as they are
directly involved in the authorization and dispensing of controlled prescription
drugs. We service these parties per our agreements with state sponsors; however,
we have  not  forecasted  nor do we  expect  to  derive  revenue  for  our  core
functionality  from  these  parties  for  our  core  product  offering.   Future
value-added transaction sets and functionality may garner additional revenue.

     The following are our anticipated primary sources of revenue:

     Pilot Fees:  In advance of each contract  with a state-wide  agency,  it is
     anticipated  we will begin with a pilot  program  within a small  region to
     test and verify with the state agency the  effectiveness  and  operation of
     our  solution.  We  anticipate  that the  state  agency  will pay a nominal
     amount, most likely as a flat fee, to support these pilot activities.

     License  Fees:  We expect to be paid a one-time  license fee from our state
     agency customers,  based upon state  population,  and paid over a period of
     time.   This  fee  is   anticipated   to  cover  all  of  our  startup  and
     implementation costs.

     State Transaction Fees: We also anticipate  receiving  transaction  revenue
     from our state agency customers for each transaction processed.

     During January through April of 2004, the Veriscrip solution was programmed
and  beta-tested at two pilot sites in Harlan and Perry counties in Southeastern
Kentucky.  During this  period,  our solution  was  previewed  by several  third
parties,  including the state licensure board president and a key legislator. On
April 28, 2004, the first real-time electronic  prescription was transmitted and
received  using  the  Veriscrip  System  at a rural  clinic  in  Harlan  County,


                                       6
<PAGE>



Kentucky.  A second pilot project was conducted at a medical center practice and
pharmacy  in  Hazard,   Kentucky.   On  October  15,  2004,   the  first  public
demonstration  of our  Veriscrip  System was  conducted  at the annual  National
Technology Meeting for State Prescription Drug Monitoring Programs in Lexington,
Kentucky, sponsored by the National Alliance for Model State Drug Laws.

     The  University  of  Louisville  ("U of L")  School  of Public  Health  and
Information  Sciences  initiated an assessment of our Kentucky pilot projects in
October 2004. The Assessment Report  recommended that, "there may be significant
benefits for the state to move ahead now with the proposed technology, either as
an alternative or an enhancement for the existing KASPER ("Kentucky All-Schedule
Prescription  Electronic  Reporting" system),  or, potentially,  as a plug-in to
KASPER,  providing  a way  for  prescribers  data  to  move  in  real-time  from
prescribers  to  dispenser  to the  regulatory  side," but notes,  "[t]he  major
barrier  to  implementation   will  be  resistance  by  physicians   because  of
productivity  costs and  opportunity  costs in the  context of  emerging  health
information  exchange  technologies."  The  Assessment  Report also  includes an
appendix  in which the U of L  assessment  concludes  the  Veriscrip(TM)  System
completely meets 18 criteria,  and partially meets another 7 criteria, of the 60
Recommendations  for Comparing  Electronic  Prescribing Systems made by the RAND
Electronic  Prescribing Advisory Board.  Seventeen of the 60 recommendations are
not expected to be met until 2007. The Veriscrip(TM) System meets three of those
future criteria and one partially.  Notwithstanding the positive statements made
about  the  Veriscrip(TM)  System  in  the  assessment  report  there  can be no
assurance that Veriscrip will be adopted by Kentucky or any other state.

     During the next twelve  months,  we expect to present  the  findings of the
University  of  Louisville  Assessment  Report to  interested  state and federal
regulatory  agencies,  as well as a related  report  prepared for the California
HealthCare Foundation in 2004 that concludes  productivity and opportunity costs
are minimal, if any, and additional savings may be accrued from "downstream time
savings, chiefly from electronic data transmission and more thorough order entry
(resulting in fewer pharmacy callbacks for clarification and revision)." We also
plan to have a presence at national  meetings and conferences of law enforcement
and regulatory  professions,  at which to demonstrate the Veriscrip  System.  We
cannot, however,  predict whether, or give any assurance that, these reports and
endeavors will result in any sales of our Veriscrip System or, if such sales are
achieved  or, if such  sales are  achieved,  whether  we will be able to fulfill
obligations under such sales with our current funding levels.

     We  believe  that our  Veriscrip  System  has  several  advantages  in this
emerging market:

     First to Operate a Real Time Solution:  We believe that the Veriscrip pilot
project in Kentucky is the first state-backed real time electronic  prescription
drug monitoring program (PDMP) in the United States. This experience provides us
with an opportunity to work with  regulators and state  governments to fine tune
an overall product offering,  and provides a potential advantage in marketing to
other states.


                                       7
<PAGE>



     Single Focus: Unlike many potential  competitors,  Veriscrip has one focus,
the provision of controlled prescription compliance solutions to state agencies.
By  maintaining  a simple  focus,  we can maximize our  resources.  Although our
management  personnel  have a deep and  varied  base of  experience  in  related
healthcare solutions (i.e., records management, healthcare privacy solutions) of
our competitors,  our simple focus helps to avoid management  distractions  that
might otherwise be focused toward these related areas.

     Our Veriscrip  marketing  strategy is to position  Veriscrip such that user
barriers to adoption are minimized,  we leverage existing  complementary vendors
rather than compete with them,  and combine a set of services that both uniquely
meets the regulatory  monitoring  needs of state  agencies and resolves  current
problems facing  prescribers and pharmacies.  Our current  marketing efforts are
focused on states which  appear to be aware of the  prescription  drug  problems
within  their  state,  have  drafted  bills  and/or   commissioned   studies  on
prescription  drug abuse, and have some drug monitoring system or plan currently
in place.  These criteria will assist in identifying target states for marketing
efforts,  but contacts and relationships of management will play essential roles
in securing audience with state decision makers.

     As a rule, the following challenges exist within every state:

     Lack of awareness:  Most state  governments do not have a general awareness
of the extent and cost of prescription drug abuse. In addition, most do not know
that  practical  real time options exist for  administration  and  monitoring of
prescription  drugs.  Generating  awareness  through  media  stories  and direct
marketing to government  officials and health related groups are essential parts
of our strategy.

     Confidentiality of Patient Information:  Patient  confidentiality remains a
key  barrier  in  passing  legislation  in  certain  states  and  is  a  primary
contributing  factor in the slow adoption.  HIPAA legislation passed by Congress
in 1996 provides a strong framework for securing health information.  We believe
that our Veriscrip System is HIPAA compliant,  and meeting this concern requires
effective  communication of our system attributes,  compliance,  and a proactive
approach to security and confidentiality in general.

     Funding:  States,  facing fiscal  crisis,  have few dollars to spend on new
programs  even if they will  save the state  significant  amounts  of money.  We
believe, however, that there are several ways for states to generate the funding
necessary for our Veriscrip System. For example,  the U.S. Department of Justice
is currently  administering  the Hal Rogers Fund, which was established to issue
grants to states wishing to implement or improve  prescription  drug  monitoring
programs. Funding levels for 2005 have reached $10 million, for a total of $26.5
million  over the last three  years.  In  addition,  states  could  establish  a
mechanism  by  which  pharmaceutical  companies  may  contribute  to  the  state
monitoring programs. Purdue Pharma, whose OxyContin product has received so much
publicity recently,  has offered to assist in funding the program in Florida. As
part of our marketing efforts,  we plan on educating our potential  customers as
to these various approaches to funding for our services.


                                       8
<PAGE>



     MOS Business Model and Market Strategy

     Medical Office  Software,  Inc.  ("MOS") was  incorporated  in the State of
Florida in September of 1984.  Since its  inception,  the Company has engaged in
the physician practice  management system ("PMS") market.  Having completed more
than 1,500  installations,  the Company has  established  a strong  presence and
brand  throughout  Southeastern  Florida  as what  we  believe  is the  premiere
provider of physician practice  solutions.  The Company began as a developer and
marketer of its own PMS solution.  At the present,  however, the Company focuses
almost  exclusively  on reselling  and  supporting  products  developed by other
parties in an effort to provide the best of breed to it's customers.  The market
segments and products for each of these markets are as follows:

     Physician  Practices:  Practice  Management  Software,  Electronic  Medical
Records Software,  Electronic Claims Transactions via our Portal,  E-prescribing
Solutions and  Pre-packaged  Pharmaceuticals  for the development of an in-house
retail pharmacy.

     Orthotic  and  Prosthetic  Facilities:  Practice  Management  Software  and
Electronic Claims Transactions via our electronic solution.

     The following are our anticipated primary sources of revenue:

     License  Fees:  For  each  of  the  software   solutions  whether  Practice
     Management or Electronic  Medical Records there is a license fee collected.
     The amount of each fee varies upon the scope of the installation and number
     of users. This one-time fee is independent of any on-going maintenance fees
     paid.

     Upgrade Fees: As newer and improved  versions of the software  products are
     released an upgrade fee is collected  from the customer.  Since many of the
     transactions  that emerge from the software are regulated  standards  these
     upgrades are issued annually and are quickly adopted by the user base.

     Training Fees:  Training fees are collected for both new  installations and
     for  existing  installations  that  have a need to train  new  staff or for
     improved use of the existing product.

     Support  Maintenance  Fees: We expect to be paid an annual  maintenance fee
     for  each  installation.   These  fees  are  typically   collected  on  the
     anniversary of the installation for each customer.  They allow customers to
     receive  critical  updates  and  support  for their  products.  Support  is
     available  via  telephone,  remotely  via the  Webb or  on-site  as  deemed
     necessary.

     Transaction Fees: There are multiple transactions that are generated by the
     Practice Management Software:  Electronic Claims, Electronic Statements and
     Electronic Prescriptions. These transactions are all billed to the customer
     as a per transaction fee or a flat monthly rate option.


                                       9
<PAGE>



     Hardware  Sales: In addition to the software  solutions,  MOS also provides
     and installs  hardware on which the MOS services operate (PC  Workstations,
     Network HW and Servers).

     Hardware and Network  Maintenance and Consulting  Fees: MOS has an in-house
     team of technicians  that are capable of setting up,  trouble  shooting and
     streamlining  network performance and efficiency.  These fees vary with the
     scope of each request

     Custom  Development Fees: We also provide custom  development  services for
     customers who desire forms or reports particular to their operations. These
     fees vary on the scope of each request.

     The Company currently has no funds to execute its business plans and it has
no agreements or understandings in place that would provide it with the required
funding to execute its business plan.

Competition

Veriscrip

     We believe that minimal direct competition for the type of solution offered
by Veriscrip  exists in the market today, and no other company that we are aware
of has operated a  state-funded  pilot program for real time  prescription  drug
compliance  monitoring.  There are  several  potential  sources of  competition,
however,  and it will likely come most  heavily from  e-prescribing  or pharmacy
management firms and other healthcare  IT/Government  contracted firms that have
existing  business for database  collection  and reporting.  Of these  potential
sources of competition, many have greater financial resources than we do and can
provide a greater range of solutions for our targeted customers. These potential
competitors  are  currently  involved  in  state  Prescription  Drug  Monitoring
Programs by providing  regulators access to retrospective  prescription  history
(typically 2-4 weeks old), not real time access to current prescription activity
as Veriscrip  does.  These include Nevoca (a company that originally bid against
Veriscrip for the Kentucky pilot project), Optimum Technology (a technology firm
that  contracts  with  several  state  agencies  for law  enforcement  and  drug
monitoring  data  collection)  and Atlantic  Associates (a company that performs
prescription drug monitoring for several states including Wyoming,  Kentucky and
Ohio).

     The Practice  Management industry is fraught with competition dating as far
back as the 1980's. Two very distinct characteristics necessary for a company to
survive in this highly  competitive  market is flexibility and foresight.  Since
it's  establishment in 1984 MOS has outlived hundreds of it's competitors in the
field of practice  management  by  leveraging  both the foresight to see changes
ahead and the  flexibility  to make those changes  immediately.  MOS' close ties
with it's customers  provide a unique  relationship  that allow it's software to
evolve with its users in a way that other companies cannot.  MOS's commitment to
bringing only the best of breed to it's customers also insures that they deliver
what their users need not what the industry feels is important


                                       10
<PAGE>



Employees

     We currently have 14 employees,  of which 2 currently  provide services for
our Veriscrip  operations  and 12 provide  services for our MOS  operations.  We
expect to use consultants, attorneys, and accountants as necessary.

Risk Factors

     The following risk factors should be considered  with respect to making any
investment in our  securities  as such an  investment  involves a high degree of
risk.  You  should  carefully   consider  the  following  risks  and  the  other
information  set forth elsewhere in report,  including the financial  statements
and related notes,  before you decide to purchase shares of our common stock. If
any of these risks  occur,  our  business,  financial  condition  and results of
operations could be adversely  affected.  As a result,  the trading price of our
common stock could decline,  perhaps  significantly,  and you could lose part or
all of your investment.

We  expect  to incur  losses  in the  future  and may not  achieve  or  maintain
profitability.

     We have incurred net losses since we began operations in 2003. Our net loss
was approximately $680,875 for fiscal year 2006 and $292,453 for the fiscal year
ended December 31, 2005. We expect to make significant  investments in our sales
and marketing programs and research and development,  resulting in a substantial
increase  in our  operating  expenses.  Consequently,  we will need to  generate
significant  additional  revenue to achieve and  maintain  profitability  in the
future.  We may not be able to  generate  sufficient  revenue  from sales of our
products and related professional  services to become profitable.  Even if we do
achieve  profitability,  we may  not  sustain  or  increase  profitability  on a
quarterly or annual basis. In addition to funding  operations  through increased
revenue,  we anticipate  that we will need to raise  additional  capital  before
reaching profitability. We cannot predict when we will operate profitably, if at
all.  If we fail to  achieve  or  maintain  profitability,  our stock  price may
decline.

Because we have a limited  operating  history  with which you can  evaluate  our
current business model and prospects.

     The first pilot for our Veriscrip  System was launched in the early part of
2004. To date, we have not obtained any  commercial  customers for the Veriscrip
System.

     Because  the  Veriscrip  System  is still at a  relatively  early  stage of
commercialization,  it is difficult  for us to forecast the full level of market
acceptance that our solution will attain. Some of the risks we face include:

*    competitors may develop products,  technologies or capabilities that render
     our products  obsolete or  noncompetitive or that shorten the life cycle of
     the Veriscrip System;
*    we may not be able to attract and retain a broad customer base; and
*    we  may  not  be  able  to  negotiate  and  maintain  favorable   strategic
     relationships.


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<PAGE>



     We expect the Medical Office Software to account for a significant  portion
of our total  revenue  for the  foreseeable  future.  We intend to  continue  to
enhance  the  Veriscrip  System  throughout  the pilot  project  phase and after
commercialization.

     Failure to  successfully  manage  these risks could harm our  business  and
cause our stock price to fall. Furthermore, to remain competitive, products like
ours  typically  require  frequent  updates  that add new  features.  We may not
succeed in creating and  licensing  updated or new versions of our  products.  A
decline in demand  for, or in the average  price of, our  products  would have a
direct negative effect on our business and could cause our stock price to fall.

If we cannot meet our future capital requirements, our business will suffer.

     We will need additional  financing to continue  operating our business.  We
need to raise  additional  funds in the future through public or private debt or
equity financings in order to:

*    fund operating losses;
*    scale sales and marketing to address our targeted markets;
*    take advantage of  opportunities,  including  expansion or  acquisitions of
     complementary  businesses  or  technologies;   *  hire,  train  and  retain
     employees;
*    develop new products or professional services; or
*    respond to economic and competitive pressures.

     If our capital needs are met through the issuance of equity or  convertible
debt securities,  the percentage  ownership of our stockholders will be reduced.
Our future  success  may be  determined  in large part by our  ability to obtain
additional financing, and we can give no assurance that we will be successful in
obtaining  adequate  financing on favorable  terms, if at all. If adequate funds
are not  available  or are not  available on  acceptable  terms,  our  operating
results and financial condition may suffer, and our stock price may decline.

Our operating results may fluctuate, which may adversely affect our stock price.

