**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        DC 20549**
  **FORM
        10-K**
  (Mark
        One)
  **x**
              **ANNUAL
                  REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934**
 
 For
        the
        fiscal year ended December 31, 2007
  OR
  **o**
              **TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934**
 
 For
        the
        transition period from  to
  Commission
        File Number: **333-148657**
  **WIFIMED
        HOLDINGS COMPANY, INC.**
 **(Exact
        name of registrants as specified in its charters)**
  **Nevada**
              
              **58-2412118****(State
                  or other jurisdiction of incorporation or
                  organization)**
              
              **(I.R.S.
                  Employer Identification
                  No.)**
  **2000
                  RiverEdge Parkway**
                **St.
                  GL 100A**
                **Atlanta,
                  Georgia**
              
              **30328****(Address
                  of principal executive office)**
              
              **(Zip
                  Code)**
  **(770)
        919-7220**
 **(Registrants’
        telephone number, including area code)**
  **Securities
        registered pursuant to Section 12(b) of the Act: None**
  **Securities
        registered pursuant to Section 12(g) of the Act:**
 
 **Common
                  Stock: $.0001 Par Value**
              
              ******Warrants:
                  Class A Warrants, Class B Warrants****(Title
                  of Class)**
              
              **(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 o No x
 Indicate
        by check mark if the registrant is not required to file reports pursuant
        to
        Section 13 or Section 15(d) of the Act. Yes o 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.  ̈
  
  Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, a non-accelerated filer, or a smaller reporting company.
        See
        the definitions of “large accelerated filer,” “accelerated filer” and “smaller
        reporting company” in Rule 12b-2 of the Exchange Act.  (Check
        one):
  Large
                  accelerated filer
              o
              Accelerated
                  filer
              oNon-accelerated
                  filer
                (Do
                  not check if a smaller reporting company)
              o
              Smaller
                  reporting company
              x
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes o
        No x
 
 The
        aggregate market value of the 25,434,539 shares of common stock of the
        Registrant issued and outstanding as of June 29, 2007, the last business
        day of
        the registrant’s most recently completed second fiscal quarter, excluding
        4,422,995 shares of common stock held by affiliates of the Registrant was
        $28,365,584, based on market price of $1.35 per share.
 
 The
        number of shares of Registrant’s common stock outstanding as of April 10, 2008
        was 42,293,887 .
  
  **WIFIMED
        HOLDINGS COMPANY, INC.**
  **2007
        FORM 10-K ANNUAL REPORT**
  **TABLE
        OF CONTENTS**
 
 PART
                  IItem 1.
              Business
              4Item
                  1A.
              Risk
                  Factors
              11Item 2.
              Properties
              21Item 3.
              Legal
                  Proceedings
              21Item 4.
              Submission
                  Of Matters To A Vote Of Security Holders
              22PART
                    IIItem 
                  5.
              Market
                  For Common Equity And Related Matters
              22Item 
                  6.
              SelectedFinancialData
              23Item 
                  7.
              Management’sDiscussionAnd Analysis Of Financial Condition And Results Of
                  Operations.
              23Item 8.
              FinancialStatementsAnd Supplementary Data
              34Item 9.
              Changes
                  In And Disagreements With Accountants On Accounting And Financial
                  Disclosure
              34Item
                  9A(T).
              Controls
                  And Procedures
              35Item
                  9B.
              Other
                  Information
              36PART
                    IIIItem 10.
              Directors
                  And Executive Officers Of The Registrant
              37Item
                  11.
              Executive
                  Compensation
              41Item 12.
              Security
                  Ownership Of Certain Beneficial Owners And Management
              46Item 13.
              Certain
                  Relationships And Related Transactions
              49Item 14.
              Principal
                  Accountant Fees And Services
              49PART
                  IVItem 15.
              Exhibits
                  And Financial Statement Schedules
              51
 
 3
  **PART
        I**
  **ITEM
                1.**
              **BUSINESS******
  ***Statement
        Regarding Forward-Looking Disclosure***
  Certain
        statements contained in this report, including, without limitation, statements
        containing the words, "likely," "forecast," "project," "believe," "anticipate,"
        "expect," “plan,” “may,” “should,” and the negative or other variations of these
        words and other words of similar meaning, constitute "forward-looking
        statements" within the meaning of Section 27A of the Securities Act of 1933,
        as
        amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
        Such forward-looking statements involve known and unknown risks, uncertainties
        and other factors which may cause our actual results, performance or
        achievements to be materially different from any future results, performance,
        or
        achievements expressed or implied by such forward-looking statements. Given
        these uncertainties, readers are cautioned not to place undue reliance on
        such
        forward-looking statements. We disclaim any obligation to update any such
        factors or to announce publicly the results of any revision of the
        forward-looking statements contained or incorporated by reference herein
        to
        reflect future events or developments. In addition to the forward-looking
        statements contained in this report, the following forward-looking factors
        could
        cause our future results to differ materially from our forward-looking
        statements: competition, capital resources, credit resources, funding,
        government compliance and market acceptance of our products and services.
        We
        make these statements under the protection afforded by Section 27A of the
        Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
        Act of 1934, as amended.
  In
        this
        report, “we,” “us,” “our,” the “Company,” and “WiFiMed” refer to WiFiMed
        Holdings Company, Inc. and its wholly-owned subsidiaries as of December 31,
        2007, unless the context indicates otherwise. Our trademarks include
        EncounterPRO®, Tablet MD®, and C[caduceus] METM.
        Other trademarks, service marks and trade names referred to in this report,
        or
        documents incorporated or incorporated by reference herein or therein, are
        the
        property of their respective owners.
  **Overview**
  The
        Company provides information technology products and services to health care
        professionals and their businesses through its subsidiaries, WiFiMed, Inc.
        and
        EncounterPRO Healthcare Resources, Inc. (“EncounterPRO” or “EHRI”). Recently,
        the Company formed a third wholly-owned subsidiary, CyberMedx Medical Systems,
        Inc. (“CMS, Inc.”), a Georgia corporation, which acquired the assets of
        CyberMedx Medical Systems, LLC (”CMS, LLC”), a California corporation, on
        February 29, 2008, as disclosed in the Company’s Current Report on Form 8-K,
        filed with the SEC on March 6, 2008. The Company formed a fourth wholly-owned
        subsidiary, MS4AP, Inc., to acquire 100% of the securities of a specialty
        pharmacy company, as described in the Company’s Current Report filed on Form 8-K
        on January 29, 2008.
  4
  **History**
  WiFiMed
        Holdings Company, Inc. (the “Company”), formerly Bellacasa Productions, Inc., is
        a Nevada corporation.  Aquamer, Inc. was incorporated in Delaware on
        February 4, 2000 and was acquired by Bellacasa Productions, Inc. on January
        26,
        2005.  During 2005 and 2006 the Company, through its wholly-owned
        subsidiary, Aquamer, Inc., was solely a medical device company focused on
        the development and commercialization of three injectable biocompatible
        products.  However, the Company did not have cash flow or borrowing
        capacity sufficient to pay for the costs and fees of developing its Aquamer
        operations.  Having determined that it no longer had a ready means by which
        to fund future growth central to its business plan, the board of directors
        determined that it was in the Company's best interests to spin off its Aquamer
        subsidiary pursuant to a stock distribution.  In connection with the spin
        off, the Company entered into a merger agreement with WiFiMed, Inc.
  Effective
        March 5, 2007, the Company completed the distribution of the stock of the
        Company's wholly-owned subsidiary, Aquamer, Inc. to its shareholders of record
        on February 2, 2007.  Effective March 6, 2007, WiFiMed, Inc., the Company
        and a wholly-owned subsidiary of the Company completed an Agreement and Plan
        of
        Merger dated September 15, 2006 whereby a wholly-owned subsidiary of the
        Company
        merged with and into WiFiMed, Inc. with WiFiMed, Inc. remaining as the surviving
        corporation and as a wholly-owned subsidiary of the Company.  WiFiMed, Inc.
        began operations as WiFiMed, LLC, a Georgia limited liability company in
        November 2002. In exchange for all of the outstanding shares of WiFiMed,
        Inc.
        common stock, holders of WiFiMed, Inc. common stock received 24,672,607 shares
        of the Company representing approximately 86% of the outstanding shares of
        the
        Company on a fully diluted basis after giving effect to the merger and the
        reverse stock split discussed herein.  The 55 WiFiMed, Inc. security
        holders received an aggregate of 17,619,672 shares of the Company common
        stock
        and warrants and options exercisable to purchase an additional 3,210,588
        shares
        of the Company common stock in exchange for their interests in WiFiMed,
        Inc.  Options to purchase 3,842,356 shares of common stock were also issued
        under the 2006 Stock Incentive Plan.  The options and warrants issued under
        the 2006 Stock Option Plan and/or in connection with the merger effective
        March
        6, 2007 that remain outstanding as of April 10, 2008 (that is, those options
        and
        warrants that have not been exercised and have not expired) are exercisable
        at
        various prices ranging from $0.10 to $0.46 per share.  The shares of common
        stock issued pursuant to the merger contain the same rights, terms and
        preferences as the Company's currently issued and outstanding shares of common
        stock. For accounting purposes the consummation of these actions resulted
        in a
        reverse merger with WiFiMed, Inc. as the accounting acquirer and surviving
        operating entity.  Thus, the historical financial statements of the Company
        prior to the effective date of the Bellacasa merger were restated to be those
        of
        WiFiMed, Inc. The Company changed its name to WiFiMed Holdings Company, Inc.,
        and WiFiMed, Inc. became a wholly-owned subsidiary of WiFiMed Holdings Company,
        Inc.
  Effective
        October 1, 2007, EHRI, a newly-formed, wholly-owned subsidiary of the Company,
        acquired substantially all of the assets of JMJ Technologies, Inc. (“JMJ”),
        including its receivables, client relationships, employment relations and
        the
        source code of EncounterPRO EHR and related software. The Company paid to
        JMJ
        $25,000 cash; a promissory note in the principal amount of $475,000, payable
        in
        installments with a final payment in August, 2008 (secured by 500,000 shares
        of
        the Company’s common stock); 4,862,067 shares of the Company’s common stock
        (equivalent to 12.5% of the then-outstanding, fully diluted stock of the
        Company); and 1.6 million warrants to purchase common stock at one penny
        per
        share. EHRI is considered the accounting acquirer of the asset purchase by
        the
        Company.
 
 5
  **Historical
        Operations**
 **Aquamer,
        Inc.**
  Aquamer,
        Inc. was incorporated in Delaware on February 4, 2000 and was acquired by
        Bellacasa Productions, Inc. on January 26, 2005.  During 2005 and 2006, the
        Company was solely a medical device company focused on the development and
        commercialization of three injectable biocompatible products.
  **WiFiMed,
        Inc.**
  WiFiMed,
        Inc. began operations as WiFiMed, LLC, a Georgia limited liability company,
        in
        November 2002. WiFiMed, LLC entered into an Agreement and Plan of Merger
        with
        WiFiMed, Inc., a Delaware corporation, on December 17, 2004. Articles of
        merger
        were filed on or about March 21, 2006, at which time the merger became
        effective. On March 6, 2007, WiFiMed, Inc. completed a reverse merger with
        a
        wholly-owned subsidiary of Bellacasa Productions, Inc., (which changed its
        name
        to WiFiMed Holdings Company, Inc.), with WiFiMed, Inc. remaining as the
        surviving entity and wholly-owned subsidiary of WiFiMed Holdings Company,
        Inc.
        For accounting purposes the consummation of these actions resulted in a reverse
        merger with WiFiMed, Inc. as the accounting acquirer and surviving business
        entity. Thus, the historical financial statements of the Company prior to
        the
        effective date of the Bellacasa merger were restated to be those of WiFiMed,
        Inc.
  Tablet
        MD
        EHR, the principal software offering of WiFiMed, Inc., manages patient medical
        information, consultation notes, prescriptions, and other components of the
        medical chart through five proprietary technologies. Deployed on tablet PCs
        with
        wireless connectivity, Tablet MD EHR is designed to reduce medical errors,
        documentation time, overhead, and time spent filing insurance claims. With
        data
        collection screens that are configured to mimic each physician’s preferred forms
        and documentation processes, Tablet MD EHR personalizes (and thereby hastens)
        medical charting. Because Tablet MD EHR employs “thick client” technology, each
        tablet PC holds a copy of the chart data on the practice’s server, and each care
        provider can take the entire practice’s data with him or her untethered, without
        the need to connect wirelessly (or otherwise) to the server at the practice
        to
        add data. This transportability makes it easy for care providers to access
        patient data from office, hospital or home. WiFiMed has applied for three
        utility patents for Patient Workflow Process ("PWP"), Global Synchronization
        Technology ("GST"), and Cross Mapping Technology ("CMT"), with the U.S. Patent
        and Trademark Office, as well as some corresponding foreign patent
        applications.
  WiFiMed,
        Inc. encountered difficulties during the attempted implementation of Tablet
        MD
        EHR in late 2007 in an eleven-physician medical practice. That attempted
        deployment was terminated. The Company has suspended efforts to deploy Tablet
        MD
        EHR and is re-evaluating its business plan with respect to further development
        and deployment of Tablet MD EHR.
  WiFiMed,
        Inc. has experienced operating losses since its inception. Additional operating
        losses are anticipated for the foreseeable future.
  Governmental
        approval of software such as Tablet MD EHR is not legally required for
        distribution and sale. However, it may be that certification of an EHR system
        by
        the federally-financed Certification Commission for Healthcare Information
        Technology (“CCHIT,” www.cchit.org) may be necessary for market viability.
        WiFiMed, Inc. is not currently pursuing CCHIT certification for Tablet MD
        EHR.
  6
  **EncounterPRO
        Healthcare Resources, Inc.**
  On
        October 1, 2007, the Company’s newly-formed subsidiary, EncounterPRO Healthcare
        Resources, Inc. ("EHRI") acquired substantially all of the assets of JMJ
        Technologies, Inc., including its receivables, client relationships, employment
        relations, and the source code of EncounterPRO EHR and related software.
        JMJ has
        been in business since June 1994, developing, selling and supporting the
        EncounterPRO EHR.
  EncounterPRO
        EHR was first used in a medical practice in 1995, and is now licensed and
        used
        in over 300 medical practices in 35 states and two foreign countries.
        EncounterPRO EHR is the winner of 14 national awards conferred by trade
        associations, and physicians who use EncounterPRO EHR have won the HIMSS
        Davies
        Award for Excellence in Ambulatory Care for their use of healthcare IT three
        years in a row, a feat achieved by no other EHR vendor. In addition,
        EncounterPRO EHR was among the first group of 18 EHRs to be certified by
        CCHIT
        for Ambulatory Care in 2006. CCHIT certification is valid for a period of
        three
        years and means an EHR effectively has earned the federal government’s *de
        facto* seal of
        approval and, increasingly, the approval of a host of other influential
        non-governmental organizations, including payers and physician professional
        associations.
  In
        addition to the EncounterPRO EHR, EHRI has developed several ancillary software
        products and related services, including a proprietary integration/translation
        engine optimized for EHRs that is currently used for dozens of installations:
        (1) to collect results from labs and then translate and distribute those
        results
        to clients’ EncounterPRO EHR databases; (2) to collect vaccine data from
        practices and to transmit those data to state vaccine registries in several
        states; (3) to communicate prescription data to and from pharmacies; and
        (4) to
        translate and import remote bedside data into EncounterPRO EHR (successfully
        demonstrated with oxygen tank data but not yet in production). Additional
        ancillary software developed by EHRI includes: (1) a solution for connecting
        peripherals to an “all-thin-client” or all-web-deployed Windows® solution
        (application independent, but currently used only for EncounterPRO EHR
        installations); (2) a tool for collecting and organizing clinical and other
        data
        from client’s EncounterPRO EHR databases for use in benchmarking and other
        analyses (ready for alpha testing soon).
  EHRI
        holds a federal registration for the trademark “EncounterPRO” for its EHR.
        WiFiMed, Inc. holds a federal registration for the trademark “Tablet MD” for its
        EHR. As mentioned above, the Company has applied for three patents.
  The
        Company and its subsidiaries together have 44 employees, 32 of whom are full
        time.
  The
        cost
        to the Company and its subsidiaries of compliance with federal, state and
        local
        environmental laws is negligible.
  7
  **Acquisitions**
  After
        canceling the letter of intent between the Company and CyberMedx on January
        21,
        2008 by mutual consent as disclosed in the Company’s Form 8-K, filed with the
        Commission on January 29, 2008, the Company’s wholly-owned subsidiary, CyberMedx
        Medical Systems, Inc. (“CMS Inc.”) entered into an Asset Purchase Agreement,
        dated February 20, 2008 (the “Asset Purchase Agreement”) to purchase the assets
        and know-how of CyberMedx Medical Systems, LLC (“CMS, LLC”), which specializes
        in providing wireless patient data collection, transmission and management
        devices and technologies for the home care, alternate care and hospital markets.
        In connection with the Asset Purchase Agreement, CMS, Inc. entered into an
        employment agreement with Ronald R. Barnett (the “Employment Agreement”), as
        disclosed in the Company’s Form 8-K, filed with the Commission on March 6, 2008.
        The acquisition did not reach the financial thresholds necessary to require
        disclosure of the historical financial statements and pro-formas of CMS,
        LLC
        pursuant to Article 8 of Regulation S-X.
  On
        January 23, 2008, the Company entered into a non-binding letter of intent
        to
        acquire a specialty pharmacy services company based on the West Coast of
        the
        United States (referred to hereinafter as “PSS”) as discussed in the Company’s
        Form 8K, filed with the Commission on January 29, 2008. MS4AP, Inc., a
        wholly-owned subsidiary of the Company (“MergerSub”), was formed in March, 2008
        for the purpose acquiring 100% of the securities of PSS. PSS provides niche
        biotechnical pharmacy prescription services and home healthcare services,
        including a critical care home ventilator program, oxygen, enteral therapy,
        durable medical equipment and disposable medical supplies. Consummation of
        the
        proposed transaction is subject to completion of due diligence, negotiation
        and
        approval by the parties of a definitive agreement, and arranging financing.
        We
        hope to complete the acquisition in the second quarter of 2008, although
        there
        is no assurance that we will be successful in negotiating a definitive agreement
        or that we will be able to obtain financing on terms that are acceptable
        to
        us.
  **Products
        and Services**
  Current
        Product Offering of EncounterPRO Healthcare Resources, Inc.
  EncounterPRO
        EHR was first used in a medical practice in 1995, and is now used by over
        700
        physicians in over 300 medical practices in 35 states and two foreign countries.
        EncounterPRO EHR’s chief competitive advantages are its ease of use, the
        efficiencies driven by its workflow management capabilities, and its ability
        to
        help most practices achieve a relative quick return on investment and continuing
        efficiencies and cost savings. EncounterPRO EHR is the winner of 14 national
        awards conferred by trade associations. Perhaps more importantly, physicians
        who
        use EncounterPRO EHR have won the coveted HIMSS Davies Award for Excellence
        in
        Ambulatory Care for their use of healthcare IT three years in a row, a feat
        achieved by no other EHR vendor. In addition, EncounterPRO EHR was among
        the
        first group of 18 EHRs to be certified by the Commission on Certification
        of
        Health Information Technology (“CCHIT”; www.cchit.org) for Ambulatory Care in
        2006. CCHIT certification means an EHR effectively has earned the federal
        government’s *de
        facto* seal of
        approval and, increasingly, the approval of a host of other influential
        non-governmental organizations, including payers and physician professional
        associations. EHRI anticipates achieving CCHIT certification in 2008 for
        EncounterPRO EHR for ambulatory care.
  8
  In
        addition to the EncounterPRO EHR, the Company has developed and deployed
        ancillary software used to connect practices to third-parties (such as labs
        and
        pharmacies). The Company expects that this ancillary software will be
        indispensable to the deployment of solutions for the opportunities described
        in
        this Item 7 of this report. These ancillary software programs are the products
        of tens of thousands of hours of development efforts of the Company’s
        development team and contracted off-shore development partner, Fomax Information
        Technologies Pvt. Ltd., over the course of the last five years. The principal
        body of ancillary software is known as EpIE (the EncounterPRO Integration
        Engine), a proprietary integration/translation engine optimized for EHRs
        that is
        currently used for dozens of installations to collect results from labs and
        then
        translate and distribute them to clients’ EncounterPRO EHR databases; to collect
        vaccine data from practices and to transmit those data to state vaccine
        registries in several states; to communicate prescription data to and from
        pharmacies; to translate and import remote bedside data into EncounterPRO
        EHR
        (successfully demonstrated with oxygen tank data but not yet in production);
        and
        to push and pull data using a wide variety of transport mechanisms (http,
        shttp,
        ftp, sftp, vpn, tcp/ip, SOAP) in a variety of data formats (HL7, XML, flat
        file)
        so as to adapt to any data partner. Other ancillary, proprietary solutions
        (a)
        connect peripherals to an all-thin-client or all-web-deployed Windows® solution;
        and (b) collect and organize clinical and other data from client’s EncounterPRO
        EHR databases for use in benchmarking and other analyses. EpIE employs a
        web-based administration and support console which allows support personnel
        to
        detect, escalate, and solve problems before they affect a customer or
        data-trading partner. EpIE also uses the same workflow management technology
        that makes the EncounterPRO EHR an efficient task-based
        application.
 
 The
        current principal market for EncounterPRO EHR is primary care medical practices
        of 1-10 physicians, especially pediatricians. Sales to new customers are
        seasonally affected, as most primary care physicians are too busy to purchase
        EHR systems during the first calendar quarter.
  In
        accordance with industry practice generally, we do not generally offer extended
        payment terms to customers, and, since inception, our standard software license
        warranty has provided that a customer’s purchase money for EHR licenses (but not
        for equipment or services that have already been delivered or provided) will
        be
        returned if the software is rejected within 90 days of its installation.
        Less
        than one percent of purchasing practices have exercised this right.
  Current
        Product Offerings of CMS, Inc.
  As
        noted
        above, CMS, Inc. acquired substantially all of the assets of CMS, LLC on
        February 29, 2008, and that acquisition did not reach the financial thresholds
        necessary to require disclosure of the historical financial statements and
        pro-formas of CMS, LLC pursuant to Article 8 of Regulation S-X. In the past,
        CMS, LLC has provided (and in the future, CMS, Inc. intends to provide) patient
        data management, communication, and information systems for the hospital,
        home
        care, and alternate care markets. CMS, Inc. (through CMS, LLC) has developed
        a
        family of patient data management products that collect data generated by
        a host
        of different bedside devices (e.g., oxygen tanks, oxygen concentrators, CPAP
        and
        BIPAP devices) for transmitting the data to a repository and then sending
        the
        data to an EHR. A small wireless data transmitter is attached to each patient
        device, allowing the transmission (through telephone lines) of the device’s data
        to a data collection center, where the data are reformatted and transmitted
        to
        software applications for use by vendors who maintain the devices and the
        health
        care providers who care for the patients. EncounterPRO EHR currently accepts
        and
        displays data collected and transmitted by CMS, Inc. devices.
  9
  **Competitive
        Strengths**
  We
        believe that the following competitive strengths have been key to our
        success.
  *First
        Class Technology* .
        We have
        been a leader in the development of EHR technology. EHRI has been especially
        effective in advancing EHR technology in the following areas:
  *Ease
        of Use* .
        Through
        the use of touch screens (on monitors, tablet PCs and laptops) and extensive,
        user-configured picklists, the EncounterPRO EHR allows physicians to enter
        and
        retrieve data quickly, thereby minimizing the delays inherent in the use
        of EHRs
        that rely heavily on repetitive keyboard data entry and navigation with a
        mouse
        through extensive pull-down menus.
  *Work
        Flow Management* .
        Using
        the most extensive workflow management features available in any ambulatory
        care
        EHR, users of the EncounterPRO EHR are able to optimize the prioritization
        and
        synchronization of their own tasks and the tasks of others in a medical practice
        to a significantly greater extent than is possible with competitive
        EHRs.
  *Interoperability
        and Connectivity* .
        With
        our proprietary integration engine, EpIE, and other tools, we are able to
        link
        physicians and their practices to providers and consumers of data in ways
        that
        optimize physicians’ time.
  *Installed
        Base* .
        With
        over 300 practices using EncounterPRO EHR, we have a significant base of
        satisfied and successful users, three of whom have won the coveted HIMSS
        Davies
        Award of Excellence in Primary Care.
  **Research
        and Development**
  The
        Company has expended $4,200 and $219,259 during the fiscal years ending December
        31, 2007 and 2006, respectively, on research and development activities,
        none of
        which costs have been borne directly by customers. Our research and development
        efforts are focused primarily upon developing new and enhanced features for
        the
        EncounterPRO EHR and ancillary tools, providing connectivity to other
        applications and stakeholders, and compliance with changing legal requirements
        federally and in the 35 states in which our EHR operates.
  **Markets**
  Healthcare
        is the largest industry in the U.S. and accounts for about 16% of Gross Domestic
        Product (“GDP”), or roughly $2.2 trillion. By 2015, some experts estimate that
        healthcare expenditures may reach $4 trillion, which will be 20% of GDP,
        in
        large part because of the aging of the baby boomer generation. The market
        for
        ambulatory care EHRs is over $5 billion for initial software and services
        sales
        over the next 10 years. The fast pace of healthcare expenditures over the
        last
        several decades, combined with the aging population are expected to create
        enormous pressures and incentives for efficiency in the delivery of healthcare
        services. The markets for EHR systems in particular, and for healthcare
        information systems generally, are characterized by intense competition,
        fragmentation, and rapidly evolving technical and legal standards.
  10
  Many
        of
        our competitors are more established, and benefit from greater financial,
        technical and marketing resources than do we. We compete on the basis of
        several
        factors, including: quality and effectiveness of our software; reputation;
        services; niche expertise; and price.
  The
        market for home health data delivery is ancillary to the home health care
        services market (over $45 billion per year). The healthcare consulting industry,
        including both ambulatory and acute care, is about $20 billion per year.
        The
        market for specialty pharmaceuticals is about $40 billion annually, is growing
        at a rate of 20% per year.
  With
        the
        acquisition of the assets of CMS, LLC, and the potential acquisition of PSS,
        we
        are positioning ourselves to compete in the market for home healthcare IT
        solutions.
  **Item
                1A.**
              **RISK
                  FACTORS******
 
 You
        should carefully consider the following risk factors. The risks and
        uncertainties described below are not the only ones we face. There may be
        additional risks and uncertainties that are not known to us or that we do
        not
        consider to be material at this time. If the events described in these risk
        factors occur, our business, financial condition and results of operations
        would
        likely suffer. This report contains forward-looking statements that involve
        risks and uncertainties. Our actual results may differ significantly from
        the
        results discussed in the forward-looking statements. This section discusses
        the
        risk factors that might cause those differences.
  **RISKS
        RELATED TO OUR FINANCIAL OPERATIONS:**
 
 **WE
        HAVE A LIMITED OPERATING HISTORY AND SINCE OUR INCEPTION HAVE HAD A HISTORY
        OF
        LARGE OPERATING LOSSES.**
  The
        Company’s predecessor was originally incorporated in July 28, 1998 and has
        undergone a number of changes in control, including our recent asset purchase
        transaction with JMJ Technologies, Inc. (“JMJ”) as of October 1, 2007, which
        involved a change of control from the Company’s prior management, with the
        exception of the board of directors which remained largely intact. Accordingly,
        we have a limited operating history with current management in place upon
        which
        to accurately base an evaluation of such current management’s business and
        prospects, as well as a limited period of time within which to ascertain
        the
        effects that such asset purchase transaction with JMJ may have on the Company’s
        combined financial operations. Our prospects must be considered in light
        of the
        risks, expenses, and difficulties frequently encountered by companies in
        this
        stage of development. There can be no assurance that we will be successful
        in
        addressing such risks and any failure to do so may have a material adverse
        effect on our business, prospects, financial condition, and results of
        operations.
  11
  **DUE
        TO OUR LIMITED OPERATING HISTORY, WE WILL BE UNABLE TO FORECAST REVENUES
        ACCURATELY.**
 
 The
        Company has only recently completed certain acquisitions and has a limited
        operating history on a consolidated basis as a public reporting parent company.
        The change of control involving current management of the Company was only
        recently effected and the operating subsidiaries were not previously subject,
        directly or indirectly, to the public disclosure requirements for a public
        company. Therefore, the Company has no significant experience in making
        projections or forecasts, which substantially lessens the likelihood that
        the
        Company will be able to carry out its intended operations as projected or
        forecasted and that any or all of the projections or forecasts made today
        will
        or can be realized. In addition, the Company contemplates making a number
        of
        acquisitions of operating companies which, once consummated, would likely
        affect
        its forecasts and projections. Our current and future expense levels are
        largely
        based on our investment plans and estimates of future revenues which are
        expected to increase. Revenues and operating results generally depend on
        effective marketing campaigns, networking with referral sources, and leveraging
        our purchasing power, which are difficult to forecast given the recent change
        of
        control. We may be unable to adjust spending in a timely manner to compensate
        for any unexpected revenue shortfall. Accordingly, any significant shortfall
        in
        revenues in relation to our planned expenditures would have an immediate
        adverse
        effect on our business, prospects, financial condition, and results of
        operations. Furthermore, as a strategic response to changes in the competitive
        environment, we may, from time to time, make certain pricing, service, or
        marketing decisions which could have a material adverse effect on our business,
        prospects, financial condition, or results of operations.
  **OUR
        PAST LOSSES RAISE DOUBTS ABOUT OUR ABILITY TO OPERATE PROFITABLY OR CONTINUE
        AS
        A GOING CONCERN** **,
        WHICH MAY RESULT IN THE LOSS OF YOUR ENTIRE INVESTMENT.**
  We
        have
        experienced substantial operating losses. We expect to incur significant
        operating losses until sales increase and the allowance of time to give effect
        to the recent asset purchases involving JMJ and CMS, LLC, as well as other
        planned acquisitions. We will also need to raise sufficient funds to finance
        our
        activities. We may be unable to achieve or sustain profitability. Our
        independent auditors included an explanatory paragraph in their report, dated
        April 14, 2008, indicating substantial doubt about our ability to continue
        as a
        going concern. These factors raise substantial doubt exists relating to our
        ability to continue as a going concern.
  **WE
        MAY NOT BE ABLE TO RAISE THE REQUIRED CAPITAL TO CONDUCT OUR
        OPERATIONS.**
  We
        will
        require additional capital resources in order to conduct our operations,
        as well
        as in order to grow and expand our business. Future events may lead to increased
        costs that could make it difficult for us to succeed. To raise additional
        capital, we may be required to sell additional equity securities, or accept
        debt
        financing or to obtain financing through a bank or other entity, subject
        to the
        terms of the Securities Purchase Agreement and ancillary agreements relating
        to
        the recent Debenture and Warrant financing between the Company and various
        institutional investors, dated November 30, 2007 (the “November 2007 Financing
        Agreements”). If additional funds are raised through the issuance of additional
        stock, there may be a significant dilution in the value of our outstanding
        common stock. The Company has no binding arrangements with respect to additional
        financings. If the Company so requires, f uture
        financing may not be available to the Company, on commercially reasonable
        terms,
        or at all, and would otherwise remain subject
        to the November 2007 Financing Agreements .
        Any
        inability to obtain additional financing when needed and on acceptable terms
        could have a material adverse effect upon the Company’s operations, including
        the possibility of requiring the Company to curtail its acquisition strategy
        and make
        reductions in the scope and size of our operations.
  12
  **WE
        HAVE ONLY LIMITED WORKING CAPITAL FROM THE NOVEMBER 2007 FINANCING AND WILL
        REQUIRE ADDITIONAL FINANCING IN THE NEAR FUTURE.**
 
