8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 2, 2008

FIRSTWAY ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-52563	To be applied
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

600 North Cattleman Road, Sarasota, Florida  34232

(Address of principal executive offices) (zip code)

941-488-5791

(Registrant's telephone number, including area code)

Copies to:

Stephen M. Fleming, Esq.

Law Offices of Stephen M. Fleming PLLC

110 Wall Street, 11th Floor

New York, New York 10005

Phone: (516) 833-5034

Fax: (516) 977-1209

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 8-K and other reports filed by Firstway Enterprises, Inc. (“Firstway”) from time to time with the Securities and Exchange Commission (collectively the "Filings") contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Firstway's management as well as estimates and assumptions made by Firstway's management. When used in the filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative of these terms and similar expressions as they relate to Firstway or Firstway's management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled "Risk Factors") relating to Firstway's industry, Firstway 's operations and results of operations and any businesses that may be acquired by Firstway. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although Firstway believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Firstway does not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with Firstway's pro forma financial statements and the related notes filed with this Form 8-K.

In this Form 8-K, references to "we," "our," "us," the "Company," or "Firstway Enterprises" refer to Firstway Enterprises, Inc., a Delaware corporation, and US Imaging Holding LLC, a Nevada limited liability company  and its wholly-owned subsidiaries.

Item 1.01 Entry into a Material Definitive Agreement.

On May 2, 2008, we entered into a Securities and Exchange Agreement with US Imaging Holding LLC pursuant to which we acquired all of their equity interests in exchange for 40,952,189 shares of our common stock. Considering that, following the merger, the members of US Imaging Holding LLC control the majority of our outstanding voting common stock, their management has assumed operational, management and governance control and we effectively succeeded our otherwise minimal operations to those that are theirs, US Imaging Holding LLC is considered the accounting acquirer in this reverse-merger transaction. A reverse-merger transaction is considered, and accounted for as, a capital transaction in substance; it is equivalent to the issuance of US Imaging Holding LLC equity interests for our net monetary assets, which are deminimus, accompanied by a recapitalization. Accordingly, we have not recognized any goodwill or other intangible assets in connection with this reverse merger transaction. US Imaging Holding LLC and its subsidiaries are the surviving and continuing entities and the historical financials following the reverse merger transaction will be those of US Imaging Holding LLC and Subsidiaries (“US Imaging”).

Also on May 2, 2008, following the merger, we entered into a financing arrangement with one investor that provided for the issuance of a face value of $1,000,000 convertible note and warrants to purchase 11,111,110 shares of our common stock. The convertible note bears interest at 12.0% per annum and matures on May 2, 2010 with quarterly interest payments, which commence June 30, 2008.  It is convertible at the option of the investor into shares of our common stock at a conversion price of $0.18 per share.  The warrants have exercise prices ranging from $0.24 to $0.30 per share and a term of four years with certain anti-dilution provisions.

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Item 2.01  Completion of Acquisition or Disposition of Assets.

Description of US Imaging

Overview

US Imaging is a Nevada Limited Liability Company that was organized on November 14, 2001. We provide diagnostic imaging services to physicians, individuals and managed care organizations through our integrated network of imaging centers located in the Southwest region of Florida. Our services include magnetic resonance imaging, or MRI, positron emission tomography, or PET, computed tomography, or CT, and other technologies. These services are noninvasive techniques that generate representations of internal anatomy on film or digital media, which are used by physicians for the diagnosis and assessment of diseases and disorders. We also generate revenue from leasing our real estate holdings located in the Southwest region of Florida principally to commercial customers under operating leases.

Business segments:

We apply the “management approach” to the identification of our reportable operating segments as provided in Financial Accounting Standard No. 131, “Disclosures about Segments of an Enterprise and Related Information.” This approach requires us to report our segment information based on how our chief decision making officer internally evaluates our operating performance. Our business segments consist of (i) Imaging Services and (ii) Commercial Real Estate Services.

·   Imaging Services: We are a leading provider of outpatient diagnostic imaging services through three free-standing, fixed-site imaging centers located in the southwest region of Florida. Our principal sources of revenue are derived from magnetic resonance imaging (MRI), computed tomography (CT) and positron emission tomography/computed tomography (PET/CT). We provide imaging services primarily to referring physicians and patients directly and through shared services or block lease arrangements. Our services include the use of our imaging systems, technologists to operate the systems, equipment maintenance and upgrades and management of day-to-day fixed-site diagnostic imaging operations. We also provide reading services for scans done outside our fixed facility, which includes the use of our imaging storage system under a yearly contract. We serve a diverse portfolio of customers, including healthcare providers, such as physicians, and payors, such as managed care organizations, Medicare, Medicaid and insurance companies. We generated approximately 98% and 97% of our total revenues from imaging services during the year ended December 31, 2007 and three months ended March 31, 2008, respectively. As of June 9, 2008, our network consists of three centers.

·   Commercial Real Estate Services: We also lease commercial real estate located in Southwest region of Florida, which is a significant asset, to principally commercial customers.

See Note 2 Segment Information to our consolidated financial statements included elsewhere herein for additional information about our business segments.

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US Imaging, a wholly owned subsidiary of Firstway, initially opened its first multimodality center in 2003 located in Venice, Florida. In 2004, US Imaging opened a multimodality center in Bradenton and then opened a multimodality facility in Sarasota in 2006. All three centers are wholly owned by US Imaging. US Imaging Center Corp. LLC (“Venice Facility”) is a Delaware limited liability company. Axcess Diagnostics Bradenton LLC (“Bradenton Facility”) and Axcess Diagnostics Sarasota LLC (“Sarasota Facility”) are Florida limited liability companies. In May 2008, US Imaging was merged with Firstway. Firstway intends to further develop the business through organic growth coupled with the further enhancement of its present services, acquisition of existing centers and building of new centers.

Business Description

Our centers provide a full spectrum of diagnostic imaging services to patients, physicians, insurance payors and managed care organizations. Diagnostic services are provided to a patient upon referral by a physician. Physicians refer patients to our centers based on our service reputation, equipment, and convenient locations. Our centers provide the equipment and technologists for the procedures, contract with radiologists to interpret the procedures, and bill payors directly. We have approximately 40 active managed care contracts with managed care organizations at our fixed-site centers. These managed care contracts often last for a period of multiple years because (1) they do not have specific terms or specific termination dates or (2) they contain annual “evergreen” provisions that provide for the contract to automatically renew unless either party terminates the contract.

In addition to our independent diagnostics testing facilities, we intend to enter into joint ventures with hospital management companies.  These joint ventures will be structured so that we will be responsible to design and build the centers within existing medical office buildings, select and arrange for financing of the imaging modalities in the center, hire and train all personnel including radiologist coverage and fiscally manage the centers. Hospitals have elected to joint venture with Outpatient Imaging Management Companies because of the continued complexity in this environment.  Also, in this increasingly competitive environment and with continually challenged reimbursements, they have adopted the strategy of “Cooperate rather than Compete” so all parties have an enhanced chance of success.

Diagnostic Imaging Technology

Our diagnostic imaging systems consist of MRI systems, PET/CT systems, PET systems, CT systems, ultrasound systems, x-ray, digital mammography, and bone densitometry.  The following highlights our primary imaging systems:

Magnetic Resonance Imaging or MRI

MRI is a technique that involves the use of high-strength magnetic fields to produce computer-processed, three-dimensional, cross-sectional images of the body. The resulting image reproduces soft tissue anatomy (as found in the brain, breast tissue, spinal cord and interior ligaments of body joints such as the knee) with superior clarity, not available by any other currently existing imaging modality, and without exposing patients to ionizing radiation. MRI systems are classified as conventional high field  MRI systems and low field or high field Open MRI systems. The structure of conventional MRI systems allows for higher magnet field strengths, better image quality and faster scanning times than low field Open MRI systems.

However, High Field Open MRI systems are able to service patients who have access difficulties with conventional MRI systems, including pediatric patients, and patients suffering from post-traumatic stress, claustrophobia, or significant obesity. A High Field Conventional MRI and a high field Open MRI examination takes from 20 to 45 minutes. A Low Field  Open MRI examination takes from 30 to 60 minutes. Our facilities in Bradenton and Venice, Florida each contain a High Field Conventional MRI system and our facility in Sarasota, Florida contains a High Field Open MRI system.

Computed Tomography or CT

In CT imaging, a computer analyzes the information received from x-ray beams to produce multiple cross-sectional images of a particular organ or area of the body. CT imaging is used to detect tumors and other conditions affecting bones and internal organs. A typical CT examination takes from five to 20 minutes. Each of our facilities in Venice and Bradenton, Florida maintain a 16-slice CT. Our facility in Sarasota, Florida maintains a 64-slice CT.

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Positron Emission Tomography or PET

PET is a nuclear medicine procedure that produces pictures of the body’s metabolic and biological functions. PET can provide earlier detection as well as monitoring of certain cancers, cardiac diseases and neurological problems. The information provided by PET technology often obviates the need to perform further highly invasive or diagnostic surgical procedures. Interest in PET has increased due to several factors including a growing recognition by clinicians that PET is a powerful diagnostic tool, increased third-party payor coverage and the availability of the isotopes used for PET scanning. PET/CT systems fuse together the results of a PET scan and CT scan, which makes it possible to collect both anatomical and biological information during a single procedure. A typical PET or PET/CT examination takes from 20 to 60 minutes. We maintain a PET/CT system at our Sarasota, Florida location.  We also have a stand-alone PET system at our Venice, Florida location.

Other Imaging Technologies

·   Ultrasound systems use, detect and process high frequency sound waves to generate images of soft tissues and internal body organs.

·   X-ray is the most common energy source used in imaging the body.  We use this in each center for traditional two dimensional views.

·   Digital mammography is the current standard screening examination of the breasts. Its primary purpose is to detect lesions in the breast that may be too small or deeply buried to be felt in a regular breast examination.

·   Bone densitometry uses an advanced technology called dual-energy x-ray absorptiometry, or DEXA, which safely, accurately and painlessly measures bone density and the mineral content of bone for the diagnosis of osteoporosis.

Outside Reading (Teleradiology)

With the widespread use of digital imaging and Picture Archiving and Communication Systems (PACS), the new concept of “virtual” radiology is a new field and a growing business.  Because we have a web-based PACS, a robust broadband infrastructure and data center, we have the necessary tools to provide radiology interpretation for others who have imaging equipment but want to outsource the “reading” on a contractual basis.  We have reading contracts with several specialties and groups.  For the year ended December 31, 2007 and the three months ended March 31, 2008, our outside reading revenues were $597,498 and $169,022, respectively. We expect this business to continue to grow but it is a very competitive market and there are no guarantees that this will happen.

Business Development

We intend to further develop our business through organic growth, acquisitions, building new centers as joint ventures, management contracts and the addition of more offsite reading contracts.   There is no guarantee that we will be successful in achieving any of the above strategies.

Strategies for Organic Growth

Organic growth in our existing centers will continue to be a high priority. Our plan to further develop our operations on an organic basis is focused on three areas:

·   enhancement of our services,

·   marketing, and

·   the growth of new services that are becoming available secondary to our investment in state of the art technology.

Enhancement of Services

We are currently converting the backbone of our information technology management infrastructure (RIS) from a server-client product to a web based system. We believe this will add many new features that will give us an edge in the market. The new features include an integrated Mammography tracking and reporting, the ability for referring physicians to order studies on-line, the ability to set times that are allocated for specific groups so that they have a priority every day in scheduling their patients, a single database for every aspect of our centers, full integration with our picture archiving communications systems (“PACS”),  and the ability to transcribe reports using the new Dragon 9 speech-to-text engine which will reduce our expenses and decrease our reporting times to our referrers.  We believe our web based system will allow us to grow more efficiently because of its easy and inexpensive scalability. This new system also gives us the ability to, for the first time, track referrals, in real time, by physician, center, modality, and marketing representative.

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Marketing

Marketing our services has traditionally meant creating and maintaining relationships with our referring physicians.  Sales and marketing activities for our centers include educating physicians on new applications and uses of the technology and customer service programs. Although this will continue to be a primary focus, we have non-traditional avenues that we are now pursuing. We are entering into arrangements/contracts with other institutions that have the need to refer patients, such as nursing homes, self funded employers, and insurance carriers that will give us preferred status for scans for which they control the referral. Each of these will provide new revenue streams and will be exclusive relationships due to our size, geographic coverage of our area, and state of the art equipment.

Growth of New Services

As a result of the updated state of our technology, we are able to adopt and perform new testing procedures as they become main stream in clinical medicine. For example, virtual Colonoscopy (done with a CT) is starting to replace a certain portion of traditional Colonoscopy (done with anesthesia and a long scope) because it is less expensive, faster, less invasive and better tolerated by patients making it the screening of choice.  Another example is the ability to do a “virtual” heart catheterization by doing a CTA of the coronary arteries. This procedure is also less expensive, less invasive, better tolerated, and more accepted by patients.  Our advanced CT scanners and 3D reconstruction software allows us to perform both the virtual Colonoscopy and virtual heart catheterization.

Strategies of Acquisitions

We believe that the regulatory and reimbursement environment will fuel our proposed acquisition strategy.  We believe there are a number of well managed centers that are unable to further invest in their IT infrastructure and new equipment upgrades.  Further, capital sources are often limited for these organizations.  As such, we believe many of these smaller facilities are looking to become a part of a larger entity like ours in order to further develop their business.  In addition, there are also centers held by parties seeking an exit strategy.  We will seek out these possible acquisition targets to evaluate them and, if appropriate, acquire them.

With the implementation of the Deficit Reduction Act (DRA) in January of 2007, we believe that many diagnostic centers have struggled with cash flow, especially those that have a heavier Medicare population. The DRA imposes caps on Medicare payment rates for certain imaging services, including MRI, CT and PET, furnished in physician's offices and other non-hospital based settings. We believe the new rules limiting reimbursement only if equipment is accredited by the ACR (American College of Radiology) specifications will also further exacerbate the cash flow situation for smaller diagnostic centers. Also, there are a number of centers that have not implemented PACS and therefore are still printing, reading from, and delivering films. This prevents them from making the images and reports available over the web to their referring physicians and puts them at a competitive disadvantage.

In summary, we believe there are centers that have experienced decreased revenues and decreased volumes from the DRA and competition. They have not had, nor will they have, the ability to implement key technology due to decreased cash flow, and they cannot afford to purchase or upgrade their existing equipment to meet the new ACR guidelines. We intend to focus on companies with a loyal referral base that can benefit from the synergy and reduced costs of our infrastructure.  Upon acquisition, we will install our core technologies at a low cost and implement our marketing strategy.  We cannot guarantee that we will successfully close any acquisition or if we do close an acquisition, that we will successfully integrate such acquisition.

Building New Centers

Our strategy for new centers will be cautious and strategic. The decision to build a new center will be driven by the following factors:

·   The center must add to our existing geographical and regional network such that it complements our referral base of physicians, insurers, and employers.

·   There is a joint venture opportunity that will add to the short and long term viability of the center.

·   We must be able to find physicians to partner in the MOB (medical office building) and who will act as a stable referral base.

Quality and quantity of referrals are key to our success and this strategy. We will focus on the best opportunity for quick, positive cash flow, as well as long term revenue growth.

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Strategies for Expansion of Outside Reading

Currently, we contract for outside readings for a number of specialists and other centers that require their scans to be interpreted. The fee charged is based on the Medicare fee schedule for the professional component. We then pay the radiologist based on the RVU’s for the work component after the actual costs for logistical capturing, moving, and transcribing the images has been taken out. Outside reading contracts allow us to enter strategic alliances with specialists and other imaging centers. These allow access to joint revenue and enhance reimbursement for our radiologists. We also have the ability through “block leasing” time on our individual modalities to generate direct cash revenues and form alliances with physicians that are in our same physical buildings. The block leasing is currently slated to stop as of January 1, 2009 due to changes in Medicare and the Stark III laws. When this happens we should be able to retain these physicians as referral sources since we will have developed a relationship with the physicians through the block leasing programs.

Government Regulation

The healthcare industry is highly regulated and changes in laws and regulations can be significant. Changes in the law or new interpretation of existing laws can have a material effect on our permissible activities, the relative costs associated with doing business and the amount of reimbursement by government and other third-party payors. The federal government and all states in which we currently operate regulate various aspects of our business. Failure to comply with these laws could adversely affect our ability to receive reimbursement for our services and subject us and our officers and agents to civil and criminal penalties.

Federal False Claims Act:  The federal False Claims Act and, in particular, the False Claims Act’s “whistleblower” provisions allow a private individual to bring actions in the name of the government alleging that a defendant has made false claims for payment from federal funds. After the individual has initiated the lawsuit, the government must decide whether to intervene in the lawsuit and to become the primary prosecutor. Until the government makes a decision, the lawsuit is kept secret. If the government declines to join the lawsuit, the individual may choose to pursue the case alone, in which case the individual’s counsel will have primary control over the prosecution, although the government must be kept apprised of the progress of the lawsuit, and may intervene later. Whether or not the federal government intervenes in the case, it will receive the majority of any recovery. If the litigation is successful, the individual is entitled to no less than 15%, but no more than 30%, of whatever amount the government recovers that is related to the whistleblower’s allegations. The percentage of the individual’s recovery varies, depending on whether the government intervened in the case and other factors. In recent years the number of suits brought against healthcare providers by government regulators and private individuals has increased dramatically. In addition, various states are considering or have enacted laws modeled after the federal False Claims Act, penalizing false claims against state funds. If a whistleblower action is brought against us, even if it is dismissed with no judgment or settlement, we may incur substantial legal fees and other costs relating to an investigation. Actions brought under the False Claims Act may result in significant fines and legal fees and distract our management’s attention, which would adversely affect our financial condition and results of operations.

When an entity is determined to have violated the federal False Claims Act, it must pay three times the actual damages sustained by the government, plus mandatory civil penalties of between $5,500 to $11,000 for each separate false claim, as well as the government’s attorneys’ fees. Liability arises when an entity knowingly submits, or causes someone else to submit, a false claim for reimbursement to the federal government or submits a false claim with reckless disregard for, or in deliberate ignorance of, its truth or falsity. Simple negligence should not give rise to liability.

We strive to ensure that we meet applicable billing requirements. However, the costs of defending claims under the False Claims Act, as well as sanctions imposed under the Act, could significantly affect our business, financial condition and results of operations. We have never had a claim under the False Claims Act.

Anti-kickback Statutes:  We are subject to federal and state laws which govern financial and other arrangements between healthcare providers. These include the federal anti-kickback statute which, among other things, prohibits the knowing and willful solicitation, offer, payment or receipt of any remuneration, direct or indirect, in cash or in kind, in return for or to induce the referral of patients for items or services covered by Medicare, Medicaid and certain other governmental health programs. Violation of the anti-kickback statute may result in civil or criminal penalties and exclusion from the Medicare, Medicaid and other federal healthcare programs. In addition, it is possible that private parties may file an action based on claims resulting from relationships that violate this statute, seeking significant financial rewards. Many states have enacted similar statutes, which are not limited to items and services paid for under Medicare or a federally funded healthcare program. In recent years, there has been increasing scrutiny by law enforcement authorities, the Department of Health and Human Services, or HHS, the courts and Congress of financial arrangements between healthcare providers and potential sources of referrals to ensure that such arrangements do not violate the anti-kickback provisions. HHS and the federal courts interpret “remuneration” broadly to apply to a wide range of financial incentives, including, under certain circumstances, distributions of partnership and corporate profits to investors who refer federal healthcare program patients to a corporation or partnership in which they have an ownership interest and payments for service contracts and equipment leases that are designed, even if only in part, to provide direct or indirect remuneration for patient referrals or similar opportunities to furnish reimbursable items or services. HHS has issued “safe harbor” regulations that set forth certain provisions which, if met, will assure that healthcare providers and other parties who refer patients or other business opportunities, or who provide reimbursable items or services, will be deemed not to violate the anti-kickback statutes. The safe harbors are narrowly drawn and some of our relationships may not qualify for any “safe harbor”; however, failure to comply with a “safe harbor” does not create a presumption of liability. We believe that our operations materially comply with the anti-kickback statutes; however, because these provisions are interpreted broadly by regulatory authorities, we cannot be assured that law enforcement officials or others will not challenge our operations under these statutes.