     We are an emerging  company.  As such, our quarterly revenue and results of
operations are difficult to predict. We have experienced fluctuations in revenue
and  operating  results  from   quarter-to-quarter  and  anticipate  that  these
fluctuations  will  continue  until the company  reaches  critical  mass and the
market becomes more stable.  These fluctuations are due to a variety of factors,
some of which are outside of our control, including:

*    the fact that we are a relatively young company;
*    we  expect to  derive  the bulk of our  revenue  from  sales to  government
     agencies;
*    our ability to attract new customers and retain existing customers;
*    the length and variability of our sales cycle,  which makes it difficult to
     forecast the quarter in which our sales will occur;
*    the amount and timing of operating expense relating to the expansion of our
     business and operations;


                                       12
<PAGE>



*    the  development  of new  products  or  product  enhancements  by us or our
     competitors, as well as the adoption of new standards;
*    the introduction and market acceptance of new technologies and products;
*    actual  events,   circumstances,   outcomes,  and  amounts  differing  from
     judgments,  assumptions,  and estimates used in  determining  the values of
     certain  assets  (including the amounts of related  valuation  allowances),
     liabilities, and other items reflected in our financial statements; and
*    how well we execute on our strategy and operating plans.

     As a  consequence,  operating  results for a particular  future  period are
difficult  to  predict,  and,  therefore,  prior  results  are  not  necessarily
indicative  of results to be expected in future  periods.  Any of the  foregoing
factors, or any other factors discussed elsewhere herein,  could have a material
adverse affect on our business,  results of operations,  and financial condition
that could adversely affect our stock price.

     We also typically realize a significant  portion of our revenue in the last
few weeks of a quarter  because  of our  customers'  purchasing  patterns.  As a
result, we are subject to significant  variations in license revenue and results
of operations  if we incur a delay in a large  customer's  order.  If we fail to
close one or more significant  license agreements that we have targeted to close
in a given quarter,  this failure could seriously harm our operating results for
that quarter.  Failure to meet or exceed the expectation of securities  analysts
or investors  due to any of these or other  factors may cause our stock price to
fall.

Our revenues for a particular  period are difficult to predict,  and a shortfall
in revenues may harm our operating results.

     As a result of a variety of factors discussed in this Report,  our revenues
for a particular  quarter are difficult to predict.  Our net sales may grow at a
slower rate than we anticipate,  or may decline.  We plan our operating  expense
levels based  primarily on forecasted  revenue  levels.  These  expenses and the
impact of  long-term  commitments  are  relatively  fixed in the short  term.  A
shortfall in revenue could lead to operating results being below expectations as
we may not be able to quickly  reduce these fixed  expenses in response to short
term business changes.

Product quality problems could lead to reduced revenues,  gross margins, and net
income.

     Our  Veriscrip  System  is  a  highly  complex  product  that  incorporates
leading-edge  technology,   including  both  hardware  and  software.   Software
typically   contains  bugs  that  can   unexpectedly   interfere  with  expected
operations. There can be no assurance that our testing programs will be adequate
to detect all  defects,  either ones in  individual  products or ones that could
affect numerous  shipments,  which might  interfere with customer  satisfaction,
reduce sales opportunities,  or affect gross margins. We may have had to replace
certain  components  and respond to the discovery of defects or bugs in products


                                       13
<PAGE>



that we had shipped.  There can be no assurance that such  replacement and cure,
would not have a material  impact.  In addition,  an inability to cure a product
defect could result in a temporary or permanent  withdrawal  of our product from
the market which could result in damage to our reputation,  inventory  costs, or
product  reengineering  expenses,  any of which could have a material  impact on
revenues, margins, and net income.

Our proprietary rights may prove difficult to enforce.

     We generally rely on patents, copyrights, trademarks, and trade secret laws
to establish and maintain  proprietary  rights in our  technology  and products.
While we have process pending on some of our intellectual property, there can be
no  assurance  that  this  process  or  other  proprietary  rights  will  not be
challenged, invalidated, or circumvented or that our rights will in fact provide
competitive  advantages  to us.  Furthermore,  many key aspects of our Veriscrip
System technology are governed by industry-wide  standards,  which are usable by
all market entrants. In addition, there can be no assurance that patents will be
issued from pending  applications  or that claims allowed on any patents will be
sufficiently  broad to protect our  technology.  In  addition,  the laws of some
foreign countries may not protect our proprietary  rights to the same extent, as
do the laws of the United  States.  The  outcome of any  actions  taken in these
foreign  countries may be different than if such actions were  determined  under
the laws of the  United  States.  If we are unable to  protect  our  proprietary
rights (including  aspects of products protected other than by patent rights) in
a market, we may find ourselves at a competitive disadvantage to others who need
not incur the  substantial  expense,  time,  and effort  required  to create the
innovative products that have enabled us to be successful.

We may be found to infringe on intellectual property rights of others.

     Third  parties,  including  customers,  may in the future  assert claims or
initiate litigation related to exclusive patent, copyright, trademark, and other
intellectual  property  rights to  technologies  and related  standards that are
relevant to us. These  assertions may emerge over time as a result of our growth
and the general increase in the pace of patent claims  assertions,  particularly
in the United  States.  Because of the existence of a large number of patents in
the IP field,  the  secrecy  of some  pending  patents,  and the  rapid  rate of
issuance of new patents,  it is not  economically  practical or even possible to
determine  in advance  whether a product or any of its  components  infringes or
will infringe the patent rights of others.  The asserted claims and/or initiated
litigation  can include claims against us or our  manufacturers,  suppliers,  or
customers, alleging infringement of their proprietary rights with respect to our
existing or future products or components of those  products.  Regardless of the
merit of these claims,  they can be time-consuming,  result in costly litigation
and diversion of technical and management personnel,  or require us to develop a
non-infringing  technology  or enter into license  agreements.  Where claims are


                                       14
<PAGE>



made by customers, resistance even to unmeritorious claims could damage customer
relationships.  There can be no  assurance  that  licenses  will be available on
acceptable terms and conditions,  if at all, or that our  indemnification by our
suppliers  will be adequate to cover our costs if a claim were brought  directly
against us or our  customers.  Furthermore,  because of the  potential  for high
court  awards that are not  necessarily  predictable,  it is not unusual to find
even arguably  unmeritorious  claims  settled for  significant  amounts.  If any
infringement or other  intellectual  property claim made against us by any third
party is  successful,  or if we fail to  develop  non-infringing  technology  or
license the proprietary rights on commercially  reasonable terms and conditions,
our business, operating results, and financial condition could be materially and
adversely affected.

We rely on the availability of third-party licenses.

     Although  we attempt  to limit any use of  third-party  products  requiring
licensing,  our  Veriscrip  System is  designed  to  include  software  or other
intellectual  property  licensed from third parties.  It may be necessary in the
future to seek or renew  licenses  relating to various  aspects of this or other
products.  There  can be no  assurance  that  the  necessary  licenses  would be
available  on  acceptable  terms,  if at all. The  inability  to obtain  certain
licenses  or other  rights or to obtain  such  licenses  or rights on  favorable
terms, or the need to engage in litigation regarding these matters, could have a
material  adverse  effect on our  business,  operating  results,  and  financial
condition.  Moreover,  the  inclusion  in our  products  of  software  or  other
intellectual  property licensed from third parties on a nonexclusive basis could
limit our ability to protect our proprietary rights in our products.

Our  operating  results  and  future  prospects  could be  materially  harmed by
uncertainties of regulation of the Healthcare market.

     The healthcare market is highly regulated. Regulations that effect or could
potentially  effect us or our product include  regulations  regarding  patients'
privacy  rights.  Although we believe that the  Veriscrip  System  complies with
current state and federal  requirements,  we may find that such is not the case.
Further,  we could  be  materially  adversely  affected  by any new  regulations
applicable  to our  market  space.  If the  Veriscrip  System  were found not in
compliance  with current  regulations  or if new  regulations  were adopted that
apply to the Veriscrip System, we may incur unanticipated expenses to modify our
product  to meet such  regulations  and,  at the same  time,  the demand for our
products  could  decrease,  which  would have a material  adverse  effect on our
business, operating results, and financial condition.

Failure to retain and recruit key  personnel  would harm our ability to meet key
objectives.

     Our  success  will  depend,  in large  part,  on our ability to attract and
retain highly skilled  technical,  executive,  managerial,  sales, and marketing
personnel.  Competition  for these  personnel  is intense  in the market  today.
Volatility or lack of positive performance in our stock price may also adversely
affect  our  ability to retain key  employees,  virtually  all of whom have been
granted stock  options.  The loss of services of any of our key  personnel,  the


                                       15
<PAGE>



inability to retain and attract qualified  personnel in the future, or delays in
hiring required personnel,  particularly  executive management,  engineering and
sales personnel, could make it difficult to meet key objectives,  such as timely
and effective product introductions.

Our stock price may continue to be volatile.

     Our common stock has experienced substantial price volatility, particularly
as a result of  speculation  in the  investment  community  about our  strategic
position,  financial condition, results of operations, or business. In addition,
the stock market has experienced extreme price and volume fluctuations that have
affected the market price of many technology companies, in particular,  and that
have often been unrelated to the operating performance of these companies. These
factors,  as well as general economic and political  conditions,  may materially
adversely   affect  the  market  price  of  our  common  stock  in  the  future.
Additionally,  volatility or a lack of positive  performance  in our stock price
may  adversely  affect  our  ability to retain  key  employees,  all of whom are
compensated in part based on the performance of our stock price.

Failure to manage our planned growth could harm our business.

     Our  ability  to  successfully  market and  license  the  Veriscrip  System
requires an  effective  plan for managing our future  growth.  Future  expansion
efforts may be expensive and may strain our managerial and other  resources.  To
manage future growth effectively, we must maintain and enhance our financial and
accounting  systems and controls,  integrate  new personnel and manage  expanded
operations.  If we do not manage  growth  properly,  it could harm our operating
results and financial condition and cause our stock price to fall.

     A few of our existing  shareholders  own a large  percentage  of our voting
stock and will have a significant  influence over matters requiring  stockholder
approval and could delay or prevent a change in control.

     Subsequent  to  the  acquisition  of MB  Holding  and  MOS,  our  officers,
directors and their affiliates will beneficially own or control approximately 64
% of our outstanding  common stock. As a result,  our management  could have the
ability to exert substantial  influence over all matters  requiring  approval by
our  stockholders,  including  the  election  and removal of  directors  and any
proposed merger, consolidation or sale of all or substantially all of our assets
and  other  corporate  transactions.  This  concentration  of  control  could be
disadvantageous to other stockholders with interests different from those of our
officers,  directors  and  principal  stockholders.  For example,  our officers,
directors and principal  stockholders  could delay or prevent an  acquisition or
merger even if the transaction  would benefit other  stockholders.  In addition,
this  significant  concentration  of share  ownership may  adversely  affect the
trading  price  for  our  common  stock   because   investors   often   perceive
disadvantages in owning stock in companies with controlling stockholders. Please
see "Security  Ownership of Certain Beneficial Owners and Management" for a more
detailed description of our share ownership.


                                       16
<PAGE>



Liquidity of our common stock.

     Although there is a public market for our common stock,  trading volume has
been  historically low which  substantially  increases your risk of loss. We can
give no assurance  that an active and liquid public market for the shares of the
common stock will develop in the future.  Low trading volume in our common stock
could affect your ability to sell the shares of common stock. The development of
a public  trading  market  depends upon not only the existence of willing buyers
and sellers,  but also on market makers. The market bid and asked prices for the
shares may be significantly  influenced by decisions of the market makers to buy
or sell the  shares  for  their  own  account,  which  may be  critical  for the
establishment  and  maintenance of a liquid public market in the shares.  Market
makers are not required to maintain a continuous  two-sided  market and are free
to withdraw firm quotations at any time. Additionally,  in order to maintain our
eligibility  for quotation on the OTC Bulletin  Board,  we need to have at least
one  registered  and active  market  maker.  No assurance  can be given that any
market making  activities of any additional  market makers will commence or that
the activities of current market makers will be continued.

Sales of our  common  stock in the public  market may lower our stock  price and
impair our ability to raise funds in future offerings.

     If our  stockholders  sell  substantial  amounts of our common stock in the
public market, the market price of our common stock could fall. The price of our
common  stock could also drop as a result of the  exercise of options for common
stock or the  perception  that such sales or  exercise of options  could  occur.
These  factors also could make it more  difficult  for us to raise funds through
future offerings of our common stock.

Our Articles and Bylaws may delay or prevent a potential takeover of us.

     Our Articles of Incorporation,  as amended, and Bylaws, as amended, contain
provisions  that may have the effect of  delaying,  deterring  or  preventing  a
potential  takeover of us, even if the  takeover is in the best  interest of our
stockholders.  The Bylaws limit when  stockholders may call a special meeting of
stockholders.  The Articles also allow the Board of Directors to fill vacancies,
including newly created directorships.

Dividends.

     We have not paid and do not currently  intend to pay  dividends,  which may
limit the current return you may receive on your investment in our common stock.
Future  dividends  on our  common  stock,  if any,  will  depend  on our  future
earnings,  capital  requirements,  financial  condition  and other  factors.  We
currently  intend to retain  earnings,  if any,  to  increase  our net worth and
reserves.  Therefore,  we do not anticipate that any holder of common stock will
receive any cash,  stock or other dividends on our shares of common stock at any
time in the near future.  You should not expect or rely on the potential payment
of dividends as a source of current income.


                                       17
<PAGE>



"Penny Stock" Limitations.

     Our common  stock  currently  trades on the OTC Bulletin  Board.  Since our
common  stock  continues  to trade  below $5.00 per share,  our common  stock is
considered a "penny  stock" and is subject to SEC rules and  regulations,  which
impose limitations upon the manner in which our shares can be publicly traded.

     These regulations require the delivery,  prior to any transaction involving
a penny stock,  of a disclosure  schedule  explaining the penny stock market and
the associated  risks.  Under these  regulations,  certain brokers who recommend
such  securities  to  persons  other  than  established   customers  or  certain
accredited  investors  must make a  special  written  suitability  determination
regarding such a purchaser and receive such purchaser's  written  agreement to a
transaction  prior to sale.  These  regulations  have the effect of limiting the
trading activity of our common stock and reducing the liquidity of an investment
in our common stock.

     Stockholders should be aware that, according to the Securities and Exchange
Commission  Release No. 34- 29093,  the market for penny  stocks has suffered in
recent years from patterns of fraud and abuse. These patterns include:

*    Control of the market for the security by one or a few broker-dealers  that
     are often related to the promoter or issuer;
*    Manipulation of prices through prearranged  matching of purchases and sales
     and false and misleading press releases;
*    "Boiler  room"   practices   involving  high  pressure  sales  tactics  and
     unrealistic price projections by inexperienced sales persons;
*    Excessive  and  undisclosed  bid-ask  differentials  and markups by selling
     broker-dealers; and
*    The   wholesale   dumping  of  the  same   securities   by  promoters   and
     broker-dealers after prices have been manipulated to a desired level, along
     with the  inevitable  collapse  of those  prices with  consequent  investor
     losses.

     Furthermore,  the  "penny  stock"  designation  may  adversely  affect  the
development of any public market for the Company's shares of common stock or, if
such a  market  develops,  its  continuation.  Broker-dealers  are  required  to
personally  determine  whether an  investment  in "penny  stock" is suitable for
customers.

     Penny stocks are  securities (a) with a price of less than five dollars per
share; (b) that are not traded on a "recognized"  national  exchange;  (c) whose
prices are not quoted on the NASDAQ automated  quotation  system  (NASDAQ-listed
stocks  must still meet  requirement  (a)  above);  or (d) of an issuer with net
tangible  assets  less than  $2,000,000  (if the issuer  has been in  continuous
operation  for at least three years) or $5,000,000  (if in continuous  operation
for less  than  three  years),  or with  average  annual  revenues  of less than
$6,000,000 for the last three years.


                                       18
<PAGE>



     Section 15(g) of the Exchange Act and Rule 15g-2 of the Commission  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 the Company's
common  stock are urged to obtain  and read  such  disclosure  carefully  before
purchasing any shares that are deemed to be "penny stock."

