##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K
  þ
    
    Annual report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
 For the fiscal year ended July 31, 2011
 OR
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission File Number 0-13176
 NON-INVASIVE MONITORING SYSTEMS, INC.
  Florida
    
    59-2007840(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 4400 Biscayne Blvd., Suite 180, Miami, Florida, 33137
  (305) 575-4200
 None
  Common stock, $0.01 par value per share
  o
 Yes o No þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting companyþ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE: None




---



##### 



NON-INVASIVE MONITORING SYSTEMS, INC.
 TABLE OF CONTENTS FOR FORM 10-K
 PART I
    
    
    5Item 1. Business
    
    
    5Item 1A. Risk Factors
    
    
    12Item 2. Properties
    
    
    18Item 3. Legal Proceedings
    
    
    18Item 4. (Removed and Reserved)
    
    
    18PART II
    
    
    19Item 5. Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    19Item 6. Selected Financial Data
    
    
    19Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    20Item 7A. Quantitative and Qualitative Disclosures About Market
Risk
    
    
    23Item 8. Financial Statements and Supplementary Data
    
    
    23Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    
    39Item 9A(T). Controls and Procedures
    
    
    39Item 9B. Other Information
    
    
    39PART III
    
    
    40Item 10. Directors, Executive Officers and Corporate
Governance
    
    
    40Item 11. Executive Compensation
    
    
    43Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    44Item 13. Certain Relationships and Related Transactions, and
Director Independence
    
    
    46Item 14. Principal Accountant Fees and Services
    
    
    48PART IV
    
    
    49Item 15. Exhibits, Financial Statement Schedules
    
    
    49SIGNATURES
    
    
    50Exhibit 21.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
   
    
    We have a history of operating losses, we do not expect to become profitable in the near
future and absent a significant increase in revenue or additional equity or debt financing,
we may be unable to continue as a going concern.
 
    
    We will require additional funding, which may not be available to us on acceptable
terms, or at all. In addition, we may need to amend our Articles of Incorporation to
increase our number of authorized shares of common stock.
 
    
    We terminated the Product and Supply Agreement with Sing Lin and may potentially be
obligated to pay amounts under the agreement.
 
    
    We rely on third parties to manufacture and supply our products, and we presently have
no agreement with any third party to manufacture and supply our products.
 
    
    The current worldwide economic crisis and concurrent market instability may materially
and adversely affect the demand for our products, as well as our ability to obtain credit
or secure funds through sales of our stock, which may materially and adversely affect our
business, financial condition and ability to fund our operations.
 
    
    Healthcare policy changes, including recent reforms to the U.S. healthcare system, may
have a material adverse effect on us.
 
    
    Our Exer-Rest device does not have a unique Medicare Reimbursement CPT Code.
 
    
    The terms of clearances or approvals and ongoing regulation of our products may limit
how we manufacture and market our products, which could materially impair our ability to
generate anticipated revenues.
 
    
    Our competitors may develop and market products that are more effective, safer or less
expensive than our products, negatively impacting our commercial opportunities.
 
    
    If we are unable to obtain and enforce patent protection for our products, our business
could be materially harmed.
 
    
    If we are unable to protect the confidentiality of our proprietary information and
know-how, the value of our technology and products could be adversely affected.
 
    
    Our commercial success depends significantly on our ability to operate without
infringing the patents and other proprietary rights of third parties.
 
    
    If we become involved in patent litigation or other proceedings related to a
determination of rights, we could incur substantial costs and expenses, substantial
liability for damages or be required to stop our product development and commercialization
efforts.
  3




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
    
    Failure to obtain regulatory approval outside the United States will prevent us from
marketing our products abroad.
 
    
    Non-U.S. governments often impose strict price controls, which may adversely affect our
future profitability.
 
    
    Our business is subject to economic, political, regulatory and other risks associated
with international operations.
 
    
    We do not anticipate paying dividends on our common stock in the foreseeable future.
 
    
    Because our common stock is a penny stock, it may be more difficult for investors to
sell shares of our Common Stock, and the market price of our common stock may be adversely
affected.
 
    
    Our stock price has been volatile and there may not be an active, liquid trading market
for our common stock.
 
    
    Our quarterly results of operations will fluctuate, and these fluctuations could cause
our stock price to decline.
 
    
    Shareholders may experience dilution of ownership interests because of the future
issuance of additional shares of our common stock and our preferred stock.
   4




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##### Table of Contents



PART I
 
 Item 1.
    
    Business.
 General
  Company Overview
   ®
  5




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##### Table of Contents



Market Opportunities
  
    
    the aging population;
 
    
    the increasing number of elderly persons reporting chronic ailments;
 
    
    an increased awareness of the benefits of exercise, particularly as a form of
prevention;
 
    
    an increasing portion of the population that is incapable of performing traditional
exercise;
 
    
    the expanding body of research connecting the bodys production of nitric oxide with
vasodilatation, reduction of inflammation and improved transmission of neural impulses; and
 
    
    the expanding body of research linking WBPA to production of nitric oxide and related
benefits.
  Products
 Whole Body Periodic Acceleration (WBPA) Therapeutic Devices
    6




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##### Table of Contents



LifeShirt®
  Intellectual Property
  US Patent
    
    Inventors
    
    Title
    
    Expiration Date7,404,221
    
    Sackner, Marvin A.
    
    Reciprocating
movement platform
for the external
addition of pulses
to the fluid
channels of a
subject
    
    August 4, 20287.228,576
    
    Inman, D. Michael;
Sackner, Marvin A.
    
    Reciprocating
movement platform
for the addition of
pulses of the fluid
channels of a
subject
    
    June 12, 20277,111,346
    
    Inman, D. Michael;
Sackner, Marvin A.
    
    Reciprocating
movement platform
for the addition of
pulses of the fluid
channels of a
subject
    
    May 15, 20237,090,648
    
    Sackner, Marvin A.;
Inman, D. Michael
    
    External
addition of pulses
to fluid channels
of body to release
or suppress
endothelial
mediators and to
determine
effectiveness of
such intervention
    
    September 28,
20216,155,976
    
    Sackner, Marvin A.;
Inman, D. Michael;
Meichner, William J.
    
