UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549FORM 10-K/A

[X]
     ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2008.


[ ]
     TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from  toCommission File Number: 000-27507


AUXILIO, INC.(Exact name of registrant as specified in its charter)

Nevada
     88-0350448(State or other jurisdiction of
     (I.R.S. Employerincorporation or organization)
     Identification No.)


27401 Los Altos, Suite 100, Mission Viejo, California 92691(Address of principal executive offices) (Zip Code)(949) 614-0700(Registrants telephone number, including area code) 
Securities registered under Section 12(b) of the Act: None 
Securities registered under Section 12(g) of the Act:

Common Stock, $.001 par value(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

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. [ ]

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

Large accelerated filer  ̈
     Accelerated filer  ̈Non-accelerated filer  ̈
     Smaller reporting companyx

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

At June 30, 2008 the aggregate market value of registrants voting securities (consisting of common stock) held by nonaffiliates of the registrant, based on the average bid price on such date of the Common Stock of $1.78 per share, was approximately $26 million. The Common Stock constitutes registrants only outstanding class of security.

As of March 26, 2009, registrant had 17,623,734 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Document Description
     
     10-K PartPortions of the Registrants notice of annual meeting of stockholders and proxy statement to be filed pursuant to Regulation 14A within 120 days after Registrants fiscal year ended December 31, 2008 are incorporated by reference into Part III of this report.
     
     III (Items 10, 11, 12, 13, 14)


Explanatory Note

We are filing this Amendment to our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed with the U.S. Securities and Exchange Commission (SEC) on June 25, 2009 in response to a request by the SEC to make certain changes to the disclosure in Item 9A(T) Controls and Procedures and Exhibits 31.1 and 31.2.

Other than the change referred to above, all other information included in the above described Form 10-K remains unchanged. This amendment does not reflect events occurring after the filing of such Form 10-K and does not modify or update the disclosures therein in any way other than as required to reflect the amendment as described above and set forth below.

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PagePART IItem 1.
     Business
     
     4Item 1A.
     Risk Factors
     
     7Item 1B.
     Unresolved Staff Comments
     
     12Item 2.
     Properties
     
     12Item 3.
     Legal Proceedings
     
     12Item 4.
     Submission of Matters to a Vote of Security Holders
     
     12PART IIItem 5.
     Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
     
     12Item 6.
     Selected Financial Data
     
     13Item 7
     Managements Discussion and Analysis of Financial Condition and Results of Operations
     
     13Item 7A.
     Quantitative and Qualitative Disclosures About Market Risk
     
     17Item 8.
     Financial Statements and Supplementary Data
     
     F - F-22Item 9.
     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
     
     17Item 9A(T).
     Controls and Procedures
     
     17Item 9B.
     Other Information
     
     18PART IIIItem 10.
     Directors, Executive Officers, and Corporate Governance
     
     19Item 11.
     Executive Compensation
     
     19Item 12.
     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
     
     19Item 13.
     Certain Relationships and Related Transactions, and Director Independence
     
     19Item 14.
     Principal Accountant Fees and Service
     
     19Item 15.
     Exhibits and Financial Statement Schedules
     
     19




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PART I

Statements contained in this Report that are not historical facts or that discuss our expectations or beliefs regarding our future operations or future financial performance, or financial or other trends in our business, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the 1933 Act) and Section 21E of the Securities Exchange Act of 1934, as amended (the 1934 Act). Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Often, they include the words believe, expect, anticipate, intend, plan, estimate, project, or words of similar meaning, or future or conditional verbs such as will, would, should, could, or may. The achievement or realization of the expectations or beliefs set forth in forward-looking statements are subject to a number of risks and uncertainties that could cause our financial condition or operating results in the future to differ significantly from those expected at the current time. Those risks and uncertainties are described in this Item 1 Business, in Item 1A Risk Factors, as well as those discussed in any documents incorporated by reference herein or therein. Due to these uncertainties and risks, readers are cautioned not to place undue reliance on forward-looking statements contained in the Report, which speak only as of the date of this Annual Report. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 1. BusinessIntroduction

Auxilio, Inc. (the Company or Auxilio) was originally incorporated under the laws of the State of Nevada on August 29, 1995, under the name Corporate Development Centers, Inc. As a result of a series of transactions, which are more fully described in the section entitled Background below, the Company, in April 2004, changed its name to Auxilio, Inc. The Company is currently headquartered in Orange County, California, with its principal executive offices located at 27401 Los Altos, Suite 100, Mission Viejo, 92691. The Company is engaged in the business of providing fully outsourced document image management services to the healthcare industry. For more information on the Company and its products and services see the section entitled Principal Products or Services below or visit our website at www.auxilioinc.com.

Where appropriate, references to Auxilio, the Company, we or our include Auxilio, Inc. and/or our wholly owned subsidiaries, Auxilio Solutions, Inc. and e-Perception Technologies, Inc.

Background

Auxilio, Inc. was incorporated in the State of Nevada on August 29, 1995. From its incorporation in August 1995 until January 2002, the Company had no significant operations. In January of 2002, the Companys predecessor, e-Perception Technologies, Inc. (e-Perception), a Human Resources software concern, completed a tender offer with Corporate Development Centers, Inc. (CDC). CDCs common stock traded on the OTC Bulletin Board. In connection with the tender offer, the stockholders of e-Perception received one (1) share of CDC for every four (4) shares of e-Perception common stock they owned prior to the tender offer. As a result, e-Perception became a wholly owned subsidiary of CDC. CDC subsequently changed its name to e-Perception, Inc. Approximately eighteen months later e-Perception changed its name to PeopleView, Inc. (PeopleView) and traded under the symbol PPVW.

For the fiscal year ended December 31, 2003, and including the period from January 1, to March 31, 2004, PeopleView developed, marketed and supported web based assessment and reporting tools and provided consulting services that enabled companies to manage their Human Capital Management (HCM) needs in real-time.

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In March 2004, PeopleView entered into an asset purchase and sale agreement with Workstream, Inc. (Workstream) whereby the Company sold to Workstream substantially all of its assets, including its software products and related intellectual property, its accounts receivable, certain computer equipment, customer lists, and the PeopleView name, among other things. Pursuant to an addendum to the original agreement, the final consideration the Company received was cash equal to $250,000, 246,900 shares of Workstream common stock, and a warrant to purchase an additional 50,000 shares at an exercise price of $3.00 per share. The business operations of PeopleView were discontinued in March 2004.

On April 1, 2004, PeopleView completed the acquisition of Alan Mayo and Associates, Inc. dba The Mayo Group (and referred to herein as TMG). TMG offered outsourced image management services to healthcare facilities throughout California, and this acquisition forms the basis for Auxilios current operations. Subsequent to the acquisition of TMG, PeopleView changed its name to Auxilio, Inc. and changed TMGs subsidiary name to Auxilio Solutions, Inc. Our stock now trades on the Over-the Counter Bulletin Board under the symbol AUXO.OB.

Principal Products or Services

Auxilio is a services and technology firm that provides fully outsourced document image management (Image Management) services to the healthcare industry. Auxilio provides full-time on-site management teams to perform a customized Image Management program that includes the following services:

- Vendor monitoring, management and contract negotiation
- Change management and end-user training programs
- Utilization management
- Financial reporting
- Workflow efficiency management
- Information systems integration, connectivity and image migration strategies
- Strategy execution working with the customer to execute a long-term Image Management strategy

Auxilios products and services also include the sales, integration and services of automated office equipment including digital and color copiers, printers, facsimile machines, scanners and multi-function equipment.

Competition

We operate in a highly competitive market. The majority of the competition in the healthcare industry market for Image Management services comes primarily from the large photocopy/multi-functional digital device manufacturers such as Xerox, Canon, Konica Minolta, Ricoh and Sharp. In addition to the manufacturers, the competitive landscape contains a number of regional and local equipment dealers and distributors that exist in the communities which the hospitals serve. Our analysis of the competitive landscape shows a very strong opportunity for fully outsourced Image Management services to the healthcare industry.

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While this competition does present a significant competitive threat, Auxilio believes that it has a strong competitive position in the marketplace due to a number of important reasons:

- Auxilio is unique in its 100% focus on healthcare. No other vendor/service provider has its entire business dedicated to solving issues inside of healthcare with the expertise and knowledge base unmatched in the market.
- Auxilio is unique in its approach to providing fully outsourced Image Management programs. Auxilios program is completely outsourced and hospitals need only pay a single invoice. Auxilio operates the Image Management process as a department in the hospital with full-time staff on-site. The vendors and dealers in the vast majority of instances have multiple small and large customers in a geographic area to whom they are providing services and this causes major delays in service and supplies to the hospitals.In addition, by focusing solely on the hospital campus, Auxilio enjoys much lower turn- around times for service, greater up sell opportunities and a much deeper service relationship with the customer.
- Auxilio is not restricted to any single equipment vendor. Auxilio is committed to bringing the best hardware and software solutions to our customers. Our approach is to use the best technology to solve the solution in the best manner possible without any prejudice as to equipment.
- Auxilio maintains a daily connection with the hospital providing a detailed strategy and plan on equipment acquisition saving the hospitals a great deal of time, effort and money in this cumbersome and confusing process.

Customers

Most of the Companys customers are hospitals and Integrated Health Delivery Networks (IDN). The loss of any key customer could have a material adverse effect upon the Companys financial condition, business, prospects and results of operation. The Company's two largest customers represent approximately 54% of the Company's revenues for the year ended December 31, 2008.

Intellectual Property

The Company maintains a database that the contains information on its current, and prospective, customerss image and document outputs for certain periods of time, image and document outputs for each piece of machinery maintained at the customer and trends for each of the foregoing. This database is unique to the Company and, we believe, provides it with a significant competitive advantage over our competitors as it allows to timely meet our customers requirements and anticipate their future needs.

The Company has not applied for or been granted any patents with respect to its technology,or processes, as related to document and image management, in addition to document and image processing. We do have rights to several trademarks in respect to process documents and related marketing documents. The most valuable of these is the Image Management Maturity Model (IM3) which is a unique approach to document management that details processes and enables Auxilio to offer a service that is duplicable in distributed regions.

Government Regulation

We are subject to federal, state and local regulations concerning the environment and occupational safety and health standards. We have not experienced significant difficulty in complying with such regulations and compliance has not had a material effect on our business or our financial results.

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Research and Development

As a result of our acquisition of TMG on April 1, 2004, and our subsequent decision to concentrate our focus on document and image management services, as well as document and image processing, it is no longer required that we make material expenditures on research and development. Prior to our acquisition of TMG, our business was a research and development organization.

Employees

As of December 31, 2008, we had eighty full-time employees. Of these employees, sixty-eight were engaged in providing services, five were engaged in sales and marketing, and seven were engaged in general and administrative. None of our employees are represented by a labor union or a collective bargaining agreement. We have not experienced any work stoppages and consider our relations with our employees to be good.

Item 1A. Risk Factors

Factors That May Affect Our Future Results

This Report, including the discussion and analysis of our financial condition and results of operations set forth above, contains certain forward-looking statements. Forward-looking statements set forth estimates of, or our expectations or beliefs regarding, our future financial performance. Those estimates, expectations and beliefs are based on current information and are subject to a number of risks and uncertainties that could cause our actual operating results and financial performance in the future to differ, possibly significantly, from those set forth in the forward-looking statements contained in this Report and, for that reason, you should not place undue reliance on those forward-looking statements. Those risks and uncertainties include, although they are not limited to, the following:

WE HAVE A LIMITED OPERATING HISTORY WITH RESPECT TO OUR CORE BUSINESS STRATEGY.

Our business was incorporated in March 2000. During March and April of 2004, we entered into two transactions which changed the Companys business operations and revenue model. In March 2004, the Company sold its survey and assessment software to Workstream, Inc. In April 2004, the Company completed an acquisition of The Mayo Group and as a result of such acquisition, entered the Image Management industry. The future revenue opportunity is focused on providing outsourced financial and business processes for image management in healthcare. We have limited operating history in this industry on which to base an evaluation of our business and prospects, and any investment decision must be considered in light of the risks and uncertainties encountered by companies in the early stages of development. Such risks and uncertainties are frequently more severe for those companies operating in new and rapidly evolving markets.

Some of the factors upon which our success will depend include (but are not limited to) the following:

- the markets acceptance of our products and services;
- the emergence of competitors in our target market, and the quality and development of their products and services

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In order to address these risks, we must (among other things) be able to:

- successfully complete the development of our products and services;
- modify our products and services as necessary to meet the demands of our market;
- attract and retain highly skilled employees; and
- respond to competitive influences.

On an ongoing basis, we cannot be certain that we will be able to successfully address any of these risks.

WE FACE SUBSTANTIAL COMPETITION FROM BETTER ESTABLISHED COMPANIES THAT MAY HAVE SIGNIFICANTLY GREATER RESOURCES WHICH COULD LEAD TO REDUCED SALES OF OUR PRODUCTS.

