10-Q/A

United States

Securities and Exchange Commission

Washington, D.C.  20549

AMENDMENT NO. 1

to

FORM 10-Q/A

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No: 333-13679

MIT HOLDING, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	20-5068091
(State or other jurisdiction of	I.R.S. Employer ID No)
incorporation or organization)

37 West Fairmont Ave., Suite 202, Savannah, GA 31406

 (Address of principal executive office)  (Zip Code)

Registrant's telephone number: (912) 925-1905

N/A  

Former name, former address and former fiscal year,

(if changed since last report)

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 o      No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)  Yes þ     No o

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 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  o Non-accelerated filer  o  (Do not check if a smaller reporting company) Smaller reporting company  þ

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

The number of shares of common stock, no par value per share, outstanding as of  May  21, 2012 was 81,400,811

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to MIT Holding, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended Mar 31, 2012, filed with the Securities and Exchange Commission on May 21, 2012 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

ITEM 6. EXHIBITS

31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**

———————

* These exhibits were previously included or incorporated by reference in MIT Holding, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended Mar 31,2012, filed with the Securities and Exchange Commission on May 31, 2012.

** Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	MIT HOLDING, INC.
DATE:   May 22, 2012	By:	/s/ William C Parker
		William C. Parker,Chief Executive Officer
		(principal executive officer)
		/s/ Walter H. C. Drakeford
		Walter H. C. Drakeford, the Principal Financial Officer
		(principal financial officer)

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ACCOUNTS RECEIVABLE

3 Months Ended

Mar. 31, 2012

Receivables [Abstract]

ACCOUNTS RECEIVABLE

NOTE D – ACCOUNTS RECEIVABLE

Accounts receivable consist of:

	March 31,
	2012			2011
Ambulatory care	$	338,361		$	663,651
Infusions		433,532			467,238
Durable medical equipment		130,761			184,525
MITRX		-			1,310,117
Wholesale		-			-
Total		902,654			2,625,531
Allowance for doubtful accounts		(166,506	)		(436,145	)
Net	$	736,148		$	2,189,386

The allowance for doubtful accounts changed as follows:

	Year Ended March 31,
	2012			2011
Balance, beginning of year	$	238,515		$	508,179
Provision for doubtful accounts		-			-
Writeoffs		(72,009	)		(72,574	)
Balance, end of year	$	166,506		$	436,145

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GOING CONCERN

3 Months Ended

Mar. 31, 2012

Going Concern

GOING CONCERN

NOTE B—GOING CONCERN

At March 31, 2012, the company had negative working capital of $1,185,879 and a stockholders’ deficiency of $2,247,789. From inception the Company has incurred an accumulated deficit of $8,527,203. These factors raise substantial doubt as the Company’s ability to continue as a going concern. There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. 

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CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2012	Dec. 31, 2011
Statement of Financial Position [Abstract]
Cash and cash equivalents	$ 82,344	$ 52,569
Accounts receivable, net of allowance for doubtful accounts of $436,145 and $1,241,477, respectively	736,148	758,680
Inventories	161,365	119,610
Employee advances	1,862	1,862
Prepaid expenses and other current assets	39,686	39,686
Total current assets	1,021,405	972,407
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $126,373 and $126,373, respectively	34,222	34,222
OTHER ASSETS
Note Receivable from purchaser of discontinued operation	400,000	400,000
Non-compete agreement, net of accumulated amortization of $137,925 and $97,929, respectively	18,746	28,746
Total other assets	418,746	428,746
TOTAL ASSETS	1,474,373	1,435,375
CURRENT LIABILITIES
Accounts payable and accrued expenses	2,751,211	2,575,827
Current portion of debt	182,422	183,422
Total current liabilities	2,933,633	2,759,249
Long-term debt	713,721	718,516
Common stock subject to mandatory redemption; 5,000,000 shares issuable at December 31, 2010 (Note F)	250,000	250,000
Series A Convertible Preferred stock (1,796.73 and 1,796.73 shares issued and outstanding at March 31, 2012 and December 31, 2010, respectively)	151,738	113,804
Warrants	5,213	5,718
TOTAL LIABILITIES	4,054,305	3,847,287
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.000001 par value; 5,000,000 shares authorized, 1,796.73 and 1,796.73 shares issued and outstanding at March 31, 2012 and December 31, 2010, respectively (included in liabilities)
Common stock, $0.000001 par value; 250,000,000 shares authorized, 81,400,811 and 81,400,811 shares issued and outstanding and to be issued at March 31, 2012 and December 31, 2011, respectively	81	81
Additional paid-in capital	7,444,972	7,444,973
Accumulated deficit	(10,024,985)	(9,856,966)
Total stockholders' deficiency	(2,579,932)	(2,411,912)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$ 1,474,373	$ 1,435,375