     Rule 15g-9 of the  Commission  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 (a) obtain from the investor information  concerning his or her
financial  situation,  investment  experience  and  investment  objectives;  (b)
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;  (c) provide the  investor  with a written  statement
setting forth the basis on which the broker-dealer made the determination in (b)
above;  and (d)  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 the Company's  stockholders to
resell their shares to third parties or to otherwise dispose of them.

Forward-Looking Statements

     When used in this Form  10-KSB or other  filings  by the  Company  with the
Securities  and Exchange  Commission,  in the Company's  press releases or other
public  or  shareholder  communications,  or in oral  statements  made  with the
approval of an authorized officer of the Company's executive officers, the words
or phrases "would be", "will allow",  "intends to", "will likely  result",  "are
expected to", "will  continue",  "is  anticipated",  "estimate",  "project",  or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.

     The  Company   cautions   readers  not  to  place  undue  reliance  on  any
forward-looking  statements,  which speak only as of the date made,  and advises
readers that forward-looking statements involve various risks and uncertainties.
.. Our management believes its assumptions are based upon reasonable data derived
from and known about our business and  operations.  No assurances  are made that
our actual  results of operations or the results of our future  activities  will
not differ  materially from these  assumptions.  The Company does not undertake,
and  specifically   disclaims  any  obligation  to  update  any  forward-looking
statements to reflect occurrences or unanticipated events or circumstances after
the date of such statement.



                                       19
<PAGE>



Item 2.  Description of Properties.

     The Company's executive offices are located at 325 West Main Street,  Suite
240,  Lexington,  Kentucky 40507. These offices occupy  approximately 796 square
feet and are held under a month to month lease with Regency Financial,  LLC. The
aggregate  rental for these office leases is $782 per month The Company does not
own or invest in, nor does the Company intend in the future, to own or invest in
real estate or interests in real estate,  real estate mortgages or securities of
or  interests in persons  primarily  engaged in real estate  activities.  MOS `s
executive offices are located at 790 E. Broward, Suite 300, Fort Lauderdale,  FL
33301. MOS occupies  approximately  2,000 square feet. MOS does not pay any rent
as of October  2006 as the space is rented to a Director  of the Company and the
Director is not charging rent to MOS.


Item 3.  Legal Proceedings.

     Medical Office Software,  Inc., a subsidiary of the Company is engaged in a
lawsuit by a former  employee for unpaid  commissions on sales. A court date has
not been set.  Management  for MOS is defending the litigation and considers the
claim to be without merit and is therefore vigorously defending the same. A loss
contingency has not been accrued for in the financial statements. The Company is
also involved from time to time in other litigation through the normal course of
its business.  Management  believes there are no such  undisclosed  claims which
would have a material effect on the financial position of the Company.


Item 4.  Submission of Matters to a Vote of Security Holders

     No matter was  submitted to a vote of the security  holders  during the 4th
quarter of the fiscal year covered by this report.







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                                       20
<PAGE>



                                     PART II


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

Share Price History

     The Company's common stock is traded in the over-the-counter market in what
is commonly  referred to as the "Pink Sheets" under the trading symbol "VHGI.PK"
The following table sets forth the high and low bid information of the Company's
common stock for the periods indicated.  The price information  contained in the
table was obtained from Yahoo  Finance.  Note that the  over-the-counter  market
quotations  reflect  inter-dealer  prices,  without retail mark-up,  markdown or
commission,  and  that  the  quotations  may not  necessarily  represent  actual
transactions in the common stock.

      Quarter Ended                                     High (1)    Low (1)
      -------------                                     -------     ------

      2005
      March 31..............................            $0.08        $0.02
      June 30...............................            $0.09        $0.04
      September 30..........................            $0.08        $0.02
      December 31...........................            $0.04        $0.02

      2006
      March 31..............................            $0.02        $0.02
      June 30...............................            $0.02        $0.02
      September 30..........................            $1.50        $1.25
      December 31...........................            $0.08        $0.05

Holders of Record

     As of April 13, 2007 there were  approximately 642 holders of record of the
Company's  common  stock.  The number of holders  of record  was  calculated  by
reference to the Company's stock transfer agent's books.


Dividend Policy

     To date,  the  Company  has not paid  dividends  on its common  stock.  The
payment of dividends on the Company's common stock, if any, is at the discretion
of the board and will depend upon its earnings,  if any, the  Company's  capital
requirements and financial  condition,  and other relevant factors.  See Item 6.
"Management's  Discussion and Analysis or Plan of  Operation."  The Company does
not intend to declare  any  dividends  in the  foreseeable  future,  but instead
intend to retain all earnings, if any, for use in its anticipated operations.

Stock Option Plans To date,  the Company does not have any stock option plans in
place.


                                       21
<PAGE>



Securities Authorized for Issuance Under Equity Compensation Plans

     The Company does not have any equity compensation plans.

Issuance of Securities

     Effective  April  14,  2006,  the  Company  entered  into a Stock  Purchase
Agreement  with  MLH  Investments,  LLC  ("MLH"),  a  Nevada  limited  liability
corporation,  where MLH purchased 156,196,406 pre-split shares of authorized but
unissued  shares of Class A Common  Stock,  par value  $0.0001  per share,  at a
purchase   price  of  $0.0001   per  share   ($15,619.64   in  the   aggregate).
Simultaneously,  an additional  100,000 shares of Class B Common Stock were also
purchased  by MLH  Investments  from James  Arch,  Chairman  of the Board of the
Company,  at a purchase price of $0.001 per share ($100 in the  aggregate).  The
sale of the Class B shares was a private transaction. The Company did not use an
underwriter  in  connection  with  the  above  described   transaction  and  the
transaction  was  exempt  from  registration  pursuant  to  Section  4(2) of the
Securities Act of 1933 and Rule 506 as promulgated thereunder.

     Effective  August  25,  2006,  pursuant  to the  terms of a Stock  Exchange
Agreement with HEB, the Company issued and sold 34,000,000 (post  reverse-split)
shares of its  common  stock in  exchange  for 1,000  shares of MB  Holding.  In
connection with the  consummation of the Stock Exchange  Agreement,  the Company
also,  pursuant  to the terms of certain  debt  exchange  agreements,  exchanged
approximately  $2,600,000 of its outstanding  debt for 2,600,000  shares of post
split common stock.  The sale of the shares of our common stock  pursuant to the
Stock Exchange Agreement and debt exchange agreements was a private transaction.
The Company did not use an  underwriter in connection  with the above  described
transaction and the transaction was exempt from registration pursuant to Section
4(2) of the Securities Act of 1933 and Rule 506 as promulgated thereunder.

     On October 6, 2006, the Company consummated a Stock Exchange Agreement with
NewMarket Technology, Inc., a Nevada corporation,  pursuant to which the Company
acquired the  outstanding  shares of Medical  Office  Software,  Inc., a Florida
corporation  ("MOS").  Prior to the  acquisition,  the Company owned  forty-nine
percent (49%) of MOS' outstanding shares.  Under the terms of the Stock Exchange
Agreement,  the Company  acquired  the  remaining  outstanding  shares of MOS in
exchange  for (a)  1,400,000  shares  of our  common  stock,  and (b) a two year
convertible promissory note in the principle amount of $900,000. The outstanding
principal balance of the note may be converted, at the option of NewMarket, into
shares of our common  stock at the market  price of the common stock at the time
of conversion; provided, however, that in no event will we be obligated it issue
more than 675,000 shares of our common stock upon a conversion.  The convertible
note will  automatically  convert  into shares of our common stock if the market
price for our common stock reaches $2.00 per share.


Item 6.  Management's Discussion and Analysis or Plan of Operation

     The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of the Company's plan of
operation and financial condition.  The discussion should be read in conjunction
with the consolidated financial statements and notes thereto.


                                       22
<PAGE>



Financial Position

     The Company had $125,330 in cash and  $1,228,856 in goodwill as of December
31, 2006. The Company's liabilities were $1,967,248 and it had a working capital
deficit of  $(607,141).  The  Company had  $531,358 in revenues  during 2006 and
$16,667 in revenues  during 2005, its general and  administrative  expenses were
1,100,634  and $241,098,  respectively,  during these periods and its net losses
were $680,875 and $292,453, respectively, during these periods.

     The Company does not have sufficient funds to pay its current  liabilities.
The Company will continue to follow its plan of operation.

Plan of Operation

     We are still in the early  stages of our  operations.  In December  2000 we
acquired all of the common stock in Verified Prescription Safeguards, Inc., with
the intention of developing  an electronic  system to provide  solutions for the
prescription drug and healthcare industry. In August 2006, in furtherance of our
business plan, we acquired MB Holding,  and its wholly owned  subsidiaries,  VPS
and Envoii  Healthcare.  The Company will seek to obtain favorable  funding from
sources outside its principal  shareholders during the next twelve months. There
can be no assurance that the Company will be successful in obtaining  additional
funding.

     Effective  September  1, 2006,  to  continue  with its new  business  plan,
Medical Office Software, Inc was acquired. Medical Office Software, Inc. ("MOS")
was  incorporated  in the  State of  Florida  in  September  of 1984.  Since its
inception,  the  Company  has built an ever  growing  regional  presence  in the
physician practice management system ("PMS") market.  Having completed more than
1,500  installations,  the very seasoned  management team has established a very
strong  presence  and brand  throughout  Southeastern  Florida  as the  premiere
provider of physician practice  solutions.  The Company began as a developer and
marketer of its own PMS solution,  and has continued to maintain a high level of
development  expertise.  At the present,  however,  the Company  focuses  almost
exclusively on reselling and supporting  products  developed by other parties in
an  effort  to  provide  the best of breed to it's  customers  in this  emerging
landscape of interoperability.

     In 2002,  the  Company  lobbied for House Bill 26 in the  Kentucky  General
Assembly that  directed the Kentucky  Office of Technology to apply for a United
States  Department of Justice  Bureau of Justice  Assistance  grant to conduct a
pilot project of its real-time  prescription drug monitoring system in two rural
Kentucky  counties.  On July 30, 2003, the  Commonwealth of Kentucky,  awarded a
contract to VPS Holding,  LLC,  ("VPSH") a Kentucky  limited  liability  company
incorporated on August 29, 2002, by the sole member and manager,  James Millard,
the current President and CEO of the Company.  The contract awarded allowed VPSH
to lead a pilot project,  in Perry and Harlan  counties,  Kentucky,  at medical,


                                       23
<PAGE>



clinical, and pharmacy facilities. After withstanding a competitive challenge to
the contract,  the planning for implementing  the project  commenced in November
2003.  The project was conducted by a consortium  of companies  under license to
VPSH, that includes Envoii Healthcare,  LLC, a Nevada corporation,  and Computer
Information  Systems,  Inc., a London,  Kentucky,  consulting firm and solutions
provider  for  information   technology,   both  of  which  are   privately-held
corporations.  In order to perform  under the terms and  conditions of the state
contract,  VPSH,  licensed the technologies  from each corporation for a nominal
fee. Any benefits or revenues  derived  from the use of  technology  acquired by
VPSH,  shall pass  directly  through to the Company,  under the terms of a Joint
Venture Agreement.

     During   January-April   2004  the  Veriscrip  System  was  programmed  and
beta-tested at the two pilot sites in Harlan and Perry counties in  Southeastern
Kentucky in  preparation  for  implementing  the project  under the terms of the
contract. During this period, the system was previewed by several third parties,
including a state licensure  board president and a key legislator.  On April 28,
2004, the first real-time  electronic  prescription was transmitted and received
using the Veriscrip  System at a rural clinic in Harlan  County,  Kentucky.  The
pilot project was also  conducted at a medical  center  practice and pharmacy in
Hazard,  Kentucky, and was concluded on September 23, 2004. On October 15, 2004,
the first public  demonstration  of the  Veriscrip  System was  conducted at the
National  Technology Meeting for State Prescription Drug Monitoring  Programs in
Lexington, Ky., sponsored by the National Alliance for Model State Drug Laws.

     In December 2004, the Company contracted with a full-time lobbyist, Babbage
Cofounder/InterSouth, Inc., of Lexington, Kentucky, for the duration of the 2005
Kentucky  General  Assembly,  which concluded in April,  and unanimously  passed
Senate Bill 2, which provides for the preliminary  framework for establishing an
e-health information exchange in Kentucky.

     The  University  of  Louisville  School of Public  Health  and  Information
Sciences  initiated the assessment phase of the project in October 2004, and the
Assessment  Report  was  completed  and  delivered  to the  Kentucky  Office  of
Technology  on May 12,  2005.  The  Office  of  Technology  released  the U of L
Assessment Report as a public document on August 19, 2005. The Assessment Report
states,  "there may be significant benefits for the state to move ahead now with
the proposed  technology,  either as an alternative  or an  enhancement  for the
existing  KASPER  ["Kentucky  All-Schedule  Prescription  Electronic  Reporting"
system], or, potentially, as a plug-in to KASPER, providing a way for prescriber
data to move in real-time from prescriber to dispenser to the regulatory  side,"
but  notes,  "[t]he  major  barrier  to  implementation  will be  resistance  by
physicians because of productivity costs and opportunity costs in the context of
emerging health information  exchange  technologies." The Assessment Report also
includes an  appendix in which the U of L  assessment  concludes  the  Veriscrip
System completely meets 18 criteria,  and partially meets another 7 criteria, of
the 60 Recommendations for Comparing Electronic  Prescribing Systems made by the
RAND Electronic  Prescribing Advisory Board. Seventeen of the 60 recommendations
are not expected to be met until 2007.


                                       24
<PAGE>



     During the next twelve months,  the Company expects to present the findings
of the  University  of  Louisville  assessment  report to  interested  state and
federal regulatory agencies,  as well as an accompanying report prepared for the
California  HealthCare  Foundation  in  2004  that  concludes  productivity  and
opportunity  costs are minimal,  if any, and  additional  savings may be accrued
from  "downstream  time savings,  chiefly from electronic data  transmission and
more  thorough  order  entry   (resulting  in  fewer   pharmacy   callbacks  for
clarification  and  revision."  The  Company  also plans to have a  presence  at
national meetings and conferences of law enforcement and regulatory professions,
at which  to  demonstrate  the  Veriscrip(TM)  System.  At the  same  time,  the
Veriscrip(TM)  System is  constantly  being  improved  and  upgraded to meet and
exceed  emerging  technology  improvements  under the terms of the Joint Venture
Agreement.

     The Company's working capital  requirements for the foreseeable future will
vary based upon a number of factors and  depending  upon the entity owned by the
company. VPS Holding, LLC, the owner of the Veriscrip System has capital demands
to finish  development  and any  customization  of its  primary  system  for the
tracking of controlled  prescriptions,  the costs  associated with launching the
system if successfully developed, the acceptance of the system by each state and
market  penetration along with other factors that may not be foreseeable at this
time. Our entity,  Envoii  Healthcare,  LLC, has capital  requirements to finish
development and any customization of its security platform and the launching and
distribution of its systems. Medical Office Software, Inc. (MOS), even though it
has revenues sufficient to support its typical  operations,  has capital demands
from time to time that exceeds its ability to fund itself on its own. Management
believes  that the Company  will need at least  $2,000,000  in financing to fund
operations,  pay off  existing  debt,  pay  for  planned  expansion  and pay for
required  development work during the next twelve months. We have no commitments
to provide additional funding and there can be no assurance that we will be able
to obtain  additional  funding on  satisfactory  terms,  or at all. If we do not
receive the needed funding, we will not be able to execute our business plans".

Third Party Claims and Contingencies

     In addition  to the  foregoing,  we are  subject to a number of  additional
potential third party claims. These potential claims include the following:

     The  Company  has  been  inactive  for  some  time  and has  recently  been
reorganized through business acquisitions. Management believes that there are no
valid outstanding liabilities from prior operations.  If a creditor were to come
forward and claim a liability, the Company has committed to contest the claim to
the  fullest  extent of the law.  Due to various  statutes  of  limitations  and
because the likelihood  that a very old liability  would not still be valid,  no
amounts have been accrued in these financial statements for any such items.

