UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM  10-K/A


Amendment No.1





(Mark one)





xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended December 31, 2013





OR





oTRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934




For the transition period from ___________ to ___________.





Commission file number 000-54167


SANOMEDICS INTERNATIONAL HOLDINGS, INC.(Exact name of registrant as specified in its charter)


Delaware

27-3320809(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)





444 Brickell Avenue, Suite 415, Miami, Florida

33131(Address of principal executive offices)

(Zip Code)





Registrant’s telephone number, including area code (305) 433-7814





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


None





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


Common Stock, $0.001 par value.





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





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





Indicate by check mark whether the registrant has (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 xNo o .





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes xNo o





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x





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





Large accelerated filer
o
Accelerated filer
oNon-accelerated filer
o
Smaller reporting company
x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes oNo x.





The aggregate market value of the voting common stock held by non-affiliates of the registrant on June 28, 2013, the last business day of the registrant's most recently completed second quarter, was approximately $34.8 million.





The number of shares of Common Stock, $.001 par value, outstanding on April 11, 2014 was 10,361,266 shares.







EXPLANATORY NOTE
  Sanomedics International Holdings, Inc. is filing this Amendment No. 1 on Form 10-K/A to amend Part IIItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, originally filed with the Securities and Exchange Commission on April 15, 2014 (the ”Original Annual Report”). This Amendment No. 1 is being filed solely for the purpose of correcting typographical printer’s errors primarily in the Summary of Cash Flows for the Year Ended December 31, 2013 section in Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operationson page 32 of the Original Annual Report. Except for these corrections, there have been no changes in any of the financial or other information contained in the report.
  This Amendment No. 1 on Form 10-K/A for the year ended December 31, 2013 also contains currently dated certifications as Exhibits 31.1, 31.2, 32.1 and 32.2.  No attempt has been made in this Amendment No. 1 on Form 10-K/A for the year ended December 31, 2013 to modify or update the other disclosures presented in the Original Annual Report except as set forth herein. This Amendment No. 1 on Form 10-K/A does not reflect events occurring after the filing of the Original Annual Report or, as applicable, Amendment No. 1, or modify or update those disclosures that may be affected by subsequent events.  Accordingly, this Amendment No. 1 should be read in conjunction with the Original Annual Report and our other filings with the SEC.
  2


PART II




Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.





OVERVIEW





We design, develop and market medical diagnostic equipment for healthcare providers. We are capitalizing on the growing trend of expanded hospital caregivers, assisted living and long term care. We are focused on delivering improved outcomes and preventative practices to control healthcare costs while being an innovative bridge between the healthcare provider and their patient.





Caregiver® Thermometer is the first clinically validated non-contact thermometer for the healthcare providers market, which include hospitals, physician’s offices, medical clinics and nursing homes and other long-term care institutions and acute care hospitals. Thermomedics line of Professional Non-Contact Thermometers (Caregiver® ) is the first of its kind. Our Caregiver® thermometer with TouchFreeTM technology is less likely to transmit infectious disease than those devices that require even a minimum of contact.





Critical Accounting Policies and Estimates





The methods, estimates and judgments we use in applying our accounting policies have a significant impact on the results we report in our financial statements.. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We believe our critical accounting policies are those described below.





Revenue Recognition





The Company recognizes revenue at the time the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured.





Certain product sales are subject to rights of return. Such rights include the right to return defective items within 30 days and with certain large accounts a right to return unsold product. For products sold where the buyer has the right to return the product, the Company recognizes revenue at the time of sale only if (1) the Company’s price to the buyer is substantially fixed or determinable at the date of sale, (2) the buyer has paid the Company, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product, (3) the buyer’s obligation to the Company would not be changed in the event of theft or physical destruction or damage of the product, (4) the buyer acquiring the product for resale has economic substance apart from that provided by the seller, (5) the Company does not have significant obligations for future performance to directly bring about resale of the product by the buyer, and (6) the amount of future returns can be reasonably estimated. The Company recognizes such product revenues when either it has met all the above criteria, including the ability to reasonably estimate future returns, when it can reasonably estimate that the return privilege has expired.