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
OPERATING ACTIVITIES
Net income (loss)	$ (168,020)	$ (567,814)
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Income from revaluation of equity-based financial instruments with characteristics of liabilities at fair values	37,429	35,395
Depreciation and amortization	9,999	22,249
Issuance of common stock for services
Amount due from lender		50,000
Changes in operating assets and liabilities:
Accounts receivable	22,532	(734,871)
Inventories	(41,754)	(163,345)
Prepaid expenses and other current assets		938
Employee advances		(15,179)
Accounts payable and accrued expenses	175,484	1,371,417
Net cash provided by operating activities	35,571	(1,210)
INVESTING ACTIVITIES
Capital expenditures		(49,131)
Net cash used for investing activities		(49,131)
FINANCING ACTIVITIES
Proceeds from debt
Repayment of debt	(5,795)	(39,541)
Net cash used for financing activities	(5,795)	(39,541)
NET   INCREASE (DECREASE) IN CASH	29,775	(89,882)
CASH BALANCE BEGINNING OF PERIOD	52,569	180,489
CASH BALANCE END OF PERIOD	82,344	90,607
Supplemental Disclosures:
Interest	61,827	67,428
Taxes
Non- cash Financing Activities:
Conversion of accounts payable to fixed rate term note due Cardinal Health on March 31, 2011		$ 305,728

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POL

3 Months Ended

Mar. 31, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE A – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Nature of Operations/ Basis of Presentation

Nature of Operations

MIT Holding, Inc., a Delaware corporation, is a holding company. Through three wholly-owned subsidiaries, MIT distributes wholesale pharmaceuticals, administers intravenous infusions, operates an ambulatory center where therapies are administered and sells and rents home medical equipment.

Effective January 21, 2011, MITRX Corporation (“MITRX”) (a wholly owned subsidiary incorporated in South Carolina on December 30, 2010) acquired the equity interests National Direct Home Pharmacy, Inc. (“NDHP”), operator of a mail order pharmacy, and Palmetto Long Term Care Pharmacy, LLC (“PLTC”), operator of a long term care pharmacy. Both entities operate from Columbia, South Carolina.

Medical Infusion Technologies, Inc. was incorporated in November 1991 in the state of Georgia. On July 6, 2006, an agreement and plan of merger was made between MIT Holding, Inc., a Delaware corporation, Medical Infusion Technologies, Inc., and MIT Acquisition A, Inc. By this agreement, MIT Holding, Inc. became the parent company and Medical Infusion Technologies, Inc. and MIT Ambulatory Care Center, Inc., the wholly-owned subsidiaries.

MIT Holding, Inc. Merger with Convention All Holdings, Inc.

Our company was formerly known as Convention All Holdings, Inc. and, on May 2, 2007, we acquired a 100% ownership interest in MIT Holding, Inc. through a merger of MIT Holding, Inc. with and into MIT CVAH Acquisition Corp., a newly formed Delaware corporation and wholly-owned subsidiary, in exchange for 32,886,779 shares of our common stock. Simultaneously with the Merger, the company formerly known as MIT Holding, Inc. changed its name to Medical Infusion Group, Inc., and we changed our name to MIT Holding, Inc. As a result of the Merger, we now own 100% of Medical Infusion Group, Inc., a Delaware corporation, which, in turn, continues to own 100% of the issued and outstanding shares of capital stock of MIT Ambulatory Care Center, Inc., a Georgia corporation ("Ambulatory"), Medical Infusion Technologies, Inc., a Georgia corporation (“Infusion”) and MIT International Distribution, Inc., a Delaware corporation (“MIT International”).

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles

generally accepted in the United States of America.

2. Principles of Consolidation

The accompanying consolidated financial statements include the accounts of MIT Holdings, Inc and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

3. Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

4. Cash Equivalents

Investments having an original maturity of 90 days or less that are readily convertible into cash are considered cash equivalents. The Company had no cash equivalents as of March 31, 2012 and December 31, 2009.

5. Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, net, accounts payable and accrued expenses, and debt. The fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments or based upon market quotations or quotations of instruments with similar interest rates and similar maturities.

6. Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market (net realizable value). They consist mainly of pharmaceutical supplies and medical equipment.

7. Property and Equipment

Property and equipment are stated at cost and are depreciated principally on methods and at rates designed to amortize their costs over their estimated useful lives.

The estimated service lives of property and equipment are principally as follows:

Furniture and fixtures	5- 7 years
Computer equipment	3- 7 years
Vehicles	5- 7 years

Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized.

8. Long-Lived Assets

Property and equipment and other long-lived assets, including non-compete agreements, are evaluated for impairment whenever events or conditions indicate that the carrying value of an asset may not be recoverable, but not less than annually. If the sum of undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets.

9. Revenue Recognition

Sales and services are recorded when products are delivered to the customers. Provision for discounts, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. In instances where products are configured to customer requirements, revenue is recorded upon the successful completion of the Company’s final test procedures.

10. Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) 718, “Compensation- Stock Compensation”.

In addition to requiring supplemental disclosures, ASC 718, Compensation – Stock Compensation, addresses the accounting for share-based payment transactions in which a company receives goods in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. FASB ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions.