    Reciprocating
movement platform
for shifting
subject to and fro in
headwards-footwards
direction
    
    May 24, 2019
  7




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##### Table of Contents



Research and Development
  Competition
  Government Regulation of our Medical Device Development and Distribution Activities
   FDA Regulation of the Design, Manufacture and Distribution of Medical Devices
    8




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2010 Health Care Reform Legislation
     Third-Party Payments, Especially payments by Medicare and Medicaid
 A.
    
    Medicare Coverage
    9




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##### Table of Contents



B.
    
    Reimbursement Levels
    Anti-Fraud and Abuse Rule
  
    
    The anti-kickback statute (Section 1128B(b) of the Social Security Act) prohibits
certain business practices and relationships that might affect the provision and cost of
healthcare services reimbursable under Medicare, Medicaid and other federal healthcare
programs, including the payment or receipt of remuneration for the referral of patients
whose care will be paid by Medicare or other governmental programs;
 
    
    The physician self-referral prohibition (Ethics in Patient Referral Act of 1989, as
amended, commonly referred to as the Stark Law, Section 1877 of the Social Security Act),
which prohibits referrals by physicians of Medicare or Medicaid patients to providers of a
broad range of designated healthcare services in which the physicians (or their immediate
family members) have ownership interests or with which they have certain other financial
arrangements.
 
    
    The anti-inducement law (Section 1128A(a)(5) of the Social Security Act), which
prohibits providers from offering anything to a Medicare or Medicaid beneficiary to induce
that beneficiary to use items or services covered by either program;
  10




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
    
    The False Claims Act (31 U.S.C. § 3729 et seq.), which prohibits any person from
knowingly presenting or causing to be presented false or fraudulent claims for payment to
the federal government (including the Medicare and Medicaid programs); and
 
    
    The Civil Monetary Penalties Law (Section 1128A of the Social Security Act), which
authorizes the United States Department of Health and Human Services to impose civil
penalties administratively for fraudulent or abusive acts.
     The Privacy Provisions of HIPAA
   11




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##### Table of Contents



Manufacturing
  Sales & Marketing
  Employees
  
 Item 1A.
    
    Risk Factors.
  Risks Relating to Our Business.
 We have a history of operating losses, we do not expect to become profitable in the near future and
absent a significant increase in revenue or additional equity or debt financing, we may be unable
to continue as a going concern.
   12




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##### Table of Contents



We will require additional funding, which may not be available to us on acceptable terms, or at
all. In addition, we may need to amend our Articles of Incorporation to increase our number of
authorized shares of common stock.
  We terminated the Product and Supply Agreement with Sing Lin and may potentially be obligated to
pay amounts under the agreement.
  We rely on third parties to manufacture and supply our products, and we presently have no agreement
with any third party to manufacture and supply our products.
    13




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##### Table of Contents



The current worldwide economic crisis and concurrent market instability may materially and
adversely affect the demand for our products, as well as our ability to obtain credit or secure
funds through sales of our
stock, which may materially and adversely affect our business, financial condition and ability to
fund our operations.
   Healthcare policy changes, including recently enacted legislation reforming the U.S. healthcare
system, may have a material adverse effect on us.
     Our
Exer-Rest device does not have a unique Medicare Reimbursement CPT Code.
  The terms of clearances or approvals and ongoing regulation of our products may limit how we
manufacture and market our products, which could materially impair our ability to generate
anticipated revenues.
   14




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##### Table of Contents



Our competitors may develop and market products that are more effective, safer or less expensive
than our products, negatively impacting our commercial opportunities.
  If we are unable to obtain and enforce patent protection for our products, our business could be
materially harmed.
   If we are unable to protect the confidentiality of our proprietary information and know-how, the
value of our technology and products could be adversely affected.
   15




---



##### Table of Contents



Our commercial success depends significantly on our ability to operate without infringing the
patents and other proprietary rights of third parties.
  If we become involved in patent litigation or other proceedings related to a determination of
rights, we could incur substantial costs and expenses, substantial liability for damages or be
required to stop our product development and commercialization efforts any of which could
materially adversely affect our liquidity, business prospects and results of operations.
   Failure to obtain regulatory approval outside the United States will prevent us from marketing our
products abroad.
  Non-U.S. governments often impose strict price controls, which may adversely affect our future
profitability.
   16




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##### Table of Contents



Our business is subject to economic, political, regulatory and other risks associated with
international operations.
  
    
    difficulties in compliance with non-U.S. laws and regulations;
 
    
    changes in non-U.S. regulations and customs;
 
    
    changes in non-U.S. currency exchange rates and currency controls;
 
    
    changes in a specific countrys or regions political or economic environment;
 
    
    trade protection measures, import or export licensing requirements or other restrictive
actions by U.S. or non-U.S. governments;
 
    
    negative consequences from changes in tax laws; and
 
    
    difficulties associated with staffing and managing foreign operations, including
differing labor relations.
 Risks Relating to Our Stock.
 We do not anticipate paying dividends on our common stock in the foreseeable future.
  Because our common stock is a penny stock, it may be more difficult for investors to sell shares
of our common stock, and the market price of our common stock may be adversely affected.
    17




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Our stock price has been volatile and there may not be an active, liquid trading market for our
common stock.
  Our quarterly results of operations will fluctuate, and these fluctuations could cause our stock
price to decline.
  Shareholders may experience dilution of ownership interests because of the future issuance of
additional shares of our common stock and our preferred stock.
  
 Item 2.
    
    Properties.
   
 Item 3.
    
    Legal Proceedings.
  
 Item 4.
    
    (Removed and Reserved).
  18




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PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
 Market for common stock
  Quarter Ended
    
    High
    
    
    LowOctober 31, 2009
    
    $
    0.46
    
    
    $
    0.26January 31, 2010
    
    $
    0.43
    
    
    $
    0.27April 30, 2010
    
    $
    0.43
    
    
    $
    0.30July 31, 2010
    
    $
    0.36
    
    
    $
    0.30October 31, 2010
    
    $
    0.34
    
    
    $
    0.22January 31, 2011
    
    $
    0.29
    
    
    $
    0.22April 30, 2011
    
    $
    0.29
    
    
    $
    0.21July 31, 2011
    
    $
    0.30
    
    
    $
    0.20
  
 Item 6.
    