     Medical  Office  Software,  Inc has received a claim from Bell South for an
advertising fee that they claim is valid.  Management  believe that they are not
liable for this claim. The original agreement was signed by previous  management
in 2002.  The matter has been turned over to our attorney.  Management  believes
the  ultimate  outcome of this  matter  will not have a  material  impact on the
financial condition of the Company.


                                       25
<PAGE>



     Pursuant to an agreement  with Growth Fund  Partnership,  Inc., the Company
agreed to pay a dividend on the Class B preferred stock on June 1, 2003, in cash
equal  to two  percent  of the  value  of the  Class B  Preferred  Stock,  or in
restricted Class A common stock equal to three percent of the value of the Class
B  Preferred  Stock.  On August  15,  2003,  a demand  was made by  Growth  Fund
Partnership,  Inc., for the dividend payment,  which the Company did not pay. On
March 10, 2005, the circuit court  dismissed  without  prejudice this action for
lack of prosecution by Growth Fund.

     On April 21, 2003,  the Company  entered  into an  agreement  with a former
consultant  whereby  the  Company  owes this  consultant  a total of $199,650 as
payment for services rendered.  This obligation was satisfied during 2006 by the
issuance of 199,650 shares of common stock .During 2005,  the Company,  based on
discussions with and tax notices from the Internal Revenue Service, became aware
of certain  potential  unpaid  payroll taxes and related  penalties and interest
from 1993 and 1995 totaling  $10,500.  These  liabilities  have been recorded as
accounts payable and general and  administrative  expenses at December 31, 2005,
but will be subject to further research of the Company's  historical tax records
and  of  the  statutes  of  limitations  related  to  such  liabilities,  and to
negotiations with the Internal Revenue Service.

     During the year ended  December 31, 2003,  the  Companies  renegotiated  an
existing  consulting  agreement  with a related party for  consulting  services,
defined by the agreement,  totaling  $125,000  through March 31, 2004,  which is
included in Accounts  Payable - related  party as of December  31,  2005.  Also,
during the year ended  December 31,  2003,  the  Companies  entered into two new
consulting  agreements with related parties for consulting services,  defined by
the agreements,  totaling $67,500 through completion of the projects, or earlier
termination by agreement of the parties, which is included in Accounts Payable -
related   party  as  of  December  31,  2005  (see  Note  7  for  related  party
transactions).  All three of these agreements  provide for payment to be made in
cash or, in lieu of cash,  Securities and Exchange  Commission Rule S-8 stock of
the  Companies.  The two new  agreements  contain  incentive  clauses that could
result in the issuance of up to 2,000,000 shares of the Companies' common stock.
This was converted to common stock during 2006.

     An Agreement by and between the Company and ABSZ,  LLC was entered into May
9, 2005 for the purpose of paying for accounting,  auditing,  tax and legal work
to enable the company to make  current  filings  with SEC and  Internal  Revenue
Service in order to maintain its current stock  registration and to operate as a
viable  public  company.  ABSZ  agreed to  provide  oversight  of all such work,
obtaining invoice from and making direct payments to those providing the various
services.  This agreement was originally  filed as Exhibit 10.8 of the Company's
Form 10-KSB,  dated  December 31, 2003 is again filed as an exhibit  within this
Form 10-KSB.  Under terms of this agreement  contributing members (Lenders) each
loaned 500,000 unrestricted shares of Common Stock to ABSZ. Also under the terms
of this agreement, the Company, upon filing all necessary documents with the SEC
and meets regulatory  guidelines to issue said shares, agrees to issue 3,500,000
shares of unrestricted  Common Stock to ABSZ for equal distribution of 1,000,000


                                       26
<PAGE>



shares each to the Lenders with 500,000  shares to the Managing  Member,  or his
designee.  ABSZ has paid to date  $33,774.23 for the benefit of the Company.  An
account  payable of $105,000 had  previously  been recorded for the value of the
3,500,000 shares to be issued. This was converted to commonstock during 2006.

     Since  December  31,  2003,  the  Companies  have  failed  to  comply  with
substantially  all  of the  obligations  imposed  upon  them  by the  Securities
Exchange Act of 1934.  The Companies were late in filing their annual reports on
Form 10-KSB for the years ended  December 31, 2003 and 2004 and their  quarterly
reports on Form 10-QSB for the quarterly  periods ended in 2003,  2004 and 2005,
and required  current reports on Form 8-K. As a result,  the Companies and their
officers  and  directors  could be subject  to  substantial  civil and  criminal
penalties due to such non-compliance. There can be no assurance that substantial
civil and  criminal  penalties  will not be imposed.  The  management  and legal
counsel of the  Companies  are  currently  in contact  with the  Securities  and
Exchange Commission and are in the process of completing such forms for filing.

     Company had a 3 year lease  agreement for office space that  converted to a
month-to-month  rental  arrangement  in March 2006.  Monthly  rental  expense is
currently $783 per month. Total rents paid for the years ended December 31, 2006
and 2005 was $9,396 and $5,479 respectively.

Off Balance Sheet Arrangements

     The Company does not have any off-balance  sheet  arrangements that have or
are  reasonably  likely to have a  current  or  future  effect on our  financial
condition,  changes in financial  condition,  revenues or  expenses,  results of
operations,  liquidity,  capital  expenditures  or  capital  resources  that  is
material to investors.

Critical Accounting Policies

     Due to the lack of current operations and limited business activities,  the
Company does not have any  accounting  policies that it believes are critical to
facilitate an investor's  understanding of the Company's financial and operating
status.

Recent Accounting Pronouncements

     The Company has not adopted any new  accounting  policies that would have a
material  impact on the  Company's  financial  condition,  changes in  financial
conditions or results of operations.


Item 7.  Financial Statements

     The required financial statements begin on page F-1 of this document.




                                       27
<PAGE>



Item 8.  Changes  In  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

     None.


Item 8A.  Controls and Procedures

     We have evaluated,  with the  participation of our Chief Executive  Officer
and Chief Financial  Officer,  the  effectiveness of the design and operation of
our  disclosure  controls and  procedures  as of December 31, 2006,  pursuant to
Exchange  Act Rule  13a-15.  Based  upon that  evaluation,  the Chief  Executive
Officer and Chief Financial Officer  concluded that our disclosure  controls and
procedures  are effective.  There have been no changes to our internal  controls
over  financial  reporting  during the period ended  December 31, 2006 that have
materially  affected,  or that is reasonably  likely to materially  affect,  our
internal  controls  over  financial  reporting.   Management  believe  that  the
Company's  failure  to comply  with its SEC  reporting  obligations  is not as a
result of weaknesses in its internal  controls,  but because the Company has not
had the financing to complete the reports.


Item 8B.  Other Information

     Not Applicable.



                                    PART III


Item 9.  Directors and Executive Officers of the Registrant

Identify Directors and Executive Officers

     Set forth below is certain information concerning each of the directors and
executive officers of the Company as of December 31, 2006:

     The  following  table  sets  forth  the name,  age,  and  position  of each
executive officer and director of the Company:

  Director's Name     Age     Position With Company
-----------------     ---     ----------------------------------------------
  Scott A. Haire       42     Chief Executive Officer,
                              Interim Chief Financial Officer and Director
  James M. Renfro      60     President
  Deborah Jenkins      49     Director



                                       28
<PAGE>



     Scott A.  Haire--Mr.  Haire became Chief Executive  Officer,  Interim Chief
Financial  Officer and a director upon  consummation  of the  acquisition  of MB
Holding.  Mr. Haire is also Chief  Executive  Officer,  Interim Chief  Financial
Officer  and a  director  of MB  Software  Corporation,  a  company  focused  on
providing wound care products.  Shares of common stock of MB Software are traded
over the counter on the OTC:BB. Prior to founding MB Software  Corporation,  Mr.
Haire was President of Preferred  Payment  Systems,  a company  specializing  in
electronic claims and insurance system related projects.

     James M. Renfro-- Mr. Renfro began his management experience with a tour in
the U.S.  Marines  in  Vietnam  where he  received  several  decorations,  which
included  three Purple  Hearts for wounds in combat.  Mr.  Renfro  earned his BS
degree in  Business  and  Governmental  Accounting  from  Cumberland  College in
Williamsburg,  Kentucky with  additional  studies toward an MBA at both Morehead
State and Eastern Kentucky  Universities.  Afterwards he worked for the Kentucky
Democratic Party and the Jefferson County Government. He next secured a position
with Rockwell International where he worked for over 20 years. During his tenure
with  Rockwell  he  served  in key  management  roles in  areas  of  production,
accounting,  quality  control,  as well as sales and  service.  In each of these
functions Jim was recognized as the best in the company  operations.  Jim's most
cherished  recognition  came in his final  year when he  received  the  National
Account  Sales  Award for  personally  producing  over $80mm in sales.  Jim then
joined a new start up venture as Vice  President of Field  Operations for GraMag
commercial   seating.   In  this  position  Jim  worked  with  heavy   equipment
manufacturers  to get their  products  tested and approved for ordering by major
trucking  companies.  He was also instrumental in the development of products to
be used by the commercial airlines industry.  Jim has a proven track record as a
leader and  innovator  and  possesses  extensive  experience  in  developing  an
organization and fueling its momentum to achieve success.

     Deborah  Jenkins-- Ms.  Jenkins Board of Directors:  Is Managing  Member of
Cognitive  Communications,  LLC, a Business Consulting company; is President and
Founding  Member  of  RetroMedx,  LLC a skin  care and  personal  care  products
company.  She has  served  as  Special  Consultant  to Health  Office  India for
strategy,  development  and  operations  assistance  for work with US clients in
medical transcription and coding services. Prior to serving in these capacities,
she was President of pH Solutions, Ltd, the patent licensee of "safe acids" used
in cosmetics,  water  purification,  agriculture,  pharmaceutical and many other
industries.   She  has  served  on  many   national  and   international   trade
association's boards including the Intel Internet Health Board of Advisors,  the
American  National  Standards  Institute  Health  Informatics  Standards Board -
representing  HIBCC  (ANSI  HISB and the  American  Society  for  Automation  in
Pharmacy  (ASAP) where she also served as President  and Secretary of the Board.
Ms. Jenkins earned a BA degree in English-Minor  Journalism from Texas Christian
University in 1980.




                                       29
<PAGE>



Board Composition and Committees

     Our Board of Directors currently consists of two members, Mr. Haire and Ms.
Jenkins. We are planning to expand the number of members  constituting our Board
of Directors and will seek persons who are  "independent"  within the meaning of
the rules and regulations of NASDAQ to fill vacancies  created by any expansion.
Because of our current stage of development,  we do not have any standing audit,
nominating or  compensation  committees,  or any committees  performing  similar
functions.  The  Board  meets  periodically  throughout  the  year as  necessity
dictates.  No current director has any arrangement or understanding whereby they
are or will be selected as a director or nominee.  No current  director  has any
arrangement or understanding  whereby they are or will be selected as a director
or nominee.

     We do not believe  that any member of our Board of  Directors  is an "audit
committee  financial expert," within the meaning of such phrase under applicable
regulations  of  the  Securities  and  Exchange  Commission.   Like  many  small
companies,  it is  difficult  for us to attract  and retain  board  members  who
qualify  as "audit  committee  financial  experts,"  and  competition  for these
individuals is significant.  We believe, however, that our current board members
are able to fulfill  their  roles  under SEC  regulations  despite  not having a
designated "audit committee financial expert."

Director Compensation

     We do not pay our  directors  a fee for  attending  scheduled  and  special
meetings of our board of  directors.  We intend to reimburse  each  director for
reasonable  travel expenses  related to such  director's  attendance at board of
directors  and  committee  meetings.  In the  future we might have to offer some
compensation to attract the caliber of independent  board members the Company is
seeking.

Indebtedness of Directors and Executive Officers

     None of our  directors  or  officers  or  their  respective  associates  or
affiliates is indebted to us.

Family Relationships

     There  are  no  family  relationships  among  our  directors  or  executive
officers.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a)  of the  Securities  Exchange  Act  requires  our  executive
officers, directors and persons who beneficially own more than 10% of our common
stock to file initial  reports of ownership  and reports of changes in ownership
with the SEC.  Such persons are required by SEC  regulations  to furnish us with
copies of all Section 16(a) forms filed by such persons.


                                       30
<PAGE>



     Based  solely on our review of forms  furnished  to us and  representations
from reporting persons, we believe that Mr. Haire was late in filing his initial
report.

Code of Ethics

     Due to the fact that the Company has only recently  begun  operations,  the
Company  has not  adopted a Code of  Ethics,  but it expects to adopt one in the
future.


Item 10.  Executive Compensation

     Messrs. Scott Haire, James Renfro and Ms. Jenkins became executive officers
of the Company upon consummation of the acquisition of MB Holding. None of these
individuals  received any compensation in excess of $100,000  (annualized)  from
the  Company,   MB  Holding  or  any  of  its  subsidiaries   (collectively  the
"Entities"),  nor do any of these individuals have any employment agreements, or
other compensatory plans or arrangements with any of the Entities,  which result
or will result from the resignation, retirement or any other termination of such
individual's  employment with us or from a change in control of the Company or a
change in the individual's  responsibilities  following a change in control.  We
expect that the Company will adjust executive compensation during fiscal 2007.

     Prior to the  acquisition  of MB  Holding,  Mr.  James K.  Millard  was our
President,  Chief Executive Officer and Chief Financial Officer. During the past
three  fiscal  years,  the  Company  had not  paid  any  salary,  wage or  other
compensation to its officers.  The Company had an employment  agreement with Mr.
Millard  which  provided for an annual  salary of $120,000 per year and provides
for insurance and other benefits. The Company paid Mr. Millard's past due salary
with 30,000shares of the Companies stock.

     During the prior year the  Company  did not  compensate  its  non-executive
director, but the Company did accrue salary as described in the prior paragraph.
There are presently no ongoing pension or other plans or  arrangements  pursuant
to which  remuneration is proposed to be paid in the  non-executive  director of
the Company.

Option Grants and Exercises in Last Fiscal Year

     No  options  to acquire  shares of our  common  stock  were  granted to Mr.
Millard or any of the other above named  individuals prior to the acquisition of
MB Holding, nor do these individuals hold any such options. We expect,  however,
that the Company may grant options to our current officers during fiscal 2007.




                                       31
<PAGE>



Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
         Related Stockholder Matters

     The  following  table sets forth  certain  information  with respect to the
beneficial  ownership  of the common  stock of the Company as of April  11,2007,
for: (i) each person who is known by the Company to  beneficially  own more than
five  percent  of the  Company's  common  stock,  (ii)  each  of  the  Company's
directors,  (iii) each of the Company's Named Executive  Officers,  and (iv) all
directors and executive  officers as a group.  As of April 11, 2006, the Company
had 41,821,034 shares of common stock outstanding.

Title of    Name And Address                    Nature and Amount
Class       Of Beneficial Owners(1)           of Beneficial Ownership   Percent
-------     ----------------------            -----------------------   -------
Common      HEB, LLC                                 24,119,730            63%
            777 Main Street
            Suite 3100
            Fort Worth, Texas 76102

Common      Scott A. Haire(2)                        24,119,730

Common      James M. Renfro                                None

Common      Deborah Jenkins                                None

       All Officers and Directors as a Group         24,119,730            63%
-----------

(1)  Except where otherwise  indicated,  the address of the beneficial  owner is
     deemed to be the same address as the Company.

(2)  Represents  shares held by H.E.B.,  LLC, 777 Main Street,  Suite 3100, Fort
     Worth,  Texas 76102.  Mr. Haire is the majority member and the sole manager
     of HEB and as such is deemed to be the beneficial owner of such shares.


Item 12.   Certain   Relationships   and  Related   Transactions   and  Director
           Independence

     Arkansas  American  Mining and  Exploration,  Inc.  ("AAME")  was owned and
controlled  by the  founders of the  Company.  In 1988,  AAME  exchanged  mining
claims,  milling  facility,  and a core drilling  rig, for the Company's  common
stock.  In 1994,  Arkansas  Mineral  Partners Ltd., a partnership  owed by James
Arch, a former President of the Company,  loaned the Company $152,000 secured by
the Company's land, buildings, and equipment.  This note, plus interest, was due
in the fourth quarter of 1996.  The Company  defaulted on the note. The property
and  equipment  were  claimed by the note holder and written off by the Company.
All  obligations  of the  Company  related to this  transaction  have been fully
satisfied.