Civil Money Penalty Law and Other Federal Statutes:  The Civil Money Penalty, or CMP, law covers a variety of practices. It provides a means of administrative enforcement of the anti-kickback statute, and prohibits false claims, claims for medically unnecessary services, violations of Medicare participating provider or assignment agreements and other practices. The statute gives the Office of Inspector General of the Department of Health and Human Services, or HHS, the power to seek substantial civil fines, exclusion and other sanctions against providers or others who violate the CMP prohibitions.

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In addition, in 1996, Congress created a new federal crime: healthcare fraud and false statements relating to healthcare matters. The healthcare fraud statute prohibits knowingly and willfully executing a scheme to defraud any healthcare benefit program, including private payors. A violation of this statute is a felony and may result in fines, imprisonment or exclusion from government sponsored programs such as the Medicare and Medicaid programs. The false statements statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services, including those provided by private payors. A violation of this statute is a felony and may result in fines or imprisonment.

We believe that our operations materially comply with the CMP law and the healthcare fraud and false statements statutes. These prohibitions, however, are broadly worded and there is limited authority interpreting their parameters. Therefore, we can give no assurance that the government will not pursue a claim against us based on these statutes. Such a claim would divert the attention of management and could result in substantial penalties which could adversely affect our financial condition and results of operations.

Health Insurance Portability and Accountability Act:  In 1996, Congress passed the Health Insurance Portability and Accountability Act, or HIPAA. Although the main focus of HIPAA was to make health insurance coverage portable, HIPAA has become a short-hand reference to new standards for electronic transactions and privacy and security obligations imposed on providers and others who handle personal health information. HIPAA requires healthcare providers to adopt standard formats for common electronic transactions with health plans, and to maintain the privacy and security of individual patients’ health information. The privacy standards went into effect on April 14, 2003, the electronic standards for transactions went into effect on October 16, 2003 and the security standards went into effect on April 20, 2005. A violation of HIPAA’s standard transactions, privacy and security provisions may result in criminal and civil penalties, which could adversely affect our financial condition and results of operations.  We have never had a claim or investigation under HIPAA.

Stark and State Physician Self-referral Laws:  The federal Physician Self-Referral or “Stark” Law prohibits a physician from referring Medicare patients for certain “designated health services” to an entity with which the physician (or an immediate family member of the physician) has a financial relationship unless an exception applies. In addition, the receiving entity is prohibited from billing for services provided pursuant to the prohibited referral.

Designated health services under Stark include radiology services (MRI, CT, x-ray, ultrasound and others), radiation therapy, inpatient and outpatient hospital services and several other services. A violation of the Stark Law does not require a showing of intent. If a physician has a financial relationship with an entity that does not qualify for an exception, the referral of Medicare patients to that entity for designated health services is prohibited and, if the entity bills for such services, the Stark sanctions apply.

Sanctions for violating Stark include denial of payment, mandatory refunds, civil money penalties and/or exclusion from the Medicare program. In addition, some courts have allowed federal False Claims Act lawsuits premised on Stark Law violations.

The federal Stark Law prohibition is expansive, and its statutory language and implementing regulations are ambiguous. Consequently, the statute has been difficult to interpret.  There has been considerable confusion concerning the scope of the referral prohibition and the requirements of the various exceptions. The Stark Law does not directly prohibit referral of Medicaid patients, but rather denies federal financial participation to state Medicaid programs for services provided pursuant to a tainted referral. Thus, Medicaid referrals are subject to whatever sanctions the relevant state has adopted. The State of Florida, in which we operate, has enacted legislation that prohibits “self-referral” arrangements or requires physicians or other healthcare providers to disclose to patients any financial interest they have in a healthcare provider to whom they refer patients. Possible sanctions for violating these state statutes include loss of participation, civil fines and criminal penalties. The laws vary from state to state and seldom have been interpreted by the courts or regulatory agencies. Nonetheless, strict enforcement of these requirements is likely.

We believe our operations materially comply with the federal and state physician self-referral laws. However, given the ambiguity of these statutes, the uncertainty of the regulations and the lack of judicial guidance on many key issues, we can give no assurance that the Stark Law or other physician self-referral regulations will not be interpreted in a manner that could adversely affect our financial condition and results of operations.

FDA:  The U.S. Food and Drug Administration, or FDA, has issued the requisite premarket approval for all of our MRI, PET, PET/CT and CT systems. We do not believe that any further FDA approval is required in connection with equipment currently in operation or proposed to be operated; except under regulations issued by the FDA pursuant to the Mammography Quality Standards Act of 1992, all mammography facilities must have a certificate issued by the FDA. In order to obtain a certificate, a mammography facility is required to be accredited by an FDA approved accrediting body (a private, non-profit organization or state agency) or other entity designated by the FDA. Pursuant to the accreditation process, each facility providing mammography services must comply with certain standards including annual inspection.

Compliance with these standards is required to obtain payment for Medicare services and to avoid various sanctions, including monetary penalties, or suspension of certification. Although our facility which provides digital mammography services is currently accredited by the Mammography Accreditation Program of the American College of Radiology, and we anticipate continuing to meet the requirements for accreditation, the withdrawal of such accreditation could result in the revocation or suspension of certification by the FDA, ineligibility for Medicare reimbursement and sanctions, including monetary penalties. Congress has extended Medicare benefits to include coverage of screening mammography subject to the prescribed quality standards described above. The regulations apply to diagnostic mammography as well as screening mammography. We are in compliance with these standards.

Radiologist and Facility Licensing:  The radiologists with whom we contract to provide professional services are subject to licensing and related regulations by the states, including registrations to use radioactive materials. As a result, we require our radiologists to have and maintain appropriate licensure and registrations. In addition, some states also impose licensing or other requirements on us at our facilities and other states may impose similar requirements in the future. Some local authorities may also require us to obtain various licenses, permits and approvals. We believe that we have obtained all required licenses and permits; however, the criteria governing licensing or permitting may change or additional laws and licensing requirements governing our facilities may be enacted. These changes could adversely affect our financial condition and results of operations.

Liability Insurance:  Physician groups and other healthcare providers who use our diagnostic imaging systems are involved in the delivery of healthcare services to the public and, therefore, are exposed to the risk of liability claims. Our position is that we do not engage in the practice of medicine. We provide the technical and professional components of diagnostic imaging, and we have not experienced any material losses due to claims for malpractice. Nevertheless, claims for malpractice have not been asserted against us in the past and any future claims, if successful, could entail significant defense costs and could result in substantial damage awards to the claimants, which may exceed the limits of any applicable insurance coverage. We maintain professional liability insurance in amounts we believe are adequate for our business of providing diagnostic imaging, and management services. In addition, the radiologists or other healthcare professionals with whom we contract are required by such contracts to carry adequate medical malpractice insurance. Successful malpractice claims asserted against us, to the extent not covered by our liability insurance, could adversely affect our financial condition and results of operations. We have no pending or in process malpractice claims.

Independent Diagnostic Treatment Facilities:  The Centers for Medicare and Medicaid Services or CMS has established a category of Medicare provider referred to as Independent Diagnostic Treatment Facilities, or IDTFs. Imaging centers have the option to participate in the Medicare program as either IDTFs or medical groups. Our centers are IDTFs. In August 2006, CMS proposed new certification standards for IDTFs, which were effective on January 1, 2007 and must be implemented by October 1, 2007. Our IDTFs meet these new certification standards. Further, CMS proposed additional certification standards for IDTFs in the 2008 Medicare Physician Fee Schedule Proposed Rule. If these certification standards are deemed final, they could become effective January 1, 2009. In addition, IDTFs are being monitored by CMS, particularly with respect to physician supervision requirements. If CMS exercises increased oversight of IDTFs, our financial condition and results of operations could be adversely affected.

Certificates of Need:  Some states require hospitals and certain other healthcare facilities and providers to obtain a certificate of need, or CON, or similar regulatory approval prior to establishing certain healthcare operations or services, incurring certain capital projects and/or the acquisition of major medical equipment including MRI, PET and PET/CT systems. We believe that we have complied or will comply with applicable CON requirements in Florida which is the only state in which we operate. Nevertheless, this is an area of continuing legislative activity, and CON and licensing statutes may be modified in the future in a manner that may have a material adverse effect on our financial condition and results of operations.

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Environmental, Health and Safety Laws:  Our PET and PET/CT services and some of our other imaging services require the use of radioactive materials, which are subject to federal, state and local regulations governing the storage, use and disposal of materials and waste products. We could incur significant costs in order to comply with current or future environmental, health and safety laws and regulations. However, we believe that environmental, health and safety laws and regulations will not (1) cause us to incur any material capital expenditures in our current year or the succeeding year, including costs for environmental control facilities or (2) materially impact our revenues or our competitive position.

Competition

The healthcare industry in general, and the market for diagnostic imaging services in particular, is highly competitive and fragmented, with only a few national providers. We compete principally on the basis of our service reputation, equipment, breadth of managed care contracts and convenient locations. Our operations must compete with groups of radiologists, referring physicians with their own scanners, established hospitals and certain other independent organizations, including equipment manufacturers and leasing companies that own and operate imaging equipment.

Certain hospitals, particularly the larger or more financially stable hospitals, have and may be expected to directly acquire and operate imaging equipment on-site as part of their overall inpatient servicing capability, assume the associated financial risk, employ the necessary technologists and satisfy applicable CON and licensure requirements, if any. Historically, smaller hospitals have been reluctant to purchase imaging equipment, but some have chosen to do so with attractive financing offered by equipment manufacturers. Some physician practices have also established diagnostic imaging centers or purchased imaging equipment for their own offices, and we anticipate that others will as well.

Diagnostic Imaging and Other Equipment

As of June 9, 2008, we owned three diagnostic imaging facilities. Below is a description of the imaging modalities at each facility:

·   our Venice location maintains PET, 16-Slice CT, 3T MRI, Digital Xray and Ultrasound;

·   our Bradenton location maintains 16-Slice CT, 1.5T MRI, Digital Mammography, DEXA (Bone Density), Digital X-ray, Ultrasound and Stereotactic Breast Biopsy; and

·   our Sarasota location maintains PET/CT, 64-Slice CT, Highfield Open MRI 1.0T, Digital X-ray and Ultrasound.

We continue to evaluate the mix of our diagnostic imaging equipment in response to changes in technology and to any overcapacity in the marketplace. We improve our equipment through upgrades, disposal and/or trade-in of older equipment and the purchase or execution of leases for new equipment in response to market demands.

Several large companies presently manufacture MRI (including Open MRI), PET, PET/CT, CT and other diagnostic imaging equipment, including General Electric Health Care, Hitachi Medical Systems, Siemens Medical Systems, Toshiba American Medical Systems and Philips Medical Systems. We enter into individual purchase orders for each system that we add, and we do not have long-term purchase contracts with any equipment manufacturer. Typically, we finance new or used equipment through leases.

Information Systems

Our internal information technology systems consist of three components.  First and the backbone of all of our systems, is our microwave broadband pipes that allows data to be moved to our data warehouse, between centers and to our referring physicians.  Second, is our PACS.  This web-based software allows us to move digital images in an organized fashion to our radiologists for interpretation, store them for easy retrieval, and make them available over the web to our referring physicians.  Lastly, is our web-based Radiology Information System (RIS) that is used to schedule, track workflow, document what is done and is the underlying data capture software for our entire operation.  These three components working together provide our IT infrastructure.  As we own these technologies and they are web-based, we believe we can extend them for a fraction of the cost of what it would cost to purchase these items new for each center.

Employees

As of June 9, 2008, we had approximately 63 full-time and 3 part-time employees. None of our employees are covered by a collective bargaining agreement. Management believes its employee relations to be satisfactory.

Legal Proceedings

One legal action has been filed against US Imaging Holding, LLC by Advanced Data Systems Corporation (“ADS”) in the form of a demand for AAA Arbitration. The nature of the dispute is for breach of contract and specific performance. The claim is for $134,100. The allegation relates to the installment by ADS of software for medical practice management systems. The Company defended on the basis of a violation of express warranties and implied warranties. The Company also claimed a right to offset against any amount allegedly remaining due, with offset was reflected in the cost to the Company to purchase a replacement system at $143,160. The Company also instituted a counterclaim in the amount of $15,149 representing the down payment and the lease fee paid to the finance company. The pleadings have been closed and the parties are awaiting assignment of an arbitrator. Management is contesting this case vigorously. Based on the clear defense of non-functionality of the system, we believe that the final disposition of this matter will not have a material adverse effect on our consolidated financial position, results of operations, or liquidity.

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We are otherwise subject to other legal proceedings and claims, which arise in the ordinary course of its business.  Although occasional adverse decisions or settlements may occur, we believe that the final disposition of such matters should not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

RISK FACTORS

Our limited operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

Although our management team has been engaged in the medical imaging business for an extended period of time, we did not begin operations of our current business concept until 2002. We have a limited operating history.  As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data.  Reliance on the historical results of our acquisition targets may not be representative of the results we will achieve, particularly in our combined form.  Because of the uncertainties related to our lack of historical operations, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in sales, revenues or expenses.  If we make poor budgetary decisions as a result of unreliable historical data, we could be less profitable or incur losses, which may result in a decline in our stock price. 

Our results of operations have not been consistent, and we may not be able to achieve profitability.

We incurred a net loss from our continuing operations amounting to ($581,708), ($220,332) and ($1,230,967) for the three months ended March 31, 2008 and the years ended December 31, 2007 and 2006, respectively. In addition, as of March 31, 2008, we have a working capital deficiency of ($1,326,651) and our bank line of credit facilities, with a total outstanding balance of ($1,984,002), have expired and are due. If we incur additional significant operating losses, our stock price, if we begin to trade publicly, may decline, perhaps significantly. In addition, in their audit report on our financial statements for our fiscal years ended December 31, 2007 and 2006, our auditors included a going concern qualification indicating that our recurring losses from continuing operations, working capital deficiency as of December 31, 2007 and that our bank line credit facilities as of the date of the auditors' report has expired. By issuing an opinion that there is substantial doubt about our ability to continue as a going concern, our auditors have indicated that they are uncertain as to whether we have the ability to continue our operations as a going concern.

Our management is developing plans to alleviate the negative trends and conditions described above. In May 2008, we entered into a merger and financing transaction that provided $1,000,000 in gross proceeds to the post-merger combined companies, from the sale of convertible notes and warrants. In addition, our management is currently negotiating with financial institutions to restructure our current indebtedness to extend existing terms as well as provide additional term and revolving credit. Finally, our management is currently reviewing our operating and cost structure and believes that there are opportunities for cost curtailment. Our management believes that our current business plan will be successful and that we believe we will be able to limit our losses; however, our business plan is speculative and unproven. Although there is no assurance that we will be successful in executing our business plan or that even if we successfully implement our business plan, that we will be able to curtail our losses now or in the future. Further, adequate funds may not be available when needed, and if we raise additional funds by issuing equity securities, existing stockholders may be diluted.

Changes in the rates or methods of third-party reimbursements for our services could result in reduced demand for our services or create downward pricing pressure, which would result in a decline in our revenues and adversely affect our financial condition and results of operations.

For the year ended December 31, 2007 and the three months ended March 31, 2008, we derived approximately 85% and 83%, respectively, of our revenues from direct billings to patients and third-party payors such as Medicare, Medicaid, managed care and private health insurance companies. Changes in the rates or methods of reimbursement for the services we provide could have a significant negative impact on those revenues. Moreover, our healthcare provider customers, which provided approximately 12% of our revenues during the year ended December 31, 2007 and 13% of our revenues during the three months ended March 31, 2008, generally rely on reimbursement from third-party payors. To the extent our provider customers’ reimbursement from third-party payors is reduced, it will likely have an adverse impact on our financial condition and results of operations since our provider customers will seek to offset decreased reimbursement rates.

Certain third-party payors have proposed and implemented initiatives which have the effect of substantially decreasing reimbursement rates for diagnostic imaging services provided at non-hospital facilities, and third-party payors are continuing to monitor reimbursement for diagnostic imaging services. A third-party payor has instituted a requirement of participation that freestanding imaging center providers to offer multi-modality imaging services and not simply offer one type of diagnostic imaging service. Other third-party payors have instituted specific credentialing requirements on imaging center providers and physicians performing interpretations and providing supervision. Similar initiatives enacted in the future by numerous additional third-party payors may have a material adverse impact on our financial condition and results of operations.

Services provided in non-hospital based freestanding facilities, including independent diagnostic testing facilities, are paid under the Medicare Part B fee schedule. In November 2005, CMS published final regulations, which would implement the same multi-procedure methodology rate reduction proposed for hospital outpatient services, for procedures reimbursed under the Medicare Part B fee schedule. CMS proposed phasing in this rate reduction over two years, 25% in 2006, and another 25% in 2007. The first phase of the rate reduction was effective January 1, 2006; however, under final regulations released in November 2006, CMS did not implement the second phase of the rate reduction in 2007. CMS has not yet stated whether it will implement the second phase.

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The Deficit Reduction Act of 2005, or DRA, became effective January 1, 2007 and has resulted in significant reductions in reimbursement for radiology services for Medicare beneficiaries. The DRA provides, among other things, that reimbursement for the technical component for imaging services (excluding diagnostic and screening mammography) in non-hospital based freestanding facilities will be the lesser of HOPPS or the Medicare Part B fee schedule. Implementation of the reimbursement reductions in the DRA has had, and we believe will continue to have, a material adverse effect on our financial condition and results of operations.

We do not know to what extent other third-party payors may propose reimbursement reductions similar to the DRA. Several significant third-party payors implemented the reduction for multiple images on contiguous body parts (as currently in effect under CMS regulations), and additional payors may implement this reduction as well. If CMS implements the second phase of the rate reduction for multiple images on contiguous body parts, third-party payors may follow CMS practice and implement a similar reduction. Such reduction would further negatively affect our financial condition and results of operations.

Finally, Medicare reimbursement rates under the Medicare Part B fee schedule are calculated in accordance with a statutory formula. As a result, for calendar years 2005, 2006 and 2007, CMS published regulations decreasing the Part B reimbursement rates by 3.3%, 4.3% and 5.0% respectively. In each instance, Congress enacted legislation preventing the decreases from taking effect. We anticipate that CMS will continue to release regulations for decreases in reimbursement rates under the Medicare Part B fee schedule until the statutory formula is changed through enactment of new legislation. In fact, there was a proposed decrease under the Medicare Part B fee schedule of 10.1% for calendar 2008; however, effective January 1, 2008 there will be an increase of 0.5% in the Medicare Part B fee schedule for the first six months of the calendar year. If the proposed 10.1% or similar decrease in the Medicare Part B fee schedule becomes effective July 1, 2008 it may have a material adverse effect on our financial condition and results of operations.