    Selected Financial Data.
   19




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##### Table of Contents



Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
 This Annual Report on Form 10-K contains, in addition to historical information, certain
forward-looking statements about our expectations, beliefs or intentions regarding, among other
things, our product development and commercialization efforts, business, financial condition,
results of operations, strategies or prospects. You can identify forward-looking statements by the
fact that these statements do not relate strictly to historical or current matters. Rather,
forward-looking statements relate to anticipated or expected events, activities, trends or results
as of the date they are made. Because forward-looking statements relate to matters that have not
yet occurred, these statements are inherently subject to risks and uncertainties that could cause
our actual results to differ materially from any future results expressed or implied by the
forward-looking statements. Many factors could cause our actual activities or results to differ
materially from the activities and results anticipated in forward-looking statements. These
factors include those set forth below as well as those contained in Item 1A  Risk Factors of
this Annual Report on Form 10-K . We do not undertake any obligation to update forward-looking
statements, except as required by applicable law. These forward-looking statements reflect our
views only as of the date they are made with respect to future events and financial performance.
 Overview
   Critical Accounting Policies and Estimates
  Results of Operations
 
  20




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Year Ended July 31, 2011 Compared to Year Ended July 31, 2010
 Revenue.
 Cost of sales.
 Selling, general and administrative costs and expenses.
 Research and development costs and expenses.
 Total operating costs and expenses.
 Other income and expense.
 Liquidity and Capital Resources
   21




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##### Table of Contents



2010 Credit Facility.
 2011 Promissory Notes.
  22




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Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 8.
    
    Financial Statements and Supplementary Data.
 Report of Independent Registered Public Accounting Firm
    
    
    24Consolidated Balance Sheets at July 31, 2011 and 2010
    
    
    25Consolidated Comprehensive Statements of Operations for the years ended July 31, 2011 and 2010
    
    
    26Consolidated Statements of Changes in Shareholders (Deficit) Equity for the years ended July
31, 2011 and 2010
    
    
    27Consolidated Statements of Cash Flows for the years ended July 31, 2011 and 2010
    
    
    28Notes to Consolidated Financial Statements
    
    
    29
  23




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##### Table of Contents



/s/ Morrison, Brown Argiz & Farra, LLC

Morrison, Brown Argiz & Farra, LLCMiami, FloridaOctober 31, 2011
  24




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NON-INVASIVE MONITORING SYSTEMS, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except share and per share data)
 July 31, 2011
    
    
    July 31, 2010ASSETSCurrent assetsCash
    
    $
    64
    
    
    $
    165Royalties and other receivables, net
    
    
    69
    
    
    
    211Inventories, net
    
    
    531
    
    
    
    766Advances to contract manufacturer
    
    
    
    
    
    
    90Prepaid expenses, deposits, and other current assets
    
    
    31
    
    
    
    57Total current assets
    
    
    695
    
    
    
    1,289Tooling and equipment, net
    
    
    28
    
    
    
    342Total assets
    
    $
    723
    
    
    $
    1,631LIABILITIES AND SHAREHOLDERS (DEFICIT) EQUITYCurrent liabilitiesNotes payable  Related party
    
    $
    1,000
    
    
    $
    600Notes payable  other
    
    
    50
    
    
    
    33Accounts payable and accrued expenses
    
    
    326
    
    
    
    276Customer deposits
    
    
    
    
    
    
    16Total current liabilities
    
    
    1,376
    
    
    
    925Total liabilities
    
    $
    1,376
    
    
    $
    925Shareholders (deficit) equitySeries B Preferred Stock, par value $1.00 per share;
100 shares authorized, issued and outstanding; liquidation preference $10
    
    
    
    
    
    
    Series C Convertible Preferred Stock, par value $1.00 per share;
62,048 shares authorized, issued and outstanding; liquidation preference $62
    
    
    62
    
    
    
    62Series D Convertible Preferred Stock, par value $1.00 per share; 5,500 shares authorized;
2,795 and 2,828 shares issued and outstanding as of July 31,
2011 and 2010, respectively; liquidation preference $4,193 and
$4,242, respectively
    
    
    3
    
    
    
    3Common Stock, par value $0.01 per share; 100,000,000 shares authorized;
68,922,423 and 68,738,165 shares issued and outstanding as of July 31, 2011 and 2010,
respectively
    
    
    689
    
    
    
    687Additional paid in capital
    
    
    21,487
    
    
    
    21,419Accumulated deficit
    
    
    (22,819
    )
    
    
    (21,427
    )Accumulated other comprehensive loss
    
    
    (75
    )
    
    
    (38
    )Total shareholders (deficit) equity
    
    
    (653
    )
    
    
    706Total liabilities and shareholders (deficit) equity
    
    $
    723
    
    
    $
    1,631
   25




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NON-INVASIVE MONITORING SYSTEMS, INC.
 
 CONSOLIDATED COMPREHENSIVE STATEMENTS OF OPERATIONS
 Years ended July 31, 2011 and 2010
 (In thousands, except per share data)
 2011
    
    
    2010RevenuesProduct sales, net
    
    $
    505
    
    
    $
    449Royalties
    
    
    238
    
    
    
    168Total revenues
    
    
    743
    
    
    
    617Operating costs and expensesCost of sales
    
    
    172
    
    
    
    243Selling, general and administrative
    
    
    1,365
    
    
    
    1,899Research and development
    
    
    38
    
    
    
    118Impairment loss
    
    
    430
    
    
    
    Total operating costs and expenses
    
    
    2,005
    
    
    
    2,260Operating loss
    
    
    (1,262
    )
    
    
    (1,643
    )Other incomeInterest income (expense), net
    
    
    (106
    )
    
    
    (16
    )Other income (expense)
    
    
    (24
    )
    
    
    35Total other income
    
    
    (130
    )
    
    
    19Net loss
    
    $
    (1,392
    )
    
    $
    (1,624
    )Other comprehensive lossForeign currency translation adjustment
    
    
    (37
    )
    
    
    (16
    )Comprehensive net loss
    
    $
    (1,429
    )
    
    $
    (1,640
    )Net loss attributable to common shareholders and loss per common share:Net loss
    
    
    (1,392
    )
    
    
    (1,624
    )Net loss attributable to common shareholders
    
    $
    (1,392
    )
    
    $
    (1,624
    )Weighted average number of commonshares outstanding  basic and diluted
    
    
    68,892
    
    
    
    68,497Basic and diluted loss per common share
    
    $
    (0.02
    )
    
    $
    (0.02
    )
   26




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##### Table of Contents



NON-INVASIVE MONITORING SYSTEMS, INC.
 