The market for our products and services is competitive and is likely to become even more competitive in the future. Increased competition could result in pricing pressures, reduced sales, reduced margins or the failure of our products and services to achieve or maintain market acceptance, any of which would have a material adverse effect on our business, results of operations and financial condition. Many of our current and potential competitors enjoy substantial competitive advantages, such as:

- greater name recognition and larger marketing budgets and resources;
- established marketing relationships and access to larger customer bases;
- substantially greater financial, technical and other resources; and
- larger technical and support staffs.

As a result, our competitors may be able to respond more quickly than we can to new or changing opportunities, technologies, standards or customer requirements. For all of the foregoing reasons, we may not be able to compete successfully against our current and future competitors.

THE COMPANY HAS A HISTORY OF LOSSES AND MAY NEED ADDITIONAL FINANCING TO CONTINUE ITS OPERATIONS, AND SUCH FINANCING MAY NOT BE AVAILABLE UPON FAVORABLE TERMS, IF AT ALL.

Though the Company experienced net operating income of $572,862 for the fiscal year ended December 31, 2008 and net operating income of $699,608 for the fiscal year ended December 31, 2007, we experienced a net operating loss of $3,402,618 for the fiscal year ended December 31, 2006, and a net operating loss of $3,527,450 for the fiscal year ended December 31, 2005. In addition, the Company must repay a total of $1,332,000 due to Laurus Master Fund by April 2009. There can be no assurances that the Company will be able to operate profitably in the future including generating sufficient cash to repay its existing debt obligations. In the event that the Company is not successful in implementing its business plan, the Company will require additional financing in order to succeed. There can be no assurance that additional financing will be available now or in the future on terms that are acceptable to the Company. If adequate funds are not available or are not available on acceptable terms, the Company may be unable to develop or enhance its products and services, take advantage of future opportunities or respond to competitive pressures, all of which could have a material adverse effect on the Company's business, financial condition or operating results.

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WE ARE DEPENDENT UPON OUR VENDORS TO CONTINUE TO SUPPLY US EQUIPMENT, PARTS, SUPPLIES, AND SERVICES AT COMPARABLE TERMS AND PRICE LEVELS AS THE BUSINESS GROWS.
     Our access to equipment, parts, supplies, and services depends upon our relationships with, and our ability to purchase these items on competitive terms from our principal vendors. We do not enter into long-term supply contracts with these vendors and we have no current plans to do so in the future. These vendors are not required to use us to distribute their equipment and are free to change the prices and other terms at which they sell to us. In addition, we compete with the selling efforts of some of these vendors. Significant deterioration in relationships with, or in the financial condition of, these significant vendors could have an adverse impact on our ability to sell and lease equipment as well as our ability to provide effective service and technical support. If one of these vendors terminates or significantly curtails its relationship with us, or if one of these vendors ceases operations, we would be forced to expand our relationships with our existing vendors or seek out new relationships with previously-unused vendors.

WE ARE DEPENDENT UPON OUR LARGEST CUSTOMERS.

The loss of any key customer could have a material adverse effect upon the Companys financial condition, business, prospects and results of operation. The Company's two largest customers represent approximately 54% of the Company's revenues for the year ended December 31, 2008. Although the Company anticipates that these customers will represent less than 29% of revenue for 2009 and 2010, the loss of these customers may contribute to our inability to operate as a going concern and may require us to obtain additional equity funding or debt financing (beyond the amounts described above) to continue our operations. We cannot be certain that we will be able to obtain such additional financing on commercially reasonable terms, or at all.

FURTHER TIGHTENING OF CREDIT MARKETS COULD ADVERSELY AFFECT THE COMPANY BY LIMITING OUR CUSTOMERS ABILITY TO BORROW OR OTHERWISE OBTAIN EQUIPMENT FINANCING.

The Companys growth plans are dependent on, among other things, the ability of its customers to obtain equipment financing to pay the company for equipment provided. The tightening of credit markets could make it more difficult for the Companys customers to borrow or otherwise obtain the financing required to pay the company for such equipment.

WE ARE DEPENDENT ON OUR MANAGEMENT TEAM AND THE UNEXPECTED LOSS OF ANY KEY MEMBER OF THIS TEAM MAY PREVENT US FROM IMPLEMENTING OUR BUSINESS PLAN IN A TIMELY MANNER OR AT ALL.

Our future success depends on the continued services and performance of our management team and our key employees and their ability to work together effectively. If our management team fails to work together effectively, our business could be harmed. Although we believe we will be able to retain these key employees, and continue hiring qualified personnel, our inability to do so could materially adversely affect our ability to market, sell, and enhance our services. The loss of key employees or our inability to hire and retain other qualified employees could have a material adverse effect on our business, prospects, financial condition and results of operations.

THE MARKET MAY NOT ACCEPT OUR PRODUCTS AND SERVICES AND OUR PRODUCTS AND SERVICES MAY NOT ADDRESS THE MARKETS REQUIREMENTS.

Our products and services are targeted to the healthcare market, a market in which there are many competing service providers. Accordingly, the demand for our products and services is very uncertain. The market may not accept our products and services. Even if our products and services achieve market acceptance, our products and services may fail to address the market's requirements adequately.

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IF WE FAIL TO PROVIDE SERVICES, OUR REVENUES AND PROFITABILITY WOULD BE HARMED.

Our services are integral to the successful deployment of our solutions. If we do not effectively service and support our customers, our revenues and operating results would be harmed.

IF WE NEED ADDITIONAL FINANCING TO MAINTAIN AND EXPAND OUR BUSINESS, FINANCING MAY NOT BE AVAILABLE ON FAVORABLE TERMS, IF AT ALL.

We may need additional funds to expand or meet all of our operating needs. If we need additional financing, we cannot be certain that it will be available on favorable terms, if at all. Further, if we issue equity securities, stockholders will experience additional dilution and the equity securities may have seniority over our common stock. If we need funds and cannot raise them on acceptable terms, we may not be able to:

- Develop or enhance our service offerings;
- Take advantage of future opportunities; or
- Respond to customers and competition.

WE MUST MANAGE GROWTH TO ACHIEVE PROFITABILITY.

To be successful, we will need to implement additional management information systems, develop further our operating, administrative, financial and accounting systems and controls and maintain close coordination among our executive, finance, marketing, sales and operations organizations. Any failure to manage growth effectively could materially harm our business.

SHAREHOLDERS WILL EXPERIENCE DILUTION AS A RESULT OF THE COMPANYS STOCK OPTION PLANS.

The Company has granted stock options to its employees and anticipates granting additional stock options to its employees in order to remain competitive with the market demand for such qualified employees. As a result, investors could experience dilution.

IT MAY BE DIFFICULT FOR A THIRD PARTY TO ACQUIRE US EVEN IF DOING SO WOULD BE BENEFICIAL TO OUR SHAREHOLDERS.

Some provisions of our Articles of Incorporation, as amended, and Bylaws, as well as some provisions of Nevada or California law, may discourage, delay or prevent third parties from acquiring us, even if doing so would be beneficial to our shareholders.

WE DO NOT INTEND TO PAY DIVIDENDS.

We have never declared or paid any cash dividends on our common stock. We currently intend to retain any future earnings to fund growth and, therefore, do not expect to pay any dividends in the foreseeable future.

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FUTURE SALES OF RESTRICTED SHARES COULD ADVERSELY AFFECT THE PRICE OF OUR COMMON STOCK AND LIMIT OUR ABILITY TO COMPLETE ADDITIONAL FINANCING.

Although our shares are currently trading on the OTC Bulletin Board, the volume of trading of our common stock and the number of shares in the public float are small. Sales of a substantial number of shares of our common stock into the public market in the future could materially adversely affect the prevailing market price for our common stock. In connection with our acquisition of TMG, we issued approximately 4,000,000 shares of common stock, all of which became eligible for resale pursuant to Rule 144 of the Securities Act in 2005. Such a large "over-hang" of stock eligible for sale in the public market may have the effect of depressing the price of our common stock, and make it difficult or impossible for us to obtain additional debt or equity financing.

OUR STOCK PRICE HAS FLUCTUATED AND COULD CONTINUE TO FLUCTUATE SIGNIFICANTLY.

The market price for our common stock has been, and is likely to continue to be, volatile. The following factors may cause significant fluctuations in the market price of our ordinary shares:

- Fluctuations in our quarterly revenues and earnings or those of our competitors;
- Shortfalls in our operating results compared to levels expected by the investment community;
- Announcements concerning us or our competitors;
- Announcements of technological innovations;
- Sale of shares or short-selling efforts by traders or other investors;
- Market conditions in the industry; and
- The conditions of the securities markets.

The factors discussed above may depress or cause volatility of our share price, regardless of our actual operating results.

OUR COMMON STOCK IS LISTED ON THE OTC BULLETIN BOARD, AND AS SUCH, IT MAY BE DIFFICULT TO RESELL YOUR SHARES OF STOCK AT OR ABOVE THE PRICE YOU PAID FOR THEM OR AT ALL.

Our common stock is currently trading on the OTC Bulletin Board. As such, the average daily trading volume of our common stock may not be significant, and it may be more difficult for you to sell your shares in the future at or above the price you paid for them, if at all. In addition, our securities may become subject to "penny stock" restrictions, including Rule 15g-9 under the Securities Exchange Act of 1934, as amended, which imposes additional sales practice requirements on broker-dealers, such as requirements pertaining to the suitability of the investment for the purchaser and the delivery of specific disclosure materials and monthly statements. The Securities and Exchange Commission has adopted regulations that generally define a "penny stock" to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. The exceptions include exchange-listed equity securities and any equity security issued by an issuer that has:

- net tangible assets of at least $2,000,000, if the issuer has been in continuous operation for at least three years, or net tangible assets of at least $5,000,000, if the issuer has been in continuous operation for less than three years; or
- average annual revenue of at least $6,000,000 for the last three years.

While we are presently not subject to "penny stock" restrictions, there is no guarantee that we will be able to meet any of the exceptions to our securities from being deemed as "penny stock" in the future. If our securities were to become subject to "penny stock" restrictions, broker-dealers may be less willing or able to sell and/or make a market in our common stock. In addition, the liquidity of our securities may be impaired, not only in the number of securities that can be bought and sold, but also through delays in the timing of the transactions, reduction in securities analysts' and the news media's coverage of us, adverse effects on the ability of broker-dealers to sell our securities, and lower prices for our securities than might otherwise be obtained.

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Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We currently lease approximately 6,672 square feet of office space in one building located in Mission Viejo, California. The lease terminates on December 31, 2009.

We expect that the current leased premises will be satisfactory until the future growth of its business operations necessitates an increase in office space. There is an ample supply of office space in the Orange County, California area and we do not anticipate any problem renewing the lease for our current space as well as securing additional space if, and when, necessary.

Item 3. Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising from our ordinary course of business. We are aware of no claims or actions pending or threatened against us, the ultimate disposition of which would have a material adverse effect on our business or our financial results.

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

No matters were submitted to a vote of our security holders during the fourth quarter of its fiscal year ended December 31, 2008.

PART II

Our common stock currently trades on the Over-the-Counter Bulletin Board (OTC), under the trading symbol of AUXO.OB. Because we are listed on the OTC, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on another exchange.

The following table sets forth for each quarter during fiscal years 2008 and 2007 the high and low bid quotations for shares of Auxilio Common Stock as reported on the OTC.

Quarter
     
     Low
     
     HighJanuary 1, 2007March 31, 2007
     $
     0.42
     $
     1.04April 1, 2007June 30, 2007
     $
     0.71
     $
     0.90July 1, 2007September 30, 2007
     $
     0.62
     $
     1.15October 1, 2007December 31, 2007
     $
     1.06
     $
     1.95January 1, 2008March 31, 2008
     $
     1.21
     $
     1.86April 1, 2008June 30, 2008
     $
     1.60
     $
     2.05July 1, 2008September 30, 2008
     $
     1.50
     $
     2.34October 1, 2008December 31, 2008
     $
     0.60
     $
     1.76




On March 26, 2009, we had approximately 297 stockholders of record.

We have not paid any dividends on our Common Stock and do not expect to do so in the foreseeable future. We intend to apply our earnings, if any, to expanding our operations and related activities. The payment of cash dividends in the future will be at the discretion of the Board of Directors and will depend upon such factors as earnings levels, capital requirements, our financial condition and other factors deemed relevant by the Board of Directors. In addition, our ability to pay dividends is limited under current loan agreements, which restrict or prohibit the payment of dividends.

Equity Compensation Plan Information

The following table provides certain information as of December 31, 2008 with respect to Auxilios equity compensation plans under which equity securities of Auxilio are authorized for issuance.