References to the issuances of restricted stock refer to stock of a public company issued in private placement transactions to individuals who are eligible to sell all or some of their shares of restricted Common Stock pursuant to Rule 144 promulgated under the Securities Act of 1933 (“Rule 144”), subject to certain limitations. In general, pursuant to Rule 144, a stockholder who is not an affiliate and has satisfied a six-month holding period may sell all of his restricted stock without restriction, provided that the Company has current information publicly available. Rule 144 also permits, under certain circumstances, the sale of restricted stock, without any limitations, by a non-affiliate of the Company that has satisfied a one-year holding period.

11. Advertising Costs

Advertising costs are expensed as incurred. Advertising expense totaled $ 112,844 for the year ended March 31, 2012 and $ 21,348 for the year ended December 31, 2011.

12. Income Taxes

Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements by applying enacted statutory tax rates expected to apply in the years in which these temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

13. Net Income (Loss) per Common Share

Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation.

For the years ended March 31, 2012 and 2011, diluted weighted average number of common shares outstanding exclude 3,593,460 (2009: 3,793,460) shares issuable on conversion of Series A Preferred Stock, 600,000 shares issuable on exercise of outstanding options and 8,418,780 shares issuable on exercise of outstanding warrants.

14. Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

15. Recent Accounting Pronouncements

Effective for interim and annual periods ending after September 15, 2009, the FASB Accounting Standards Codification (the “Codification”) is the single source of authoritative literature of U.S. generally accepted accounting principles (“GAAP”). The Codification consolidates all authoritative accounting literature into one internet-based research tool, which supersedes all preexisting accounting and reporting standards, excluding separate rules and other interpretive guidance released by the SEC. New accounting guidance is now issued in the form of Accounting Standards Updates, which update the Codification. The adoption of the Codification did not result in any change in the Company’s significant accounting policies.

In August 2009, the FASB issued an update to ASC 820. This Accounting Standards Update ("ASU") No. 2009-5, Measuring Liabilities at Fair Value ("ASU 2009-5") amends the provisions in ASC 820 related to the fair value measurement of liabilities and clarifies for circumstances in which a quoted price in an active market for the identical liability is not available. ASU 2009-5 is intended to reduce potential ambiguity in financial reporting when measuring the fair value of liabilities. ASU 2009-5 was effective for the Company in the first quarter of fiscal year 2010. ASU 2009-5 concerns disclosure only. The adoption of ASU 2009-5 did not have a material effect on the Company's consolidated financial statements.

In December 2009, the FASB issued Accounting Standards Update ("ASU") 2009-17, which codifies SFAS No. 167, Amendments to FASB Interpretation No. 46(R) issued in June 2009. ASU 2009-17 requires a qualitative approach to identifying a controlling financial interest in a variable interest entity ("VIE"), and requires ongoing assessment of whether an entity is a VIE and whether an interest in a VIE makes the holder the primary beneficiary of the VIE. ASU 2009-17 is effective for annual reporting periods beginning after November 15, 2009. The adoption of ASU 2009-17 did not have a material effect on the Company's financial statements.

In January 2010, the FASB issued ASU 2010-6, Improving Disclosures About Fair Value Measurements, which requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair-value measurements. ASU 2010-6 is effective for annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for annual periods beginning after December 15, 2010. The Company believes that the adoption of ASU 2010- 6 will not have a material effect on its consolidated financial statements.

Certain other accounting pronouncements have been issued by FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s consolidated financial position and results of operations from adoption of these standards is not expected to be material. 

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance for doubtful accounts	$ 436,145	$ 1,241,477
PROPERTY AND EQUIPMENT, net of accumulated depreciation	129,373	126,373
Non-compete agreement, net of accumulated amortization	$ 137,925	$ 97,929
Common stock subject to mandatory redemption Shares issuable	5,000,000	5,000,000
Series A Convertible Preferred Stock, issued shares	1,796.73	1,796.73
Series A Convertible Preferred Stock, outstanding shares	1,796.73	1,796.73
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, authorized shares	5,000,000	5,000,000
Preferred stock, issued shares	1,796.73	1,796.73
Preferred stock, outstanding shares	1,796.73	1,796.73
Common stock, par value	$ 0.000001	$ 0.000001
Common stock, Authorized	250,000,000	250,000,000
Common stock, Issued	81,400,811	81,400,811
Common stock, outstanding	81,400,811	81,400,811

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INCOME TAXES

3 Months Ended

Mar. 31, 2012

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE L – INCOME TAXES

Expected income tax expense (benefit) computed by applying the United States statutory income tax rate of 34% to pretax income (loss) differs from the Company’s provision for (benefit from) income taxes, as follows:

	Year Ended			Year Ended
	March 31, 2012			March 31, 2011
Expected income tax expense (benefit) at 34%	$	26,803		$	(422,846	)
Non-deductible stock-based compensation		4,216			59,110
Non-taxable income from revaluation of equity-based financial instruments with characteristics of liabilities at fair values		(32,768	)		(53,292	)
Change in valuation allowance		1,749			417,028
Provision for income taxes	$	-		$	-