 To
        the
        extent that the net proceeds received from our November 2007 Financing and
        the
        funds generated by our on-going operations are insufficient to fund our future
        operating requirements, it will be necessary to raise additional funds, through
        public or private financings, subject to the terms of the November 2007
        Financing Agreements. Without sufficient capital we will be unable to develop
        and fully execute our business plan as set forth herein. Further, t here
        can
        be no assurance that the Warrants issued in the November 2007 Financing will
        be
        exercised. The Company has no binding arrangements with respect to additional
        financings, which would remain subject to the terms of the November 2007
        Financing Agreements.
  **RISKS
        RELATED TO OUR BUSINESS OPERATIONS:**
  **WE
        MAY NOT BE ABLE TO COMPETE SUCCESSFULLY AGAINST COMPANIES WITH SUBSTANTIALLY
        GREATER RESOURCES.**
  Many
        of
        our future competitors are larger, have many more employees and substantially
        greater operating, information technology, and financial resources than we
        do
        and thus will be able to exert significant influence on the markets in which
        we
        are competing. Many of our competitors may have more widely accepted products,
        stronger name recognition and larger sales and/or distribution networks than
        we
        do, as well as have longer operating histories and more established
        relationships within the industry. They can use their experience and resources
        against us in a variety of competitive ways. There can be no assurance that
        any
        future competition by our competitors, if it develops, will not have a material
        adverse effect on our operations which would prevent us from carrying out
        our
        business strategy. ******
  **IF
        WE DO NOT KEEP PACE WITH OUR COMPETITORS AND WITH TECHNOLOGICAL AND MARKET
        CHANGES, OUR SERVICES AND OUR BUSINESS MAY SUFFER.**
  The
        market for our services is competitive and could be subject to rapid
        technological changes. We believe that there are potentially many competitive
        approaches being pursued, including some by private companies from which
        information is difficult to obtain. Many of our competitors have significantly
        greater resources and more services that directly compete with our services.
        Our
        competitors may have developed, or could in the future develop, new technologies
        that compete with our services even render our services obsolete.
  13
  **WE
        COULD HAVE SYSTEMS FAILURES THAT COULD ADVERSELY AFFECT OUR
        BUSINESS.**
  Our
        business depends on the efficient and uninterrupted operation of our computer
        and communications hardware systems and infrastructure. Although we have
        taken
        precautions against systems failure, interruptions could result from natural
        disasters as well as power losses, Internet failures, telecommunications
        failures and similar events. Our systems are also subject to human error,
        security breaches, computer viruses, break-ins, "denial
        of service" attacks, sabotage, intentional acts of vandalism and tampering
        designed to disrupt our computer systems. ****
  **OUR
        BUSINESS COULD BE ADVERSELY** **AFFECTED
        IF WE FAIL TO ADDRESS SECURITY ISSUES ADEQUATELY.**
  We
        have
        taken measures to protect the integrity of our technology infrastructure
        and the
        privacy of confidential information. Nonetheless, our technology infrastructure
        is potentially vulnerable to physical or electronic break-ins, viruses or
        similar problems. If a person or entity circumvents its security measures,
        they
        could jeopardize the security of confidential information stored on our systems,
        misappropriate proprietary information or cause interruptions in our operations.
        We may be required to make substantial additional investments and efforts
        to
        protect against or remedy security breaches. Security breaches that result
        in
        access to confidential information could damage our reputation and expose
        us to
        a risk of loss or liability.
  **WE
        MAY FACE POTENTIAL LIABILITIES IN CONNECTION WITH LEGAL PROCEEDINGS WHICH
        MAY** **BE
        BROUGHT AGAINST US.**
  On
        March
        19, 2008, the Company executed a consent order with the Arkansas Securities
        Department, without admitting or denying any findings of fact, providing
        for the
        payment of a $10,000 fine and a rescission offer to the four Arkansas residents
        who purchased securities in the April 2007 private placement offering, which
        is
        more fully described in the consent order filed with our Current Report on
        Form
        8-K on March 20, 2008. While it does not currently appear likely that the
        four
        investors directly affected by such consent order will institute proceedings
        against the Company, other investors may institute proceedings or seek
        rescission of their investment in the Company based in whole or in part upon
        the
        facts and circumstances recited in the consent order.
  **WE
        RELY ON KEY MANAGEMENT AND THE LOSS OF SUCH KEY MANAGEMENT WILL HAVE A MATERIAL
        ADVERSE EFFECT ON OUR** **BUSINESS
        OPERATIONS**
  Our
        success depends upon the personal efforts and abilities of Gregory D. Vacca,
        our
        Chief Executive Officer, President, and Director and Daniel Thomas, our Acting
        Chief Financial Officer. Although Mr. Vacca is employed with the Company
        under a
        three year employment agreement and Mr. Thomas is engaged pursuant to a six
        month consulting agreement, in each case unless earlier terminated, we face
        competition in retaining Mr. Vacca and Mr. Thomas and in attracting new
        personnel should Mr. Vacca or Mr. Thomas choose to leave us. There is no
        assurance that we will be able to retain and/or continue to motivate Mr.
        Vacca
        or Mr. Thomas adequately in the future. The loss of Mr. Vacca or Mr. Thomas
        or
        our inability to continue to adequately motivate either of them could have
        a
        material adverse effect on our business and operations.
  14
 
 **WE
        MAY BE EXPOSED TO LIABILITIES RESULTING FROM JMJ'S AND CMS’S CURRENT AND
        HISTORICAL BUSINESS OPERATIONS.**




As
        a
        condition to the acquisition of JMJ’s Technologies, Inc.’s assets, JMJ retained
        its liabilities. These liabilities included approximately $680,000 of current
        liabilities, which JMJ has been paying in part from proceeds to JMJ of the
        asset
        sale. However, a third party may make claims against our Company for actions
        taken by JMJ. In addition, there are risks posed by our acquisition of the
        assets of JMJ, as well as CyberMedx Medical Systems, LLC (“CMS”), some of which
        are subject to liens by secured creditors of JMJ and CMS.
  **THE
        NOVEMBER 2007 FINANCING AGREEMENTS REQUIRE THAT OUR REGISTRATION STATEMENT
        BECOME EFFECTIVE WITHIN 90 DAYS AFTER THE CLOSING DATE (120 DAYS IN THE EVENT
        OF
        SEC REVIEW), WHICH HAS NOT HAPPENED, FORCING US TO INCUR LIQUIDATED DAMAGES.IN
        THE
        EVENT WE CANNOT HAVE OUR REGISTRATION STATEMENT DECLARED EFFECTIVE BY THE
        SEC
        WITHIN 180 CALENDAR DAYS OF THE CLOSING DATE, SUCH NON-OCCURRENCE WILL
        BE CONSIDERED AN EVENT OF DEFAULT UNDER THE NOVEMBER 2007 FINANCING
        AGREEMENTS.**
  The
        November 2007 Financing terms require us to have the registration statement
        on
        Form SB-2, filed by the Company on January 14, 2008, declared effective by
        the
        SEC within 90 days of the closing of the financing which date has already
        passed, or 120 days in the event of SEC review. Since we have corresponded
        with
        the SEC and are in the process of amending the initial registration statement,
        we believe that the 120 day timeframe is applicable. The 120-day period has
        now
        passed; accordingly, we have begun incurring liquidated damages equal to
        2% of
        the principal of the debentures issued for each 30 day period that this
        registration statement is not declared effective with a cap of
        12%. I n
        the
        event we cannot have our registration statement declared effective by the
        SEC
        within 180 calendar days from the Closing Date, as defined in the November
        2007 Financing Agreements, the debenture holders shall have the right to
        accelerate all outstanding principal, plus accrued and unpaid interest,
        liquidated damages and other amounts thereunder, and five days after an
        event of default, interest shall accrue at the default interest rate as provided in
        the
        debenture.
  **IF
        WE ARE UNABLE TO HIRE, RETAIN OR MOTIVATE QUALIFIED PERSONNEL, CONSULTANTS
        AND
        ADVISORS, WE MAY NOT BE ABLE TO GROW EFFECTIVELY.**
  Our
        performance will be largely dependent on the talents and efforts of Mr. Vacca
        and other key employees, as well as other highly skilled individuals that
        may be
        hired by the Company in the future. Our future success depends on our continuing
        ability to identify, hire, develop, motivate and retain highly qualified
        personnel for all areas of our organization. Competition for such qualified
        employees is intense. If we do not succeed in attracting excellent personnel
        or
        in retaining or motivating them, we may be unable to grow effectively. In
        addition, our future success will depend in large part on the continued services
        of our key consultants and advisors. The loss of their services could negatively
        impact our business and our ability to execute our business
        strategy.
 
 **WE
        ARE SUBJECT TO ACCOUNTING POLICIES THAT MAY REQUIRE CAREFUL AND DIFFICULT
        JUDGMENTS, AND WE MAY INTERPRET OR IMPLEMENT REQUIRED ACCOUNTING POLICIES
        INCORRECTLY.**
  We
        will
        follow generally accepted accounting principles for the U.S. in preparing
        our financial statements. As part of this process, we must make many estimates
        and judgments about future events. These affect the value of the assets and
        liabilities, contingent assets and liabilities, and revenue and expenses
        that we
        report in our financial statements. We believe these estimates and judgments
        are
        reasonable, and we make them in accordance with our accounting policies based
        on
        information available at the time. However, actual results could differ from
        our
        estimates, and this could require us to record adjustments to expenses or
        revenues that could be material to our financial position and results of
        operations in future periods.
  15
  **GOVERNMENT
        REGULATION MAY AFFECT OUR ABILITY TO CARRY OUT OUR BUSINESS PLAN AND MAY
        CHANGE
        FROM TIME TO TIME.**
  The
        U.S.
        healthcare industry, including certain aspects of our business, is highly
        regulated and regulatory agencies are vested with broad discretion in
        interpreting applicable laws and regulations. The interpretation of these
        laws
        may vary from state to state. While we believe that our operations will be
        conducted so as to comply in all material respects with the healthcare laws
        that
        apply to our operations in each state, our arrangements and proposed activities
        have not been examined by federal or state authorities for compliance with
        applicable laws and regulations, and no governmental opinions have been sought
        or received. Furthermore, there can be no assurance that the regulatory
        environment in which we operate will not change significantly in the future,
        requiring us to restructure our arrangements. Our revenues could be adversely
        affected by unanticipated changes in applicable laws.
  **DIRECTORS
        AND OFFICERS HAVE LIMITED LIABILITY.**
 
 As
        permitted by the Nevada Revised Statutes, the Company’s certificate of
        incorporation limits the personal liability of each of its directors, officers,
        or stockholders to the Company for damages for breach of fiduciary duty as
        a
        director or officer, but such provision does not eliminate or limit the
        liability of a director or officer in certain circumstances, such as for
        intentional misconduct, fraud, or knowing violation of law.
 
 **OUR
        BUSINESS MAY BE SUBJECT TO FLUCTUATIONS IN THE ECONOMY AND GEOPOLITICAL
        EVENTS.**
  Our
        business could be affected by general economic conditions, as well as those
        specific to our industry. Our business could be affected by geopolitical
        events
        such as war, threat of war or terrorist actions. Such an economic downturn
        or
        geopolitical event could materially and adversely affect our business and
        financial condition.
 
 **IF
        THE COMPANY IS UNABLE ADEQUATELY TO PROTECT OR ENFORCE ITS RIGHTS TO ITS
        INTELLECTUAL PROPERTY, WE MAY LOSE VALUABLE RIGHTS, EXPERIENCE REDUCED MARKET
        SHARE, IF ANY, OR INCUR COSTLY LITIGATION TO PROTECT SUCH
        RIGHTS.**
  The
        patent position of technology companies is generally highly uncertain, involves
        complex legal and factual questions and has been the subject of much litigation.
        Neither the U.S. Patent and Trademark Office (“USPTO”), nor the courts has a
        consistent policy regarding the breadth of claims allowed or the degree of
        protection afforded under many technology patents.
  16
  The
        patent applications concern features of the Tablet MD EHR, which is not
        currently being developed or distributed by the Company. Moreover, even if
        the
        Company later resumes development and distribution of the technology that
        is the
        subject of one or more of the patent applications, the claims of our pending
        patent applications may not confer on us significant commercial protection
        against competing products. Third parties may challenge, narrow, invalidate
        or
        circumvent any patents we may obtain. Patents with broad claims tend to be
        more
        vulnerable to challenge by other parties than patents with more narrowly
        written
        claims. On the other hand, our patents might not contain claims that are
        sufficiently broad to prevent others from utilizing our technologies.
        Consequently, our competitors may independently develop competing products
        that
        do not infringe our patents or other intellectual property. Further, the
        laws of
        foreign countries may not protect our intellectual property rights to the
        same
        extent as do the laws of the United States.
  Competitors
        may infringe our patents or the patents of our licensors, if any. As a result,
        we may be required to file infringement claims to counter infringement or
        unauthorized use. This can be expensive, particularly for a company of our
        size,
        and time-consuming. In addition, in an infringement proceeding, a court may
        decide that a patent of ours is not valid or is unenforceable, or may refuse
        to
        stop the other party from using the technology at issue on the grounds that
        our
        patents do not cover its technology. An adverse determination of any litigation
        or defense proceedings could put one or more of our patents at risk of being
        invalidated or interpreted narrowly and could put our patent applications
        at
        risk of not issuing. There is no assurance that we would have a basis for
        initiating patent infringement proceedings or that if initiated we would
        prevail
        in such proceedings. In addition, if we infringe or are alleged to infringe
        intellectual property rights of third parties, it will adversely affect our
        business, financial condition and results of operations.
  **OUR
        FAILURE TO OBTAIN CERTIFICATION FOR OUR TABLET MD PRODUCT MAY RESULT IN A
        MATERIAL ADVERSE EFFECT ON THE COMPANY.**
  In
        the
        event the Company does not obtain certification of its Tablet MD product
        by the
        Certification Commission for Healthcare Information Technology (“CCHIT”), the
        Tablet MD may not be viewed as useful and cost-effective and may lack the
        accreditation that it may need in order to obtain widespread acceptance in
        the
        marketplace, particularly with respect to insurance providers and preferred
        customers. CCHIT certification is valid for a period of three years and means
        a
        product effectively has earned the federal government’s *de
        facto* seal of
        approval and, increasingly, the approval of a host of other influential
        non-governmental organizations, including payers and physician professional
        associations. As such, the failure to obtain CCHIT certification with respect
        to
        the Tablet MD product, may result in a material adverse effect on the Company
        and its business. ****
  **WE
        CAN PROVIDE NO ASSURANCE THAT OUR INTERNAL CONTROL OVER OUR FINANCIAL REPORTING
        WILL BE EFFECTIVE UNDER SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002.
        ESTABLISHING INTERNAL CONTROLS OVER OUR FINANCIAL REPORTING IS LIKELY TO
        INCREASE OUR COSTS.**
 
 Section
        404 of the Sarbanes-Oxley Act of 2002 (“SOX”) and the rules issued thereunder
        have required certain changes in the corporate governance, securities disclosure
        and compliance practices of United States public companies. Our compliance
        with
        these rules are likely to increase our general and administrative costs.
        In
        particular, our management is required to conduct an evaluation of the
        effectiveness of our internal control over financial reporting as of each
        year-end, beginning December 31, 2007. We are required to include in our
        annual
        report on Form 10-K a report on our management’s assessment of the effectiveness
        of our internal control over financial reporting. Our independent registered
        public accounting firm will also issue an audit report on management’s
        assessment and on our internal control over financial reporting as of each
        year
        end, beginning December 31, 2008, unless such date is extended by the SEC.
        We
        expect that SOX and such other laws, rules and regulations promulgated
        thereunder will increase legal and financial compliance costs and will make
        our
        corporate governance activities more difficult, time-consuming and costly.
        We
        also expect that these new requirements will make it more difficult and
        expensive for us to obtain director and officer liability insurance in the
        United States.
  17
  We
        have
        recently completed compliance with the requirements of Section 404. We
        cannot be certain as to the impact these may have on our operations. In
        addition, ineffective internal control over financial reporting could cause
        investors to lose confidence in our reported financial information and could
        result in a lower trading price for our securities.
 
 **RISKS
        RELATED TO OUR** **SECURITIES:**
  ****THE
        SHARES AVAILABLE FOR SALE BY INVESTORS IN THE NOVEMBER 2007 FINANCING COULD
        SIGNIFICANTLY REDUCE AND HAVE A DILUTIVE EFFECT ON THE MARKET PRICE OF OUR
        COMMON STOCK.****
  The
        purchasers in the November 2007 Financing have the right to convert their
        Debentures into an aggregate of 11,250,000 shares of Common Stock, subject
        to
        adjustment, and exercise their Warrants for an aggregate of 11,250,000 shares
        of
        Common Stock, also subject to adjustment, as well as receive up to 3,375,000
        shares issuable as payment of accrued interest and liquidated damages, subject
        to the terms of the Debentures. In addition, the placement agent in such
        financing has the right to convert its Placement Agent Unit Purchase Options
        into 1,687,500 shares of common stock issuable in connection with the conversion
        of the Debentures and 1,687,500 shares issuable upon exercise of the Warrants.
        The conversion or exercise of these securities will cause dilution to our
        stockholders and the sale of the underlying Common Stock (or even the potential
        of such exercise or sale) is expected to have a depressive effect on the
        market
        price of our securities. As such, these investors may experience substantial
        dilution and a reduction in the price that they are able to obtain upon sale
        of
        their shares, and such drop in the market price will reduce the value of
        their
        investment. Further, to the extent that outstanding stock options and warrants
        aside from those issued in the November 2007 Financing are exercised, further
        dilution to our shareholders will occur. Moreover, the terms upon which we
        will
        be able to obtain additional equity capital may be adversely affected.
 
 **TRADING
        ON THE OTC BULLETIN BOARD MAY BE DETRIMENTAL TO
        INVESTORS.**
  Securities
        traded on the OTC Bulletin Board generally have limited trading volume and
        exhibit a wide spread between the bid/ask quotations. We cannot predict whether
        a more active market for our common stock will develop in the future. In
        the
        absence of an active trading market: investors may have difficulty buying
        and
        selling our common stock or obtaining market quotations; market visibility
        for
        our common stock may be limited; and a lack of visibility for our common
        stock
        may have a depressive effect on the market price for our common
        stock.
  18
  **OUR
        ARTICLES OF INCORPORATION AND BYLAWS MAY CONTAIN ANTI-TAKEOVER
        PROVISIONS.**
  Certain
        provisions of our Articles of Incorporation and Bylaws may be deemed to have
        anti-takeover effects and may delay, defer or prevent a takeover attempt
        of our
        Company. These provisions include when and by whom special meetings of the
        Company may be called and permitting the board to designate any characteristic
        that it so directs with respect to our common stock and preferred stock.
        Further, a contemplated amendment to our Articles of Incorporation to
        significantly increase the amount of authorized common stock could make it
        more
        difficult to for an non-affiliated party to gain control of the Company or
        the
        Board of Directors due to the ability of the Company to dilute the percentage
        of
        Common stock owned by any stockholder, increase the cost of, or the number
        of,
        voting shares necessary to acquire control of the Board of Directors, or
        to meet
        the quorum requirements imposed by Nevada law with respect to a merger or
        other
        business combination involving our Company.
  **SINCE
        WE HAVE NOT PAID ANY DIVIDENDS ON OUR COMMON STOCK AND DO NOT INTEND TO DO
        SO IN
        THE FUTURE, A PURCHASER OF OUR COMMON STOCK WILL ONLY REALIZE A GAIN ON
        INVESTMENT IF THE MARKET PRICE OF OUR COMMON STOCK
        INCREASES.**
  We
        have
        never paid, and do not intend to pay, any cash dividends on our common stock
        for
        the foreseeable future. An investor in the Company, in all likelihood, will
        only
        realize a profit on his investment if the market price of our common stock
        increases in value.
  **OUR
        COMMON STOCK IS SUBJECT TO RESTRICTIONS ON SALES BY BROKER-DEALERS AND PENNY
        STOCK RULES, WHICH MAY BE DETRIMENTAL TO INVESTORS.**
 
 Our
        Common Stock is subject to Rules 15g-1 through 15g-9 under the Securities
        Exchange Act of 1934, as amended (the “Exchange Act”), which imposes certain
        sales practice requirements on broker-dealers who sell our common stock to
        persons other than established customers and “accredited investors” (as defined
        in Rule 501(a) of the Securities Act). For transactions covered by
        this rule, a broker-dealer must make a special suitability determination
        for the
        purchaser and have received the purchaser’s written consent to the transaction
        prior to the sale. This rule adversely affects the ability of
        broker-dealers to sell our common stock and purchasers of our common stock
        to
        sell their shares of our common stock.
 
 Additionally,
        our common stock is subject to SEC regulations applicable to “penny stocks.”
Penny stocks include any non-Nasdaq equity security that has a market price
        of
        less than $5.00 per share, subject to certain exceptions. The regulations
        require that prior to any non-exempt buy/sell transaction in a penny stock,
        a
        disclosure schedule proscribed by the SEC relating to the penny stock market
        must be delivered by a broker-dealer to the purchaser of such penny stock.
        This
        disclosure must include the amount of commissions payable to both the
        broker-dealer and the registered representative and current price quotations
        for
        our common stock. The regulations also require that monthly statements be
        sent
        to holders of a penny stock that disclose recent price information for the
        penny
        stock and information of the limited market for penny stocks. These requirements
        adversely affect the market liquidity of our common stock.
  19
  **SHARES
        ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET.**
  From
        time
        to time, certain of our stockholders may be eligible to sell all or some
        of
        their shares of restricted common stock by means of ordinary brokerage
        transactions in the open market pursuant to Rule 144. Any substantial sale
        of
        our common stock pursuant to Rule 144 or pursuant to any resale prospectus
        may
        have a material adverse effect on the market price of our
        securities.
  **CERTAIN
        HOLDERS OF SHARES AND WARRANTS ISSUED IN THE APRIL 2007 OFFERING MAY HAVE
        RESCISSION RIGHTS.**
 
 At
        the
        time of April 2007 private placement offering, the Company believed that
        the
        offer and issuance of shares and warrants shares was exempt from registration
        under the Securities Act and under applicable federal securities laws pursuant
        to Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated
        thereunder and under various state securities laws. Notwithstanding the
        foregoing, the Arkansas Securities Department (the “ASD”), a
        state
        securities regulator, has alleged that the Company offered such shares and
        warrants in transactions for which the exemption from registration was not
        available under that state’s securities laws. The Company, without admitting or
        denying any findings or ASD staff allegations, has consented to pay a $10,000
        fine and offer to rescind the purchase of such shares and warrants by investors
        that resided in such state and remit the original purchase price, plus interest
        and other fees. Other state or federal securities regulators may decide to
        make
        similar inquiries or pursue similar remedies on behalf of other investors
        in the
        Company in connection with the April 2007 private placement offering.
 
 **OUR
        STOCK VALUE MAY BE AFFECTED THROUGH THE EXECUTION OF SHORT SALES WHICH MAY
        DECREASE THE VALUE OF OUR COMMON STOCK**
  Short
        sales are transactions in which an investor sells a security it does not
        own. To
        complete the transaction, an investor must borrow the security to make delivery
        to the buyer. The investor is then obligated to replace the security borrowed
        by
        purchasing the security at the market price at the time of replacement. The
        price at such time may be higher or lower than the price at which the security
        was sold by the investor. If the underlying security goes down in price between
        the time the investor sells our security and buys it back, the investor will
        realize a gain on the transaction. Conversely, if the underlying security
        goes
        up in price during the period, the investor will realize a loss on the
        transaction. The risk of such price increases is the principal risk of engaging
        in short sales. The investors in the November 2007 Financing could short
        the
        stock by borrowing and then selling our securities in the market, and then
        converting the stock through either the Debentures or Warrants at a discount
        to
        replace the security borrowed. Because the investors will control a large
        portion of our common stock, the investors could have a large impact on the
        value of our stock if they were to engage in short selling of our stock.
        Such
        short selling could affect the value of our stock in an extreme and volatile
        manner to the detriment of other shareholders.
  20
  **ITEM
                2.**
              **PROPERTIES******
  Our
        principal office is located at 2000 RiverEdge Parkway, Suite GL 100A, Atlanta,
        GA 30328.  The property is a suite of approximately 6,500 square feet. The
        property is subleased from an unaffiliated third party for a period of about
        three years expiring on August 31, 2009. The monthly lease payments are
        approximately $9,800. The
        escalation of rental payments is fixed at 3% annually. We sublease a small
        portion of this space to another company. We believe this space is adequate
        for
        our current needs, and that additional space is available to us at a reasonable
        cost, if needed.
  We
        maintain fire and casualty insurance on our leased property in an amount
        deemed
        adequate by management.
  **ITEM
                3.**
              **LEGAL
                  PROCEEDINGS**
  On
        December 14, 2007, the Arkansas Securities Department (the “ASD”) commenced an
        inquiry regarding the Company’s prior management’s issuance of common stock and
        warrants pursuant to an April 2007 private placement memorandum (“PPM”) to
        investors residing in the State of Arkansas, having subscriptions in the
        aggregate amount of $55,000. The inquiry was centered on the alleged sale
        of
        such securities through one or more unregistered broker-dealers, as well
        as the
        alleged violation of an SEC consent order for Roger Taft, in particular.
        The
        Company has agreed to settle the matter, without admitting or denying any
        findings of fact or ASD staff allegations, and has executed a consent order
        providing for the rescission offer to four Arkansas investors and the payment
        of
        a $10,000 fine.
 
 On
        December 19, 2007, WiFiMed Holdings Company, Inc. (the “Company”) and WiFiMed,
        Inc. (collectively, the “Complainants”) filed an arbitration proceeding against
        Jeffrey Simon, the Company’s former President, CEO and a beneficial owner of
        more than 5% of the securities of the Company (“Simon”) with the American
        Arbitration Association in Atlanta, Georgia (Case Number 30 103 Y 01058 07).
        Complainants seek the recovery of money damages, corporate books and records
        and
        other property, and reasonable costs and attorneys’ fees.  Complainants are
        pursuing Mr. Simon for any and all damages resulting from any findings of
        securities violations relating to the matter described above. Mr. Simon has
        demanded accrued vacation time, severance pay, reimbursement of expenses,
        and
        warrants. In addition there is a dispute between the parties regarding two
        lines
        of credit and a credit card with a total balance of approximately $140,000.
        Prior management carried this indebtedness on its books as a debt of WiFiMed,
        Inc. Current management has since learned that Mr. Simon is personally liable
        to
        the bank for this indebtedness and that the Company is not liable to the
        bank.
        Mr. Simon has asked the Company to reimburse him for his personal debt to
        the
        bank; however, the Company maintains that the currently available documentation
        does not support Mr. Simon’s right to recover. Currently, the parties have
        indefinitely stayed the arbitration proceeding pending mediation and settlement
        talks between the parties. It is anticipated that the matter will proceed
        to
        arbitration and/or litigation. The Complainants do not anticipate that this
        proceeding will have a material adverse effect upon the Company.
  21
  Other
        than as described in this “Legal Proceedings” section, no director, officer or
        affiliate of the Company, and no owner of record or beneficial owner of more
        than 5% of the securities of the Company, or any associate of any such director,
        officer or security holder is a party adverse to the Company or has a material
        interest adverse to it in reference to pending litigation.
 
 **ITEM
                4.**
              **SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS******
  None.
 
 **PART
        II**
 
 **ITEM
                5.**
              **MARKET
                  FOR COMMON EQUITY AND RELATED MATTERS******
  Our
        common stock has been traded on the OTCBB
        since on or about December 7, 2001.  Prior to that date, our common stock
        was notactivelytraded
        in the public market.  Our common stock is listed on the OTCBB
        under the symbol "WIFM."Prior
        to
        the merger with Bellacasa Productions, Inc., our common stock was traded
        on the
        OTC Bulletin Board over-the-counter market under the symbol “BCSP.”The
        following table sets forth, for the periods indicated, the high and low bid
        prices for our common stock on the OTCBB
        as
        reported by various Bulletin Board market makers.  The quotations reflect
        inter-dealer prices, without adjustments for retail mark-ups, mark-downs,
        or
        commissions and may not necessarily reflect actual
        transactions.
 