 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS (DEFICIT) EQUITY
 Years ended July 31, 2011 and 2010
 (Dollars in Thousands)
 Accumu-lated OtherPreferred Stock
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    Accum-
    
    
    Compre-Series B
    
    
    Series C
    
    
    Series D
    
    
    Common Stock
    
    
    Paid in
    
    
    ulated
    
    
    hensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Loss
    
    
    TotalBalance at July 31, 2009
    
    
    100
    
    
    $
    
    
    
    
    62,048
    
    
    $
    62
    
    
    
    2,891
    
    
    $
    3
    
    
    
    68,385,637
    
    
    $
    684
    
    
    $
    21,327
    
    
    
    ($19,803
    )
    
    $
    (22
    )
    
    $
    2,251Common stock issued for
cash on exercise of
options and warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,333
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    $
    1Cashless exercise of
39,999 options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,195
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    Conversion of Series D
Preferred Stock into
Common Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (63
    )
    
    
    
    
    
    
    315,000
    
    
    
    3
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    $
    Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    94
    
    
    
    
    
    
    
    
    
    
    $
    94Foreign currency
translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16
    )
    
    
    ($16
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,624
    )
    
    
    
    
    
    
    ($1,624
    )Balance at July 31, 2010
    
    
    100
    
    
    $
    
    
    
    
    62,048
    
    
    $
    62
    
    
    
    2,828
    
    
    $
    3
    
    
    
    68,738,165
    
    
    $
    687
    
    
    $
    21,419
    
    
    
    ($21,427
    )
    
    
    ($38
    )
    
    $
    706Common stock issued for
cash on exercise of
options and warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,333
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    $
    2Cashless Exercise of
13,333 options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,925
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    Conversion of Series D
Preferred Stock into
Common Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (33
    )
    
    
    
    
    
    
    165,000
    
    
    
    2
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    $
    Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    68
    
    
    
    
    
    
    
    
    
    
    $
    68Foreign currency
translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37
    )
    
    
    ($37
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,392
    )
    
    
    
    
    
    
    ($1,392
    )Balance at July 31, 2011
    
    
    100
    
    
    $
    
    
    
    
    62,048
    
    
    $
    62
    
    
    
    2,795
    
    
    $
    3
    
    
    
    68,922,423
    
    
    $
    689
    
    
    $
    21,487
    
    
    
    ($22,819
    )
    
    
    ($75
    )
    
    $
    (653
    )
   27




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##### Table of Contents



NON-INVASIVE MONITORING SYSTEMS, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years ended July 31, 2011 and 2010
 (Dollars in Thousands)
 2011
    
    
    2010Operating ActivitiesNet loss
    
    $
    (1,392
    )
    
    $
    (1,624
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    119
    
    
    
    123Impairment charge
    
    
    430
    
    
    
    Stock-based compensation expense
    
    
    68
    
    
    
    94Loss on disposal of assets
    
    
    
    
    
    
    3Allowance for doubtful accounts
    
    
    (10
    )
    
    
    Inventory valuation adjustment
    
    
    
    
    
    
    35Foreign currency transaction gain
    
    
    24
    
    
    
    (38
    )Changes in operating assets and liabilitiesAccounts and royalties receivable
    
    
    2
    
    
    
    (150
    )Inventories, net
    
    
    252
    
    
    
    145Advances to contract manufacturer
    
    
    
    
    
    
    54Prepaid expenses, deposits and other current assets
    
    
    26
    
    
    
    19Accounts payable and accrued expenses
    
    
    (31
    )
    
    
    23Customer deposits
    
    
    (16
    )
    
    
    7Net cash used in operating activities
    
    
    (528
    )
    
    
    (1,309
    )Investing ActivitiesFixed asset sale
    
    
    6
    
    
    
    Net cash provided by investing activities
    
    
    6
    
    
    
    Financing ActivitiesNet proceeds from issuance of common stock and exercise of options and warrants
    
    
    2
    
    
    
    1Net proceeds from issuance of notes payable
    
    
    450
    
    
    
    670Repayments of notes payable
    
    
    (33
    )
    
    
    (71
    )Net cash provided by financing activities
    
    
    419
    
    
    
    600Effect of exchange rate changes on cash
    
    
    2
    
    
    
    (12
    )Net increase (decrease) in cash
    
    
    (101
    )
    
    
    (721
    )Cash, beginning of year
    
    
    165
    
    
    
    886Cash, end of year
    
    $
    64
    
    
    $
    165Supplemental schedule of non-cash financing activitiesTransfer of demonstration units from inventory to fixed assets
    
    $
    
    
    
    $
    (8
    )
   28




---



##### Table of Contents



NON-INVASIVE MONITORING SYSTEMS, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. ORGANIZATION AND BUSINESS
 Organization. ®
 Business. ®
  
 
      29




---



##### Table of Contents



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Consolidation.
 Use of Estimates.
 Cash and Cash Equivalents.
 Allowances for Doubtful Accounts.
 Inventories.
 Tooling and Equipment.
 Long-lived Assets.
 Income Taxes.
 Revenue Recognition.
  30




---



##### Table of Contents



Advertising Costs.
 Research and Development Costs.
 Warranties.
 Stock-based compensation.
 Fair Value of Financial Instruments.
 Foreign Currency Translation.
 Comprehensive Income (Loss).
 Loss
Contingencies.
 3. INVENTORIES
  July 31, 2011
    
    
    July 31, 2010Work-in-progress, including sub-assemblies and spare parts
    
    $
    4
    
    
    $
    5Finished goods
    
    
    527
    
    
    
    761Total inventories
    
    $
    531
    
    
    $
    766
  4. STOCK-BASED COMPENSATION
   31




---



##### Table of Contents



Year ended July 31, 2010Expected volatility
    
    112.21% - 116.86%Expected dividend yield
    
    0.00%Risk-free interest rate
    
    1.93% - 2.51%Expected life
    
    4.0 - 5.5 yearsForfeiture rate
    
    2.50%
  Weighted averageremainingWeighted Average
    
    
    contractual term
    
    
    Aggregate IntrinsicShares
    
    
    Exercise Price
    
    
    (years)
    