                                       32
<PAGE>



     Effective  April  14,  2006,  the  Company  entered  into a Stock  Purchase
Agreement with MLH  Investments,  LLC, a Nevada limited  liability  corporation,
where MLH Investments  purchased  156,196,406  shares of authorized but unissued
shares of Class A Common Stock, par value $0.0001 per share, at a purchase price
of  $0.0001  per  share  ($15,619.64  in  the  aggregate).   Simultaneously,  an
additional  100,000  shares of Class B Common  Stock were also  purchased by MLH
Investments  from James Arch, the Company's  former  Chairman of the Board, at a
purchase price of $0.001 per share ($100 in the aggregate).  Mr. Scott A. Haire,
our  current  Chief  Executive  Officer,  is the sole  owner and  manager of MLH
Investments.

     The sale of the Class A shares was approved by unanimous written consent of
the Board of Directors of the Company.  The reasons  behind the consent were (a)
the insolvency of the Company and the inability to obtain sufficient  funding to
execute its business  plan,  (b) the Company's  unsuccessful  attempts to obtain
funding from any other sources,  (c) the fact that without an immediate infusion
of  operating  capital,  the  Company  will be  forced  to cease  operating  and
liquidate,  (d) MLH Investments offered to immediately wire more than $15,000 to
the  Company's   account,   (e)  MLH   Investments   will  explore  a  potential
restructuring  of the debt and equity of the Company on terms to be  determined,
(f) this is the only funding alternative  available to the Company,  and (g) the
Board  determined all  shareholders  and creditors of the Company will be better
served by the stock purchase than liquidation.

     Prior to the sale of securities to MLH Investments,  the authorized capital
stock of the  Company  consists  of:  (i)  300,000,000  shares of Class A Common
Stock,  of which  143,803,594  shares are issued and  outstanding;  (ii) 100,000
shares  of  Class B Common  Stock,  of  which  100,000  shares  are  issued  and
outstanding; (iii) 2,000,000 shares of Class A Preferred Stock, par value $0.001
per share,  none of which shares are issued or outstanding;  (iv) 300,000 shares
of Class B Preferred  Stock,  par value $0.001 per share, of which 70,000 shares
are issued and  outstanding;  and (v) 100,000 shares of Class C Preferred Stock,
par value  $0.001 per  share,  none of which  share are issued and  outstanding.
Immediately after MLH Investments  acquired the above referenced shares it owned
52% of the outstanding  Class A Common Stock,  100% of the  outstanding  Class B
Common  and  approximately  52%  of  the  total  outstanding  shares  of  equity
securities.

     On June 15, 2006, the Company  entered into a letter of intent with HEB and
MB Holding,  pursuant to which the Company  would acquire MB Holding in exchange
for shares of the Company's  common stock.  Under the Stock Exchange  Agreement,
HEB  received  34,000,000  post split  shares of the  Company's  common stock in
exchange for all of the issued and outstanding  shares of MB Holding.  Mr. Haire
owns 90% of the membership interest in HEB and as manager, has voting control of
HEB.

     In  connection  with the  acquisition  of MB  Holding,  on July  20,  2006,
pursuant to the terms of a Stock Cancellation  Agreement between the Company and
MLH  Investments,  all of the  issued and  outstanding  shares of Class B Common
Stock were cancelled.


                                       33
<PAGE>



Item 13.  Exhibits

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

EXHIBIT
NO.       DESCRIPTION OF EXHIBIT
----------------------------------
3(i)      Amended and Restated Certificate of Incorporation*

3(ii)     By-Laws (Incorporated by reference to Exhibit 3(ii).1 of the Company's
          Form 10-KSB, dated December 31, 2003)

10.1      Consulting  Agreement by and between the Company and Rusbar  Financial
          Services, Inc., dated April 2001 (Incorporated by reference to Exhibit
          10.1 of the Company's Form 10-KSB, dated December 31, 2003)

10.2      Consulting  Agreement  by and between the Company and Harry M. Zachem,
          dated May 14, 2001 (Incorporated  by  reference to Exhibit 10.2 of the
          Company's Form 10-KSB, dated December 31, 2003)

10.3      Consulting Agreement by and between the Company, Verified Prescription
          Safeguards,  Inc. and Fairmund  International  Services,  Ltd.,  dated
          April 21,  2003  (Incorporated  by  reference  to Exhibit  10.3 of the
          Company's Form 10-KSB, dated December 31, 2003)

10.4      Consulting   Agreement   by  and  between  the  Company  and  Internet
          Capital.com,  LLC,  dated  July 2003  (Incorporated  by  reference  to
          Exhibit 10.4 of the Company's Form 10-KSB, dated December 31, 2003)

10.5      Consulting  Agreement  by  and  between  the  Company  and  Innovative
          Technologies,  dated  October,  2003  (Incorporated  by  reference  to
          Exhibit 10.5 of the Company's Form 10-KSB, dated December 31, 2003)

10.6      Employment  Agreement  by and between  the  Company  and James  Kemper
          Millard, dated December 31, 2003 (Incorporated by reference to Exhibit
          10.6 of the Company's Form 10-KSB, dated December 31, 2003)

10.7      Patent  License  Agreement  and Release by and  between  the  Company,
          Verified Prescription  Safeguards,  Inc., Envoii Healthcare,  LLC, and
          VPS Holdings, LLC, dated January 5, 2004 (Incorporated by reference to
          Exhibit 10.7 of the Company's Form 10-KSB, dated December 31, 2003)

10.8      Stock Loan  Agreement,  by and  between  the  Company  and the parties
          referenced  therein,  dated May 9, 2005  (Incorporated by reference to
          Exhibit 10.8 of the Company's Form 10-KSB, dated December 31, 2003)

10.9      Promissory  Note payable to Kentrust,  Inc.,  dated  November 14, 1998
          (Incorporated  by  reference  to Exhibit  10.9 of the  Company's  Form
          10-KSB, dated December 31, 2003)


                                       34
<PAGE>



10.10     Promissory  Note payable to Kentrust,  Inc.,  dated  December 23, 1998
          (Incorporated  by reference  to Exhibit  10.10 of the  Company's  Form
          10-KSB, dated December 31, 2003)

10.11     Promissory  Note  payable to Kentrust,  Inc.,  dated  January  27,1999
          (Incorporated  by reference  to Exhibit  10.11 of the  Company's  Form
          10-KSB, dated December 31, 2003)

10.12     Promissory   Note  payable  to  James  Arch,   dated  August  1,  2000
          (Incorporated  by reference  to Exhibit  10.12 of the  Company's  Form
          10-KSB, dated December 31, 2003)

10.13     Promissory  Note payable to Lee M.  Tillman,  dated  September 7, 2005
          (Incorporated  by reference  to Exhibit  10.13 of the  Company's  Form
          10-KSB, dated December 31, 2003)

10.14     Promissory  Note  payable  to FV  Investments,  dated  July  31,  2003
          (Incorporated  by reference  to Exhibit  10.14 of the  Company's  Form
          10-KSB, dated December 31, 2003)

10.15     Promissory  Note  payable to James  Arch,  dated  September  15,  2003
          (Incorporated  by reference  to Exhibit  10.15 of the  Company's  Form
          10-KSB, dated December 31, 2003)

10.16     Promissory Note payable to Cora Spence  Carrick,  dated April 27, 2005
          (Incorporated  by reference  to Exhibit  10.16 of the  Company's  Form
          10-KSB, dated December 31, 2003)

10.17     Promissory Note payable to James Kemper Millard,  dated March 18, 2005
          (Incorporated  by reference  to Exhibit  10.17 of the  Company's  Form
          10-KSB, dated December 31, 2003)

10.18     Promissory  Note  payable  to Lee M.  Tillman,  dated  January 5, 2006
          (Incorporated  by reference  to Exhibit  10.18 of the  Company's  Form
          10-QSB, dated March 31, 2005)

10.19     Stock   Purchase   Agreement  by  and  between  the  Company  and  MLH
          Investments,  LLC, dated April 14, 2006. (Incorporated by reference to
          Exhibit  10.19 to the  Company's  Annual  Report on Form 10-KSB  dated
          December 31, 2005)

10.20     Stock   Exchange   Agreement   dated  July  20,  2006  between  Equity
          Technologies & Resources,  Inc., MB Holding  Corporation,  and H.E.B.,
          LLC.  (Incorporated  by  reference to Exhibit  10.20 to the  Company's
          Current  Report  on Form 8-K  filed  with the  Commission  on July 25,
          2006).

10.21     Stock  Cancellation  Agreement  (Class B Common  Stock) dated July 20,
          2006  between  Equity   Technologies   &  Resources,   Inc.,  and  MLH
          investments,  LLC  (Incorporated  by reference to Exhibit 10.21 to the
          Company's Current Report on Form 8-K filed with the Commission on July
          25, 2006)


                                       35
<PAGE>



10.22     Form  of  Debt  Exchange  Agreement  between  Equity   Technologies  &
          Resources,  Inc.,  and Holder  (Incorporated  by  reference to Exhibit
          10.22 to the  Company's  Current  Report  on Form 8-K  filed  with the
          Commission on July 25, 2006)

10.23     Stock  Exchange  Agreement  dated  October  6,  2006,  by and  between
          VirtualHealth  Technologies,  Inc.,  NewMarket  Technology,  Inc., and
          Medical Office  Software,  Inc.  (Incorporated by reference to Exhibit
          10.1 to the  Company's  Current  Report  on Form  8-K  filed  with the
          Commission on October 12, 2006)

10.24     Convertible   Promissory  Note  dated  October  6,  2006,   issued  by
          VirtualHealth Technologies, Inc. (Incorporated by reference to Exhibit
          10.2 to the  Company's  Current  Report  on Form  8-K  file  with  the
          Commission on October 12, 2006)

21.1      Schedule of Subsidiaries (Incorporated by reference to Exhibit 21.1 of
          the Company's Form 10-KSB, dated December 31, 2003)

31.1*     Certification  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
          2002

32.1*     Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002
-------------
* Filed herewith


Item 14.  Principal Accountant Fees and Services

Audit Fees

     The  aggregate  fees  billed  for  professional  services  rendered  by our
principal accountant for the audit of our annual financial statements, review of
financial  statements  included in our quarterly reports and other fees that are
normally  provided by the accountant in connection with statutory and regulatory
filings or  engagements  for the fiscal  years ended  December 31, 2006 and 2005
were $17,070 and $21,362, respectively.

Audit Related Fees

     The  aggregate  fees  billed for  assurance  and  related  services  by our
principal accountant that are reasonably related to the performance of the audit
or review of our financial  statements,  other than those previously reported in
this Item 14, for the fiscal years ended  December 31, 2006 and 2005 were $0 and
$0, respectively.

Tax Fees

     The  aggregate  fees  billed  for  professional  services  rendered  by our
principal  accountant  for tax  compliance,  tax advice and tax planning for the
fiscal years ended December 31, 2006 and 2005 were $ 0 and $0, respectively.


                                       36
<PAGE>



All Other Fees

     The  aggregate  fees  billed for  products  and  services  provided  by the
principal  accountant,  other  than  those  previously  in this Item 14, for the
fiscal years ended December 31, 2006 and 2005 were $0 and $0, respectively.

Audit Committee

     The Company's Board of Directors  functions as its audit  committee.  It is
the policy of the Company for all work performed by our principal  accountant to
be approved in advance by the Board of Directors.  All of the services described
above in this Item 14 were approved in advance by our Board of Directors.









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                                       37
<PAGE>




VIRTUALHEALTH TECHNOLOGIES, INC. AND SUBSIDIARIES


                               TABLE OF CONTENTS
--------------------------------------------------------------------------------

                                                                           Page

Report of Independent Registered Public Accounting Firm                     F-2

     Consolidated Balance Sheet                                             F-3

     Consolidated Statements of Operations                                  F-4

     Consolidated Statements of Stockholders' Deficiency                    F-5

     Consolidated Statements of Cash Flows                                  F-6

     Notes to Consolidated Financial Statements                             F-8

--------------------------------------------------------------------------------









                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
VIRTUALHEALTH TECHNOLOGIES, INC. AND SUBSIDIARIES
Lexington, KY

We have audited the  accompanying  consolidated  balance sheet of  VirtualHealth
Technologies,  Inc.  and  Subsidiaries  as of December  31, 2006 and the related
consolidated statements of operations,  stockholders'  deficiency and cash flows
for the years ended  December 31, 2006 and 2005.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of  VirtualHealth
Technologies,  Inc. & Subsidiaries as of December 31, 2006 and the  consolidated
results of their  operations  and their cash flows for the years ended  December
31, 2006 and 2005 in conformity with accounting principles generally accepted in
the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
The Company  will  continue as a going  concern.  As  discussed in Note 2 to the
financial  statements,  the Company has incurred  losses in recent years and has
not yet been  successful in establishing  profitable  operations.  Further,  the
Company has current liabilities in excess of current assets. These factors raise
substantial  doubt  about the  ability  of the  Company to  continue  as a going
concern.  Management's  plans in regards to these matters are also  described in
Note 2. The  consolidated  financial  statements do not include any  adjustments
that might result from the outcome of these uncertainties.

/s/ PRITCHETT, SILER & HARDY, P.C.

PRITCHETT, SILER & HARDY, P.C.
Salt Lake City, Utah
April 20, 2007

                                      F-2
<PAGE>


<TABLE>
<CAPTION>
VIRTUALHEALTH TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 2006
--------------------------------------------------------------------------------

                                                                                         2006
                                                                                 -------------------
<S>                                                                             <C>
                ASSETS
CURRENT ASSETS:
Cash                                                                            $            125,330
Accounts Receivable, net                                                                     301,027
                                                                                 -------------------
Total current assets                                                                         426,357
                                                                                 -------------------
Property and Equipment                                                                        13,626
Amortization Depreciation                                                                     (6,177)
                                                                                 -------------------
                                                                                               7,449
Goodwill                                                                                   1,228,856
                                                                                 -------------------
Total Other Assets                                                                         1,228,856

TOTAL ASSETS                                                                    $          1,662,662
                                                                                 ===================
        LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Notes Payable Current                                                           $            688,958
Accounts Payable - Trade                                                                     128,457
Accrued Payroll and Payroll Taxes                                                             96,381
Accrued Other Taxes                                                                            8,993
Other Accrued Liabilities                                                                    110,709
                                                                                 -------------------
Total current liabilities                                                                  1,033,498
                                                                                 -------------------

NOTES PAYABLE, LONG-TERM PORTION - RELATED PARTY
Notes Payable and Long-Term Debt                                                             900,000
Other Liabilities                                                                             33,750
                                                                                 -------------------
Long-Term Liabilities                                                                        933,750

Total liabilities                                                                          1,967,248
                                                                                 -------------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY:
Preferred stock - $0.001 par value, 10,000,000 shares authorized,
            300,000 designated as Class B                                                          -
Preferred stock, Class B - $0.001 par value, 300,000 shares designated,
            70,000 issued and outstanding                                                         70
Common stock - $0.001 par value, 100,000,000 shares authorized,
            41,744,033                                                                        41,744
Additional paid-in capital                                                                 1,037,589
Retained Earnings                                                                         (1,383,989)
                                                                                 -------------------
Total Shareholders' Equity                                                                  (304,586)
                                                                                 -------------------
TOTAL LIABILITIES AND EQUITY                                                    $          1,662,662
                                                                                 ===================
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>


<TABLE>
<CAPTION>
VIRTUALHEALTH TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
--------------------------------------------------------------------------------

                                                                                 2006                 2005
                                                                          ------------------   ------------------
<S>                                                                      <C>                  <C>

Sales Revenue                                                            $           531,358  $            16,667
Expenses:
    Selling, general and administrative                                            1,098,454              222,251
    Depreciation                                                                       2,180               18,847
                                                                          ------------------   ------------------
Total Expenses                                                                     1,100,634              241,098
                                                                          ------------------   ------------------

Loss Before Other Income (Expense)                                                  (569,276)            (224,431)