Product Sales — Revenue from sales of the Company’s products is recorded when title and risk of loss have passed to the buyer and provided the criteria for revenue recognition are met. The Company sells its products to individual consumers and resellers upon receipt of a written order. The Company has a limited return policy for defective items that requires that the customer give the Company notice within 30 days after receipt of the product; however, such risk is passed to the manufacturer and therefore, the Company recognizes revenue at the time of delivery without providing any reserve. For sales made by certain large accounts with a right to return unsold items, the Company provides for a reserve for the estimated amount of unsold items.




3





Inventories





Inventories are stated at the lower of cost (on a first-in, first-out basis) or market value. The stated cost is comprised of finished goods of non-invasive medical devices. Reserves, if necessary, are recorded to reduce inventory to market value based on assumptions about consumer demand, current inventory levels and product life cycles for the various inventory items, as follows:





·
Consumer demand





·
Current inventory levels – we have approximately 2,200 units remaining as of December 31, 2013. We are attempting to sell the remaining units as quickly and efficiently as possible in order to make room for our second generation professional product.





·
Product life cycles –We are marketing our Caregiver line of thermometers





Stock-Based Compensation





The Company applies the fair value method of Accounting Standards Codification (“ASC”) 718, Share Based Payment, in accounting for its stock based compensation. This standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period, if any. As the Company does not have sufficient, reliable and readily determinable values relating to its common stock, the Company has used the stock value pursuant to its most recent private sale of stock for purposes of valuing stock based compensation. The Company believes that the market price of the Company's stock is not indicative of value as the stock is not widely held and trades infrequently.


Income Taxes





The Company accounts for income taxes under ASC 740, Income Taxes. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period, which includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.





ASC 740 contains a two-step approach to recognizing and measuring uncertain tax positions. This first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.





Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company's evaluation was performed for the tax years ended December 31, 2013 and 2012. The Company’s tax returns for the years 2010 through 2013 remain subject to examination by tax jurisdictions as of December 31, 2013.




4





RESULTS OF OPERATIONS





The following table summarizes our consolidated operating results as a percentage of net sales revenue for the periods indicated:





Year Ended December 31,2013


2012Net sales revenue


100.0
%


100.0
%Costs and expenses:Cost of goods sold


22.4



60.0General and administrative


435.6



998.4Research and development


42.3



160.2Stock compensation


286.9



484.1Depreciation and amortization


3.6



9.7790.8



1,652.5Loss from operations


(690.8
)


(1,612.4
)Other income (expense):Amortization of debt discount


(172.1
)


-Derivative expense


(15,757.7
)


-Change infair value of derivatives


15,725.6



-Loss on write-down of disposed patents


( 5.7
)


-Loss on rescission


(678.7
)


-Other  income


-



14.3Interest expense


(56.2
)


(262.2
)Loss before provision for income taxes


(1,635.6
)


(1,860.4
)Provision for income taxes


—



—Net loss


(1,635.6
)%


(1,860.4
)%





Results of Operations





Year Ended December 31, 2013 compared to the year Ended December 31, 2012





Revenues:Revenues for the year ended December 31, 2013 were approximately $264,000 as compared to approximately $96,000 for the year ended December 31, 2012, an increase of 175%. This increase is attributable to the continued sales and launching of our new professional models.




Cost of Revenues: Cost of revenues, which consist of product, shipping and other costs totalled approximately $59,000 for the year ended December 31, 2013 as compared to $57,000 of such costs during the same period in 2012. This marginal change in cost of revenues reflects the lower unit prices of the new professional models.


Gross Profit: Gross profit was approximately $205,000 for the year ended as compared to a gross profit of approximately $38,000 for the year ended December 31, 2012. The 2013 increase of $167,000 was primarily the result of the lower unit prices of the new professional models.





Operating Expenses: Operating expenses consist of general and administrative expenses, stock compensation, depreciation and amortization and research and development. For the year ended December 31, 2013, operating expenses totalled approximately $2.1 million as compared to approximately $1.6 million for the same period in 2012. The approximate $.5 million increase (28.6%) was primarily a result of increased professional fees and additional stock compensation expense of approximately $.4 million (-76.5%).