All of the congressional and regulatory actions described above reflect industry-wide cost-containment pressures that we believe will continue to affect healthcare providers for the foreseeable future.

Our centers depend on physician referrals and contractual arrangements with insurance carriers for their business.

Our centers are principally dependent on our ability to attract referrals from physicians and other healthcare providers representing a variety of specialties. In order to attract patients with commercial insurance coverage from these referral sources, we must maintain a contractual relationship with their insurance carrier or managed care organization.  Consistent with industry standards, a substantial number of our payor contracts permit payors to unilaterally change their fee schedules that are used to determine the amounts we are reimbursed. A significant decline in referrals through the loss of contracts with commercial payors, or otherwise, would have a material adverse effect on our business, financial condition and results of operations. In addition, if our referral sources purchase their own diagnostic imaging equipment and compete against us, our referrals may be temporarily or permanently reduced.

Our net revenues are significantly impacted by estimates of contractual allowances and the collectability of claims.

We bill the majority of our payors a gross amount for the diagnostic imaging services we provide. These gross charges are reduced by estimated allowances for contractual adjustments, since we are reimbursed at an agreed upon rate that is significantly lower than the gross rate we charge. Our gross charges are also reduced by doubtful accounts, or uncollectible amounts. Due to the extended period of time over which our claims are adjudicated, our management must estimate the allowance for contractual adjustments and doubtful accounts. These estimates are significant in amount and are complicated by our payor mix and the extended period of time between our provision of services and when we are actually reimbursed by the payor. These estimates are further impacted by trends toward increased patient pay, which is more difficult to collect, and secondary insurance. If we are forced to revise our estimates for contractual adjustments or doubtful accounts, or our existing reserves are not adequate, our financial results will be adversely affected.

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We compete with other diagnostic imaging companies, referral physicians and hospitals and this competition could adversely affect our revenue and our business.

The overall diagnostic imaging services market is highly competitive, with services provided in a variety of settings and by several different types of providers. We compete principally on the basis of our reputation for delivering high quality images and radiologist reports in a timely manner, the comfort and care we provide to patients in our centers and price. We compete with other fixed-site, outpatient diagnostic imaging providers, non-radiologist physician practices, radiologists that own their own equipment, hospitals that own their own equipment and others, including leasing companies that own and operate diagnostic imaging equipment. Our local competition also includes hospitals, medical clinics and physician groups that provide diagnostic imaging services by leasing mobile diagnostic imaging equipment on a full or part-time basis. Some of our competitors that provide diagnostic imaging services may now or in the future have access to greater financial resources than we do and the ability to acquire newer, more advanced equipment. Finally, we face competition from providers of competing technologies that we do not offer, and may face competition from providers of new technologies in the future. If we are unable to successfully compete, our customer base would decline and our business, financial condition and results of operations would be harmed.

Certain hospitals, particularly larger hospitals, may directly acquire and operate on-site diagnostic imaging equipment as part of their overall inpatient servicing capability. There have been periods in the recent past when there has been significant excess capacity in the diagnostic imaging business in the United States, which can negatively affect utilization and reimbursement.

In addition, we believe there is a growing trend of non-radiologist physician practices establishing their own diagnostic imaging centers within their group practices, pursuant to exceptions to physician self-referral legislation, which is an increasing source of competition.

An inability to meet our capital expenditure needs could adversely affect our ability to build and maintain our business.

We operate in a capital intensive, high fixed-cost industry that requires significant amounts of capital to fund operations, particularly the initial start-up and development expenses of newcenters and the acquisition of additional businesses and new imaging equipment. As the technology used in diagnostic imaging continues to advance, and as we continue to open or acquire new centers, our capital expenditures will remain substantial. We incur capital expenditures to, among other things:

¨   open new centers and acquire centers;

¨   upgrade our imaging equipment and its software;

¨   make leasehold improvements;

¨   upgrade information technology systems;

¨   purchase equipment upon termination of operating leases;

¨   replace underperforming or outdated equipment; and

¨   equipment maintenance contracts.

Inadequate equipment can be a competitive disadvantage, particularly if local market competitors have installed significantly more advanced equipment. To the extent we are unable to generate sufficient cash from our operations, funds are no longer available under our senior credit facility or we are unable to secure additional financing on acceptable terms, or at all, we may be unable to fund our capital expenditure requirements. Furthermore, there is no assurance that we will be able to raise any necessary additional funds through bank financing or the issuances of equity or debt securities on terms acceptable to us, if at all.

We may be unable to effectively maintain our equipment or generate revenue when our equipment is not working.

Timely, effective service is essential to maintaining our reputation and high utilization rates on our imaging equipment. Repair of a piece of diagnostic imaging equipment can take a week or more and causes a loss of revenue. Our warranties, maintenance contracts and business interruption insurance may not fully compensate us for loss of revenue when our equipment is out of service. The principal components of our operating costs include depreciation, salaries paid to technologists, annual equipment maintenance costs and insurance costs. Because such a large portion of these expenses are fixed, a reduction in the number of scans performed due to out-of-service equipment will result in lower revenue and margins. Repairs of our equipment are performed for us by the equipment manufacturers or by parties with whom we contract for service. These manufacturers may not be able to perform repairs or supply needed parts in a timely manner. Thus, if we experience greater than anticipated equipment malfunctions or if we are unable to promptly obtain the service necessary to keep our equipment functioning effectively, our revenue could decline and our ability to provide services would be harmed.

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We may be subject to professional liability risks which could be costly and could negatively impact our business and financial results.

We may be subject to professional liability claims. Although there currently are no known hazards associated with diagnostic imaging or our other imaging technologies when used properly, hazards may be discovered in the future. Furthermore, there is a risk of harm to a patient during an MRI or CT scan. Patients are carefully screened to safeguard against this risk, but screening may nevertheless fail to identify the hazard. We may also be subject to malpractice claims for the work of our radiologists. To protect against the impact of possible professional liability, we maintain professional liability insurance. However, if we are unable to maintain insurance in the future at an acceptable cost, or at all, or if our insurance does not fully cover us and a successful claim is made against us, we could be exposed to liability. While we require our non-employee radiologists to obtain their own malpractice insurance policies, we may be subject to malpractice claims related to the work of our non-employee radiologists. Any claim made against us not fully covered by our insurance policies could be costly to defend, result in a substantial damage award against us and divert the attention of our management from our operations, which could negatively impact our business and financial results.

Technological change in our industry could reduce the demand for our services and require us to incur significant costs to upgrade or replace our equipment.

Technological change in the diagnostic imaging services industry may accelerate in the future. The effect of technological change could significantly impact our business. The development of new imaging technology or new diagnostic applications for existing technology may require us to adapt our existing technology or acquire new or technologically improved equipment in order to successfully compete. In the future, however, we may not have the financial resources to adequately upgrade our technology, particularly given our indebtedness. The development of new technologies or refinements of existing ones might make our existing equipment technologically or economically obsolete, or cause a reduction in the value of, or reduce the need for, our equipment.

Our revenue may fluctuate or be unpredictable and this may harm our financial results.

The amount and timing of revenue that we may derive from our business will fluctuate based on:

¨   changes in the number of days of service we can offer with respect to a given diagnostic imaging equipment due to equipment downtime;

¨   patient pay and deductible obligations; and

¨   seasonal and weather factors; and

¨   changes in government regulations, agencies, including IRS as to booking income / revenue; and

¨   availability of radiologists.

We derive a portion of our revenues from patient pay and deductible obligations. These obligations are often greater in the beginning of the calendar year, and thus our revenue related to such patient pay may fluctuate from quarter to quarter. We also experience seasonality and other fluctuations in the volume of our services. Referral source and patient vacation schedules, events and population movements specific to certain of our operating regions and inclement weather may affect our revenues. As a result, our revenue may significantly vary from quarter to quarter, and our quarterly results may be below market expectations. We may not be able to reduce our expenses, including our debt service obligations, quickly enough to respond to these fluctuations in revenue, which would make our business difficult to operate and would harm our financial results.

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Some of our imaging services involve the handling of hazardous materials and wastes, including the use and disposal of radioactive materials, which could subject us to regulation, related costs and delays and potential liabilities for violations of environmental, health and safety laws.

We are subject to federal, state and local regulations governing storage, use and disposal of hazardous materials and medical, radioactive and other waste products. Our diagnostic centers generate small amounts of medical wastes or other hazardous materials, and some of our imaging services involve the use of radioactive materials. Although we believe that our procedures for storing, handling and disposing of these hazardous materials comply with the standards prescribed by law and adequately provide for the safety of our patients, employees and the environment, we cannot completely eliminate the risk of accidental releases, contamination or injury associated with such materials. In the event of an accident, we could be held liable for any damages that result, and any liability could exceed the limits or fall outside the coverage of our insurance. We may not be able to maintain insurance on acceptable terms, or at all. We could incur significant costs and the diversion of our management's attention in order to comply with current or future environmental, health and safety laws and regulations.

We depend upon key personnel and need additional personnel.

Our success depends on the continuing services of Dr. Stephen Miley, our sole executive officer, and the existing management team for US Imaging Holding LLC consisting of Danielle Roca, Director of Finance, Bonnie Rossi, Director of Operations and John Dague, Director of IT and Center Managers.  The loss of any of these individuals could have a material and adverse effect on our business operations.

Additionally, the success of the Company’s operations will largely depend upon its ability to successfully attract and maintain competent and qualified key management personnel. As with any company with limited resources, there can be no guaranty that the Company will be able to attract such individuals or that the presence of such individuals will necessarily translate into profitability for the Company.  Our inability to attract and retain key personnel may materially and adversely affect our business operations.

We conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could suffer penalties or be required to make significant changes to our operations.

We are subject to extensive regulation at both federal and state levels for those states in which we conduct our business. The laws that directly or indirectly affect our ability to operate our business include the following:

• the federal Medicare and Medicaid Anti-Kickback Law;

• federal and state billing and claims submission laws and regulations;

• the federal Health Insurance Portability and Accountability Act of 1996;

• the federal physician self-referral prohibition commonly known as the Stark Law and state equivalents of the Stark Law;

• state laws that prohibit the practice of medicine by non-physicians and prohibit fee-splitting arrangements involving physicians; and

• federal and state laws governing the diagnostic imaging equipment we use in our business concerning patient safety, equipment operating specifications and radiation exposure levels.

If our operations are found to be in violation of any of the laws and regulations described in this risk factor or the other governmental regulations which govern our activities, we may be subject to the applicable penalty associated with the violation, including civil and criminal penalties, damages, fines or the curtailment of our operations. Any material penalties, damages, fines or curtailment of our operations, individually or in the aggregate, would adversely affect our ability to operate our business and our financial results. The risk of our being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations. Any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management's attention from the operation of our business.

In addition, healthcare laws and regulations may change significantly in the future. We continually monitor these developments and modify our operations from time to time as necessary and in response to changes in the regulatory environment. There is no assurance, however, that any new healthcare laws or regulations will not adversely affect our business. There is no assurance that a review of our business by judicial or regulatory authorities will not result in a determination that could adversely affect our operations or that the healthcare regulatory environment will not change in a way that restricts our operations.

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If we fail to comply with various licensure, certification and accreditation standards, we may be subject to loss of licensure, certification or accreditation, which would adversely affect our operations.

Ownership, construction, operation, expansion and acquisition of diagnostic imaging centers are subject to various federal and state laws, regulations and approvals concerning licensing of centers, personnel, other required certificates for certain types of healthcare centers and major medical equipment. In addition, independent diagnostic imaging centers that provide services outside of a physician's office must be enrolled by Medicare as an IDTF to bill the Medicare program. Medicare fiscal intermediaries have discretion in applying the IDTF requirements and therefore the application of these requirements may vary from jurisdiction to jurisdiction. We may not be able to receive the required regulatory approvals for any future acquisitions, expansions or replacements, and the failure to obtain these approvals could limit the opportunity to expand our services.

Our facilities are subject to periodic inspection by governmental and other authorities to assure continued compliance with the various standards necessary for licensure and certification. If any facility loses its certification under the Medicare program, then the facility will be ineligible to receive reimbursement from the Medicare and Medicaid programs.  A change in the applicable license or enrollment status of one of our facilities could adversely affect our other facilities, and in turn, us as a whole. We intend to conduct our operations in compliance with applicable federal, state, and local laws and we monitor developments in healthcare law so that we can modify our operations from time to time as the business and regulatory environment changes.

If we fail to successfully implement, integrate and secure our information systems at our facilities, we could suffer penalties, be required to make significant changes to our operations and our cash flows could be negatively affected.

The Administrative Simplification Provisions of HIPAA required HHS to adopt standards to protect the security and privacy of health related information. Although HHS issued proposed rules in 1998 concerning the security standards, final rules were not adopted until February 20, 2003. The security standards contained in the final rules do not require the use of specific technologies (e.g., no specific hardware or software is required), but instead require health plans, healthcare clearinghouses and healthcare providers to comply with certain minimum security procedures in order to protect data integrity, confidentiality and availability.

The HIPAA privacy standards contain detailed requirements regarding the use and disclosure of individually identifiable health information. Improper use or disclosure of identifiable health information covered by the HIPAA privacy regulations can result in the following fines and/or imprisonment: (i) civil money penalties for HIPAA privacy violations are $100 per incident, up to $25,000, per person, per year, per standard violated; (ii) a person who knowingly and in violation of the HIPAA privacy regulations obtains individually identifiable health information or discloses individually identifiable health information to another person may be fined up to $50,000 and imprisoned up to one year, or both; (iii) if the offense is committed under false pretenses, the fine may be up to $100,000 and imprisonment for up to five years; and (iv) if the offense is done with the intent to sell, transfer, or use individually identifiable health information for commercial advantage, personal gain, or malicious harm, the fine may be up to $250,000 and imprisonment for up to ten years.

HIPAA also required HHS to adopt national standards establishing electronic transaction standards that all healthcare providers must use when submitting or receiving certain healthcare transactions electronically. Although these standards were to become effective October 2002, Congress extended the compliance deadline until October 2003 for organizations, such as ours, that submitted a request for an extension. We believe we are in material compliance with the HIPAA electronic transaction standards.

We may engage in acquisitions, which will consume resources and may be unsuccessful or unprofitable.

We have pursued, and we intend to continue to pursue, a strategy of acquiring medical imaging centers that fit within our business model.  However, acquisitions are not always successful or profitable.  Any future acquisitions could expose us to risks, including risks associated with assimilating new operations and personnel; diversion of resources from our existing businesses; inability to generate revenues sufficient to offset associated acquisition costs; and risks associated with the maintenance of uniform standards, controls, procedures and policies.  Acquisitions may also result in additional expenses from amortizing acquired intangible assets.  If we attempt an acquisition and are unsuccessful in its completion, we will likely incur significant expenses without any benefit to our company.  If we are successful in completing an acquisition, the risks and other problems we face may ultimately make the acquisition unprofitable.  Failed acquisition transactions and underperforming completed acquisitions would burden us with significant costs without any corresponding benefits to us, which could cause our stock price to decrease, perhaps significantly.

We have not paid dividends in the past and do not expect to pay dividends in the future.  Any return on investment may be limited to the value of our common stock

We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

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The issuance of shares upon conversion of the convertible debenture and exercise of outstanding Series A and Series B Warrants issued to the investor may cause immediate and substantial dilution to the Company’s existing stockholders.

The issuance of shares upon conversion of the convertible debenture and exercise of warrants may result in substantial dilution to the interests of other stockholders since the investor may ultimately convert and sell the full amount issuable on conversion. Although the investor may not convert their convertible debenture if such conversion would cause them to own more than 4.99% of the Company’s outstanding common stock, this restriction does not prevent the investor from converting and/or exercising some of their holdings and then converting the rest of their holdings. In this way, the investor could sell more than their limit while never holding more than this limit.

We have not voluntary implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflict of interest and similar matters.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. While we intend to adopt certain corporate governance measures such as a code of ethics and established an audit committee, Nominating and Corporate Governance Committee, and Compensation Committee of our board of directors, we presently do not have any independent directors. We intend to expand our board membership in future periods to include independent directors. It is possible that if we were to have independent directors on our board, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by our sole director who has an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures and independent directors in formulating their investment decisions.

We may be exposed to potential risks relating to our internal controls over financial reporting and our ability to have those controls attested to by our independent auditors.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX 404"), the Securities and Exchange Commission adopted rules requiring smaller reporting companies, such as our company, to include a report of management on the company's internal controls over financial reporting in their annual reports for fiscal years ending on or after December 15, 2007. We did not include a management report or an attestation report of our independent registered public accounting firm regarding internal control over financial reporting for the year ended December 31, 2007 pursuant to temporary rules of the Securities and Exchange Commission that do not require us to provide the management's report or attestation report in that annual report. We will be required to include the management report in the annual report for the year ending December 31, 2008. In addition, for our fiscal year ending December 31, 2008 the independent registered public accounting firm auditing our financial statements must also attest to and report on management's assessment of the effectiveness of our internal controls over financial reporting as well as the operating effectiveness of our internal controls. In the event we are unable to receive a positive attestation from our independent auditors with respect to our internal controls, investors and others may lose confidence in the reliability of our financial statements and our ability to obtain financing as needed could suffer.

There is no public market for our common stock and our shares of common stock are subject to significant restrictions on their transferability.

There is currently no public market for the shares of our common stock. While we intend to seek a broker dealer who will file an application with the OTC Bulletin Board and make a market in our securities, there is no assurance that a broker dealer will be interested in making a market in our stock or that an active market in our stock will ever develop. In addition, all the shares of common stock have not been registered under the Securities Act or under the securities laws of any state or other jurisdiction. As a result, such securities can be transferred without registration under the Securities Act or, if applicable, the securities laws of any state or other jurisdiction only if such registration is not then required because of an applicable exemption therefrom. Compliance with the criteria for securing exemptions under the Securities Act and the securities laws of various states is extremely complex. While we have no requirement to register the shares of our common stock under the Securities Act so as to permit the public resale thereof, we intend to file a registration statement under the Securities Act with the Securities and Exchange Commission in order to register the resale of shares of our Common Stock. Accordingly, an investment in our company is suitable only for persons who have no need for liquidity in the investment, and can afford to hold unregistered securities for an indefinite period of time.

If a public market for our common stock develops, trading will be limited under the SEC’s penny stock regulations, which will adversely affect the liquidity of our common stock.

In the event we obtain a quotation of our common stock on the OTC Bulletin Board and the trading price of our common stock is less than $5.00 per share, our common stock would be considered a "penny stock," and trading in our common stock would be subject to the requirements of Rule 15g-9 under the Exchange Act. Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. Generally, the broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser's written consent prior to the transaction.

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SEC regulations also require additional disclosure in connection with any trades involving a "penny stock," including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. These requirements severely limit the liquidity of securities in the secondary market because few broker or dealers are likely to undertake these compliance activities. In addition to the applicability of the penny stock rules, other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market. An active and liquid market in our common stock may never develop due to these factors.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Forward Looking Statements

Some of the statements contained in this Form 8-K that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 8-K, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

·   Our ability to attract and retain management, and to integrate and maintain technical information and management information systems;

·   Our ability to raise capital when needed and on acceptable terms and conditions;

·   The intensity of competition;

·   General economic conditions; and

·   Changes in regulations.