Number ofNumber of Securities to
     
     Weighted Average
     Securitiesbe Issued Upon
     
     Exercise Price of
     RemainingExercise of Outstanding
     
     Outstanding
     Available forOptions, Warrants
     
     Options, Warrants
     Future IssuancesPlan
     
     and Rights
     
     and Rights
     Under PlansEquity compensation plans approved by security holders (1):
     
     4,385,186
     $
     1.15
     66,064Equity compensation plans not approved by security holders (2):
     
     2,170,204
     $
     1.37
     -Total
     
     6,555,390
     
     
     66,064




(1) These plans consist of the 2000 Stock Option Plan, 2001 Stock Option Plan, the 2003 Stock Option Plan, the 2004 Stock Option Plan and the 2007 Stock Option Plan.

(2) From time to time and at the discretion of the Board of Directors the Company may issue warrants to key individuals or officers of the Company as performance based compensation.

Unregistered Sales of Equity Securities

On October 26, 2006, we entered into a Loan and Security Agreement (the Loan) with Cambria Investment Fund, L.P. (Cambria). Michael D. Vanderhoof, a director of Auxilio, is a principal in Cambria. Under the agreement, we can borrow up to $1,500,000. In consideration for entering into the Loan, Cambria received warrants to purchase up to 750,000 shares of Auxilio common stock exercisable at $.46, the market price upon execution, with 300,000 shares vesting upon the execution of the warrant agreement and 30,000 shares vesting for every multiple of $100,000 borrowed under the Loan with the Company. The warrants issued to Cambria in connection with this transaction are exempt from registration

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under Section 5 of the Securities Act of 1933, as amended (Securities Act), pursuant to Section 4(2) of the Securities Act and Rule 506 promulgated under Regulation D. Through December 2006, we had borrowed $745,000 on the Loan. The Loan Agreement contains a provision whereby the conversion price to convert the Note to equity was set at $.46. This borrowing earned Cambria the right to receive warrants to purchase 210,000 shares. The fair value of the warrant for the 300,000 shares issued upon execution was $92,558. Such amount was recorded as a loan acquisition cost and was to be amortized to interest expense over the life of the note. The fair value of the warrant for the 210,000 shares issued in connection with the borrowing was $71,086. In accordance with APB 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants, we have allocated a value of $71,086 to the warrants based on their relative fair value. Such amount was recorded as a discount against the carrying value of the note and will be amortized to interest expense over the life of the note. The fair value of the warrants was determined using the Black-Scholes option-pricing model. (See Note 5 of the Notes to the Consolidated Financial Statements for the fair value assumptions used.)

Effective July 1, 2007, the Company restructured the Loan Agreement with Cambria Investment Fund L.P. extending the maturity date of the $745,000 outstanding balance to May 1, 2008 and extending the maturity date of the remaining unborrowed amount of $755,000 to December 31, 2008. In return, the Company agreed to immediately vest the remaining 240,000 unvested warrants under the original agreement and provide one additional warrant share for every two dollars of new borrowings against the unborrowed amount of $755,000. The exercise price of the additional warrants of $0.72 represents a 10% discount to the closing price of the Companys common stock on the effective date of the restructuring. On July 1, 2008, $372,500 of the principal balance of the loan and $14,900 of the interest due was converted to common stock with the remaining outstanding principal balance of $372,500, along with $7,450 of interest due, paid to Cambria in cash. On December 31, 2008 the Loan expired thus ending the availability of the remaining unborrowed amount of $755,000.

The fair value of the warrant for the 240,000 shares issued in connection with the restructuring was $128,124 (see Note 5 of the Notes to the Consolidated Financial Statements for the accounting related to this debt modification). The fair value of the warrant was determined using the Black-Scholes option-pricing model. (See Note 5 of the Notes to the Consolidated Financial Statements for the fair value assumptions used.)

Item 6. Selected Financial Data

Not applicable.

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

Introduction

The following discussion presents information about our consolidated results of operations, financial condition, liquidity and capital resources and should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Report.

Forward Looking Statements. This discussion contains statements regarding operating trends and our beliefs and expectations regarding our future financial performance and future financial condition (which are referred to as forward looking statements). The consequences of those operating trends on our business and the realization of our expected future financial results, which are discussed in those statements, are subject to the uncertainties and risks described below in Part 1, Item 1A under the caption Risk Factors. Due to those uncertainties and risks, the duration and effects of those operating trends on our business and our future financial performance may differ, possibly significantly, from those that are currently expected as set forth in the forward looking statements. As a result, you should not place undue reliance on those forward looking statements.

13

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Overview

Auxilio, Inc. and its wholly owned subsidiary, Auxilio Solutions, Inc., (Auxilio) provide integration strategies and outsourced services for document image management in healthcare facilities. The Company helps hospitals and health systems reduce expenses and create manageable, dependable document image management programs by managing their back-office processes. The process is initiated through a detailed proprietary Image Management Assessment (IMA). The IMA is a strategic, operational and financial analysis that is performed at the customers premises using a combination of proprietary processes and innovative web based technology for data collection and report generation. After the IMA and upon engagement, Auxilio capitates the cost of the entire document image management process for the customer and places a highly trained resident team on site to manage the entire process in accordance with our Image Management Maturity Model (IM3). Auxilio is focused solely on the healthcare industry.

Application of Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate these estimates, including those related to stock-based compensation, customer programs and incentives, bad debts, inventories, intangible assets, income taxes, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We consider the following accounting policies to be both those most important to the portrayal of our financial condition and those that require the most subjective judgment:

- Revenue recognition;
- Stock-based compensation;
- Accounting for income taxes; and
- Impairment of intangible assets.

Please also see disclosures in Note 1 of the financial statements for the Companys accounting policies and procedures.

Results of Operations

Year Ended December 31, 2008 Compared to the Year Ended December 31, 2007

Net Revenue

Revenues consist of equipment sales and ongoing service and supplies. Net revenue increased $1,423,066 to $21,016,012 for the year ended December 31, 2008, as compared to the same period in 2007. The increase in revenue is primarily attributed to increases in recurring services revenues generated from new customers and expansion of services at existing customers. Auxilio added a new customer in March 2007 and another in August 2008.

14

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Cost of Revenue

Cost of revenue consists of salaries and expenses of field services personnel, document imaging equipment, and parts and supplies. Cost of revenue was $15,907,494 for the year ended December 31, 2008, as compared to $15,149,055 for the same period in 2007. The increase of $758,439 is the result of the costs associated with maintaining the recurring services revenue for the two recently added customers along with the expansion of services provided at existing customers.

Sales and Marketing

Sales and marketing expenses include salaries, commissions and expenses of sales and marketing personnel, travel and entertainment, and other selling and marketing costs. Sales and marketing expenses were $1,476,223 for the year ended December 31, 2008, as compared to $1,215,685 for the same period in 2007. Sales and marketing expenses for 2008 are higher primarily a result of managements decision to add a sales executive in the third quarter of 2007.

General and Administrative

General and administrative expenses, which include personnel costs for finance, administration, information systems, and general management, as well as facilities expenses, professional fees, legal expenses, and other administrative costs, increased by $578,027 to $2,868,460 for the year ended December 31, 2008, as compared to $2,290,433 for the same period in 2007. The increase is primarily a result of professional fees incurred that culminated in a joint marketing agreement with Sodexo Inc.

Intangible Asset Amortization

Amortization expense was $190,973 for the year ended December 31, 2008 compared to $238,165 for the same period in 2007. The slight reduction is a result of the estimated declining contract value of backlogged business initially acquired in July 2004. As of December 31, 2008, all amortizable intangibles are fully amortized.

Other Income (Expense)

Interest expense for the year ended December 31, 2008 was $625,602, as compared to $1,026,592 for the same period in 2007. The decrease is due to the declining principal balance of the loan with Laurus Master Fund, as well as the payoff of the Cambria Investment Fund L.P. loan in July 2008.

Interest income is primarily derived from short-term interest-bearing securities and money market accounts. Interest income for the year ended December 31, 2008 was $6,244, as compared to $19,269 for the same period in 2007. The decrease is due to a decrease in the average balance of invested cash and short-term investments along with the decrease in average yield rates of short-term investments in 2008.

Gain on extinguishment of debt of $241,305 in 2007 is comprised of a $139,951 gain from the restructuring of the loan payable to Cambria Investment Fund L.P., and a $101,354 adjustment to remove a liability originally recorded in connection with the initial allocation of the purchase price of the Mayo Group. The liability was based on future revenue generating activities that did not occur as projected.

15

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Income Tax Expense

Income tax expense for the year ended December 31, 2008 was $55,891 and for the year ended December 31, 2007 was $5,397. The increase is due primarily to charges for state income taxes in an apportioned state that disallows consolidated tax return filings, thus reporting taxable income that is not offset by parent deductions or NOL carryforwards.

Liquidity and Capital Resources

At December 31, 2008, our cash and cash equivalents were $1,198,126 and our working capital was $522,561. Our principal cash requirements are for repayment of $1,332,000 due to Laurus Master Fund in April 2009, and operating expenses, including equipment, supplies, employee costs, and capital expenditures and funding of the operations. Our primary sources of cash are service and equipment sale revenues, the exercise of warrants and the sale of common stock.

During the year ended December 31, 2008, cash provided by operating activities was $1,222,816 as compared to cash provided by operating activities of $1,020,904 for the same period in 2007. The Company has maintained a stable base of customers over this period and continues to benefit from cost savings initiatives in light of the current economic environment.

In April 2006, we entered into a $3,000,000 Fixed Price Convertible Note (the Note) agreement with Laurus Master Fund (LMF). The term of the Note is for three years at an interest rate of WSJ prime plus 2.0%. We shall reduce the principal Note by 1/60th per month starting 90 days after the closing, payable in cash or registered stock. For the year ended December 31, 2008, we repaid $474,000 in principal of the Note and LMF converted $126,000 of the Note to stock.

The Company continues to see improvement in its operations through the addition of a new customer in the third quarter of 2008 and additional equipment sales to existing customers. We expect to close additional recurring revenue contracts to new customers in 2009 as well as additional equipment sales to existing customers. Management believes that cash generated from operations will be sufficient to satisfy required principal debt payments to Laurus in 2009 and to sustain our business operations over the next twelve months. If events or circumstances occur such that we do not meet our operating plan as expected, we may be required to seek additional capital and/or reduce certain discretionary spending, which could have a material adverse effect on our ability to achieve our business objectives. We may seek additional financing, which may include debt and/or equity financing or funding through third party agreements. There can be no assurance that any additional financing will be available on acceptable terms, if at all. Any equity financing may result in dilution to existing stockholders and any debt financing may include restrictive covenants.

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements consist primarily of conventional operating leases, purchase commitments and other commitments arising in the normal course of business, as further discussed below under Contractual Obligations and Commercial Commitments. As of December 31, 2008, we did not have any other relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

16

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Contractual Obligations and Contingent Liabilities and Commitments

As of December 31, 2008, expected future cash payments related to contractual obligations and commercial commitments were as follows:

Payments Due by PeriodTotal
     Less than 1year
     1-3 years
     3-5 years
     More than5 yearsLong-term debt
     $
     1,332,000
     $
     1,332,000
     $
     -
     $
     -
     $
     -Capital leases
     
     3,913
     
     3,913
     
     -
     
     -
     
     -Operating leases
     
     200,160
     
     171,470
     
     28,690
     
     -
     
     -Total
     $
     1,536,073
     $
     1,507,383
     $
     28,690
     $
     -
     $
     -


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 8. Financial Statements and Supplementary Data

See the consolidated financial statements attached to and made a part of this report.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A(T).

Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by report, pursuant to Rules 13a-15(b) and 15d-15(b) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures, as of the end of the period covered by this report, were effective.

Managements Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f). Management conducted an assessment of the effectiveness, as of December 31, 2008, of our internal control over financial reporting, based on the framework established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment under that framework, management concluded that our internal control over financial reporting was effective as of December 31, 2008.

17

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This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only managements report in this Annual Report on Form 10-K.

There has been no change in our internal control over financial reporting during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.

Other Information

On March 19, 2009, the independent members of the Board of Directors approved an amendment and restatement of warrants previously issued to Messrs. Flynn and Weidemann (the Amendments). Messrs. Flynn and Weidemann refrained from voting on the Amendments. The Amendments extend the term of the warrants issued to Messrs. Flynn and Weidemann by two years, expiring March 30, 2011, and increase the exercise price from $0.30 to $0.55. Except as discussed herein, no other changes were made to the warrants. The Amendments have been filed as exhibits to this Annual Report on Form 10-K.

18

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PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Information with respect to our executive officers and directors will be contained in the Definitive Proxy Statement relating to our 2009 Annual Meeting of Stockholders; said information is incorporated herein by reference.

The Company has adopted a code of ethics, which applies to all members of management.

Item 11.