    
    ValueOptions outstanding, July 31, 2009
    
    
    2,350,164
    
    
    $
    0.564Options granted
    
    
    355,000
    
    
    $
    0.430Options exercised
    
    
    (53,332
    )
    
    $
    0.150Options forfeited
    
    
    (106,000
    )
    
    $
    0.501Options outstanding, July 31, 2010
    
    
    2,545,832
    
    
    $
    0.557Options granted
    
    
    0
    
    
    $
    0.000Options exercised
    
    
    (26,666
    )
    
    $
    0.150Options forfeited
    
    
    (677,916
    )
    
    $
    0.478Options outstanding, July 31, 2011
    
    
    1,841,250
    
    
    $
    0.592
    
    
    
    2.56
    
    
    $
    4,800Options expected to vest, July
31, 2011
    
    
    1,820,916
    
    
    $
    0.594
    
    
    
    2.53
    
    
    $
    4,800Options exercisable, July 31, 2011
    
    
    1,582,500
    
    
    $
    0.624
    
    
    
    2.11
    
    
    $
    4,800
  32




---



##### Table of Contents



5. ROYALTIES
   6. NOTES PAYABLE
 2010 Credit Facility.
 2011 Promissory Note
 7. SHAREHOLDERS EQUITY
   33




---



##### Table of Contents



8. BASIC AND DILUTED LOSS PER SHARE
   July 31, 2011
    
    
    July 31, 2010Stock options
    
    
    1,841,250
    
    
    
    2,545,832Series C Preferred Stock
    
    
    1,551,200
    
    
    
    1,551,200Series D Preferred Stock
    
    
    13,975,000
    
    
    
    14,140,000Total
    
    
    17,367,450
    
    
    
    18,237,032
 9. RELATED PARTY TRANSACTIONS
    34




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##### Table of Contents



10. COMMITMENTS
 Leases
  Year Ending July 31,2012
    
    
    105,0002013
    
    
    32,000$
    137,000
 Product Development and Supply Agreement.
   35




---



##### Table of Contents



Accounts receivable  Trade
    
    $
    152,000Tooling and equipment, net
    
    $
    188,000Advance to manufacturer
    
    $
    90,000Impairment Loss
    
    $
    430,000
 11. LONG-LIVED ASSETS
  Estimated
    
    July 31,
    
    
    July 31,Useful Life
    
    2011
    
    
    2010Tooling and equipment (Note 10)
    
    5 years
    
    $
    
    
    
    $
    471Furniture and fixtures, leasehold
improvements, office equipment and
computers
    
    3  5 years
    
    
    92
    
    
    
    99Website and software
    
    3 years
    
    
    26
    
    
    
    26118
    
    
    
    596Less accumulated depreciation
    
    
    
    
    (90
    )
    
    
    (254
    )Tooling and equipment, net
    
    
    
    $
    28
    
    
    $
    342
  36




---



##### Table of Contents



12. INCOME TAXES
     July 31, 2011
    
    
    July 31, 2010Income tax benefit at the federal statutory rate
    
    
    34.00
    %
    
    
    34.00
    %State and local income taxes, net of effect of federal taxes
    
    
    3.52
    
    
    
    3.11Expiration of net operating losses
    
    
    (10.75
    )
    
    
    (0.11
    )Other, net
    
    
    (0.12
    )
    
    
    (0.40
    )Increase in valuation allowance
    
    
    (26.65
    )
    
    
    (36.60
    )Provision for income tax
    
    
    0.00
    %
    
    
    0.00
    %
  July 31, 2011
    
    
    July 31, 2010Federal and State net operating loss
    
    $
    4,990
    
    
    $
    4,568Foreign net operating loss
    
    
    158
    
    
    
    145Stock-based compensation and other
    
    
    292
    
    
    
    3545,440
    
    
    
    5,067Less: Valuation allowance
    
    
    (5,440
    )
    
    
    (5,067
    )Net deferred tax asset
    
    $
    
    
    
    $
    
   37




---



##### Table of Contents



Year
Ended July 31, 2011
    
    

Year
Ended July 31, 2010U.S.
    
    $
    (1,351
    )
    
    $
    (1,395
    )Foreign
    
    
    (41
    )
    
    
    (229
    )Total
    
    $
    (1,392
    )
    
    $
    (1,624
    )
 13. EMPLOYEE BENEFIT PLANS
  14. CONCENTRATIONS OF RISK
  Cash.
 Royalties and Other Receivables.
 Purchases from and Advances to Contract Manufacturer.
 Major
Customers.
 15. SUBSEQUENT EVENTS
 Subsequent Debt
   38




---



##### Table of Contents



Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  
 Item 9A(T).
    
    Controls and Procedures.
  Managements Report on Internal Control over Financial Reporting
     Changes in Internal Controls Over Financial Reporting
  
 Item 9B.
    
    Other Information.
   39




---



##### Table of Contents



PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance.
  Name
    
    AgeJane H. Hsiao, Ph.D., MBA
    
    
    64Marvin A. Sackner, M.D.
    
    
    79Taffy Gould
    
    
    69Morton J. Robinson, M.D.
    
    
    79Steven D. Rubin
    
    
    51Subbarao V. Uppaluri, Ph.D.
    
    
    62
 Jane H. Hsiao, Ph.D., MBA
  Marvin A. Sackner, M.D.
  40




---



##### Table of Contents



Taffy Gould.
  Morton J. Robinson, M.D.
  Steven D. Rubin
  Subbarao V. Uppaluri, Ph.D.
  41




---



##### Table of Contents



Identification of Executive Officers
  Name
    
    Age
    
    PositionMarvin A. Sackner, M.D.
    
    79
    
    Chief Executive Officer, President and DirectorJames J. Martin
    
    44
    
    Chief Financial Officer and Treasurer
   James J. Martin
 Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
 www.nims-inc.com
 Audit Committee
   42




---



##### Table of Contents



Item 11.
    