 Period
              
              High
                  Bid
              
              Low
                  Bid2008First
                  Quarter
              
              
              $2.01
              
              
              $0.352007Fourth
                  Quarter
              
              
              1.35
              
              
              0.55Third
                  Quarter
              
              
              1.45
              
              
              0.82Second
                  Quarter
              
              
              1.80
              
              
              1.25First
                  Quarter
              
              
              2.21
              
              
              0.302006Fourth
                  Quarter
              
              
              0.91
              
              
              0.65Third
                  Quarter
              
              
              1.30
              
              
              0.65Second
                  Quarter
              
              
              4.55
              
              
              1.95First
                  Quarter
              
              
              5.20
              
              
              3.90
 
 22
 
 On
        April
        10, 2008, there were 194 **** stockholders
        of record and 42,293,887 shares of our common stock issued and outstanding.
  To
        date,
        we have never declared or paid any cash dividends on our capital stock and
        we
        are restricted in our ability to pay dividends under the terms of the November
        2007 Financing Agreements. As a result, we do not expect to pay any dividends
        in
        the foreseeable future. Payment of future dividends, if any, once the
        restrictions are removed, will be at the discretion of our Board of Directors
        after taking into account various factors, including our financial condition,
        operating results, current and anticipated cash needs and plans for
        expansion.
  ***Recent
        Sales of Unregistered Securities***
  The
        November 2007 Financing and the issuance of $2,250,000 in principal amount
        of
        Debentures and Warrants thereunder, as disclosed in Item 3.02 of the Company’s
        Current Report on Form 8-K, filed with the SEC on December 6, 2007, is
        incorporated by reference herein.
  **ITEM
                6.**
              **SELECTED
                  FINANCIAL DATA**
 
 Not
        applicable for smaller reporting companies.
  **ITEM
                7.**
              **MANAGEMENT’S
                  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                  OPERATIONS.**
 
 *The
        following discussion should be read in conjunction with the consolidated
        financial statements and notes thereto presented elsewhere in this report.
        This
        discussion contains certain forward-looking statements that involve risks,
        uncertainties and assumptions. You should read the cautionary statements
        made in
        this report as applying to related forward-looking statement wherever they
        appear in this report. Our actual results may differ materially from the
        results
        we discuss in the forward-looking statements due to certain factors, including
        those discussed in “Risk Factors” and other sections of this
        report.*
  23
  The
        following discussion and analysis provides information which the Company’s
        management believes is relevant to an assessment and understanding of the
        Company's results of operations and financial condition.
  **Overview**
  WiFiMed,
        Inc. is a provider of wireless patient information through its proprietary
        product Tablet MD, which WiFiMed, Inc. developed to assist physicians and
        health
        care providers manage patient workflow.  At December 31, 2007, WiFiMed had
        an accumulated deficit of approximately $31.4 million.
  WiFiMed
        began operations as WiFiMed, LLC, a Georgia limited liability company, in
        November 2002 and reorganized as WiFiMed, Inc., a Delaware corporation on
        or
        about March 21, 2006.  In March 2007, WiFiMed merged with and into a
        wholly-owned subsidiary of Bellacasa Productions, Inc. (which was subsequently
        renamed WiFiMed Holdings Company, Inc.) with WiFiMed, Inc remaining is the
        surviving entity.
  In
        October 2007, the Company acquired substantially all of the assets of JMJ
        Technologies, Inc., which included JMJ’s flagship product—the EncounterPRO EHR,
        a nationally-acclaimed electronic health record or "EHR" with more than 300
        medical practices charting medical records for an estimated three million
        patients. In addition, 26 employees of JMJ had been employed by the Company,
        and
        JMJ’s management supplanted the previous management of the Company, with the
        exception of the board of directors which remained largely intact.
  On
        February 29, 2008, the Company’s wholly owned subsidiary, CyberMedx Medical
        Systems, Inc. (“CMS Inc.”) purchased the assets and know-how of CyberMedx
        Medical Systems, LLC (“CMS, LLC”) pursuant to the Asset Purchase Agreement,
        dated February 20, 2008, in exchange for consideration of 900,000 shares
        of the
        Company’s common stock to the unit holders of the CMS, LLC (with another 100,000
        shares of common stock to be escrowed for one year for the benefit of the
        unitholders and to provide a ready source of recovery for any claims by the
        Company for indemnity), and 100,000 shares of common stock to certain business
        agents in connection with the arrangement of the transaction, in addition
        to up
        to an additional 900,000 shares of the Company’s common stock, among other
        consideration more fully described therein. In connection with the Asset
        Purchase Agreement, CMS, Inc. entered into an employment agreement with Ronald
        R. Barnett (the “Employment Agreement”), as described more fully in the
        Company’s Form 8-K, filed with the Commission on March 6, 2008.
  WiFiMed's
        offices are located at 2000 RiverEdge Parkway, Suite GL 100A, Atlanta, GA
        30328,
        phone number is (770) 919-7220 and its website is www.wifi-med.com.
  **Home
        Healthcare: New Business Opportunities and Associated
        Risks.**
  The
        Company’s business to date has concerned solely the development and sale of EHR
        software. With the acquisition of assets from CMS, LLC and the proposed
        acquisition of PSS, the Company is attempting to expand into a new segment
        of
        the healthcare market. A discussion of the principal opportunities and risks
        associated with that effort follows.
  24
  The
        Centers for Medicare and Medicaid Services has noted that despite the large
        size
        of the home healthcare market and its needs for technology, “the home health
        industry has only recently begun to view technology as a strategic asset,
        and,
        as a result, is several years behind other industry groups.” One reason the
        industry is behind stems from fact that the “system” for delivering home health
        care involves thousands of businesses that cooperate and compete with one
        another. Durable medical equipment or "DME" vendors supply many different
        home
        nursing agencies, hospitals and pharmacies; the nursing agencies and long
        term
        care facilities usually market their services to several area hospitals;
        virtually every stakeholder needs a means to communicate with the physicians
        that authorize and monitor treatments; and many participants would benefit
        from
        access to real-time information from the patient’s bedside; and so forth. Most
        of these stakeholders—even patients in many cases—have one or more existing
        financial, inventory, document management and/or messaging applications.
        Therefore, the solution to the interoperability problems of the home healthcare
        “system” must (1) be affordable, (2) provide a reasonably fast return on
        investment to each stakeholder, and (3) not threaten the continued viability
        of
        any stakeholder, since all (or nearly all) stakeholders must subscribe to
        an
        interoperability solution in order for all parties to gain the expected
        efficiencies. The Company believes that it has a competitive advantage that
        will
        permit it to offer interoperability solutions that will:
 
 1.
              Give
                  payers, physicians, therapists, nurses, and vendors real-time access
                  to
                  all point-of-care patient and/or device data generated by home
                  bedside
                  devices or providers; and
 2.
              Substantially
                  improve approvals, payments and other business processes for the
                  benefit
                  of all stakeholders.
  In
        view
        of these opportunities, the Company expects to use its expertise to pursue
        (in
        conjunction with PSS if the acquisition is completed) to:
  1.
              Execute
                  upon planned pilot projects to prove out technologies to transmit
                  data
                  from a wide range of bedside machines to healthcare providers and
                  equipment vendors. The effort to develop these pilot projects span
                  over
                  two years;
 2.
              Leverage
                  the anticipated success in the pilot initiatives (a) to develop
                  and
                  demonstrate data interoperability gains for each of the stakeholders
                  in
                  the home healthcare system; (b) to open new distribution channels
                  with new
                  partners, and (b) to market EncounterPRO EHR to the physicians
                  who will
                  gain access to critically important remote bedside data;
                  and
 3.
              Replicate
                  the success of PSS’s established business model through expansion of its
                  core operations into new service
                  areas.
  The
        Company also anticipates that it may, in the next 12 months, acquire a practice
        management system company, enabling the Company to offer an “integrated”
solution to practices; enhance its Application Service Provider (“ASP”) model of
        delivery and pricing; accelerate the sale and deployment of new EHR modules,
        such as electronic prescribing services and other medication services; and
        sell
        EncounterPRO EHR practices particularized and benchmarked collections of
        data
        (both business and patient care data), analytic tools and consulting services.
  25
  The
        Company’s pursuit of opportunities in home health care presents substantial
        risks. Among those risks are those that may materialize as a consequence
        of the
        Company’s lack of experience directly in home health care. The Company’s current
        management, apart from Mr. Barnett, who was hired as of March 1, 2008 as
        president of CMS, Inc., has little experience in home healthcare. In the
        event
        that PSS is not acquired, the Company will not acquire the additional home
        healthcare expertise of PSS’s management. In addition, the Company has not
        deployed into production in the home healthcare market the interoperability
        solutions that must be fully developed and deployed to be successful.
  **Critical
        Accounting Policies: Revenue Recognition**
  The
        Company's revenue consists of fees derived from (1) the licensing of software
        to
        end user customers; (2) related services, including installation, training,
        implementation, and software support; and (3) the resale of certain computer
        equipment.
  The
        Company recognizes software license revenue under Statement of Position No
        97-2
        "Software Revenue Recognition" as amended by Statement of Position
        No. 98-9, "Software Revenue Recognition With Respect to Certain
        Transactions," Emerging Issues Task Force 00-21, "Revenue Arrangements with
        Multiple Deliverables," and related interpretations.
  Sales
        of
        licensed software are recognized as revenue upon delivery and installation
        of
        the software at the customer site.  Sometimes our agreements with customers
        include acceptance provisions, in which case revenue is not recognized prior
        to
        customer acceptance.  Regardless of the form of sale, no revenue is
        recognized without persuasive evidence of an arrangement existing. 
Persuasive evidence is determined to be a signed purchase order received
        from
        the customer or an equivalent form for those customers lacking a formalized
        purchase order system.  In the case where customer acceptance is required,
        persuasive evidence includes this customer acceptance documentation.  In
        the case of software license sales, a software license agreement signed by
        both
        parties is often required in addition to a purchase order or equivalent. 
Additionally, revenue is only recognized when a selling price is fixed or
        determinable and collectibility of the receivable is deemed to be
        probable.
  Service
        revenues such as training, installation and implementation are recognized
        when
        the service is complete and acknowledged by the customer.  Fees charged to
        customers for post-contract customer support are recognized ratably over
        the
        term of the contract.  Costs related to maintenance obligations are
        expensed as incurred. Revenue allocated to maintenance is recognized ratably
        over the maintenance term and revenue allocated to training and other service
        elements is recognized as the services are performed.
  Sales
        which constitute a multiple-element arrangement are accounted for by determining
        if the elements can be accounted for as separate accounting units, and if
        so, by
        applying values to those units for which there is vendor specific objective
        evidence of their fair value.  We use the residual method to apply any
        remaining balance to the remaining elements of the arrangement.  More
        specifically, this methodology applies when there is embedded maintenance
        (post-contract customer support) involved in the sale of a software license,
        or
        when the sale of a software license is made in conjunction with required
        installation services.  In the latter case, the recognition of the software
        license is deferred until installation is completed.  Fees relating to the
        delivery of equipment are also incurred and deferred until recognition of
        the
        software license is appropriate, and shown on the balance sheet as deferred
        cost
        of goods sold.
  26
  The
        Company's revenues generated through hosting solutions are recognized using
        the
        proportional performance method.  Revenues are recognized in the month
        services are rendered and earned under service agreements with clients where
        service fees are fixed or determinable.  Accounts receivable are recorded
        when the Company invoices its customer for goods and/or services rendered,
        pursuant to contractual terms.  Purchased inventory is reduced at the time
        that goods are shipped to the customer.
  **Software
        Development Expenditures**
  The
        Company accounts for its software development costs that will be sold, leased,
        or otherwise marketed in accordance with Statement of Financial Accounting
        Standards Board ("FASB") 86 "Accounting for the Costs of Computer Software
        to Be
        Sold, Leased, or Otherwise Marketed."  Accordingly, software development
        costs are capitalized once technological feasibility has been established
        and
        continues until the product is available for general market release.  These
        capitalized costs are subject to an ongoing assessment of recoverability
        based
        on anticipated future revenues and changes in hardware and software
        technologies.  During the years ended December 31, 2007 and December 31,
        2006, the Company expensed software development costs as incurred because
        the
        net realizable value was not assured.  These costs totaled $4,200 and
        $219,259 for the years ended December 31, 2007 and December 31, 2006,
        respectively.
   **Recent
        Accounting Policies**
  1)  In
        February 2007, the Financial Accounting Standards Board (“FASB”) issued
        Statement of Financial Accounting Standards (“SFAS”) No. 159, “The Fair
        Value Option for Financial Assets and Financial Liabilities, including an
        amendment of FASB Statement No. 115”. SFAS 159 permits entities to choose
        to measure many financial instruments and certain other items at fair value
        at
        specified election dates. This Statement applies to all entities, including
        not-for-profit organizations. SFAS 159 is effective as of the beginning of
        an
        entity’s first fiscal year that begins after November 15, 2007. As such,
        the Company is required to adopt these provisions at the beginning of the
        fiscal
        year ended December 31, 2008. The Company is currently evaluating the
        impact of SFAS 159 on its financial statements.
 
 2)  In
        June 2006, the FASB issued FIN 48, *Accounting
        for Uncertainty in Income Taxes-an Interpretation of FASB Statement NO. 109.* This
        interpretation clarifies the accounting for uncertainty in income taxes
        recognized in an enterprise’s financial statements. This interpretation
        prescribes a recognition threshold and measurement attribute for the financial
        statement recognition and measurement of a tax position taken or expected
        to be
        taken in a tax return. This Interpretation also provides guidance on
        derecognition, classification, interest and penalties, accounting in interim
        periods, disclosure, and transition. FIN 48 is effective for fiscal years
        beginning after December 15, 2006. As such, the Company adopted these
        provisions at the beginning of the fiscal year ended December 31, 2007.
        Adoption of FIN 48 did not have a significant effect on the Company’s financial
        statements.
  27
  3)  In
        September 2006, SEC Staff Accounting Bulletin No. 108 (“SAB 108”) was
        issued to provide guidance on Quantifying Financial Statement Misstatements.
        SAB
        108 addresses how the effects of prior-year uncorrected misstatements should
        be
        considered when quantifying misstatements in current-year financial statements.
        The SAB 108 requires registrants to quantify misstatements using both the
        balance sheet and income statement approaches and to evaluate whether either
        approach results in quantifying an error that is material in light of relevant
        quantitative and qualitative factors. When the effect of initial adoption
        is
        determined to be material, the SAB 108 allows registrants to record that
        effect
        as a cumulative-effect to beginning-of-year retained earnings. SAB 108 is
        effective for fiscal years ending after November 15, 2006 and early
        application is encouraged for any interim period of the first fiscal year
        ending
        after that date. Adoption of SAB 108 did not have a significant effect on
        the
        Company’s financial statements.
 
 4)  In
        September 2006, the Financial Accounting Standards Board (“FASB”) issued
        Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value
        Measurements”. SFAS 157 defines fair value, establishes a framework for
        measuring fair value, and expands disclosures about fair value measurements.
        SFAS 157 is effective as of the beginning of the first fiscal year that begins
        after November 15, 2007. As such, the Company is required to adopt these
        provisions at the beginning of the fiscal year ended December 31, 2008. The
        Company is currently evaluating the impact of SFAS 157 on its consolidated
        financial statements.
 
 5)  In
        December 2007, the Financial Accounting Standards Board issued Statement of
        Financial Accounting Standards (“SFAS”) No. 141(R), “Business
        Combinations”. SFAS 141(R) establishes principles and requirements for how the
        acquirer recognizes and measures in its financial statements the identifiable
        assets acquired, the liabilities assumed, an any noncontrolling interest
        in the
        acquiree, recognizes and measures the goodwill acquired in the business
        combination or a gain from a bargain purchase, and determines what information
        to disclose to enable users of the financial statements to evaluate the nature
        and financial effects of the business combination. SFAS 141(R) is effective
        for
        fiscal years, and interim periods within those fiscal years, beginning on
        or
        after December 15, 2008. As such, the Company is required to adopt these
        provisions at the beginning of the fiscal year ended December 31, 2009. The
        Company does not expect adoption of SFAS 141(R) to have a material effect
        on its
        financial statements.
 
 6)  In
        December 2007, the Financial Accounting Standards Board issued Statement of
        Financial Accounting Standards (“SFAS”) No. 160, “Noncontrolling Interests
        in Consolidated Financial Statements, an amendment of ARB No. 51”. SFAS 160
        establishes accounting and reporting standards for the noncontrolling interest
        in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is
        effective for fiscal years, and interim periods within those fiscal years,
        beginning on or after December 15, 2008. As such, the Company is required
        to adopt these provisions at the beginning of the fiscal year ended
        December 31, 2009. The Company does not expect SFAS 160 to have a material
        effect on its financial statements.
  28
  7)  In
        December 2007, the SEC issued Staff Accounting Bulletin No. 110 (“SAB
        110”). SAB 110 permits companies to continue to use the simplified method, under
        certain circumstances, in estimating the expected term of “plain vanilla”
options beyond December 31, 2007. SAB 110 updates guidance provided in SAB
        107
        that previously stated that the Staff would not expect a company to use the
        simplified method for share option grants after December 31, 2007. Adoption
        of SAB 110 is not expected to have a material impact on the Company’s financial
        statements.
  **Results
        of Operations Annual Financial Information**
  **Results
        of Operations Comparison of the year ended December 31, 2007 with the year
        ended
        December 31, 2006.**
  **Sales** –
        Total revenue for the year ended December 31, 2007 was $552,542 reflecting
        the
        Company’s acquisition of JMJ Technologies effective October 1, 2007. The Company
        and Aquamer ceased to be considered “development-stage companies” during fiscal
        year 2006 and had no revenues during such period.
  **Costs
        and Expenses** - Total
        costs and operating expenses for the year ended December 31, 2007 were
        $7,273,214, compared to $1,599,890 in the year ended December 31,
        2006.
  Selling,
        general and administrative expenses in the year ended December 31, 2007 were
        $7,126,081, which consisted primarily of payroll and related employee expenses
        of $1,500,278, professional fees of $564,687 for legal and accounting services;
        $159,340 for commissions; and $49,965 for travel, meals and entertainment. 
Much of the cost for legal and accounting expenditures was related to SEC,
        federal, and state filings and the expenditures involved in due diligence
        for
        the JMJ acquisition.  Other expenses for the period were research and
        development, $4,200; non-cash compensation charges, $335,735; non-cash
        consulting charges of $3,853,471, rent, $47,368; and depreciation and
        amortization $119,032.  Interest expense for the period was
        $39,757.
  Selling,
        general and administrative expenses in the year ending December 31, 2006
        were
        $1,380,631 which consisted primarily of payroll and related employee expenses
        of
        $686,768; $72,441 for legal and accounting services; $127,151 for commissions;
        and $42,841 for travel, meals and entertainment.  Other expenses for the
        period are research and development $219,259; and depreciation,
        $16,965.
  29





Net
        Loss
        - Net loss before taxes, for the year ended December 31, 2007 was
        ($27,248,117).  Net loss before taxes, for the year ended December 31, 2006
        was ($1,639,174). The net change of approximately ($25,608,943) resulted
        primarily from the embedded derivatives of approximately $20,675,000 attached
        to
        the 5% senior subordinated debentures and warrants and from higher payroll
        and
        related employee expenses.
  WiFiMed
        has not reduced its net loss, for the year ended December 31, 2007 or for
        the
        year ended December 31, 2006, by any tax benefit, and consequently, for both
        periods, its net loss was the same before and after taxes.
  Net
        Loss
        per Share - For the years ended December 31, 2007 and December 31, 2006,
        net
        loss was ($1.12) and ($0.21) per share, respectively.  Per share losses for
        the year ended December 31, 2007 and December 31, 2006 period were based
        on 24,356,818 and 7,518,373 weighted average shares,
        respectively.
  **Liquidity
        and Capital Resources**
  As
        of
        December 31, 2007, WiFiMed's cash balance was $1,111,218, as compared to
        $0 on
        December 31, 2006.  At December 31, 2007 WiFiMed had an accumulated deficit
        of approximately $31.4 million and working capital deficit of approximately
        $800,000.  As disclosed below, WiFiMed requires additional working capital
        in order to develop its business operations.
  As
        of
        December 31, 2007, WiFiMed liabilities totaled approximately $23.0 million,
        which consisted of derivative liabilities of $20,674,693; accounts payable
        of
        $629,174; accrued expenses of $317,447; loans and notes payable of $480,105
        deferred and unearned revenue of $764,044; capital lease obligations of $18,488;
        and $74,900 in 5% senior convertible debt.
  As
        of
        December 31, 2006, total liabilities were approximately $1,289,809, which
        consisted of accounts payable of $400,089; deferred and unearned revenue
        of
        $444,635; loans and notes payable of $185,281 and accrued expenses of
        $259,804.
  On
        November 30, 2007 (the "Closing Date"), WiFiMed Holdings Company, Inc., a
        Nevada
        corporation, (the "Company"), entered into a Securities Purchase Agreement
        (the
        "Securities Purchase Agreement") to purchase units consisting of 5% Senior
        Convertible Debentures (the "Debentures") in the aggregate principal amount
        of
        $2,250,000, at an original issue discount of 10% or $2,025,000 aggregate
        purchase price, and warrants to purchase the number of shares of common stock
        issuable upon conversion of the Debentures (the “Warrants”) which, together with
        accrued but unpaid interest and any other amounts due thereon, are due and
        payable on May 31, 2010, with the following three institutional investors:
        Enable Growth Partners LP, Pierce Diversified Strategy Master Fund LLC, ena
        and
        Enable Opportunity Partners LP (collectively, the "Purchasers") upon which
        date
        the transactions contemplated thereunder were consummated (the
        "Financing").  After commissions and fees in connection with the
        offering, the Company received a net amount of $1,755,000 for working capital
        purposes.
  As
        of
        December 31, 2006, our cash balance was $0.
  30
  In
        February 2006, a convertible note payable in the principal amount of $90,000
        was
        exchanged for 900,000 shares of our common stock in accordance with the terms
        of
        the note.  Also in February 2006, a $15,800 accrued liability to issue
        shares to a consultant was eliminated by the issuance of the agreed upon
        number
        of shares to the consultant.
  WiFiMed
        intends to meet its cash needs for the next 12 months by the sale of securities
        or borrowings.  WiFiMed needs to raise approximately $5 million to $10
        million in capital in order to pursue its business plan over the next 12
        months,
        and the required additional financing may not be available on acceptable
        terms,
        or at all.
  As
        of
        August 24, 2007, WiFiMed, Inc., a subsidiary of the Company, entered into
        two
        promissory notes for $50,000 and warrants to purchase 10,000 shares of WiFiMed,
        Inc. (loaned at a rate of $0.75 per share) each having a term of three years,
        with Maria K. Spencer and the Shocker 200 Index LP. The notes provide for
        the
        payment of interest at 15% per annum and compounded on the basis of 120 days
        and
        actual days elapsed, and are convertible into common stock of WiFiMed, Inc.
        at a
        conversion price of $1.00 per share, subject to customary anti-dilution
        adjustments.
  There
        are
        a number of factors beyond the Company’s control that may make any future
        financings uncertain.  There is no assurance WiFiMed will be able to sell
        its securities or borrow funds to pursue its business objectives.  WiFiMed
        will require the infusion of capital to sustain planned growth and failure
        to
        raise enough capital to continue operations may force the Company to curtail
        or
        case the operations.
  **Liquidity
        and Ability to Continue as a Going Concern and Plan of
        Operation**
  The
        Company's consolidated financial statements, which are included in this report
        have been presented on a going concern basis, which contemplates the realization
        and the satisfaction of liabilities in the normal course of business.  The
        Company’s liquidity has been adversely affected by losses of more than $31.4
        million since operations of WiFiMed, Inc. began in November 2002, which raises
        substantial doubt about the Company’s ability to continue as a going concern
        without additional capital contributions and/or achieving profitable
        operations.  The Company's management's plan includes raising additional
        capital either in the form of common stock or convertible securities and
        continuing its research and development efforts.  There can be no
        assurance, however, that the Company will be successful in accomplishing
        its
        objectives.
  WiFiMed
        requires at least $3 **** million
        of working capital in order to pursue its business plan over the next twelve
        months.  Such funds shall be used for continued research and development;
        sales and marketing; and general working capital purposes.
  **Capital
        Expenditures**
  During
        the years ended December 31, 2007 and December 31, 2006, WiFiMed purchased
        $93,477 and $13,190, respectively, of capital equipment, largely computer
        equipment, software and demonstration units.
  31
  **Research
        and Development**
  The
        Company spent $4,200 and $219,259 on research and development activities
        for the
        years ended December 31, 2007 and 2006, respectively. These activities were
        focused on developing and refining our proprietary technology.
  **Business
        Consulting Agreement**
 
 On
        August
        29, 2007, the Company entered into a Business Consulting Agreement with Archer
        Capital, Inc. (“Archer Capital”) for the purpose of obtaining specialized
        business advisory services with respect to the Company’s business plan,
        corporate acquisitions, asset purchases, and other matters, provided that
        Archer
        Capital’s duties do not include raising capital for the Company.  In
        exchange for such consulting services, Archer Capital shall be receiving
        the
        following compensation: (i) 1,200,000 warrants of the Company exercisable
        at
        $0.20 per share with an expiration date of March 1, 2009; (ii) reimbursement
        of
        reasonable travel costs and expenses; and (iii) cash payments of (a) $20,000
        in
        October 2007; (b) $15,000 in each of November 2007 and December 2007, and
        (c)
        $5,000 per month, for a period of 12 months, beginning in January
        2008.
  **CyberMedx
        Asset Purchase and Employment Agreement**
  On
        February 29, 2008, the Company acquired substantially all of the assets of
        CyberMedx Medical Systems, LLC (“CyberMedx“) through its wholly-owned subsidiary
        CyberMedx Medical Systems, Inc. (“CMS, Inc.”) pursuant to the Asset Purchase
        Agreement, dated February 20, 2008 as disclosed in the Company’s Current Report
        on Form 8-K, filed with the SEC on March 6, 2008. The purchased assets included
        software, licenses, trademark and other intellectual property rights, as
        well as
        contracts, accounts receivable, and CMS, Inc. only assumed certain liabilities
        in connection with contracts due to be performed after closing, in addition
        to
        compensation to Mr. Barnett and the business agents (as further described
        below). As consideration for entering into the Asset Purchase Agreement and
        consummating the transactions contemplated therein, the Company issued 900,000
        restricted shares of common stock, par value $.0001 per share (the “Acquisition
        Shares”) to unit holders of CyberMedx, and may issue up to an additional 900,000
        as a post-closing adjustment as calculated in Section 3.5 of the Asset Purchase
        Agreement in the event the weighted average sales price (weighted for volume)
        of
        the Company’s common stock is below $1.00 per share on the OTCBB for the thirty
        consecutive business days preceding the 180 th day
        following the Closing Date.
  In
        connection with the Asset Purchase Agreement, Mr. Barnett entered into an
        employment agreement, effective as of March 1, 2008, whereby CMS, Inc. employed
        Barnett as its President and Acting Treasurer for a term of three (3) years
        (the
“Employment Agreement”). The consideration for Employment Agreement consisted of
        salary, fixed bonuses, stock options, “earn out” cash bonuses of up to $1.35
        million over three years, and common stock subject to partial or full
        forfeiture, depending upon the financial performance of CMS, Inc. The annual
        base salary for the first year is $120,000 and is $140,000 for the second
        year,
        with salary for the third year dependent upon the financial performance of
        CMS,
        Inc. Barnett received a “sign on” bonus of $32,000, payable in semi-monthly
        installments over the course of the first year of employment, as well as
        a first
        annual bonus of $48,000 and a second annual bonus of $56,000, with bonuses
        for
        the third year dependent on the performance of CMS, Inc., subject to a cap
        of
        40% of Employee’s salary at such time. The Company awarded Barnett a total of
        one million stock options of the Company. In addition, Barnett was awarded
        a
        total of 3.6 million shares of Common Stock upon the commencement of his
        employment, which shares are subject to forfeiture following each of the
        three
        years of employment, depending upon to extent to which CMS, Inc. has met
        certain
        financial and product development goals, as further described therein. The
        same
        goals will be used to determine the “earn out” cash bonuses that Barnett may
        earn, up to a maximum of $1.35 million. The parties agreed to a Product
        Development Bonus, based on certain product development criteria to be
        negotiated by July 1, 2008, which if met, would entitle Barnett to a maximum
        annual amount of $45,000 for each of the three years of the contract term,
        based
        on the schedule provided therein.
  32
  In
        connection with the Asset Purchase Agreement and the Employment Agreement,
        Messrs. Stanley Hassan, James H. Roache, and Daniel L. Thomas acted as business
        agents for Barnett in connection with his prospective employment by CMS,
        Inc.
        and entered into Agent Acknowledgement and Agreements (the “Agent Agreements”).
        As consideration for services rendered by such business agents to CMS, LLC
        in
        its efforts to sell its assets, 100,000 shares of common stock of the Company,
        were issued in equal parts to Messrs. Hassan, Roache and Thomas, as well
        as
        issued an equal portion of 400,000 shares of common stock of the Company,
        which
        are subject to forfeiture following each of the three years of Barnett’s
        employment, depending upon to extent to which CMS, Inc. has met certain
        financial and product development goals. In addition, the Company expects
        to pay
        each such business agent 1/27 th of the
        gross cash “earn out” bonuses earned by Barnett; namely, the “Product
        Development Bonus” and the “Earn Out Cash Bonus” in Sections 2(e) and 2(f),
        respectively, of the Employment Agreement.
  Also
        in
        connection with the Asset Purchase Agreement, MITSI and CMS, LLC entered
        into
        the Acknowledgement, Certification and Agreement which provided for an
        accounting of the intellectual property owned or otherwise controlled by
        CMS,
        LLC (the “Intellectual Property”) and the assignment to CMS, LLC and disclaimer
        of all right, title and interest that MITSI may have in the Intellectual
        Property (except with respect to MITSI’s Lynx product). MITSI is obligated to
        deliver, for transfer to CMS, Inc., all true and correct documentation in
        its
        possession or control regarding the Intellectual Property. MITSI also granted
        “reseller” status to CMS, LLC, which was deemed transferred to CMS, Inc. at
        closing, pursuant to which the Lynx product and components may be purchased
        and
        resold under the product name “Wave Lynx.”
  CMS,
        Inc.
        specializes in providing wireless patient data collection, transmission and
        management devices and technologies for home care, alternate care and hospital
        markets. The wholly owned subsidiary of the Company issued one million shares
        in
        exchange for 100% of the outstanding stock of CyberMedx, with the transaction
        having a total equity consideration of $4 million dollars.
 