All written and oral forward-looking statements made in connection with this Form 8-K that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

Our Management’s Discussion and Analysis should be read in conjunction with our consolidated financial statements included in Item 9.01, herein.

Overview:

US Imaging is a Nevada Limited Liability Company that was organized on November 14, 2001. We provide diagnostic imaging services to physicians, individuals and managed care organizations through our integrated network of imaging centers located in the Southwest Region of Florida. Our services include magnetic resonance imaging, or MRI, positron emission tomography, or PET, computed tomography, or CT, and other technologies. These services are noninvasive techniques that generate representations of internal anatomy on film or digital media, which are used by physicians for the diagnosis and assessment of diseases and disorders. We also generate revenue from leasing our real estate holdings located in the Southwest Region of Florida region principally to commercial customers under operating leases.

Business segments:

We apply the “management approach” to the identification of our reportable operating segments as provided in Financial Accounting Standard No. 131, “Disclosures about Segments of an Enterprise and Related Information.” This approach requires us to report our segment information based on how our chief decision making officer internally evaluates our operating performance. Our business segments consist of (i) Imaging Services and (ii) Commercial Real Estate Services.

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·   Imaging Services: We are a leading provider of outpatient diagnostic imaging services through three free-standing, fixed-site imaging centers located in the southwest region of Florida. Our principal sources of revenue are derived from magnetic resonance imaging (MRI), computed tomography (CT) and positron emission tomography/computed tomography (PET/CT). We provide imaging services primarily to referring physicians and patients directly and through shared services or block lease arrangements. Our services include the use of our imaging systems, technologists to operate the systems, equipment maintenance and upgrades and management of day-to-day fixed-site diagnostic imaging operations. We also provide reading services for scans done outside our fixed facility, which includes the use of our imaging storage system under a yearly contract.

·   Commercial Real Estate Services: We also lease commercial real estate located in the Southwest region of Florida to principally commercial customers.

See Note 2 Segment Information to our consolidated financial statements for additional information about our business segments.

Significant developments:

Merger:

On May 2, 2008, we entered into a Securities and Exchange Agreement with Firstway Enterprises, Inc. pursuant to which Firstway acquired all of our equity interests in exchange for 40,952,189 shares of its common stock. Considering that, following the merger, our members control the majority of Firstway’s outstanding voting common stock, our management has assumed operational, management and governance control and Firstway effectively succeeded its otherwise minimal operations to those that are ours, US Imaging Holding LLC is considered the accounting acquirer in this reverse-merger transaction. A reverse-merger transaction is considered, and accounted for as, a capital transaction in substance; it is equivalent to the issuance of our equity interests for the net monetary assets of Firstway, which are deminimus, accompanied by a recapitalization. Accordingly, we have not recognized any goodwill or other intangible assets in connection with this reverse merger transaction. We are the surviving and continuing entity, and the historical financials following the reverse merger transaction will be those of us or US Imaging Holding, LLC and Subsidiaries. See Item 9.01 Financial Statements and Exhibits for unaudited pro forma condensed consolidated financial information related to our merger with Firstway Enterprises, Inc.

Financing:

Also on May 2, 2008, the newly combined organization entered into a financing arrangement that provided for the issuance of a face value $1,000,000 convertible note and warrants to purchase 11,111,110 shares of Firstway common stock. The convertible note bears interest at 12% per annum and matures in two years with quarterly interest payments commencing June 30, 2008. It is convertible into shares of Firstway’s common stock at a conversion price of $0.18 per share at the investor’s option. The warrants have exercise prices ranging from $0.24 to $.30 per share and a term of four years. The accounting for this financing transaction will be reflected in our consolidated financial statements during the next fiscal quarter. We have not yet completed our analysis of this financing arrangement. However, see Item 9.01 Financial Statements and Exhibits for unaudited pro forma condensed consolidated financial information related to the financing arrangement.

Critical accounting policies:

Consolidation of variable interest entities:

Our consolidated financial statements include variable interest entities (Axcess Management Group LLC, Access Diagnostics Building LLC, and Axcess Diagnostics Building Bradenton, LLC). Variable interest entities, as defined in the FASB Interpretation 46(R), “Consolidation of Variable Interest Entities” of the Financial Accounting Standards Board, are primarily entities that are consolidated with their primary beneficiary, irrespective of the ownership interest, because they either lack sufficient equity or decision making authority. The non-controlling ownership interests in the income or loss of variable interest entities are recorded as charges or credits, respectively, in our consolidated statement of operations. The intercompany accounts and transactions among all of our consolidated entities, including variable interest entities, are eliminated in the preparation of our consolidated financial statements.

The ongoing accounting treatment of our consolidated variable interest entities is subject to periodic review related to (i) the continuing status of the entities as variable interest entities and (ii) the continuing status of our relationship with the variable interest entities as the primary beneficiary. While we currently know of no events or circumstances that would change the status of either of these items, in the event that the status changes in a future period, we would be required to deconsolidate the entity to which the status changed.

Effective, January 1, 2009, we will be required to adopt Financial Accounting Standard No. 160, “Non-controlling Interest in Consolidated Financial Statements, and Amendment of ARB51.” Statement 160 changes the classification and reporting for minority interests and non-controlling interests of variable interest entities. Following the effectiveness of Statement 160, these amounts will be carried as a component of stockholders’ equity. Accordingly, upon the effectiveness of this standard, we will begin to reflect non-controlling interest in our consolidated variable interest entities as a component of stockholders equity.

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The following table summarizes the contribution of variable interest entities to our consolidated balance sheets and our income (loss) from continuing operations as of and for the years ended December 31, 2007 and 2006.

	December 31, 2007					December 31, 2006
	VIEs			Consolidated		VIEs			Consolidated
Current assets	$	136,801		$	4,164,354	$	45,742		$	3,332,900
Property and equipment, net		3,616,032			8,715,055		3,723,553			6,686,081
Other assets		55,504			201,351		57,925			169,224
	$	3,808,337		$	13,080,760	$	3,827,220		$	10,188,205
Current liabilities	$	45,792		$	5,055,197	$	156,066		$	4,852,695
Long-term debt and capital    lease obligations		3,794,620			7,528,004		3,859,936			4,943,327
Non-controlling interests		--			188,284		--			116,744
Members’ equity (deficit)		(32,075	)		309,275		(188,782	)		275,439
	$	3,808,337		$	13,080,760	$	3,827,220		$	10,188,205

Income (loss) from continuing operations $ 85,167 $ (220,332 ) $ (263,559 ) $ (1,230,967 )

The following table summarizes the contribution of variable interest entities to our consolidated balance sheets as of March 31, 2008 and December 31, 2007 and our income (loss) from continuing operations for the three months ended March 31, 2008 to March 31, 2007.

	March 31, 2008 (Unaudited)					December 31, 2007
	VIEs		Consolidated			VIEs			Consolidated
Current assets	$	110,288	$	4,035,567		$	136,801		$	4,164,354
Property and equipment, net		3,588,163		8,524,788			3,616,032			8,715,055
Other assets		58,844		144,682			55,504			201,351
	$	3,757,295	$	12,705,037		$	3,808,337		$	13,080,760
Current liabilities	$	31,629	$	5,362,218		$	45,792		$	5,055,197
Long-term debt and capital    lease obligations		3,636,855		7,372,178			3,794,620			7,528,004
Non-controlling interests		--		244,565			--			188,284
Members’ equity (deficit)		88,811		(273,924	)		(32,075	)		309,275
	$	3,757,295	$	12,705,037		$	3,808,337		$	13,080,760

	Three months ended March 31, 2008 (Unaudited)					Three months ended March 31, 2007 (Unaudited)
	VIEs		Consolidated			VIEs		Consolidated
Income (loss) from continuing operations	$	65,604	$	(581,708	)	$	3,827	$	242,816

Imaging business revenue:

We recognize our imaging services revenue when the arrangement is evidenced, the price of the service is fixed or determinable, the service has been delivered and the amount is considered to be collectible. As a result, imaging services revenue is generally recorded when the service is performed. We have certain contractual arrangements with health care providers that provide for usage of our imaging equipment over a contractually defined period. These revenues are recorded as they are earned, which is generally over the term of the arrangement. Laws, rules and regulations governing the Medicare and Medicaid programs are extremely complex and subject to interpretation. As a result, recorded estimates may change in the future and such changes in estimates, if any, will be recorded in our operating results in the period they are identified by our management.

As with many healthcare services providers, we have agreements with third-party payors that provide for payments at amounts that differ from our established rates. Net imaging services revenue is reported at the estimated net realizable amounts from these payors based upon our contracts, our historical experience rate by payor class, and all other available information. Adjustments to these estimates, which have been insignificant during the periods reported, are recorded in the period that the account is settled with the payor.

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On February 8, 2006, the Deficit Reduction Act of 2005 was signed into law by President George W Bush. Certain provisions of the Deficit Reduction Act were aimed at reducing the Medicare payment rates for the technical component of imaging services provided in physicians’ offices and other non-hospital outpatient based settings under the Medicare Part B program beginning January 1, 2007. In addition, the Medicare Physician Fee Schedule (PFS) under the Medicare Part B program underwent changes that affected imaging reimbursement for those providers billing for both the technical component and professional component, known as billing “globally”, effective January 1, 2007.

The DRA imposed certain caps on the reimbursement for the technical component of an imaging service.  The technical component includes the cost of clinical staff, equipment and supplies to perform a service or procedure.  Two separate reimbursement cuts were made under DRA to the technical component of imaging services.

The first provision limits the reimbursement for the technical component to the lesser of the current reimbursement or the reimbursement currently paid in the outpatient hospital setting under the Prospective Payment System (PPS). Commonly called the “HOPPS” reduction, this decrease makes up the largest single cut to date in Medicare reimbursement, at a projected $8.1 billion savings to Medicare over the next ten years.  This provision had its greatest effect on almost all advanced imaging services including: PET/CT, PET, MRI, MRA, CT, and CTA.

The second provision of the DRA affected imaging reimbursement by reducing the technical component when multiple scans are performed on contiguous body parts during a single scanning session. The DRA initially called for a graduated reduction over two years of 25% then 50% on the technical component of the scan that had the lower reimbursement.  CMS eventually announced that it would maintain the reduction at 25% off the technical component of the secondary scan and did not implement the greater 50% reduction slated for 2008.  While this part of the DRA reduction did not have tremendous impact on our revenue, the greater impact came from our other insurance carriers (Blue Cross, United Healthcare, etc.) implementing the full 50% reduction.

At the same time the DRA provisions were implemented, changes to the 2007 Physician Fee Schedule were made that further negatively affected the reimbursement for imaging services. Due to regularly scheduled review of the factors that comprise the PFS, further adjustments to the work relative value unit (RVU) and practice expense RVU were made.  These adjustments affected both the technical component of imaging services as well as the professional component of imaging services that had not been targeted by the DRA.  The professional component represents the physician component of a service or procedure and includes the physician work, associated overhead and professional liability insurance costs.

The Centers for Medicare and Medicaid Services (CMS) estimated that imaging centers would experience a minimum 25% overall decrease in Medicare payments in 2007 alone due to the DRA provisions and the proposed multiple PFS decreases to the conversion factor, work relative value unit (RVU), and practice expense RVU of the fee schedule.  The amount of decrease any given company experienced depended heavily on the services provided, with PET, MRI, and CT services set to experience the most significant drops.  The following chart demonstrates the actual decreases experienced from 2006 to 2007 in our highest volume services:

	2006 Global		2007 Global		Difference
PET/CT	$	2,714.44	$	1,027.24	$	(1,687.20	)
PET	$	2,188.04	$	913.32	$	(1,274.72	)
MRI	$	1,068.15	$	587.10	$	(481.05	)
MRA	$	916.75	$	556.28	$	(360.47	)
CT	$	394.18	$	349.19	$	(44.99	)
CTA	$	539.37	$	368.29	$	(171.08	)

The effects of the Medicare reimbursement reductions had further consequences for our financial position. In this region most of our private payor contractual rates are based on a percentage of the Medicare fee schedule. As Medicare imaging reimbursements fell, so did our reimbursements from other third party payors such as Blue Cross, United Healthcare, Aetna and CIGNA.

Impairments:

Our property and equipment is significant, representing 67% of our total assets as of March 31, 2008. As a result, we are required to review our property and equipment for impairments whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset may not be recoverable. As reflected in our consolidated statements of operations, we incurred a net loss from our continuing operations amounting to ($581,708), ($220,332) and ($1,230,967) for the three months ended March 31, 2008 and the years ended December 31, 2007 and 2006, respectively. In addition, as of March 31, 2008, we have a working capital deficiency of ($1,326,651) and our bank line of credit facilities, with a total outstanding balance of ($1,984,002), have expired and are due. In addition to raising doubt about our ability to continue as a going concern for a reasonable period, these are the conditions that would also give rise to doubt surrounding our ability to recover the carrying values of our property and equipment.

Impairment charges are generally when the fair value of the respective asset or group of assets is less than its carrying value. As an initial step, though, we are required to compare the undiscounted cash flow generated from the respective asset or group of assets to the carrying values. Since our undiscounted cash flow is sufficient to recover our carrying values, no further considerations are necessary for the periods presented. However, we are required to continue to evaluate our asset recoverability in future periods and our analyses may give rise to impairments in those periods.

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Recent Accounting Pronouncements:

We have reviewed accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. We believe that the following impending standards may have an impact on our future filings. However, the applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

·   In February 2006, the Financial Accounting Standards Board (the “FASB”) issued SFAS No. 155, “Accounting for certain Hybrid Financial Instruments an amendment of FASB Statements No. 133 and 140” (“SFAS No. 155”).   SFAS No. 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on a qualifying special purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.  SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006.  SFAS No. 155 did not have a material impact on our consolidated financial position, results of operations or cash flows.

·   In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets - an amendment to FASB Statement No. 140” (“SFAS No. 156”).  SFAS No. 156 requires that an entity recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a service contract under certain situations.  The new standard is effective for fiscal years beginning after September 15, 2006.  SFAS No.156 did not have a material impact on our consolidated financial position, results of operations or cash flows.

·   In July 2006, the FASB issued Interpretation No. 48, “Accounting for uncertainty in Income Taxes” (“FIN No. 48”).  FIN No. 48 clarifies the accounting for Income Taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition and clearly scopes income taxes out of SFAS No. 5, “Accounting for Contingencies”.  FIN No. 48 is effective for fiscal years beginning after December 15, 2006.  FIN No. 48 did not have a material impact on our consolidated financial position, results of operations or cash flows.

·   In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”.  The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements.  SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements.  The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007.   In February 2008, the FASB issued FASB Staff Position (“FSP”) 157-2, “Effective Date of FASB Statement No. 157” (“FSP 157-2), which delayed the effective date of SFAS No. 157 for all non-financial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, until January 1, 2009.   We have not yet determined the impact that the implementation of FSP 157-2 will have on our non-financial assets and liabilities which are not recognized on a recurring basis; however, we do not anticipate the adoption of this standard will have a material impact on our consolidated financial position, results of operations or cash flows. 

·   In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and132(R)” (“SFAS No. 158”).  SFAS No. 158 improves financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. SFAS No. 158 also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.  The effective date for an employer with publicly traded equity securities is as of the end of the fiscal year ending after December 15, 2006. The adoption of SFAS No. 158 did not have a material impact on our consolidated financial position, results of operations or cash flows.

·   In December 2006, the FASB issued FSP EITF 00-19-2, “Accounting for Registration Payment Arrangements” (“FSP 00-19-2”) which addresses accounting for registration payment arrangements. FSP 00-19-2 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 SFAS No. 5, “Accounting for Contingencies”.  FSP 00-19-2 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 without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement.  For registration payment arrangements and financial instruments subject to those arrangements that were entered into prior to the issuance of EITF 00-19-2, this guidance shall be effective for financial statements issued for fiscal years beginning after December 15, 2006 and interim periods within those fiscal years.  The adoption of EITF 00-19-02 does not a material impact on our consolidated financial position, results of operations or cash flows

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·   In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115 ” (“SFAS No. 159”).  SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value.  Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities.  SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007.  Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”.  The adoption of SFAS No. 159 is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

·   In June 2007, the Accounting Standards Executive Committee issued Statement of Position 07-1, “Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies” (“SOP 07-1”). SOP 07-1 provides guidance for determining whether an entity is within the scope of the AICPA Audit and Accounting Guide Investment Companies (the “Audit Guide”). SOP 07-1 was originally determined to be effective for fiscal years beginning on or after December 15, 2007, however, on February 6, 2008, FASB issued a final Staff Position indefinitely deferring the effective date and prohibiting early adoption of SOP 07-1 while addressing implementation issues.

·   In June 2007, the FASB ratified the consensus in EITF Issue No. 07-3,“Accounting for Nonrefundable Advance Payments for Goods or Services to be Used in Future Research and Development Activities” (EITF 07-3), which requires that nonrefundable advance payments for goods or services that will be used or rendered for future research and development (R&D) activities be deferred and amortized over the period that the goods are delivered or the related services are performed, subject to an assessment of recoverability.  EITF 07-3 will be effective for fiscal years beginning after December 15, 2007.  We do not expect that the adoption of EITF 07-3 will have a material impact on our consolidated financial position, results of operations or cash flows.

·   In December 2007, the FASB issued SFAS No. 141(R),"Business Combinations" ("SFAS No. 141(R)"), which establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in an acquiree, including the recognition and measurement of goodwill acquired in a business combination.  SFAS No. 141R is effective as of the beginning of the first fiscal year beginning on or after December 15, 2008.  Earlier adoption is prohibited and we are currently evaluating the effect, if any, that the adoption will have on our consolidated financial position, results of operations or cash flows.

·   In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”.  This statement amends ARB No. 51 to establish accounting and reporting standards for the Non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary.  SFAS No. 160 will change the classification and reporting for minority interest and non-controlling interests of variable interest entities.  Following the effectiveness of SFAS No. 160, the minority interest and non-controlling interest of variable interest entities will be carried as a component of stockholders’ equity.  Accordingly, upon the effectiveness of this statement, we will begin to reflect non-controlling interest in our consolidated variable interest entities as a component of stockholders’ equity.  This statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008 and earlier adoption is prohibited.

·   In December 2007, the FASB ratified the consensus in EITF Issue No. 07-1, “Accounting for Collaborative Arrangements” (EITF 07-1). EITF 07-1 defines collaborative arrangements and requires collaborators to present the result of activities for which they act as the principal on a gross basis and report any payments received from (made to) the other collaborators based on other applicable authoritative accounting literature, and in the absence of other applicable authoritative literature, on a reasonable, rational and consistent accounting policy is to be elected.  EITF 07-1 also provides for disclosures regarding the nature and purpose of the arrangement, the entity’s rights and obligations, the accounting policy for the arrangement and the income statement classification and amounts arising from the agreement. EITF 07-1 will be effective for fiscal years beginning after December 15, 2008, and will be applied as a change in accounting principle retrospectively for all collaborative arrangements existing as of the effective date.  We have not yet evaluated the potential impact of adopting EITF 07-1 on our consolidated financial position, results of operations or cash flows.