Executive Compensation

A description of the compensation of our executive officers will be contained in the Definitive Proxy Statement relating to our 2009 Annual Meeting of Stockholders; said information is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

A description of the security ownership of certain beneficial owners and management will be contained in the Definitive Proxy Statement relating to our 2009 Annual Meeting of Stockholders; said information is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions and Director Independence

Description of certain relationships and related transactions with management will be contained in the Definitive Proxy Statement relating to our 2009 Annual Meeting of Stockholders; said information is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

A description of the principal accounting fees and services will be contained in the Definitive Proxy Statement relating to our 2009 Annual Meeting of Stockholders; said information is incorporated herein by reference.

Item 15. Exhibits and Financial Statement Schedules

(a) Documents filed as a part of this report:

(1) Financial Statements

The financial statements included in Part II, Item 8 of this document are filed as part of this Report.

(2) Financial Statement Schedule

The financial statement schedule included in Part II, Item 8 of this document is filed as part of this Report. All other schedules are omitted as the required information is inapplicable or the information is included in the consolidated financial statements or related notes to the financial statements.

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(3) Exhibits

The following exhibits are filed as part of this Report:

|No.   | Item                                                                                                                                                                                                                                                     
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1   | Agreement and Plan of Reorganization dated as of November 20, 2001, by and between the Company and e-Perception, Inc. (incorporated by reference to Exhibit 1.1 to the Registrants Form 8-K filed on January 24, 2002).                                 
|2.2   | Agreement and Plan of Merger, dated April 1, 2004, by and between Auxilio, Inc., PPVW Acquisition Corporation, and Alan Mayo & Associates, Inc. (filed as Exhibit 2.1 to the Registrants Form 8-K filed on April 16, 2004).                             
|3.1   | Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrants Form 10-KSB filed on April 19, 2005).                                                                                                                         
|3.2   | Bylaws (incorporated by reference to Exhibit 2 to the Registrants Form 10-SB filed on October 1, 1999).                                                                                                                                                 
|4.1   | Subscription Agreement, dated as of January 9, 2002, by and among the Company and each of the stockholders of e-Perception, Inc. (incorporated by reference to Exhibit 1.1 to the Registrants Form 8-K filed on January 24, 2002).                      
|10.1  | 2000 Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Registrants Form 10-KSB filed on April 19, 2005).                                                                                                                              
|10.2  | 2001 Stock Option Plan (incorporated by reference to Exhibit 10.2 to the Registrants Form 10-KSB filed on April 19, 2005).                                                                                                                              
|10.3  | 2003 Stock Option Plan (incorporated by reference to Exhibit 10.3 to the Registrants Form 10-KSB filed on April 19, 2005).                                                                                                                              
|10.4  | 2004 Stock Option Plan (incorporated by reference to Exhibit 10.4 to the Registrants Form 10-KSB filed on April 19, 2005).                                                                                                                              
|10.5  | 2007 Stock Option Plan.                                                                                                                                                                                                                                  
|10.6  | Standard Office Lease by and between Arden Realty Limited Partnership and e-Perception Technologies, Inc. (incorporated by reference to Exhibit 10.1 to the Registrants Form 10-QSB filed on May 15, 2002).                                             
|10.7  | Asset Purchase Agreement between Workstream USA, Inc., Workstream, Inc. and PeopleView, Inc. dated March 8,.2004 (incorporated by reference to Exhibit 2.1 to the Registrants Form 8-K filed on April 2, 2004).                                         
|10.8  | Addendum dated as of May 27, 2004 to Asset Purchase Agreement dated March 17th, 2004 between Workstream Inc. Workstream USA, Inc. and PeopleView, Inc. (incorporated by reference to Exhibit 2.1 to the Registrants Form 8-K/A filed on August 3, 2004).
|10.9  | Standard Office Lease agreement by and between Auxilio, Inc and McMorgan Institutional Real Estate Fund I, LLC. dated October 13, 2004 (incorporated by reference to Exhibit 10.13 to the Registrants Form 10-KSB filed on April 19, 2005)..            
|10.10 | Loan and Security Agreement between Auxilio, Inc. and Cambria Investment Fund, L.P. (filed as Exhibit 10.1 to the Registrants Form 8-K filed on November 28, 2005).                                                                                     
|10.11 | Executive Employment Agreement between Registrant and Etienne Weidemann, President and Chief Operating Officer dated March 15, 2006 (filed as Exhibit 10.2 to the Registrants Form 8-K filed on March 22, 2006).                                        
|10.12 | Executive Employment Agreement between Registrant and Paul T. Anthony, Chief Financial Officer and Corporate Secretary dated March 15, 2006 (filed as Exhibit 10.3 to the Registrants Form 8-K filed on March 22, 2006).                                
|10.13 | Securities Purchase Agreement dated as of April 7, 2006, between Auxilio, Inc. and Laurus Master Fund,Ltd. (filed as Exhibit 10.1 to the Registrants Form 8-K filed on April 13, 2006).                                                                 
|10.14 | Secured Convertible Term Note dated as of April 7, 2006 issued by Auxilio, Inc. to Laurus Master Fund, Ltd. (filed as Exhibit 10.2 to the Registrants Form 8-K filed on April 13, 2006).                                                                
|10.15 | Loan and Security Agreement dated as of October 25, 2006, between Auxilio, Inc. and Cambria Investment Fund, L.P. (filed as Exhibit 10.1 to the Registrants Form 8-K filed on October 27, 2006).                                                        
|10.16 | Amended and Restated Loan and Security Agreement effective as of July 1, 2007 and dated August 13, 2007,between Auxilio, Inc. and Cambria Investment Fund, L.P. (filed as Exhibit 10.1 to the Registrants Form 8-K filed on September 4, 2007).         



|10.17 | Executive Employment Agreement between Registrant and Etienne Weidemann, President and Chief Executive Officer dated November 13, 2007 (filed as Exhibit 10.1 to the Registrants Form 10-Q filed on November 16, 2007).        
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.18 | Executive Employment Agreement between Registrant and Paul T. Anthony, Chief Financial Officer and Corporate Secretary dated November 13, 2007 (filed as Exhibit 10.2 to the Registrants Form 10-Q filed on November 16, 2007).
|10.19 | Executive Employment Agreement between Registrant and Jacques Terblanche, Chief Operating Officer dated November 13, 2007 (filed as Exhibit 10.3 to the Registrants Form 10-Q filed on November 16, 2007).                     
|10.20 | Amended and Restated Common Stock Purchase Warrant Agreement between Registrant and Etienne Weidemann, Chief Executive Officer, dated March 19, 2009 (Previously filed).                                                        
|10.21 | Amended and Restated Common Stock Purchase Warrant Agreement between Registrant and Joseph Flynn, former Chief Executive Officer, dated March 19, 2009 (Previously filed).                                                      
|14    | Registrants Code of Ethics (incorporated by reference to Exhibit 14.1 to the Registrants Form 10-KSB filed on April 14, 2004).                                                                                                 
|16.1  | Letter regarding change in certifying accountants dated February 14, 2002 (incorporated by reference to Exhibit 16 to the Registrants Form 8-K filed on February 15, 2002).                                                    
|16.2  | Letter regarding change in certifying accountants dated December 22, 2005 (incorporated by reference to Exhibit 16.1 to the Registrants Form 8-K/A filed on January 24, 2006).                                                 
|31.1  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and rule 15d-14(a).                                                                                                                                     
|31.2  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and rule 15d-14(a).                                                                                                                                     
|32.1  | Certification of the CEO and CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (Previously filed).                                                                    

20

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Signatures

Pursuant to the requirements of Section 13 or 15(d) with 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.



| |                             | 
| | --------------------------- | 
| |                            
| | By: /s/ EtienneWeidemann   
| | Etienne Weidemann          
| | Chief Executive Officer    
| | Principal Executive Officer
| |                            
| | June 30, 2009              
| |                            
| | By: /s/ Paul T. Anthony    
| | Paul T. Anthony            
| | Chief Financial Officer    
| | Principal Financial Officer
| |                            
| | June 30, 2009               | 

Signature
     Title
     Date/s/ Etienne Weidemann
     Chief Executive Officer
     June 30, 2009Etienne Weidemann
     (Principal Executive Officer and Director)/s/ Paul T. Anthony
     Chief Financial Officer
     June 30, 2009Paul T. Anthony
     (Principal Financial and Accounting Officer)/s/ Edward Case
     Director
     June 30, 2009Edward Case/s/ Joseph Flynn
     Director
     June 30, 2009Joseph Flynn/s/ Michael Joyce
     Director
     June 30, 2009Michael Joyce/s/ John D. Pace
     Director
     June 30, 2009John D. Pace
     (Non-executive Chairman of the Board)/s/ Max Poll
     Director
     June 30, 2009Max Poll/s/ Mark St. Clare
     Director
     June 30, 2009Mark St. Clare/s/ Michael Vanderhoof
     Director
     June 30, 2009Michael Vanderhoof


21

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AUXILIO, INC. AND SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSYEARS ENDED DECEMBER 31, 2008 AND 2007WITH REPORT OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRMCONTENTSPageReport of Independent Registered Public Accounting Firm
     
     F-1Financial Statements:Consolidated Balance Sheets
     
     F-2Consolidated Statements of Operations
     
     F-3Consolidated Statements of Stockholders Equity (Deficit)
     
     F-4Consolidated Statements of Cash Flows
     
     F-5, F-6Notes to Consolidated Financial Statements
     
     F-7 to F-22


F

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and StockholdersAuxilio, Inc.

We have audited the accompanying consolidated balance sheets of Auxilio, Inc. (the Company) as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders equity (deficit), and cash flows for each of the years ended December 31, 2008 and 2007. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Auxilio, Inc. as of December 31, 2008 and 2007, and the consolidated results of its operations and its cash flows for each of the years ended December 31, 2008 and 2007, in conformity with accounting principles generally accepted in the United States of America.

/s/ HASKELL & WHITE LLP

Irvine, CaliforniaMarch 27, 2009

F-1

---



AUXILIO, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSAs Of December 31,2008
     
     
     2007ASSETSCurrent assets:Cash and cash equivalents
     $
     1,198,126
     
     $
     666,428Accounts receivable, net
     
     4,201,689
     
     
     2,405,528Prepaid and other current assets
     
     33,642
     
     
     46,980Supplies
     
     745,207
     
     
     729,604Loan acquisition costs, net
     
     44,431
     
     
     -Total current assets
     
     6,223,095
     
     
     3,848,540Property and equipment, net
     
     129,614
     
     
     208,936Deposits
     
     28,790
     
     
     28,790Loan acquisition costs, net
     
     -
     
     
     209,332Intangible assets, net
     
     -
     
     
     190,973Goodwill
     
     1,517,017
     
     
     1,517,017$
     7,898,516
     
     $
     6,003,588LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Accounts payable and accrued expenses
     $
     3,236,008
     
     $
     1,566,260Accrued compensation and benefits
     
     662,663
     
     
     486,110Deferred revenue
     
     489,563
     
     
     382,895Loan payable, net of discount of $197,083 at December 31, 2007
     
     -
     
     
     547,917Current portion of note payable, net of discount of $23,413 atDecember 31, 2008
     
     1,308,587
     
     
     600,000Current portion of capital lease obligations
     
     3,913
     
     
     26,361Total current liabilities
     
     5,700,734
     
     
     3,609,543Note payable, less current portion, net of discount of $110,306at December 31, 2007
     
     -
     
     
     1,221,694Commitments and contingencies
     
     -
     
     
     -Stockholders' equity:Common stock, par value at $0.001, 33,333,333 sharesauthorized, 17,623,734 shares issued and outstanding atDecember 31, 2008 and 16,235,309 shares issued andoutstanding at December 31, 2007
     
     17,625
     
     
     16,237Additional paid-in capital
     
     18,490,632
     
     
     17,364,202Accumulated deficit
     
     (16,310,475
     )
     
     (16,208,088
     )Total stockholders' equity
     
     2,197,782
     
     
     1,172,351Total liabilities and stockholders equity
     $
     7,898,516
     
     $
     6,003,588The accompanying notes are an integral part of these consolidated financial statements.


F-2

---





AUXILIO, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONSYear Ended December 31,2008
     
     
     2007Net revenues
     $
     21,016,012
     
     $
     19,592,946Cost of revenues
     
     15,907,494
     
     
     15,149,055Gross profit
     
     5,108,518
     
     
     4,443,891Operating expenses:Sales and marketing
     
     1,476,223
     
     
     1,215,685General and administrative expenses
     
     2,868,460
     
     
     2,290,433Intangible asset amortization
     
     190,973
     
     
     238,165Total operating expenses
     
     4,535,656
     
     
     3,744,283Income from operations
     
     572,862
     
     
     699,608Other income (expense):Interest expense
     
     (625,602
     )
     
     (1,026,592
     )Interest income
     
     6,244
     
     
     19,269Gain on debt extinguishment
     
     -
     
     
     241,305Total other income (expense)
     
     (619,358
     )
     
     (766,018
     )Loss before provision for income taxes
     
     (46,496
     )
     
     (66,410
     )Income tax expense
     
     55,891
     
     
     5,397Net loss
     $
     (102,387
     )
     $
     (71,807
     )Net loss per share:Basic
     $
     (0.01
     )
     $
     0.00Diluted
     $
     (0.01
     )
     $
     (0.01
     )Number of weighted average shares outstanding Basic
     
     16,834,408
     
     
     16,142,604Diluted
     
     16,834,408
     
     
     21,885,453


The accompanying notes are an integral part of these consolidated financial statements.