 We
        have
        no off-balance sheet financing arrangements.
 
 33
  **ITEM
                8.**
              **FINANCIAL
                  STATEMENTS AND SUPPLEMENTARY DATA******
  The
        financial statements referred to in the index contained on page F-1 of this
        report following Part IV, Item 15, are incorporated herein by reference.
  **ITEM
                9.**
              **CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURE******
  On
        April
        30, 2007, WiFiMed Holdings Company, Inc., f/k/a Bellacasa Productions, Inc.
        (the
        "Company," "we" "us" "our") dismissed Michael F. Cronin, CPA as its principal
        independent registered public accounting firm.
  Concurrent
        with the decision to dismiss Michael F. Cronin, CPA as our independent auditor,
        our Board of Directors elected to continue the existing relationship of our
        subsidiary WiFiMed, Inc. with Rotenberg & Co., LLP and appointed Rotenberg
& Co., LLP as our independent registered public accounting
        firm.
  Our
        Board
        of Directors approved the decision to change independent registered accounting
        firms.  During our two fiscal years ended December 31, 2005 and 2006, and
        in the subsequent interim period through April 30, 2007, we did not consult
        with
        Rotenberg & Co., LLP on (i) the application of accounting principles to a
        specified transaction, either completed or proposed, or the type of audit
        opinion that might be rendered on our financial statements, and neither a
        written report was provided to us or oral advice was provided that Rotenberg
        & Co., LLP concluded was an important factor considered by us in reaching a
        decision as to the accounting, auditing or financial reporting issue; or
        (ii)
        any matter that was the subject of a disagreement or reportable events set
        forth
        in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
  During
        our two fiscal years ended December 31, 2005 and 2006 and through the date
        of our dismissal of Michael F. Cronin, CPA (April 30, 2007), there were no
        disagreements with Michael F. Cronin, CPA on any matter of accounting principles
        or practices, financial statement disclosure, or auditing scope or procedure,
        which disagreements, if not resolved to the satisfaction of Michael F. Cronin,
        CPA would have caused Michael F. Cronin, CPA to make reference to the
        disagreements in connection with his reports on our financial statements
        for
        such years.
  The
        reports of Michael F. Cronin, CPA on our financial statements for the fiscal
        years ending December 31, 2005 and December 31, 2006 did contain a statement
        indicating substantial doubt about our ability to continue as a going concern
        because of our ongoing losses from operations.  The audit reports of
        Michael F. Cronin, CPA on our financial statements for the fiscal years ended
        December 31, 2005 and 2006 contain no other adverse opinion, disclaimer of
        opinion or modification as to  uncertainty, audit scope or accounting
        principles (as described in item 304(a)(1)(ii) of Regulation S-K).
  We
        have
        provided Michael F. Cronin, CPA the foregoing disclosures and have requested
        that he furnish us with a letter addressed to the Securities and Exchange
        Commission stating whether or not he agrees with such disclosures. We have
        received the requested letter from Michael F. Cronin, CPA wherein he has
        confirmed his agreement with our disclosures. A copy of the letter from Michael
        F. Cronin, CPA stating he agrees with such disclosures has been filed with
        the
        SEC is an exhibit to this registration statement.
  34
  **ITEM
        9A (T).**  **CONTROLS
        AND PROCEDURES**
 
 (a)
              Evaluation
                  of Disclosure Controls and Procedures.
  Our
        principal executive officer and principal financial officer have evaluated
        the
        effectiveness of our disclosure controls and procedures (as defined in Rule
        13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as amended)
        as of
        the end of the period covered by this report. Based on that evaluation, such
        principal executive officer and principal financial officer concluded that,
        the
        Company’s disclosure control and procedures were effective as of the end of the
        period covered by this report.
  (b)
              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 in defined in Exchange Act
        Rules
        13a-15(f) under the Securities Exchange Act of 1934, as amended. Under the
        supervision of management and with the participation of our management,
        including our principal executive officer and principal financial officer,
        we
        conducted an evaluation of the effectiveness of our internal control over
        financial reporting based on the framework in Internal Control-Integrated
        Framework issued by the Committee of Sponsoring Organizations of the Treadway
        Commission. Based on the aforementioned criteria, our management concluded
        in
        its assessment of internal control over financial reporting that our internal
        control procedures as of December 31, 2007 were effective, despite the existence
        of a significant deficiency as observed by our independent auditors in
        connection with the audit of our financial statements for the consolidated
        years
        ended December 31, 2007 and 2006, respectively, due to the fact that management
        was still working on finalizing the financial statements and 10-K in the
        few
        days preceding the extended filing deadline. **** Our
        auditors also noted that, the Company’s financial statements including notes and
        Form 10-K should be completed in a more timely manner so that company
        management, the audit committee and external auditors have sufficient time
        to
        review them before the initial filing deadline. A significant deficiency
        is a
        deficiency, or a combination of deficiencies, in internal control over financial
        reporting that is less severe than a material weakness, yet important enough
        to
        merit attention by those responsible for oversight of the Company’s financial
        reporting. Management believes the existence of the aforementioned significant
        deficiency was affected by the high amount of recent acquisition activity
        combined with the relatively short amount of time in which current management
        has been in place, and has concluded that our internal controls over financial
        reporting were operating effectively for a sufficient period of time to reduce
        to a less than the reasonable possibility that a material misstatement will
        not
        be prevented or detected on a timely basis.
  35
  This
        annual report does not include an attestation report of the Company’s registered
        public accounting firm regarding internal control over financial reporting.
        Management’s report was not subject to attestation by the Company’s registered
        public accounting firm pursuant to the temporary rules of the Securities
        and
        Exchange Commission that permit the Company to provide only the management’s
        report in this annual report.
 
 (c)
              Change
                  in Internal Control over Financial
                  Reporting.
  No
        change
        in our internal control over financial reporting occurred during our most
        recent
        fiscal quarter that has materially affected, or is reasonably likely to
        materially affect, our internal control over financial reporting.
 
 In
        the
        first quarter of 2008, the Company retained the services of a part-time CFO,
        whose position became effective as of the beginning of the second quarter
        of
        2008. We anticipate that the addition of a part-time CFO, as well as the
        allowance of time with current management in place and the availability of
        consolidated financial information concerning the large number of recent
        acquisitions involving the Company, will remediate the significant deficiency
        noted above. We will continue to monitor the effectiveness of our internal
        controls and make any changes that our management deems
        appropriate.
 
 (d)
              We
                  believe that a controls system, no matter how well designed and
                  operated,
                  can not provide absolute assurance that the objectives of the controls
                  system are met, and no evaluation of controls can provide absolute
                  assurance that all control issues and instances of fraud, if any,
                  within a
                  company have been detected.
  **ITEM
        9B.**  **OTHER
        INFORMATION**
 
 Not
        Applicable.


36
  **PART
        III**
 
 **ITEM 10.**  **DIRECTORS
        AND EXECUTIVE OFFICERS OF THE REGISTRANT**
  The
        following table furnishes the information concerning the Company’s directors and
        executive officers as of the date of this prospectus.
  **Name**
              
              **Age**
              
              **Position**Gregory
                  Vacca
              
              58
              
              President,
                  CEO, Acting Treasurer, and DirectorMarshall
                  Sterman
              
              76
              
              DirectorDavid
                  Hubbard
              
              52
              
              DirectorRichard
                  Burtt
              
              62
              
              DirectorRobert
                  Coffill
              
              51
              
              Director
 
 The
        term
        of office for each director is two years, or until his/her successor is elected
        and qualified at the Company’s annual meeting, with the exception of Mr. Gregory
        Vacca, whose term as a director lasts for the term of his Employment Agreement
        with the Company or for so long as Mr. Vacca remains President or CEO of
        either
        the Company or its subsidiary, EHRI. On October 15, 2007, as reported in
        the
        current report on Form 8-K, filed with the SEC on October 19, 2007, the Board
        of
        Directors accepted Mr. Jeffrey Simon’s resignation from his positions with the
        Company as President, CEO, and a member of the board of directors.
  *Identification
        of Certain Significant Employees.*
 
 Strategic
        matters and critical decisions are handled by the Company's directors and
        executive officers. Day-to-day management is delegated to Gregory Vacca,
        who is
        an employee of the Company in addition to his officer and director positions
        with the Company and his positions as President and CEO of EncounterPRO
        Healthcare Resources, Inc. (“EncounterPRO”), a wholly-owned subsidiary of the
        Company, pursuant to that certain Employment Agreement, dated October 15,
        2007
        (the “Employment Agreement”), and his recent appointment as CEO of WiFiMed, Inc.
        pursuant to board resolution, dated December 20, 2007; Frank Martin, COO
        of
        EncounterPRO; Kathleen St. John, who is general counsel of the Company in
        addition to her positions as Secretary of WiFiMed, Inc. and Secretary of
        EncounterPRO; and Kane St. John, the President and Acting CFO of WiFiMed,
        Inc.,
        a wholly-owned subsidiary of the Company The St. Johns are husband and
        wife.
  The
        following is a brief account of the business experience during the past five
        years of each of the Company's directors and executive officers, including
        principal occupations and employment during that period and the name and
        principal business of any corporation or other organization in which such
        occupation and employment were carried on.
  37
  **Gregory
        Vacca,** President,
        CEO, Acting Treasurer, and Director.
  On
        October 15, 2007, Gregory Vacca became the President, CEO, Acting Treasurer
        and
        Director of the Company and had been President and CEO of JMJ Technologies,
        Inc.
        (“JMJ”) from July 2006 to October 1, 2007, the date of our acquisition of JMJ.
        Gregory Vacca is also the CEO and President of EncounterPRO Healthcare
        Resources, Inc., and is the CEO of WiFiMed, Inc., replacing Kane St. John
        in
        that capacity pursuant to board resolution dated December 20, 2007. Prior
        to
        joining JMJ, from October, 2000 to June 2006, Mr. Vacca was the president
        of
        Vacca Insurance Services, a marketing consulting firm for financial institutions
        and insurance companies. He also was a co-founder in **** 2004 **** of
        the
        CoreLINK Group, a national marketing organization with a proprietary
        technological platform for the sale of investment and insurance products
        for
        financial institutions. From 1994 through 2003, Mr. Vacca was Senior Vice
        President/National Insurance and Business Banking Manager for Cal Fed
        Investments, a wholly-owned subsidiary of Cal Fed Bank, which was acquired
        by
        CitiBank. A hospital chaplain in both civilian and military life (Desert
        Storm
        veteran), Mr. Vacca developed expertise in long-term health care. He is a
        graduate of University of California-Irvine with a Bachelor's degree in
        Biological Sciences. He also received the Master of Divinity degree from
        the San
        Francisco Theological Seminary. He is presently a member of the Institutional
        Biosafety Committee of the University of California - Irvine.
 
 **Marshall
        Sterman** ,
        Chairman and Director.
  Mr.
        Sterman previously served as the President, Chief Executive Officer, Chief
        Financial Officer ending on March 6, 2007 and continues to serve as Chairman
        of
        the Board of Directors of the Company and whose service began on August 25,
        2006. Prior to the reverse merger between WiFiMed, Inc. and Bellacasa, Mr.
        Sterman served as President, Chief Executive Officer, Chief Financial Officer,
        and Chairman of the Board of Directors for Bellacasa. Following the reverse
        merger, Mr. Sterman served as Chairman of the Board of WiFiMed, Inc. Since
        1986,
        Mr. Sterman also has been the President of The Mayflower Group, Ltd., a merchant
        banking firm. During his over 40 years of business experience, Mr. Sterman
        has
        assisted businesses in obtaining financing as a principal of a registered
        broker-dealer and as a merchant banker. Some of Mr. Sterman's other business
        positions, during such period, include (1) President of Allied First Class
        Partners, a company that owned Rebound, a Denver-based training and facilities
        company for incarcerated youth, which Mr. Sterman co-founded; (2) Director
        and
        founder of The Standish Care Company, one of the first assisted living
        facilities to be publicly traded in the United States; (3) Managing Director
        of
        The BankHouse, a Boston-based merchant bank which concentrated on the funding
        of
        start-up and early stage businesses; and (4) Director of KTI, which was a
        publicly traded waste-to-energy company and was acquired by Casella Waste
        Systems. Mr. Sterman previously served on the board of directors of Water
        Chef
        Inc., a publicly traded company that develops, markets, and supports water
        purification systems for onsite deployment and community sustenance and on
        the
        board of directors of Andover Medical, Inc., a publicly traded durable medical
        equipment distributor, as well as currently serves as the Chairman of the
        board
        for Medical Management Systems (MSMI).
  38
  **Richard
        F. Burtt** ,
        Director.
  Since
        June 2004 Mr. Burtt has served as the Chief Executive Officer of Nomir Medical
        Technologies, Inc., an early stage company founded to develop and commercialize
        a comprehensive optical solution to wound healing and microbial infections.
        Mr.
        Burtt has over 25 years of senior level experience in creating and building
        technology, life sciences, and software businesses. As Managing Director
        of
        Value Added Strategies, LLC, (VAS) since March 2001, Mr. Burtt has experience
        in
        mergers and acquisitions with operational, financial, and strategic expertise
        to
        early stage to middle market firms. Prior to creating VAS, Mr. Burtt founded
        and
        launched five businesses leading to their acquisitions. He developed expertise
        in mergers, acquisitions, and technology transfers as Executive Vice President
        at Medtronic, a medical technology company. Mr. Burtt holds a MS from University
        of Mass. (Lowell). He also has five years of IBM executive education. He
        has
        served 27 years of multiple Board of Directors memberships, and was awarded
        two
        U.S. patents.
  **Dave
        Hubbard** ,
        Director.
  Mr.
        Hubbard is one of the founders of WiFiMed, Inc.  He has extensive
        experience in product development, creative marketing, multi-media marketing
        and
        public speaking.  He was an All American collegiate and National Football
        League player with the New Orleans Saints.  After a serious back injury, he
        developed and obtained a patent for a unique method of building strength
        without
        compressing the spine.  He has been featured many times on radio,
        television and on several infomercials including numerous appearances on
        QVC.  Mr. Hubbard has successfully produced, marketed and sold a portable
        voice-to-computer dictation system for physicians.  It was that venture
        that led to the future development of WiFiMed.  From 2000 through August
        2002 he served as Chief Marketing Officer of Nexvoice, Inc.  Today, he
        serves as President and CEO of Fitex Solutions, LLC. Mr. Hubbard is a member
        of
        the National Football League Alumni Association.
  **Robert
        Coffill, Jr.** ,
        Director.
  Mr.
        Coffill, Jr. has been the Senior Vice President of Field Operations for Medical
        Solutions Management Inc. from April 2005 to present. Prior thereto, from
        July
        2004 to April 2005, Mr. Coffill, Jr., served as sales manager in the New
        England
        region for Ortho Rehab, Inc., a $40 million manufacturer and distributor
        of
        continuous passive motion devices. From January 2000 to January 2002, Mr.
        Coffill, Jr. formed and served as the Chief Executive Officer of a construction
        staffing company in New York with sales of nearly $6 million. From 1978 to
        2000,
        Mr. Coffill, Jr. has a career in education, serving as a principal and then
        a
        superintendent in five school districts located in urban, suburban and rural
        environments with school populations ranging from 900 to 3,200 students.
        Mr.
        Coffill, Jr. earned a B.S. from North Adams State College, a Masters in
        Education from Salem State College and a C.A.E.S. from the Boston College
        Advanced Executive School Management Program. Mr. Coffill serves on the Board
        of
        Directors of Andover Medical, Inc.
 
 39
  ***Section
        16(a) Beneficial Ownership Reporting Compliance***
 
 Section
        16(a) of the Exchange Act requires our directors, executive officers and
        10%
        beneficial owners (collectively, "Reporting Persons") to file with the SEC
        initial reports of ownership and changes in ownership of our Common Stock.
        Reporting Persons are required by SEC regulations to furnish us with copies
        of
        all Section 16(a) reports they file. To our knowledge, based solely on our
        review of the copies of such reports received or written representations
        from
        certain Reporting Persons that no other reports were required, we believe
        that
        during our fiscal year ended December 31, 2007, all Reporting Persons timely
        filed all such reports other than: (i) Marshall Sterman, our Chairman of
        the
        Board of Directors, who filed one late Form 4 in connection with an option
        granted under the 2006 Stock Option Plan; (ii) Gregory Vacca, our Chief
        Executive Officer, President and Director who filed a late Form 3 in connection
        with his being an officer of the Company and a late Form 4 in connection
        with an
        option to purchase 3,000,000 shares of common stock granted under the amended
        Employment Agreement, dated as of March 6, 2008, subject to vesting as follows:
        500,000 shares on March 6, 2008, 500,000 shares on October 15, 2008, and
        83,333
        shares per month beginning on January 1, 2009; (iii) JMJ Technologies, Inc.,
        a
        greater than 10% beneficial owner of the Company, which filed a late Form
        3 in
        connection with its January 11, 2008 receipt of shares as consideration for
        a
        sale of assets in October 2007; (iv) Joy Terrace Capital, a greater than
        10%
        beneficial owner of the Company, which **** failed
        to
        file **** Form
        3 in
        connection with its receipt of shares on January 3, 2008; and (v) Barry Kramer,
        a greater than 10% beneficial owner of the Company, who failed to
        file **** Form
        3 in
        connection with the receipt of shares on March 26, 2007.
 
 40
  **ITEM
                11.**
              **EXECUTIVE
                  COMPENSATION******
 
 The
        following table shows information concerning all compensation paid for services
        to the Company in all capacities during the years ended December 31, 2007
        and
        December 31, 2006, or accrued within the current fiscal year as to the Chief
        Executive Officer, Chief Financial Officer, and each of the other three most
        highly compensated executive officers of the Company who served in such capacity
        at the end of the last two fiscal years (the “Named Executive Officers”) whose
        total annual salary and bonus exceeded $100,000:
  **SUMMARY
        COMPENSATION TABLE**
 *Name and Principal*
                  *Position(s)*
                
                *Year*
                
                *Salary*
                  *($)*
                
                *Bonus*
                  *($)*
                
                *Stock Awards*
                  *($)(11)*
                
                *Option*
                  *Award*
                  *(s)*
                  *($)(11)*
                
                *Non Equity*
                  *Incentive Plan*
                  *Compensation*
                  *($)*
                
                *Non Qualified*
                  *Deferred*
                  *Compensation*
                  *Earnings*
                  *($)*
                
                *All Other*
                  *Compensation*
                  *($)*
                
                *Total*
                  *($)****Gregory Vacca,***
                  ***CEO and President (1)***
                
                
                ***2007***
                
                
                ***$29,167(2)***
                
                
                ***$-0-(3)***
                
                
                ***$-0-***
                
                
                ***$0(4)***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$4,375(5)***
                
                
                ***$33,542******2006***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$-0-******Jeffrey
                    Simon (6)***
                  ***Former
                    CEO***
                
                
                ***2007***
                
                
                ***$130,208(7)***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$0(8)***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$130,208******2006***
                
                
                ***$57,875***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$65,474(8)***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$123,349******Marshall Sterman (9)***
                  ***Former CEO and CFO***
                
                
                ***2007***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$0(10)***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$0******2006***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$32,737(10)***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                
                ***$-0-***
                
                ******
                ***$32,737***
  (1)
              Serves
                  as executive officer from October 15, 2007 through
                  present.
  (2)
              Mr.
                  Vacca is compensated at an annual salary of $140,000 for 2007 under
                  the
                  Employment Agreement, dated as of October 15, 2007, between Gregory
                  Vacca
                  and the Company, which increases to $160,000 in 2008 through October
                  14,
                  2010. Actual salary received by Mr. Vacca in 2007 was
                  $18,750.
  (3)
              Mr.
                  Vacca is not eligible for an annual bonus until January 31, 2008
                  under the
                  terms of the Employment Agreement.
  (4)
              Pursuant
                  to an amendment to the Employment Agreement dated March 6, 2008,
                  Mr. Vacca
                  was granted 3,000,000 options on March 6, 2008, to purchase common
                  stock
                  of the Company under the Company’s 2008 Stock Incentive Plan, at an
                  exercise price of $0.58 per share. On the grant date, 500,000 shares
                  vested immediately. The remaining 2,500,000 incentive stock options,
                  will
                  vest as follows: 500,000 incentive stock options on the first anniversary
                  of Mr. Vacca’s employment (October 15, 2008), and 2,000,000 incentive
                  stock options on a monthly basis from January 1, 2009, thereafter
                  at
                  1/24thof
                  the options, or 83,333 per month.
  (5)
              Pursuant
                  to the Employment Agreement, Mr. Vacca was awarded fringe benefits
                  which
                  included reimbursements in the following amounts: (i) $750 per
                  month for
                  his cost of housing in the metropolitan Atlanta area for the convenience
                  of the Company; and (ii) two (2) monthly trips to and from Atlanta
                  and
                  Orange County California in the amount of $500 per round trip.
                  Mr. Vacca’s
                  fringe benefits for fiscal year 2007 are calculated and pro-rated
                  for the
                  remainder of the fiscal year based on the effective date the employment
                  began, as of October 15, 2007. Mr. Vacca is entitled to participate
                  on the
                  same basis as the other officers and employees of the Company in
                  the
                  Company’s standard benefits package, including 401(k), group health,
                  disability and life insurance programs, and other fringe benefits.
                  The
                  Company will insure that Mr. Vacca has directors and officers liability
                  insurance in an amount that is sufficient and customary for enterprises
                  like those of the Company.
  41
  (6)
                Served
                    as an executive officer from March 6, 2007 through October 15,
                    2007.
  (7)
              This
                  sum includes $49,500 paid to Mr. Simon in 2008.
  (8)
              Options
                  to purchase 400,000 shares of WiFiMed, Inc. stock at $1.00 per
                  share were
                  granted June 6, 2006 under the 2006 Stock Incentive Plan. On March
                  6,
                  2007, the shares underlying these options were converted into 870,417
                  shares of common stock of WiFiMed Holdings Company, Inc. at an
                  exercise
                  price of $0.46 per share. In 2007, 435,208 shares vested and 435,209
                  shares remained unvested. These options expired upon 90 days from
                  the date
                  of Mr. Simon’s termination, which occurred on or about October 15, 2007.
                  The dollar value is based on the fair value on the date of grant
                  of $1.00
                  per share, calculated in accordance with FAS 123(R).
  (9)
              Served
                  as an executive officer from August 25, 2006 through March 6,
                  2007.
  (10)
                For
                    services rendered in 2006, Mr. Sterman received 200,000 warrants
                    to
                    purchase stock in WiFiMed, Inc. at a price of $1.00 per share.
                    On March 6,
                    2007, the shares underlying these options were converted into
                    435,208
                    shares of WiFiMed Holdings Company, Inc. with a strike price
                    of $0.46 per
                    share. The dollar value is based on the fair value on the date
                    of grant of
                    $1.00 per share, calculated in accordance with FAS 123(R).
 
 42
  **OUTSTANDING
        EQUITY AWARDS AT FISCAL YEAR END**
 **Option
                    Awards**
                
                **Stock
                    Awards****(a)**
                
                **(b)**
                
                **(c)**
                
                **(d)**
                
                **(e)**
                
                **(f)**
                
                **(g)**
                
                **(h)**
                
                **(i)**
                
                **(j)****Name**
                
                **Number of**
                  **Securities**
                  **Underlying**
                  **Unexercised**
                  **Options (#)**
                  **Exercisable**
                
                **Number of**
                  **Securities**
                  **Underlying**
                  **Unexercised**
                  **Options (#)**
                  **Unexercisable**
                
                **Equity**
                  **Incentive**
                  **Plan**
                  **Awards:**
                  **Number of**
                  **Securities**
                  **Underlying**
                  **Unexercised**
                  **Unearned**
                  **Options (#)**
                
                **Option**
                  **Exercise**
                  **Price ($)**
                
                **Option**
                  **Expiration**
                  **Date**
                
                **Number of**
                  **Share or**
                  **Units of**
                  **Stock**
                  **That**
                  **Have Not**
                  **Vested**
                
                **Market**
                  **Value of**
                  **Shares or**
                  **Units of**
                  **Stock That**
                  **Have Not**
                  **Vested**
                
                **Equity**
                  **Incentive Plan**
                  **Awards:**
                  **Number of**
                  **Unearned**
                  **Shares, Units**
                  **or Other**
                  **Rights That**
                  **Have Not**
                  **Vested**
                
                **Equity Incentive**
                  **Plan Awards:**
                  **Market or**
                  **Payout**
                  **Value of**
                  **Unearned Shares,**
                  **Units or Other**
                  **Rights That Have**
                  **Not Vested**Jeffrey
                    Simon
                
                
                
                
                870,417(1)
                
                
                
                
                
                $0.46
                
                
                3/6/2017400,000(1)
                
                
                
                
                
                $1.00
                
                
                6/6/2016Marshall
                    Sterman
                
                
                
                
                435,208(2)
                
                
                
                
                
                $0.46
                
                
                3/6/2017200,000(2)
                
                
                
                
                
                $1.00
                
                
                6/15/2016
  (1)
              The
                  870,417 options resulted from a conversion of the earlier-issued
                  400,000
                  options. Options expire within 90 days of the date of Mr. Simon’s
                  termination, which occurred on or about October 15,
                  2007.
  (2)
              The
                  435,208 options resulted from a conversion of the earlier-issued
                  200,000
                  options.
  **DIRECTOR
        COMPENSATION**
  The
        following table presents information regarding the compensation of our directors
        during the fiscal year-ended December 31, 2007, except for Gregory Vacca,
        our
        Chief Executive Officer, whose compensation is described in the previous
        tables:
 Name
                
                Fees Earned
                  or Paid in
                  Cash ($)
                
                Stock Awards
                  ($)
                
                Option
                  Awards ($)
                
                Non-equity
                  incentive plan
                  compensation
                  ($)
                
                Nonqualified
                  Deferred
                  Compensation
                  Earnings
                
                All other
                  Compensation
                  ($)
                
                Total**MARSHALL
                    STERMAN,**
                
                
                **$15,000(1)**
                
                
                **$0**
                
                
                **$0(2)**
                
                
                **$0**
                
                
                **$0**
                
                
                **(5)**
                
                
                **$15,000****CHAIRMAN****DAVID**
                
                
                **$9,125(3)**
                
                
                **$0**
                
                
                **$0(4)**
                
                
                **$0**
                
                
                **$0**
                
                
                **(5)**
                
                
                **$9,125****HUBBARD****RICHARD**
                
                
                **$15,000(1)**
                
                
                **$0**
                
                
                **$0(6)**
                
                
                **$0**
                
                
                **$0**
                
                
                **(5)**
                
                
                **$15,000****BURTT****ROBERT**
                
                
                **$15,000(1)**
                
                
                **$0**
                
                
                **$0(7)**
                
                
                **$0**
                
                
                **$0**
                
                
                **(5)**
                
                
                **$15,000****COFFILL**
  (1)
          Each
          non-employee member of the board of directors is paid $15,000 per annum
          on a
          quarterly basis, as well as $500 per meeting, with the Chairman of the
          board
          receiving an additional $2,500 per annum, and $1,000 per meeting (“Board
          Compensation”). The Board agreed to reduce its fees in 2007 to $15,000 and to
          accept payment over time.
 (2)
          Mr.
          Sterman’s option awards for services rendered in 2006 are included in the
          Summary Compensation Table.
 (3)
          Compensation of approximately $9,125 paid as wages for his services as
          an
          employee of the Company.
 (4)
          For
          services rendered in 2006, Mr. Hubbard was granted option to purchase 75,000
          shares of WiFiMed, Inc. at an exercise price of $1.00 per share pursuant
          to the
          2006 Stock Incentive Plan. On March 6, 2007, the shares underlying these
          options
          were converted to 163,204 shares of common stock of WiFiMed Holdings Company,
          Inc., exercisable at $0.46 per share resulting in a dollar value of $12,276
          based on the fair value on the date of grant of $1.00 per share, calculated
          in
          accordance with FAS 123(R).
  43
  (5)
          All
          board members shall be reimbursed for reasonable expenses incurred in attending
          meetings in accordance with the Company written travel and expense
          policy.
 (6)
          For
          services rendered in 2006, Mr. Burtt (through his business Value Added
          Strategies, LLC) was granted warrants to purchase 175,000 shares of WiFiMed,
          Inc. at an exercise price of $1.00 per share pursuant to the 2006 Stock
          Incentive Plan. On March 6, 2007, the shares underlying these options were
          converted to 380,808 shares of common stock of WiFiMed Holdings Company,
          Inc.,
          exercisable at $0.46 per share resulting in a dollar value of $28,645 based
          on
          the fair value on the date of grant of $0.46 per share, calculated in accordance
          with FAS 123(R).
 (7)
          For
          services rendered in 2006, Mr. Coffill was granted warrants to purchase
          100,000
          shares of WiFiMed, Inc. at an exercise price of $1.00 per share pursuant
          to the
          2006 Stock Incentive Plan. On March 6, 2007, the shares underlying these
          options
          were converted to 217,604 shares of common stock of WiFiMed Holdings Company,
          Inc., exercisable at $0.46 per share resulting in a dollar value of $16,369
          based on the fair value on the date of grant of $1.00 per share, calculated
          in
          accordance with FAS 123(R).
 *
        All
        calculations in the stock awards and option awards columns in the above tables
        are based on the dollar amount recognized for financial statement reporting
        purposes with respect to the fiscal year in accordance with FAS 123R.
 