Net Loss: Net loss for the year ended December 31, 2013 was approximately $4.3 million compared to approximately $1.8 million for the year ended December 31, 2012, an increase of approximately $2.5 million (143.0%) primarily as a result of the, loss from rescission and write-off the prior Prime Time Medical acquisition $1.8 million and impact from operating expenses as described above.




5





Financial Condition





December 31, 2013 compared to December 31, 2012





Assets. At December 31, 2013 our total assets increased by approximately $16,000 or 17.0%, to approximately $106,000. This was primarily attributable to increases of approximately $ 11,000 in accounts receivable and $37,000 in inventory offset by depreciation and patent write-down of approximately $24,000 and the use of $17,000 in cash.





Liabilities. At December 31, 2013, our total liabilities increased by approximately $2 million or 61.0%, to approximately $5.3 million, attributable primarily to the increase of derivative liabilities embedded in convertible debt of approximately $1.1 million , $.5 million from increased borrowings and related interest from an affiliate of Craig Sizer, our former Chairman and CEO and principal shareholder and Keith Houlihan, our President into equity, and $.5 million accrual for contingencies on rescission of Prime Time Medical prior acquisition.





Stockholders’ Deficit. At December 31, 2013, our stockholders’ deficit increased by approximately $2 million, or 61.9%, to approximately $5.2 million, primarily due to our net loss of approximately $4.3 million offset by an increase of approximately $2.4 million in paid-in capital resulting from the issuance of stock to consultants, the Prime Time Medical acquisition and from the conversion of third party debt.


Liquidity and Capital Resources





At December 31, 2013, our cash on hand was approximately $10,000. At April 10, 2014, our cash on hand was approximately $125,000.





Since our inception in 2009, we obtained our liquidity principally from approximately $3.5 million principal amount of cash advances from an affiliate of Craig Sizer, our former Chairman and CEO and one of our principal shareholders. The Company has executed promissory notes and advances totalling approximately $1.4 million as of December 31, 2013, with CLSS Holdings, LLC (“CLSS”). Each note (a) bears annual interest of between 7.5 and 9.0 (20% upon the occurrence, and during the continuance, of an event of default), is convertible into our common stock at a fixed conversion price of between $0.25 and $0.50, and is not pre-payable by us, and (b) is subject to a security agreement under which all of our assets secure our loan repayment obligation. All of the notes mature March 15, 2015. The maturity dates of these notes have been extended by CLSS in the past, but there is no assurance that these will be further extended.





Although we intend to increase our revenue by engaging in more aggressive sales, marketing and advertising activity designed to increase awareness of our products, we still need substantial additional capital to finance our business activities on an ongoing basis, as our revenue is insufficient to fund our operations.





During 2012 we raised $330,500 in a private placement and have engaged a broker-dealer and member of FINRA to assist us in raising additional funding. However, there are no assurances we will be successful in raising the additional capital and such funding will result in a material and substantial dilution of the equity interests of our current shareholders. At  April 10, 2014, we had approximately $125,000 in cash on hand; and unless and until we receive additional financing from third parties, which we may never achieve, in the absence of on-going cash infusions on an as needed basis by Mr. Sizer’s affiliate we would be unable to continue to operate.




6





Even if we are successful in raising the equity financing noted above will require substantial additional funds to finance our business activities and acquisition strategy on an ongoing basis. We have only limited commitments or arrangements with any person or entity to obtain any equity or debt financing, and there can be no assurance that the additional financing we require would be available on reasonable terms, if at all; and if available, any such financing likely would result in a material and substantial dilution of the equity interests of our current shareholders. The unavailability of such additional financing could require us to delay, scale back or terminate our business activities, which would have a material adverse effect on our viability and prospects. See Item 1A, Risk Factors – We May Be Unable to Continue as a Going Concern; and – The Substantial Additional Capital We Need May Not Be Obtainable, and Item 13, Certain Relationships and Related Transactions, and Director Independence – Transactions with Related Persons - Borrowings.