F-3

---








AUXILIO, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)YEARS ENDED DECEMBER 31, 2008 AND 2007Additional
     
     
     
     
     TotalCommon Stock
     
     
     Paid-in
     
     
     Accumulated
     
     Stockholders'Shares
     
     
     Amount
     
     
     Capital
     
     
     Deficit
     
     Equity(Deficit)Balance at January 1, 2007
     16,122,809
     
     $
     16,124
     
     $
     16,430,094
     
     $
     (16,136,281
     )
     $
     309,937Stock compensation expense foroptions and warrants granted toemployees and consultants
     -
     
     
     -
     
     
     452,014
     
     
     -
     
     
     452,014Beneficial conversion featureassociated with loan payable
     -
     
     
     -
     
     
     100,000
     
     
     -
     
     
     100,000Warrants vesting in connectionwith restructuring of loan payable
     -
     
     
     -
     
     
     128,124
     
     
     -
     
     
     128,124Incremental fair value ofconversion feature on loan payable
     -
     
     
     -
     
     
     80,208
     
     
     -
     
     
     80,208Stock options exercised
     12,500
     
     
     13
     
     
     5,862
     
     
     -
     
     
     5,875Common stock issued forconversion of note payable
     100,000
     
     
     100
     
     
     167,900
     
     
     -
     
     
     168,000Net loss
     -
     
     
     -
     
     
     -
     
     
     (71,807
     )
     
     (71,807
     )Balance at December 31, 2007
     16,235,309
     
     
     16,237
     
     
     17,364,202
     
     
     (16,208,088
     )
     
     1,172,351Stock compensationexpense for options and warrants grantedto employees and consultants
     -
     
     
     -
     
     
     396,643
     
     
     -
     
     
     396,643Conversion of loan payable andaccrued interest to common stock
     842,175
     
     
     842
     
     
     386,558
     
     
     -
     
     
     387,400Conversion of notepayable to common stock
     75,000
     
     
     75
     
     
     125,925
     
     
     -
     
     
     126,000Warrants exercised
     471,250
     
     
     471
     
     
     217,304
     
     
     -
     
     
     217,775Net loss
     -
     
     
     -
     
     
     -
     
     
     (102,387
     )
     
     (102,387
     )Balance at December 31, 2008
     17,623,734
     
     $
     17,625
     
     $
     18,490,632
     
     $
     (16,310,475
     )
     $
     2,197,782


The accompanying notes are an integral part of these consolidated financial statements.

F-4

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AUXILIO, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSYear Ended December 31,2008
     
     
     2007Cash flows provided by operating activities:Net loss
     $
     (102,387
     )
     $
     (71,807
     )Adjustments to reconcile net loss to net cash provided byoperating activities:Depreciation and amortization
     
     119,267
     
     
     131,317Amortization of intangible assets
     
     190,973
     
     
     238,165Bad debt recoveries
     
     (28,510
     )
     
     -Gain on debt extinguishment
     
     -
     
     
     (139,951
     )Gain on extinguishment of accrued acquisition costs unearned
     
     -
     
     
     (101,354
     )Interest expense related to amortization of warrants issued with loans
     
     86,893
     
     
     127,010Interest expense related to amortization of loan acquisition costs
     
     164,901
     
     
     226,181Interest expense related to amortization of beneficial conversion feature
     
     -
     
     
     40,000Stock compensation expense for options and warrants granted to employeesand consultants
     
     396,643
     
     
     452,014Interest expense related to accretion of loan
     
     197,083
     
     
     295,625Changes in operating assets and liabilities:Accounts receivable
     
     (1,767,651
     )
     
     (681,270
     )Prepaid and other current assets
     
     13,338
     
     
     (16,307
     )Supplies
     
     (15,603
     )
     
     (39,126
     )Accounts payable and accrued expenses
     
     1,684,648
     
     
     246,157Accrued compensation and benefits
     
     176,553
     
     
     220,669Deferred revenue
     
     106,668
     
     
     93,581Net cash provided by operating activities
     
     1,222,816
     
     
     1,020,904Cash flows (used for) investing activities:Purchases of property and equipment
     
     (39,945
     )
     
     (36,484
     )Net cash (used for) investing activities
     
     (39,945
     )
     
     (36,484
     )Cash flows (used for) financing activities:Repayments on loan payable
     
     (372,500
     )
     
     -Fees paid for restructuring loan payable
     
     -
     
     
     (22,350
     )Repayments on convertible note payable
     
     (474,000
     )
     
     (600,000
     )Payments on capital leases
     
     (22,448
     )
     
     (20,954
     )Proceeds from exercise of warrants
     
     217,775
     
     
     -Proceeds from exercise of options
     
     -
     
     
     5,875Net cash (used for) financing activities
     
     (651,173
     )
     
     (637,429
     )Net increase in cash and cash equivalents
     
     531,698
     
     
     346,991Cash and cash equivalents,beginning of year
     
     666,428
     
     
     319,437Cash and cash equivalents,end of year
     $
     1,198,126
     
     $
     666,428


The accompanying notes are an integral part of these consolidated financial statements.

F-5

---



AUXILIO, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)Year Ended December 31,2008
     
     
     2007Supplemental disclosure of cash flow information:Interest paid
     $
     163,446
     
     $
     337,776Income tax paid
     $
     18,487
     
     $
     2,400Non-cash investing and financing activities:Beneficial conversion feature associated with loan payable
     $
     -
     
     $
     100,000Relative fair value of warrants issued related to restructuring of loan payable
     $
     -
     
     $
     128,124Incremental fair value of conversion feature on loan payable
     $
     -
     
     $
     80,208Loan payable, note payable and accrued interest converted to common stock
     $
     513,400
     
     $
     168,000


The accompanying notes are an integral part of these consolidated financial statements.

F-6

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AUXILIO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

(1) Summary of Significant Accounting PoliciesBusiness Activity

The origins of the Company date back to January of 2002, when the Companys predecessor, e-Perception Technologies, Inc. (e-Perception), a Human Resources software concern, completed a tender offer with Corporate Development Centers, Inc. (CDC). CDCs common stock traded on the OTC Bulletin Board. In connection with the tender offer, the stockholders of e-Perception received one (1) share of CDC for each four (4) shares of e-Perception common stock they owned prior to the tender offer. As a result, e-Perception became a wholly owned subsidiary of CDC. CDC subsequently changed its name to e-Perception, Inc. Approximately eighteen months later e-Perception changed its name to PeopleView, Inc. (PeopleView), which subsequently changed its name to Auxilio, Inc. (Auxilio). The stock now trades under the symbol AUXO.OB.

In March 2004, PeopleView entered into an asset purchase and sale agreement with Workstream, Inc. (NASDQ:WSTM) (Workstream) whereby the Company sold to Workstream essentially all of its assets, including its software products and related intellectual property, its accounts receivable, certain computer equipment, customer lists, and the PeopleView name, among other things. Pursuant to an addendum to the original agreement, the final consideration the Company received was cash equal to $250,000, 246,900 shares of Workstream common stock, and a warrant to purchase an additional 50,000 shares at an exercise price of $3.00 per share. The business operations of PeopleView were discontinued as of March 2004.

On April, 1, 2004, PPVW Acquisition Company (PPVW), a wholly owned subsidiary of PeopleView, completed the acquisition of Alan Mayo and Associates, Inc. dba The Mayo Group (and referred to herein as TMG). TMG offered outsourced Image Management services to healthcare facilities throughout California, and this acquisition forms the basis for Auxilios current operations. Subsequent to the acquisition of TMG, PeopleView changed its name to Auxilio, Inc. and changed PPVWs name to Auxilio Solutions, Inc.

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has reported a net loss of $102,387 for the year ended December 31, 2008 and has an accumulated deficit of $16,310,475 as of December 31, 2008. The Company reported a net loss of $71,807 for the year ended December 31, 2007. The Company has working capital of $522,361 as of December 31, 2008.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

The accompanying financial statements do not include a statement of comprehensive income because there were no items that would require adjustment of net income to comprehensive income during the reporting periods.

Liquidity

During the year ended December 31, 2008, cash provided by operating activities was $1,222,816 as compared to cash provided by operating activities of $1,020,904 for the same period in 2007. The Company has maintained a stable base of customers over this period and continues to benefit from cost savings initiatives in light of the current economic environment.

Historically the Company has incurred significant operating losses and cash outflows from operations. Significant steps were taken in 2006 to reach profitability in 2007 including the reduction in sales and operations

F-7

---



staff in an effort to lower operating costs and the addition of four new customers including its largest customer contract to date. The Company closed large equipment sales with existing clients in 2007 and 2008 and anticipates additional equipment sales in 2009. There is also the expectation of signing additional recurring revenue customer contracts throughout 2009. It is anticipated by Management that these measures will allow the Company to continue to maintain positive cash flow for 2009 and satisfy the required 2009 debt payments to Laurus (Note 6).

The continuing deterioration in the global credit markets, the financial services industry and the U.S. economy as a whole have resulted in a period of substantial turmoil and uncertainty characterized by unprecedented intervention by the United States federal government and the failure, bankruptcy, or sale of various financial and other institutions. The impact of these events on our business and the severity of the current economic crisis is uncertain. It is possible that the current crisis in the global credit markets, the financial services industry and the U.S. economy may adversely affect our business, vendors and prospects as well as our liquidity and financial condition. As a result no assurances can be given as to the Companys ability to increase its customer base and generate positive cash flows. Although the Company has been able to raise additional working capital through convertible note agreements and private placement offerings of its common stock, the Company may not be able to continue this practice in the future nor may the Company be able to obtain additional working capital through other debt or equity financings. In the event that sufficient capital cannot be obtained, the Company may be forced to significantly reduce operating expenses to a point that would be detrimental to the Companys business operations and business development activities. These courses of action may be detrimental to the Companys business prospects and result in material charges to its operations and financial position. In the event that any future financing should take the form of the sale of equity securities, the current equity holders may experience dilution of their investments.

Use of Estimates

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

Revenue Recognition

Revenue is recognized pursuant to applicable accounting standards including Securities and Exchange Commission (SEC) Staff Accounting Bulletin (SAB) No. 101 (SAB 101), Revenue Recognition in Financial Statements, and SAB 104, Revenue Recognition. SAB 101 as amended and SAB 104 summarize certain points of the SEC staffs views in applying generally accepted accounting principles to revenue recognition in financial statements and provide guidance on revenue recognition issues in the absence of authoritative literature addressing a specific arrangement or a specific industry. The Companys revenue recognition policy complies with the requirements of SAB 101 and SAB 104. Revenues from equipment sales transactions are earned when there is persuasive evidence of an arrangement, delivery has occurred, the sales price has been determined and collectability has been reasonably assured. For equipment that is to be placed at the customers location at a future date, revenue is deferred until that equipment is placed. Monthly service and supply revenue is earned monthly during the term of the contract, as services and supplies are provided monthly. Overages, as defined in the contract, are billed to customers monthly and are earned when the number of images in any period exceeds the number allowed for in the contract.

When the Company enters into arrangements that include multiple deliverables, they typically consist of the sale of equipment, reserve for replacement of future equipment and a support services contract. Pursuant to Emerging Issues Task Force EITF 00-21: Revenue Arrangements with Multiple Deliverables (EITF 00-21), the Company accounts for each element within an arrangement with multiple deliverables as separate units of accounting. Revenue is allocated to each unit of accounting using the residual method, which allocates revenue to each unit of accounting based on the fair value of the undelivered items, after the Company has established vendor - specific objective evidence of fair value.

F-8

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Deferred Revenue

Deferred revenue is an estimate of revenue expected to be earned in the future under the equipment contracts for additional equipment (printers and faxes) to be placed at the customers location that has been included in the original contract amount. This additional equipment is identified by the Company at the start of a contract. Deferred revenue also includes proceeds received in excess of the residual value assigned to equipment from multiple deliverable sales, which is amortized over the expected term of the related service contract in accordance with EITF 00-21.

Cash and Cash Equivalents

For purposes of the statement of cash flows and balance sheet classification, cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.