The components of net deferred income tax assets are as follows:

	March 31, 2012			March 31, 2011
Allowance for doubtful accounts	$	166,506		$	422,102
Net operating loss carryforward		1,178,039			927,152
Total		1,351,003			1,349,254
Less valuation allowance		(1,351,003	)		(1,349,254	)
Net deferred income tax assets	$	-		$	-

Based on management’s present assessment, the Company has not yet determined it to be more likely than not a deferred income tax asset of up to approximately $1,351,003 attributable to the future utilization of the net operating loss carryforwards and other timing differences of approximately $3,973,539 as of March 31, 2012 will not be realized. Accordingly, the Company has maintained a 100% allowance against the deferred tax asset in the financial statements at March 31, 2012. The Company will continue to review this valuation allowance and make adjustments as appropriate. The $3,464,820 net operating loss carryforward expires $1,743,693 in year 2028, $983,226 in year 2029 and $737,901 in year 2030. 

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Document and Entity Information	3 Months Ended
	Mar. 31, 2012	May 21, 2012
Document And Entity Information
Entity Registrant Name	MIT Holding, Inc.
Entity Central Index Key	0001367416
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		8,140,011
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2012

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OPERATING SEGMENTS

3 Months Ended

Mar. 31, 2012

Segment Reporting [Abstract]

OPERATING SEGMENTS

NOTE L – OPERATING SEGMENTS

The Company has four principal operating segments, which are as follows:

● Medical Infusion Technologies-“MIT”

● MIT International / Provector

● Durable Medical Equipment - “DME”

● MITRX Specialty Pharmacy

● MIT Ambulatory Care Center -“Ambulatory Care”

“MIT” is a provider of intravenous therapies to patients at their home, at a designated facility. MIT’s primary product lines are centered upon infusion therapy.

“International / Provector” is the division responsible for the marketing and distribution of Provector on a worldwide basis for international sales only.

“DME” carries a variety of durable medical equipment and supplies.

MITRX Corporation is a specialty pharmacy that MIT acquired the operations of on January 21, 2011 that consisits of Palmetto Long Term Care Pharmacy which provides prescriptions to long term care patients in skilled nursing facilities and long term care facilities.

“Ambulatory Care” administers the intravenous therapies to patients in the Company’s facility.

The following tables show the summarized financial information of the Company’s reportable segments at March 31, 2012 and 2009 and for the years then ended:

For the three months ended March 31,

	Medical
	Infusion			International/			Ambulatory			DME			MITRX			Combined
	- MIT			Provector			Care
2012
Revenue	$	741.523		$	-		$	366,020		$	97,972		$	-		$	1,205,515
Income (loss) from operations		62,301			(118,040	)		(30,728	)		(17,704	)					(68,764	)
Depreciation and amortization		9,999			-			-			-			-			9,999
Assets	$	1,011,104		$	-		$	332,369		$	130,845			-		$	1,474,372
2011
Revenue	$	535.958		$	-		$	885,068		$	77,375		$	3,584,651		$	5,084,052
Income (loss) from operations		(85,805	)		(102,682	)		205,749			(9,088	)		(472,739	)		(464,991	)
Depreciation and amortization		9,999			-			-			-			12,250			22,249
Assets	$	576,977		$	-		$	532,369		$	132,013			14,906,973		$	16,148,332

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Revenue
Sales and services rendered	$ 1,205,515	$ 5,084,052
Cost of medical supplies	563,245	3,709,296
Gross profit	642,270	1,374,756
Operating Expenses
Salaries and payroll cost	343,143	964,486
Selling, general and administrative	357,891	853,012
Provision for doubtful accounts
Depreciation and amortization	9,999	22,249
Total operating expenses	711,033	1,839,747
Income (loss) from operations	(68,763)	(464,991)
Income (expense) from revaluation of equity-based financial instruments with characteristics of liabilities at fair values (as restated for 2009- note O)	(37,429)	(35,395)
Interest expense	(61,826)	(67,428)
Income (loss) before provision for income taxes	(168,020)	(567,814)
Provision for income taxes
Net income (loss)	(168,020)	(567,814)
Increase in cumulative dividends payable on Series A Preferred Stock	26,950	25,655
Net income (loss) attributable to common stockholders	$ (194,970)	$ (593,496)
Net income (loss) per common share:
Basic and diluted	$ 0.00	$ (0.01)
Weighted average number of common shares outstanding:
Basic and diluted	81,400,811	54,945,682

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LONG-TERM DEBT

3 Months Ended

Mar. 31, 2012

Debt Disclosure [Abstract]

LONG-TERM DEBT

NOTE G – LONG-TERM DEBT

The Company’s debt is as follows:

	March 31,		March 31,
	2012		2011
Globank Corp., interest at 14.9% payable monthly commencing January 1, 2001(interest at 60% in 2009 and 2010), due in monthly installments of $1,000 from February 1, 2011 to December 1, 2013 and a balloon payment of $1,002,727 on January 1, 2014, secured by Company assets and guaranties of the Company’s chief executive officer and the Company’s three subsidiaries (less unamortized debt discounts of $410,000 and $410,000, respectively) MIT’s Co-Chairman and Co-President, Walter H.C. Drakeford (“Drakeford”) whom is also the Company’s Chief Financial Officer, Secretary and Director sat on the same Board of Directors with a financing entity in which the president of Globank is involved in.	$	708,727	$	625,727
Cardinal Health fixed rate term note, interest at 10% due in monthly installments of principal and interest of $7,798 through April 10, 2014, secured by guaranty of the Company’s Chief Executive Officer		187,416		245,386
Total		896,143		871,113
Current portion of debt		182,422		81,522
Long – term debt	$	713,721	$	789,521

At March 31, 2012, the debt is due as follows:

Year ending December 31,
2012		89,623
2013		97,353
2014		1,038,007
Total		1,335,821
Less unamortized debt discounts		(410,000	)
Net	$	925,821

On December 31, 2010, the Company entered into a Loan and Security Agreement (the “New Loan”) with Globank Corp. (“Globank”) to modify the Original Agreement and Original Note dated July 29, 2008. Pursuant to the New Loan and Amended and Restated Promissory Note, the principal amount increased from $500,000 to $1,037,727, the maturity date was extended from July 29, 2010 to January 1, 2014,and the interest rate was reduced from 60% to 14.9% per annum. The $537,727 increase in principal was applied as follows:

Company satisfaction of accrued interest payable on Original Note	$	322,727
Company satisfaction of Renewal Fee due to Globank		160,000
Company satisfaction of attorney fees		5,000
Company receipt of New Loan proceeds on January 24, 2011		50,000
Total	$	537,727

Also, pursuant to the New Loan, the Company agreed to issue Globank 5,000,000 restricted shares of its common stock (which occurred January 19, 2011)(the “Stock”) and Globank agreed not to transfer the Stock without the Company’s prior written consent and appointed the Company’s Chairman of the Board as its proxy with respect to the Stock for all voting purposes to December 31, 2013. The Company is to redeem the Stock no later than January 1, 2014 for an amount equal to $250,000 (“Minimum Stock Redemption Amount”) plus 50% of the excess of the Payoff Value (based on the average closing sales price of the Stock for the 5 consecutive trading days immediately preceding the Payoff Date) over

$250,000, if any. The New Loan also provides for anti-dilution rights to Globank whereby Globank is to be issued additional shares of Company common stock if the Company issues additional shares to another person or entity (so that Globank retains the same percentage of stock ownership). The Stock has been reflected at the Minimum Stock Redemption Amount of $250,000 as “Common Stock Subject to Mandatory Redemption” within liabilities in the consolidated balance sheet at March 31, 2012.

The Renewal Fee of $160,000 and the Minimum Redemption Amount of $250,000 have been reflected as debt discounts in the consolidated balance sheet at March 31, 2012 and will be amortized over the term of the New Note and recognized as interest expense. 

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NON-COMPETE AGREEMENT

3 Months Ended

Mar. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

NON-COMPETE AGREEMENT

NOTE F – NON-COMPETE AGREEMENT

Non-compete agreement consists of:

	March 31,
	2012			2011
Consideration to seller of Infusion and Ambulatory (and Company's chief operating officer) attributable to non-compete agreement executed May 10, 2005	$	200,000		$	200,000
Accumulated amortization		(181,254	)		(137,925	)
Net	$	18,746		$	62,075

The non-compete agreement is being amortized over the estimated remaining period of the agreement (see Note M).

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE N - COMMITMENTS AND CONTINGENCIES

Employment Agreements

Pursuant to an Employment Agreement with the Company’s chief executive officer effective June 30, 2006 and expiring June 30, 2011, the Company is obligated to pay its chief executive officer a salary of $250,000 per year.

Pursuant to an Employment Agreement with the Company’s chief operating officer effective May 10, 2005, as amended March 14, 2006, April 1, 2006, December 20, 2006, and June 7, 2007, the Company is obligated to pay its chief operating officer a salary of approximately $117,000 per year through May 10, 2010 and, on May 10, 2010, cash or common stock, at the option of the Company, equal to the amount (if any) by which $625,000 exceeds the sum of ( i ) the market value of the remainder of the 312,500 unsold shares issued to her on June 7, 2007 and ( ii) the proceeds, if any, received by her from the sale of any of the 312,500 shares. As part of the agreement, the Company’s chief operating officer has agreed not to compete with the Company for a period of three years after the sales of any shares of the Company. The agreement has been verbally extended and amended to defer the $625,000 common stock market value contingent liability of the Company until 2012.