    Executive Compensation.
 Summary Compensation Table
  SUMMARY COMPENSATION TABLE
 Option
    
    
    All OtherAwards ($)
    
    
    Compensation
    
    
    TotalName and Principal Position
    
    Year
    
    
    Salary ($)
    
    
    Bonus ($)
    
    
    (1)
    
    
    ($) (2)
    
    
    ($)Marvin Sackner 
President and CEO
    
    
    2011
    
    
    
    18,000
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    18,0002010
    
    
    
    52,000
    
    
    
    
    
    
    
    25,703
    
    
    
    
    
    
    
    77,703Steven Mrha 
Former COO (3)
    
    
    2011
    
    
    
    195,048
    
    
    
    
    
    
    
    0
    
    
    
    7,802
    
    
    
    202,8502010
    
    
    
    255,730
    
    
    
    
    
    
    
    25,703
    
    
    
    9,442
    
    
    
    290,875
 (1)
    
    Represents the aggregate grant date fair value computed in accordance with
FASB ASC Topic 718. Assumptions made in the calculation of these amounts are described in
Note 4 to the Companys audited financial statements, included in this Annual Report on
Form 10-K.(2)
    
    Includes the Companys match of employee 401(k) contributions under safe harbor
matching guidelines.(3)
    
    Mr. Mrha resigned as the companys COO effective July 2011  Outstanding Equity Awards as of July 31, 2011
  Option AwardsNumber of
    
    
    Number ofSecurities
    
    
    SecuritiesUnderlying
    
    
    UnderlyingUnexercised
    
    
    Unexercised
    
    
    OptionOptions (#)
    
    
    Options (#)
    
    
    ExerciseName
    
    Exercisable
    
    
    Unexercisable
    
    
    Price($)
    
    Option Expiration DateMarvin
Sackner,
    
    
    35,000
    
    
    
    
    
    
    $
    0.88
    
    
    October 17, 2012President and CEO
    
    
    15,000
    
    
    
    
    
    
    $
    0.40
    
    
    October 28, 201325,000
    
    
    
    25,000
    (1)
    
    $
    0.32
    
    
    February 23, 201618,750
    
    
    
    56,250
    (2)
    
    $
    0.43
    
    
    March 8, 2017Steven Mrha,
Former
    
    
    225,000
    
    
    
    
    
    
    $
    0.67
    
    
    January 14, 2013COO and Secretary
    
    
    25,000
    
    
    
    25,000
    (1)
    
    $
    0.32
    
    
    February 23, 201618,750
    
    
    
    56,250
    (2)
    
    $
    0.43
    
    
    March 8, 2017
 (1)
    
    Options were granted on February 23, 2009 and vest annually in four
equal tranches beginning on February 23, 2010.(2)
    
    Options were granted on March 8, 2010 and vest annually in four equal
tranches beginning on March 8, 2011.  43




---



##### Table of Contents



Risk Considerations in our Compensation Programs
   Name
    
    Stock OptionsJane H. Hsiao, Chairman
    
    
    45,000Taffy Gould
    
    
    235,000Morton J. Robinson, M.D.
    
    
    47,500Steven D. Rubin
    
    
    35,000Subbarao V. Uppaluri, Ph.D.
    
    
    35,000
 Director Compensation
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
   44




---



##### Table of Contents



Series C Convertible
    
    
    Series D ConvertibleCommon Stock
    
    
    Preferred Stock
    
    
    Preferred StockNo. of Shares
    
    
    Percent
    
    
    No. of Shares
    
    
    Percent
    
    
    No. of Shares
    
    
    PercentNames and Addresses of Directors,
    
    Beneficially
    
    
    of Class
    
    
    Beneficially
    
    
    of Class
    
    
    Beneficially
    
    
    of ClassOfficers and 5% Beneficial Holders (1)
    
    Owned (2)
    
    
    (3)
    
    
    Owned(2)
    
    
    (4)
    
    
    Owned(2)
    
    
    (5)Jane H. Hsiao, Ph.D., Chairman of the Board (6)(15)
    
    
    8,265,000
    
    
    
    11.1
    %
    
    
    
    
    
    
    *
    
    
    
    1,164
    
    
    
    41.6
    %Marvin A. Sackner, M.D., CEO and Director (7)
    
    
    13,315,932
    
    
    
    19.0
    %
    
    
    36,856
    
    
    
    59.4
    %
    
    
    50
    
    
    
    1.8
    %Taffy Gould, Director (8)
    
    
    1,776,998
    
    
    
    2.6
    %
    
    
    
    
    
    
    *
    
    
    
    50
    
    
    
    1.8
    %Morton Robinson, M.D., Director (9)
    
    
    1,067,820
    
    
    
    1.5
    %
    
    
    1,073
    
    
    
    1.7
    %
    
    
    
    
    
    
    *Steven D. Rubin, Director
    
    
    35,000
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    *Subbarao V. Uppaluri, Ph.D., Director
    
    
    35,000
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    *All Directors and Executive Officers as a group (6
Persons) (10)
    
    
    25,043,250
    
    
    
    32.4
    %
    
    
    37,929
    
    
    
    61.1
    %
    
    
    1,314
    
    
    
    47.0
    %Phillip Frost, M.D. (11)
    
    
    17,848,125
    
    
    
    23.7
    %
    
    
    525
    
    
    
    *
    
    
    
    1,267
    
    
    
    45.3
    %Frost Gamma Investments Trust (12)
    
    
    17,847,500
    
    
    
    23.7
    %
    
    
    500
    
    
    
    *
    
    
    
    1,267
    
    
    
    45.3
    %Hsu Gamma Investments, L.P. (13)
    
    
    3,670,000
    
    
    
    5.1
    %
    
    
    
    
    
    
    *
    
    
    
    734
    
    
    
    26.3
    %
 
 *
    
    Less than 1%(1)
    
    The mailing address of each 5% beneficial holder listed is 4400 Biscayne Blvd., Miami, Florida 33137.(2)
    
    A person is deemed to be the beneficial owner of common stock and preferred stock that can be acquired by such person within 60 days from July
31, 2011 upon exercise of option and warrants, or through the conversion of convertible preferred stock.(3)
    
    Based on 68,922,423 shares of common stock issued and outstanding as of July 31, 2011. Each beneficial owners percentage ownership is
determined by assuming that options and warrants that are held by such person (but not those held by any other person) and that are exercisable
within 60 days from the date hereof have been exercised and that any convertible secured stock held by such person (but no other person) has been
converted into common stock..(4)
    
    Based on 62,048 shares of Series C Convertible Preferred Stock issued and outstanding as of July 31, 2011. Each share of Series C Convertible
Preferred Stock converts into 25 shares of common stock upon payment of a $4.20 per share of common stock conversion premium. Holders of Series
C Convertible Stock are entitled to one vote for each share of Series C Convertible Stock.(5)
    
