----

----

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| [X] | ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|-----|--------------------------------------------------------------------------------|

| [ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|-----|------------------------------------------------------------------------------------|

| Nevada                                                         | 88-0350448                          |
|----------------------------------------------------------------|-------------------------------------|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. EmployerIdentification No.) |

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|  Large accelerated filer  o      |  Accelerated filer  o         |
|--------------------------------------------------------------------------|----------------------------------------------|
|  Non-accelerated filer  o                                 |  Smaller reporting company  x |

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AUXILIO, INC.

|     |                                                                                                               |  Page |
|----------|--------------------------------------------------------------------------------------------------------------------|------------|
|     |
| PART I   |                                                                                                               | 1          |
|     |                                                                                                               |       |
| ITEM 1.  | BUSINESS                                                                                                           | 1          |
|     |                                                                                                               |       |
| ITEM 1A. | RISK FACTORS                                                                                                       | 3          |
|     |                                                                                                               |       |
| ITEM 1B. | UNRESOLVED STAFF COMMENTS                                                                                          | 7          |
|     |                                                                                                               |       |
| ITEM 2.  | PROPERTIES                                                                                                         | 7          |
|     |                                                                                                               |       |
| ITEM 3.  | LEGAL PROCEEDINGS                                                                                                  | 8          |
|     |                                                                                                               |       |
| ITEM 4.  |  [REMOVED AND RESERVED]                                                                                       | 8          |
|     |                                                                                                               |       |
| PART II  |                                                                                                               | 8          |
|     |                                                                                                               |       |
| ITEM 5.  | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |  8    |
|     |                                                                                                               |       |
| ITEM 6.  | SELECTED FINANCIAL DATA                                                                                            | 9          |
|     |                                                                                                               |       |
| ITEM 7   | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        | 9          |
|     |                                                                                                               |       |
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                         | 14         |
|     |                                                                                                               |       |
| ITEM 8.  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                        | 14         |
|     |                                                                                                               |       |
| ITEM 9.  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                               | 14         |
|     |                                                                                                               |       |
| ITEM 9A. | CONTROLS AND PROCEDURES                                                                                            | 14         |
|     |                                                                                                               |       |
| ITEM 9B. | OTHER INFORMATION                                                                                                  | 15         |
|     |                                                                                                               |       |
| PART III | 15                                                                                                                 |
|     |                                                                                                               |       |
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                             | 15         |
|     |                                                                                                               |       |
| ITEM 11. | EXECUTIVE COMPENSATION                                                                                             | 15         |
|     |                                                                                                               |       |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                     | 15         |
|     |                                                                                                               |       |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE                                           | 15         |
|     |                                                                                                               |       |
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                                             | 15         |
|     |                                                                                                               |       |
| PART IV  |                                                                                                               | 16         |
|     |                                                                                                               |       |
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                                         | 16         |

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PART I

ITEM 1.  BUSINESS

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| ·   | We are entirely focused on the healthcare industry.  No other vendor/service provider has its entire business dedicated to solving issues within the healthcare industry with the expertise and knowledge base unmatched in the market. |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | We have a unique approach to providing fully outsourced print management programs.  Our program is completely outsourced and hospitals need only pay a single invoice.  We operate the print management process as a department in the hospital with full-time staff on-site.  In contrast, 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, which result in major delays in providing service and supplies to the hospitals. |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| ·   | By focusing solely on the hospital campus, we enjoy much lower turn-around times for service, greater up sell opportunities and a much deeper service relationship with the customer. |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | We are not restricted to any single equipment vendor, which allows us to bring the best hardware and software solutions to our customers.  Our approach is to use the best technology to provide a solution in the best manner possible without any prejudice as to equipment. |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | We maintain a daily connection with the hospital, which allows us to provide a detailed strategy and plan on equipment acquisitions saving the organization a great deal of time, effort and money in this process. |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

ITEM 1A.  RISK FACTORS

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| ·   | 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. |
|--------------------|--------------------------------------|

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| ·   | develop or enhance our service offerings; |
|--------------------|-------------------------------------------|

| ·   | take advantage of future opportunities; or |
|--------------------|--------------------------------------------|

| ·   | respond to customers and competition. |
|--------------------|---------------------------------------|

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| ·   | fluctuations in our quarterly revenues and earnings or those of our competitors; |
|--------------------|----------------------------------------------------------------------------------|

| ·   | variations 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. |
|--------------------|-------------------------------------------|

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ITEM 1B.  UNRESOLVED STAFF COMMENTS

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ITEM 3.  LEGAL PROCEEDINGS

PART II

|                                   | High                    | Low                     |
|----------------------------------------|-------------------------|-------------------------|
| Fiscal Year Ended December 31, 2011    |                    |                    |
| First Quarter (through March 29, 2011) | $   1.01 | $   0.70 |
|                                   |                    |                    |
| Fiscal Year Ended December 31, 2010    |                    |                    |
| First Quarter                          | $   1.23 | $   0.76 |
| Second Quarter                         | $   1.20 | $   0.90 |
| Third Quarter                          | $   1.25 | $   0.95 |
| Fourth Quarter                         | $   1.25 | $   0.66 |
|                                   |                    |                    |
| Fiscal Year Ended December 31, 2009    |                    |                    |
| First Quarter                          | $   0.90 | $   0.40 |
| Second Quarter                         | $   1.15 | $   0.65 |
| Third Quarter                          | $   0.75 | $   0.41 |
| Fourth Quarter                         | $   0.90 | $   0.50 |

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| Plan                                                            | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuances Under Plans (excluding securities reflected in column (a)) |
|-----------------------------------------------------------------|---------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------|
|                                                            | (a)                                                                                         | (b)                                                                         | (c)                                                                                                                      |
| Equity compensation plans approved by security holders (1):     | 5,265,251                                                                                   | $1.01                                                                       | 704,749                                                                                                                  |
| Equity compensation plans not approved by security holders (2): | 3,362,708                                                                                   | $1.36                                                                       | -                                                                                                                        |
| Total                                                           | 8,627,959                                                                                   |                                                                        | 704,749                                                                                                                  |