Pursuant to an Employment Agreement with the Company’s pharmacist in charge effective May 10, 2005, as amended March 14, 2006, April 1, 2006, December 20, 2006, and June 7, 2007, the Company is obligated to pay its pharmacist in charge a salary of approximately $40,000 per year through May 10, 2010 and, on May 10, 2010, cash or common stock, at the option of the Company, equal to the amount (if any) by which $500,000 exceeds the sum of ( i ) the market value of the remainder of the 250,000 unsold shares issued to him on June 7, 2007 and ( ii) the proceeds, if any, received by him from the sale of any of the 250,000 shares. As part of the agreement, the pharmacist in charge has agreed not to compete with the Company for a period of three years after the sales of any shares of the Company. The agreement has been verbally extended and amended to defer the $500,000 common stock market value contingent liability of the Company until 2012.

Lease Agreements

The Company operates from two locations in Savannah, Georgia (under month to month verbal agreements at rents totaling approximately $8,200 per month) and from two locations in South Carolina (under written operating lease agreements expiring October 31, 2013 and April 30, 2012 at monthly rents ranging from $2,500 to $3,000 (for the first lease) and $800 to $824 (for the second lease), respectively). Rent expense for the years ended March 31, 2012 and 2009 was $116,722 and $ 111,300, respectively.

At March 31, 2012, future minimum rental commitments under all non-cancellable operating leases are due as follows:

Year ending December 31,
2011	$	40,648
2012		39,296
2013		30,000
Total	$	109,944

Delinquent Payroll Tax Returns and Payments

The Company is delinquent in filing certain Federal and Georgia payroll tax returns resulting in the non-payment of the related withholdings and employer taxes. The delinquency and non-payments are for the quarterly periods ended December 31, 2009, March 31, 2011, June 30, 2010, and September 30, 2010.

The total amount of money owed (excluding potential late filing and late payment penalties) at March 31, 2012 is approximately $501,511 (which is included in “accounts payable and accrued expenses” in the accompanying consolidated balance sheet at March 31, 2012).

In October 2010, we retained the public accounting firm Drakeford and Drakeford to contact the Internal Revenue Service and the Georgia tax authority to negotiate various payment plans associated with the amounts owed. In connection therewith, we sent $60,000 to Drakeford and Drakeford for the sole purpose of satisfying portions of these payroll tax obligations. To the extent unused, Drakeford and Drakeford is required to return any unused portion to the Company. The $60,000 is included in “Prepaid expenses and other current assets” in the accompanying consolidated balance sheet at March 31, 2012.

Additionally, information returns were not filed with the Internal Revenue Service relating to monies paid totaling

approximately $120,000 in 2010 to certain personnel treated as independent contractors The Internal Revenue Service may recharacterize these payments as salaries and attempt to assess the Company for social security taxes , interest, and penalties.

Stock-Based Compensation Plan

On June 7, 2007 the Board of Directors approved the 2007 Stock Incentive Plan (the "Plan") covering 5,000,000 shares. The shareholders subsequently approved the Plan. The shares underlying the Plan are restricted. The Plan is identical to MIT’s 2006 Stock Incentive Plan (which was adopted by Medical Infusion Group, Inc. (the former MIT Holding, Inc.) prior to the Merger) in all material respects, other than that the 2006 Stock Incentive Plan covers 7,000,000 shares. All awards under the 2006 Stock Incentive Plan were exchanged for awards under the Plan effective upon the Company’s May 2, 2007 merger with Medical Infusion Group, Inc.

The Plan is intended to benefit the stockholders of the Company by providing a means to attract, retain and reward individuals who can and do contribute to the longer-term financial success of the Company. Further, the recipients of stock-based awards under the Plan should identify their success with that of the Company's shareholders and therefore will be encouraged to increase their proprietary interest in the Company. The Compensation Committee administers the Plan.

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ISSUANCE OF COMMON STOCK

3 Months Ended

Mar. 31, 2012

Stockholders' Equity Note [Abstract]

ISSUANCE OF COMMON STOCK

NOTE J – ISSUANCE OF COMMON STOCK

On March 31, 2009, the Board of Directors authorized the issuance of a total of 850,000 shares of common stock to Board Members and key employees valued at a price of $0.03 per share, or $25,500 total. On December 31, 2009, the Board of Directors authorized the issuance of a total of 2,139,937 shares of common stock to Board Members valued at prices ranging from $0.04 per share to $0.76 per share, or $148,352 total. The Company included the $173,582 estimated fair value of the shares in selling, general and administrative expenses in the statement of operations for the year ended December 31, 2009 and increased common stock and additional paid-in capital by the same amount.

On February 24, 2010, the Board of Directors authorized the issuance of a total of 320,000 shares of common stock to Board Members and key employees valued at a price of $0.04 per share, or $12,400 total. The Company included the $12,400 estimated fair value of the shares in selling, general and administrative expenses in the statement of operations for the year ended March 31, 2012 and increased the common stock and additional paid-in capital by the same amount.