 ***Employment
        Agreement***
 
 On
        or
        about October 15, 2007, the Company entered into an employment agreement
        with
        Gregory Vacca for Mr. Vacca to serve as the Company’s President, Chief Executive
        Officer (“CEO”) and acting Treasurer. Pursuant to his employment agreement Mr.
        Vacca receives an annual base salary of $140,000, which increased to $160,000
        on
        January 1, 2008, through October 15, 2010. Mr. Vacca is eligible for an annual
        bonus of up to 40% of his base salary based upon the achievement of corporate
        objectives relating to the Company’s performance as determined by the Board. The
        term of the agreement is for three years commencing October 15, 2007, and
        will
        automatically renew for additional one year terms upon approval by the Board,
        subject to earlier termination provided therein. The Company may terminate
        the
        agreement for just Cause (as defined) upon ten (10) days’ prior written notice.
        Pursuant to a March 6, 2008 amendment to the Employment Agreement, Mr. Vacca
        was
        awarded stock options on March 6, 2008, under the 2008 Company Stock Option
        Plan
        to purchase 500,000 shares of common stock at $0.58 per share, which vested
        immediately, and incentive stock options to purchase 2,500,000 shares vesting
        in
        the amount of 500,000 on October 15, 2008, and the remaining 2,000,000 options
        shall vest on the 1 st day of
        each month, beginning on January 1, 2009, in the amount of 83,333 per month.
  Mr.
        Vacca
        will participate in the Company’s benefit programs and shall also be provided
        with reimbursements for housing in the Atlanta, Georgia metropolitan area
        in the
        amount of $750 per month and travel costs back and forth between Atlanta
        and
        Orange County California for two (2) trips each month in the amount of $500
        per
        round trip.
  ***2006
        Stock Incentive Plan***
  On
        September 14, 2006, our board of directors and a majority of the shareholders
        of
        the Company adopted the “2006 Stock Incentive Plan” (the “Plan”). The Plan
        authorizes the granting of options to purchase up to 7,500,000 shares of
        common
        stock **** and
        that
        the maximum number of shares of common stock subject to awards of any
        combination that may be granted under the Plan during any fiscal year to
        any one
        individual is limited to 1,000,000. The plan is administered by the Board
        of
        Directors or a committee thereof. The board's responsibility includes the
        selection of option recipients, as well as, the type of option granted and
        the
        number of shares covered by the option and the exercise price.
  44
  Plan
        options may either qualify as non-qualified options or incentive stock options
        under Section 422 of the Internal Revenue Code. Any stock options granted
        under
        the plan must provide for an exercise price of at least 100% of the fair
        market
        value on the date of such grant and a maximum term of 10 years. If the employee
        owns more than 10% of our stock, the exercise price of any incentive option
        granted must be at least 110% of fair market value and must be exercised
        within
        five years after the grant.
  All
        of
        our officers, directors, key employees and consultants will be eligible to
        receive non-qualified options under the plan. Only officers, directors and
        employees who are formally employed by the Company are eligible to receive
        incentive options.
  All
        incentive options are non-assignable and non-transferable, except by will
        or by
        the laws of descent and distribution. If an optionee's employment is terminated
        for any reason other than death, disability or termination for cause, the
        stock
        option will lapse on the earlier of the expiration date or three months
        following the date of termination. If the optionee dies during the term of
        employment, the stock option will lapse on the earlier of the expiration
        date of
        the option or the date one-year following the date of death. If the optionee
        is
        permanently and totally disabled within the meaning of Section 22(e)(3) of
        the
        Internal Revenue Code, the plan option will lapse on the earlier of the
        expiration date of the option or one year following the date of such
        disability.
  ***2008
        Stock Incentive Plan***
  On
        February 11, 2008, our board of directors approved the “2008 Stock Incentive
        Plan” (the “2008 Plan”), subject to the approval of the shareholders within
        twelve months of the Board’s approval. The 2008 Plan authorizes the granting of
        options to purchase up to 10,000,000 shares of common stock **** and
        that
        the maximum number of shares of common stock subject to awards of any
        combination that may be granted under the 2008 Plan during any fiscal year
        to
        any one individual is limited to 1,000,000. The 2008 Plan is administered
        by the
        Board of Directors or a committee thereof. The board's responsibility includes
        the selection of option recipients, as well as the type of option granted
        and
        the number of shares covered by the option and the exercise price.
  2008
        Plan
        options may be either qualified or non-qualified options or incentive stock
        options under Section 422 of the Internal Revenue Code. Any stock options
        granted under the 2008 Plan must provide for an exercise price of at least
        100%
        of the fair market value on the date of such grant and a maximum term of
        10
        years. If the employee owns more than 10% of our stock, the exercise price
        of
        any incentive option granted must be at least 110% of fair market value and
        must
        be exercised within five years after the grant.
  All
        of
        our officers, directors, key employees and consultants will be eligible to
        receive non-qualified options under the 2008 Plan. Only officers, directors
        and
        employees who are formally employed by the Company are eligible to receive
        incentive options.
  All
        incentive options are non-assignable and non-transferable, except by will
        or by
        the laws of descent and distribution. If an optionee's employment is terminated
        for any reason other than death, disability or termination for cause, the
        stock
        option will lapse on the earlier of the expiration date or three months
        following the date of termination. If the optionee dies during the term of
        employment, the stock option will lapse on the earlier of the expiration
        date of
        the option or the date one-year following the date of death. If the optionee
        is
        permanently and totally disabled, the 2008 Plan option will lapse on the
        earlier
        of the expiration date of the option or one year following the date of such
        disability.
  45
  **ITEM
                12.**
              **SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT******
 
 Section
        13(d) of the Exchange Act requires persons or groups who own more than 5%
        of a
        registered class of the Company's equity securities, to file Schedules of
        ownership and changes in ownership of Company equity securities with the
        SEC.
        Except as otherwise noted in the footnotes to this table, the named person
        owns
        directly and exercises sole voting and investment power over the shares listed
        as beneficially owned by such person and includes any securities that such
        person has the right to acquire within sixty days pursuant to options, warrants,
        conversion, privileges or other rights.
  Based
        upon such reports as of April 16, 2008, management knows of no other persons
        other than those identified below who were beneficial owners of more than
        five
        percent of the outstanding Shares of Common Stock. The following sets forth
        information with respect to ownership by holders of more than five percent
        (5%)
        of its common stock known by the Company based upon 42,293,887 **** shares
        outstanding at April
        10, 2008.
 Title of Class
                
                Name and Address of
                  Beneficial Owner
                
                Amount of Beneficial
                  Interest
                
                Percent of ClassCommon
                    Stock
                
                Gregory
                  Vacca (1)
                
                
                500,000
                (2)
                
                1.17
                %Common
                    Stock
                
                Marshall
                  Sterman (1)
                
                
                627,145
                (3)
                
                1.47
                %Common
                    Stock
                
                Robert
                  Coffill (1)
                
                
                217,605
                (4)
                
                *Common
                    Stock
                
                Richard
                  Burtt (1)
                
                
                603,983
                (5)
                
                1.42
                %Common
                    Stock
                
                Dave
                  Hubbard (1)
                
                
                1,229,867
                (6)
                
                2.89
                %Common
                    Stock
                
                Jeffrey
                  Simon (7)
                
                
                2,891,129
                (8)
                
                6.90
                %Common
                    Stock
                
                George
                  Hart (9)
                
                
                3,195,390
                (10)
                
                7.55
                %Common
                    Stock
                
                JMJ
                  Technologies, Inc. (1)
                
                
                6,462,067
                (11)
                
                15.28
                %Common
                    Stock
                
                Joy
                  Terrace Capital (12)
                
                
                5,000,000
                (13)
                
                11.82
                %Common
                    Stock
                
                Barry
                  Kramer(14)
                
                
                4,637,651
                (15)
                
                10.33
                %Common
                    Stock
                
                Robert
                  Plumb(16)
                
                
                3,293,336
                (17)
                
                7.53
                %Common
                    Stock
                
                Jonathan
                  Payne(18)
                
                
                2,411,981
                (19)
                
                5.55
                %Total
                    for Officers and Directors as a group(5
                    persons)
                
                
                
                
                
                3,178,600
                (2) (3) (4) (5) (6)
                
                7.23
                %
  46
  *
        Equals
        less than 1 percent.
 
 (1)
              Except
                  as otherwise noted each person’s business address is c/o the Company, 2000
                  RiverEdge Pkwy, Ste. GL 100A, Atlanta, Georgia 30328.
 (2)
              Voting
                  and disposition control resides with Gregory Vacca. These are options
                  to
                  purchase 500,000 shares at $0.58 per share, which are currently
                  exercisable. Mr. Vacca also has been granted incentive stock options
                  to
                  purchase 2,500,000 shares at $0.58 per share, of which 500,000
                  shares vest
                  upon the one year anniversary of Gregory Vacca’s employment agreement, and
                  2,000,000 of which vest on a monthly basis from January 1, 2009
                  thereafter
                  at 83,333 shares per month.
 (3)
              Person
                  retains voting and disposition control with respect to 627,145
                  shares,
                  which includes options to purchase 435,208 shares of common stock
                  exercisable at $0.46 per share.Does
                  not include 32,000 shares owned by Mr. Sterman’s adult daughter, Jessica
                  Weinstein; 32,000 shares owned by his daughter-in-law, Pajes Merriman;
                  or
                  40,000 shares owned by Mr. Sterman’s wife, Dorothy Myerson Sterman, of
                  which Mr. Sterman disclaims beneficial ownership. Also does not
                  include
                  40,000 shares owned by the Mayflower Group LTD, of which Mr. Sterman
                  is
                  the President and the shares of which reporting person disclaims
                  beneficial ownership.
 (4)
              Person
                  retains voting and disposition control with respect to all of the
                  shares
                  underlying options to purchase 217,605 shares of common stock,
                  both
                  exercisable at $0.46 per share.
 (5)
              Person
                  holds voting and disposition control indirectly with respect to
                  603,983
                  shares of common stock through Value Added Strategies, LLC, of
                  which
                  entity such person is the principal owner. This includes warrants
                  to
                  purchase 380,808 shares of common stock exercisable at $0.46 per
                  share.
 (6)
              Person
                  retains voting and disposition control with respect to the 1,318,071
                  shares of common stock, which includes 163,204 shares of common
                  stock
                  underlying options that are exercisable at $0.46 per
                  share..
 (7)
                Person’s
                    address is 3320 Keenland Road, Marietta, GA 30062.
 (8)
                Person
                    retains voting and disposition control with respect to the 2,891,129
                    shares, which amount includes 2,853,016 shares and warrants to
                    purchase
                    38,113 shares of common stock exercisable at $0.46 per
                    share.
 (9)
              Person’s
                  business address is 5620 Conway Dr. Marietta, GA 30068.
 (10)
              Person
                  retains voting and disposition control with respect to all of the
                  shares.
 (11)
              Voting
                  and disposition control with respect to all of the shares is held
                  by James
                  D. Copenhaver, President, CEO and Chairman of the board of JMJ
                  Technologies, Inc., which consists of 4,862,067 common shares and
                  warrants
                  to obtain 1,600,000 shares at $0.01 per
                  share.
   47
  (12)
              Person’s
                  business address is c/o Mark Scardino, 1802 North Carson Boulevard,
                  Carson
                  City, NV 89706.
 (13)
              Voting
                  and disposition control of the shares resides with Francis P.
                  Magliochetti.
 (14)
              Person’s
                  business address is 12428 Promontory Road, Los Angeles, CA 90049.
 (15)
              Person
                  retains voting and disposition control with respect to all of the
                  shares,
                  which consist of 2,042,414 shares of common stock and warrants
                  to purchase
                  (i) 205,636 shares exercisable at $0.46 per share, (ii) 1,139,601
                  shares
                  exercisable at $0.08775 per share; and (iii) 1,250,000 shares exercisable
                  at $0.40 per share.
 (16)
              Person’s
                  business address is 1524 Vassar Street, Houston, Texas
                  77006.
 (17)
              Person
                  retains voting and disposition control with respect to all of the
                  shares,
                  which consist of 1,855,584 shares of common stock and warrants
                  to purchase
                  104,449 shares exercisable at $0.46 per share and 1,333,333 shares
                  at
                  $0.075 per share.
 (18)
              Person's
                  business address is 6141 Sherry Lane, Dallas, TX 75225-6302.
 (19)
              Person
                  retains voting and disposition control with respect to all of the
                  shares,
                  which consist of 1,222,978 shares of common stock and warrants
                  to purchase
                  (i) 896,571 shares exercisable at $0.35 per share, (ii) 42,432
                  shares
                  exercisable at $0.46 per share, and (iii) 250,000 shares exercisable
                  at
                  $1.40 per share.
  We
        are
        not aware of any arrangements that could result in a change of
        control.
  **EQUITY
        COMPENSATION PLAN INFORMATION**
  The
        following table sets forth the information indicated with respect to our
        stock
        option plans as of December 31, 2007, under which our common stock is authorized
        for issuance compensation. The fair value of each option grant is estimated
        on
        the date of the grant using the Black-Scholes option-pricing model with the
        following weighted average assumptions: dividend yield of 0%; expected
        volatility of 174% ;
        risk-free interest rate of between 4.40%
        and
        4.00% ;
        and an
        expected life of 10 years.
  48
 Number of Securities
                  to be issued
                  upon exercise of
                  outstanding
                  options, warrants and
                  rights
                  (a)
                
                Weighted
                  average
                  exercise price
                  of
                  outstanding
                  options,
                  warrants and
                  rights
                  (b)
                
                Number of
                  securities
                  remaining available
                  for
                  future issuance
                  under
                  equity
                  compensation plans
                  (excluding
                  securities
                  reflected in column
                  (a))
                  (c)Equity
                    compensation plans approved by security holders (1)
                
                
                **2,038,711**
                
                **$**
                **0.42**
                
                
                **2,904,441**Equity
                    compensation plans not approved by security holders
                
                
                —
                
                
                —
                
                
                —-Total
                
                
                **2,038,711**
                
                $
                **0.42**
                
                
                **2,904,441**
 
 (1)
        The
        2006 Stock Incentive Plan.
 
 **ITEM
        13.**  **CERTAIN
        RELATIONSHIPS AND RELATED TRANSACTIONS** ****
  In
        connection with the purchase of substantially all of the assets of JMJ
        Technologies, Inc. (“JMJ”), the Company entered into that certain Transition
        Agreement, dated September 30, 2007, with JMJ (which currently owns greater
        than
        five (5%) percent of the issued and outstanding securities of the Company),
        whereby the Company guaranteed that EncounterPRO Healthcare Resources, Inc.
        (“EHRI”) would have sufficient resources to pay JMJ a minimum of $35,000 per
        month on a note, entered into on September 30, 2007, between EHRI and JMJ
        in the
        original principal amount of $475,000, which note is also secured by 500,000
        shares of common stock of the Company. At December 31, 2007, the total balance
        outstanding including accrued interest was $324,540.
  Other
        than as noted above, none of the directors, executive officers or any member
        of
        the immediate family of any director or executive officer is indebted to
        us. We
        have not and do not intend to enter into any additional transactions with
        our
        management or any nominees for such positions. We do not intend to enter
        into
        any additional transactions with our beneficial owners.
  49





**ITEM
        14.**  **PRINCIPAL
        ACCOUNTANT FEES AND SERVICES** ****
  **Fees
        to Auditors Fiscal Year ended December 31, 2007**
  Audit
        Fees :
        The
        aggregate fees, including expenses, billed by Rotenberg & Co.
        LLP, **** the
        Company's principal accountants for professional services rendered, for the
        audit of the Company's consolidated financial statements during the fiscal
        year
        ending December 31, 2007 and for the review of the Company's financial
        information included in its quarterly reports on Form 10-QSB during the fiscal
        year ending December 31, 2007 or services that are normally provided in
        connection with statutory and regulatory filings or engagements during the
        fiscal year ending December 31, 2007 was $23,740 .
  Audit
        Related Fees :
        The
        aggregate fees, including expenses, billed by Rotenberg & Co.
        LLP **** for
        assurance and related services reasonably related to the performance of the
        Company's audit or review of the Company's financial statements were
        $0.
  Tax
        Fees :
        The
        aggregate fees, including expenses, billed by Rotenberg & Co. LLP for tax
        compliance, tax advice and tax planning during year 2007 was
        $2,000.
  All
        Other Fees :
        The
        aggregate fees, including expenses, billed for all other services rendered
        to
        the Company by Rotenberg & Co. LLP during year 2007 was $0.
  **Fees
        to Auditors Fiscal Year ended December 31, 2006**
  Audit
        Fees :
        The
        aggregate fees, including expenses, billed by Michael F. Cronin, CPA, the
        Company's principal accountant for professional services rendered, for the
        audit
        of the Company's consolidated financial statements during the fiscal year
        ending
        December 31, 2006 and for the review of the Company's financial information
        included in its quarterly reports on Form 10-QSB during the fiscal year ending
        December 31, 2006 or services that are normally provided in connection with
        statutory and regulatory filings or engagements during the fiscal year ending
        December 31, 2006 was $3,000.
  Audit
        Related Fees :
        The
        aggregate fees, including expenses, billed by Michael F. Cronin, CPA for
        assurance and related services reasonably related to the performance of the
        Company's audit or review of the Company's financial statements were
        $0.
  Tax
        Fees :
        The
        aggregate fees, including expenses, billed by Michael F. Cronin, CPA for
        tax
        compliance, tax advice and tax planning during year 2006 was
        $2,000.
  All
        Other Fees :
        The
        aggregate fees, including expenses, billed for all other services rendered
        to
        the Company by Michael F. Cronin, CPA during year 2006 was $0.
  **Audit
          Committee Policy Regarding Pre-Approval of Audit and Permissible Non-Audit
          Services of Independent Auditors.**
  On
          or
          about December 28, 2007, the Company created an Audit Committee, and adopted
          an
          audit committee charter filed herewith as Exhibit 99.1. Accordingly, the
          duties
          and responsibilities of the Audit Committee are to recommend the selection
          of an independent auditor to be approved by the Board of Directors, to
          review
          the amount of non-audit services provided in the prior year and require
          the
          selected auditor to confirm its independence from management consistent
          with
          Public Company Accounting Oversight Board policies, to consult with the
          independent auditor regarding the scope of the audit plan and review its
          effectiveness, review the accompanying management representation letter
          and
          other statements to be included in the Annual Report to stockholders, consult
          with the independent auditor regarding the adequacy of internal controls,
          evaluate the financial and accounting functions of the Company, including
          personnel, systems controls, and overall organization, as well as to act
          in an
          advisory role to management and in a direct role with regard to the audit
          and
          reporting functions of the external auditors, among other duties and
          responsibilities more fully described in the Audit Committee
          Charter.
  50
 
 **PART
        IV**
  **ITEM 15.**  **EXHIBITS
        AND FINANCIAL STATEMENT SCHEDULES** ****
 (a)
                Financial
                    Statements.
  The
          audited financial statements of WiFiMed Holdings Company, Inc. for the
          two years
          ended December 31, 2007 and December 31, 2006. See the “Index to Audited
          Financial Statements” beginning on page F-1.
 (b)
              Exhibits
 
 See
        “Index to Exhibits” beginning on page 52.
 
 51
  **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **INDEX
        TO AUDITED FINANCIAL STATEMENTS**
 Report
                    of Independent Registered Public Accounting Firm
                F-2Consolidated
                    Balance Sheets as of December 31, 2007 and 2006
                F-3Consolidated
                    Statements of Operations for the Years Ended December 31, 2007
                    and
                    2006
                F-5Consolidated
                    Statements of Changes in Stockholders’ Deficiencies for the Years Ended
                    December 31, 2007 and 2006
                F-6Consolidated
                    Statements of Cash Flows for the Years Ended December 31, 2007
                    and
                    2006
                F-7Notes
                    to Audited Financial Statements
                F-8
  F-1
 REPORT
        OF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 To
          the
          Board of Directors and Stockholders of
 WiFiMed
          Holdings, Inc. and subsidiaries
 
 We
          have
          audited the accompanying consolidated balance sheets of WiFiMed Holdings
          Company, Inc. and subsidiaries as of December 31, 2007 and 2006, and the
          related
          consolidated statements of operations, stockholders’ deficit, and cash flows for
          each of the years in the two-year period ended December 31, 2007. WiFiMed
          Holding Company, Inc.’s management is responsible for these consolidated
          financial statements. Our responsibility is to express an opinion on these
          consolidated financial statements based on our audits.
  We
          conducted our audits in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audit to obtain reasonable assurance about whether the
          consolidated financial statements are free of material misstatement. The
          company
          is not required to have, nor were we engaged to perform, an audit of its
          internal control over financial reporting. Our audit included consideration
          of
          internal control over financial reporting as a basis for designing audit
          procedures that are appropriate in the circumstances, but not for the purpose
          of
          expressing an opinion on the effectiveness of the company’s internal control
          over financial reporting. Accordingly, we express no such opinion. An audit
          also
          includes examining, on a test basis, evidence supporting the amounts and
          disclosures in the consolidated financial statements, assessing the accounting
          principles used and significant estimates made by management, as well as
          evaluating the overall consolidated 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 financial position of WiFiMed Holdings Company,
          Inc. as of December 31, 2007 and 2006, and the results of its operations
          and its
          cash flows for each of the years in the two-year period ended December
          31, 2007
          in conformity with accounting principles generally accepted in the United
          States
          of America.
  The
          accompanying consolidated financial statements have been prepared assuming
          that
          the Company will continue as a going concern. As discussed in Note 1 to
          the
          consolidated financial statements, the Company’s significant operating losses
          raise substantial doubt about its ability to continue as a going concern.
          The
          consolidated financial statements do not include any adjustments that might
          result from the outcome of this uncertainty.
 
 /s/
          Rotenberg & Co., LLP
  Rotenberg
          & Co., LLP
 Rochester,
          New York
 April
          14,
          2008
 F-2
  **WIFIMED
          HOLDINGS COMPANY, INC.**
 Consolidated
          Balance Sheets
 December
          31, 2007 and 2006
 
 2007
                
                2006**ASSETS**CURRENT
                    ASSETS:Cash
                
                
                1,111,218
                
                
                -Accounts
                    receivable
                
                
                269,450
                
                
                360,237Prepaid
                    expenses
                
                
                10,287
                
                
                24,838Other
                    current assets
                
                
                0
                
                
                37,730Total
                    current assets
                
                
                1,390,955
                
                
                422,805PROPERTY
                    AND EQUIPMENT:Cost
                
                
                168,914
                
                
                75,437Less
                    accumulated depreciation
                
                
                (80,852
                )
                
                (36,820
                )88,062
                
                
                38,617OTHER
                    ASSETS:Advances
                    to related party
                
                
                111,775
                
                
                0Intangible
                    assets, net of accumulated amortization
                
                
                997,500
                
                
                0Goodwill
                
                
                5,035,430
                
                
                0TOTAL
                    ASSETS
                
                
                7,623,722
                
                
                461,422
 
 The
          accompanying notes are an integral part of these financial
          statements.
  F-3
  **WIFIMED
          HOLDINGS COMPANY, INC.**
 Consolidated
          Balance Sheets
 December
          31, 2007 and 2006
 
 2007
                
                2006**LIABILITIES
                    AND STOCKHOLDERS DEFICIT**CURRENT
                    LIABILITIES:Accounts
                    payable
                
                
                629,174
                
                
                400,089Accrued
                    expenses
                
                
                317,447
                
                
                259,804Loans
                    payable
                
                
                480,105
                
                
                185,281Current
                    portion of captal lease obligation
                
                
                7,599
                
                
                0Unearned
                    revenue
                
                
                764,044
                
                
                444,635Total
                    current liabilities
                
                
                2,198,369
                
                
                1,289,809Long-term
                    portion of capital lease obligation
                
                
                10,889
                
                
                0Derivative
                    liability-warrants
                
                
                10,546,833
                
                
                0Derivative
                    liability-conversion
                
                
                10,127,860
                
                
                05%
                    Senior convertible debt
                
                
                74,900
                
                
                0Total
                    liabilities
                
                
                22,958,851
                
                
                1,289,809STOCKHOLDERS
                    DEFICIT:Series
                    A preferred stock, par value $0.01
                
                
                0
                
                
                29,4103,000,000 shares authorized0 and 2,940,994 shares outstanding at 12/31/07 and 12/31/06,
                    respectivelySeries
                    B preferred stock, par value $0.01
                
                
                0
                
                
                9,5091,785,485 shares authorized0 and 950,823 shares outstanding at 12/31/07 and 12/31/06,
                    respectivelyCommon
                    Stock
                
                
                3,629
                
                
                39,49575,000,000 shares authorized36,279,277 and 3,949,446 shares outstanding at 12/31/07 and 12/31/06,
                    respectivelyAdditional
                    paid in capital
                
                
                17,064,666
                
                
                3,248,506Deficit
                
                
                (31,403,424
                )
                
                (4,155,307
                )(14,335,129
                )
                
                (828,387
                )Less:Subscriptions
                    receivable
                
                
                (1,000,000
                )
                
                0(15,335,129
                )
                
                (828,387
                )TOTAL
                    LIABILITIES AND STOCKHOLDERS DEFICIT
                
                
                7,623,722
                
                
                461,422
 
 The
          accompanying notes are an integral part of these financial
          statements.
  F-4
 
 **WIFIMED
          HOLDINGS COMPANY, INC.**
 Consolidated
          Statements of Operations
 For
          the
          Years Ended December 31, 2007 and 2006
 
 2007
                
                2006NET
                    REVENUE
                
                
                552,542
                
                
                0COSTS
                    AND OPERATING EXPENSES:Cost
                    of revenue
                
                
                142,933
                
                
                0Research
                    and development
                
                
                4,200
                
                
                219,259Selling,
                    general and administrative
                
                
                7,126,081
                
                
                1,380,631Total
                    costs and operating expenses
                
                
                7,273,214
                
                
                1,599,890LOSS
                    FROM OPERATIONS
                
                
                (6,720,672
                )
                
                (1,599,890
                )OTHER
                    INCOME (EXPENSE):Interest,
                    net
                
                
                (39,957
                )
                
                (39,284
                )Gain
                    on settlement of liabilities
                
                
                204,014
                
                
                -Loss
                    on disposal of assets
                
                
                (16,810
                )
                
                0Derivative
                    valuation
                
                
                (20,674,693
                )
                
                0Total
                    other income (expense)
                
                
                (20,527,445
                )
                
                (39,284
                )LOSS
                    BEFORE INCOME TAXES
                
                
                (27,248,117
                )
                
                (1,639,174
                )INCOME
                    TAXES
                
                
                0
                
                
                0NET
                    LOSS
                
                
                (27,248,117
                )
                
                (1,639,174
                )Basic
                    and diluted loss per share
                
                
                ($1.12
                )
                
                ($0.21
                )Weighted
                      average number of shares outstanding
                
                
                24,356,818
                
                
                7,518,373
 
 The
          accompanying notes are an integral part of these financial
          statements.
  F-5
 
 WiFiMed
          Holdings Company, Inc.
 Consolidated
          Statements of Changes in Stockholders' Deficiency
 
 Stockholders' DeficiencyCommon StockSeries "A" and "B" Preferred Stock
                
                
                
                Common
                
                Additional Paid-
                
                Subscriptions
                
                AccumulatedShares
                
                Amount
                
                Shares
                
                Stock Amount
                
                In Capital
                
                Receivable
                
                Deficit
                
                TotalBalance
                    at December 31, 2005
                
                
                3,483,661
                
                $
                1,538,470
                
                
                6,424,761
                
                $
                642
                
                $
                196,023
                
                $
                0
                
                $
                (2,516,133
                )
                $
                (780,998
                )Preferred
                    Series "A" issued upon conversion of debt
                
                
                296,078
                
                
                121,991
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                121,991Preferred
                    Series "B" issued upon conversion of debt
                
                
                112,078
                
                
                102,824
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                102,824Common
                    stock issued upon conversion of debt
                
                
                
                
                
                
                
                
                515,604
                
                
                53
                
                
                236,893
                
                
                
                
                
                
                
                
                236,946Shares
                    issued for cash
                
                
                
                
                
                
                
                
                1,653,790
                
                
                165
                
                
                759,835
                
                
                
                
                
                
                
                
                760,000Write
                    off unpaid compensation
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                315,000
                
                
                
                
                
                
                
                
                315,000Fair
                    value of options and warrants issued for services
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                55,024
                
                
                
                
                
                
                
                
                55,024Net
                    Loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (1,639,174
                )
                
                (1,639,174
                )Balance
                    at December 31, 2006
                
                
                3,891,817
                
                
                1,763,285
                
                
                8,594,155
                
                
                860
                
                
                1,562,775
                
                
                0
                
                
                (4,155,307
                )
                
                (828,387
                )Conversion
                    of preferred to common
                
                
                (3,891,817
                )
                $
                (1,763,285
                )
                
                8,468,749
                
                
                847
                
                
                1,762,438
                
                
                
                
                
                
                
                
                0Effect
                    of Recapitalization
                
                
                
                
                
                
                
                
                3,947,972
                
                
                395
                
                
                (65,395
                )
                
                
                
                
                
                
                
                (65,000
                )Shares
                    issued for cash
                
                
                
                
                
                
                
                
                1,211,829
                
                
                121
                
                
                846,879
                
                
                
                
                
                
                
                
                847,000Stock
                    issued for services
                
                
                
                
                
                
                
                
                5,575,000
                
                
                558
                
                
                4,459,443
                
                
                (1,000,000
                )
                
                
                
                
                3,460,000Common
                    stock issued upon conversion of debt
                
                
                
                
                
                
                
                
                3,619,505
                
                
                362
                
                
                613,438
                
                
                
                
                
                
                
                
                613,800Fair
                    value of options issued for services,
                  net
                    of unvested forfeitures
                
                
                
                
                
                
                
                
                
                
                0
                
                
                
                
                
                
                
                
                0Compensation
                    expense recognized in 2007
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                335,735
                
                
                
                
                
                
                
                
                335,735Impact
                    of beneficial conversion feature
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                893,278
                
                
                
                
                
                
                
                
                893,278Warrants
                    issued as loan inducement
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                861,722
                
                
                
                
                
                
                
                
                861,722Fair
                    value of other warrants issued
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                500,000
                
                
                
                
                
                
                
                
                500,000Fair
                    Value Shares and warrants issued to acquire assets of JMJ
                
                
                
                
                4,862,067
                
                
                486
                
                
                5,294,354
                
                
                
                
                
                
                
                
                5,294,840Net
                    Loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (27,248,117
                )
                
                (27,248,117
                )Balance
                    at December 31, 2007
                
                
                0
                
                $
                0
                
                
                36,279,277
                
                $
                3,629
                
                $
                17,064,666
                
                $
                (1,000,000
                )
                $
                (31,403,424
                )
                $
                (15,335,129
                )
 
 The
          accompanying notes are an integral part of these financial
          statements.
  F-6
 
 **WIFIMED
          HOLDINGS COMPANY, INC.**
 Consolidated
          Statements of Cash Flows
 For
          the
          Years Ended December 31, 2007 and 2006
 
 2007
                
                2006Cash
                    flows from operating activities:Net
                    loss
                
                
                (27,248,117
                )
                
                (1,639,174
                )Adjustments
                    to net loss:Depreciation
                    and amortization
                
                
                96,532
                
                
                16,965Deferred
                    compensation
                
                
                
                
                
                55,024Derivative
                    valuation
                
                
                20,674,693Amortization
                    of debt discount
                
                
                75,000Deferred
                    compensation-stock options and warrants
                
                
                335,735Shares
                    issued for services
                
                
                3,460,000Other
                
                
                39,622
                
                
                1,600Changes
                    in current assets and current liabilitiesAccounts
                    receivable
                
                
                90,787
                
                
                (254,600
                )Prepaid
                    expenses
                
                
                14,551
                
                
                -Other
                    current assets
                
                
                37,730
                
                
                (6,381
                )Accounts
                    payable
                
                
                229,085
                
                
                207,584Accrued
                    expenses
                
                
                57,643
                
                
                181,866Unearned
                    revenue
                
                
                319,409
                
                
                317,600Net
                    cash used in operating activities
                
                
                (1,817,330
                )
                
                (1,119,516
                )Cash
                    flows from investing activities:Purchase
                    of equipment
                
                
                (93,477
                )
                
                (13,190
                )Advances
                    to related party
                
                
                (111,775
                )
                
                -Net
                    cash used in investing activities
                
                
                (205,252
                )
                
                (13,190
                )Cash
                    flows from financing activities:Net
                    proceeds from loans payable
                
                
                511,800
                
                
                358,888Net
                    proceeds from issuance of stock
                
                
                847,000
                
                
                760,000Net
                    proceeds from5% subordinated debentures
                
                
                1,775,000Total
                    cash flows from financing activities
                
                
                3,133,800
                
                
                1,118,888Increase
                    (decrease) in cash
                
                
                1,111,218
                
                
                (13,818
                )Cash
                    at beginning of year
                
                
                -
                
                
                13,818Cash
                    at end of year
                
                
                1,111,218
                
                
                -Supplemental
                    disclosures:Interest
                    paid
                
                
                53,998
                
                
                759Taxes
                    paid
                
                
                1,089
                
                
                -Non-cash
                    investing and financing activities:Conversion
                    of loans and notes to stock
                
                
                613,800
                
                
                424,580Forgiveness
                    of officers compensation
                
                
                
                
                
                315,000Shares
                    and warrants issued to acquire JMJ assets
                
                
                5,294,840Fair
                    value of warrants issued
                
                
                500,000Warrants
                    issued as loan inducement
                
                
                861,722Beneficial
                    conversion
                
                
                893,278
 
 The
          accompanying notes are an integral part of these financial
          statements.
  F-7
 
 **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **1.
        DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
        POLICIES**
  ***Description
        of business*** — WiFiMed
        Holdings Company, Inc. (the “Company”), through its two wholly-owned
        subsidiaries as of December 31, 2007, WiFiMed, Inc. and EncounterPRO Healthcare
        Resources, Inc. (“EncounterPRO”), develops and sells electronic health record
        software, as well as associated services and computer hardware to medical
        practices. Effective October 1, 2007, the Company acquired substantially
        all of
        the assets of JMJ Technologies, Inc., which assets were acquired by the new
        subsidiary formed for that purpose, EncounterPRO. Effective February 29,
        2008,
        the newly-formed, wholly-owned subsidiary Cybermedx Medical Systems, Inc.
        acquired substantially all of the assets of Cybermedx Medical Systems, LLC
        (“CMS, LLC”). That acquisition did not reach
        the
        financial thresholds necessary to require disclosure of the historical financial
        statements and *pro-formas* of CMS,
        LLC pursuant to Article 8 of Regulation S-X. Accordingly, the financial
        statements represent the consolidation of the financial statements of the
        Company’s two wholly-owned subsidiaries as of December 31, 2007.
 