·   In March 2008, the FASB” issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133” (“SFAS No. 161”).  SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows.  Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged.  We are currently evaluating the impact of SFAS No. 161, if any, will have on our consolidated financial position, results of operations or cash flows.

·   In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets”. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets”.  We are required to adopt FSP 142-3 on January 1, 2009.  The guidance in FSP 142-3 for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after adoption, and the disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, adoption.  We are currently evaluating the impact of FSP 142-3 on our consolidated financial position, results of operations or cash flows.

·   In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS No. 162").  SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (the GAAP hierarchy).  SFAS No. 162 will become effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles."  We do not expect the adoption of SFAS No. 162 will have a material effect on our consolidated financial position, results of operations or cash flows.

·   In May 2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1").  FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer's non-convertible debt borrowing rate.  FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis.  We are currently evaluating the potential impact, if any, of the adoption of FSP APB 14-1 on our consolidated financial position, results of operations or cash flows.

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Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on our present or future consolidated financial statements.

Off-balance sheet arrangements:

We lease real estate and certain of our equipment under operating leases. We also lease real estate that we own to tenants under operating leases. As of December 31, 2007, non-cancelable future minimum lease rentals under the operating leases with our landlords (payments) and our tenants (receipts) are as follows:

Years ending December 31:	Lease Payments		Lease Receipts
2008	$	2,242,003	$	226,084
2009		2,013,045		202,447
2010		1,643,859		165,932
2011		1,517,862		170,910
2012		333,354		176,038
Thereafter		1,415,415		304,592
	$	9,165,538	$	1,246,003

Comparison of our consolidated statements of operations information for the three-months ended March 31, 2008 to March 31, 2007:

Imaging revenue: Our consolidated imaging revenue decreased by ($223,868) or 7% from $3,180,985 for the three months ended March 31, 2008 compared to $2,957,117 for the three months ended March 31, 2007. The net reduction in revenues is directly attributable to the current economic downturn and the loss of a referring group. As it relates to the economy, typically the first and second calendar quarters have been our highest producing quarters. However, the first quarter of 2008 saw a marked reduction in substantially all businesses in our service area directly attributable to the economic downturn. Also, one of our largest referring groups purchased two PET/CT mobile units that provide services in all three of our service areas.

Our business and, therefore our revenues, experience cycles. Traditionally, we have experienced higher revenues in the first and second quarters of each year.

Real estate revenue: Our consolidated real estate revenues increased by $28,454 or 47% from $60,023 for the three months ended March 31, 2007 compared to $88,477 for the three months ended March 31, 2008. We currently lease approximately 70% of our Bradenton, Florida building under operating leases with two unrelated tenants that expire in July 2009 and September 2014. Our leases provide for rent escalation clauses and reimbursement of common area maintenance charges.

Labor and related costs: Labor and related costs, which are principally attributable to our imaging segment, decreased by ($105,656), or 12%, from $905,315 for the three months ended March 31, 2007 to $799,659 for the three months ended March 31, 2008. We reduced our labor costs by introducing technology which allowed us to automate certain processes that had previously required the performance of manual labor.

Medical equipment rental and maintenance: Our equipment and maintenance costs, which are principally attributable to our imaging segment increased by $158,816 or 25%, from $634,858 for the three months ended March 31, 2007 compared to $793,674 for the three months ended March 31, 2008. This increase is primarily attributable to the increased costs necessary to support the increased level of equipment related to the imaging services segment with the maturation of our Sarasota imaging center.

Radiology costs: Our radiology costs increased by $201,367 or 70%, from $287,018 for the three months ended March 31, 2007 compared to $488,385 for the three months ended March 31, 2008. In 2008, we were going through a transition in our radiologists that required the use of outside reading fees and locum tenems radiology coverage. This short-term activity caused additional cost and expense that is reflected in the increase in this category of expense.

General and administrative costs: General and administrative costs increased by $158,259 or 42%, from $380,414 for the three months ended March 31, 2007 compared to $538,673 for the three months ended March 31, 2008. We anticipate increases in future periods in these categories principally related to the incremental costs of being a public reporting company, such as in the areas of accounting, auditing and legal fees.

Depreciation and amortization: Our depreciation and amortization expense increased by $141,090 or 113% from $124,715 for the three months ended March 31, 2007 compared to $265,805 for the three months ended March 31, 2008. This increase is largely attributable to our higher average balances in our depreciable property and equipment during the more current period.

Medical and other supplies: Our medical and other supplies costs increased by $20,750 or 10%, from $212,579 for the three months ended March 31, 2007 compared to $233,329 for the three months ended March 31, 2008.  This increase is primarily attributable to the increased costs of medical and other supplies and increased costs related to the maturation of our Sarasota imaging center.

Facility costs: Our facility costs increased by $34,050 or 23%, from $147,678 for the three months ended March 31, 2007 compared to $181,728 for the three months ended March 31, 2008. Facility costs increased due to several factors. These include real estate taxes, cleaning and maintenance, escalation of rent and increase in our utilities secondary to gas prices.

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Advertising costs: Our advertising costs decreased by $25,557 or 37%, from $69,196 for the three months ended March 31, 2007 compared to $43,639 for the three months ended March 31, 2008. The decrease reflects a planned reduction of marketing staff.

Interest expense: Our interest expense increased by $10,073 or 5%, from $216,056 for the three months ended March 31, 2007 compared to $226,129 for the three months ended March 31, 2008. The increase is due primarily to increased borrowings under our bank credit facilities. During May of 2008, we issued $1,000,000 of convertible debt at a significant discount to face value resulting from the allocation of proceeds to warrants, issued in the financing, and a beneficial conversion feature. The amount of the discount, which is subject to finalization, will be amortized to interest expense in future periods. This amortization will result in increases to our interest expense.

Non-controlling interests in income (loss) of variable interest entities: Income (loss) fromnon-controlling interests in variable interest entities increased by $35,918 or 176%, from $(20,363) for the three months ended March 31, 2007 compared to $(56,281) for the three months ended March 31, 2008. These amounts reflect the changes in the operating activities of variable interest entities that we consolidate.

Discontinued operations: Net income (loss) from our discontinued business segment decreased by $51,130 from $50,640 during the three months ended March 31, 2007 compared to ($490) during the three months ended March 31, 2008. We do not anticipate significant amounts from our discontinued businesses in future periods.

Net income (loss): Net income decreased by $875,654 or 298% from $293,456 for the three months ended March 31, 2007 compared to ($582,198) during the three months ended March 31, 2008. The decrease in our net income is reflective of the preceding matters.

Comparison of our consolidated statements of operations information for the years ended December 31, 2007 and 2006

Imaging revenues: Our consolidated imaging revenue increased $2,924,855, or 32%, from $9,098,629 in 2006 to $12,023,484 in 2007. The increase in our imaging revenues relates to the opening of our Sarasota imaging center in late 2006. As a result, our imaging revenues reflect the operations of our three imaging centers during the full year ended December 31, 2007.

Our business and, therefore our revenues, experience cycles. We experience higher revenues in the first and second quarters of each year.

Real estate revenues: Our consolidated real estate revenues increased by $87,544 or 43% from $201,066 in 2006 to $288,610 in 2007. We currently lease approximately 70% of our Bradenton, Florida building under operating leases with two unrelated tenants that expire in July 2009 and September 2014. Our leases provide for rent escalation clauses and reimbursement of common area maintenance charges.

Labor and related costs: Labor and related costs increased by $374,643, or 12% from $3,249,439 in 2006 to $3,624,082 during 2007. This increase is primarily attributable to the increased costs necessary to support the increased revenues related to the imaging services segment when we opened our Sarasota imaging center.

Medical equipment rental and maintenance: Our equipment and maintenance costs increased by $212,980 or 8% from $2,697,545 in 2006 to $2,910,525 during 2007. This increase is primarily attributable to the increased costs necessary to support the increased revenues related to the imaging services segment when we opened our Sarasota imaging center.

General and administrative costs: General and administrative costs increased by $12,195 or 1% from $1,308,284 in 2006 to $1,320,479 during 2007. Our general and administrative costs did not increase significantly with the opening of our Sarasota imaging center because we were able to combine many of its functions with our preexisting administrative operations. While our general and administrative costs did not increase materially between these periods, we anticipate increases in future periods in these categories principally related to the incremental costs of being a public reporting company, such as in the areas of accounting and legal fees.

Radiology costs: Our radiology costs increased by $281,736 or 29% from $985,595 in 2006 to $1,267,331 during 2007. This increase is primarily attributable to the increased costs necessary to support the increased revenues related to the imaging services segment when we opened our Sarasota imaging center.

Medical and other supplies:  Our medical and other supplies costs decreased by $77,429 or 9% from $897,101 to $819,672 during 2006 and 2007, respectively. This decrease is the divesting of our interventional practice which had substantially higher per patient medical supply cost.

Depreciation and amortization: Our depreciation and amortization expense increased by $420,542 or 117% from $358,059 to $778,601 in 2006 and 2007, respectively. This increase is attributable to additional capital equipment purchases related to the establishment of our Sarasota imaging center and other purchases necessary to continue our revenue growth.

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Facility costs:  Our facility costs increased by $397,913 or 124% from $320,042 to $717,955 in 2006 and 2007, respectively. This increase is primarily attributable to the increased costs necessary to support the increased revenues related to the imaging services segment when we opened our Sarasota imaging center.

Advertising costs: Our advertising costs decreased by $52,433 or 22% from $234,822 to $182,389 in 2006 and 2007, respectively. The decrease is attributable to a planned reduction in marketing expense.

Interest expense: Our interest expense increased by $290,423 or 56% from $518,385 to $808,808 in 2006 and 2007, respectively. During the year ended December 31, 2007, we increased borrowings under our bank credit facilities. During May of 2008, we issued $1,000,000 of convertible debt at a significant discount to face value resulting from the allocation of proceeds to warrants, issued in the financing, and a beneficial conversion feature. The amount of the discount, which is subject to finalization, will be amortized to interest expense in future periods. This amortization will result in increases to our interest expense.

Loss on disposals: Loss on disposals increased by $27,894 or 145% from $19,164 to $47,058 in 2006 and 2007, respectively. We don’t have plans to dispose material property and equipment in future periods.

Interest income: We earned $16,014 and $10,396 in interest income during the years ended December 31, 2007 and 2006, respectively.

Income (loss) from non-controlling interests in variable interest entities: Income (loss) from non-controlling interests in variable interest entities decreased $118,918 or 251% from $47,378 to ($71,540) for 2006 and 2007 respectively. These amounts reflect the changes in the operating activities of variable interest entities that we consolidate.

Discontinued operations: We recorded a gain during 2007 of $238,907 on the sale of an imaging business. We have no further obligations or commitments with respect to this business. We have treated the disposal of this entity as a discontinued operation in our consolidated financial statements. Net income from the business sold decreased ($151,781), from income of $178,063 in 2006 to $26,282 in 2007. Since the sale occurred in July 2007, the decrease reflects the partial year of its operations in our consolidated financial statements.

Net income (loss): Net income increased by $1,097,761 or 104% from ($1,052,904) to $44,857. The increase in our net income is reflective of the preceding matters.

Liquidity and capital resources

General:

We incurred a net loss from our continuing operations amounting to ($581,708), ($220,332) and ($1,230,967) for the three months ended March 31, 2008 and the years ended December 31, 2007 and 2006, respectively. In addition, as of March 31, 2008, we have a working capital deficiency of ($1,326,651) and our bank line of credit facilities, with a total outstanding balance of ($1,984,002), have expired and are due. These conditions raise substantial doubt surrounding our ability to continue as a going concern for a reasonable period.

Our management is developing plans to alleviate the negative trends and conditions described above. In May 2008, we entered into a merger and financing transaction that provided $1,000,000 in gross proceeds to the post-merger combined companies, from the sale of convertible notes and warrants. In addition, our management is currently negotiating with financial institutions to restructure our current indebtedness to extend existing terms as well as provide additional term and revolving credit. Finally, our management is currently reviewing our operating and cost structure and believes that there are opportunities for cost curtailment.

Our ability to continue as a going concern is dependent on our creditor’s willingness to extend and restructure our existing bank line of credit or our ability to obtain alternative financing under terms and conditions that are suitable to our management. There can be no assurances that the creditors will not call as due and payable the bank line of credit or that our management will be successful in identifying and closing new financing arrangements. Ultimately, our ability to continue as a going concern is dependent upon the achievement of profitable operations. The accompanying financial statements do not include any adjustments that arise from this uncertainty.

Comparison of our consolidated cash flows information for the three months ended March 31, 2008 and March 31, 2007 and our significant operating assets and liabilities at March 31, 2008 and December 31, 2007

Operating activities:

We generated $303,059 in cash from operating activities during the three months ended March 31, 2008, compared to using ($466,707) during the same period in the prior year. Our increase in cash from operating activities is largely attributable to the offsetting effects of non-cash charges, such as depreciation and non-controlling interests in the income (loss) of variable interest entities that we consolidate, and aggressive collection efforts on accounts receivable against our net loss of ($582,198).

Our accounts receivable amounts to $3,497,835 and represents 87% of our consolidated current assets at March 31, 2008 (compared to $3,746,464 or 90% at December 31, 2007) and are highly concentrated in our imaging services segment and, therein, among third party payors. The following table illustrates the gross imaging receivable by payor and patient obligations as a percent of the total.

	March 31, 2008	December 31, 2007
Medicare	42%	42%
Other third-party payors	29%	27%
Blue Cross and Blue Shield	15%	17%
Workers’ Compensation	12%	11%
Patient obligations	2%	3%
	100%	100%

Credit losses on our accounts receivable have not been significant during the periods presented. The loss or curtailment of business within the third-party payor groups, however, could have a material adverse affect on our operations.

Our trade accounts payable amounts to $1,373,325 and represents 26% of our consolidated current liabilities as of March 31, 2008 ($1,275,480 or 25% at December 31, 2007). Our trade accounts payable are generally current and have remained at consistent levels among the periods presented. The balance of our current liabilities is largely attributable to current maturities of financing arrangements, discussed below, and accrued expenses principally associated with labor costs.

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Investing activities:

We generated $76,126 in cash from our investing activities during the three months ended March 31, 2008, compared to $15,936 during the same period in the prior year. Cash generated during these periods is largely attributable to collections on notes recievable and advances from related parties. We currently anticipate further collections of $93,431 on outstanding notes receivable and $74,612 on outstanding advances from related parties.

During the three months ended March 31, 2008, we purchased $74,852 of property and equipment under capital lease arrangements and $-0- for cash.  During the three months ended March 31, 2007, we purchased $4,635 of property and equipment under capital lease arrangements and $44,455 for cash.

We currently have no material commitments for the purchase of property and equipment. However, we continue to purchase equipment in the normal course of our operations. Subsequent to March 31, 2008, we purchased approximately $160,000 of equipment.

Financing activities:

We used ($220,991) of cash in our financing activities during the three months ended March 31, 2008. This represented $218,991 of payments on our long-term debt and capital lease obligations. In addition, we repaid $1,000 on related party long-term debt. During the three months ended March 31, 2007, we generated $42,545 in cash from our financing activities. We increased our borrowings on our credit facility and bank credit facilities in the amounts of $249,800 and $421,993, respectively, offset by payments on long-term debt, related party debt and capital lease obligations of $626,248.

Current maturities of long-term debt, bank credit facilities, capital leases and related party obligations amount to $3,238,032 and represents 60% of our consolidated current liabilities as of March 31, 2008 ($3,227,346 or 64% at December 31, 2007). Total long-term debt, capital lease obligations and related party obligations amount to $7,372,178 and represents 58% of our total liabilities at March 31, 2008 ($7,528,004 or 60% at December 31, 2007). We have significant indebtedness that will require the use of our cash in current and future periods unless our indebtedness can be restructured. In addition, our bank line of credit facilities, with a total outstanding balance of $1,984,002, expired in February 2008 and are now due. While the creditor has not called the note for payment, it has the right to do so. Our management is currently negotiating with the creditor and other financial institutions to restructure our current indebtedness to extend existing terms as well as provide additional term and revolving credit. There can be no assurances that the creditors will not call the bank line of credit for immediate payment or that our management will be successful in identifying and closing new financing arrangements or modifications.

We currently have no availability on any credit facility.

On May 2, 2008, following our merger with Firstway Enterprises, Inc., the newly combined organization entered into a financing arrangement that provided for the issuance of a face value $1,000,000 convertible note and warrants to purchase 11,111,110 shares of Firstway common stock. The convertible note bears interest at 12% per annum and matures on May 2, 2010, with quarterly interest payments, which commence June 30, 2008. It is convertible into shares of Firstway’s common stock at a conversion price of $0.18 per share at the investor’s option. The warrants have exercise prices ranging from $0.24 to $0.30 per share and a term of four years with certain anti-dilution provisions. The accounting for this financing transaction will be reflected in our post-merger consolidated financial statements during the next fiscal quarter. We have not yet completed our analysis of this financing arrangement. However, see Item 9.01 Financial Statements and Exhibits for unaudited pro forma condensed consolidated financial information related to the financing arrangement.

Comparison of our consolidated cash flows information for the years ended December 31, 2007 and 2006:

Operating activities:

We used ($824,514) in cash for operating activities during the year ended December 31, 2007, compared to using ($492,260) during the year ended December 31, 2006. The current year’s cash usage primarily reflects a substantial increase in our outstanding accounts receivables, which arose when we opened our Sarasota imaging center.

Investing Activities:

We generated $233,882 in cash from our investing activities during the year ended December 31, 2007, primarily attributable to cash received of $202,641 in connection with the sale of a business, collections on a note receivable of $145,677 received in connection with the sale of the business and collections of advances due from related parties of $60,291. These collections were partially offset by purchases of equipment amounting to $174,727. We used ($783,406) in cash in our investing activities during the year ended December 31, 2006, primarily related to the purchase of equipment amounting to $810,714 and offset by collections on related party loans of $27,308.

During the year ended December 31, 2007, we purchased $2,668,350 of property and equipment under capital lease arrangements that did not require cash. During the year ended December 31, 2006, we purchased $1,413,069 of property and equipment under capital lease arrangements.

During the year ended December 31, 2007, we received a note receivable amounting to $314,259 in connection with the sale of the business described above. An amount of $169,507 remains due on this note, of which we expect to collect $135,521 during our year ending December 31, 2008 and the balance during our year ending December 31, 2009.

Financing Activities:

We generated $580,355 in cash from our financing activities during the year ended December 31, 2007. This increase represented proceeds from long-term debt issued by a related party amounting to $1,150,000. We also received proceeds (net of payments) of $571,546 from our credit facilities. Proceeds from issuance of debt were offset by payments on our debt, credit facilities, related party debt and capital lease obligations amounting to $1,130,170. During the year ended December 31, 2006, we generated $1,722,694 in cash from our financing activities. We increased our borrowings on our credit facilities by $318,277, had proceeds of $355,472 from the issuance of long term debt and received proceeds of $250,000 from related party long-term debt. We also received contributions from members amounting to $1,183,531.  We made payments of $278,065 on our debt and capital lease obligations. We also made payments of $91,927 on related party long-term debt.

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MANAGEMENT

Executive Officers and Directors

Below are the names and certain information regarding Firstway’s executive officers and directors following the acquisition of US Imaging.

Name	Age	Position
Stephen Miley, M.D.	56	Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Secretary and Director
Stuart Posner	61	Director

Officers are elected annually by the Board of Directors (subject to the terms of any employment agreement), at its annual meeting, to hold such office until an officer’s successor has been duly appointed and qualified, unless an officer sooner dies, resigns or is removed by the Board.