    Based on 2,795 shares of Series D Convertible Preferred Stock issued and outstanding as of July 31, 2011. Each share of Series D Convertible
Preferred Stock converts into 5,000 shares of common stock. Holders of Series D Convertible Stock are entitled to one vote for each share of
Series D Convertible Stock.(6)
    
    Common stock holdings include 2,150,000 shares of common stock that may be acquired upon conversion of 430 shares of Series D Convertible
Preferred Stock held by the Chin Hsiung Hsiao Family Trust A, and 3,670,000 shares of common stock that may be acquired upon conversion of 734
shares of Series D Convertible Preferred Stock held by Hsu Gamma Investments, L.P. Dr. Hsiao is trustee of the Chin Hsiung Hsiao Family Trust A.(7)
    
    Common stock holdings include options to purchase 93,750 shares of common stock, 324,096 shares of common stock held by Dr. Sackners spouse,
895,774 shares of common stock which may be acquired upon conversion of 35,831 shares of Series C Convertible Preferred Stock, 250,000 shares of
common stock which may be acquired upon conversion of 50 shares of Series D Convertible Preferred Stock and 25,625 shares of common stock which
may be acquired by Dr. Sackners spouse upon conversion of 1,025 shares of Series C Convertible Preferred Stock. Preferred Stock holdings
include 1,025 shares of Series C Convertible Preferred Stock held by Dr. Sackners spouse.(8)
    
    Common stock holdings include options to purchase 235,000 shares of common stock and 250,000 shares of common stock which may be acquired upon
conversion of 50 shares of Series D Convertible Preferred Stock. Includes securities held by the Taffy Gould Revocable Trust of which Ms. Gould
is trustee and sole beneficiary and over which she has power to revoke. Does not include shares of common stock and options to purchase common
stock held by family members.(9)
    
    Includes options to purchase 47,500 shares of common stock, 186,159 shares held jointly with Dr. Robinsons spouse and 26,250 shares owned by Dr.
Robinsons spouse. Includes 26,829 shares of common stock which may be acquired upon conversion of 1,073 shares of Series C Convertible
Preferred Stock.(10)
    
    Common stock holdings include options to purchase 788,750 shares of common stock, 948,228 shares of common stock which may be acquired upon
conversion of 37,929 Series C Convertible Preferred Stock and 6,570,000 shares of common stock which may be acquired upon conversion of 1,314
shares of Series D Convertible Preferred Stock.(11)
    
    Common stock holdings include 625 shares of common stock that may be acquired upon conversion of 25 shares of Series C Convertible Preferred
Stock. Common stock and Preferred Stock holdings include beneficial ownership of shares held by Frost Gamma Investments Trust (see Note 14).(12)
    
    Common stock holdings include 13,125 shares of common stock that may be acquired upon conversion of 525 shares of Series C Convertible Preferred
Stock and 6,335,000 shares of common stock that may be acquired upon conversion of 1,267 shares of Series D Convertible Preferred Stock. Dr.
Phillip Frost is the trustee and Frost Gamma, Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr.
Frost is one of two limited partners of Frost Gamma, Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma
Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada
Corporation.(13)
    
    Common stock holdings include 3,670,000 shares of common stock that may be acquired upon conversion of 734 shares of Series D Convertible
Preferred Stock. Dr. Jane Hsiao is the general partner of Hsu Gamma Investments, L.P.  45




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##### Table of Contents



Equity Compensation Plan Information
  Number of securitiesNumber of securities
    
    
    Weighted-average
    
    
    remaining available forto be issued upon
    
    
    exercise price of
    
    
    future issuance underexercise of
    
    
    outstanding
    
    
    equity compensation plansoutstanding options,
    
    
    options, warrants
    
    
    (excluding securitieswarrants and rights
    
    
    and rights
    
    
    reflected in column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security
holders(1)
    
    
    848,750
    
    
    $
    0.47
    
    
    
    1,151,250Equity compensation
plans not approved by
security holders(2)
    
    
    992,500
    
    
    $
    0.71
    
    
    
    Total
    
    
    1,841,250
    
    
    $
    0.59
    
    
    
    1,151,250
 
 (1)
    
    Non-Invasive Monitoring Systems, Inc. 2000 Stock Option Plan.(2)
    
    The approximately one million outstanding options that were not granted under
shareholder approved plans consist of standalone grants made by the Board of Directors on five
separate occasions, which were not part of formal equity compensation plans. In each case,
the features of the grant are fully-encompassed in the grant documents. In all five grants,
the only features that differ materially from grants under the 2000 Plan are as follows: (a)
the options are transferable; and (b) Compensation Committee approval is not required for the
holder to elect a cashless exercise. The material terms of these grants are as follows: # OptionsExercise
    
    

    
    


    
    
    Outstanding as ofGrant Date
    
    Price
    
    
    Expiration Date
    
    
    July 31, 2011May 29, 2002
    
    $
    0.75
    
    
    May 29, 2012
    
    
    210,000March 1, 2003
    
    $
    0.50
    
    
    March 1, 2011
    
    
    100,000May 10, 2004
    
    $
    0.20
    
    
    May 10, 2014
    
    
    160,000October 17, 2007
    
    $
    0.88
    
    
    October 17, 2012
    
    
    522,500
  
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence.
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    46




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Director Independence
   47




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##### Table of Contents



Item 14.
    
    Principal Accountant Fees and Services.
 Principal Accountant
  Fees and Services
  2011
    
    
    2010Audit Fees
    
    $
    81,000
    
    
    $
    81,000Audit-Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total Fees
    
    $
    81,000
    
    
    $
    81,000
 Pre-Approval Policies and Procedures
   48




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##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits, Financial Statement Schedules
      49




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##### Table of Contents



SIGNATURES
  NON-INVASIVE MONITORING SYSTEMS, INC.Date: October 31, 2011
    By:
    /s/ Marvin A. Sackner, M.D.Marvin A. Sackner, M.D.Chief Executive Officer and President  Signature
    
    Title
    
    Date/s/ Marvin A. Sackner, M.D.

Marvin A. Sackner, M.D.
    
    Chief Executive Officer and
President (Principal Executive
Officer)
    
    October 31, 2011/s/ Jane H. Hsiao, Ph.D.