 ***Basis
        of Presentation*** **:**
 
 On
        March
        6, 2007, we acquired all the stock of WiFiMed, Inc. (WiFi). For financial
        reporting purposes, WiFi was treated as the acquiring company and the
        transaction accounted for as a recapitalization. At the date of
        recapitalization, March 6, 2007, Bellacasa was a public shell company, defined
        as an inactive, publicly-quoted company with nominal assets and
        liabilities. **** On
        March
        7, 2006 pursuant to a stock exchange agreement and share exchange between
        the
        Company and the shareholders of WiFi, we purchased all of the outstanding
        shares
        of WiFi through the issuance of 21,337,238 shares of our stock directly to
        the
        WiFi shareholders. The Company was the legal acquirer in the
        combination . WiFi
        had
        substantially more assets. The financial statements contained herein are
        those
        of WiFi carried forward at historical cost. The consolidated statements of
        operations, cash flows and stockholders’ equity for the years ended December 31,
        2007 and 2006 are those of WiFi.
 
 The
        deemed acquisition of Bellacasa was valued at the fair value of Bellacasa’s
        assets at the date of the acquisition. Bellacasa was a dormant shell with
        no
        assets.
  **Principles
        of Consolidation:** The
        2007
        financial statements include the accounts of Bellacasa,
        Inc. (from
        March 6 th ,
        2007)
        and its wholly-owned subsidiaries WiFiMed, Inc and EncounterPRO Healthcare
        Resources, Inc. All significant inter-company balances and transactions have
        been eliminated.
 
 ***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.
  F-8





**WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **1.
        DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONTINUED)**
 
 ***Cash
        and cash equivalents*** —
The
        Company considers all highly liquid investments purchased with a maturity
        of
        three months or less to be cash equivalents. The fair value of the Company’s
        cash and cash equivalents approximates carrying value, which, due to the
        relatively short maturities and variable interest rates of the instruments,
        approximates current market rates.
 
 ***Accounts
        receivable and allowance for doubtful accounts*** —
The
        Company extends credit to its customers in the normal course of business
        and
        collateral is generally not required for trade receivables. Exposure to credit
        risk is controlled through the use of credit approvals, credit limits and
        monitoring procedures. Accounts receivable are reported net of an allowance
        for
        doubtful accounts. The Company estimates the allowance based on its analysis
        of
        specific balances, taking into consideration the age of the past due account
        and
        anticipated collections resulting from legal issues. An account is considered
        past due after thirty (30) days from the invoice date. Based on these
        factors, there was an allowance for doubtful accounts of $43,117 at both
        December 31, 2007 and 2006. Changes to the allowance for doubtful accounts
        are charged to expense and reduced by charge-offs, net of recoveries.
 
 ***Concentrations
        of credit risk*** —
        Financial instruments, which potentially subject the Company to concentrations
        of credit risk, consist principally of investments and accounts receivable.
        The
        Company places its cash and investments with quality financial institutions
        and,
        by policy, limits the amount of investment exposure to any one financial
        institution. The Company has not experienced any losses to date on its invested
        cash and investments.
 
 The
        Company maintains cash deposits with major banks, which may from time to
        time
        exceed federally insured limits. The Company periodically assesses the financial
        condition of the institutions and believes that the risk of any loss is minimal.
 
 ***Prepaid
        Expenses—*** Prepaid
        expenses ****** consist
        of cash outlays made by the Company for economic benefits to be realized
        in
        future periods. These benefits typically include the unutilized portions
        of
        current business insurances and maintenance contracts on Company-owned
        equipment. Prepaid expenses are generally expensed on a straight-line basis
        over
        the corresponding life of the underlying asset, with the exception of prepaid
        commissions, which are expensed at the time the revenue that gave rise to
        the
        commission is recognized.
 
 ***Research
        and Development-*** WiFiMed
        spent approximately $219,259 on
        research and development activities for the year ended
        December 31, 2006, and $4,200 for the year ended December 31, 2007. These
        activities were focused on developing and refining our proprietary technology.
  F-9
 
 **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **1.
        DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONTINUED)**
 
 ***Property
        and equipment*** is
        recorded at cost and depreciated on a straight-line basis using the following
        useful lives:
 
 Computers
              
              3-5
                  yearsFurniture
                  and fixtures
              
              5-10
                  yearsLeasehold
                  improvements
              
              Term
                  of lease or useful life
 
 All
        maintenance and repair costs are charged to operations as incurred. The cost
        and
        accumulated depreciation for property and equipment sold, retired, or otherwise
        disposed of are removed from the accounts, and the resulting gains or losses
        are
        reflected in earnings.
 
 ***Long-lived
        assets —*** In
        accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144
“Accounting for the Impairment or Disposal of Long-Lived Assets,” the Company
        tests long-lived assets for recoverability whenever events or changes in
        circumstances indicate that the carrying amount of an asset may not be
        recoverable. No impairment charges were recorded in 2007 or 2006.
 
 ***Software
        development costs*** —The
        Company accounts for its software development costs that will sold, leased,
        or
        otherwise marketed in accordance with Statement of Financial Accounting
        Standards Board (“FASB”) 86 “accounting for the cost of computer software,
        leased or otherwise marketed.” Accordingly, development costs are capitalized
        once technological feasibility has been established and continues until the
        product is available for general market release. These capitalized costs
        are
        subject to an ongoing assessment of recoverability based on anticipated future
        revenues and changes in hardware and software technologies. During 2007 and
        2006, the Company expensed software development costs as incurred because
        the
        net realizable value was not assured. These costs totaled $4,200 and $219,259
        at
        December 31, 2007 and 2006, respectively.
 
 ***Fair
        Value of Financial Instruments —*** Statement
        of Financial Accounting Standards (“SFAS”) No. 107, “Disclosure About Fair Value
        of Financial Instruments,” requires entities to disclose the fair value of
        financial instruments, both assets and liabilities recognized and not recognized
        on the balance sheet, for which it is practicable to estimate fair value.
        SFAS
        No. 107 defines fair value of a financial instrument as the amount at which
        the instrument could be exchanged in a current transaction between willing
        parties. At December 31, 2007 and 2006, the carrying value of certain
        financial instruments (accounts receivable, accounts payable and current
        portion
        of capital lease obligations) approximates fair value due to the short-term
        nature of the instruments or interest rates, which are comparable with current
        rates.
  F-10
 
 **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **1.
        DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONTINUED)**
  ***Revenue
        recognition*** — The
        Company's revenue consists of revenues from the licensing of software to
        end
        user customers; fees for
        services rendered to include installation, training, implementation, and
        customer maintenance contracts;
        and fees for the resale of certain computer equipment.
  The
        Company recognizes software license revenue under Statement of Position No
        97-2
        "Software Revenue
        Recognition" as amended by Statement of Position No. 98-9, "Software Revenue
        Recognition With
        Respect to Certain Transactions", Emerging Issues Task Force 00-2 1, "Revenue
        Arrangements with Multiple Deliverables", and related
        interpretations.
  Sales
        of
        licensed software are recognized as revenue upon delivery and installation
        of
        the software at the customer
        site. Sometimes our agreements with customers include acceptance provisions,
        in
        which case revenue
        is not recognized prior to customer acceptance. Regardless of the form of
        sale,
        no revenue is recognized
        without persuasive evidence of an arrangement existing. Persuasive evidence
        is
        determined to
        be a
        signed purchase order received from the customer or an equivalent form for
        those
        customers lacking
        a
        formalized purchase order system. In the case where customer acceptance is
        required, persuasive
        evidence includes this customer acceptance documentation. In the case of
        software license sales,
        a
        software license agreement signed by both parties is often required in addition
        to a purchase order
        or
        equivalent. Additionally, revenue is only recognized when a selling price
        is
        fixed or determinable
        and collectibility of the receivable is deemed to be probable.
  Service
        revenues such as training, installation and implementation are recognized
        when
        the service is complete
        and acknowledged by the customer. Fees charged to customers for post-contract
        Customer Support
        are recognized ratably over the term of the contract. Costs related to
        maintenance obligations are expensed as incurred.
  Sales
        which constitute a multiple-element arrangement are accounted for by determining
        if the elements can be accounted for as separate accounting units, and if
        so, by
        applying values to those units for which there
        is
        vendor specific objective evidence of their fair value. We use the residual
        method to apply any remaining
        balance to the remaining elements of the arrangement. More specifically,
        this
        methodology applies
        when there is embedded maintenance (post-contract customer support) involved
        in
        the sale of a software
        license, or when the sale of a software license is made in conjunction with
        required installation services.
        In the latter case, the recognition of the software license is deferred until
        installation is completed.
        Fees relating to the delivery of equipment are also incurred and deferred
        until
        recognition of the software license is appropriate, and shown on the balance
        sheet as deferred cost of goods sold.
  F-11
  **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **1.
        DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONTINUED)**
  ***Revenue
        recognition (continued)***
  The
        Company's revenues generated through hosting solutions are recognized using
        the
        proportional performance
        method. Revenues are recognized in the month services are rendered and earned
        under service
        agreements with clients where service fees are fixed or determinable. Accounts
        receivable are recorded
        when the Company invoices its customer for goods and/or services rendered,
        pursuant to contractual
        terms. Purchased inventory is reduced at the time that goods are shipped
        to the
        customer.
 
 ***Income
        taxes*** are
        provided on the income earned in the financial statements. In accordance
        with
        SFAS 109, “Accounting for Income Taxes,” the Company applies the liability
        method of accounting for income taxes, under which deferred income taxes
        are
        provided to reflect the impact of “temporary differences” between the amounts of
        assets and liabilities for financial reporting purposes and such amounts
        as
        measured by tax laws and regulations. A valuation allowance is recorded to
        reduce the carrying amounts of deferred tax assets unless it is more likely
        than
        not, that such assets will be realized.
 
 ***Net
        income (or loss) per common share*** (“EPS”)
        is computed in accordance with the provisions of SFAS No. 128, “Earnings
        Per Share.” Basic EPS is computed by dividing net income (loss) by weighted
        average shares outstanding. Diluted EPS includes the dilutive effect of stock
        options and warrants issued. There were no dilutive effects of stock options
        or
        warrants in 2007 or 2006, as the effect would have been anti-dilutive, due
        to
        the net loss incurred for those years.
 
 ***Stock-Based
        Compensation*** —
The
        Company’s primary type of share-based compensation consists of stock options. The
        Company used the Black-Scholes option pricing model in valuing options. The
        inputs for the valuation analysis of the warrants include the market value
        of
        the Company’s common stock, the estimated volatility of the Company’s common
        stock, the exercise price of the warrants and the risk free interest rate.
 
 ***Accounting
        For Obligations And Instruments Potentially To Be Settled In The Company’s
        Common Stock:*** We
        account for obligations and instruments potentially to be settled in the
        Company’s stock in accordance with EITF Issue No. 00-19, Accounting for
        Derivative Financial Instruments Indexed To, and Potentially Settled in a
        Company’s Common Stock. This issue addresses the initial balance sheet
        classification and measurement of contracts that are indexed to, and potentially
        settled in, the Company’s own stock.
  F-12
 
 **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **1.
        DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONTINUED)**
  ***Accounting
        For Obligations And Instruments Potentially To Be Settled In The Company’s
        Common Stock*** ***(continued)***
 
 Under
        EITF Issue No. 00-19 contracts are initially classified as equity or as either
        assets or liabilities, in the following situations:
 
 *Equity*
 
 ·
              Contracts
                  that require physical settlement or net-share settlement;
                  and
 
 ·
              Contracts
                  that give the company a choice of net-cash settlement or settlement
                  in its
                  own shares (physical settlement or net-share settlement), assuming
                  that
                  all the criteria for equity classification have been
                  met.
 
 *Assets
        or Liabilities*
 
 ·
              Contracts
                  that require net-cash settlement (including a requirement to net-cash
                  settle the contract if an event occurs and if that event is outside
                  the
                  control of the company); and
 
 ·
              Contracts
                  that give the counterparty a choice of net-cash settlement or settlement
                  in shares (physical settlement or net-share
                  settlement).
 
 All
        contracts are initially measured at fair value and subsequently accounted
        for
        based on the current classification. Contracts initially classified as equity
        do
        not recognize subsequent changes in fair value as long as the contracts continue
        to be classified as equity. For contracts classified as assets or liabilities,
        the Company reports changes in fair value in earnings and discloses these
        changes in the financial statements as long as the contracts remain classified
        as assets or liabilities. If contracts classified as assets or liabilities
        are
        ultimately settled in shares, any previously reported gains or losses on
        those
        contracts continue to be included in earnings. The classification of a contract
        is reassessed at each balance sheet date.
 
 In
        accordance with EITF Issue No. 00-19, a transaction which includes a potential
        for net-cash settlement, including liquidated damages, requires that derivative
        financial instruments, including warrants and additional investment rights,
        initially be recorded at fair value as an asset or liability and subsequent
        changes in fair value be reflected in the statement of operations. The recorded
        value of the liability for such derivatives can fluctuate significantly based
        on
        fluctuations in the market value of the underlying common stock of the issuer
        of
        the derivative instruments, as well as in the volatility of the stock price
        during the term used for observation and the remaining term. To date, the
        Company has never been required to classify issued warrants as derivative
        liabilities.
  F-13
 
 **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **1.
        DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONTINUED)**
 
 ***Warrant
        Derivative Liabilities:*** We
        account for warrants issued in connection with financing arrangements in
        accordance with EITF Issue No. 00-19, Accounting for Derivative Financial
        Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.
        Pursuant to EITF Issue No. 00-19, an evaluation of specifically identified
        conditions is made to determine whether the fair value of warrants issued
        is
        required be classified as a derivative liability. The fair value of warrants
        classified as derivative liabilities is adjusted for changes in fair value
        at
        each reporting period, and the corresponding non-cash gain or loss is recorded
        in current period earnings.
 
 ***Registration
        Rights:*** We have
        issued financial instruments that are convertible into or exchangeable for
        our
        common stock. In some cases, in conjunction with the issuance of these financial
        instruments, we issued rights that under certain circumstances provide that
        we
        will register the underlying common stock shares with the Securities and
        Exchange Commission (“SEC”) so that such common stock shares may be resold by
        the holders (“registration rights”). For purposes of determining the accounting
        treatment for the financial instruments and any related registration rights,
        we
        assess whether the financial instrument and related registration rights
        represent one combined instrument or whether the financial instrument and
        related registration rights represent separate instruments.
 
 We
        elected adoption of FASB Staff Position (FSP) EITF No. 00-19-2 This FSP
        specifies that the contingent obligation to make future payments or otherwise
        transfer consideration under a registration rights agreement, whether issued
        as
        a separate agreement or included as a provision of a financial instrument
        or
        other agreement, should be separately recognized and measured in accordance
        with
        FASB Statement No. 5, Accounting for Contingencies.
 
 ***Reclassifications*** :
        Certain
        reclassifications have been made to 2006 financial statements to conform
        to the
        2007 financial statement presentation.
 
 ***Goodwill
        and Intangible Assets:*** The
        Company adopted the provisions of FASB Statement No. 142, “Goodwill and Other
        Intangible Assets,” (SFAS No. 142) effective January 1, 2002. SFAS No. 142
        requires that goodwill and intangible assets with indefinite useful lives
        no
        longer be amortized, but instead be tested for impairment using the guidance
        for
        measuring impairment set forth in this statement. The Company tested for
        impairment using the guidance for measuring impairment set forth in SFAS
        No. 142
        and it was determined that there was no impairment at December 31, 2007.
        Acquired intangible assets, including the customer list, are amortized over
        five
        years.
  F-14
 
 **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **1.
        DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONTINUED)**
 
 ***Unearned
        Revenue:*** Revenue
        is recognized upon delivery and installation of the software at the customer
        site. Sometimes our agreements with customers include acceptance provisions,
        in
        which case revenue is not recognized prior to customer acceptance. As of
        December 31, 2007 and 2006, the Company had unearned revenue of approximately
        $764,000 and $445,000, respectively.
 
 **Accounting
        Pronouncements**
  1)  In
        February 2007, the Financial Accounting Standards Board (“FASB”) issued
        Statement of Financial Accounting Standards (“SFAS”) No. 159, “The Fair
        Value Option for Financial Assets and Financial Liabilities, including an
        amendment of FASB Statement No. 115”. SFAS 159 permits entities to choose
        to measure many financial instruments and certain other items at fair value
        at
        specified election dates. This Statement applies to all entities, including
        not-for-profit organizations. SFAS 159 is effective as of the beginning of
        an
        entity’s first fiscal year that begins after November 15, 2007. As such,
        the Company is required to adopt these provisions at the beginning of the
        fiscal
        year ended December 31, 2008. The Company is currently evaluating the
        impact of SFAS 159 on its financial statements.
 
 2)  In
        June 2006, the FASB issued FIN 48, *Accounting
        for Uncertainty in Income Taxes-an Interpretation of FASB Statement NO. 109.* This
        interpretation clarifies the accounting for uncertainty in income taxes
        recognized in an enterprise’s financial statements. This interpretation
        prescribes a recognition threshold and measurement attribute for the financial
        statement recognition and measurement of a tax position taken or expected
        to be
        taken in a tax return. This Interpretation also provides guidance on
        derecognition, classification, interest and penalties, accounting in interim
        periods, disclosure, and transition. FIN 48 is effective for fiscal years
        beginning after December 15, 2006. As such, the Company adopted these
        provisions at the beginning of the fiscal year ended December 31, 2007.
        Adoption of FIN 48 did not have a significant effect on the Company’s financial
        statements.
 
 3)  In
        September 2006, SEC Staff Accounting Bulletin No. 108 (“SAB 108”) was
        issued to provide guidance on Quantifying Financial Statement Misstatements.
        SAB
        108 addresses how the effects of prior-year uncorrected misstatements should
        be
        considered when quantifying misstatements in current-year financial statements.
        The SAB 108 requires registrants to quantify misstatements using both the
        balance sheet and income statement approaches and to evaluate whether either
        approach results in quantifying an error that is material in light of relevant
        quantitative and qualitative factors. When the effect of initial adoption
        is
        determined to be material, the SAB 108 allows registrants to record that
        effect
        as a cumulative-effect to beginning-of-year retained earnings. SAB 108 is
        effective for fiscal years ending after November 15, 2006 and early
        application is encouraged for any interim period of the first fiscal year
        ending
        after that date. Adoption of SAB 108 did not have a significant effect on
        the
        Company’s financial statements.
  F-15
 
 **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **1.
        DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONTINUED)**
 
 **Accounting
        Pronouncements (Continued)**
 
 4)  In
        September 2006, the Financial Accounting Standards Board (“FASB”) issued
        Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value
        Measurements”. SFAS 157 defines fair value, establishes a framework for
        measuring fair value, and expands disclosures about fair value measurements.
        SFAS 157 is effective as of the beginning of the first fiscal year that begins
        after November 15, 2007. As such, the Company is required to adopt these
        provisions at the beginning of the fiscal year ended December 31, 2008. The
        Company is currently evaluating the impact of SFAS 157 on its consolidated
        financial statements.
 
 5)  In
        December 2007, the Financial Accounting Standards Board issued Statement of
        Financial Accounting Standards (“SFAS”) No. 141(R), “Business
        Combinations”. SFAS 141(R) establishes principles and requirements for how the
        acquirer recognizes and measures in its financial statements the identifiable
        assets acquired, the liabilities assumed, an any noncontrolling interest
        in the
        acquiree, recognizes and measures the goodwill acquired in the business
        combination or a gain from a bargain purchase, and determines what information
        to disclose to enable users of the financial statements to evaluate the nature
        and financial effects of the business combination. SFAS 141(R) is effective
        for
        fiscal years, and interim periods within those fiscal years, beginning on
        or
        after December 15, 2008. As such, the Company is required to adopt these
        provisions at the beginning of the fiscal year ended December 31, 2009. The
        Company does not expect adoption of SFAS 141(R) to have a material effect
        on its
        financial statements.
 
 6)  In
        December 2007, the Financial Accounting Standards Board issued Statement of
        Financial Accounting Standards (“SFAS”) No. 160, “Noncontrolling Interests
        in Consolidated Financial Statements, an amendment of ARB No. 51”. SFAS 160
        establishes accounting and reporting standards for the noncontrolling interest
        in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is
        effective for fiscal years, and interim periods within those fiscal years,
        beginning on or after December 15, 2008. As such, the Company is required
        to adopt these provisions at the beginning of the fiscal year ended
        December 31, 2009. The Company does not expect SFAS 160 to have a material
        effect on its financial statements.
 
 7)  In
        December 2007, the SEC issued Staff Accounting Bulletin No. 110 (“SAB
        110”). SAB 110 permits companies to continue to use the simplified method, under
        certain circumstances, in estimating the expected term of “plain vanilla”
options beyond December 31, 2007. SAB 110 updates guidance provided in SAB
        107
        that previously stated that the Staff would not expect a company to use the
        simplified method for share option grants after December 31, 2007. Adoption
        of SAB 110 is not expected to have a material impact on the Company’s financial
        statements.
  F-16
 
 **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **1.
        DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONTINUED)**
  **Going
        concern**
 
 The
        Company’s financial statements have been presented on the basis that it is a
        going concern, which contemplates the realization of assets and the satisfaction
        of liabilities in the normal course of business. The Company has reported
        a net
        loss of approximately $27.2 million for the year ending December 31, 2007.
        As a
        result, there is an accumulated deficit of approximately $31.4 million at
        December 31, 2007.
 
 The
        Company’s continued existence is dependent upon its ability to raise capital
        and/or the successfully marketing and sale its products. The financial
        statements do not include any adjustments that might be necessary should
        the
        Company be unable to continue as a going concern.
 
 **2.
        5% SENIOR CONVERTIBLE DEBT**
 
 On
        November 30, 2007, we issued a $2.25 million convertible promissory
        note. The note bears interest at 5% per annum until paid or converted.
        Interest is payable quarterly commencing January 1, 2008. The initial
        conversion rate is $0.20 per share (subject to certain anti-dilution
        provisions). The convertible note matures on May 31, 2010. Beginning July,
        2008 the Company must begin making monthly redemption payments and reduce
        the
        balance to zero by May 31, 2010. The monthly payments may be made in cash
        or
        unregistered stock, at the Company’s option.
  F-17
 
 **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **2.
        5% SENIOR CONVERTIBLE DEBT (CONTINUED)**
 
 The
        convertible debt securities were issued with a non-detachable conversion
        feature
        and 11,250,000 detachable warrants. We evaluate and account for such securities
        in accordance with EITF Issue Nos. 98-5, 00-19, 00-27, 05-02, 05-04 and 05-08,
        and SFAS No. 133, *Accounting for Derivative Instruments and Hedging Activities* as
        amended.
 
 In
        accordance SFAS No. 133, we evaluate that the holder’s conversion right
        provision, interest rate adjustment provision, liquidated damages clause,
        cash
        premium option (if applicable), and the redemption option (collectively,
        the
        debt features) contained in the terms governing the Note to determine whether
        they are or are not clearly and closely related to the characteristics of
        the
        Note. Accordingly, if the features qualify as embedded derivative
        instruments at issuance and, furthermore if they do or do not qualify for
        any
        scope exception within SFAS No. 133 (paragraphs 12-32), then they are
        required by SFAS No. 133 to be accounted for separately from the debt
        instrument and recorded as derivative financial instruments.
 
 The
        note
        is convertible at the option of the holder at any time and from time to time
        into Common Stock of the Company at a conversion price of $0.20 per share,
        subject to certain anti-dilution adjustments. Pursuant to the terms of the
        note,
        the conversion price will be reset (the “Reset Provision”) in the event we issue
        shares, convertible securities or options entitling the recipient to subscribe
        for or purchase shares at a price per share less than the fixed conversion
        price
        then in effect.
 
 The
        note
        contains customary negative covenants for loans of this type, including
        limitations on the Company’s ability to incur indebtedness, issue securities,
        make loans and investments, make capital expenditures, dispose of assets
        and
        enter into mergers and acquisition transactions. Events of default under
        the
        Note are described below and include breaches of the Company’s obligations under
        the Note and other agreements relating to the transaction, certain defaults
        under any other indebtedness of at least $250,000 and certain bankruptcy
        events.
        Upon an event of default, all outstanding principal plus all accrued and
        unpaid
        interest become immediately due and payable. As of December 31, 2007, the
        Company is not in default on any of its debt covenants.
 
 Material
        Events that would cause default under the note include:
 
 ·
              failure
                  to pay principal or any premium on any note when
                  due;
 ·
              failure
                  to pay any interest, late fees or liquidated damages on any note
                  after a
                  period of three business days;
  F-18
 
 **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **2.
        5% SENIOR CONVERTIBLE DEBT (CONTINUED)**
 
 ·
              failure
                  to perform other covenants under any note that is not cured by
                  thirty-five
                  days after notice;
 ·
              any
                  representation or warranty under the financing documents that is
                  untrue or
                  incorrect in any material respect;
 ·
              certain
                  events such as bankruptcy or assignment for the benefit of creditors
                  of
                  the Company or any of its
                  subsidiaries;
 ·
              any
                  default by the Company or its subsidiaries under any instrument
                  in excess
                  of $250,000 that results in such obligation becoming due and payable
                  prior
                  to maturity
 ·
              the
                  Company becoming party to a change of control
                  transaction;
 ·
              failure
                  to maintain the required reservation of additional shares of authorized
                  common stock;
 ·
              failure
                  to remediate judgments in excess of $50,000 for a period greater
                  the 45
                  days
 ·
              failure
                  to have a registration statement declared effective by May 28,
                  2008
 
 In
        connection with the issuance of the convertible note, we entered into a
        Securities Purchase Agreement (the “SPA”) with the investors. The transaction
        closed on November 30, 2007. This SPA affirmed that the financing was a
        private placement to accredited investors and is exempt from registration
        pursuant to Section 4(2) of the Securities Act of 1933, as amended.
        Pursuant to the SPA, the Purchaser purchased a Senior Secured Convertible
        Note
        (“Note”) in aggregate the principal amount of which was $2,250,000 together with
        warrants (“Warrants”) to purchase an aggregate of 11,250,000 shares of our
        common stock. We also entered into a Security Agreement dated November 30,
        2007 by and between the Company and the Purchasers (the “Security Agreement”),
        pursuant to which the note is secured by substantially all of the assets
        of the
        Company, including our intellectual property.
 