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| (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, as amended. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | From time to time and at the discretion of our Board of Directors, we may issue warrants, stock options or other forms of equity incentives to our key individuals or officers as performance based compensation.  We have also issued warrants another company in connection with a joint marketing agreement. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

ITEM 6.  SELECTED FINANCIAL DATA

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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|             |   | Payments Due by Period |    |
|------------------|--------|------------------------|---------|
|             |   | Total                  |    |   | Within 1 year |   |   | Year2-3 |   |   | Year 4-5 |   |   | More than 5 years |   |
| Long-term debt   |   | $                      | -       |   |   | $ | - |   |   | $ | - |   |   | $ | - |   |   | $ | - |   |
| Capital leases   |   |                   | 134,220 |   |   |   | 51,587 |   |   |   | 82,633 |   |   |   | - |   |   |   | - |   |
| Operating leases |   |                   | 730,168 |   |   |   | 122,150 |   |   |   | 317,316 |   |   |   | 290,702 |   |   |   | - |   |
| Total            |   | $                      | 864,388 |   |   | $ | 173,737 |   |   | $ | 399,949 |   |   | $ | 290,702 |   |   | $ | - |   |

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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ITEM 9B.  OTHER INFORMATION

PART III

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PART IV

|                                                                                                 | Page   |
|------------------------------------------------------------------------------------------------------|--------|
|                                                                                                 |   |
| Report of Independent Registered Public Accounting Firm                                              | F-1    |
| Consolidated Balance Sheets as of December 31, 2010 and 2009                                         | F-2    |
| Consolidated Statements of Operations for the years ended December 31, 2010 and 2009                 | F-3    |
| Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2010 and 2009 | F-4    |
| Consolidated Statements of Cash Flows for the years ended December 31, 2010 and 2009                 | F-5    |
| Notes to Consolidated Financial Statements                                                           | F-7    |

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| AUXILIO, INC. AND SUBSIDIARIES                                                                                                                                                                   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| CONSOLIDATED BALANCE SHEETS                                                                                                                                                                      |
|                                                                                                                                                                                             |   |   |   |
|                                                                                                                                                                                             |   |   |   |
|                                                                                                                                                                                             |   | As of December 31, |   |
|                                                                                                                                                                                             |   | 2010 |   |   | 2009 |   |
| ASSETS                                                                                                                                                                                           |   |   |   |   |   |   |
| Current assets:                                                                                                                                                                                  |   |   |   |   |   |   |
| Cash and cash equivalents                                                                                                                                                                        |   | $ | 2,249,907 |   |   | $ | 1,781,586 |   |
| Accounts receivable, net                                                                                                                                                                         |   |   | 1,160,251 |   |   |   | 1,397,598 |   |
| Prepaid and other current assets                                                                                                                                                                 |   |   | 331,483 |   |   |   | 93,246 |   |
| Supplies                                                                                                                                                                                         |   |   | 687,845 |   |   |   | 537,170 |   |
| Total current assets                                                                                                                                                                             |   |   | 4,429,486 |   |   |   | 3,809,600 |   |
|                                                                                                                                                                                             |   |   |   |   |   |   |   |   |
| Property and equipment, net                                                                                                                                                                      |   |   | 234,975 |   |   |   | 277,704 |   |
| Deposits                                                                                                                                                                                         |   |   | 28,013 |   |   |   | 43,792 |   |
| Goodwill                                                                                                                                                                                         |   |   | 1,517,017 |   |   |   | 1,517,017 |   |
| Total assets                                                                                                                                                                                     |   | $ | 6,209,491 |   |   | $ | 5,648,113 |   |
|                                                                                                                                                                                             |   |   |   |   |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                       |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                             |   |   |   |   |   |   |   |   |
| Current liabilities:                                                                                                                                                                             |   |   |   |   |   |   |   |   |
| Accounts payable and accrued expenses                                                                                                                                                            |   | $ | 2,538,828 |   |   | $ | 1,246,880 |   |
| Accrued compensation and benefits                                                                                                                                                                |   |   | 772,532 |   |   |   | 554,702 |   |
| Deferred revenue                                                                                                                                                                                 |   |   | 255,802 |   |   |   | 349,271 |   |
| Current portion of capital lease obligations                                                                                                                                                     |   |   | 41,776 |   |   |   | 3,835 |   |
| Total current liabilities                                                                                                                                                                        |   |   | 3,608,938 |   |   |   | 2,154,688 |   |
|                                                                                                                                                                                             |   |   |   |   |   |   |   |   |
| Capital lease obligations less current portion                                                                                                                                                   |   |   | 79,524 |   |   |   | 17,537 |   |
|                                                                                                                                                                                             |   |   |   |   |   |   |   |   |
| Commitments and contingencies                                                                                                                                                                    |   |   | - |   |   |   | - |   |
|                                                                                                                                                                                             |   |   |   |   |   |   |   |   |
| Stockholders’ equity:                                                                                                                                                                      |   |   |   |   |   |   |   |   |
| Common stock, par value at $0.001, 33,333,333 shares authorized, 19,336,651 shares issued and outstanding at December 31, 2010 and 19,040,401 shares issued and outstanding at December 31, 2009 |   |   | 19,338 |   |   |   | 19,042 |   |
| Additional paid-in capital                                                                                                                                                                       |   |   | 20,417,584 |   |   |   | 19,803,021 |   |
| Accumulated deficit                                                                                                                                                                              |   |   | (17,915,893 | ) |   |   | (16,346,175 | ) |
| Total stockholders’ equity                                                                                                                                                                 |   |   | 2,521,029 |   |   |   | 3,475,888 |   |
| Total liabilities and stockholders’ equity                                                                                                                                                 |   | $ | 6,209,491 |   |   | $ | 5,648,113 |   |