Accounts Receivable

The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Companys estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Companys estimate of the allowance for doubtful accounts will change. Management believes that no accounts receivable are uncollectible at December 31, 2008. The allowance for doubtful accounts was $28,500 as of December 31, 2007.

Supplies

Supplies consist of parts and supplies for the automated office equipment, including copiers, facsimile machines and printers. Supplies are valued at the lower of cost or market value on a first-in, first-out basis.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation. Depreciation of the property and equipment is provided using the straight-line method over the assets estimated economic lives, which range from 2 to 7 years. Expenditures for maintenance and repairs are charged to expense as incurred.

Intangible Assets

Under Statement of Financial Accounting Standard (SFAS) No. 142 (SFAS 142), Goodwill and Other Intangible Assets, goodwill and intangible assets with indefinite lives are no longer amortized, but the remaining useful lives are reviewed at least annually for impairment. In order to measure any impairment, the Company evaluates whether there were any events or circumstances that have occurred that may affect the carrying amount of the intangible. This testing includes the determination of the fair value of the reporting unit. If the value of the asset exceeds the fair value of the reporting unit, then the Company would estimate the undiscounted cash flows from continuing to use the asset and compare that amount to the assets carrying amount. If the carrying amount of the asset is greater than the expected future cash flows then an impairment loss would be recognized. The result of this testing indicated that a goodwill impairment charge was not necessary as of December 31, 2008 or December 31, 2007. Separately identified intangibles that are deemed to have definite lives have been amortized over their estimated useful life.

F-9

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Long-Lived Assets

In accordance with SFAS Nos. 142 and 144, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. SFAS No. 142 relates to assets with an indefinite life whereas SFAS 144 relates to assets that can be amortized and the life determinable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value of asset less the cost to sell. As of December 31, 2008, management has found no evidence of impairment of these assets.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial reporting requirements and those imposed under federal and state tax laws. Deferred taxes are provided for timing differences in the recognition of revenue and expenses for income tax and financial reporting purposes and 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 that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Realization of the deferred tax asset is dependent on generating sufficient taxable income in future years. 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.

Fair Value of Financial Instruments

The Company adopted Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, effective January 1, 2008, as required for financial assets and liabilities, on a prospective basis. SFAS 157 defines fair value, provides a framework for measuring fair value and expands the disclosures required for fair value measurements. The standard applies to other accounting pronouncements, but does not require any new fair value measurements. SFAS 157 did not have a material impact on the Companys financial position or results of operations.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Boards long-term measurement objectives for accounting for financial instruments. This Statement is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007. We have adopted FAS 159 effective January 1, 2008. The Company currently has no eligible items to elect this option. The Company intends to evaluate any future potential eligible items on an instrument by instrument basis.

Stock-Based Compensation

Beginning January 1, 2006, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 123(R), Share-Based Payments (SFAS No. 123(R)) on a modified prospective transition method to account for its employee stock options. Under the modified prospective transition method, fair value of new and previously granted but unvested equity awards are recognized as compensation expense in the income statement, and prior period results are not restated.

F-10

---



For the years ended December 31, 2008 and 2007, stock-based compensation expense recognized in the statement of operations is as follows:

Year Ended December 312008
     
     
     2007Cost of revenues
     $
     121,059
     
     $
     119,267Sales and marketing
     
     80,444
     
     
     111,527General and administrative expenses
     
     195,140
     
     
     221,220Total stock based compensation expense
     $
     396,643
     
     $
     452,014


The Company recognizes stock-based compensation as an expense in accordance with SFAS No. 123(R) and values the equity securities based on the fair value of the security on the date of grant. Stock option awards are valued using the Black-Scholes option-pricing model.

The weighted average estimated fair value of stock options granted during 2008 and 2007 was $1.68 and $0.90 per share, respectively. These amounts were determined using the Black-Scholes option-pricing model, which values options based on the stock price at the grant date, the expected life of the option, the estimated volatility of the stock, the expected dividend payments, and the risk-free interest rate over the expected life of the option. The assumptions used in the Black-Scholes model were as follows for stock options granted in 2008 and 2007:

2008
     
     2007Risk-free interest rate
     0.23% to 2.18%
     
     4.33% to 5.31%Expected volatility of common stock
     75.48% to 78.66%
     
     79.74% to 82.99%Dividend yield
     0%
     
     0%Expected life of options
     3 years
     
     3 years


The Black-Scholes option valuation model was developed for estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because option valuation models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The Companys options do not have the characteristics of traded options; therefore, management believes the option valuation models do not necessarily provide a reliable measure of the fair value of its options.

Basic and Diluted Loss Per Share

In accordance with SFAS No. 128, Earnings Per Share, basic net income (loss) per share is calculated using the weighted average number of shares of the Companys common stock issued and outstanding during a certain period, and is calculated by dividing net income (loss) by the weighted average number of shares of the Companys common stock issued and outstanding during such period. Diluted net income (loss) per share is calculated using the weighted average number of common and potentially dilutive common shares outstanding during the period, using the as-if converted method for secured convertible notes, and the treasury stock method for options and warrants.

As of December 31, 2008, potentially dilutive securities consist of options and warrants to purchase 6,555,390 shares of common stock at prices ranging from $0.30 to $12.00 per share, and convertible notes that could convert into 701,137 shares of common stock. Of these potentially dilutive securities, none of the shares to purchase common stock from the options and warrants or convertible debt have been included in the computation of diluted earnings per share as their effect would be anti-dilutive.

As of December 31, 2007, potentially dilutive securities consist of options and warrants to purchase 7,320,669 shares of common stock at prices ranging from $0.30 to $12.00 per share, and convertible notes that could convert into 3,041,184 shares of common stock. Of these potentially dilutive securities, 4,619,004 shares to purchase common stock from the options and warrants have not been included in the computation of diluted earnings per share as their effect would be anti-dilutive.

F-11

---



The following table sets forth the computation of basic and diluted net loss per share:

Year Ended December 312008
     
     
     2007Numerator:Net loss
     $
     (102,387
     )
     $
     (71,807
     )Effects of dilutive securities:Convertible notes payable
     
     -
     
     
     (248,249
     )(Loss) after effects of conversion of notes payable
     $
     (102,387
     )
     $
     (320,056
     )Denominator:Denominator for basic calculation weighted averages
     
     16,834,408
     
     
     16,142,604Dilutive common stock equivalents:Secured convertible notes
     
     -
     
     
     3,041,184Options and warrants
     
     -
     
     
     2,701,665Denominator for diluted calculation weighted average
     
     16,834,408
     
     
     21,885,453Net loss per share:Basic net loss per share
     $
     (.01
     )
     $
     .00Diluted net loss per share
     $
     (.01
     )
     $
     (.01
     )


Segment Reporting

Based on the Companys integration and management strategies, the Company operated in a single business segment. For the years ended December 31, 2008 and 2007, all revenues have been derived from domestic operations.

New Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS 141(R)). SFAS 141(R) replaces SFAS No. 141, Business Combinations, and is effective for the Company for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. SFAS 141(R) requires the new acquiring entity to recognize all assets acquired and liabilities assumed in the transactions; establishes an acquisition-date fair value for acquired assets and liabilities; and fully discloses to investors the financial effect the acquisition will have. The Company has evaluated the impact of this pronouncement on the Companys consolidated financial position, results of operations and cash flows and has determined that there is no expected impact as a result of its implementation.

In June 2008, the EITF reached a consensus on EITF Issue No. 08-4, Transition Guidance for Conforming Changes to EITF Issue No. 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios (EITF No. 08-4). Subsequent to the issuance of EITF No. 98-5, certain portions of the guidance contained in EITF No. 98-5 were nullified by EITF Issue No. 00-27, Application of EITF Issue No. 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios (EITF No. 00-27). However, the portions of EITF No. 98-5 that were nullified by EITF No. 00-27 were not specifically identified in EITF No. 98-5, nor were the illustrative examples in EITF No. 98-5 updated for the effects of EITF No. 00-27. EITF No. 08-4 specifically addresses the conforming changes to EITF Issue No. 98-5 and provides transition guidance for the conforming changes. EITF No. 08-4 is effective for the Company for the year ended December 31, 2008. The Companys consolidated financial statements were not significantly impacted by the adoption of EITF No. 08-4.

F-12

---



(2) Accounts Receivable

A summary of accounts receivable follows:

As of December 312008
     
     
     2007Trade
     $
     4,201,689
     
     $
     2,434,037Allowance for doubtful accounts
     
     -
     
     
     (28,509
     )$
     4,201,689
     
     $
     2,405,528


(3) Property and Equipment

A summary property and equipment follows:



| |  |                                                |   |                   |   |   |          |  
| |  | ---------------------------------------------- | - | ----------------- | - | - | -------- | -
|
| |  |                                                |   | As of December 31 |  
| |  |                                                |   | 2008              |   |   | 2007     |  
| |  | Furniture and fixtures                         | $ | 53,972            |   | $ | 53,972   |  
| |  | Computers and office equipment                 |   | 431,409           |   |   | 391,464  |  
| |  | Fleet equipment                                |   | 178,278           |   |   | 178,278  |  
| |  | Leasehold improvements                         |   | 25,202            |   |   | 25,202   |  
| |  |                                                |   | 688,861           |   |   | 648,916  |  
| |  | Less accumulated depreciation and amortization |   | (559,247          | ) |   | (439,980 | )
| |  |                                                | $ | 129,614           |   | $ | 208,936  |  

Depreciation and amortization expense for property, equipment, and improvements amounted to $119,267 and $131,317 for the years ended December 31, 2008 and 2007, respectively.

(4) Intangible Assets and Goodwill

During 2004, as a result of the acquisition of TMG, intangible assets of $3,047,017 were acquired. This amount was reduced by $30,000 in 2005 for the return of stock issued in conjunction with acquisition that was subsequently determined to be unearned. A third party valuation was obtained to assist management in determining how much, if any, of the excess of purchase price over assets acquired and liabilities assumed should be allocated to identifiable intangible assets versus goodwill. As of December 31, 2008, goodwill totaled $1,517,017.

A summary of intangible assets with definite lives follows:

As of December 312008
     
     
     2007Customer relationships
     $
     850,000
     
     $
     850,000Backlog
     
     350,000
     
     
     350,0001,200,000
     
     
     1,200,000Less accumulated amortization
     
     (1,200,000
     )
     
     (1,009,027
     )$
     -
     
     $
     190,973


Amortization expense for intangible assets amounted to $190,973 and $238,165 for the years ended December 31, 2008 and 2007, respectively.

F-13

---



During the year ended December 31, 2007, management determined that $101,354 of purchase price consideration originally recorded in July 2004 in connection with the TMG acquisition was not payable by the Company, as the performance-related conditions upon which payments were contingent were never satisfied. Accordingly, the Company extinguished the related liability of $101,354 and such amount is presented in the accompanying 2007 statement of operations as gain on debt extinguishment.

(5) Loan Payable

In October 2006, the Company entered into a $1,500,000 Loan and Security Agreement (the Loan Agreement) with Cambria Investment Fund L.P. (Cambria). Michael D. Vanderhoof, a director of the Company is a principal in Cambria. Under the Loan Agreement, (i) the Company could borrow up to $1,500,000, with the final $500,000 available only after February 15, 2007 (ii) cash is advanced in $50,000 increments to the Company by Cambria Investment Fund L.P. upon request, (iii) interest accrues daily upon any unpaid principal balance at the rate of twelve percent (12%) per annum, (iv) accrued interest is payable in full on a quarterly basis and (v) the outstanding principal balance is due and payable in full on October 22, 2007. Cambria holds a second priority security interest (subject to the first lien held by Laurus Master Fund, LTD) in all of the Companys supplies, accounts receivable, equipment, cash, deposit accounts, securities, intellectual property, chattel paper, general intangibles and instruments, now existing or hereafter arising, and all proceeds thereof. The Loan Agreement contains a provision whereby the conversion price to convert the Note to equity was set at $.46. Upon entering into this Loan Agreement Cambria earned the right to receive warrants to purchase up to 300,000 shares of the Companys common stock at $.46. Additionally Cambria will earn the right to receive warrants to purchase up to additional 450,000 shares at $.46, with 30,000 shares vesting for every multiple of $100,000 borrowed under the Loan Agreement. Through March 2008, the Company borrowed $745,000 under the Loan Agreement. This borrowing earned Cambria the right to receive warrants to purchase 210,000 shares. The fair value of the warrant for the 300,000 shares issued upon execution was $92,558. Such amount was recorded as a loan acquisition cost and will be amortized to interest expense over the life of the note. The fair value of the warrant for the 210,000 shares issued in connection with the borrowing was $71,086. In accordance with APB 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants, the Company has allocated a value of $71,086 to the warrants based on their relative fair value. Such amount was recorded as a discount against the carrying value of the note and will be amortized to interest expense over the life of the note. The fair value of the warrant was determined using the Black-Scholes option-pricing model, with the following assumptions: (i) no expected dividends; (ii) a risk free interest rate of 5.25%; (iii) expected volatility range of 79.05% to 79.52%; and (iv) an expected life of the warrants of five years. In lieu of exercising the warrant, Cambria may convert the warrant, in whole or in part, into a number of shares determined by dividing (a) the aggregate fair market value of the shares or other securities otherwise issuable upon exercise of the warrant minus the aggregate exercise price of such shares by (b) the fair market value of one share.