Background of Executive Officers and Directors

STEPHEN M. MILEY, M.D., FACEP, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Secretary and Director

Dr. Miley is a graduate of University of South Florida College of Medicine and holds certifications in Advance Cardiac Life Support, American Board of Quality Assurance & Utilization Review and American Board of Emergency Medicine.  He is the former founder of Physician Computer Systems, Inc. a developer of software for automation of physician’s offices. He is the former founder, Chief Executive Officer and Chairman of MedHost Inc. a software development company for the healthcare industry. Dr. Miley has held numerous Hospital affiliations and Directorships at facilities such as St. Joseph’s Hospital, Lykes Memorial Hospital, Manatee Memorial Hospital, James E. Holmes Regional Medical Center, Palm Bay Family Medical Services, and Bon Secours Venice Hospital in his 25 plus years as a physician.  In 2001, Dr. Miley founded Axcess Diagnostics.  He has served as the Managing Member of Axcess Diagnostics for the past seven years.

STUART POSNER, Director

For the last five years, Mr. Posner has been the co-trustee for a multinational corporation engaged in real estate development as well as an executive vice president for Platinum Advisory Services, Inc., a financial advisory firm.  Mr. Posner will resign following the mailing of the 14f information statement.

Executive Compensation

The following table summarizes all compensation recorded by the Company in each of the last two completed fiscal years for our principal executive officer and our three most highly compensated executives officers who were serving as executive officers as of the end of the last fiscal year.  Such officers are referred to herein as our “Named Officers.”

Name	Year ended	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Non-Qualified Deferred Compensation Earnings	All Other Comp	Total
Stephen Miley, M.D.	12/31/2007	130,000	-		-	-	-	-	130,000
Chief Executive Officer (1)	12/31/2006	130,000	-	-	-	-	-	-	130,000
	12/31/2005	130,000	-	-	-	-	-	-	130,000

(1) Dr. Miley has served as the managing member of US Imaging prior to our acquisition of US Imaging in May 2008 where he was appointed as the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Secretary of Firstway. We are currently engaged in negotiating an employment contract with Dr. Miley.

Outstanding Equity Awards at Fiscal Year-End

US Imaging’s Named Executive Officers did not hold unexercised options or any other stock awards as of the end of our first quarter and year ended March 31, 2008 and December 31, 2007, respectively.   As such, the table has been omitted.

Director Compensation and Committees

We presently are considering paying compensation to our directors for acting in such capacity, including the grant of shares of common stock or options and reimbursement for reasonable out-of-pocket expenses in attending meetings.

We intend to appoint an audit committee.  Accordingly, we will designate a director as an "audit committee financial expert", as that term is defined in the rules of the Securities and Exchange Commission.

The Board of Directors does not have a standing nominating committee.  Nominations for election to the Board of Directors may be made by the Board of Directors or by any shareholder entitled to vote for the election of directors in accordance with our bylaws and Delaware law.

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Meetings may be held from time to time to consider matters for which approval of our Board of Directors is desirable or is required by law.

The Company intends to enter an employment agreement with Dr. Stephen Miley, Danielle Roca, John Dague and Bonnie Rossi.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We rent one of our imaging facilities from related party. Rent expense under this arrangement amounted to $565,268 and $86,176 during the years ended December 31, 2007 and 2006, respectively. As of December 31, 2007 and 2006, accounts payable under this arrangement amounted to $322,406 and $23,225, respectively.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of June 9, 2008 with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the Firstway’s executive officers and directors; and (iii) Firstway’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

Name of Beneficial Owner (1)	Common Stock Beneficially Owned		Percentage of Common Stock (2)
Stephen Miley, M.D.* (3)		36,856,970		74.80	%
Stuart Posner*		476,640		**
John Uphold, M.D.		4,095,219		8.31	%
All officers and directors as a group (2 persons)		37,333,610		75.77	%

*Executive officer and/or director of Firstway.

** Less than 1%

(1)   Except as otherwise indicated, the address of each beneficial owner is c/o US Imaging Holding, LLC, 600 North Cattleman Road, Sarasota, Florida  34232.

(2)   Applicable percentage ownership is based on 49,272,500 shares of common stock outstanding as of June 9, 2008, together with securities exercisable or convertible into shares of common stock within 60 days of June 9, 2008 for each stockholder.  Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  Shares of common stock that are currently exercisable or exercisable within 60 days of June 9, 2008 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

(3)   Prior to the acquisition of US Imaging Holding LLC by Firstway, Dr. Miley acquired a portion of the membership interest of US Imaging Holding LLC from The Uphold Family Trust in consideration of Dr. Miley issuing a promissory note to The Uphold Family Trust in the amount of $100,000 due upon the earlier of an event of default or five years from the date of issuance.  The note is secured by Dr. Miley’s shares of common stock of Firstway.  In addition, Dr. Miley has pledged his shares of Firstway to Dr. Uphold in connection with his commitment to have Dr. Uphold released from various loans that Dr. Uphold guaranteed.

DESCRIPTION OF SECURITIES

Firstway’s authorized capital stock consists of 250,000,000 shares of common stock at a par value of $0.0001 per share and 20,000,000 shares of preferred stock at a par value of $0.0001 per share.  As of June 9, 2008, there are 49,272,500 shares of  Firstway’s common stock issued and outstanding that are held by approximately 14 stockholders of record and no shares of Preferred Stock issued and outstanding.

Holders of Firstway’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.  Holders of common stock do not have cumulative voting rights.  Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors.  Holders of the Firstway’s common stock representing a majority of the voting power of Firstway’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders.  A vote by the holders of a majority of Firstway’s outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to Firstway’s articles of incorporation.

Holders of Firstway’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds.  In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Firstway’s common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Firstway’s common stock.

On May 2, 2008, we entered into a financing arrangement with one investor pursuant to which we sold various securities in consideration of an aggregate purchase price of $1,000,000 (the “May 2008 Financing”).

In connection with the May 2008 Financing, Firstway issued the following securities to the investor:

	A convertible note in the principal amount of $1,000,000 (the “May 2008 Note”);
	Series A Common Stock Purchase Warrants to purchase 5,555,555 shares of common stock at $0.24 per share for a period of four years (“Series A Warrants”); and
	Series B Common Stock Purchase Warrants to purchase 5,555,555 shares of common stock at $0.30 per share for a period of four years (“Series B Warrants”).

The May 2008 Note bears interest at 12% per annum, matures two years from the date of issuance, and is convertible into our common stock, at the investor’s option, at $0.18 per share. Based on this conversion price, the May 2008 Note in the amount of $1,000,000, excluding interest, is convertible into 5,555,555 shares of our common stock.  The conversion price is subject to adjustment in the event that we issue securities at a per share price less than the conversion price unless such transaction is a permitted transaction which is defined as the issuance of common stock or options to employees, officers, consultants or directors of the Company pursuant to any stock or option plan duly adopted by the Board of Directors of the Company, securities issued in connection with acquisitions or strategic transactions or securities issued as equity enhancements in connection with standard non convertible debt transactions.  In the event that we raise in excess of $5,000,000 in one or a series of transactions, then we are required to pay off the amount owed in under the May 2008 Note.

The Series A Warrants and the Series B Warrants shall be exercisable for a period of four years at an exercise price of $0.24 and $0.30 per share, respectively.  In the event that the shares of common stock underlying the Series A Warrants and the Series B Warrants are not registered by November 2009, then the Series A Warrants and the Series B Warrants are exercisable on a cashless basis.

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We granted the investor piggyback registration rights with respect to the shares of common stock underlying the May 2008 Notes, the Series A Warrants and the Series B Warrants.

The investor has contractually agreed to restrict its ability to convert its securities and receive shares of Firstway’s common stock such that the number of shares of Firstway’s common stock held by it and its affiliates after such conversion does not exceed 4.99% of Firstway’s then issued and outstanding shares of common stock.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is not and has never been any established "public market" for our shares of common stock. We intend to submit for quotation of our common stock on the OTC Bulletin Board in the near future. In any event, no assurance can be given that any market for the Company's common stock will develop or be maintained.

As of June 9, 2008, there were approximately 14 holders of record of Firstway’s common stock.

Dividends

Firstway has never declared or paid any cash dividends on its common stock. Firstway currently intends to retain future earnings, if any, to finance the expansion of its business. As a result, Firstway does not anticipate paying any cash dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table shows information with respect to each equity compensation plan under which Firstway’s common stock is authorized for issuance as of the fiscal year ended December 31, 2007.

EQUITY COMPENSATION PLAN INFORMATION

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	-0-	-0-	-0-
Equity compensation plans not approved by security holders	-0-	-0-	-0-
Total	-0-	-0-	-0-

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Firstway’s directors and executive officers are indemnified as provided by the Delaware General Corporation law and its Bylaws. These provisions state that the Firstway directors may cause Firstway to indemnify a director or former director against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him as a result of him acting as a director. The indemnification of costs can include an amount paid to settle an action or satisfy a judgment.  Such indemnification is at the discretion of Firstway’s board of directors and is subject to the Securities and Exchange Commission’s policy regarding indemnification.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, Firstway has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

29

Item 3.02  Unregistered Sales of Equity Securities.

US Imaging Acquisition

On May 2, 2008, Firstway entered into and closed a securities exchange agreement with US Imaging, and each of US Imaging’s members (the “Purchase Agreement”).  Pursuant to the Purchase Agreement, Firstway acquired all of the issued and outstanding membership interest of US Imaging from the US Imaging members in exchange for 40,952,189 of Firstway’s shares of common stock.

Service Agreements

On May 2, 2008, Firstway entered into consulting agreements with Searchlight Partners, LLC (“Searchlight”) and Cypress Advisors, LLC (“Cypress”).  Searchlight agreed to provide general corporate development and strategic planning advice including various funding initiatives, the filing of a registration statement with the Securities Exchange Commission, if needed, and obtaining a listing with the OTCBB. In consideration of the services rendered and to be rendered by Searchlight we issued to Searchlight 3,758,749 shares of the Company’s common stock which shares have piggyback registration rights.  The other consulting agreement is with Cypress Advisors, LLC (“Cypress”) where Cypress agreed to provide advice on capital raising and undertook to contact and present information regarding our company to persons or entities capable of providing such services.  In consideration of the services rendered and to be rendered by Cypress we granted to Cypress 2,273,438 shares of the Company’s common stock; provided, however, that 750,235 of these shares were agreed to be held by a third party and delivered to Cypress upon the closing of a financing in excess of $2,000,000 resulting from Cypress’ efforts at terms that are acceptable to us.  The 2,273,438 shares of common stock issued under that agreement have piggyback registration rights.  In addition, pursuant to a retainer agreement entered with for legal services with the Law Offices of Stephen M. Fleming, PLLC (“Fleming”) we issued 788,125 shares of our common stock for services rendered.

May Financing

On May 2, 2008, we entered into agreements relating to the May 2008 Financing.  In connection with the May 2008 Financing, Firstway issued the following securities to the investor:

	the May 2008 Note;
	the Series A Warrants; and
	the Series B Warrants.

The May 2008 Note bears interest at 12% per annum, matures two years from the date of issuance, and is convertible into our common stock, at the investor’s option, at $0.18 per share. Based on this conversion price, the May 2008 Note in the amount of $1,000,000, excluding interest, is convertible into 5,555,555 shares of our common stock.  The conversion price is subject to adjustment in the event that we issue securities at a per share price less than the conversion price unless such transaction is a permitted transaction which is defined as the issuance of common stock or options to employees, officers, consultants or directors of the Company pursuant to any stock or option plan duly adopted by the Board of Directors of the Company, securities issued in connection with acquisitions or strategic transactions or securities issued as equity enhancements in connection with standard non convertible debt transactions.  In the event that we raise in excess of $5,000,000 in one or a series of transactions, then we are required to pay off the amount owed in under the May 2008 Note.

The Series A Warrants and the Series B Warrants shall be exercisable for a period of four years at an exercise price of $0.24 and $0.30 per share, respectively.  In the event that the shares of common stock underlying the Series A Warrants and the Series B Warrants are not registered by November 2009, then the Series A Warrants and the Series B Warrants are exercisable on a cashless basis.

We granted the investor piggyback registration rights with respect to the shares of common stock underlying the May 2008 Notes, the Series A Warrants and the Series B Warrants.

The investor has contractually agreed to restrict its ability to convert its securities and receive shares of Firstway’s common stock such that the number of shares of Firstway’s common stock held by it and its affiliates after such conversion does not exceed 4.99% of Firstway’s then issued and outstanding shares of common stock.

30

This issuance of these above securities is exempt from the registration requirements under Rule 4(2) of the Securities Act of 1933, as amended, and/or Rule 506 as promulgated under Regulation D.

Item 5.01 Changes in Control of Registrant.

See Item 2.01.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

See Item 1.01.

Item 5.06  Change in Shell Company Status.

See Item 2.01

Item 9.01 Financial Statements and Exhibits

CONTENTS

US Imaging Holding, LLC and Subsidiaries		Page
Audited Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm		32
Consolidated balance sheets as of December 31, 2007 and 2006		33
Consolidated statements of operations for the years ended December 31, 2007 and 2006		34
Consolidated statements of cash flows for the years ended December 31, 2007 and 2006		35
Notes to consolidated financial statements		37
Unaudited Consolidated Financial Statements:
Consolidated balance sheets as of March 31, 2008 (unaudited) and December 31, 2007		57
Consolidated statements of operations for the three-months ended    March 31, 2008 and 2007 (unaudited)		58
Consolidated statements of cash flows for the three-months ended    March 31, 2008 and 2007 (unaudited)		59
Notes to unaudited consolidated financial statements		61
Firstway Enterprises, Inc.
Unaudited pro forma condensed consolidated financial information – Explanatory Notes		73
Unaudited pro forma condensed consolidated balance sheet as of March 31, 2008		74
Unaudited pro forma condensed consolidated statement of operations for the    three months ended March 31, 2008		76
Unaudited pro forma condensed consolidated statement of operations for the    year ended December 31, 2007		77
Notes to unaudited pro forma condensed consolidated financial information		78
Index to Exhibits:
4.1	Securities Purchase Agreement entered into by and between Firstway Enterprises, Inc. and Steven Posner Irrevocable Trust, U/T/A
4.2	Convertible Note Issued to Steven Posner Irrevocable Trust, U/T/A
4.3	Series A Warrant Issued to Steven Posner Irrevocable Trust, U/T/A
4.4	Series B Warrant Issued to Steven Posner Irrevocable Trust, U/T/A
10.1	Securities Exchange Agreement by and among Firstway Enterprises, Inc, US Imaging Holding LLC and the members of US Imaging Holding LLC, dated May 2, 2008
10.2	Consulting Agreement by and between Firstway Enterprises, Inc. and Searchlight Partners, LLC, dated May 2, 2008
10.3	Consulting Agreement by and between Firstway Enterprises, Inc. and Cypress Advisors, LLC, dated May 2, 2008

31

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Members

US Imaging Holding, LLC

We have audited the accompanying consolidated balance sheets of US Imaging Holding, LLC and Subsidiaries (the “Company”), as of December 31, 2007 and 2006, and the related consolidated statements of operations, and cash flows for each of the two years in the period ended December 31, 2007.  These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on the consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of US Imaging Holding, LLC and Subsidiaries as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the two years 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 has suffered recurring losses from continuing operations, has working capital deficiency as of December 31, 2007, and its bank line of credit facilities outstanding balance had expired prior to the date of this report.  These conditions raise substantial doubt about the Company's ability to continue as a going concern.  Managements’ plans in regard to these matters are also described in Note 1 to the consolidated financial statements.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ RBSMLLP

New York, NY

May 16, 2008

32

US Imaging Holding, LLC and Subsidiaries

Consolidated Balance Sheets

	December 31,
	2007		2006
Assets
Current assets:
Cash and cash equivalents	$	140,986	$	481,589
Accounts receivable, net		3,746,464		1,938,218
Current portion of notes receivable		135,521		--
Advances due from related parties		74,662		134,952
Assets of discontinued businesses		35,951		691,154
Other current assets		30,770		86,987
Total current assets		4,164,354		3,332,900
Property and equipment, net		8,715,055		6,686,081
Notes receivable		33,986		--
Other assets		167,365		169,224
Total assets	$	13,080,760	$	10,188,205
Liabilities, Non-Controlling Interest and Members’ Equity
Current liabilities:
Bank credit facilities	$	1,984,002	$	1,412,456
Accounts payable		1,275,480		1,371,083
Accounts payable, related parties		322,406		23,225
Accrued liabilities		156,627		107,740
Current portion of capital lease obligations		895,119		765,826
Current portion of long-term debt, related parties		235,738		446,867
Current portion of long-term debt		112,487		105,451
Liabilities of discontinued businesses		73,338		620,047
Total current liabilities		5,055,197		4,852,695
Long-term debt		3,559,254		3,671,741
Capital lease obligations		2,844,706		1,237,320
Long-term debt, related parties		1,124,044		34,266
Total liabilities		12,583,201		9,796,022
Commitments and contingencies (Note 7)		--		--
Non-controlling interests in variable    interest entities		188,284		116,744
Members’ equity		309,275		275,439
Total liabilities, non-controlling            interests and members’ equity	$	13,080,760	$	10,188,205

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

33

US Imaging Holding, LLC and Subsidiaries

Consolidated Statements of Operations

	Years ended December 31,
	2007			2006
Net patient revenues	$	12,023,484		$	9,098,629
Rental income		288,610			201,066
		12,312,094			9,299,695
Operating costs and expenses:
Labor and related costs		3,624,082			3,249,439
Medical equipment rental and maintenance		2,910,525			2,697,545
General and administrative		1,320,479			1,308,284
Radiology costs		1,267,331			985,595
Medical and other supplies		819,672			897,101
Depreciation and amortization		778,601			358,059
Facility costs		717,955			320,042
Advertising expense		182,389			234,822
Total operating costs and expenses		11,621,034			10,050,887
Operating income (loss)		691,060			(751,192	)
Other income (expense):
Interest expense		(808,808	)		(518,385	)
Loss on asset disposals		(47,058	)		(19,164	)
Interest and other income		16,014			10,396
		(839,852	)		(527,153	)
Loss before non-controlling interests in variable    interest entities and discontinued operations		(148,792	)		(1,278,345	)
Non-controlling interests in (income) loss of    variable interest entities		(71,540	)		47,378
Loss from continuing operations		(220,332	)		(1,230,967	)
Discontinued operations:
Gain on sale of business		238,907			--
Net income of discontinued businesses		26,282			178,063
Income from discontinued operations		265,189			178,063
Net income (loss)	$	44,857		$	(1,052,904	)