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|                                                  |   | Year Ended December 31, |       |
|-------------------------------------------------------|--------|-------------------------|------------|
|                                                  |   | 2010                    |       |   | 2009 |   |
| Net revenues                                          |   | $                       | 15,407,552 |   |   | $ | 15,982,456 |   |
| Cost of revenues                                      |   |                    | 12,532,193 |   |   |   | 11,934,706 |   |
| Gross profit                                          |   |                    | 2,875,359  |   |   |   | 4,047,750 |   |
| Operating expenses:                                   |   |                    |       |   |   |   |   |   |
| Sales and marketing                                   |   |                    | 1,566,137  |   |   |   | 1,323,399 |   |
| General and administrative expenses                   |   |                    | 2,861,844  |   |   |   | 2,663,827 |   |
| Total operating expenses                              |   |                    | 4,427,981  |   |   |   | 3,987,226 |   |
| (Loss) income from operations                         |   |                    | (1,552,622 | ) |   |   | 60,524 |   |
| Other income (expense):                               |   |                    |       |   |   |   |   |   |
| Interest expense                                      |   |                    | (6,918     | ) |   |   | (96,747 | ) |
| Interest income                                       |   |                    | 1,301      |   |   |   | 1,637 |   |
| Gain on sale of property and equipment                |   |                    | -          |   |   |   | 1,860 |   |
| Total other income (expense)                          |   |                    | (5,617     | ) |   |   | (93,250 | ) |
|                                                  |   |                    |       |   |   |   |   |   |
| Loss before provision for income taxes                |   |                    | (1,558,239 | ) |   |   | (32,726 | ) |
| Income tax expense                                    |   |                    | 11,479     |   |   |   | 2,974 |   |
| Net loss                                              |   | $                       | (1,569,718 | ) |   | $ | (35,700 | ) |
|                                                  |   |                    |       |   |   |   |   |   |
| Net loss per share:                                   |   |                    |       |   |   |   |   |   |
| Basic                                                 |   | $                       | (0.08      | ) |   | $ | (0.00 | ) |
| Diluted                                               |   | $                       | (0.08      | ) |   | $ | (0.00 | ) |
|                                                  |   |                    |       |   |   |   |   |   |
| Number of weighted average shares outstanding – |   |                    |       |   |   |   |   |   |
| Basic                                                 |   |                    | 19,226,357 |   |   |   | 18,572,127 |   |
| Diluted                                               |   |                    | 19,226,357 |   |   |   | 18,572,127 |   |

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|                                                                                     |   | Common Stock |       |   |   |   |   |                       |   |    |                |   |
|------------------------------------------------------------------------------------------|--------|--------------|------------|--------|--------|--------|--------|----------------------------|--------|---------|---------------------|--------|
|                                                                                     |   | Shares       |       |   | Amount |   |   | Additional Paid-in Capital |   |    | Accumulated Deficit |   |   | Total Stockholders’ Equity |   |
| Balance at January 1, 2009                                                               |   |         | 17,623,734 |   |   |   | 17,625 |                       |   | $  | 18,490,632          |   |   | $ | (16,310,475 | ) |   | $ | 2,197,782 |   |
| Stock compensation expense for options and warrants granted to employees and consultants |   |         | -          |   |   |   | -      |                       |   |    | 471,998             |   |   |   | - |   |   |   | 471,998 |   |
| Fair value of warrants issued for marketing services                                     |   |         | -          |   |   |   | -      |                       |   |    | 76,807              |   |   |   | - |   |   |   | 76,807 |   |
| Common stock issued in private placement, net of offering costs of $85,000               |   |         | 1,416,667  |   |   |   | 1,417  |                       |   |    | 763,584             |   |   |   | - |   |   |   | 765,001 |   |
| Net loss                                                                                 |   |         | -          |   |   |   | -      |                       |   |    | -                   |   |   |   | (35,700 | ) |   |   | (35,700 | ) |
| Balance at December 31, 2009                                                             |   |         | 19,040,401 |   |   |   | 19,042 |                       |   |    | 19,803,021          |   |   |   | (16,346,175 | ) |   |   | 3,475,888 |   |
| Common stock issued                                                                      |   |         | 296,250    |   |   |   | 296    |                       |   |    | 161,154             |   |   |   | - |   |   |   | 161,450 |   |
| Stock compensation expense for options and warrants granted to employees and consultants |   |         | -          |   |   |   | -      |                       |   |    | 363,248             |   |   |   | - |   |   |   | 363,248 |   |
| Fair value of warrants issued for marketing services                                     |   |         | -          |   |   |   | -      |                       |   |    | 90,161              |   |   |   | - |   |   |   | 90,161 |   |
| Net loss                                                                                 |   |         | -          |   |   |   | -      |                       |   |    | -                   |   |   |   | (1,569,718 | ) |   |   | (1,569,718 | ) |
| Balance at December 31, 2010                                                             |   |         | 19,336,651 |   |   | $      | 19,338 |                       |   | $       | 20,417,584          |   |   | $ | (17,915,893 | ) |   | $ | (2,521,029 | ) |