We also intend to have our common stock quoted on the OTC Bulletin Board, which we believe would make it easier for us to raise capital from institutional investors and others. However, we do not have any commitments or arrangements to obtain any additional equity capital, and there can be no assurance that the additional financing we require would be available on reasonable terms, if at all. The unavailability of additional financing could require us to delay, scale back or terminate our acquisition efforts as well as our own business activities, which would have a material adverse effect on our company and its viability and prospects.





Summary of Cash Flow for the year ended December 31, 2013 and 2012





Our cash flows for the years ended December 31, 2013 and 2012, were as follows:




Years Ended

December 31,2013


2012Net cash (used) by operating activities

$
(782,014
)

$
(692,556
)Net cash (used) by investing activities

$
(540,000
)

$
-Net cash provided by financing activities

$
1,305,490


$
718,640





Operating Activities




Our total cash used by operating activities increased by approximately $89,000 or 13% to approximately $782,000 for the year ended December 31, 2013, compared to approximately $693,000 for the year ended December 31, 2012. The increase is primarily due to the increases in accounts receivable, inventory and interest accruals, partially offset from decreases in officer salary accruals, compared to the year ended December 31, 2012.




Investing Activities





Our total cash used by investing activities increased by approximately $540,000, or 100% for the year ended December 31, 2013, compared to approximately $ -0- for the year ended December 31, 2012 because of the cash funds paid for the Prime Time Medical acquisition which was subsequently rescinded.





Financing Activities




Our total cash provided by financing activities increased by approximately $586,000, or 82%, to approximately $1,3 million for the year ended December 31, 2013, compared to approximately $719,000 for the year ended December 31, 2012. The increase is primarily due to approximately $766,000 raised from the issuance of convertible notes with third parties and approximately $539,000 borrowed from an affiliate of Craig Sizer, our former Chairman and CEO and principal shareholder.


7





Current Commitments for Expenditures





Our current cash commitments for expenditures are mainly operational and SEC compliance in nature. We seek to use current revenue to pay vendors for materials for contracts, for payroll, and related employment expenditures (i.e. benefits).





Off-Balance Sheet Arrangements





We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.




8





PART IV





Item 15. Exhibits, Financial Statement Schedules.





(b)
Exhibits:





Exhibit No.

Description of Exhibit2.1

Common Stock Purchase Agreement dated March 19, 2009 by and among Sanomedics International Holdings, Inc., Belmont Partners, LLC, Niagara Mining & Development Co., Inc. and Escrow, LLC(1)2.2

Acquisition Agreement and Plan of Share Exchange effective as of April 2, 2009 by and among Niagara Mining & Development Co., Inc. & Development Company, Sanomedics International Holdings, Inc., Craig Sizer, Maria Perez Sizer and Keith Houlihan(1)3.1

Certificate of Incorporation, filed April 7, 2009(1)3.2

Certificate of Amendment to Certificate of Incorporation, filed April 7, 2009(1)3.3

Bylaws(1)3.5

Certificate of Amendment to the Certificate of Incorporation (12)10.1

$407,151.26 Secured Convertible Promissory Note dated September 8, 2009 to CLSS Holdings, LLC(1)10.2

Security Agreement with CLSS Holdings LLC dated September 8, 2009(1)10.3

$225,000.00 Secured Convertible Promissory Note dated June 30, 2010 to Craig Sizer(1)10.4

Amended and Restated Employment Agreement with Keith Houlihan, dated August 18, 2010(1)10.5

Employment Agreement with Gary J. O’Hara, dated July 28, 2010(1)10.6

Employment Agreement with Craig Sizer, dated August 18, 2010(1)10.7

Option Agreement with Craig Sizer, dated April 2, 2009(1)10.8

2010 Stock Option Plan(1)10.9

Warrant issued to ASG, LLC, dated December 7, 2009(1)


10.10

Amendment No. 1 to $407,151.26 Secured Convertible Promissory Note dated September 8, 2009 to CLSS Holdings, LLC(1)10.11