On July 5, 2010, a holder of 100 shares of Series A Convertible Preferred Stock converted the 100 shares of Series A Convertible Preferred Stock into 200,000 shares of common stock. The Company reported the $8,000 estimated fair value of the common shares as a reduction of the “estimated liability for equity-based financial instruments with characteristics of liabilities” and increased common stock and additional paid-capital by the same amount.

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ESTIMATED LIABILITY FOR EQUITY-BASED FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2012

Estimated Liability For Equity-Based Financial Instruments

ESTIMATED LIABILITY FOR EQUITY-BASED FINANCIAL INSTRUMENTS

NOTE H – ESTIMATED LIABILITY FOR EQUITY-BASED FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF LIABILITIES

Effective January 1, 2009, in accordance with EITF Issue No. 07-05, “Determining Whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock”, the Company reclassified the fair values at January 1, 2009 of the outstanding Series A Convertible Preferred Stock and warrants from the private placement of the units which closed May 31, 2007 from stockholders’ equity to liabilities, as follows:

	Common
	Shares		Fair
	Equivalent		Value
Series A Convertible Preferred Stock		3,793,460	$	227,608
Warrants		8,168,780		106,194
Total financial instruments		11,962,240	$	333,802

Since at January 1, 2009 the carrying value of the outstanding financial instruments was $2,871,316, the Company recognized a cumulative effect adjustment resulting from a change in accounting principle of $2,537,514. Accordingly, the accumulated deficit balance at December 31, 2008 was decreased from $9,899,884 to $7,362,370, as adjusted, on January 1, 2009.

The characteristics which require classification of the Series A Preferred Stock and warrants as liabilities are the Company’s obligations to reduce the conversion price of the Series A Preferred Stock and the exercise price of the warrants in the event that the Company sells, grants, or issues any nonexcluded shares, options, warrants, or any convertible instrument at a price below the $0.50 current conversion price of the Series A Preferred Stock. As a result, the Company remeasures the fair values of these financial instruments each quarter, adjusts the liability balances, and reflects changes in operations as “income (expense) from revaluation of equity-based financial instruments with characteristics of liabilities at fair values”.

The fair values of the financial instruments consisted of:

	March 31, 2012				December 31, 2011
	Common				Common
	Shares		Fair		Shares		Fair
	Equivalent		Value		Equivalent		Value
Series A Convertible Preferred Stock		3,593,460	$	71,869		3,793,460	$	151,738
Warrants		8,168,780		817		8,168,780		25,323
Total financial instruments		11,762,240	$	72,686		11,962,240	$	177,061

Below is a reconciliation of the change in the fair values of the financial instruments from January 1, 2009 through March 31, 2012:

	Common
	Shares			Fair
	Equivalent			Value
Balance, January 1, 2009		11,962,240		$	333,802
Revaluation credited to operations		-			(164,271	)
Balance, March 31, 2009		11,962,240			169,531
Revaluation charged to operations		-			789,139
Balance, June 30, 2009		11,962,240			958,670
Revaluation credited to operations		-			(403,695	)
Balance, September 30, 2009		11,962,240			554,975
Revaluation credited to operations		-			(377,914	)
Balance December 31, 2009		11,962,240			177,061
Revaluation charged to operations					332,169
Balance March 31, 2011		11,962,240			509,230
Revaluation credited to operations		-			(295,050	)
Balance June 30, 2010		11,962,240			214,180
Conversion of Series A Convertible Preferred Stock		(200,000	)		(8,000	)
Revaluation credited to operations		-			(52,639	)
Balance September 30, 2010		11,762,240			153,541
Revaluation credited to operations		-			(80,855	)
Balance, December 31,2010		11,762,240,			72,686,
Revaluation credited to operations					35,395
Balance, March 31, 2012		11,762,240		$	108,081

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PREFERRED STOCK

3 Months Ended

Mar. 31, 2012

Equity [Abstract]

PREFERRED STOCK

NOTE I – PREFERRED STOCK

The Company is authorized to issue 5,000,000 shares of Preferred Stock, of which 5,000 shares have been designated Series A Preferred Stock, par value $ 0.000001. As of March 31, 2012 and December 31, 2009, there are 1,796.73 and 1,896.73 shares of Series A Preferred Stock issued and outstanding, respectively. Holders of Series A Preferred Stock are entitled at any time to convert their shares of Series A Preferred Stock into Common Stock, without any further payment therefore. Each share of Series A Preferred Stock is initially convertible into 2,000 shares of Common Stock, equivalent to a Conversion Price of $0.50 per share. The number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock is subject to adjustment upon the occurrence of certain events, including, among others, a stock split, reverse stock split or combination of MIT's Common Stock; an issuance of Common Stock or other securities of MIT as a dividend or distribution on the Common Stock; a reclassification, exchange or substitution of the Common Stock; or a capital reorganization of MIT. In the event that MIT issues any additional shares of its Common Stock following the Offering, the Conversion rate will be that number of shares of Common Stock equal to $1,000 divided by the price per share at which MIT issues Common Stock in such offering. At our option, following the effectiveness of a registration statement registering the shares of Common Stock issuable upon the conversion of the Series A Preferred Stock and the exercise of the Warrants, if the price of the Common Stock trades above 300% of the Conversion Price per share during any period of 30 consecutive trading days and the average trading volume is at least 50,000 shares per day, for such 30 day period, each share of Series A Preferred Stock can be automatically converted into Common Stock at the Conversion Rate then in effect.