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|                                                                                     |   | Year Ended December 31, |       |
|------------------------------------------------------------------------------------------|--------|-------------------------|------------|
|                                                                                     |   | 2010                    |       |   | 2009 |   |
| Cash flows provided by operating activities:                                             |   |                    |       |   |   |   |
| Net loss                                                                                 |   | $                       | (1,569,718 | ) |   | $ | (35,700 | ) |
| Adjustments to reconcile net loss to net cash provided by operating activities:          |   |                    |       |   |   |   |   |   |
| Depreciation and amortization                                                            |   |                    | 250,252    |   |   |   | 169,822 |   |
| Interest expense related to amortization of warrants issued with loans                   |   |                    | -          |   |   |   | 23,412 |   |
| Interest expense related to amortization of loan acquisition costs                       |   |                    | -          |   |   |   | 44,431 |   |
| Stock compensation expense for options and warrants granted to employees and consultants |   |                    | 363,248    |   |   |   | 471,998 |   |
| Fair value of warrants issued for marketing services                                     |   |                    | 90,161     |   |   |   | 76,807 |   |
| Changes in operating assets and liabilities:                                             |   |                    |       |   |   |   |   |   |
| Accounts receivable                                                                      |   |                    | 237,347    |   |   |   | 2,804,091 |   |
| Prepaid and other current assets                                                         |   |                    | (238,237   | ) |   |   | (59,604 | ) |
| Supplies                                                                                 |   |                    | (150,675   | ) |   |   | 208,037 |   |
| Deposits                                                                                 |   |                    | 15,779     |   |   |   | (15,002 | ) |
| Accounts payable and accrued expenses                                                    |   |                    | 1,291,948  |   |   |   | (1,989,128 | ) |
| Accrued compensation and benefits                                                        |   |                    | 217,830    |   |   |   | (107,961 | ) |
| Deferred revenue                                                                         |   |                    | (93,469    | ) |   |   | (140,292 | ) |
| Net cash provided by operating activities                                                |   |                    | 414,466    |   |   |   | 1,450,911 |   |
| Cash flows (used for) investing activities:                                              |   |                    |       |   |   |   |   |   |
| Purchases of property and equipment                                                      |   |                    | (88,240    | ) |   |   | (292,816 | ) |
| Net cash (used for) investing activities                                                 |   |                    | (88,240    | ) |   |   | (292,816 | ) |
| Cash flows provided by (used for) financing activities:                                  |   |                    |       |   |   |   |   |   |
| Net proceeds from issuance of common stock                                               |   |                    | 161,450    |   |   |   | 765,001 |   |
| Repayments on convertible note payable                                                   |   |                    | -          |   |   |   | (1,332,000 | ) |
| Payments on capital leases                                                               |   |                    | (19,355    | ) |   |   | (7,636 | ) |
| Net cash provided by (used for) financing activities                                     |   |                    | 142,095    |   |   |   | (574,635 | ) |
| Net increase in cash and cash equivalents                                                |   |                    | 468,321    |   |   |   | 583,460 |   |
| Cash and cash equivalents, beginning of year                                             |   |                    | 1,781,586  |   |   |   | 1,198,126 |   |
| Cash and cash equivalents, end of year                                                   |   | $                       | 2,249,907  |   |   | $ | 1,781,586 |   |

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|                                                    |   | Year Ended December 31, |    |
|---------------------------------------------------------|--------|-------------------------|---------|
|                                                    |   | 2010                    |    |   | 2009 |   |
| Supplemental disclosure of cash flow information:       |   |                    |    |   |   |   |
| Interest paid                                           |   | $                       | 6,918   |   |   | $ | 28,571 |   |
| Income tax paid                                         |   | $                       | 19      |   |   | $ | 85,050 |   |
|                                                    |   |                    |    |   |   |   |   |   |
| Non-cash investing and financing activities:            |   |                    |    |   |   |   |   |   |
| Disposition of fully depreciated property and equipment |   | $                       | -       |   |   | $ | 131,295 |   |
| Property and equipment acquired through capital leases  |   | $                       | 119,283 |   |   | $ | 25,096 |   |

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|                                   |   | Year Ended December 31, |
|----------------------------------------|--------|-------------------------|
|                                   |   | 2010                    |   |   | 2009 |
| Cost of revenues                       |   | $                       | 164,978 |   |   | $ | 98,610 |
| Sales and marketing                    |   |                    | 17,016 |   |   |   | 68,436 |
| General and administrative expenses    |   |                    | 181,254 |   |   |   | 304,952 |
| Total stock based compensation expense |   | $                       | 363,248 |   |   | $ | 471,998 |

|                                | 2010             |   | 2009              |
|-------------------------------------|------------------|--------|-------------------|
| Risk-free interest rate             | 0.12% to 0.21%   |   | 0.10% to 0.22%    |
| Expected volatility of common stock | 81.59% to 87.94% |   | 77.92% to 101.65% |
| Dividend yield                      | 0%               |   | 0%                |
| Expected life of options            | 3 years          |   | 3 years           |

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|                                                 |   | Year Ended December 31, |       |
|------------------------------------------------------|--------|-------------------------|------------|
|                                                 |   | 2010                    |       |   | 2009 |   |
| Numerator:                                           |   |                    |       |   |   |   |
| Net loss                                             |   | $                       | (1,569,718 | ) |   | $ | (35,700 | ) |
|                                                 |   |                    |       |   |   |   |   |   |
| Denominator:                                         |   |                    |       |   |   |   |   |   |
| Denominator for basic calculation weighted averages  |   |                    | 19,226,357 |   |   |   | 18,572,127 |   |
|                                                 |   |                    |       |   |   |   |   |   |
| Dilutive common stock equivalents:                   |   |                    |       |   |   |   |   |   |
| Options and warrants                                 |   |                    | -          |   |   |   | - |   |
| Denominator for diluted calculation weighted average |   |                    | 19,226,357 |   |   |   | 18,572,127 |   |
|                                                 |   |                    |       |   |   |   |   |   |
| Net loss per share:                                  |   |                    |       |   |   |   |   |   |
| Basic net loss per share                             |   | $                       | (.08       | ) |   | $ | (.00 | ) |
| Diluted net loss per share                           |   | $                       | (.08       | ) |   | $ | (.00 | ) |

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|                            |   | As of December 31, |      |
|---------------------------------|--------|--------------------|-----------|
|                            |   | 2010               |      |   | 2009 |   |
| Trade                           |   | $                  | 1,160,251 |   |   | $ | 1,397,598 |   |
| Allowance for doubtful accounts |   |               | -         |   |   |   | - |   |
|                            |   | $                  | 1,160,251 |   |   | $ | 1,397,598 |   |

|                                           |   | As of December 31, |      |
|------------------------------------------------|--------|--------------------|-----------|
|                                           |   | 2010               |      |   | 2009 |   |
| Furniture and fixtures                         |   | $                  | 59,114    |   |   | $ | 48,856 |   |
| Computers and office equipment                 |   |               | 584,673   |   |   |   | 398,484 |   |
| Fleet equipment                                |   |               | 389,333   |   |   |   | 378,259 |   |
| Leasehold improvements                         |   |               | -         |   |   |   | 25,202 |   |
|                                           |   |               | 1,033,120 |   |   |   | 850,801 |   |
| Less accumulated depreciation and amortization |   |               | (798,145  | ) |   |   | (573,097 | ) |
|                                           |   | $                  | 234,975   |   |   | $ | 277,704 |   |