Jane H. Hsiao, Ph.D.
    
    Chairman of the Board of Directors
    
    October 31, 2011/s/ Taffy Gould

Taffy Gould
    
    Director
    
    October 31, 2011/s/ Morton J. Robinson, M.D.

Morton J. Robinson, M.D.
    
    Director
    
    October 31, 2011/s/ Steven D. Rubin

Steven D. Rubin
    
    Director
    
    October 31, 2011/s/ Subbarao V. Uppaluri

Subbarao Uppaluri
    
    Director
    
    October 31, 2011/s/ James J. Martin

James J. Martin
    
    Chief Financial Officer
(Principal Financial Officer)
    
    October 31, 2011
  50




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##### Table of Contents



INDEX TO EXHIBITS
  ExhibitNo.
    
    Description of Exhibits3.1
    
    
    Articles of Incorporation, as amended (Incorporated by Reference from Exhibit 3.1 to Form 8-K filed
on April 8, 2008)3.2
    
    
    Articles of Amendment to Articles of Incorporation (Incorporated by Reference from Exhibit 3.1 to
Form 8-K filed on December 3, 2008)3.3
    
    
    Articles of Amendment to Articles of Incorporation (Incorporated by Reference from Exhibit 3.3 to
Form 10-Q filed on March 17, 2010)3.4
    
    
    By-Laws, as amended (Incorporated by reference from Exhibit 3.1 to the Companys Quarterly Report
on Form 10-Q filed on December 15, 2009)10.1
    
    
    License Agreement dated as of May 22, 1996 between the Company and SensorMedics Corporation
(Incorporated by reference from Exhibit 10.1 to Form 10-KSB/A filed on April 22, 2008)10.2
    
    
    Letter of Agreement dated April 21, 1999 between the Company and SensorMedics Corporation
(Incorporated by reference from Exhibit 10.2 to Form 10-KSB/A filed on April 22, 2008)10.3
    
    
    Agreement Regarding Assignment of Patents and Intellectual Property dated August 14, 2000 between
the Company and LifeShirt.com, Inc. (Incorporated by reference from Exhibit 10.3 to Form 10-KSB/A
filed on April 22, 2008)10.4
    
    
    Amendment to Agreement Regarding Assignment of Patents and Intellectual Property dated December 23,
2000 between the Company and LifeShirt.com, Inc. (Incorporated by reference from Exhibit 10.4 to
Form 10-KSB/A filed on April 22, 2008)10.5
    
    
    Form of Preferred Stock Purchase Agreements dated as of December 1 and 2, 2008 between the Company
and the Investors named therein (Incorporated by reference from Exhibit 10.1 to Form 8-K filed on
December 3, 2008)10.6
    
    
    Preferred Stock Purchase Agreement dated as of January 29, 2009 between the Company and the
Investors named therein (Incorporated by reference from Exhibit 10.1 to Form 8-K filed on April 8,
2008)10.7
    
    
    Product Development and Supply Agreement executed September 4, 2007 between Sing Lin Technologies
Ltd and the Company (Incorporated by reference from Exhibit 10.1 to Form 10-QSB/A filed on April
22, 2008) (Confidentiality Treatment has been granted for portions of this Exhibit)10.8
    
    
    Note and Security Agreement dated as of August 28, 2008 between the Company and various lenders
(incorporated by reference from Exhibit 10.1 to Form 8-K filed on September 12, 2008)10.12
    
    
    2000 Stock Option Plan (Incorporated by reference from the Companys Information Statement on
Schedule 14C filed on April 5, 2001)(SEC Accession No.0000950170-01-000484)10.13
    
    
    Lease Agreement dated January 1, 2008 between the Registrant and Frost Real Estate Holdings, LLC
(incorporated by reference from Exhibit 10.17 to Form 10-K filed on October 29, 2009).10.14
    
    
    Lease Agreement dated February 1, 2009 between the Registrant and Hialeah Warehouse Holdings, LLC
(incorporated by reference from Exhibit 10.18 to Form 10-K filed on October 29, 2009).10.15
    
    
    First Amendment to Letter of Agreement, dated as of April 21, 2009 between the Registrant and
Cardinal Health 211, Inc. (as successor in interest to SensorMedics Corporation)(incorporated by
reference from Exhibit 10.1 to Form 8-K filed on June 9, 2009).10.16
    
    
    Note and Security Agreement dated as of March 31, 2010 between the Company and Frost Gamma
Investments Trust and Hsu Gamma Investments, L.P. (incorporated by reference from Exhibit 10.1 to
Form 8-K filed on April 6, 2010).10.17
    
    
    First Amendment Dated March 14, 2011 Note and Security Agreement dated as of March 31, 2010 between
the Company and Frost Gamma Investments Trust and Hsu Gamma Investments, L.P. (incorporated by
reference from Exhibit 10.1 to Form 8-K filed on March l 8, 2011).10.18
    
    
    Second Amendment Dated July 29, 2011 Note and Security Agreement dated as of March 31, 2010 between
the Company and Frost Gamma Investments Trust and Hsu Gamma Investments, L.P. (incorporated by
reference from Exhibit 10.1 to Form 8-K filed on August 04, 2011).




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##### Table of Contents



ExhibitNo.
    
    Description of Exhibits10.19
    
    
    Promissory Note Dated September 12, 2011 between the Company and Frost Gamma Investments Trust
(incorporated by reference from Exhibit 10.1 to Form 8-K filed on September 16, 2011).10.20
    
    
    Promissory Note Dated September 12, 2011 between the Company and Marie Wolf (incorporated by
reference from Exhibit 10.2 to Form 8-K filed on September 16, 2011).14.1
    
    
    Code of Ethics (incorporated by reference from Exhibit 14.1 to Form 10-K filed on October 29, 2009).21.1
    *
    
    Subsidiaries of the Company31.1
    *
    
    Certification of Periodic Report by Chief Executive Officer pursuant to Rule 13a-14 and 15d-14 of
the Securities Exchange Act of 1934.31.2
    *
    
    Certification of Periodic Report by Chief Financial Officer pursuant to Rule 13a-14 and 15d-14 of
the Securities Exchange Act of 1934.32.1
    *
    
    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 200232.2
    *
    
    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
 
 *
    
    Filed herewith