Effective July 2007, the Company restructured the Loan Agreement with Cambria Investment Fund L.P. extending the maturity date of the $745,000 outstanding balance to May 1, 2008 and extending the maturity date of the remaining unborrowed amount of $755,000 to December 31, 2008. In return, the Company paid administrative fees of $22,350, and agreed to immediately vest the remaining 240,000 unvested warrants under the original agreement and provide one additional warrant share for every two dollars of new borrowings against the $755,000. The exercise price of the additional warrants of $0.72 represents a 10% discount to the closing price of the Companys common stock on the effective date of the restructuring. The conversion price for the amount borrowed to date remains at $0.46 per share, and the conversion price for any new borrowings and unpaid interest would be $0.72 per share. In April 2008, the Company extended the maturity date of the $745,000 to July 1, 2008 with no other changes in the terms of the Loan Agreement.

In accordance with EITF 96-19, the Company determined that the July 2007 restructuring was considered a substantial modification in the terms of the existing debt and therefore should be accounted for in the same manner as an extinguishment of the existing debt and the creation of new debt and as a result the Company recorded a gain on extinguishment of debt of $199,951. In accordance with EITF 96-19, the new debt is initially recorded at fair value and that amount is used to determine debt extinguishment gain or loss to be recognized and the effective rate of the instrument. The fees paid by the Company including the warrants and the incremental change in the fair value of the embedded conversion option are also included in determining the debt extinguishment gain.

F-14

---



The Company determined that the fair value of the new loan payable was $252,293. The difference between the fair value of the new loan payable and the amount of the existing debt of $745,000, less unamortized loan acquisition costs of $36,927, unamortized loan discount costs of $85,149 was used in determining the gain on debt extinguishment. The Company determined the fair value of the new loan payable by looking to the remaining unborrowed $755,000 under the arrangement and allocating $363,622 to the fair value of the embedded conversion option and $129,086 to the fair value of the warrants issuable upon borrowing. Such amounts were determined using the Black Scholes option pricing model. The fair value of the loan payable will be accreted to its stated value through periodic charges to interest expense using the straight-line method, which approximates the effective interest method.

The fees that were paid by the Company and used to determine the debt extinguishment gain included the fair value of the warrant for the 240,000 shares issued in connection with the restructuring for $128,123 and the fair value of the modification of the terms that affected the embedded conversion option, calculated as the difference between the fair value of the embedded conversion option immediately before and after the modification, was $80,208.

The fair values were determined using the Black-Scholes option-pricing model, with the following assumptions: (i) no expected dividends; (ii) a risk free interest rate of 5.31%; (iii) expected volatility of 81.14%; and (iv) a term of 10 months for the embedded conversion option and 5 years for the warrants.

Interest charges associated with the Loan, including amortization of the discount, loan acquisition costs and accreted interest costs totaled $242,280 and $480,637 for the years ended December 31, 2008 and 2007, respectively.

On July 1, 2008, $372,500 of the principal balance of the loan and $14,900 of the interest due was converted to common stock with the remaining outstanding principal balance of $372,500, along with $7,450 of interest due, paid to Cambria in cash.

On December 31, 2008, the Loan expired thus ending the availability of the remaining unborrowed amount of $755,000.

(6) Note Payable

In April 2006, the Company entered into a $3,000,000 Fixed Price Convertible Note (the Note) agreement with Laurus Master Fund (LMF). The term of the Note is for three years at an interest rate of WSJ prime plus 2.0%. The Note is secured by all of the Company's cash, cash equivalents, accounts, accounts receivable, deposit accounts, supplies, equipment, goods, fixtures, documents, instruments, contract rights, general intangibles, chattel paper, supporting obligations, investment property, letter of credit rights and all intellectual property now existing or hereafter arising, and all proceeds thereof. The Note contains a provision whereby the fixed conversion price to convert the Note to equity was set at a premium to the average closing price of the Companys common stock for the 10 days prior to the closing of the transaction based on a tiered schedule. The first third of the investment amount has a fixed conversion price of $1.68, the next third has a fixed conversion price of $1.78, and the last third will has a fixed conversion price of $1.92. The Company shall reduce the principal Note by 1/60th per month starting 90 days after the closing, payable in cash or registered stock.

The Company has provided a first lien on all assets of the Company. The Company will have the option of redeeming any outstanding principal of the Note by paying to the LMF 120% of such amount, together with accrued but unpaid interest under this Note. LMF earned fees in the amount of 3.5% of the total investment amount at the time of closing. LMF also received a warrant to purchase 478,527 shares of the Companys common stock (the Warrant). The exercise price of the warrant is $1.96, representing a 120% premium to the average closing price of the Companys common stock for the 10 days prior to the closing of the transaction. The warrant has a term of seven years. In addition, the Company paid loan origination fees to LMF of $105,000. The Company filed a Registration Statement on Form SB-2 with the SEC for the purpose of registering for re-sale all shares of common stock underlying the Note and the Warrant. On August 15, 2006, such registration statement was declared effective by the SEC.

F-15

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The Company determined that the conversion feature embedded in the notes payable satisfied the definition of a conventional convertible instrument under the guidance provided in EITF 00-19 and EITF 05-02, as the conversion options value may only be realized by the holder by exercising the option and receiving a fixed number of shares. As such, the embedded conversion option in the notes payable qualifies for equity classification under EITF 00-19, qualifies for the scope exception of paragraph 11(a) of SFAS 133, and is not bifurcated from the host contract. The Company also determined that the warrants issued to LMF qualify for equity classification under the provisions of SFAS 133 and EITF 00-19. In accordance with the provisions of Accounting Principles Board Opinion No. 14, the Company allocated the net proceeds received in this transaction to each of the convertible debentures and common stock purchase warrants based on their relative estimated fair values. As a result, the Company allocated $2,739,320 to the convertible debentures and $260,680 to the common stock purchase warrants, which was recorded in additional paid-in-capital. In accordance with the consensus of EITF issues 98-5 and 00-27, management determined that the convertible debentures did not contain a beneficial conversion feature based on the effective conversion price after allocating proceeds of the convertible debentures to the common stock purchase warrants. The amounts recorded for the common stock purchase warrants are amortized as interest expense over the term of the convertible debentures.

Laurus Master Fund converted $126,000 and $168,000 of the amount due on the Note into 75,000 and 100,000 shares of common stock during the years ended December 31, 2008 and 2007, respectively.

Interest charges associated with the convertible debentures, including amortization of the discount and loan acquisition costs totaled $382,810 and $492,944 for the years ended December 31, 2008 and 2007, respectively.

(7) Warrants

Below is a summary of warrant activity during the years ended December 31, 2007 and 2008:

Numberof Shares
     
     WeightedAverageExercisePrice
     WeightedAverageRemainingTerm inYears
     
     AggregateIntrinsicValueOutstanding at January 1, 2007
     2,451,742
     
     $
     1.34
     4.44
     
     $
     65,650Granted in 2007
     717,500
     
     $
     0.60Exercised in 2007
     -
     
     $
     -Cancelled in 2007
     (121,555
     )
     $
     1.62Outstanding at December 31, 2007
     3,047,687
     
     $
     1.15Granted in 2008
     -
     
     $
     -Exercised in 2008
     (471,250
     )
     $
     .46Cancelled in 2008
     (406,233
     )
     $
     .72Outstanding at December 31, 2008
     2,170,204
     
     $
     1.37Warrants exercisable at December 31, 2007
     2,685,521
     
     $
     1.21
     3.96
     
     $
     1,655,457Warrants exercisable at December 31, 2008
     2,170,204
     
     $
     1.37
     2.50
     
     $
     159,088




F-16

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The following tables summarize information about warrants outstanding and exercisable at December 31, 2008:

$0.30 to $0.75
     878,750
     2.24
     $
     0.37
     878,750
     $
     0.37$1.02 to $1.90
     162,500
     1.90
     $
     1.80
     162,500
     $
     1.80$1.90 to $2.00
     941,041
     3.10
     $
     1.96
     941,041
     $
     1.96$2.00 to $2.75
     179,580
     1.18
     $
     2.36
     179,580
     $
     2.36$3.00 to $12.00
     8,333
     1.33
     $
     12.00
     8,333
     $
     12.00$0.30 to $12.00
     2,170,204
     2.50
     $
     1.37
     2,170,204
     $
     1.37


(8)  Stock Option Plans:

Effective June 15, 2000, the Company adopted the 2000 Stock Option Plan under which all employees may be granted options to purchase shares of the Companys authorized but unissued common stock. The maximum number of shares of the Companys common stock available for issuance under the Plan was 183,333 shares. Under the Plan, the option exercise price was equal to the fair market value of the Companys common stock at the date of grant. Options expire no later than 10 years from the grant date and generally vest within five years. In 2001, the Company elected to fully vest all outstanding options.

In October 2001, the Company approved the 2001 Stock Option Plan under which all employees may be granted options to purchase shares of the Companys authorized but unissued common stock. The maximum number of shares of the Companys common stock available for issuance under the Plan was 450,000 shares. Under the Plan, the option exercise price was equal to the fair market value of the Companys common stock at the date of grant. Options expire no later than 10 years from the grant date and generally vest within five years.

In May 2003, the shareholders approved the PeopleView, Inc. 2003 Stock Option Plan (the 2003 Plan). The 2003 Plan was the successor to the Companys existing 2000 Stock Option Plan and 2001 Stock Option Plan (together, the Predecessor Plans). The 2003 Plan became effective immediately upon stockholder approval at the Annual Meeting on May 15, 2003, and all outstanding options under the Predecessor Plans were incorporated into the 2003 Plan at that time. On May 15, 2003, 567,167 shares had been granted pursuant to the Predecessor Plans, with 66,166 shares available to grant. On May 15, 2003, shareholders approved 833,333 shares for the 2003 plan. Together with the Predecessor Plans, 899,500 shares were available to grant, and 567,167 had been granted. The Predecessor Plans terminated, and no further option grants will be made under the Predecessor Plans. However, all outstanding options under the Predecessor Plans continue to be governed by the terms and conditions of the existing option agreements for those grants except to the extent the Board or Compensation Committee elects to extend one or more features of the 2003 Plan to those options. Under the Plan, the option exercise price was equal to the fair market value of the Companys common stock at the date of grant. Options expire no later than 10 years from the grant date and generally vest within five years.

In May 2004, the shareholders approved the Auxilio, Inc. 2004 Stock Incentive Plan (the 2004 Plan). The 2004 Plan is the successor to the Companys existing 2000 Stock Option Plan, 2001 Stock Option Plan, and the 2003 Stock Option Plan (together, the Predecessor Plans). The 2004 Plan became effective immediately upon stockholder approval at the Annual Meeting on May 12, 2004, and all outstanding options under the Predecessor Plans were incorporated into the 2004 Plan at that time. On May 12, 2004, 714,750 shares had been granted pursuant to the Predecessor Plans, with 751,987 shares available to grant. On May 12, 2004, shareholders approved 2,000,000 shares for the 2004 plan. Together with the Predecessor Plans, 3,466,667 shares were available to grant, and 714,750 had been granted. The Predecessor Plans terminated, and no further option grants will be made under the Predecessor Plans. However, all outstanding options under the Predecessor Plans continue to be governed by the terms and conditions of the existing option agreements for those grants except to the extent the Board or Compensation Committee elects to extend one or more features of the 2004 Plan to those options. Under the Plan, the option exercise price is equal to the fair market value of the Companys common stock at the date of grant. Options expire no later than 10 years from the grant date and generally vest within five years.

F-17

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In May 2007, the shareholders approved the Auxilio, Inc. 2007 Stock Option Plan (the 2007 Plan). The 2007 Plan is the successor to the Companys existing 2000 Stock Option Plan, 2001 Stock Option Plan, the 2003 Stock Option Plan, and the 2004 Stock Incentive Plan (together, the Predecessor Plans). The 2007 Plan became effective immediately upon stockholder approval at the Annual Meeting on May 16, 2007, and all outstanding options under the Predecessor Plans were incorporated into the 2007 Plan at that time. On May 16, 2007, 2,890,147 shares had been granted pursuant to the Predecessor Plans, with 576,519 shares available to grant. On May 16, 2007, shareholders approved 1,003,334 shares for the 2007 plan. Together with the Predecessor Plans, 4,470,000 shares were available to grant, and 2,890,147 had been granted. The Predecessor Plans terminated, and no further option grants will be made under the Predecessor Plans. However, all outstanding options under the Predecessor Plans continue to be governed by the terms and conditions of the existing option agreements for those grants except to the extent the Board or Compensation Committee elects to extend one or more features of the 2007 Plan to those options. As of December 31, 2008, the remaining number of shares available for future grants under the 2007 Plan was 66,064 shares. Under the Plan, the option exercise price is equal to the fair market value of the Companys common stock at the date of grant. Options expire no later than 10 years from the grant date and generally vest within three years.