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|                                      |   | Number of Shares |      |   | Weighted Average Exercise Price |   |   | Weighted Average Remaining Term in Years |   |   | Aggregate Intrinsic Value |   |
|-------------------------------------------|--------|------------------|-----------|--------|---------------------------------|--------|--------|------------------------------------------|--------|--------|---------------------------|--------|
| Outstanding at January 1, 2009            |   |             | 2,170,204 |   |                            | $      | 1.37   |                                     |   |   |                      |   |   |   |
| Granted in 2009                           |   |             | 2,141,667 |   |                            | $      | 1.50   |                                     |   |   |                      |   |   |   |
| Exercised in 2009                         |   |             | -         |   |                            | $      | -      |                                     |   |   |                      |   |   |   |
| Cancelled in 2009                         |   |             | (330,000  | )      |                            | $      | 1.95   |                                     |   |   |                      |   |   |   |
| Outstanding at December 31, 2009          |   |             | 3,981,871 |   |                            | $      | 1.39   |                                     |   |   |                      |   |   |   |
| Granted in 2010                           |   |             | -         |   |                            | $      | -      |                                     |   |   |                      |   |   |   |
| Exercised in 2010                         |   |             | (268,750  | )      |                            | $      | .54    |                                     |   |   |                      |   |   |   |
| Cancelled in 2010                         |   |             | (350,413  | )      |                            | $      | 2.33   |                                     |   |   |                      |   |   |   |
| Outstanding at December 31, 2010          |   |             | 3,362,708 |   |                            | $      | 1.36   |                                     |   |   | 2.57                      |   |   | $ | 371,083 |   |
|                                      |   |             |      |   |                            |   |   |                                     |   |   |                      |   |   |   |   |   |
| Warrants exercisable at December 31, 2010 |   |             | 1,687,708 |   |                            | $      | 1.23   |                                     |   |   | 2.57                      |   |   | $ | 371,083 |   |

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| Range ofExercise Prices |           |   | Number of Shares Outstanding |   |      | Weighted Average Remaining in Contractual Lifein Years |   |   | Outstanding Warrants Weighted Average Exercise Price |   |   | Number of Warrants Exercisable |   |   | Exercisable Warrants Weighted Average Exercise Price |   |
|-------------------------|----------------|--------|------------------------------|--------|-----------|--------------------------------------------------------|--------|--------|------------------------------------------------------|--------|--------|--------------------------------|--------|--------|------------------------------------------------------|--------|
|                    | $0.30 to $0.75 |   |                         |   | 751,667   |                                                   |   |   | 2.44                                                 |   |   | $                              | 0.52   |   |                                                 |   | 751,667 |   |   | $ | 0.52 |   |
|                    | $.91 to $1.84  |   |                         |   | 2,000,000 |                                                   |   |   | 3.42                                                 |   |   | $                              | 1.50   |   |                                                 |   | 325,000 |   |   | $ | 1.50 |   |
|                    | $1.85 to $2.00 |   |                         |   | 611,041   |                                                   |   |   | 2.27                                                 |   |   | $                              | 1.96   |   |                                                 |   | 611,041 |   |   | $ | 1.96 |   |
|                    | $0.30 to $2.00 |   |                         |   | 3,362,708 |                                                   |   |   | 2.57                                                 |   |   | $                              | 1.36   |   |                                                 |   | 1,687,708 |   |   | $ | 1.23 |   |

| (6) | Stock Option Plans |
|-----|--------------------|

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|                                     |   | Number of Shares |      |   | Weighted Average Exercise Price |   |   | Weighted Average Remaining Term in Years |   |   | Aggregate Intrinsic Value |   |
|------------------------------------------|--------|------------------|-----------|--------|---------------------------------|--------|--------|------------------------------------------|--------|--------|---------------------------|--------|
| Outstanding at January 1, 2009           |   |             | 4,385,186 |   |                            | $      | 1.15   |                                     |   |   |                      |   |   |   |
| Granted in 2009                          |   |             | 1,804,500 |   |                            | $      | 0.65   |                                     |   |   |                      |   |   |   |
| Exercised in 2009                        |   |             | -         |   |                            | $      | -      |                                     |   |   |                      |   |   |   |
| Cancelled in 2009                        |   |             | (963,491  | )      |                            | $      | 0.96   |                                     |   |   |                      |   |   |   |
| Outstanding at December 31, 2009         |   |             | 5,226,195 |   |                            | $      | 1.02   |                                     |   |   | 7.24                      |   |   | $ | 389,065 |   |
| Granted in 2010                          |   |             | 890,500   |   |                            | $      | 1.06   |                                     |   |   |                      |   |   |   |   |   |
| Exercised in 2010                        |   |             | (27,500   | )      |                            | $      | .56    |                                     |   |   |                      |   |   | $ | 12,176 |   |
| Cancelled in 2010                        |   |             | (870,286  | )      |                            | $      | 1.11   |                                     |   |   |                      |   |   |   |   |   |
| Outstanding at December 31, 2010         |   |             | 5,218,909 |   |                            | $      | 1.01   |                                     |   |   | 6.87                      |   |   | $ | 885,081 |   |
|                                     |   |             |      |   |                            |   |   |                                     |   |   |                      |   |   |   |   |   |
| Options exercisable at December 31, 2010 |   |             | 3,353,075 |   |                            | $      | 1.08   |                                     |   |   | 5.69                      |   |   | $ | 533,330 |   |