OTHER INCOME (EXPENSES):
    Interest Income                                                                       45                    -
    Interest (Expense)                                                              (111,644)             (68,022)
                                                                          ------------------   ------------------
Total Other Income (Expenses)                                                       (111,599)             (68,022)
                                                                          ------------------   ------------------
Loss Before Income Taxes                                                            (680,875)            (292,453)
    Current Tax Expense                                                                    -                    -
    Deferred Tax Expense                                                                   -                    -
                                                                          ------------------   ------------------
Net Income                                                               $          (680,875) $          (292,453)
                                                                          ==================   ==================

Basic loss per common share                                              $             (0.02) $             (0.01)
                                                                          ==================   ==================

Weighted average number of common shares
    outstanding basic and diluted                                                 36,921,544           34,000,000
                                                                          ==================   ==================
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>


<TABLE>
<CAPTION>
VIRTUALHEALTH TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
--------------------------------------------------------------------------------

                                                          Preferred   Preferred
                                                            Stock       Stock       Common     Common   Additional
                                                           Class B     Class B       Stock     Stock      Paid-in    Accumulated
                                                           Shares       Amount      Shares     Amount     Capital       Deficit
                                                          -----------------------------------------------------------------------
<S>                                                       <C>         <C>         <C>         <C>       <C>           <C>

BALANCES, DECEMBER 31, 2004                                       -   $       -   34,000,000  $ 34,000  $   432,191   $  (410,661)

Capital Distributions, net                                        -           -            -         -     (575,531)            -

Net loss for the year ended December 31, 2005                                                                            (292,453)

                                                          -----------------------------------------------------------------------
BALANCES, DECEMBER 31, 2005                                       -           -   34,000,000    34,000     (143,340)     (703,114)

Reverse Merger in July 2006 with MB Holding Corporation      70,000          70    5,661,705     5,662      363,901

Rounding shares issued in stock split
                                                                                       2,000         2           (2)
Common stock issued for services valued at
   approximately $1.25 per share in September 2006                                    16,328        16       20,394

Common stock issued to James Millard for the
cancellation of debt valued at approximately
$1.00 per share                                                                       30,000        30       29,970

Common stock issued for the acquisition of MOS
Subsidiary at approximately $.30 per share in October 2006                         1,400,000     1,400      418,600

Common stock issued for services valued at
approximately $.55 per share in December 2006                                        634,000       634      348,066

Net loss for the year ended December 31, 2006
                                                                                                                          (680,875)
                                                          ------------------------------------------------------------------------
BALANCES, DECEMBER 31, 2006                                  70,000   $      70   41,744,033  $ 41,744  $ 1,037,589   $ (1,383,989)
                                                          ------------------------------------------------------------------------
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>


<TABLE>
<CAPTION>
VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
--------------------------------------------------------------------------------

                                                                                           2006                2005
                                                                                 ------------------   ------------------
<S>                                                                             <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                        $          (680,874) $          (292,453)
Adjustments to reconcile net loss to net cash used
             in operating activities:
             Depreciation and amortization                                                    2,180               18,847
             Non-cash expenses                                                              424,264                    -
             Loss on disposal of assets and partnership interests
             Changes in assets and liabilities:
                Decrease in accounts receivable                                             (42,079)                   -
                Increase in accounts payable                                                 27,920               24,981
                Increase in accrued payroll                                                  29,767                    -
                Increase in accrued liabilities                                             (36,284)              24,158
                Increase in accrued interest                                                 80,635               51,442
                Change due to recapitalization                                              141,329                    -
Net cash (used) in operating activities                                                     (53,142)            (173,025)
                                                                                 ------------------   ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
             Purchase of note receivable - related party                                          -                 (360)
             Proceeds from note receivable - related party                                      500                    -
Net cash provided by (used) investing activities                                                500                 (360)
                                                                                 ------------------   ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
             Proceeds from notes payable - related party                                    184,346              187,570
             Principal payments on notes payable - related party                             (6,596)             (14,600)
                                                                                 ------------------   ------------------
Net cash provided by financing activities                                                   177,750              172,970
                                                                                 ------------------   ------------------
NET INCREASE (DECREASE) IN CASH                                                             125,108                 (415)

CASH, beginning of period                                                                       222                  637
                                                                                 ------------------   ------------------
CASH, end of period                                                             $           125,330  $               222
                                                                                 ==================   ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
             Cash paid during period for interest                               $                 -  $            12,984
             Cash paid during period for income taxes                           $                 -  $                 -
</TABLE>

                                   (Continued)

                                      F-6
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
--------------------------------------------------------------------------------

Supplemental  Schedule of Non-cash Investing and Financing  Activities - For the
year ended December 31, 2006:

     During July 2006 related  parties  forgave debt and paid expenses on behalf
     of the  Company  totaling  $286,918  which is  accounted  for as a  capital
     contribution.

     During July 2006 the Company  issued  34,000,000  shares  common stock in a
     business combination with MB Holding Corporation that is accounted for as a
     reverse acquisition.

     During  September 2006 the Company issued 16,328 shares of common stock for
     services valued at $20,410, or approximately $1.25 per share.

     During September 2006 the Company issued 30,000 shares of common stock to a
     related party for reduction of debt of $30,000.

     During October 2006 the Company issued  1,400,000 shares of common stock in
     the purchase acquisition of Medical Office Software valued at $420,000,  or
     approximately $.30 per share.

     During  December 2006 the Company issued 634,000 shares of common stock for
     services valued at $348,700, or approximately $.55 per share.

Supplemental  Schedule of Non-cash Investing and Financing  Activities - For the
year ended December 31, 2005:

     During 2005 related entities offset note receivables  against note payables
     in the amount of $51,113.

     During 2005 related  entities  converted note receivables and note payables
     and  related  accrued  interest  to  paid  in  capital  resulting  in a net
     distribution of $558,985.

     During 2005 the  Company  transferred  property  and  equipment  in the net
     amount of $16,546 to a related  entity which has been recorded as a capital
     distribution.


          See accompanying notes to consolidated financial statements.

                                      F-7
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED December 31, 2006 and 2005


NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The  consolidated  financial  statements  presented  are those of  VirtualHealth
Technologies,  Inc.,  Inc. (the  "Company") and its  wholly-owned  subsidiaries,
Verified Prescription Safeguards, Inc., MB Holding Corporation, VPS Holding, LLC
dba  Veriscrip,  Envoii  Healthcare,  LLC,  and Medical  Office  Software,  Inc.
Collectively, they are referred to herein as the "Companies".

The Company's name change to VirtualHealth Technologies,  Inc., became effective
on August 24, 2006 with the filing of an Amended  and  Restated  Certificate  of
Incorporation with the Delaware Secretary of State.

Organization and Nature of Operations.

Organization  - The  Company  was  organized  on March 4,  1988,  as a  Delaware
corporation under the name Sherry Lyn Corporation.  The Company was organized as
a public company for the purpose of finding a suitable combination partner.

On December 6, 1988,  the Company  changed  its name to Equity  Gold,  Inc.  The
number of shares of common stock authorized to be issued changed from 50,000,000
to 150,000,000 with a par value of $0.001 per share of common stock.

On December 14,  1989,  the Company  merged with Gold  Equity,  Inc., a Delaware
corporation. The surviving corporation was Equity Gold, Inc.

On February 7, 1989, the Company changed its name to Equity AU, Inc.

On April 14, 1989, the Company changed the number of authorized shares of common
stock to 99,900,000.

On November 7, 1991, the Company authorized  2,000,000 shares of preferred stock
with a par value of $1.00 each.

On February 19, 1992, the Company authorized 99,900,000 shares of Class A common
shares with a par value of $0.001 per share and 100,000 shares of Class B common
shares with a par value of $0.01 per share.

From the original  inception of the Company on March 4, 1988 through  January 1,
1994,  the  Company was heavily  involved in mining and  exploration  activities
principally  in  Arkansas.  The  Company  generated  an  accumulated  deficit of
$8,390,740 prior to the Company re-entering the development stage.


                                      F-8
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED December 31, 2006 and 2005

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

In January 2000, the Company elected to change its official name from Equity AU,
Inc., to Equity Technologies & Resources, Inc.

On August 2, 2002, the Company amended its articles of  incorporation  to change
the  authorized  capital stock of the Company.  The aggregate  number of Class A
common shares authorized for issuance was 300,000,000 shares with a par value of
$0.0001;  the aggregate number of Class B common shares  authorized for issuance
was 100,000 with a par value of $0.01; the aggregate number of Class A preferred
shares  authorized  for issuance was 2,000,000  with a par value of $0.001;  the
aggregate number of Class B preferred shares authorized for issuance was 300,000
shares with a par value of $0.001; and the aggregate number of Class C preferred
shares  authorized  for issuance was 100,000  shares with a par value of $0.001.
The amendment was recorded by the State of Delaware on January 23, 2003. All per
share and share  information  has been  retroactively  restated  to reflect  the
changes in par value.

On August 24,  2006 the Company  amended its  certificate  of  incorporation  to
change  the  authorized  capital  of the  Company  and to change the name of the
Company. The Company's name was changed to VirtualHealth Technologies,  Inc. The
aggregate number of common shares authorized for issuance is 100,000,000  shares
with  a  par  value  of  $.001  per  share.  The  previous  common  stock  class
designations were cancelled. The aggregate number of preferred shares authorized
for  issuance  is  10,000,000  shares  with a par value of $.001 per share.  The
company designated 300,000 shares of Class B preferred stock as non-voting.  All
other  designations of preferred  stock that previously  existed were cancelled.
All per share and share information has been  retroactively  restated to reflect
the changes in par value.

During  August  2006,  the  Company's  effected a  1-for-100  stock  split.  The
financial statements for all periods presented have been retroactively  restated
to reflect the stock split.

Nature of  Operations  - The Company  was  originally  engaged in  research  and
development  of a process to extract gold and other  precious  metals on various
real properties  located in Arkansas.  Partnerships were formed prior to 1994 by
the Company or by affiliates of the Company to raise working capital, to acquire
mineral claims,  rights,  facilities and equipment,  and to explore for precious
metals. In 1994, general partners of the partnerships  notified the Company that
they  were  terminated  and  dissolved.  As a result of the  dissolution  of the
partnerships,  the Company  ceased its  operations  and entered the  development
stage as per Statement of Financial Accounting Standards ("SFAS") No. 7.

On December 15,  2000,  the Company  acquired all of the issued and  outstanding
common stock of Verified Prescription  Safeguards,  Inc. ("VPS") in exchange for
40,000 shares of the Company's Class B voting  preferred stock (see Note 5). The
acquisition  of VPS was  accounted for as a purchase per  Accounting  Principles
Board No.  ("APB") 16. At the time the  purchase  was  consummated,  VPS held no

                                      F-9
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED December 31, 2006 and 2005

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

assets or liabilities.  The  consolidated  entity elected to change its business
plan  toward  the  development  and  marketing  of  internet  prescription  drug
technology  (see Notes 10 and 11).  Management  intends to use the  majority  of
funds  obtained  toward this  development.  The  purchase  price of the acquired
subsidiary  was  determined  among the  parties  to be 40,000  shares of Class B
preferred stock redeemable at $500 per share ($20,000,000). The preferred shares
issued are  redeemable  for cash only at $500 per share  payable from 50% of net
revenues of the subsidiary for the next seven years.  The conversion  feature of
the issued preferred  shares allows them to be converted into cash,  pursuant to
future  revenues,  but does not allow them to be converted  into common stock at
any time.

In May 2001, the Company acquired a newly formed wholly-owned  subsidiary,  ETCR
M&A, Inc.  ("ETCR M&A"),  a Florida  corporation,  in exchange for shares of the
Company's  common stock.  ETCR M&A held no assets or  liabilities at the time of
purchase and thus, the  acquisition  was recorded at $0 value. In November 2001,
these shares were canceled and the Company does not currently  hold any interest
in ETCR M&A.

The Companies are currently engaged in the development and marketing of internet
prescription drug technology and sales of medical office software,  hardware and
services.

On June 15, 2006, the Company entered into a letter of intent with H.E.B. LLC, a
Nevada  corporation,  hereafter  "HEB,"  and MB  Holding  Corporation,  a Nevada
corporation  and wholly owned  subsidiary of HEB,  hereafter  "MBH," pursuant to
which the Company  would  acquire MBH in  exchange  for shares of the  Company's
common  stock.  MBH is the sole member of VPS Holding,  LLC, a Kentucky  limited
liability  company,  hereafter  "VPSH",  and  Envoii  Healthcare,  LLC, a Nevada
limited liability company, hereafter "Envoii." VPSH and Envoii developed and own
certain technologies and led a consortium to conduct the first prescription drug
monitoring  pilot  project  in real time in the United  States.  Under the Stock
Exchange  Agreement,  HEB is to  receive  34,000,000  post  split  shares of the
Company's common stock in exchange for all of the issued and outstanding  shares
of MBH. On July 20, 2006, the Company  entered into a Stock  Exchange  Agreement
with HEB and MBH  incorporating  the terms of the letter of intent  (the  "Stock
Exchange  Agreement").  The Stock Exchange Agreement was authorized and approved
by the Company's board of directors by written consent dated July 20, 2006.


                                      F-10
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED December 31, 2006 and 2005

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

The stock exchange agreement had been subject to several conditions, including:

*    The cancellation of all of the Company's  outstanding Class B Common Stock,
     par value $.01 per share ("Class B Common Stock");
*    The adoption and approval of the Reverse Stock Split;
*    The adoption and approval of the Amended and Restated Certificate; and
*    The agreement of the holders of  approximately  $2,600,000 of the Company's
     outstanding  debt to exchange such debt for 2,600,000  post split shares of
     the Company's common stock.

Mr. Scott Haire owns 90% of the membership  interest in HEB and as manager,  has
voting  control of HEB. Mr. Haire is also the sole member and the manager of MLH
Investments LLC, a Nevada limited liability  company,  hereafter "MLH". On April
14, 2006,  the Company,  Mr. James K.  Millard,  our Former  President and Chief
Executive  Officer,  Mr.  James  Arch  and MLH  entered  into a  stock  purchase
agreement  pursuant to which MLH  acquired  from the Company  156,196,406  newly
issued shares of our Class A Common Stock for $15,619 and acquired from Mr. Arch
all of our issued and outstanding  shares of Class B Common Stock for $100. As a
result of this transaction,  Mr. Haire obtained  effective voting control over a
majority of the  Company's  outstanding  voting  securities.  The Class B common
stock was contributed back to the Company for cancellation.

Effective  August 25 2006, the company  completed its  acquisition of MB Holding
Corporation,  a Nevada  corporation  ("MB  Holding") in exchange for  34,000,000
(post  reverse-split)  shares of the Company's common stock. MB Holding,  though
its wholly-owned  subsidiaries,  VPS Holding,  LLC, a Kentucky limited liability
company ("VPSH"), and Envoii Healthcare, LLC, a Nevada limited liability company
("Envoii")  developed and own certain technologies related to real-time internet
prescription drug monitoring.  In connection with the acquisition of MB Holding,
the Company (a) effected a 1 for 100 reverse  split of our Class A Common Stock,
(b)  cancelled  all of our  outstanding  Class B Common  Stock,  (c) amended our
Certificate of Incorporation, and (d) changed the Company name to "VirtualHealth
Technologies, Inc."

During October 2006, Medical Office Software,  Inc was acquired.  Medical Office
Software,  Inc. ("MOS") was incorporated in the State of Florida in September of
1984.  Since its  inception,  the  Company  has built an ever  growing  regional
presence in the physician practice management system ("PMS") market. The Company
began as a developer and marketer of its own PMS solution,  and has continued to
maintain a high level of development  expertise.  At the present,  however,  the
Company  focuses  almost  exclusively  on  reselling  and  supporting   products
developed  by other  parties in an effort to  provide  the best of breed to it's
customers in this emerging landscape of interoperability.

                                      F-11
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED December 31, 2006 and 2005

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

The  merger  of these  companies  will  enhance  each  other by  Medical  Office
Software,  Inc having a medical customer base and VPS Holding, LLC dba Veriscrip
having  the  license  and  technology  being  developed  to market  an  internet
prescription drug technology.