Amendment No. 1 to $225,000.00 Secured Convertible Promissory Note dated June 30, 2010 to Craig Sizer(5)10.12

$239,944 Secured Convertible Promissory Note dated June 30, 2010 to Keith Houlihan, as amended December 20, 2010(1)10.13

Manufacturing Agreement with Rycom Electron Technology Limited (portions of the exhibit have been redacted pursuant to a request for confidential treatment)(1)10.14

Amendment No. 1 dated December 17, 2010, to Amended and Restated Employment Agreement with Keith Houlihan(1)10.15

Amendment No. 1 dated December 20, 2010, to Employment Agreement with Gary J. O’Hara(1)10.16

Amendment No. 1 dated December 17, 2010, to Employment Agreement with Craig Sizer(1)10.17

First Amendment to Commercial Lease(1)10.18

Reseller Agreement with Scar-Guard Inc., dated June 1, 2010 (portions of the exhibit have been redacted pursuant to a request for confidential treatment)(1)10.19

$367,000 Secured Convertible Promissory Note dated March 10, 2011 to CLSS Holdings LLC(1)10.20

Security Agreement with CLSS Holdings LLC dated March 10, 2011(1)10.21

Note Extension Agreement with CLSS Holdings LLC dated March 10, 2011(1)10.23

Note Extension Agreement for note dated April 6, 2010 with CLSS Holdings LLC dated August 1, 2011 (2)10.24

Note Extension Agreement for note dated December 7, 2009 with CLSS Holdings LLC dated August 1, 2011 (2)10.25

Note Extension Agreement for note dated June 30, 2010 with CLSS Holdings LLC dated August 1, 2011 (2)10.26

Note Extension Agreement for note dated September 8, 2009 with CLSS Holdings LLC dated August 1, 2011(2)





9





10.27

Note Extension Agreement with Craig Sizer dated August 1, 2011(2)10.28

Note Extension Agreement with Keith Houlihan dated August 1, 2011 (2)10.29

$220,000 Secured Convertible Promissory Note dated June 30, 2011 to CLSS Holdings LLC (2)10.30

Note Extension Agreement for note dated September 30, 2010 with CLSS Holdings LLC dated October 1, 2011 (3)10.31

Employment Agreement by and between the Company and Dom Gatto dated December 1,, 2011 (4)10.32

Secured Convertible Promissory Note dated December 31, 2011 to CLSS Holdings LLC(5)10.33

Employment Agreement with Dom Gatto, dated November 24, 2011, effective date January 1, 2012 (5)10.34

Note Extension Agreement with CLSS Holdings LLC dated March 11, 2012 (5)10.35

Securities Purchase Agreement dated December 6, 2012 between Sanomedics International Holdings, Inc. and Asher Enterprises, Inc. (6)10.36

Convertible Promissory Note dated December 6, 2012 in the original principal amount of $37,500 payable to Asher Enterprises, Inc. (6)10.37

Consulting Agreement dated January 6, 2013 between Sanomedics International Holdings, Inc. and Langle Business Consulting Inc. (7)10.38

Lease for principal executive office *10.39

Stock Purchase Agreement dated April 26, 2013 by and among Sanomedics International Holdings, Inc., Anovent, Inc., Prime Time Medical, Inc. and Mark R.Miklos (incorporated by reference to the Current Report on Form 8-K as filed on May 3, 2013)(8)10.40

Promissory Note dated May 9, 2013 by and among CLSS Holdings, LLC and Sanomedics International Holdings, Inc.(8)10.41

$500,000 Promissory Note dated June 19, 2013 payable to JMJ Financial Duke (incorporated by reference to the Current Report on Form 8-K as filed on June 24, 2013).(9)10.42

Equity Purchase Agreement dated July 10, 2013 by and among Sanomedics International Holdings, Inc., Anovent, Inc., Duke Medical EquipmentLLC and Vann R. Duke (incorporated by reference to the Current Report on Form 8-K as filed on July 16, 2013).(9)10.43

$703,339.33 principal amount Promissory Note dated June 17, 2013 payable to Keith Houlihan(9)10.44