| Range ofExercise Prices |           |   | Number of Shares Outstanding |   |      | Weighted Average Remaining in Contractual Lifein Years |   |   | Outstanding Warrants Weighted Average Exercise Price |   |   | Number of Options Exercisable |   |   | Exercisable Options Weighted Average Exercise Price |   |
|-------------------------|----------------|--------|------------------------------|--------|-----------|--------------------------------------------------------|--------|--------|------------------------------------------------------|--------|--------|-------------------------------|--------|--------|-----------------------------------------------------|--------|
|                    | $0.30 to $0.75 |   |                         |   | 1,507,500 |                                                   |   |   | 7.32                                                 |   |   | $                             | 0.57   |   |                                                |   | 904,667 |   |   | $ | 0.55 |   |
|                    | $0.75 to $0.90 |   |                         |   | 1,099,331 |                                                   |   |   | 5.40                                                 |   |   | $                             | 0.81   |   |                                                |   | 825,387 |   |   | $ | 0.82 |   |
|                    | $0.91 to $1.84 |   |                         |   | 2,326,078 |                                                   |   |   | 7.55                                                 |   |   | $                             | 1.25   |   |                                                |   | 1,349,188 |   |   | $ | 1.36 |   |
|                    | $1.85 to $2.00 |   |                         |   | 245,000   |                                                   |   |   | 4.43                                                 |   |   | $                             | 1.99   |   |                                                |   | 242,833 |   |   | $ | 1.99 |   |
|                    | $2.00 to $2.75 |   |                         |   | 30,000    |                                                   |   |   | 7.68                                                 |   |   | $                             | 2.15   |   |                                                |   | 20,000 |   |   | $ | 2.15 |   |
|                    | $3.00 to $6.75 |   |                         |   | 11,000    |                                                   |   |   | 1.47                                                 |   |   | $                             | 6.41   |   |                                                |   | 11,000 |   |   | $ | 6.41 |   |
|                    | $0.30 to $6.75 |   |                         |   | 5,218,909 |                                                   |   |   | 6.87                                                 |   |   | $                             | 1.01   |   |                                                |   | 3,353,075 |   |   | $ | 1.08 |   |

|               |   | Year Ended December 31 |   |
|--------------------|--------|------------------------|--------|
|               |   | 2010                   |   |   | 2009 |   |
| Current provision: |   |                   |   |   |   |   |
| Federal            |   | $                      | 8,489  |   |   | $ | (7,235 | ) |
| State              |   |                   | 2,990  |   |   |   | 10,209 |   |
|               |   |                   | 11,479 |   |   |   | 2,974 |   |
| Deferred benefit:  |   |                   |   |   |   |   |   |   |
| Federal            |   |                   | -      |   |   |   | - |   |
| State              |   |                   | -      |   |   |   | - |   |
|               |   |                   | -      |   |   |   | - |   |
| Income tax expense |   | $                      | 11,479 |   |   | $ | 2,974 |   |

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|                                          |   | Year Ended December 31 |     |
|-----------------------------------------------|--------|------------------------|----------|
|                                          |   | 2010                   |     |   | 2009 |   |
| Computed tax at federal statutory rate of 34% |   | $                      | (532,888 | ) |   | $ | (11,127 | ) |
| State taxes, net of federal benefit           |   |                   | 1,973    |   |   |   | 6,738 |   |
| Non-deductible items                          |   |                   | 115,916  |   |   |   | 20,006 |   |
| Other                                         |   |                   | 4,910    |   |   |   | 129,728 |   |
| Change in valuation allowance                 |   |                   | 421,568  |   |   |   | (142,371 | ) |
|                                          |   | $                      | 11,479   |   |   | $ | 2,974 |   |

|                                           |   | Year Ended December 31 |       |
|------------------------------------------------|--------|------------------------|------------|
|                                           |   | 2010                   |       |   | 2009 |   |
| Deferred tax assets:                           |   |                   |       |   |   |   |
| Accrued salaries/vacation                      |   | $                      | 150,600    |   |   | $ | 106,800 |   |
| Depreciation                                   |   |                   | -          |   |   |   | 19,100 |   |
| Accrued equipment pool                         |   |                   | 27,700     |   |   |   | 17,400 |   |
| State taxes                                    |   |                   | 1,000      |   |   |   | 7,800 |   |
| Stock options                                  |   |                   | 667,800    |   |   |   | 636,000 |   |
| Net operating loss carryforwards               |   |                   | 5,577,700  |   |   |   | 5,100,100 |   |
| Total deferred tax assets                      |   |                   | 6,424,800  |   |   |   | 5,887,200 |   |
|                                           |   |                   |       |   |   |   |   |   |
| Deferred tax liabilities:                      |   |                   |       |   |   |   |   |   |
| Depreciation                                   |   |                   | 53,900     |   |   |   | - |   |
| Amortization of intangibles                    |   |                   | 7,900      |   |   |   | 9,300 |   |
| Other                                          |   |                   | 278,200    |   |   |   | 250,900 |   |
| Total deferred tax liabilities                 |   |                   | 340,000    |   |   |   | 260,200 |   |
|                                           |   |                   |       |   |   |   |   |   |
| Net deferred assets before valuation allowance |   |                   | 6,084,800  |   |   |   | 5,627,000 |   |
| Valuation allowance                            |   |                   | (6,084,800 | ) |   |   | (5,627,000 | ) |
| Net deferred tax assets                        |   | $                      | -          |   |   | $ | - |   |

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| December 31, |   | Payments |    |
|--------------|--------|----------|---------|
| 2011         |   | $        | 122,150 |   |
| 2012         |   |     | 156,611 |   |
| 2013         |   |     | 160,705 |   |
| 2014         |   |     | 164,800 |   |
| 2015         |   |     | 125,903 |   |
| Thereafter   |   |     | -       |   |
| Total        |   | $        | 730,169 |   |