Summary of Significant Accounting Policies.

Accounting  Method  -  The  Companies'  consolidated  financial  statements  are
prepared  using the accrual  method of  accounting.  The Companies  have elected
December 31 year-ends.

Principles of Consolidation - The accompanying consolidated financial statements
include  the  accounts  of  VirtualHealth  Technologies,  Inc.,  Inc.,  and  its
wholly-owned  subsidiary,  Verified  Prescription  Safeguards,  Inc. ("VPS"), MB
Holding Corporation, VPS Holding, LLC dba Veriscrip, Envoii Healthcare, LLC. and
Medical Office Software,  Inc. All intercompany  accounts and transactions  have
been eliminated.

Accounting Treatment of Acquisitions.- The acquisition of MB Holding Corporation
is  accounted  for as a  reverse  purchase  and  accordingly  their  results  of
operations will be included for the entire period.  The results of operations of
VirtualHealth  prior to the date of acquisition will be eliminated.  The results
of  operations  of Medical  Office  Software  will be included  from the date of
acquisition forward.

Use of Estimates - The  preparation of financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  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.  Management  makes its best
estimate of the ultimate outcome for these items based on historical  trends and
other information available when the financial statements are prepared.  Changes
in estimates  are  recognized in accordance  with the  accounting  rules for the
estimate,  which  is  typically  in the  period  when  new  information  becomes
available to management. Actual results could differ from those estimates.

Cash and Cash Equivalents - The Companies consider all highly liquid investments
with a maturity  of three  months or less from the date of  purchase  to be cash
equivalents.  As of  December  31,  2006 and  2005,  the  Companies  had no cash
equivalents.

                                      F-12
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED December 31, 2006 and 2005

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentration of Credit Risk - The Companies maintain cash balances at financial
institutions  that are insured by the FDIC up to $100,000.  At December 31, 2006
the Companies had  approximately  $36,000 in deposit  accounts that exceeded the
FDIC limits.

Revenue  Recognition - The Companies'  revenues  result  primarily from sales of
products to doctors and medical billing companies.  Revenues are recognized upon
delivery of the products or services.

Income Taxes - The  Companies  account for income taxes under the  provisions of
Statement of Financial  Accounting  Standards  ("SFAS") No. 109  "Accounting for
Income Taxes." Under SFAS No. 109,  deferred  income tax assets and  liabilities
are computed for differences  between the financial  statements and tax bases of
assets and liabilities that will result in taxable or deductible  amounts in the
future,  based on enacted tax laws and rates  applicable to the periods in which
the differences are expected to affect taxable income.  Valuation allowances are
established  when necessary,  to reduce deferred income tax assets to the amount
expected to be  realized.  No  deferred  tax asset has been  recognized  for the
operating loss  carryforward as it is more likely than not that all or a portion
of the net operating loss will not be realized and any valuation allowance would
reduce the benefit to zero.

Functional  Currency - The  functional  currency of the  Companies  is the U. S.
dollar.  When a transaction is executed in a foreign currency,  it is remeasured
into U. S. dollars based on appropriate  rates of exchange in effect at the time
of the  transaction.  At each balance  sheet date,  recorded  balances  that are
denominated in a currency  other than the  functional  currency of the Companies
are  adjusted  to reflect the  current  exchange  rate.  The  resulting  foreign
currency  transactions gains (losses) are included in general and administrative
expenses in the accompanying  consolidated statements of operations. At December
31, 2006 there were no recorded balances denominated in foreign currency.

Long-lived  Assets - The Company  reviews its  long-lived  assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of
the assets may not be coverable through undiscounted future cash flows. If it is
determined  that an impairment  loss has occurred  based on expected cash flows,
such loss is recognized in the consolidated statement of income.

Goodwill - Goodwill  represents  the excess  purchase  price paid by the Company
over the fair value of the tangible and  intangible  assets and  liabilities  of
Medical Office  Software,  Inc. at October 6, 2006, the date of the Acquisition.
In accordance  with SFAS 142, the goodwill is not being  amortized,  but instead
will be subject to an annual  assessment  of impairment by applying a fair-value
based test. No impairment was recorded during the year ended December 31, 2006.

                                      F-13
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED December 31, 2006 and 2005

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Property  and  Equipment  -  Property  and  equipment  are  stated  at cost less
accumulated depreciation. Depreciation is provided on a straight line basis over
the estimated useful lives of the assets. Maintenance and repairs are charged to
expense as incurred and major  improvements are capitalized.  Gains or losses on
sales or  retirements  are  recognized  in income.  Interest is  capitalized  on
significant construction projects.

Trade Accounts,  Other  Receivables and Allowance for Doubtful  Accounts - Trade
accounts  receivables  and other  receivables  are carried at original  invoiced
amounts  less an  allowance  for  doubtful  accounts.  Accounts  receivable  are
determined  to be  delinquent  when the account has become 30 days past due. The
allowance for doubtful  accounts is calculated  based on the aggregate amount of
accounts 60+ days old, or on a case by case basis.  Management will occasionally
review accounts receivable and determine if the account should be written off.

Earnings  Per Share - Basic  earnings or loss per share is based on the weighted
average number of common shares outstanding.  Diluted earnings or loss per share
is based on the  weighted  average  number  of  common  shares  outstanding  and
dilutive common stock equivalents.  Basic earnings/loss per share is computed by
dividing  income/loss  (numerator)  applicable  to  common  stockholders  by the
weighted  average  number of common  shares  outstanding  (denominator)  for the
period.  All earnings or loss per share  amounts in the  consolidated  financial
statements  are basic  earnings  or loss per share,  as defined by SFAS No. 128,
"Earnings  Per  Share."  Diluted  earnings  or loss per  share  does not  differ
materially  from basic  earnings  or loss per share for all  periods  presented.
Convertible  securities that could  potentially  dilute basic loss per share are
not included in the computation of diluted loss per share because to do so would
be  antidilutive.   All  per  share  and  per  share  information  are  adjusted
retroactively to reflect stock splits and changes in par value.

Recent Accounting  Pronouncements - Statement of Financial  Accounting Standards
("SFAS") No. 155,  "Accounting  for Certain  Hybrid  Financial  Instruments - an
amendment of FASB Statements No. 133 and 140", SFAS No. 156, "Accounting for the
Servicing of Financial Assets",  SFAS No. 157, "Fair Value  Measurements",  SFAS
No.  158,   "Employers'   Accounting  for  Defined  Benefit  Pension  and  Other
Postretirement  Plans - an  amendment  of FASB  Statements  No. 87, 88, 106, and
132(R)",  and SFAS No.  159,  "The Fair Value  Option for  Financial  Assets and
Financial  Liabilities - Including an amendment of FASB Statement No. 115", were
recently  issued.  SFAS  No.  155,  156,  157,  158  and  159  have  no  current
applicability  to the Company or their effect on the financial  statements would
not have been significant.

                                      F-14
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED December 31, 2006 and 2005

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Pending  Accounting  Pronouncements  - It is  anticipated  that current  pending
accounting  pronouncements  will not have an adverse impact on the  consolidated
financial statements of the Companies.


NOTE 2 - GOING CONCERN

The Companies have incurred  losses in recent years and at December 31, 2006 has
current liabilities in excess of current assets. During their development stage,
the Companies  have had limited  operations and have not been able to develop an
ongoing,  reliable  source  of  revenue  to fund its  existence.  The  Company's
day-to-day  expenses have been covered by proceeds obtained and services paid by
the issuance of stock and notes  payable.  The adverse  effect on the Companies'
results of  operation  due to its lack of capital  resources  can be expected to
continue  until  such  time as the  Companies  are able to  generate  additional
capital from other sources.  These conditions raise  substantial doubt about the
Companies' ability to continue as going concerns.

Management has implemented, or developed plans to implement, a number of actions
to address these conditions  including the acquisition of VPS and development of
VPS's projects,  which management believes will provide opportunities for growth
within  the  prescription  drug and  healthcare  industry.  With the  additional
acquisition of MOS with its growing medical  customer base  management  plans to
obtain working capital funds by seeking  additional  funding from  shareholders,
debt  financing,  and/or  private  placements  of its common  stock to meet such
needs.  Without  realization of additional capital, it would be unlikely for the
Companies to continue as a going concern.  The Companies  anticipate  that their
major shareholders will contribute sufficient funds to satisfy the cash needs of
the Companies for the next  twenty-four  months.  If the Companies cannot obtain
needed funds, it may be forced to curtail or cease its activities.  There can be
no  assurance  that  additional  funding  will be  available  when needed or, if
available,  that the  terms of such  financing  will not  adversely  affect  the
Companies' results from operations.

The consolidated  financial statements do not include any adjustments to reflect
the possible future effects on the  recoverability  and classification of assets
or the  amounts  and  classification  of  liabilities  that may result  from the
outcome of this uncertainty. The continuation of the Companies as going concerns
is dependent upon the success of the Companies in obtaining  additional  funding
and the success of their future  operations.  The Companies'  ability to achieve
these   objectives   cannot  be  determined  at  this  time.  The   accompanying
consolidated  financial  statements should not be regarded as typical for normal
operating periods.

                                      F-15
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED December 31, 2006 and 2005


NOTE 3 - TRADE ACCOUNTS RECEIVABLE

Trade accounts receivable consist of the following at December 31, 2006:

         Trade accounts receivable                $ 371,027
         Less allowance for doubtful accounts       (70,000)
                                                  ---------
         Net accounts receivable                  $ 301,027
                                                  ---------

Bad debt expense for the years ended December 31, 2006 was $70,045.


NOTE 4 - PROPERTY PLANT & EQUIPMENT

Property and equipment consists of the following at December 31:

                                         Estimated life
                                            In years        2006        2005
                                         --------------  ---------    --------
     Computers                                5           $ 13,626    $ 13,626
     Less: Accumulated depreciation
           and amortization                                 (6,177)     (3,997)
                                                         ---------    --------
                                                         $   7,449    $  9,629
                                                         ---------    --------

Depreciation  expense amounted to $2,180 and $2,180 for the years ended December
31, 2006 and 2005, respectively.


NOTE 5 - NOTES PAYABLE

Funds  are  advanced  from  various  related  parties  including  the  Company's
Director, Scott A Haire, and entities controlled by him. Other shareholders fund
the company as necessary to meet working capital requirements and expenses.  The
advances are made pursuant to a note  agreement  that bears  interest at 10% per
annum,  payable  quarterly per the table below. One of the notes in currently in
default.  Accrued  interest  due to related  parties as of December 31, 2006 was
approximately  $110,709.  The  following  is a summary of amounts due to related
parties as of December 31, 2006:

                                      F-16
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE ENDED December 31, 2006 and 2005

NOTE 5 - NOTES PAYABLE (continued)

Heb, LLC, Scott Haire is the President, CEO, and CFO of this
company.  These  notes are  considered  to be related  party
notes. The total accrued interest on these notes at December
31, 2006 is $82,740.  Funds advanced  under three  unsecured
notes are:
    Dated 8/24/06 10% per annum                                          25,600
    Dated 4/6/06 line of credit, 10% per annum                          521,257
    Dated 8/24/06  no stated interest rate                                3,900

MLH Investments, LLC, Frank Barker is the controlling owner.
This note payable is  considered to be a related party note.
The total accrued interest on this note at December 31, 2006
is $51.
    Dated 12/13/06 10% per annum                                         10,096

New Market
    Dated   10/6/06   no  stated   interest   rate,   note  will
    automatically  convert  to  450,000  shares  of stock or the
    equivalent  of  $900,000  worth of stock but is  limited  to
    675,000  shares.  This  note is  considered  to be a related
    party note. This note is non-interest  bearing and therefore
    no accrued interest at December 31,2006.                            900,000

SWCC
    Dated 7/21/06 no stated interest rate                                20,150
    Dated 7/21/06 no stated interest rate                                 1,750

 Nevada  Multicare,   Scott  Haire  -  Owner.  This  note  is
 considered  to be a related  party note.  The total  accrued
 interest on this note at December 31, 2006 is $14,966.
    Dated 1/5/06 line of credit, 10% per annum                           73,805

Scott Haire,  This note will be  considered a related  party
note.  The total  accrued  interest on this note at December
31, 2006 is $9,144.
    Dated 9/30/04 line of credit, 10% per annum                          22,400

Anthony Chamblin - investor in Envoii Healthcare,  this note
will be considered a related  party note.  The total accrued
interest  on  this  note at  December  31,  2006 is  $3,808.
3/31/03, 10% per annum                                                   10,000

                                  Total Notes Payable                 1,588,958
                                 Less current portion                  (688,958)
                              Long term notes payable                   900,000

                  Notes payable related party current                   667,058
                                Notes payable current                    21,900

                                Current notes payable                   688,958

                Long-Term notes payable related party                   900,000

Notes payable of $1,012,663 along with accrued interest of $354,869 were paid in
full during July 2006 pursuant to a debt exchange agreement (See Note 6)




                                      F-17
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED December 31, 2006 and 2005

NOTE 6 - CAPITAL STOCK

Preferred Stock

The Company is authorized to issue 10,000,000 shares of Preferred Stock at a par
value of $.001.  At December 31, 2006 the Company has designated  300,000 shares
of Class B Preferred Stock.

Preferred Stock - Class A

The Company  was  previously  authorized  to issue  2,000,000  shares of Class A
preferred stock, at a par value of $0.001 per share. There were no shares issued
or  outstanding  during 2006 or 2005.  Effective  August 24, 2006 the Company no
longer has a designation for Class A Preferred Stock.

Preferred Stock - Class B

The Company is authorized to issue 300,000 shares of voting preferred shares, at
a par value of $0.001 per share and as of December 31,  2006,  there were 70,000
shares outstanding. Accrued but unpaid dividends amounted to $33,750 at December
31, 2006.

Preferred Stock - Class C

The Company was previously  authorized to issue 100,000 shares of Class C common
stock. There were no shares issued or outstanding during 2006 or 2005. Effective
August 24,  2006 the Company no longer has a  designation  for Class C Preferred
Stock.

Common Stock

The Company is authorized to issue 100,000,000  common shares, at a par value of
$0.001 per share.  These  shares have full voting  rights.  At December 31, 2006
there are 41,744,033 shares issued and outstanding.

On April 14, 2006, the Company issued 1,561,964 shares of common stock at $0.001
per share.  As a result of the  transaction  MLH, LLC, has voting control of the
Company.

On July 20, 2006, the Company acquired 100% of MB Holding  Corporation,  and its
wholly-owned  subsidiaries,  VPS  Holding,  LLC and Envoii  Healthcare,  LLC, in
exchange for  34,000,000  (post  reverse-split)  shares of the Company's  common
stock.  There were  1,438,036  shares of  VirtualHealth  common stock issued and
outstanding at December 31, 2005.

On July 20, 2006, the Company issued a total of 2,661,705 shares of common stock
as part of various debt  exchange  agreements  for accounts and notes payable at
$1.00 per share.

On August 18, 2006, the Company  issued 2,000  rounding  shares due to the 1:100
reverse stock split.

                                      F-18
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED December 31, 2006 and 2005

NOTE 6 - CAPITAL STOCK

Preferred Stock

The Company is authorized to issue 10,000,000 shares of Preferred Stock at a par
value of $.001.  At December 31, 2006 the Company has designated  300,000 shares
of Class B Preferred Stock.

On  September  25, 2006,  the Company  issued  16,328  shares of common stock to
Computer Information Systems, Inc. as part of a legal judgment in May 2006.

On September 25, 2006, the Company issued 30,000 shares of common stock to James
K. Millard for debt valued at $30,000 or $1.00 per share.

On October 6, 2006, the Company issued  1,400,000  shares of common stock to New
Market, to acquire 51% ownership of Medical Office Software,  valued at $.30 per
share.

On December 11,  2006,  the Company  issued a total of 634,000  shares of common
stock for services valued at $348,700 or $.55 per share.