 Interest
        is payable quarterly and accrues at 5%. The principal amount of the note
        is
        payable monthly beginning May, 2008 and matures May 31, 2010, subject to
        earlier conversion, acceleration or redemption. At the option of the Company,
        interest payable upon conversion of all or a portion of the converted principal
        amount may be settled either in cash or in registered common stock (at a
        conversion price equal to the then current debt conversion price of the common
        stock).
 
 The
        11,250,000 warrants permit the purchasers to purchase 11,250,000 shares of
        common stock at an initial exercise price of $0.50 per share and are exercisable
        from November 30, 2007 until November 30, 2012. They contain
        anti-dilution provisions similar to the convertible debt and are required
        to be
        reduced to an exercise price not less than amounts received for new issues
        of
        common stock or rates granted to newly issued convertible securities, or
        exercise prices of options in an equity financing.
  F-19
 
 **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **2.
        5% SENIOR CONVERTIBLE DEBT (CONTINUED)**
 
 The
        values ascribed to the note, the conversion feature of the note, other potential
        embedded derivative features, and detachable warrants follow the guidance
        of
        EITF Issue No. 00-19, *Accounting for Derivative Financial Instruments Indexed to, and Potentially
        Settled in, a Company’s Own Stock* ; SFAS
        No. 150, *Accounting for Certain Financial Instruments with Characteristics of both
        Liabilities and Equity* ; and
        EITF Issue No. 00-27, *Application of Issue No. 98-5 to Certain Convertible
        Instruments* . The
        Company evaluated the impact of the registration rights agreement on the
        embedded conversion feature and the Warrants and determined their effect
        based
        on EITF Issue No. 00-19. In accordance with EITF Issue No. 00-19, a transaction
        which includes a potential for net-cash settlement, including liquidated
        damages, requires that derivative financial instruments, including warrants and
        the embedded conversion feature, be bifurcated, and initially recorded at
        fair
        value as an asset or liability and subsequent changes in fair value be reflected
        in the statement of operations. Since the liquidated damages may be settled
        in
        shares at our discretion, we applied the criteria in EITF 00-19 and determined
        that the related instruments were equity instruments.
 
 The
        terms
        of the convertible debentures include a reset conversion feature which provides
        for a reduction in conversion price of the debentures into shares of the
        Company’s common stock at a rate equal to the terms of any future offering. The
        monthly redemption provision also provides that if payment is to be made
        in
        shares then such share amount is to be determined by an adjustment to the
        conversion price determined by discounting by 10% the volume weighted average
        price of the common stock for a 10 day trading period immediately before
        the
        redemption date. Because the conversion option is indexed to our own stock
        and a
        separate instrument with the same terms would be classified in stockholders’
equity in the statement of financial position, the written option is was
        not
        considered to be a derivative instrument for the issuer under SFAS 133 paragraph
        11(a). However, under EITF 00-19 we have determined that the current conversion
        rate is not fixed and determinate and will change in circumstances outside
        of
        management’s control and, accordingly, the conversion feature was separated from
        the host contract.
 
 In
        accordance with the FASB Emerging Issues Task Force (“EITF”) Issue No. 98-5
“Accounting for Convertible Securities with Beneficial Conversion Features
        or
        Contingently Adjustable Conversion Ratios” and EITF Issue No. 00-27
“Application of Issue No. 98-5 to Certain Convertible Instruments,” we
        determined that the convertible note contains an embedded beneficial conversion
        feature resulting in a discount to the carrying amount of the notes equal
        to:
  (i)  the
        difference between the effective conversion rate and the market price of
        our
        common stock on the date of issuance; multiplied by
  (ii)  the
        number of shares into which the notes are convertible. Per EITF Issue
        No. 98-5 and EITF Issue No. 00-27, upon issuance we recorded a
        $893,278 discount to the convertible notes.
  F-20
 
 **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **2.
        5% SENIOR CONVERTIBLE DEBT (CONTINUED)**
 
 For
        convertible debt securities, any recorded discount resulting from the allocation
        of proceeds to the beneficial conversion feature should be recognized as
        interest expense over the minimum period from the date of issuance to the
        date
        of maturity using the effective yield method.
 
 The
        Company used the Black-Scholes option pricing model in valuing the detachable
        warrants. The inputs for the valuation analysis of the warrants include the
        market value of the Company’s common stock, the estimated volatility of the
        Company’s common stock, the exercise price of the warrants and the risk free
        interest rate. The key inputs for the valuation analysis at December 31,
        2007 were a volatility of 174%, common stock value of $0.84 and a risk free
        interest rate of 4.4%. In accordance with EITF 98-5, the Company recorded
        the
        warrants as a debt discount and additional paid-in capital for their relative
        fair value of $861,722.
 
 This
        debenture was considered to have an embedded beneficial conversion feature
        because the effective conversion price was less than the quoted market price
        at
        the time of the issuance. The Company allocated the proceeds of the debt
        between
        the warrants and the debt based on relative fair values which amounted to
        $861,722 and $893,278 respectively. The beneficial conversion feature of
        $893,278 was recorded separately based on the intrinsic value method per
        EITF
        98-5. The intrinsic value of the beneficial conversion feature exceeds the
        proceeds allocable to the convertible debt therefore, the amount of the discount
        assigned to the beneficial conversion feature was limited to the amount of
        the
        proceeds allocable to the convertible debt.
 
 The
        aggregate discount of $1,755,000 will be amortized to interest expense over
        the
        term of the note using the straight-line yield method. A schedule of accretion
        of the carrying value of the note and corresponding amortization of discount
        is
        as follows:
 
 Face
                  amount of note
              
              $
              2,250,000Less
                  unamortized discount
              
              $
              (2,175,000
              )Carrying
                  value at December 31, 2007
              
              $
              75,000
 
 **Registration
        Rights Agreement**
 
 In
        connection with issuance of the note and warrants, we entered into an Amended
        and Restated Investor Rights Agreement with the purchaser under which we
        are
        obligated to register with the SEC the shares of common stock underlying
        the
        note and warrants. Under the Registration Rights Agreement, we are required
        to
        file a registration statement within forty-five days of the closing of the
        sale
        of the notes and to have the registration statement declared effective by
        the
        SEC within 120 days of that closing.
  F-21
 
 **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **2.
        5% SENIOR CONVERTIBLE DEBT (CONTINUED)**
 
 **Registration
        Rights Agreement (continued)**
 
 Additionally,
        the Company is required to keep the registration statement effective at all
        times until all of the shares registered have been sold or may be resold
        pursuant to Rule 144(b)(1)(i) under the Securities Act of 1933. If the Company
        does not satisfy these registration obligations, it would constitute an event
        of
        default, and the Company would have to pay each holder of the Notes or Warrants
        an amount in cash or unregistered stock, as partial liquidated damages, as
        provided in the Investor Rights Agreement, as discussed further
        below.
 
 The
        Investor Rights Agreement provides for liquidated damages for failure to
        register or maintain an effective registration statement for the shares
        underlying the notes and warrants. If we fail to have the registration statement
        declared effective within the specified period, we would be required to pay
        liquidated damages to the investor(s) until:
  ·
              the
                  registration statement is declared
                  effective;
  ·
              effectiveness
                  is maintained for a prescribed period;
                  or
  ·
                  the
                      Purchasers are no longer incurring damages for the Company’s failure to
                      register the securities (e.g., if the securities become freely
                      transferable after a holding period under Rule 144(d)(1)(i)
                      of the
                      Securities Act of
                      1933).
 
 Liquidated
        damages are paid in cash and the amount is determined by a formula in the
        Investor Rights Agreement. The liquidated damages are 2% per month of the
        aggregate purchase price paid by the holder of the note and are capped at
        12%.
        As of December 31, 2007, the maximum penalty that could be payable in the
        event of a breach of the Investor Rights Agreement are shares with an underlying
        market value of $270,000.
 
 ***Adoption
        of FSP EITF 00-19-2:***
 
 This
        FASB
        Staff Position, FSP EITF 00-19-2, addresses an issuer’s accounting for
        registration payment arrangements. This FSP specifies that the contingent
        obligation to make future payments or otherwise transfer consideration under
        a
        registration payment arrangement, whether issued as a separate agreement
        or
        included as a provision of a financial instrument or other agreement, should
        be
        separately recognized and measured in accordance with FASB Statement No. 5,
        Accounting for Contingencies. This FSP further clarifies that a financial
        instrument subject to a registration payment arrangement should be accounted
        for
        in accordance with other applicable generally accepted accounting principles
        (GAAP) without regard to the contingent obligation to transfer consideration
        pursuant to the registration payment arrangement.
  F-22
 
 **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **2.
        5% SENIOR CONVERTIBLE DEBT (CONTINUED)**
 
 ***Adoption
        of FSP EITF 00-19-2 (continued):***
 
 Initially,
        we determined that the transfer of consideration under the registration payment
        arrangement was probable and could be reasonably estimated. and, accordingly,
        allocated a portion of the proceeds to the financing transaction. We estimated
        the penalty amount to be $270,000 and recognized the related contingent
        liability. The carrying amounts of other instruments that were originally
        issued
        together with the separately recognized registration payment arrangement
        were
        not adjusted upon adoption of this FSP.
 
 The
        impact of other related, recently issued, pronouncements are summarized as
        follows:
 
 EITF
        Issue 04-8, “The Effect of Contingently Convertible Instruments on Diluted
        Earnings per Share.” The EITF reached a consensus that contingently
        convertible instruments, such as contingently convertible debt, contingently
        convertible preferred stock, and other such securities should be included
        in
        diluted earnings per share (if dilutive) regardless of whether the market
        price
        trigger has been met. The consensus became effective for reporting periods
        ending after December 15, 2004. The adoption of this pronouncement does not
        currently have an effect on the Company’s financial statements because the
        inclusion of common stock equivalents in earnings per share is
        anti-dilutive.
 
 In
        September 2005, the FASB ratified the Emerging Issues Task Force’s (“EITF”)
        Issue No. 05-7, “Accounting for Modifications to Conversion Options
        Embedded in Debt Instruments and Related Issues,” which addresses whether a
        modification to a conversion option that changes its fair value affects the
        recognition of interest expense for the associated debt instrument after
        the
        modification and whether a borrower should recognize a beneficial conversion
        feature not a debt extinguishment if a debt modification increases the intrinsic
        value of the debt (for example, the modification reduces the conversion price
        of
        the debt). In September 2005, the FASB also ratified the EITF’s Issue
        No. 05-8, “Income Tax Consequences of Issuing Convertible Debt with a
        Beneficial Conversion Feature,” which discusses whether the issuance of
        convertible debt with a beneficial conversion feature results in a basis
        difference arising from the intrinsic value of the beneficial conversion
        feature
        on the commitment date (which is treated as recorded in the shareholder’s equity
        for book purposes, but as a liability for income tax purposes), and, if so,
        whether that basis difference is a temporary difference under FASB Statement
        No. 109, “Accounting for Income Taxes.” The Company is currently in
        the process of evaluating the effect that the adoption of this pronouncement
        may
        have on its financial statements.
  F-23
 
 **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **2.
        5% SENIOR CONVERTIBLE DEBT (CONTINUED)**
 
 ***Adoption
        of FSP EITF 00-19-2 (continued):***
 
 In
        September 2005, the FASB also ratified the EITF’s Issue No. 05-8,
“Income Tax Consequences of Issuing Convertible Debt with a Beneficial
        Conversion Feature,” which discusses whether the issuance of convertible debt
        with a beneficial conversion feature results in a basis difference arising
        from
        the intrinsic value of the beneficial conversion feature on the commitment
        date
        (which is treated recorded in the shareholders’ equity for book purposes, but as
        a liability for income tax purposes), and, if so, whether that basis difference
        is a temporary difference under FASB Statement No. 109, “Accounting for
        Income Taxes.” We currently carry an allowance for all deferred taxes and,
        therefore we do not believe the adoption of this pronouncement will have
        any
        impact on our financial statements.
 
 **Derivatives**
  We
        follow
        the provisions of SFAS No. 133 “Accounting for Derivative Instruments and
        Hedging Activities” (SFAS No. 133”) along with related interpretations EITF No.
        00-19 “Accounting for Derivative Financial Instruments Indexed to, and
        Potentially Settled in, a Company’s Own Stock” (“EITF 00-19”) and EITF No. 05-2
“The Meaning of ‘Conventional Convertible Debt Instrument’ in Issue No. 00-19”
(“EITF 05-2”).  SFAS No. 133 requires every derivative instrument
        (including certain derivative instruments embedded in other contracts) to
        be
        recorded in the balance sheet as either an asset or liability measured at
        its
        fair value, with changes in the derivative’s fair value recognized currently in
        earnings unless specific hedge accounting criteria are met.  We value these
        derivative securities under the fair value method at the end of each reporting
        period (quarter), and their value is marked to market at the end of each
        reporting period with the gain or loss recognition recorded against
        earnings.  We continue to revalue these instruments each quarter to reflect
        their current value in light of the current market price of our common
        stock.  We utilize the Black-Scholes option-pricing model to determine fair
        value.  Key assumptions of the Black-Scholes option-pricing model include
        applicable volatility rates, risk-free interest rates and the instrument’s
        expected remaining life.  These assumptions require significant management
        judgment.
  Per
        the
        guidance of EITF No. 00-19 and EITF No. 05-2, the anti-dilution features
        of the
        2007 Debentures did not meet the definition of “standard” anti-dilution
        features. Therefore, the conversion feature of the 2007 Debentures was
        considered an embedded derivative in accordance with SFAS No. 133. Accordingly,
        we bifurcated the derivative from the 2007 Debentures (host contract) and
        recorded the liability at its fair value of $10,127,861. The fair value of
        the
        derivative liability was determined using the Black-Scholes option pricing
        model. The
        key
        inputs for the valuation analysis at December 31, 2007 were a volatility of
        174%, common stock value of $0.84 and a risk free interest rate of
        4.4%.
  The
        warrants issued with the debentures were also classified a derivative liability.
        The Registration Rights Agreements subjects the company to cash penalties
        in the
        event the registration statement is not effective by a certain date, or for
        failure to maintain the effectiveness of the registration statement for a
        specified period of time. The shares issuable upon conversion could be net-cash
        settled under circumstances beyond traditional liquidation provisions scope
        exceptions. Under section 2(iv) of the instrument, the company may be obligated
        to pay cash to the holder as “compensation for Buy-In on a failure to timely
        deliver certificates upon exercise”.
  F-24
  **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **2.
        5% SENIOR CONVERTIBLE DEBT (CONTINUED)**
 
 **Derivatives
        (continued)**
 
 We
        have
        two classes of securities that contain embedded derivatives.  For a further
        description of these securities, see Note 2, pages F-17 through F-21.  At
        December 31, 2007, the fair value of the derivative liabilities associated
        with
        these securities, using the Black-Scholes option-pricing model with key
        inputs for the valuation analysis at December 31, 2007 were a volatility of
        174%, common stock value of $0.84 and a risk free interest rate of
        4.4%. ,
        was as
        follows:
  Embedded
                  conversion feature of Debentures
              
              $
              10,127,860Warrants
              
              $
              10,546,833Total
              
              $
              20,674,693
  We
        classify derivatives as either current or long-term in the balance sheet
        based
        on the classification of the underlying convertible debt instrument.  For
        the year ended December 31, 2007 we recorded a loss of $20,674,693, related
        to
        marking to market the fair values of the derivative liabilities.
 
 **3.
        PROPERTY AND EQUIPMENT**
  The
        major
        classifications of property and equipment as of December 31, 2007 and 2006
        are:
 
 **December
                  31****2007**
              
              **2006****Computers**
              
              **$**
              **152,913**
              
              **$**
              **59,436****Software**
              
              
              **10,840**
              
              
              **10,840****Furniture
                  and Fixtures**
              
              
              **5,161**
              
              
              **5,161****168,914**
              
              
              **75,437****Less:
                  Accumulated Depreciation**
              
              
              **<80,852>**
              
              
              **<36,820>****88,062**
              
              
              **38,617**
 
 **Depreciation
        expense was $44,031 and $16, 095 in 2007 and 2006,
        respectively.**
  **Intangible
        Assets —** Intangible
        assets consist of the following:
  F-25
  **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
  **3.
        PROPERTY AND EQUIPMENT (CONTINUED)**
  **December
        31**
 
 **2007**
              
              **2006****Intellectual
                  Property rights**
              
              
              **900,000**
              
              
              **0****Customer
                  Lists**
              
              
              **150,000**
              
              
              **0****Less
                  accumulated amortization**
              
              
              **<52,500>**
              
              
              **0****$**
              **997,500**
              
              **$**
              **0**
 
 **4.
        LOANS AND NOTES PAYABLE**
 During
          2007 and 2006 we entered into a series of promissory notes with various
          parties.
          These promissory notes bear interest at rates from between 6% to 10% per
          annum,
          are payable on demand and are unsecured. The outstanding principal balance
          of
          these promissory notes total $153,000 and $65,000 at December 31, 2007,
          and
          2006, respectively.
 
 In
          connection with the purchase of the assets of JMJ Technologies, Inc., the
          Company delivered a promissory note in the amount of $475,000. The note
          is
          payable in monthly installments on the tenth day of the month in amounts
          of not
          less than $35,000 and not more than $50,000 (with the amount dependent
          upon a
          formula described in the note tied to the cash balances in the Company's
          bank
          accounts) beginning October 10, 2007 and ending July 10, 2008. All sums
          remaining unpaid are due on or before August 1, 2008. Interest accrues
          at ten
          percent (10%).
 
 A
          former
          officer entered into several personal lines of credit with a bank. The
          maximum
          borrowings under the lines of credit total $120,000 and $20,000 at December
          31,
          2006. Interest on the outstanding borrowings is calculated on a fluctuating
          rate. As of December 31, 2006, borrowings under the lines of credit totaled
          $120,281, and the interest rates were between 9.25%-12.25% and 11.0%,
          respectively. As of December 31, 2007, borrowings under the lines of credit
          totaled approximately $143,000 with comparable interest
          rates.
  **5.
        INCOME TAXES**
 
 At
        December 31, 2007, and 2006 the entire deferred tax asset balance was reserved
        and no provision for income
        taxes had been reflected for the years then ended.
 
 In
        periodically assessing our ability to realize our deferred tax assets,
        management considers whether it is more
        likely than not that some portion or all of our deferred tax assets will
        be
        realized. Management analyzes
        several factors including the amount and timing of the scheduled expiration
        and
        reversals of our net
        operating loss carry forwards (NOLs) and deferred tax items, respectively,
        as
        well as potential generation
        of future taxable income over the periods for which the NOLs are applicable.
        Certain estimates used
        in
        this analysis are based on the current beliefs and expectations of management,
        as well as assumptions
        made by, and information currently available to, management. Although we
        believe
        the expectations reflected in these estimates are based upon reasonable
        assumptions, we can give no assurance that
        actual results will not differ materially from these
        expectations.
  F-26
 
 **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **6.**
              **RELATED
                  PARTY TRANSACTIONS**
 
 During
        the period beginning 2003 and through 2006, we entered into a series of
        promissory notes with our CEO,
        Jeffrey Simon. As of December 31, 2007 and 2006, The total outstanding principal
        balance on these promissory
        notes was $38,000 and $98,773, respectively. Interest accrues on these notes
        at
        between 6% and
        15%
        per annum. Interest under the notes is due monthly, but payments have largely
        been deferred. The principal
        balance on the notes is due on demand or sooner in  the
        event
        of default.
 
 During
        2006 we issued stock options to purchase 400,000 shares of the Company's
        common
        stock to our CEO,
        Jeffrey Simon.
 
 **7.**
              **OPTIONS
                  AND WARRANTS**
 
 For
        the
        year ended December 31, 2007 the company issued 733,087 stock options,
        336,648 of which were immediately exercisable. A summary of the status of
        the
        Company’s stock option plan for the 2 years ended December 31, 2007 is
        presented below:
 
 Shares
              
              Weighted
                average
                exercise
                price
              
              Weighted
                average
                remaining
                contractual
                term
                (years)
              
              Aggregate
                intrinsic
                value*Options
                  outstanding at December 31, 2005
              
              
              652,813
              
              $
              0.42Granted
              
              
              3,209,659
              
              $
              0.42Exercised
              
              
              0
              
              $
              0.00Lapsed
              
              
              0
              
              $
              0.00Options
                  outstanding at December 31, 2006
              
              
              3,862,472
              
              $
              0.42
              
              
              4.0
              
              $
              0Granted
              
              
              733,087
              
              $
              0.65Exercised
              
              
              0
              
              $
              0.00Lapsed
              
              
              (2,556,848
              )
              $
              0.48Options
                  outstanding at December 31, 2007
              
              
              2,038,711
              
              $
              0.42
              
              
              8.7
              
              $
              1,288,512Options
                  exercisable at December 31, 2007
              
              
              1,343,069
              
              $
              0.36
              
              
              8.4
              
              $
              932,377
 
 *
        Amount
        by which the fair value of the stock at the balance sheet date exceeds the
        exercise price
  F-27
 
 **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
  **7.
        OPTIONS AND WARRANTS** **(CONTINUED)**
  The
        key
        inputs in determining grant date fair value are as follows:
  *Years
                  Ended*
                *December
                  31,***2007**
              
              **2006**Risk-free
                  interest rate
              
              
              4.40
              %
              
              4.00
              %Dividend
                  yield
              
              
              0.00
              %
              
              0.00
              %Expected
                  volatility
              
              
              174
              %
              
              12
              %Expected
                  term (in years)
              
              
              10.0
              
              
              4.5Weighted
                    average grant date fair value of options granted duringthe
                    period
              
              $
              0.62
              
              $
              0.22
 
 The
        Company used the Black-Scholes option pricing model in valuing options. The
        inputs for the valuation analysis of the warrants include the market value
        of
        the Company’s common stock, the estimated volatility of the Company’s common
        stock, the exercise price of the warrants and the risk free interest rate. As
        of
        December 31, 2007, there was $358,969 of total unrecognized compensation
        cost related to non-vested share-based compensation arrangements related
        to
        stock options granted under the Plan. That cost is expected to be recognized
        over a weighted-average period of .78 years
 
 The
        following table summarizes information relating to currently outstanding
        and
        exercisable stock options as of December 31, 2007:
 
 *Options
                  Outstanding*
              
              
              
              *Options
                  Exercisable*Range
                  of exercise
                prices
              
              Shares
              
              weighted
                average
                exercise
                price
              
              Weighted
                  average
                remaining
                life
                  in
                months
              
              Shares
              
              weighted
                average
                exercise
                price$
                  0.01-$ 0.50
              
              
              1,788,711
              
              $
              0.36
              
              
              103.0
              
              
              1,243,069
              
              $
              0.32$
                  0.51-$ 1.00
              
              
              250,000
              
              $
              0.82
              
              
              117.4
              
              
              100,000
              
              $
              0.82*Total
                  Shares*
              
              
              2,038,711
              
              
              
              
              
              
              
              
              1,343,069
  F-28
  **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **7.
        OPTIONS AND WARRANTS** **(CONTINUED)**
 
 The
        following table summarizes the status of the Company's aggregate warrants
        as of
        December 31, 2007:
 
 *Warrants
                  Outstanding*
              
              
              
              *Warrants
                  Exercisable*Range
                  of
                exercise
                prices
              
              Shares
              
              weighted
                average
                exercise
                  price
              
              Weighted
                average
                remaining
                life
                  in
                months
              
              Shares
              
              weighted
                average
                exercise
                  price$
                  0.01-$ 0.50
              
              
              19,602,037
              
              $
              0.39
              
              
              81.7
              
              
              19,602,037
              
              $
              0.39$
                  0.51-$ 2.00
              
              
              2,064,000
              
              $
              1.34
              
              
              31.7
              
              
              2,064,000
              
              $
              1.34*Total
                  Shares*
              
              
              21,666,037
              
              
              
              
              
              
              
              
              21,666,037
  *Warrants*Shares
              
              Weighted
                average
                  exercise
                price
              
              Weighted
                average
                remaining
                contractual
                term
                (years)
              
              Aggregate
                intrinsic
                  value*Warrants
                  outstanding at December 31, 2005
              
              
              652,813
              
              $
              0.42Granted
              
              
              1,769,905
              
              $
              0.42Exercised
              
              
              -
              
              $
              -Lapsed
              
              
              -
              
              $
              -Warrants
                  outstanding at December 31, 2006
              
              
              2,422,718
              
              $
              0.46
              
              
              4.0
              
              $
              -Granted
              
              
              19,533,506
              
              $
              0.48Exercised
              
              
              -
              
              $
              -Lapsed
              
              
              (290,187
              )
              $
              0.46Warrants
                  outstanding at December 31, 2007
              
              
              21,666,037
              
              $
              0.48
              
              
              6.4
              
              $
              13,194,322Warrants
                  exercisable at December 31, 2007
              
              
              21,666,037
              
              $
              0.48
              
              
              6.4
              
              $
              13,194,322
 **8.**
              **COMMITMENTS
                  AND CONTINGENCIES**
 
 We
        lease
        office space under a lease that terminates August 31, 2009 .
        The
        annual commitments under this lease are $118,938 in 2008 and $81,067 in
        2009.
 The
          JMJ
          promissory note to the Bank of North Georgia in the approximate amount
          of
          $250,000 is secured by the guaranty of WiFiMed Holdings Company, Inc.,
          as well
          and personal guaranties and certain real property held by officers and
          shareholders of JMJ. The note matures on May 9, 2008. The Company expects
          that
          JMJ will renegotiate the note and that the Bank of North Georgia will neither
          release nor foreclose upon its collateral, including the guaranty made
          by the
          Company.
 On
          December 14, 2007, the Arkansas Securities Department (the "ASD") commenced
          an
          inquiry regarding the Company's prior management's issuance of common stock
          and
          warrants pursuant to an April 2007 private placement memorandum ("PPM")
          to
          investors residing in the State of Arkansas, having subscriptions in the
          aggregate amount of $55,000. The inquiry was centered on the alleged sale
          of
          such securities through one or more unregistered broker-dealers, as well
          as the
          alleged violation of an SEC consent order for Roger Taft, in particular.
          The
          Company has agreed to settle the matter, without admitting or denying any
          findings of fact or ASD staff allegations, and has executed a consent order
          providing for the rescission offer to four Arkansas investors and the
          repayment of up to $55,000 in total subscriptions plus 6% interest from
          the
          original date of investment, and the Company's payment of a $ 10,000
          fine.
 
 On
          December 19, 2007, WiFiMed Holdings Company, Inc. (the "Company") and WiFiMed,
          Inc. (collectively, the "Complainants") filed an arbitration proceeding
          against
          Jeffrey Simon, the Company's former President, CEO and a beneficial owner
          of
          more than 5% of the securities of the Company ("Simon") with the American
          Arbitration Association in Atlanta, Georgia (Case Number 30 103 Y 01058
          07).
          Complainants seek the recovery of money damages, corporate books and records
          and
          other property, and reasonable costs and attorneys' fees. Complainants
          are
          pursuing Mr. Simon for any and all damages resulting from any findings
          of
          securities violations relating to the matter described above. Mr. Simon
          has
          demanded accrued vacation time, severance pay, reimbursement of expenses,
          and
          warrants. In addition there is a dispute between the parties regarding
          two lines
          of credit and a credit card with a total balance of approximately $140,000.
          Prior management carried this indebtedness on its books as a debt of WiFiMed,
          Inc. Current management has since learned that Mr. Simon is personally
          liable to
          the bank for this indebtedness and that the Company is not liable to the
          bank.
          Mr. Simon has asked the Company to reimburse him for his personal debt
          to the
          bank; however, the Company maintains that the currently available documentation
          does not support Mr. Simon's right to recover. Currently, the parties have
          indefinitely stayed the arbitration proceeding pending mediation and settlement
          talks between the parties. It is anticipated that the matter will proceed
          to
          arbitration and/or litigation. The Complainants do not anticipate that
          this
          proceeding will have a material adverse effect upon the Company.
 F-29
 
 **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
  **9.**  **PRO
        FORMA UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS
        AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2007**
  The
        following *pro forma* unaudited consolidated financial information gives
        effect to WiFiMed’s purchase of the assets of JMJ Technologies, Inc. ("JMJ")
 net of the assumption of certain liabilities. The periods presented are
        the Company’s most recent fiscal years ended December 31, 2007 and 2006. The
        2006 issuer financial statements filed on Form 10-KSB were those of Bellacasa
        prior to its March 7, 2007 recapitalization with WiFiMed. Accordingly, the
        historical financial statements presented for 2006 and 2007 include the separate
        financial statements of WiFiMed, Inc. ("WiFi") and JMJ while those of 2007
        include those of the surviving entity, WiFiMed Holdings Company, Inc.. The
        financial statements of Bellacasa have not been carried forward. The 2006
        *pro forma* financial statements include an adjustment to eliminate the
        accounts of Bellacasa as though the March 7, 2007 recapitalization had occurred
        January 1, 2006. The period ended December 31, 2007 reflects the effect of
        the
        March 7, 2007 recapitalization and, therefore, does not require a similar
        adjustment.
  The
        *pro forma* balance sheet and statement of operations assumes the
        recapitalization and asset purchase transactions occurred as of January 1,
        2006.
        The *pro forma* unaudited consolidated financial information is presented
        for illustrative purposes only. It is not necessarily indicative of the
        operating results or financial position that would have occurred if the asset
        sale and share exchange had been consummated at the beginning of the period
        indicated, nor is such information indicative of the future results or financial
        position of WiFiMed Holdings after the asset purchase and share exchange.
        Material nonrecurring charges or credits and related tax effects which result
        directly from the transactions and may be included in the income of the
        registrant within the twelve months succeeding the transaction are not reflected
        in the condensed *pro forma* income statements. *Pro forma*
        weighted average shares have been calculated as though the transactions had
        occurred January 1, 2006. The Company does not contemplate the adoption of
        a
        change in accounting principle from those contained and disclosed in the
        historical financial statements. The December 31, 2007 *pro forma*
        balance sheet has been omitted since all necessary adjustments are included
        in
        the audited balance sheet.
  *Adjustment
        1*
 ***Recapitalization:*** On
        March
        7, 2007, Bellacasa now known as WiFiMed Holdings Company, Inc. consummated
        a
        merger transaction with WiFiMed, Inc. (WiFiMed). Pursuant to the merger,
        WiFiMed, Inc. merged with and into a subsidiary of Bellacasa. For financial
        reporting purposes, WiFiMed was treated as the acquiring company and the
        transaction accounted for as a recapitalization. At the date of
        recapitalization, March 7, 2007, Bellacasa was a public shell company, defined
        as an inactive, publicly-quoted company with nominal assets and liabilities. **** On
        March
        7 th ,
        2007
        pursuant to a stock exchange agreement and share exchange
        between Bellacasa, and the shareholders of WiFiMed, Bellacasa purchased all
        of the outstanding shares of WiFiMed through the issuance of 21,337,238 shares
        of stock directly to the WiFiMed shareholders. Bellacasa was the legal acquirer
        in the combination . WiFiMed
        had substantially more assets (Bellacasa had virtually no assets, tangible
        or
        intangible, or operating revenue). The *pro forma* financial statements
        have been adjusted to reflect the recapitalization and are those of WiFiMed
        carried forward at historical cost. The *pro forma* consolidated
        financial statements for the year ended December 31, 2006 include WiFiMed’s
        results of operations. The results of operations of Bellacasa are not carried
        forward.
 