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

34

US Imaging Holding, LLC and Subsidiaries

Consolidated Statements of Cash Flows

	Years ended December 31,
	2007			2006
Cash flows from operating activities:
Net income (loss)	$	44,857		$	(1,052,904	)
Adjustments to reconcile net income (loss) to       net cash used in operating activities:
Depreciation and amortization		778,601			358,059
Discontinued operations		(265,189	)		(178,063	)
Bad debts expense		78,297			87,581
Non-controlling interests		71,540			(47,378	)
Loss on asset disposals		47,058			19,164
Write-off of deferred loan costs		--			10,249
Changes in operating assets and liabilities        of continuing operations:
Accounts receivable		(1,887,468	)		(5,734	)
Other operating assets		56,215			(75,157	)
Accounts payable and accrued liabilities		251,575			391,923
Net cash used in operating activities    of continuing operations		(824,514	)		(492,260	)
Cash flows from investing activities:
Proceeds from sale of business		202,641			--
Purchases of property and equipment		(174,727	)		(810,714	)
Collections of net advances due from related parties		60,291			27,308
Collections on notes payable		145,677			--
Net cash provided by (used in) investing activities    of continuing operations		233,882			(783,406	)
Cash flows from financing activities:
Proceeds from long-term debt, related parties		1,150,000			250,000
Principal payments on long-term debt       and capital lease obligations		(858,819	)		(278,065	)
Net increase in bank credit facilities		571,546			318,277
Repayments on long-term debt, related parties		(271,351	)		(91,927	)
Cash distributions		(11,021	)		(14,594	)
Cash contributions		--			1,183,531
Proceeds from long-term debt		--			355,472
Net cash provided by financing activities of    continuing operations		580,355			1,722,694

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

35

US Imaging Holding, LLC and Subsidiaries

Consolidated Statements of Cash Flows

(Continued)

	Years ended December 31,
	2007			2006
Net (decrease) increase in cash and cash equivalents    from continuing operations		(10,277	)		447,028
Net (decrease) increase in cash and cash equivalents    from discontinued operations:
Operating activities		106,255			423,683
Investing activities		--			(9,649	)
Financing activities		(436,581	)		(456,636	)
Net (decrease) increase in cash and cash equivalents		(340,603	)		404,426
Cash and cash equivalents at the beginning of the year		481,589			77,163
Cash and cash equivalents at the end of the year	$	140,986		$	481,589
Supplemental disclosures of cash flow information:
Cash paid during the year for interest:
Continuing operations	$	808,808		$	518,385
Discontinued operations	$	81,513		$	61,759
Non-cash investing and financing activities       of continuing operations:
Acquisition of property and equipment under             capital lease arrangements	$	2,668,350		$	1,413,069
Note receivable received as partial proceeds from             the sale of a discontinued business	$	314,259		$	--
Debt financing used to acquire minority interest	$	--		$	150,000

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

36

US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 1 – Nature of business, liquidity and management’s plans, and significant accounting policies:

Nature of business:

US Imaging Holding, LLC (the “Company” or “We” or “Our”) is a Nevada Limited Liability Company that was organized on November 14, 2001. We provide diagnostic imaging services for physicians, individuals and managed care organizations through our integrated network of imaging centers located in the Southwest region of Florida. Our services include magnetic resonance imaging, or MRI, positron emission tomography, or PET, computed tomography, or CT, and other technologies. These services are noninvasive techniques that generate representations of internal anatomy on film or digital media, which are used by physicians for the diagnosis and assessment of diseases and disorders. We also generate revenue from leasing our real estate holdings located in the Southwest region of Florida principally to commercial customers.

Liquidity and management’s plans:

As reflected in our consolidated statements of operations, we incurred a net loss from our continuing operations amounting to ($220,332) and ($1,230,967) for the years ended December 31, 2007 and 2006, respectively. In addition, as of December 31, 2007, we have a working capital deficiency of ($890,843) and our bank line of credit facilities, with total outstanding balance of ($1,984,002) at December 31, 2007, have expired in February 2008. These conditions raise substantial doubt surrounding our ability to continue as a going concern for a reasonable period.

Our management is developing plans to alleviate the negative trends and conditions described above. As more fully described in Note 13, we entered into a merger and financing transaction on May 2, 2008 that provided $1,000,000 in gross proceeds to the post-merger combined companies, from the sale of convertible notes and warrants. In addition, our management is currently negotiating with financial institutions to restructure our current indebtedness to extend existing terms as well as provide additional term and revolving credit. Finally, our management is currently reviewing our operating and cost structure and believes that there are opportunities for cost curtailment.

Our ability to continue as a going concern is dependent on our creditor’s willingness to extend and restructure our existing bank line of credit or our ability to obtain alternative financing under terms and conditions that are suitable to our management. There can be no assurances that the creditors will not call as due and payable the bank line of credit or that our management will be successful in identifying and closing new financing arrangements. Ultimately, our ability to continue as a going concern is dependent upon the achievement of profitable operations. The accompanying financial statements do not include any adjustments that arise from this uncertainty.

37

US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 1 – Nature of business, liquidity and management’s plans, and significant accounting policies (continued):

Summary of significant accounting policies:

Consolidation - Our consolidated financial statements include the accounts of our wholly-owned continuing subsidiaries (Axcess Diagnostics Sarasota, LLC, Axcess Diagnostics Bradenton, LLC, and US Imaging Center Corp., LLC) and our discontinued subsidiaries (Axcess MRI Jacksonville, LLC and Axcess Diagnostics Pointe West, LLC). Our consolidated financial statements also include variable interest entities (Axcess Management Group, LLC, Access Diagnostics Building, LLC, and Axcess Diagnostics Building Bradenton, LLC). Variable interest entities, as defined in Interpretation 46(R), “Consolidation of Variable Interest Entities” (“FIN No. 46(R)”) of the Financial Accounting Standards Board (the “FASB”), are primarily entities that are consolidated with their primary beneficiary, irrespective of the ownership interest, because they either lack sufficient equity or decision making authority. The non-controlling ownership interests in the income or loss of variable interest entities are recorded as charges or credits, respectively, in our consolidated statement of operations. The intercompany accounts and transactions among all of our consolidated entities are eliminated in the preparation of our consolidated financial statements.

Discontinued operations – Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”), requires that a component of an entity be reported as discontinued operations if, among other things, such component (i) has been disposed of or is classified as held for sale, (ii) has operations and cash flows that can be clearly distinguished from the rest of the reporting entity and (iii) will be eliminated from the ongoing operations of the reporting entity.  In the period that a component of ours meet the SFAS No. 144 criteria, the results of operations for current and prior periods are reclassified to a single caption entitled discontinued operations and the assets and liabilities of the related disposal group are segregated on the consolidated balance sheets. See Note 12 for information regarding discontinued operations.

Segments – We apply the management approach to the identification of our reportable operating segments as provided in accordance with SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” (“SFAS No. 131”). This approach requires us to report our segment information based on how our chief decision making officer internally evaluates our operating performance. Our business segments consist of (i) Imaging Services and (ii) Commercial Real Estate Services.

Reclassification - Certain amounts in the consolidated financial statements have been reclassified in prior years to conform to the current year presentation. Such reclassifications primarily related to discontinued operations.

38

US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 1 – Nature of business, liquidity and management’s plans, and significant accounting policies (continued):

Revenue Recognition – We recognize our imaging services revenue when the arrangement is evidenced, the price of the service is fixed or determinable, the service has been delivered and the amount is considered to be collectible. As a result, imaging services revenue is generally recorded when the service is performed. We have certain contractual arrangements with health care providers that provide for usage of our imaging equipment over a contractually defined period. These revenues are recorded as they are earned, which is generally over the term of the arrangement. Laws, rules and regulations governing the Medicare and Medicaid programs are extremely complex and subject to interpretation. As a result, recorded estimates may change in the future and such changes in estimates, if any, will be recorded in our operating results in the period they are identified by our management.

As with many healthcare services providers, we have agreements with third-party payors that provide for payments at amounts that differ from our established rates. Net imaging services revenue is reported at the estimated net realizable amounts from these payors based upon our contracts, our historical experience rate by payor class, and all other available information. Adjustments to these estimates, which have been insignificant during the periods reported, are recorded in the period that the account is settled with the payor.

We recognize rental income arising from our Commercial Real Estate Services segment on a straight-line basis over the term of the lease arrangement, and giving effect to concessions, rent-holidays and similar terms and conditions, if any.

Cash and Cash Equivalents – For purposes of reporting cash flows, we consider cash in operating bank accounts, demand deposits, cash on hand and highly-liquid debt instruments, with an initial maturity of three months or less, as cash and cash equivalents.

Accounts Receivable – Provisions for doubtful accounts are primarily estimated based on historical cash collection experience by payor classification and the age of the patient’s account. When considering the adequacy of the allowances, accounts receivable are routinely reviewed in conjunction with analysis of historical collection rates, healthcare industry trends or other industry indicators, and all other business and economic conditions that might reasonably be expected to affect the collectability of accounts receivable. We write off accounts receivable against our allowances after all collection efforts have been exhausted. We record subsequent recoveries, if any, as an adjustment to our expense.

Certain changes in payor mix, declines in the general economic conditions, and negative trends in federal and state regulations could adversely affect our revenues, accounts receivable, collection experience, cash flows and results of operations.

39

US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 1 – Nature of business, liquidity and management’s plans, and significant accounting policies (continued):

Property and Equipment – Property and equipment is recorded at cost. Equipment acquired under capitalized leases is recorded based upon the present value of the lease payments, using the explicit rate in the lease or our implicit rate, whichever is more appropriate. Property and equipment is depreciated using the straight-line methods over estimated useful lives of the categories of our assets (ranging from 5 to 39 years), and is limited, in the case of capital leases, to the lease term, if lower. Renewals and betterments that significantly extend the life of the asset are capitalized. Otherwise, expenditures for maintenance and repairs are charged to expense.

We review our property and equipment for impairments whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset may not be recoverable through undiscounted cash flows that the respective asset, or group of assets, generates. Impairment charges may be recognized when the undiscounted cash flow generated from the respective asset, or group of assets, is insufficient to recover the carrying value. In these circumstances, the respective asset, or group of assets, is adjusted to its fair value with a charge to expense.

Advertising – We expense advertising and marketing costs as they are incurred.

Income Taxes – Our businesses are treated as partnerships for federal and state income tax purposes. Thus, no income tax expense has been recognized in our consolidated financial statements as our taxable income or loss are passed through to the members and reported on their individual income tax returns.

Financial Instruments – Financial instruments consist of cash, evidence of ownership in an entity, and contracts that both (i) impose on one entity a contractual obligation to deliver cash or another financial instrument to a second entity, or to exchange other financial instruments on potentially unfavorable terms with the second entity, and (ii) conveys to that second entity a contractual right (a) to receive cash or another financial instrument from the first entity, or (b) to exchange other financial instruments on potentially favorable terms with the first entity. Accordingly, our financial instruments consist of cash and cash equivalents, accounts and notes receivable, accounts payable and accrued liabilities, long-term debt (both third-party and related party) and credit facilities.

We carry cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and credit facilities at historical costs. Their respective estimated fair values approximate carrying values due to their current nature. We also carry notes receivable and long-term debt at historical cost. Their respective carrying value and estimated fair values at December 31, 2007 are reflected in the table below. Fair value is calculated using market rates for similar instruments with similar terms and risks. Disclosures about the fair value of our financial instruments are required for information purposes, only.

40

US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 1 – Nature of business, liquidity and management’s plans, and significant accounting policies (continued):

	December 31, 2007
	Carrying Value			Fair Value
Notes receivable, including current maturities	$	169,507		$	162,743
Long-term debt, including current maturities	$	(3,671,741	)	$	(2,857,311	)
Long-term debt, related parties, including current maturities	$	(1,359,782	)	$	(1,231,669	)

Estimates – The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts in our consolidated financial statements. Actual results could differ from those estimates.

Recent Accounting Pronouncements – We have reviewed accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. We believe that the following impending standards may have an impact on our future filings. However, the applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

·   In February 2006, the Financial Accounting Standards Board (the “FASB”) issued SFAS No. 155, “Accounting for certain Hybrid Financial Instruments an amendment of FASB Statements No. 133 and 140” (“SFAS No. 155”).   SFAS No. 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on a qualifying special purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.  SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006.  SFAS No. 155 did not have a material impact on our consolidated financial position, results of operations or cash flows.

41

US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 1 – Nature of business, liquidity and management’s plans, and significant accounting policies (continued):

Recent Accounting Pronouncements (continued):

·   In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets - an amendment to FASB Statement No. 140” (“SFAS No. 156”).  SFAS No. 156 requires that an entity recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a service contract under certain situations.  The new standard is effective for fiscal years beginning after September 15, 2006.  SFAS No.156 did not have a material impact on our consolidated financial position, results of operations or cash flows.

·   In July 2006, the FASB issued Interpretation No. 48, “Accounting for uncertainty in Income Taxes” (“FIN No. 48”).  FIN No. 48 clarifies the accounting for Income Taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition and clearly scopes income taxes out of SFAS No. 5, “Accounting for Contingencies”.  FIN No. 48 is effective for fiscal years beginning after December 15, 2006.  FIN No. 48 did not have a material impact on our consolidated financial position, results of operations or cash flows.

·   In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”.  The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements.  SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements.  The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007.   In February 2008, the FASB issued FASB Staff Position (“FSP”) 157-2, “Effective Date of FASB Statement No. 157” (“FSP 157-2), which delayed the effective date of SFAS No. 157 for all non-financial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, until January 1, 2009.   We have not yet determined the impact that the implementation of FSP 157-2 will have on our non-financial assets and liabilities which are not recognized on a recurring basis; however, we do not anticipate the adoption of this standard will have a material impact on our consolidated financial position, results of operations or cash flows. 

·   In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and132(R)” (“SFAS No. 158”).  SFAS No. 158 improves financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. SFAS No. 158 also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.  The effective date for an employer with publicly traded equity securities is as of the end of the fiscal year ending after December 15, 2006.  The adoption of SFAS No. 158 did not have a material impact on our consolidated financial position, results of operations or cash flows.

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US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 1 – Nature of business, liquidity and management’s plans, and significant accounting policies (continued):

Recent Accounting Pronouncements (continued):

·   In December 2006, the FASB issued FSP EITF 00-19-2, “Accounting for Registration Payment Arrangements” (“FSP 00-19-2”) which addresses accounting for registration payment arrangements. FSP 00-19-2 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 SFAS No. 5, “Accounting for Contingencies”.  FSP 00-19-2 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 without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement.  For registration payment arrangements and financial instruments subject to those arrangements that were entered into prior to the issuance of EITF 00-19-2, this guidance shall be effective for financial statements issued for fiscal years beginning after December 15, 2006 and interim periods within those fiscal years.  The adoption of EITF 00-19-02 does not a material impact on our consolidated financial position, results of operations or cash flows

·   In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115 ” (“SFAS No. 159”).  SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value.  Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities.  SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007.  Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”.  The adoption of SFAS No. 159 is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

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US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 1 – Nature of business, liquidity and management’s plans, and significant accounting policies (continued):

Recent Accounting Pronouncements (continued):

·   In June 2007, the Accounting Standards Executive Committee issued Statement of Position 07-1, “Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies” (“SOP 07-1”). SOP 07-1 provides guidance for determining whether an entity is within the scope of the AICPA Audit and Accounting Guide Investment Companies (the “Audit Guide”). SOP 07-1 was originally determined to be effective for fiscal years beginning on or after December 15, 2007, however, on February 6, 2008, FASB issued a final Staff Position indefinitely deferring the effective date and prohibiting early adoption of SOP 07-1 while addressing implementation issues.

·   In June 2007, the FASB ratified the consensus in EITF Issue No. 07-3,“Accounting for Nonrefundable Advance Payments for Goods or Services to be Used in Future Research and Development Activities” (EITF 07-3), which requires that nonrefundable advance payments for goods or services that will be used or rendered for future research and development (R&D) activities be deferred and amortized over the period that the goods are delivered or the related services are performed, subject to an assessment of recoverability.  EITF 07-3 will be effective for fiscal years beginning after December 15, 2007.  We do not expect that the adoption of EITF 07-3 will have a material impact on our consolidated financial position, results of operations or cash flows.

·   In December 2007, the FASB issued SFAS No. 141(R),"Business Combinations" ("SFAS No. 141(R)"), which establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in an acquiree, including the recognition and measurement of goodwill acquired in a business combination.  SFAS No. 141R is effective as of the beginning of the first fiscal year beginning on or after December 15, 2008.  Earlier adoption is prohibited and we are currently evaluating the effect, if any, that the adoption will have on our consolidated financial position, results of operations or cash flows.

·   In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”.  This statement amends ARB No. 51 to establish accounting and reporting standards for the Non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary.  SFAS No. 160 will change the classification and reporting for minority interest and non-controlling interests of variable interest entities.  Following the effectiveness of SFAS No. 160, the minority interest and non-controlling interest of variable interest entities will be carried as a component of stockholders’ equity.  Accordingly, upon the effectiveness of this statement, we will begin to reflect non-controlling interest in our consolidated variable interest entities as a component of stockholders’ equity. This statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008 and earlier adoption is prohibited.

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US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 1 – Nature of business, liquidity and management’s plans, and significant accounting policies (continued):

Recent Accounting Pronouncements (continued):

·   In December 2007, the FASB ratified the consensus in EITF Issue No. 07-1, “Accounting for Collaborative Arrangements” (EITF 07-1). EITF 07-1 defines collaborative arrangements and requires collaborators to present the result of activities for which they act as the principal on a gross basis and report any payments received from (made to) the other collaborators based on other applicable authoritative accounting literature, and in the absence of other applicable authoritative literature, on a reasonable, rational and consistent accounting policy is to be elected.  EITF 07-1 also provides for disclosures regarding the nature and purpose of the arrangement, the entity’s rights and obligations, the accounting policy for the arrangement and the income statement classification and amounts arising from the agreement. EITF 07-1 will be effective for fiscal years beginning after December 15, 2008, and will be applied as a change in accounting principle retrospectively for all collaborative arrangements existing as of the effective date.  We have not yet evaluated the potential impact of adopting EITF 07-1 on our consolidated financial position, results of operations or cash flows.

·   In March 2008, the FASB” issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133” (“SFAS No. 161”).  SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows.  Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged.  We are currently evaluating the impact of SFAS No. 161, if any, will have on our consolidated financial position, results of operations or cash flows.

·   In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets”. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets”.  We are required to adopt FSP 142-3 on January 1, 2009.  The guidance in FSP 142-3 for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after adoption, and the disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, adoption.  We are currently evaluating the impact of FSP 142-3 on our consolidated financial position, results of operations or cash flows.

45

US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 1 – Nature of business, liquidity and management’s plans, and significant accounting policies (continued):

Recent Accounting Pronouncements (continued):

·   In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS No. 162").  SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (the GAAP hierarchy).  SFAS No. 162 will become effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles."  We do not expect the adoption of SFAS No. 162 will have a material effect on our consolidated financial position, results of operations or cash flows.

·   In May 2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1").  FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer's non-convertible debt borrowing rate.  FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis.  We are currently evaluating the potential impact, if any, of the adoption of FSP APB 14-1 on our consolidated financial position, results of operations or cash flows.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on our present or future consolidated financial statements.

46

US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 2 – Segment information:

Our business segments consist of our Imaging Services and our Real Estate Business. Our chief decision making officer considers income (loss) from continuing operations as the basis to measure segment profitability.