Common Stock - Class B

The Company was previously  authorized to issue 100,000 shares of Class B common
shares at a par value of $0.01 per share.  There were 100,000  shares of Class B
common stock issued and outstanding as of December 31, 2005,  which were held by
related parties. On July 20, 2006, pursuant to the terms of a Stock Cancellation
Agreement between the Company and MLH, all of the issued and outstanding  shares
of Class B Common Stock were cancelled. Effective August 24, 2006 the Company no
longer has a designation for Class B Common Stock.


NOTE 7 - CONTINGENCIES AND COMMITMENTS

(a) Federal Payroll Taxes - During 2005, the Company,  based on discussions with
and tax notices  from the  Internal  Revenue  Service,  became  aware of certain
potential unpaid payroll taxes and related  penalties and interest from 1993 and
1995  totaling  $10,500.  These  liabilities  have not been recorded as accounts
payable at December  31,  2006,  but will be subject to further  research of the
Company's  historical tax records and of the statutes of limitations  related to
such liabilities, and to negotiations with the Internal Revenue Service.



                                      F-19
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED December 31, 2006 and 2005

NOTE 7 - CONTINGENCIES AND COMMITMENTS (continued)

(b) Prior  Operations  - The  company  has been  inactive  for some time and has
recently been reorganized  through business  acquisitions.  Management  believes
that  there  are no  valid  outstanding  liabilities  or other  claims  from its
operations prior to reorganization. If a creditor were to come forward and claim
a  liability,  the  Company  has  committed  to contest the claim to the fullest
extent of the law.  Due to various  statutes  of  limitations  and  because  the
likelihood  that a very old liability  would not still be valid, no amounts have
been accrued in these financial statements for any such items.

(c) Claims from  Creditors - Medical Office  Software,  Inc has received a claim
from Bell  South for an  advertising  fee that they  claim is valid.  Management
believe  that they are not liable for this claim.  The  original  agreement  was
signed by previous  management  in 2002.  The matter has been turned over to our
attorney.  Management believes the ultimate outcome of this matter will not have
a material impact on the financial condition of the company. .

(d) Class B  Preferred  Stock  Dividend - Pursuant to an  agreement  with Growth
Fund,  the Company  agreed to pay a dividend  on the Class B preferred  stock on
June 1, 2003, in cash equal to two percent of the value of the Class B Preferred
Stock, or in restricted Class A common stock equal to three percent of the value
of the Class B Preferred  Stock.  During  2003, a demand was made by Growth Fund
through the circuit courts for the dividend payment, which the Companies had not
paid. On March 10, 2005,  the circuit court  dismissed  without  prejudice  this
action for lack of prosecution by Growth Fund (see Note 6).

(e) Consulting Agreements -

(1)  On April 21, 2003,  the Companies  entered into an agreement  with a former
     consultant  whereby the Company owed this consultant a total of $199,650 as
     payment for services rendered. During 2006 this obligation was satisfied by
     conversion into 199,650 shares of common stock.
(2)  During the year ended  December 31, 2003,  the  Companies  renegotiated  an
     existing consulting agreement with a related party for consulting services,
     and entered into two new  consulting  agreements  with related  parties for
     consulting  services.  The total  amount  due under  these  agreements  was
     $192,500.  This amount was satisfied during 2006 by conversion into 192,500
     shares of common stock.
(3)  An Agreement by and between the Company and ABSZ,  LLC was entered into May
     9, 2005 for the purpose of paying for accounting,  auditing,  tax and legal
     work to enable the company to make  current  filings  with SEC and Internal


                                      F-20
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED December 31, 2006 and 2005

NOTE 7 - CONTINGENCIES AND COMMITMENTS (continued)

     Revenue Service in order to maintain its current stock  registration and to
     operate as a viable public company. ABSZ agreed to provide oversight of all
     such work,  obtaining  invoice  from and making  direct  payments  to those
     providing the various  services.  This  agreement was  originally  filed as
     Exhibit 10.8 of the Company's Form 10-KSB, dated December 31, 2003 is again
     filed as an exhibit within this Form 10-KSB.  Under terms of this agreement
     contributing  members (Lenders) each loaned 500,000  unrestricted shares of
     Common Stock to ABSZ. Also under the terms of this agreement,  the Company,
     upon filing all  necessary  documents  with the SEC and meeting  regulatory
     guidelines  to issue  said  shares,  agrees  to issue  3,500,000  shares of
     unrestricted  Common  Stock to ABSZ for  equal  distribution  of  1,000,000
     shares each to the Lenders with 500,000 shares to the Managing  Member,  or
     his  designee.  ABSZ has paid to date  $33,774.23  for the  benefit  of the
     Company.  At  December  31, 2005 an account  payable of  $105,000  had been
     recorded for the value of the 3,500,000  shares to be issued.  During 2006,
     this  obligation was satisfied by conversion  into 105,000 shares of common
     stock.

(f)  Securities  and Exchange Act of 1934 Filings - Since December 31, 2003, the
Companies  have  failed  to comply  with  substantially  all of the  obligations
imposed upon them by the  Securities  Exchange Act of 1934.  The Companies  were
late in filing their annual  reports on Form 10-KSB for the years ended December
31, 2003 and 2004 and their  quarterly  reports on Form 10-QSB for the quarterly
periods ended in 2003, 2004 and 2005, and required  current reports on Form 8-K.
As a result,  the Companies and their officers and directors could be subject to
substantial civil and criminal penalties due to such  non-compliance.  There can
be no  assurance  that  substantial  civil and  criminal  penalties  will not be
imposed.

(g) Litigation - Medical Office  Software,  Inc., a subsidiary of the Company is
engaged in a lawsuit by a former  employee for unpaid  commissions  on sales.  A
court date has not been set.  Management for MOS is defending the litigation and
considers  the claim to be without merit and is therefore  vigorously  defending
the  same.  A loss  contingency  has  not  been  accrued  for  in the  financial
statements.  The Company is also involved from time to time in other  litigation
through the normal course of its business. Management believes there are no such
undisclosed  claims which would have a material effect on the financial position
of the Company.

(h) Operating  lease - The Company had a 3 year lease agreement for office space
that converted to a  month-to-month  rental  arrangement in March 2006.  Monthly
rental expense is currently $783 per month. Total rents paid for the years ended
December 31, 2006 and 2005 was $9,396 and $5,479 respectively.




                                      F-21
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED December 31, 2006 and 2005

NOTE 8 - RELATED PARTY TRANSACTIONS

On March 18, 2005,  the Company issued a note payable in the amount of $4,000 to
James  Kemper  Millard,  former  president  of the Company and on April 25, 2005
issued an additional note of $10,000 to a relative of the former president.  The
notes and related accrued interest were converted into common stock during 2006,
see below.

On July 20, 2006, the Company issued a total of 2,661,705 shares of common stock
as part of a debt  exchange  agreement for  accounts/notes  payable with accrued
interest from officers, directors and other related parties of the company.

On September  25, 2006,  the Company  issued 30,000 shares of common stock to an
officer of the Company for settlement of accrued payroll.

HEB, LLC, a Nevada  Limited  Liability  Company owned by Scott A. Haire,has made
funds available to the various Companies in the form of three unsecured lines of
credit,  each note is at 10% interest.  The total amount drawn against the lines
as of December 31, 2006 is $550,757. The total credit lines is $1,100,000.

Scott A. Haire individual has loaned the companies a total of $22,400 in the
form of a unsecured line of credit note, with 10% interest. The total credit
line is $50,000.

MLH Investments,  LLC, a Nevada Limited Liability Company owned by Frank Barker,
has made funds  available to the  Company.  Said  unsecured  line of credit note
bears interest at 10% per annum, maturity date is December 31, 2007. At December
31, 2006 the balance drawn against the $50,000 line is $10,096.

NewMarket Technology,  Inc., note dated October 6, 2006 for $900,000.  Said note
will  automatically  convert October 1, 2008 into 450,000 shares of Common Stock
if the stock  price is $2.00 per share or convert for  additional  shares as the
price may vary, but total shares are limited to 675,000 shares of stock.

Nevada  Multicare LLC, is a Nevada Limited  Liability  Company owned by Scott A.
Haire,  has made funds available to the Company in the form of an unsecured line
of credit note that bears  interest  at 10%.  At  December  31, 2006 the balance
drawn against the $150,000 line is $73,805.

During 2006, rent valued at $6,195 was forgiven by a shareholder of the Company,
the amount was treated as contributed capital.



                                      F-22
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED December 31, 2006 and 2005

NOTE 9 - INCOME TAXES

There is no  current  or  deferred  income  tax  expense  due to the  Companies'
consolidated  loss  position  and  the  net  deferred  tax  benefits  of  timing
differences  having  been  reduced by an  offsetting  valuation  allowance.  The
deferred tax  consequences  of  temporary  differences  in  reporting  items for
financial  statement  and income tax purposes are  recognized,  as  appropriate.

Realization of the future tax benefits related to the net deferred tax assets is
dependent on many factors,  including the Companies' ability to generate taxable
income  within  the net  operating  loss  carryforward  period.  Management  has
considered  these  factors  in  reaching  its  conclusion  as to  the  valuation
allowance for  financial  reporting  purposes and has recorded a 100%  valuation
allowance against the net deferred tax asset.

Reconciliations  of  the  expected  federal  income  tax  benefit  based  on the
statutory  income tax rate of 20% to actual benefit for the years ended December
31, 2006, 2005 are as follows:

                                              2006             2005
                                            ---------       ---------
   Expected federal income tax benefit      $ 161,000       $  59,000
   Increase in valuation allowance           (161,000)        (59,000)
                                            ---------       ---------
   Income tax expense (benefit)             $       0       $       0
                                            =========       =========

At  December  31,  2006,  the  potential   non-current  deferred  tax  asset  of
approximately  $300,000  results  from the  deferred tax benefit of applying the
statutory  income tax rate of 20% to the net  operating  loss  carryforwards  of
approximately  $1,440,000 and bad debt  allowance of $70,000,  which have a 100%
valuation  allowance,  as the ability of the  Companies  to generate  sufficient
taxable  income in the  future  is  uncertain.  There  are no other  significant
deferred tax assets or liabilities.

As of December 31, 2005, the Companies  have  potential  available net operating
loss  carryforwards  for federal income tax purposes of approximately  $703,000,
which have been offset by a 100%  valuation  allowance and expire  through 2025.
Pursuant to the Tax Reform Act of 1986, annual utilization of the Companies' net
operating  loss  carryforwards  will be limited  due to a  cumulative  change in
ownership of more than 50%.


                                      F-23
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED December 31, 2006 and 2005

NOTE 10 - BUSINESS ACQUISTIONS

MB HOLDING CORPORATION

On August 28, 2006, MB Holding  corporation was acquired by the Company pursuant
to an Agreement and Plan of Reorganization. The agreement called for the Company
to issue 34,000,000 post-split shares of common stock to the shareholders of MBH
for 100% of the  outstanding  shares  of  MBH's  common  stock in a  transaction

wherein MBH would became a wholly-owned subsidiary of the Company. The ownership
interests of the former owners of MBH in the combined enterprise will be greater
than that of the ongoing  shareholders  of the  Company  and,  accordingly,  the
management  of MBH will assume  operating  control of the  combined  enterprise.
Consequently,  the  acquisition is accounted for as a  recapitalization  of MBH,
wherein  MBH  purchased  the  assets  of  the  Company  and  accounted  for  the
transaction as a reverse purchase for accounting purposes.

MB Holding Corp.  ("MBH") was organized under the laws of the State of Nevada on
July 11, 1997. MBH owns VPS Holdings,  LLC and Envoii  Healthcare LLC and 49% of
Medical  Office  Software  Inc.  VPS  Holdings,  LLC, is a software  development
company with its primary  business being the development of secure  transactions
for  real-time  government   Prescription  Drug  Tracking  programs  within  the
healthcare  industry  which are compliant  with the  guidelines of HIPAA (Health
Insurance  Portability and Accountability  Act). Envoii Healthcare LLC's initial
application has been developed for use in the pharmacy field.  This  application
utilizes a front-end platform designed around Envoii's operating system enabling
private information to be transferred in a secure and encrypted  envelope,  only
viewable  to the  parties  for  whom it was  originally  intended.  The  company
believes that the  opportunity  for this type of application  extends beyond the
initial  pharmacy  offering  and it will seek to develop  or partner  with other
companies to bring this type of HIPAA  compliant  application  to other areas of
the healthcare industry.

MEDICAL OFFICE SOFTWARE

On October 6, 2006,  the Company  completed its  acquisition  of Medical  Office
Software,  Inc. The Company issued  1,400,000  shares of common stock to acquire
the remaining 51% control of all the issued and outstanding common stock of MOS.
The  acquisition  is  accounted  for as a purchase.  The  purchase was valued at
$420,000.


                                      F-24
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED December 31, 2006 and 2005

NOTE 10 - BUSINESS ACQUISTIONS (continued)

The following is a summary of the estimated  fair values of the assets  acquired
and liabilities assumed as of the date of the acquisition:

Cash and Receivables                             $    303,091
Liabilities                                      $ (1,111,947)
Goodwill                                         $  1,228,856
                                                 ------------
Total                                            $    420,000

Medical Office  Software,  Inc. ("MOS") was incorporated in the State of Florida
in September of 1984. Since its inception, the Company has built an ever growing
regional  presence in the physician  practice  management system ("PMS") market.
The Company began as a developer  and marketer of its own PMS solution,  and has
continued  to maintain a high level of  development  expertise.  At the present,
however,  the Company  focuses  almost  exclusively  on reselling and supporting
products developed by other parties in an effort to provide the best of breed to
it's customers in this emerging landscape of interoperability.

Pro forma results (unaudited)

The following table presents pro forma results of operations of the Company,  MB
Holding and Medical Office  Software,  as though the companies had been combined
as of the beginning of the earliest  period  presented.  The unaudited pro forma
results of operations are not necessarily  indicative of results that would have
occurred had the  acquisition  taken place on January 1, 2005 or of results that
may occur in the future.

                                                   Year        Year
                                                   Ended       Ended
                                                   2006        2005
                                                ----------   ----------
Revenues                                        $1,621,742   $1,594,175
Earnings (loss) from continuing operations      $ (815,765)  $ (541,232)
Basic earnings (loss) per share                 $    (.02 )  $     (.02)
Diluted earnings (loss) per share               $    (.02 )  $     (.02)




                                      F-25
<PAGE>


VIRTUALHEALTH TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED December 31, 2006 and 2005


NOTE 11 - LOSS PER SHARE

The  following  data show the amounts used in  computing  loss per share for the
periods presented:

                                                     For the Year Ended
                                                        December 31,
                                               -----------------------------
                                                   2006              2005
                                               -------------     -----------
   Income (loss) from continuing operations
     (numerator)                               $    (680,875)    $  (292,453)
                                               -------------     -----------
   Income (loss) available to common
   shareholders (numerator)                    $    (680,875)    $  (292,453)
                                               -------------     -----------
   Weighted average number of common
   shares outstanding used in loss per share
   for the period (denominator)                   36,921,544      34,000,000
                                               -------------     -----------

Dilutive  loss  per  share  was not  presented,  as the  Company  had no  common
equivalent shares for all periods presented that would affect the computation of
diluted loss per share.


NOTE 12 - SUBSEQUENT EVENTS

Subsequent to December 31, 2006,  the Company has issued 70,000 shares of common
stock for consulting services rendered.










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                                      F-26
<PAGE>



                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
has duly  caused  this report to be signed by the  undersigned,  thereunto  duly
authorized.

                        VIRTUALHEALTH TECHNOLOGIES, INC.
                                  (Registrant)


Date: April 20, 2007      By  /s/ Scott A. Haire
                              ------------------
                             Scott A. Haire
                             Chief Executive Officer and
                             Chief Financial Officer
                             (principal accounting officer)


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

  Signature                    Title                             Date


 /s/ Scott A. Haire           Chief Executive Officer,           April 20, 2007
--------------------          Chief Financial Officer and
Scott A. Haire                Director


 /s/ James M. Renfro          Director                           April 20, 2007
--------------------
James M. Renfro


 /s/ Deborah Jenkins         Director                            April 20, 2007
--------------------
Deboarah Jenkins





                                       64