[EXTENSION OF CLSS NOTES](9)10.45

[EXTENSION OF PRIME MEDICAL AGREEMENT](9)10.46

Securities Purchase Agreement dated August 27, 2013 between Sanomedics International Holdings, Inc and Asher Enterprises, Inc.(10)10.47

Convertible Promissory Note dated August 27, 2013 between Sanomedics International Holdings, Inc and Asher Enterprises, Inc.(10)10.48

Convertible Promissory Note dated September 18, 2013 between Sanomedics International Holdings, Inc. and Continental Equities, LLC10.49

Convertible Promissory Note dated September 20, 2013 between Sanomedics International Holdings, Inc. and LG Capital Funding, LLC10.50

Amendment to Stock Purchase Agreement dated August 30, 2013 by and among Sanomedics International Holdings, Inc., Anovent, Inc., Prime Time Medical,Inc. and Mark R. Miklos(11)10.51

Promissory Note dated August 30, 2013 in the principal amount of $850,000 to Mark R. Miklos due September 30, 2013.(11)10.52

Promissory Note dated August 30, 2013 in the principal amount of $500,000 to Mark R. Miklos due April 25, 2015.(11)10.53

Promissory Note dated August 30, 2013 in the principal amount of $500,000 to Mark R. Miklos due April 24, 2016(11)10.54

Security Agreement dated August 30, 2013 by and among Sanomedics International Holdings Inc., Anovent, Inc. and Mark R. Miklos(11)10.55

Employment Agreement dated August 30, 2013 by and among Sanomedics International Holdings, Inc., Anovent, Inc., Prime Time Medical, Inc. and Mark R.Miklos.(11)10.56

Convertible Promissory Note dated October 25, 2013 between Sanomedics International Holdings, Inc. and Auctus Private Equity Fund, LLC10.57

Convertible Promissory Note dated October 22, 2013 between Sanomedics International Holdings, Inc. and Continental Equities, LLC10.58

Convertible Promissory Note dated October 9, 2013 between Sanomedics International Holdings, Inc. and GEL Properties, LLC  10
  10.59

Convertible Promissory Note dated September 9, 2013 between Sanomedics International Holdings, Inc. and Zarian Midgley & Johnson PLLC14.1

Code of Business Conduct and Ethics *31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*99.1

510(k) assignment from Rycom Electron Technology Limited(2)99.2

510(k) assignment from JXB Co., Ltd(2)101.INS

XBRL INSTANCE DOCUMENT **101.SCH

XBRL TAXONOMY EXTENSION SCHEMA **101.CAL

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE **101.DEF

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE**101.LAB

XBRL TAXONOMY EXTENSION LABEL LINKBASE **101.PRE

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE **





* filed herewith.


** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Annual Report on Form 10-K shall be deemed “furnished” and not “filed”.





(1) Incorporated by reference to the registration statement on Form 10 filed on October 29, 2010, as amended.


(2) Incorporated by reference to the Quarterly Report on Form 10-Q for the period ended June 30, 2011.


(3) Incorporated by reference to the Quarterly Report on Form 10-Q for the period ended September 30, 2011.


(4) Incorporated by reference to the Current Report on Form 8-K as filed on December 2, 2011.


(5) Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2011.


(6) Incorporated by reference to the Current Report on Form 8-K as filed on December 11, 2012.


(7) Incorporated by reference to the Current Report on Form 8-K as filed on January 8, 2013.


(8) Incorporated by reference to the Quarterly Report on Form 10-Q for the period ended March 31, 2013.


(9) Incorporated by reference to the Quarterly Report on Form 10-Q for the period ended June 30, 2013.


(10) Incorporated by reference to the Current Report on Form 8-K as filed on September 3, 2013.


(11) Incorporated by reference to the Current Report on Form 8-K as filed on September 6, 2013


(12) Incorporated by reference to the Current Report on Form 8-K/A as filed on December 20, 2013




11





SIGNATURES





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





SANOMEDICS INTERNATIONAL HOLDINGS, INC.Date: April 25, 2014
By:
/s/ Keith HoulihanKeith HoulihanPresident