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| 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 Company’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., incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on April 16, 2004.                        |
| 3.1    | Articles of Incorporation of the Company, as amended, incorporated by reference to Exhibit 3.1 to the Company’s Form 10-KSB filed on April 19, 2005.                                                                                                                    |
| 3.2    | Bylaws of the Company, incorporated by reference to Exhibit 2 to the Company’s Form 10-SB filed on October 1, 1999.                                                                                                                                                     |
| 4.1    | Subscription Agreement, dated 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 Company’s Form 8-K filed on January 24, 2002.                                               |
| 4.2    | Form of Subscription Agreement entered into between April 6, 2009 and April 15, 2009 with Michael Vanderhoof and Edward B. Case, incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on May 14, 2009..                                             |
| 10.1   | The Company’s 2001 Stock Option Plan, incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 filed on March 3, 2011.*                                                                                                                                 |
| 10.1.1 | Form of Stock Option Agreement under the Company’s 2001 Stock Option Plan, incorporated by reference to Exhibit 4.6 to the Company’s Form S-8 filed on March 3, 2011.*                                                                                            |
| 10.2   | The Company’s 2003 Stock Option Plan, incorporated by reference to Exhibit 4.2 to the Company’s Form S-8 filed on March 3, 2011.*                                                                                                                                 |
| 10.2.1 | Form of Stock Option Agreement under the 2003 Stock Option Plan, incorporated by reference to Exhibit 4.7 to the Company’s Form S-8 filed on March 3, 2011.*                                                                                                            |
| 10.3   | The Company’s 2004 Stock Option Plan, incorporated by reference to Exhibit 4.3 to the Company’s Form S-8 filed on March 3, 2011.*                                                                                                                                 |
| 10.3.1 | Form of Stock Option Agreement under the Company’s 2004 Stock Option Plan, incorporated by reference to Exhibit 4.8 to the Company’s Form S-8 filed on March 3, 2011.*                                                                                            |
| 10.4   | 2007 Stock Option Plan, incorporated by reference to Exhibit 4.4 to the Company’s Form S-8 filed on March 3, 2011.*                                                                                                                                                     |
| 10.5   | Amendment to 2007 Stock Option Plan, incorporated by reference to Exhibit 4.5 to the Company’s Form S-8 filed on March 3, 2011.*                                                                                                                                        |
| 10.5.1 | Form of 2007 Stock Option Agreement, incorporated by reference to Exhibit 4.9 to the Company’s Form S-8 filed on March 3, 2011.*                                                                                                                                        |
| 10.6   | 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 Company’s Form 8-K filed on April 2, 2004.                                                           |
| 10.7   | 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 Company’s Form 8-K/A filed on August 3, 2004.                   |
| 10.8   | Loan and Security Agreement between Auxilio, Inc. and Cambria Investment Fund, L.P., incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 28, 2005.                                                                                    |
| 10.9   | Loan and Security Agreement, dated October 25, 2006, by and between Auxilio, Inc. and Cambria Investment Fund, L.P., incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 27, 2006.                                                     |
| 10.10  | Amended and Restated Loan and Security Agreement, effective as of July 1, 2007 and dated August 13, 2007, by and between the Company and Cambria Investment Fund, L.P., incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 4, 2007. |
| 10.11  | Executive Employment Agreement, dated November 13, 2007, by and between the Company and Paul T. Anthony, Chief Financial Officer and Corporate Secretary, incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on November 16, 2007.*             |
| 10.12  | Amended and Restated Common Stock Purchase Warrant Agreement, dated March 19, 2009, by and between the Company and Etienne Weidemann, Chief Executive Officer, incorporated by reference to Exhibit 10.20 of the Company’s Form 10-K filed on March 27, 2009.           |

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| 10.13 | Amended and Restated Common Stock Purchase Warrant Agreement, dated March 19, 2009, by and between the Company and Joseph Flynn, former Chief Executive Officer, incorporated by reference to Exhibit 10.21 to the Company’s Form 10-K filed on March 27, 2009.                 |
|-------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.14 | Executive Employment Agreement, effective January 1, 2010, by and between the Company and Sasha Gala, Senior Vice President, Chief Operating Officer and Corporate Secretary, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K/A filed on January 12, 2010.* |
| 10.15 | Standard Office Lease Agreement, dated November 12, 2009, by and between the Company and Realty Associates Fund V L.P., incorporated by reference to Exhibit 10.15 to the Company’s Form 10-K filed on March 31, 2010.                                                          |
| 10.16 | Consulting Agreement, dated August 10, 2009, by and between John D. Pace and the Company, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 13, 2009.                                                                                         |
| 10.17 | Executive Employment Agreement, effective August 31, 2009, by and between the Company and Joseph Flynn, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 11, 2009.                                                                           |
| 10.18 | Form of Agent Warrant to Purchase Shares of Common Stock incorporated, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 24, 2002.                                                                                                           |
| 14    | Code of Ethics, incorporated by reference to Exhibit 14.1 to the Company’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 Company’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 Company’s Form 8-K/A filed on January 24, 2006.                                                                                                     |
| 21.1  | Subsidiaries.                                                                                                                                                                                                                                                                         |
| 23.1  | Consent of Haskell & White LLP, Independent Registered Public Accounting Firm.                                                                                                                                                                                                    |
| 24    | Power of Attorney (included on the Signature Page).                                                                                                                                                                                                                                   |
| 31.1  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).                                                                                                                                                                                            |
| 31.2  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).                                                                                                                                                                                            |
| 32.1  | Certification of CEO and CFO pursuant to 18 U.S.C. §1350 as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                     |

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| Signature                                                                                                                                              | Title                                                                  | Date      |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------|----------------|
| /s/ Joseph J. Flynn                Joseph J. Flynn                          | Chief Executive Officer(Principal Executive Officer and Director)           | March 30, 2011 |
| /s/ Paul T. Anthony              Paul T. Anthony                                      | Chief Financial Officer(Principal Financial Officer and Accounting Officer) | March 30, 2011 |
| /s/ Edward Case                     Edward Case    | Director                                                                    | March 30, 2011 |
| /s/ Michael Joyce                 Michael Joyce                   | Director                                                                    | March 30, 2011 |
| /s/ John D. Pace                     John D. Pace  | Director(Non-executive Chairman of the Board)                               | March 30, 2011 |

| /s/ Max Poll                            Max Poll  | Director | March 30, 2011 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|----------------|
| /s/ Mark St. Clare                   Mark St. Clare                                            | Director | March 30, 2011 |
| /s/ Michael Vanderhoof       Michael Vanderhoof                                                                                                            | Director | March 30, 2011 |