The liquidation preference amount of each share of Series A Preferred Stock is $1,000, or a total of $1,796,730 for the 1,796.73 shares issued and outstanding as of March 31, 2012 (December 31,2009: $1,896,730 for the 1,896.73 shares issued and outstanding).

As part of its private placement of the Units (including the Series A Preferred Stock) which closed May 31, 2007, the Company granted a financial advisor a five-year option to purchase up to 635 units (comprised of 635 shares of Series A Preferred Stock and warrants to purchase up to 1,270,000 shares of common stock at an exercise price of $0.75 per share to August 13, 2012) at a price of $1,000 per Unit.

Dividends accrue on the Series A Preferred Stock at the rate of 6% per annum and are cumulative. If and when declared, the Company may pay such dividends in cash or common stock. The cumulative undeclared and unpaid dividends are $386,297 and $295,831 at March 31, 2012 and December 31, 2009, respectively. 

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STOCK OPTIONS AND COMMON STOCK PURCHASE WARRANTS

3 Months Ended

Mar. 31, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK OPTIONS AND COMMON STOCK PURCHASE WARRANTS

NOTE K – STOCK OPTIONS AND COMMON STOCK PURCHASE WARRANTS

A summary of stock options and warrants activity for the years ended March 31, 2012 and 2009 follows:

	Common Shares Equivalent
	Stock
	Options		Warrants
Outstanding at December 31, 2008		600,000		8,418,780
Granted and issued		-		-
Exercised		-		-
Forfeited/expired/cancelled		-		-
Outstanding at December 31, 2009		600,000		8,418,780
Granted and issued		-		-
Exercised				-
Forfeited/expired/cancelled		-		-
Outstanding at December 31, 2010		600,000		8,418,780

Stock options outstanding at March 31, 2012 and 2010 are:

Date Granted	Number Outstanding		Number Exercisable		Exercise Price		Expiration Date
May 2, 2007		600,000		600,000	$	0.50	May 2, 2012
Totals		600,000		600,000

Common stock purchase warrants outstanding at March 31, 2012 and March 31, 2011 are:

Date Granted	Number Outstanding		Exercise Price		Expiration Date
May 31, 2007		8,168,780	$	0.75	August 13, 2012
July 30, 2007		250,000	$	2.20	July 30, 2012
Total:		8,418,780

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2012

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE O – SUBSEQUENT EVENTS

There are no subsequent events to report.

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY) (USD $)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2009	$ 52	$ 6,258,962	$ (8,606,035)	$ (2,347,021)
Balance, Shares at Dec. 31, 2009	51,734.571
Issuance of common stock for services		12,400		12,400
Issuance of common stock for services, shares	320,000
Conversion of preferred stock into common stock in third quarter 2010		8,000		8,000
Conversion of preferred stock into common stock, shares	200,000
Net income/loss for the year			78,832	78,832
Balance at Dec. 31, 2010	52
Balance, Shares at Dec. 31, 2010	52,254,571	6,279,362	(8,527,203)	(2,247,789)
Issuance of common stock for services	29	1,165,611		1,165,640
Issuance of common stock for services, shares	29,146,240
Net income/loss for the year			(1,329,763)	(1,329,763)
Balance at Dec. 31, 2011	81	7,444,973	(9,856,966)	(2,411,912)
Balance, Shares at Dec. 31, 2011	81,400,811
Net income/loss for the year			(168,020)	(168,020)
Balance at Mar. 31, 2012	$ 81	$ 7,444,973	$ (10,024,986)	$ (2,579,932)
Balance, Shares at Mar. 31, 2012	81,400,811

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INVENTORIES

3 Months Ended

Mar. 31, 2012

Inventory Disclosure [Abstract]

INVENTORIES

NOTE E – INVENTORIES

Inventories consist of:

	March 31,
	2012		2011
Ambulatory care	$	56,477	$	86,791
Infusions		80,682		52,674
Durable medical equipment		24,205		34,716
MitRx		-		348,302
Total	$	161,364	$	522,483

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2012

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE P – RELATED PARTY TRANSACTIONS

During the years ended December 31, 2010 and 2009, the Company incurred consulting fees of $282,000 and $83,000, respectively, included within “Selling, general and administrative” expenses to a company that has a professional relationship with the Company’s Co-chairmen.

The Company has authorized the two Chief Executive Officers to receive payment by issuing the Company’s common stock at a thirty-five (35%) percent discount to market. The Board of Directors have authorized this action in order to conserve cash for it’s operations.