Additional information with respect to these Plans stock option activity is as follows:

Numberof Shares
     
     WeightedAverageExercisePrice
     WeightedAverageRemainingTerm inYears
     
     AggregateIntrinsicValueOutstanding at January 1, 2007
     2,182,648
     
     $
     1.39Granted in 2007
     2,293,000
     
     $
     0.90Exercised in 2007
     (12,500
     )
     $
     0.47Cancelled in 2007
     (205,500
     )
     $
     1.49Outstanding at December 31, 2007
     4,257,648
     
     $
     1.12
     8.20
     
     $
     2,335,007Granted in 2008
     238,500
     
     $
     1.68Exercised in 2008
     -
     
     $
     -Cancelled in 2008
     (110,962
     )
     $
     1.49Outstanding at December 31, 2008
     4,385,186
     
     $
     1.15
     7.30
     
     $
     2,335,007Options exercisable at December 31, 2007
     1,518,675
     
     $
     1.32
     6.48
     
     $
     679,922Options exercisable at December 31, 2008
     2,527,326
     
     $
     1.24
     6.47
     
     $
     20,960


The following table summarizes information about stock options outstanding and exercisable at December 31, 2008:

Range ofExercisePrices
     Number ofSharesOutstanding
     Weighted AverageRemaining inContractual Lifein Years
     OutstandingOptions WeightedAverage ExercisePrice
     Number ofOptionsExercisable
     ExercisableOptionsWeightedAverageExercise Price$0.30 to $0.75
     1,022,500
     7.90
     $
     0.53
     343,500
     $
     0.53$0.75 to $0.90
     928,330
     5.38
     $
     0.83
     848,385
     $
     0.83$1.02 to $1.84
     1,915,205
     8.22
     $
     1.37
     863,790
     $
     1.40$1.90 to $2.00
     444,818
     6.20
     $
     1.99
     427,318
     $
     2.00$2.00 to $2.75
     30,000
     9.68
     $
     2.15
     -
     $
     -$3.00 to$6.75
     44,333
     3.85
     $
     3.85
     44,333
     $
     3.85$0.30 to $6.75
     4,385,186
     7.30
     $
     1.15
     2,527,326
     $
     1.24


F-18

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(9)  Income Taxes

For the years ended December 31, 2008 and 2007, the components of income tax expense are as follows:

2008
     
     2007Current provision:Federal
     $
     4,238
     $
     2,997State
     
     51,653
     
     2,40055,891
     
     5,397Deferred benefit:Federal
     
     -
     
     -State
     
     -
     
     --
     
     -Income tax expense
     $
     55,891
     $
     5,397


Income tax provision amounted to $55,891 and $5,397 for the years ended December 31, 2008 and 2007, respectively (an effective rate of (120.2)% for 2008 and (16.1)% for 2007). A reconciliation of the provision for income taxes with amounts determined by applying the statutory U.S. federal income tax rate to income before income taxes is as follows:

2008
     
     
     2007Computed tax at federal statutory rate of 34%
     $
     (15,800
     )
     $
     11,400State taxes, net of federal benefit
     
     34,100
     
     
     1,600Non deductible items
     
     23,100
     
     
     50,978Other
     
     32,257
     
     
     (79,341
     )Change in valuation allowance
     
     (17,766
     )
     
     20,760$
     55,891
     
     $
     5,397


Realization of deferred tax assets is dependent on future earnings, if any, the timing and amount of which is uncertain. Accordingly, a valuation allowance, in an amount equal to the net deferred tax asset as of December 31, 2008 and 2007 has been established to reflect these uncertainties. As of December 31, 2008 and 2007, the net deferred tax asset before valuation allowances is approximately $4,578,000 and $4,451,000, respectively, for federal income tax purposes, and $935,000 and $831,000, respectively for state income tax purposes.

F-19

---



Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Companys deferred tax assets and liabilities are as follows:

2008
     
     
     2007Deferred tax assets:Allowance for doubtful accounts
     $
     -
     
     $
     12,200Accrued salaries/vacation
     
     93,200
     
     
     38,100Accrued equipment pool
     
     18,500
     
     
     19,400State taxes
     
     16,300
     
     
     1,100Stock options
     
     604,000
     
     
     535,400Net operating loss carryforwards
     
     4,993,600
     
     
     5,003,600Total deferred tax assets
     
     5,725,600
     
     
     5,609,800Deferred tax liabilities:Depreciation
     
     20,400
     
     
     33,000Amortization of intangibles
     
     1,500
     
     
     83,300Other
     
     190,700
     
     
     211,000Total deferred tax liabilities
     
     212,600
     
     
     327,300Net deferred assets before valuation allowance
     
     5,513,000
     
     
     5,282,500Valuation allowance
     
     (5,513,000
     )
     
     (5,282,500
     )Net deferred tax assets
     $
     -
     
     $
     -


At December 31, 2008, the Company has available unused net operating loss carryforwards of approximately $12,415,000 for federal and $8,739,000 for state that may be applied against future taxable income and that, if unused, expire beginning in 2013 through 2027.

Utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations provided by the Internal Revenue Code under section 382. The annual limitation may result in the expiration of net operating loss carryforwards before utilization.

Effective January 1, 2007, the Company adopted Financial Accounting Standards Interpretation, ("FIN No. 48"), Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement No. 109. FIN No. 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a company's income tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN No. 48 utilizes a two-step approach for evaluating uncertain tax positions accounted for in accordance with SFAS No. 109, Accounting for Income Taxes ("SFAS No. 109"). Step one, Recognition, requires a company to determine if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon IRS audit, including resolution of related appeals or litigation processes, if any. Step two, Measurement, is based on the largest amount of benefit, which is more likely than not to be realized upon ultimate settlement.

The Companys adoption of FIN No. 48 resulted in no adjustments to its financial statements for the year ended December 31, 2007.

The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of its provision for income taxes. As of December 31, 2008 and 2007, the Company had no accrual for payment of interest and penalties related to unrecognized tax benefits, nor were any amounts for interest or penalties recognized during the years ended December 31, 2008 and 2007.

F-20

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(10) Retirement Plan

The Company sponsors a 401(k) plan (the Plan) for the benefit of employees who are at least 21 years of age. The Companys management determines, at its discretion, the annual and matching contribution. The Company elected not to contribute to the Plan for the years ended December 31, 2008 and 2007.

(11) Commitments

Leases

The Company leases its Mission Viejo, California facility under a noncancellable operating lease. The lease expires in February 2010. Rent expense for the years ended December 31, 2008 and 2007 totaled $164,254 and $177,780, respectively. Future minimum lease payments under non-cancelable operating leases during subsequent years are as follows:

December 31
     
     Payments2009
     
     171,4702010
     
     28,690Total
     $
     200,160


Employment Agreements

In November of 2007, the Company entered in to a new employment agreement with Etienne Weidemann, to continue to serve as the Companys President and Chief Executive Officer effective January 1, 2008. The employment agreement has a term of two years, and provides for a base annual salary of $175,000 in year one and $190,000 in year two. Mr. Weidemann is also eligible to receive an annual bonus and periodic commissions if certain earnings and revenue targets are satisfied during the applicable fiscal year. The Company may terminate Mr. Weidemanns employment under this agreement without cause at any time on thirty days advance written notice, at which time Mr. Weidemann would receive severance pay for six months and be fully vested in all options and warrants granted to date. The foregoing descriptions of Mr. Weidemanns employment agreement is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to Form 10-QSB filed with the SEC on November 16, 2007.

Effective January 1, 2006, the Company entered in to an employment agreement with Etienne Weidemann, to serve as the Companys President and Chief Operating Officer. The employment agreement has a term of two years, and provides for a base annual salary of $175,000. Mr. Weidemann is also eligible to receive an annual bonus if certain earnings and revenue targets are satisfied during the applicable fiscal year. Upon execution of the Agreement, Mr. Weidemann received 80,000 options. The Company may terminate Mr. Weidemanns employment under this agreement without cause at any time on thirty days advance written notice, at which time Mr. Weidemann would receive severance pay for twelve months and be fully vested in all options and warrants granted to date. Mr. Weidemann was appointed Chief Executive Officer of the Company effective November 9, 2006. The terms of Mr. Weidemann employment are still governed by his current employment agreement. The foregoing descriptions of Mr. Weidemanns employment agreement is qualified in its entirety by reference to the full text of such agreement, which was filed as Exhibit 10.2 to the Companys Current Report on Form 8-K, filed with the SEC on March 22, 2006.

In November of 2007, the Company entered in to a new employment agreement with Paul T. Anthony, to continue to serve as the Companys Chief Financial Officer effective January 1, 2008. The employment agreement has a term of two years, and provides for a base annual salary of $170,000 in year one and $185,000 in year two. Mr. Anthony is also eligible to receive an annual bonus and periodic commissions if certain earnings and revenue targets are satisfied during the applicable fiscal year. The Company may terminate Mr. Anthonys employment under this agreement without cause at any time on thirty days advance written notice, at which time Mr. Anthony would receive severance pay for six months and be fully vested in all options and warrants granted to date. The foregoing descriptions of Mr. Anthonys employment agreement is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.2 to Form 10-QSB filed with the SEC on November 16, 2007.

F-21

---



Effective January 1, 2006, the Company entered into an employment agreement with Paul T. Anthony, to serve as the Companys Chief Financial Officer. The employment agreement has a term of two years, and provides for a base annual salary of $170,000. Mr. Anthony is also eligible to receive an annual bonus if certain earnings and revenue targets are satisfied during the applicable fiscal year. Upon execution of the agreement, Mr. Anthony received 75,000 options. The Company may terminate Mr. Anthonys employment under this agreement without cause at any time on thirty days advance written notice, at which time Mr. Anthony would receive severance pay for six months and be fully vested in all options and warrants granted to date. The foregoing descriptions of Mr. Anthonys employment agreement is qualified in its entirety by reference to the full text of such agreement, which was filed as Exhibit 10.3 to the Companys Current Report on Form 8-K, filed with the SEC on March 22, 2006.

In November of 2007, the Company entered in to an employment agreement with Jacques Terblanche, to serve as the Companys Chief Operations Officer effective January 1, 2008. Mr. Terblanche has been serving in this capacity for the last year as a consultant. The employment agreement has a term of two years, and provides for a base annual salary of $165,000 in year one and $180,000 in year two. Mr. Terblanche is also eligible to receive an annual bonus and periodic commissions if certain earnings and revenue targets are satisfied during the applicable fiscal year. The Company may terminate Mr. Terblanches employment under this agreement without cause at any time on thirty days advance written notice, at which time Mr. Terblanche would receive severance pay for six months and be fully vested in all options and warrants granted to date. The foregoing descriptions of Mr. Terblanches employment agreement are qualified in their entirety by reference to the full text of such agreement, which is filed as Exhibit 10.3 to Form 10-QSB filed with the SEC on November 16, 2007.

(12) ConcentrationsCash Concentrations

At times, cash balances held in financial institutions are in excess of federally insured limits. Management performs periodic evaluations of the relative credit standing of financial institutions and limits the amount of risk by selecting financial institutions with a strong credit standing.

Major Customers

For the year ended December 31, 2008, there were two customers that each generated at least 10% of the Companys revenues and these two customers represented a total of 54% of revenues. As of December 31, 2008, accounts receivable due from these customers total approximately $1,989,000.

For the year ended December 31, 2007, there were three customers that each generated at least 10% of the Companys revenues and these three customers represented a total of 73% of revenues. As of December 31, 2007, gross accounts receivable due from these customers total approximately $1,078,000.

(13) Related Party Transactions

In September 2006, the Company entered in to a consulting agreement with John D. Pace, a director, and Chairman of the Board to provide support to the Company in the capacity of Chief Strategy Officer. Mr. Pace was entitled to receive $6,000 per month through December 2007 for his services. In addition, Mr. Pace was entitled to receive cash commission at a rate of 1% of the gross proceeds of a sale for any business closed through introductions made by him through December 2007. The agreement terminated December 31, 2007. In November 2007, the Company entered into a revised consulting agreement with Mr. Pace. Under this revised agreement, Mr. Pace was entitled to receive only the $6,000 per month through December 2008 for his services. The agreement terminated December 31, 2008. Total cash compensation to Mr. Pace for the years ended December 31, 2007 and 2008 was $72,000 and $82,000, respectively.

F-22

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