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| 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 Company’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., incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on April 16, 2004.                        |
| 3.1    | Articles of Incorporation of the Company, as amended, incorporated by reference to Exhibit 3.1 to the Company’s Form 10-KSB filed on April 19, 2005.                                                                                                                    |
| 3.2    | Bylaws of the Company, incorporated by reference to Exhibit 2 to the Company’s Form 10-SB filed on October 1, 1999.                                                                                                                                                     |
| 4.1    | Subscription Agreement, dated 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 Company’s Form 8-K filed on January 24, 2002.                                               |
| 4.2    | Form of Subscription Agreement entered into between April 6, 2009 and April 15, 2009 with Michael Vanderhoof and Edward B. Case, incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on May 14, 2009..                                             |
| 10.1   | The Company’s 2001 Stock Option Plan, incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 filed on March 3, 2011.*                                                                                                                                 |
| 10.1.1 | Form of Stock Option Agreement under the Company’s 2001 Stock Option Plan, incorporated by reference to Exhibit 4.6 to the Company’s Form S-8 filed on March 3, 2011.*                                                                                            |
| 10.2   | The Company’s 2003 Stock Option Plan, incorporated by reference to Exhibit 4.2 to the Company’s Form S-8 filed on March 3, 2011.*                                                                                                                                 |
| 10.2.1 | Form of Stock Option Agreement under the 2003 Stock Option Plan, incorporated by reference to Exhibit 4.7 to the Company’s Form S-8 filed on March 3, 2011.*                                                                                                            |
| 10.3   | The Company’s 2004 Stock Option Plan, incorporated by reference to Exhibit 4.3 to the Company’s Form S-8 filed on March 3, 2011.*                                                                                                                                 |
| 10.3.1 | Form of Stock Option Agreement under the Company’s 2004 Stock Option Plan, incorporated by reference to Exhibit 4.8 to the Company’s Form S-8 filed on March 3, 2011.*                                                                                            |
| 10.4   | 2007 Stock Option Plan, incorporated by reference to Exhibit 4.4 to the Company’s Form S-8 filed on March 3, 2011.*                                                                                                                                                     |
| 10.5   | Amendment to 2007 Stock Option Plan, incorporated by reference to Exhibit 4.5 to the Company’s Form S-8 filed on March 3, 2011.*                                                                                                                                        |
| 10.5.1 | Form of 2007 Stock Option Agreement, incorporated by reference to Exhibit 4.9 to the Company’s Form S-8 filed on March 3, 2011.*                                                                                                                                        |
| 10.6   | 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 Company’s Form 8-K filed on April 2, 2004.                                                           |
| 10.7   | 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 Company’s Form 8-K/A filed on August 3, 2004.                   |
| 10.8   | Loan and Security Agreement between Auxilio, Inc. and Cambria Investment Fund, L.P., incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 28, 2005.                                                                                    |
| 10.9   | Loan and Security Agreement, dated October 25, 2006, by and between Auxilio, Inc. and Cambria Investment Fund, L.P., incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 27, 2006.                                                     |
| 10.10  | Amended and Restated Loan and Security Agreement, effective as of July 1, 2007 and dated August 13, 2007, by and between the Company and Cambria Investment Fund, L.P., incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 4, 2007. |
| 10.11  | Executive Employment Agreement, dated November 13, 2007, by and between the Company and Paul T. Anthony, Chief Financial Officer and Corporate Secretary, incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on November 16, 2007.*             |

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| 10.12 | Amended and Restated Common Stock Purchase Warrant Agreement, dated March 19, 2009, by and between the Company and Etienne Weidemann, Chief Executive Officer, incorporated by reference to Exhibit 10.20 of the Company’s Form 10-K filed on March 27, 2009.                   |
|-------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.13 | Amended and Restated Common Stock Purchase Warrant Agreement, dated March 19, 2009, by and between the Company and Joseph Flynn, former Chief Executive Officer, incorporated by reference to Exhibit 10.21 to the Company’s Form 10-K filed on March 27, 2009.                 |
| 10.14 | Executive Employment Agreement, effective January 1, 2010, by and between the Company and Sasha Gala, Senior Vice President, Chief Operating Officer and Corporate Secretary, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K/A filed on January 12, 2010.* |
| 10.15 | Standard Office Lease Agreement, dated November 12, 2009, by and between the Company and Realty Associates Fund V L.P., incorporated by reference to Exhibit 10.15 to the Company’s Form 10-K filed on March 31, 2010.                                                          |
| 10.16 | Consulting Agreement, dated August 10, 2009, by and between John D. Pace and the Company, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 13, 2009.                                                                                         |
| 10.17 | Executive Employment Agreement, effective August 31, 2009, by and between the Company and Joseph Flynn, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 11, 2009.                                                                           |
| 10.18 | Form of Agent Warrant to Purchase Shares of Common Stock incorporated, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 24, 2002.                                                                                                           |
| 14    | Code of Ethics, incorporated by reference to Exhibit 14.1 to the Company’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 Company’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 Company’s Form 8-K/A filed on January 24, 2006.                                                                                                     |
| 21.1  | Subsidiaries.                                                                                                                                                                                                                                                                         |
| 23.1  | Consent of Haskell & White LLP, Independent Registered Public Accounting Firm.                                                                                                                                                                                                    |
| 24    | Power of Attorney (included on the Signature Page).                                                                                                                                                                                                                                   |
| 31.1  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).                                                                                                                                                                                            |
| 31.2  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).                                                                                                                                                                                            |
| 32.1  | Certification of CEO and CFO pursuant to 18 U.S.C. §1350 as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                     |

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