 *Adjustment
        2*
 **Purchase
        of net assets of JMJ:** On
        October 1, 2007  WiFiMed
        purchased the assets of JMJ. In exchange for the assets WiFiMed advanced
        $25,000
        in cash; issued a promissory note in the amount of $475,000 payable over
        the
        course of 10 months; issued restricted shares of the common stock equal to
        12.5
        percent of the total outstanding shares of the acquiring corporation as of
        the
        effective date of the purchase (which amounts to 4,862,067 shares); and issued
        1.6 million warrants exercisable at a penny per share. In addition, WiFiMed
        also
        assumed liabilities such as customer deposits and accrued rent . A
        summary
        of the calculations resulting in the adjustment is as follows:
  F-30
 
 Consideration:
              
              
              Number
              
              
              ValueCommon
                  stock (1)
              
              
              4,862,067
              
              $
              3,986,895Warrants
                  (2)
              
              
              1,600,000
              
              
              1,307,945Total
                  non-cash consideration
              
              
              
              
              
              5,294,840Other
                  consideration:Cash
                  paid
              
              
              
              
              
              0Note
                  payable
              
              
              
              
              
              475,000Assumption
                  of certain liabilities:Customer
                  deposits
              
              
              
              
              
              648,890Estimated
                  accrued payroll
              
              
              
              
              
              0Accrued
                  rent
              
              
              
              
              
              8,233Total
                  consideration
              
              
              
              
              
              6,426,963Assets
                  received in exchange:Cash
              
              
              
              
              
              25,000Accounts
                  receivable
              
              
              
              
              
              287,052Property
                  & equipment
              
              
              
              
              
              20,000Rent
                  security deposit
              
              
              
              
              
              9,481Intellectual
                Property
              
              
              
              
              
              900,000Customer
                Lists
              
              
              
              
              
              150,000Total
                  identifiable assets
              
              
              
              
              
              1,391,533Consideration
                  in excess of identifiable assets
              
              
              
              
              
              5,035,430Valuation
                  Notes:
 
 (1)
                  common stock valued at market quote of $0.82 per share(2)
                  warrants valued at $0.81 using Black-Scholes pricing model and
                  assumptions
                  as follows:
 
 Exercise
                  price
              
              $
              0.01Stock
                  price at date of grant
              
              $
              0.82Risk
                  free interest rate
              
              
              4.40
              %Volatility
              
              
              174.00
              %Life
                  (in years)
              
              
              10Dividend
                  rate
              
              
              0.00
              %
  *Adjustment
        3*
 **Effect
        on interest expense as a result of loans not assumed and replaced with $475,000
        of acquisition debt:** Interest
        expense reflected on the historical financial statements of JMJ are charges
        for
        notes, loans and accrued payroll taxes that were not assumed through the
        asset
        purchase agreement. Pro forma interest expense was reduced by the interest
        related to those items and correspondingly increased to reflect interest
        of 10%
        on the purchase note of $475,000. A summary of the adjustment is as
        follows:
 
 2006
              
              2007Penalties-IRS
              
              
              88,803
              
              
              46,962Interest
              
              
              197,369
              
              
              156,765Total
                  expense reported in historical results of operations
              
              
              286,172
              
              
              203,727Estimated
                  interest a 10% on note payable
              
              
              47,500
              
              
              35,625Pro
                  Forma adjustment
              
              
              (238,672
              )
              
              (168,102
              )
  F-31
 
 **PRO
        FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS**
 **FOR
        THE FISCAL PERIOD ENDED DECEMBER 31, 2007**
 **(excludes
        all nonrecurring items)**
 
 
 Historical Condensed
                Statement of Income From
                Continuing OperationsYear Ended
                December 31,
                2007
              
              Pre
                Acquisition
                Period of
                Nine
                Months
                Ended
                September
                30, 2007
              
              
              
              Pro Forma
                Adjustments
              
              Year Ended
                Dec. 31, 2007Issuer
                WiFiMed
                Holdings
                formerly
                Bellacasa
              
              Business
                Acquired
                JMJ
              
              Combined
              
              Adjustment
                3
                Replacement of
                previous interest
                with new note
                interest
              
              Pro Forma
                Condensed
                Stmnt of
                OperationsRevenue
              
              $
              552,542
              
              $
              1,266,306
              
              $
              1,818,848
              
              
              
              
              $
              3,085,154Cost of revenue
              
              
              142,933
              
              
              129,334
              
              
              272,267
              
              
              
              
              
              401,601Gross
                  margin
              
              $
              409,609
              
              $
              1,136,972
              
              $
              1,546,581
              
              
              
              
              $
              2,683,553Costs
                  and expenses:General
                  & administrative
              
              
              7,077,781
              
              
              1,206,983
              
              
              8,284,764
              
              
              
              
              
              9,491,747Derivative
                  valuation
              
              
              20,674,693
              
              
              0
              
              
              20,674,693
              
              
              
              
              
              20,674,693Other
              
              
              (207,418
              )
              
              8,128
              
              
              (199,290
              )
              
              
              
              
              (191,162
              )Interest,
                  net of interest income
              
              
              39,957
              
              
              156,765
              
              
              196,722
              
              
              (168,102
              )
              
              185,385Total
                  costs and expenses
              
              
              27,585,013
              
              
              1,371,876
              
              
              28,956,889
              
              
              (168,102
              )
              
              30,160,663Other
                  income / (expense)
              
              
              0
              
              
              0
              
              
              0
              
              
              
              
              
              0Loss
                  from continuing operations before income taxes
              
              
              (27,175,404
              )
              
              (234,904
              )
              
              (27,410,308
              )
              
              168,102
              
              
              (27,477,110
              )Income
                  taxes
              
              
              0
              
              
              0
              
              
              0
              
              
              
              
              
              0Net
                  loss from continuing operations
              
              $
              (27,175,404
              )
              $
              (234,904
              )
              $
              (27,410,308
              )
              $
              168,102
              
              $
              (27,477,110
              )Basic
                  and diluted loss per share from continuing operations
              
              $
              (1.12
              )
              $
              (0.05
              )
              $
              (1.13
              )
              
              
              
              $
              (1.13
              )Weighted
                  average number of shares outstanding
              
              
              24,356,818
              
              
              4,862,067
              
              
              24,356,818
              
              
              
              
              
              24,356,818
  F-32
  **PRO
        FORMA UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET DECEMBER 31,
        2006**
  Pro Forma AdjustmentsAdjustment
                1
              
              Adjustment
                2
              
              31-Dec-06
                Pro FormaHistorical Condensed Balance Sheets at December 31, 2006
              
              Effect of March,
              
              Purchase of net
              
              CondensedIssuer
              
              Businesses to be Acquired
              
              
              
              2007
              
              assets of JMJ
              
              BalanceBellacasa
              
              WiFiMed
              
              JMJ
              
              Combined
              
              Recapitalization
              
              Oct 2007
              
              SheetsASSETSCurrent
                  assets:Cash
                  (overdraft)
              
              $
              5,822
              
              $
              0
              
              $
              0
              
              $
              5,822
              
              $
              (5,822
              )
              $
              (32,733
              )
              $
              (32,733
              )Accounts
                  receivable, net
              
              
              0
              
              $
              360,237
              
              
              260,186
              
              
              620,423
              
              
              
              
              
              34,346
              
              
              654,769Deferred
                  cost of revenue
              
              
              0
              
              $
              37,730
              
              
              0
              
              
              37,730
              
              
              
              
              
              0
              
              
              37,730Prepayments
                  under product supply agreement
              
              
              140,000
              
              
              0
              
              
              0
              
              
              140,000
              
              
              (140,000
              )
              
              0
              
              
              0Prepaid
                  expenses
              
              
              34,754
              
              
              24,838
              
              
              0
              
              
              59,592
              
              
              (34,754
              )
              
              0
              
              
              24,838Total
                  current assets
              
              $
              180,576
              
              $
              422,805
              
              $
              260,186
              
              $
              863,567
              
              $
              (180,576
              )
              $
              1,613
              
              $
              684,604Property
                  and equipment, net
              
              
              0
              
              
              38,617
              
              
              18,117
              
              
              56,734
              
              
              
              
              
              10,010
              
              
              66,744Security
                  deposits
              
              
              0
              
              
              0
              
              
              9,481
              
              
              9,481
              
              
              
              
              
              0
              
              
              9,481Excess
                  purchase price over identifiable assets
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              6,073,112
              
              
              6,073,112$
              180,576
              
              $
              461,422
              
              $
              287,784
              
              $
              929,782
              
              $
              (180,576
              )
              $
              6,084,735
              
              $
              6,833,941LIABILITIES
                  & STOCKHOLDERS' EQUITYCurrent
                  liabilities:Trade
                  accounts payable
              
              
              46,980
              
              
              400,089
              
              
              294,287
              
              
              741,356
              
              
              (46,980
              )
              
              (226,774
              )
              
              467,602Accrued
                  expenses
              
              
              20,850
              
              
              237,169
              
              
              246,511
              
              
              504,530
              
              
              (20,850
              )
              
              (304,731
              )
              
              178,949Accrued
                  payroll taxes
              
              
              
              
              
              
              
              
              1,116,226
              
              
              1,116,226
              
              
              
              
              
              (1,116,226
              )
              
              0Customer
                  deposits
              
              
              0
              
              
              444,635
              
              
              453,159
              
              
              897,794
              
              
              
              
              
              35,447
              
              
              933,241Short
                  term notes and revolving credit lines
              
              
              0
              
              
              169,916
              
              
              817,911
              
              
              987,827
              
              
              
              
              
              (937,827
              )
              
              50,000Loans
                  and notes payable
              
              
              0
              
              
              
              
              
              0
              
              
              0
              
              
              
              
              
              475,000
              
              
              475,000Loans
                  and notes payable related parties
              
              
              50,000
              
              
              38,000
              
              
              215,771
              
              
              303,771
              
              
              
              
              
              (239,968
              )
              
              63,803Other
                  current liabilities
              
              
              0
              
              
              
              
              
              14,969
              
              
              14,969
              
              
              
              
              
              0
              
              
              14,969Total
                  current liabilities
              
              $
              117,830
              
              $
              1,289,809
              
              $
              3,158,834
              
              $
              4,566,473
              
              $
              (67,830
              )
              $
              (2,315,079
              )
              $
              2,183,564Stockholders'
                  equity:Preferred
                  stock, $0.01 par value
              
              
              0
              
              
              38,919
              
              
              
              
              
              38,919
              
              
              
              
              
              0
              
              
              38,919Common
                  stock, $0.0001 par value
              
              
              3,948
              
              
              39,495
              
              
              75,180
              
              
              118,623
              
              
              
              
              
              (116,919
              )
              
              1,704Additional
                  paid in capital
              
              
              796,803
              
              
              3,248,506
              
              
              1,653,800
              
              
              5,699,109
              
              
              (850,751
              )
              
              3,681,709
              
              
              8,530,067Retained
                  deficit
              
              
              (738,005
              )
              
              (4,155,307
              )
              
              (4,600,030
              )
              
              (9,493,342
              )
              
              738,005
              
              
              4,834,934
              
              
              (3,920,403
              )Total
                  stockholders' equity
              
              $
              62,746
              
              $
              (828,387
              )
              $
              (2,871,050
              )
              $
              (3,636,691
              )
              $
              (112,746
              )
              $
              8,399,724
              
              $
              4,650,287$
              180,576
              
              $
              461,422
              
              $
              287,784
              
              $
              929,782
              
              $
              (180,576
              )
              $
              6,084,645
              
              $
              6,833,851
  F-33
 
 **PRO
        FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS**
 **FOR
        THE FISCAL YEAR ENDED DECEMBER 31, 2006**
 **(excludes
        all nonrecurring items)**
 
 Pro Forma Adjustments
              
              Pro FormaAdjustment
              
              Adjustment
              
              CondensedHistorical Condensed Statements of Income from 31,
              
              1
              
              3
              
              Statement ofContinuing Operations for the Year ended December
              
              
              
              Replacement of
              
              Operations2006
              
              Effect of March,
              
              previous interest
              
              Fiscal YearIssuer
              
              Businesses to be Acquired
              
              
              
              2007
              
              with new note
              
              Ended Dec 31,Bellacasa
              
              WiFIMed
              
              JMJ
              
              Combined
              
              Recapitalization
              
              interest
              
              2006Revenue
              
              $
              0
              
              
              
              
              $
              2,134,715
              
              $
              2,134,715
              
              
              
              
              
              
              
              $
              2,134,715Cost
                  of revenue
              
              
              0
              
              
              0
              
              
              682,941
              
              
              682,941
              
              
              
              
              
              
              
              
              682,941Gross
                  margin
              
              $
              0
              
              $
              0
              
              $
              1,451,774
              
              $
              1,451,774
              
              $
              0
              
              
              
              
              $
              1,451,774Costs
                  and expenses:General
                  & administrative
              
              
              159,213
              
              
              1,372,690
              
              
              2,105,981
              
              
              3,637,884
              
              
              (159,213
              )
              
              
              
              
              3,478,671Research
                  & development
              
              
              0
              
              
              219,259
              
              
              0
              
              
              219,259
              
              
              
              
              
              
              
              
              219,259Depreciation
              
              
              569
              
              
              16,965
              
              
              14,356
              
              
              31,890
              
              
              (569
              )
              
              
              
              
              31,321Interest,
                  net of interest income
              
              
              2,940
              
              
              30,260
              
              
              197,369
              
              
              230,569
              
              
              (2,940
              )
              
              (238,672
              )
              
              (11,043
              )Total
                  costs and expenses
              
              
              162,722
              
              
              1,639,174
              
              
              2,317,706
              
              
              4,119,602
              
              
              (162,722
              )
              
              (238,672
              )
              
              3,718,208Other
                  income / (expense)
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              
              
              
              
              
              
              0Loss
                  from continuing operations before income taxes
              
              
              (162,722
              )
              
              (1,639,174
              )
              
              (865,932
              )
              
              (2,667,828
              )
              
              162,722
              
              
              238,672
              
              
              (2,266,434
              )Income
                  taxes
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              
              
              
              
              
              
              0Net
                  loss from continuing operations
              
              $
              (162,722
              )
              $
              (1,639,174
              )
              $
              (865,932
              )
              $
              (2,667,828
              )
              $
              162,722
              
              $
              238,672
              
              $
              (2,266,434
              )Basic
                  and diluted loss per share
              
              $
              (0.04
              )
              $
              (0.09
              )
              $
              (0.12
              )
              $
              (0.09
              )
              
              
              
              
              
              
              $
              (0.14
              )Weighted
                  average number of shares outstanding
              
              
              3,933,400
              
              
              17,619,672
              
              
              7,518,043
              
              
              29,071,115
              
              
              
              
              
              
              
              
              16,328,412
  Calculation
                  of outstanding shares:Shares
                  outstanding Jan 1, 2005
              
              
              6,424,761Bellacasa
                  recapitalization
              
              
              3,947,972Acquisition
                  JMJ assets
              
              
              4,862,067Common
                  stock issued upon conversion of debt
              
              
              515,604Shares
                  issued for cash
              
              
              1,653,790Shares
                  outstanding Jan 1, 2006
              
              
              17,404,194Conversion
                  of preferred to common
              
              
              8,468,749Shares
                  issued for cash
              
              
              1,211,829Shares
                  issued for services
              
              
              5,575,000Conversion
                  of debt
              
              
              3,619,505Shares
                  outstanding Jan 1, 2007
              
              
              36,279,277
  F-34
 
 **WIFIMED
        HOLDINGS COMPANY, INC.**
 
 **NOTES
        TO AUDITED FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2007 AND 2006**
 
 **10.**
              **SUBSEQUENT
                  EVENTS**
 
 The Company
        has reported net losses of approximately $27.2 million for the year ending
        December 31, 2007. As a result, there is an accumulated deficit of approximately
        $31.4 million at December 31, 2007.
 
 The
        Company's continued existence is dependent upon its ability to raise capital
        and/or to successfully market
        and sell its products. The financial statements do not include any adjustments
        that might be necessary should the Company be unable to continue as a going
        concern.
 *Acquisition
          of the Assets of CyberMedx Medical Systems, LLC—On* February
          29, 2008, the Company acquired substantially all of the assets of CyberMedx
          Medical Systems, LLC ("CyberMedx") through its wholly-owned subsidiary
          CyberMedx
          Medical Systems, Inc. ("CMS, Inc.") pursuant to the Asset Purchase Agreement,
          dated February 20, 2008 as disclosed in the Company's Current Report on
          Form
          8-K, filed with the SEC on March 6, 2008. The purchased assets included
          software, licenses, trademark and other intellectual property rights, as
          well as
          contracts, accounts receivable, and CMS, Inc. only assumed certain liabilities
          in connection with contracts due to be performed after closing, in addition
          to
          compensation to Mr. Ronald Barnett and the business agents (as further
          described
          below). As consideration for entering into the Asset Purchase Agreement
          and
          consummating the transactions contemplated therein, the Company issued
          900,000
          restricted shares of common stock, par value $.0001 per share (the "Acquisition
          Shares") to unit holders of CyberMedx, and may issue up to an additional
          900,000
          as a post-closing adjustment as calculated in Section 3.5 of the Asset
          Purchase
          Agreement in the event the weighted average sales price (weighted for volume)
          of
          the Company's common stock is below $1.00 per share on the OTCBB for the
          thirty
          consecutive business days preceding the 180th day following the Closing
          Date.
 
 In
          connection with the Asset Purchase Agreement, Mr. Barnett entered into
          an
          employment agreement, effective as of March 1, 2008, whereby CMS, Inc.
          employed
          Barnett as its President and Acting Treasurer for a term of three (3) years
          (the
          "Employment Agreement"). The consideration for Employment Agreement consisted
          of
          salary, fixed bonuses, stock options, "earn out" cash bonuses of up to
          $1.35
          million over three years, and common stock subject to partial or full
          forfeiture, depending upon the financial performance of CMS, Inc. The annual
          base salary for the first year is $120,000 and is $140,000 for the second
          year,
          with salary for the third year dependent upon the financial performance
          of CMS,
          Inc. Barnett received a "sign on" bonus of $32,000, payable in semi-monthly
          installments over the course of the first year of employment, as well as
          a first
          annual bonus of $48,000 and a second annual bonus of $56,000, with bonuses
          for
          the third year dependent on the performance of CMS, Inc., subject to a
          cap of
          40% of Employee's salary at such time. The Company awarded Barnett a total
          of
          one million stock options of the Company. In addition, Barnett was awarded
          a
          total of 3.6 million shares of Common Stock upon the commencement of his
          employment, which shares are subject to forfeiture following each of the
          three
          years of employment, depending upon to extent to which CMS, Inc. has met
          certain
          financial and product development goals, as further described therein.
          The same
          goals will be used to determine the "earn out" cash bonuses that Barnett
          may
          earn, up to a maximum of $1.35 million. The parties agreed to a Product
          Development Bonus, based on certain product development criteria to be
          negotiated by July 1, 2008, which if met, would entitle Barnett to a maximum
          annual amount of $45,000 for each of the three years of the contract term,
          based
          on the schedule provided therein.
 
 In
          connection with the Asset Purchase Agreement and the Employment Agreement,
          Messrs. Stanley Hassan, James H. Roache, and Daniel L. Thomas acted as
          business
          agents for Barnett in connection with his prospective employment by CMS,
          Inc.
          and entered into Agent Acknowledgement and Agreements (the "Agent Agreements").
          As onsideration for services rendered by such business agents to CMS, LLC
          in its
          efforts to sell its assets, 100,000 shares of common stock of the Company,
          were
          issued in equal parts to Messrs. Hassan, Roache and Thomas, as well as
          issued an
          equal portion of 400,000 shares of common stock of the Company, which are
          subject to forfeiture following each of the three years of Barnett's employment,
          depending upon to extent to which CMS, Inc. has met certain financial and
          product development goals. In addition, the Company expects to pay each
          such
          business agent l/27th of the gross cash "earn out" bonuses earned by Barnett;
          namely, the "Product Development Bonus" and the "Earn Out Cash Bonus" in
          Sections 2(e) and 2(f), respectively, of the Employment Agreement.
 
 Also
          in
          connection with the Asset Purchase Agreement, MITSI and CMS, LLC entered
          into
          the Acknowledgement, Certification and Agreement which provided for an
          accounting of the intellectual property owned or otherwise controlled by
          CMS,
          LLC (the "Intellectual Property") and the assignment to CMS, LLC and disclaimer
          of all right, title and interest that MITSI may have in the Intellectual
          Property (except with respect to MUSI's Lynx product). MITSI is obligated
          to
          deliver, for transfer to CMS, Inc., all true and correct documentation
          in its
          possession or control regarding the Intellectual Property. MITSI also granted
          "reseller" status to CMS, LLC, which was deemed transferred to CMS, Inc.
          at
          closing, pursuant to which the Lynx product and components may be purchased
          and
          resold under the product name "Wave Lynx." CMS, Inc. specializes in providing
          wireless patient data collection, transmission and management devices and
          technologies for home care, alternate care and hospital markets. The wholly
          owned subsidiary of the Company issued one million shares in exchange for
          100%
          of the outstanding stock of CyberMedx, with the transaction having a total
          equity consideration of $4 million dollars. Effective February 29, 2008,
          the
          newly-formed, wholly-owned subsidiary Cybermedx Medical Systems, Inc. acquired
          substantially all of the assets of Cybermedx Medical Systems, LLC ("CMS,
          LLC").
 
 *Letter
          of Intent with Pharmacy Specialty Company—On* January
          23, 2008, the Company entered into a non-binding letter of intent to acquire
          a
          specialty pharmacy services company based on the West Coast of the United
          States
          (referred to hereinafter as "PSS") as discussed in the Company's Form 8K,
          filed
          with the Commission on January 29, 2008. PSS provides niche biotechnical
          pharmacy prescription services and home healthcare services, including
          a
          critical care home ventilator program, oxygen, enteral therapy, durable
          medical
          equipment and disposable medical supplies. Consummation of the proposed
          transaction is subject to completion of due diligence, negotiation and
          approval
          by the parties of a definitive agreement, and arranging financing, the
          Company
          expects hope to complete the acquisition in the second quarter of 2008,
          although
          there is no assurance that the Company will be successful in negotiating
          a
          definitive agreement.
 
 **11.
          GAIN ON SETTLEMENT LIABILITIES**
 
 The
          Company recognized a gain on the settlement and reclassification of certain
          liabilities totaling $204, 014. The gain represents adjustments based upon
          settlement of debts with trade creditors and shareholders in amounts less
          than
          the book value of the debt of $58,358, as well as reclassifications and
          adjustments of loans and debt previously carried as owing to the former
          CEO,
          Jeffrey Simon, or his creditors of $145,656.
  F-35
  **INDEX
        TO EXHIBITS**
 
 **Exhibit**
                **No.**
              
              **Description**
              
              **Location**2.1
              
              Agreement
                  and Plan of Merger dated September 15, 2006, as amended, effective
                  March
                  6, 2007.
              
              (1)(2)2.2
              
              Merger
                  Agreement by and among WiFiMed Holdings Company, Inc.; JMJ Acquisition,
                  Inc., and JMJ Technologies, Inc. dated July 30, 2007.
              
              (4)2.3
              
              Asset
                  Purchase Agreement by and among JMJ Technologies, Inc., WiFiMed
                  Holdings
                  Company, Inc., and EncounterPRO Healthcare Resources, Inc., dated
                  September 21, 2007.
              
              (5)3.1
              
              Articles
                  of Amendment, dated March 6, 2007
              
              (1)3.2
              
              Bylaws
              
              (9)4.1
              
              Form
                  of Senior Convertible Debenture
              
              (7)4.2
              
              Form
                  of Common Stock Purchase Warrant
              
              (7)4.3
              
              Form
                  of Placement Agent Unit Purchase Option
              
              (8)10.1
              
              2006
                  Stock Option Plan
              
              (1)10.2
              
              Loan
                  Agreement  between WiFiMed Holdings Company , Inc. and JMJ
                  Technologies, Inc. dated May 18, 2007.
              
              (3)10.3
              
              Secured
                  Revolving Promissory Note of JMJ Technologies, Inc. dated May 18,
                  2007.
              
              (3)10.4
              
              Security
                  Agreement between WiFiMed Holdings Company , Inc. and JMJ Technologies,
                  Inc. dated May 18, 2007.
              
              (3)10.5
              
              Form
                  of Securities Purchase Agreement
              
              (7)10.6
              
              Form
                  of Registration Rights Agreement
              
              (7)10.7
              
              Form
                  of Subsidiary Guarantee
              
              (7)10.8
              
              Form
                  of Lock-up Agreement
              
              (7)10.9
              
              Subordination
                  Agreement
              
              (7)10.10
              
              Form
                  of Placement Agent Lockup Agreement, dated November 30, 2007, between
                  the
                  Company and Meyers Associates, L.P
              
              (8)10.11
              
              Form
                  of Employment Agreement, dated October 15, 2007, between the Company
                  and
                  Mr. Gregory Vacca
              
              (8)10.12
              
              Form
                  of Office Sublease, dated May 6, 2006, between the JMJ Technologies,
                  Inc.
                  (assigned to Company in connection with asset purchase) Company
                  and an
                  unaffiliated third party sublandlord
              
              (8)10.13
              
              Form
                  of Business Consulting Agreement, dated August 29, 2007, between
                  the
                  Company and Archer Capital
              
              (8)16.1
              
              Letter
                  from Michael F. Cronin, CPA dated May 2, 2007
              
              (6)21.1
              
              Subsidiaries
                  of the Company.
              
              *31.1
              
              Certification
                  of the Registrant's Principal Executive Officer Pursuant to Section
                  302
                  of
                  the Sarbanes-Oxley Act of 2002.
              
              *31.2
              
              Certification
                  of the Registrant's Principal Financial Officer Pursuant to Section
                  302 of
                  the Sarbanes-Oxley Act of 2002.
              
              *32.1
              
              Certification
                  Pursuant to 18 U.S.C. Section 1350 by the Registrant's Chief Executive
                  Officer.
              
              *32.2
              
              Certification
                  Pursuant to 18 U.S.C. Section 1350 by the Registrant's Chief Financial
                  Officer.
              
              *99.1
              
              Audit
                Committee Charter
              
              *
 
 *
        Filed
        herewith.
 
 (1)
        Incorporated by reference from the Company's Definitive Information Statement
        on
        Schedule 14C, filed with the SEC on February 6, 2007.
 (2)
        Incorporated by reference from Exhibit 2.1 to the Company’s Schedule 13D, filed
        with the SEC on March 23, 2007.
 (3)
        Incorporated by reference from an Exhibit to the Company’s Current Report on
        Form 8-K, filed with the SEC on May 25, 2007.
 (4)
        Incorporated by reference from an Exhibit to the Company’s Current Report on
        Form 8-K, filed with the SEC on August 3, 2007.
 (5)
        Incorporated by reference from Exhibits to the Company’s Current Report on Form
        8-K, filed with the SEC on October 9, 2007.
 (6)
        Incorporated by reference from Exhibit 16.1 to the Company’s Current Report on
        Form 8-K, filed with the SEC on May 3, 2007.
 (7)
        Incorporated by reference from an Exhibit to the Company’s Current Report on
        Form 8-K, filed with the SEC on December 6, 2007.
 (8)
        Incorporated by reference from an Exhibit to the Company’s registration
        statement on Form SB-2, filed with the SEC on January 14, 2008.
 (9)
        Incorporated by reference from an Exhibit to the Company’s registration
        statement on Form SB-2, filed with the SEC on May 24, 2000.
 
 52
  **SIGNATURE**
  Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of
        1934, the Company has duly caused this report to be signed on its behalf
        by the
        undersigned, thereunto duly authorized:
  WiFiMed
                  Holdings Company, Inc.April
                    16, 2008
              By:
              
              /s/
                  Gregory D. VaccaGregory
                  D. VaccaPresident
                  and Chief Executive Officer
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, this report has
        been
        signed by the following persons in the capacities and on the date indicated:
  **Signature**
              
              **Title**
              
              **Date**/s/
                    Gregory D. Vacca
              
              Director,
                  President
                and
                  Chief Executive Officer
              
              April
                    16, 2008Gregory
                  D. Vacca/s/
                Daniel Thomas
              
              Acting
                  Chief Financial Officer
              
              April
                    16, 2008Daniel
                Thomas
              
              (Principal
                  Executive Officer and PrincipalFinancial
                  and Accounting Officer)/s/
                  Marshall
                  Sterman
              
              Director
              
              April
                    16, 2008Marshall
                  Sterman/s/
                    David Hubbard
              
              Director
              
              April
                    16, 2008David
                  Hubbard/s/
                    Robert Coffill
              
              Director
              
              April
                    16, 2008Robert
                  CoffillDirector
              
              April
                    16, 2008Richard
                  Burtt
 
 53