The following table summarizes important financial information about our business segments:

Year ended December 31, 2007	Imaging Services			Real Estate			Total
Revenues from external customers	$	12,023,484		$	288,610		$	12,312,094
Intersegment revenues, eliminated		--			263,451			263,451
Interest expense		(540,525	)		(268,283	)		(808,808	)
Depreciation and amortization		(659,536	)		(119,065	)		(778,601	)
(Loss) income from continuing operations		(305,499	)		85,167			(220,332	)
Expenditures for additions to property    and equipment		(163,947	)		(10,780	)		(174,727	)
Total assets		9,272,423			3,808,337			13,080,760

Year ended December 31, 2006	Imaging Services			Real Estate			Total
Revenues from external customers	$	9,098,629		$	201,066		$	9,299,695
Intersegment revenues, eliminated		--			240,874			240,874
Interest expense		(247,249	)		(271,136	)		(518,385	)
Depreciation and amortization		(251,761	)		(106,298	)		(358,059	)
(Loss) from continuing operations		(967,408	)		(263,559	)		(1,230,967	)
Expenditures for additions to property    and equipment		(810,714	)		--			(810,714	)
Total assets		6,360,985			3,827,220			10,188,205

47

US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 3 – Accounts and notes receivable:

Accounts receivable:

Accounts receivable consisted of the following:

	December 31,
	2007			2006
Imaging accounts receivables	$	3,507,906		$	1,836,202
Rent receivable		256,758			120,216
		3,764,664			1,956,418
Allowance for doubtful accounts		(18,200	)		(18,200	)
Net accounts receivable	$	3,746,464		$	1,938,218

Our imaging accounts receivable are highly concentrated among third party payors. The following table summarizes the gross imaging receivable by payor and patient obligations as a percent of the total.

	December 31,
	2007			2006
Medicare		42	%		44	%
Other third-party payors		27	%		25	%
Blue Cross and Blue Shield		17	%		15	%
Workers’ Compensation		11	%		8	%
Patient obligations		3	%		8	%
		100	%		100	%

Notes receivable:

Notes receivable consists of three notes receivable arising from our sale of a discontinued business during 2007 (See Note 12). The notes receivable bear interest at 5.0% to 9.0% per annum and require either monthly or annual principal and interest payments through 2009. We carry our notes receivable at historical cost as held-to-maturity investments.

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US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 4 – Property and equipment:

Property and equipment consisted of the following:

	December 31,
	2007			2006
Land, buildings and improvements	$	5,455,605		$	5,444,825
Diagnostic and imaging equipment		2,975,166			441,020
Computer equipment		1,438,870			1,222,865
Furniture and fixtures		381,472			447,114
		10,251,113			7,555,824
Accumulated depreciation and amortization		(1,536,058	)		(869,743	)
Carrying value	$	8,715,055		$	6,686,081
Property and equipment acquired under capital lease arrangements included in the above amounts:
Cost	$	4,968,744		$	2,300,394
Accumulated amortization		(782,787	)		(246,342	)
Carrying value	$	4,185,957		$	2,054,052

Land, buildings and certain equipment with carrying value of $2,564,398 and $2,604,306 at December 31, 2007 and 2006, respectively (which are net of $172,204 and $121,515 of accumulated depreciation, respectively) are substantially leased to third-party tenants (See Note 10).

49

US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 5 – Credit facilities and long-term debt:

Our bank credit facilities, which expired in February 2008, provided for maximum borrowings of $2,000,000 and are secured by our consolidated accounts receivable and property and equipment. As of December 31, 2007 and 2006 we owed $1,984,002 and $1,412,456, respectively, on these credit facilities. The facilities bear interest at 8.25% and 7.75% per annum at December 31, 2007 and 2006, respectively. The facilities are guaranteed by our subsidiaries and our members. While the lender has the right to require immediate payment of amounts outstanding, they have not done so. Our management is currently negotiating with the lender to extend, restructure or replace the credit facilities. However, there can be no assurances that our management will be successful in these negotiations or that the lender will not call the balance as immediately payable.

Long-term debt consisted of the following:

	December 31,
Arrangement	2007			2006
6.09% per annum mortgage note, payable in monthly installments of $19,118, through January 2029	$	2,500,432		$	2,572,854
8.05% per annum mortgage note, payable in monthly installments of $10,164, through 2011		1,155,318			1,181,825
Other, payable in monthly installments of $661 through October 2009 at 3.8% per annum		15,991			22,513
		3,671,741			3,777,192
Less current maturities		(112,487	)		(105,451	)
Long-term debt	$	3,559,254		$	3,671,741
Maturities of our long-term debt during the years ending December 31 are as follows:
2008	$	112,487
2009		121,593
2010		120,893
2011		1,154,537
2012		98,147
Thereafter		2,064,084
	$	3,671,741

Our mortgage notes are secured by our land and buildings.

50

US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 6 – Variable interest entities:

We have entered into a contractual agreement as co-signer on the 6.09% per annum mortgage note, which has been recorded on Axcess Diagnostics Building Bradenton, LLC’s books.  Also, we have entered into certain unconditional guaranties on Axcess Diagnostics Building, LLC’s 8.05% per annum mortgage note and Axcess Management Group, LLC’s capital lease obligation.  These long-term debt and capital lease obligation are also guaranteed by our members, who are also members of these entities.

Based on our evaluation, we have determined that these entities meet the criteria of variable interest entities under FIN No. 46(R) and that we are the primary beneficiary of these variable interest entities since they do not have sufficient equity at risk and or decision making authority for them to finance their activities.

The following table summarizes the contribution to our consolidated balance sheets and income (loss) from continuing operations of consolidating variable interest entities (“VIEs”), where we are the primary beneficiary, as of and for the years ended December 31, 2007 and 2006:

	2007					2006
	VIEs			Consolidated		VIEs			Consolidated
Current assets	$	136,801		$	4,164,354	$	45,742		$	3,332,900
Property and equipment, net		3,616,032			8,715,055		3,723,553			6,686,081
Other assets		55,504			201,351		57,925			169,224
	$	3,808,337		$	13,080,760	$	3,827,220		$	10,188,205
Current liabilities	$	45,792		$	5,055,197	$	156,066		$	4,852,695
Long-term debt and capital    lease obligations		3,794,620			7,528,004		3,859,936			4,943,327
Non-controlling interests		--			188,284		--			116,744
Members’ equity (deficit)		(32,075	)		309,275		(188,782	)		275,439
	$	3,808,337		$	13,080,760	$	3,827,220		$	10,188,205

Income (loss) from    continuing operations $ 85,167 $ (220,332 ) $ (263,559 ) $ (1,230,967 )

Consistent with traditional consolidation principles, non-controlling interest in the income (loss) of variable interest entities where we are the primary beneficiary is limited to the basis in the entities. Accordingly, we have suspended recognizing non-controlling interest in the losses of variable interest entities that have exhausted their equity. As a result, the aggregate members’ equity in variable interest entities differs from non-controlling interests carried on our consolidated balance sheets.

We are the co-signer and or guarantor to substantially all of the long-term debt and capital lease obligations recorded by the VIEs as of December 31, 2007 and 2006, respectively as disclosed above.

51

US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 7 – Commitments and contingencies:

Leasing arrangements – We lease office space, imaging equipment and office equipment under cancellable and non-cancellable operating leases and capital leases. Future minimum lease payments for both operating and capital leases are as follows:

Year ending December 31:	Operating Leases		Capital Leases
2008	$	2,242,003	$	1,180,798
2009		2,013,045		997,486
2010		1,643,859		928,777
2011		1,517,862		891,164
2012		333,354		509,586
Thereafter		1,415,415		--
	$	9,165,538		4,507,811
Less amount representing interest				(767,986	)
Capital lease obligations				3,739,825
Less current obligations				(895,119	)
Capital lease obligations, non-current			$	2,844,706

Rent expense amounted to $2,582,929 and $2,147,355 during the years ended December 31, 2007 and 2006, respectively, and is included in the captions Medical equipment rental and maintenance and Facility costs in our consolidated statements of operations.

Medical malpractice claims – There have been no medical malpractice claims filed against our companies as of the filing date of this report. Further, we are not aware of any material unasserted medical malpractice claims. These claims are a business risk and we carry both professional and general liability insurance at levels we believe is necessary to manage this risk.

Litigation, claims and assessments – One legal action has been filed against us by Advanced Data Systems Corporation (“ADS”) in the form of a demand for AAA Arbitration. The nature of the dispute is for breach of contract and specific performance. The claim is for $134,100. The allegation relates to the installment by ADS of software for medical practice management systems. We have defended on the basis of a violation of express warranties and implied warranties. We also claimed a right to offset against any amount allegedly remaining due, with offset was reflected in the cost to purchase a replacement system at $143,160. Finally, we have instituted a counterclaim in the amount of $15,149 representing the down payment and the lease fee paid to the finance company. The pleadings have been closed and the parties are awaiting assignment of an arbitrator. Management is contesting this case vigorously. Based on the clear defense of non-functionality of the system, we believe the final disposition of this matter will not have a material adverse effect on our consolidated financial position, results of operations, or liquidity.

52

US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 7 – Commitments and contingencies (continued):

We are otherwise subject to other legal proceedings and claims, which arise in the ordinary course of our business. Although occasional adverse decisions or settlements may occur, we believe that the final disposition of such matters should not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

Note 8 – Related party transactions:

Long-term debt, related parties consisted of the following:

	December 31,
Arrangement	2007			2006
10.0% per annum notes payable with interest only through May 2008, followed by monthly installments of principal and interest payments of $39,722 commencing June 2009 and maturing in May 2012	$	1,100,000		$	--
6.0% per annum notes payable in monthly installments of principal and interest through maturities in 2011		148,000			148,000
6.75% - 7.0% per annum unsecured demand notes with interest payable annually		61,782			83,133
Unsecured non-interest bearing demand note		50,000			250,000
		1,359,782			481,133
Less current maturities		(235,738	)		(446,867	)
Long-term debt	$	1,124,044		$	34,266

Advances – We make advances to related parties, from time-to-time typically under informal demand, non-interest bearing arrangements.

Leasing arrangements – We rent one of our imaging facilities from a related party. Rent expense under this arrangement amounted to $565,268 and $86,176 during the years ended December 31, 2007 and 2006, respectively, which have been included in the caption facility costs. As of December 31, 2007 and 2006, accounts payable under this arrangement amounted to $322,406 and $23,225, respectively.

During our year ended December 31, 2006, we purchased the remaining minority interest in Axcess Diagnostics Bradenton, LLC in exchange for a 6.0% per annum face value of $150,000 notes payable originally due in monthly installments through 2011. We accounted for this transaction as a purchase that did not give rise to goodwill or other intangible assets. The current outstanding balance of these notes payable is $148,000 and we are in default on the payment terms.  Accordingly, these notes payable are classified as current liabilities in our consolidated balance sheets.

53

US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 9 – Members’ equity:

US Imaging Holding, LLC is a Nevada Limited Liability Company that was organized on November 14, 2001. Pursuant to the operating agreement, interests are ascribed to the members as their percentage of the combined interests of the Company, without member unit designation. Capital accounts are maintained for each member and reflect contributions, income (loss) allocations and distributions that are generally in accordance with each member’s respective percent interest. Generally, distributions are not required to be on a pro-rata basis. The Operating Agreement provides for a term of operation, and expires on December 31, 2050. Upon expiration and liquidation, distributions are made in accordance with member interests, except in circumstances where individual members have deficits in their capital accounts. In those instances, liquidating distributions are adjusted to give effect to replenishment of the deficiencies. Member interests are transferrable only in unique circumstances that include unanimous approval by all members.

Significant changes in members’ equity during the years ended December 31, 2007 and 2006 are as follows:

	Members’ Equity
Balance at January 1, 2006	$	303,266
Capital contributions		1,183,531
Distributions		(158,454	)
Net loss		(1,052,904	)
Balance at December 31, 2006		275,439
Distributions		(11,021	)
Net income		44,857
Balance at December 31, 2007	$	309,275

Note 10 – Leasing activities:

We lease a significant portion (representing approximately 70%) of one of our office buildings under operating lease arrangements principally with healthcare tenants. The office building, including improvements and equipment, has a carrying value of $2,564,398 as of December 31, 2007, which amount is net of $172,204 of accumulated depreciation.  As of December 31, 2007, non-cancelable future minimum rentals under our operating leases are as follows:

Years ending December 31:	Operating Leases
2008	$	226,084
2009		202,447
2010		165,932
2011		170,910
2012		176,038
Thereafter		304,592
	$	1,246,003

Our arrangements do not provide for contingent rentals. In addition, we currently have no asset retirement obligations related to real estate that we own.

54

US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 11 – Employee benefit plan:

We sponsor a defined benefit pension plan (the “401K Plan”) covering substantially all of our employees who have been employed one month. Our 401K Plan provides for employer matching after one full year of continuous service in amounts up to 50% of the employee’s elective deferral contribution, up to 6.0% of each employee’s compensation. During the years ended December 31, 2007 and 2006, our contributions amounted to $30,141 and $31,924, respectively.

Note 12 – Discontinued operations:

In February 2007, we discontinued our Axcess Diagnostics Pointe West (“Pointe West”) imaging center, a business within our Imaging Services Segment that we concluded was a component of the segment. We decided to sell this business primarily because of our concern over long-term profitability and our ability to gain significant market share in the market that the imaging center served.

The Pointe West Imaging Center was sold in July 2007. The sales price amounted to $516,900 that was paid in cash of $202,641 and notes receivable of $314,259. We recorded a gain of $238,907 on this sale. We have no continuing involvement with the business.

During our year ended December 31, 2004, we discontinued a business within our Imaging Services Segment by abandonment, which we also concluded was a component of the segment, for reasons similar to the Pointe West disposal. We continue to carry minimal asset and liability balances with respect to the 2004 business abandonment, which are being settled in the normal course of business.

The captions assets and liabilities of discontinued businesses in our consolidated balance sheets reflect the following:

	December 31,
	2007		2006
Assets:
Accounts receivable	$	35,951	$	144,976
Property and equipment		--		546,178
	$	35,951	$	691,154
Liabilities:
Accounts payable	$	850	$	110,978
Notes payable		72,488		509,069
	$	73,338	$	620,047

The caption discontinued operations on our consolidated statements of operations reflects the following:

	Years ended December 31,
	2007		2006
Net revenues	$	689,650	$	1,313,804
Net income	$	26,282	$	178,063
Gain on sale of business		238,907		--
	$	265,189	$	178,063

We have retained no contingent liabilities associated with the operation discontinued by sale.

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US Imaging Holding, LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 13 – Subsequent events:

Merger:

On May 2, 2008, we entered into a Securities and Exchange Agreement with Firstway Enterprises, Inc. (“Firstway”) pursuant to which Firstway acquired all of our equity interests in exchange for 40,952,189 shares of its common stock. Considering that, following the merger, our members control the majority of Firstway’s outstanding voting common stock, our management has assumed operational, management and governance control and Firstway effectively succeeded its otherwise minimal operations to those that are ours, US Imaging Holding, LLC is considered the accounting acquirer in this reverse-merger transaction. A reverse-merger transaction is considered, and accounted for as, a capital transaction in substance; it is equivalent to the issuance of our equity interests for the net monetary assets of Firstway, accompanied by a recapitalization. However, on the date of the merger, Firstway had no assets and deminimus liabilities. Accordingly, we have not recognized any goodwill or other intangible assets in connection with this reverse merger transaction. We are the surviving and continuing entity and the historical financials following the reverse merger transaction will be those of ours or US Imaging Holding, LLC and Subsidiaries.

Financing:

Also on May 2, 2008, following the merger, the newly combined organization entered into a financing arrangement with one investor that provided for the issuance of a face value of $1,000,000 convertible note and warrants to purchase 11,111,110 shares of Firstway common stock. The convertible note bears interest at 12.0% per annum and matures on May 2, 2010 with quarterly interest payment, which commencing June 30, 2008.  It is convertible at the investor’s option into shares of Firstway’s common stock at a conversion price of $0.18 per share. The warrants have exercise prices ranging from $0.24 to $0.30 per share and a term of four years with certain anti-dilution provisions.  The accounting for this financing transaction will be reflected in our consolidated financial statements during the next fiscal quarter. We have not yet completed our analysis of this financing arrangement.

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US Imaging Holding, LLC and Subsidiaries

Consolidated Balance Sheets

	March 31, 2008			December 31, 2007
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	296,791		$	140,986
Accounts receivable, net		3,497,835			3,746,464
Current portion of notes receivable		93,431			135,521
Advances due from related parties		74,612			74,662
Assets of discontinued businesses		34,624			35,951
Other current assets		38,274			30,770
Total current assets		4,035,567			4,164,354
Property and equipment, net		8,524,788			8,715,055
Notes receivable		--			33,986
Other assets		144,682			167,365
Total assets	$	12,705,037		$	13,080,760
Liabilities, Non-Controlling Interests and Members’ (Deficit) Equity
Current liabilities:
Bank credit facilities	$	1,984,002		$	1,984,002
Accounts payable		1,373,325			1,275,480
Accounts payable, related parties		411,567			322,406
Accrued liabilities		269,182			156,627
Current portion of capital lease obligations		903,706			895,119
Current portion of long-term debt, related parties		228,721			235,738
Current portion of long-term debt		121,603			112,487
Liabilities of discontinued businesses		70,112			73,338
Total current liabilities		5,362,218			5,055,197
Long-term debt		3,522,325			3,559,254
Capital lease obligations		2,719,792			2,844,706
Long-term debt, related parties		1,130,061			1,124,044
Total liabilities		12,734,396			12,583,201
Commitments and contingencies (Note 6)		--			--
Non-controlling interests in variable    interest entities		244,565			188,284
Members’ (deficit) equity		(273,924	)		309,275
Total liabilities, non-controlling            interests and members’ (deficit) equity	$	12,705,037		$	13,080,760

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

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US Imaging Holding, LLC and Subsidiaries

Consolidated Statements of Operations

	Three months ended March 31,
	2008			2007
	(Unaudited)			(Unaudited)
Net patient revenues	$	2,957,117		$	3,180,985
Rental income		88,477			60,023
		3,045,594			3,241,008
Operating costs and expenses:
Labor and related costs		799,659			905,315
Medical equipment rental and maintenance		793,674			634,858
Radiology costs		488,385			287,018
General and administrative		538,673			380,414
Depreciation and amortization		265,805			124,715
Medical and other supplies		233,329			212,579
Facility costs		181,728			147,678
Advertising expense		43,639			69,196
Total operating costs and expenses		3,344,892			2,761,773
Operating (loss) income		(299,298	)		479,235
Other (expense):
Interest expense		(226,129	)		(216,056	)
(Loss) income before non-controlling interests in variable    interest entities and discontinued operations		(525,427	)		263,179
Non-controlling interests in income     of variable interest entities		(56,281	)		(20,363	)
Loss from continuing operations		(581,708	)		242,816
Discontinued operations:
Net (loss) income of discontinued business		(490	)		50,640
Net (loss) income	$	(582,198	)	$	293,456

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

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US Imaging Holding, LLC and Subsidiaries

Consolidated Statements of Cash Flows

	Three months ended March 31,
	2008			2007
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net (loss) income	$	(582,198	)	$	293,456
Adjustments to reconcile net (loss) income to       net cash provided by (used in) operating activities:
Depreciation and amortization		265,805			124,715
Non-controlling interests		56,281			20,363
Discontinued operations		490			(50,640	)
Changes in operating assets and liabilities       of continuing operations:
Accounts receivable		248,629			(1,108,342	)
Other operating assets		14,493			105,124
Accounts payable and accrued liabilities		299,559			148,617
Net cash provided by (used in) operating activities of    continuing operations		303,059			(466,707	)
Cash flows from investing activities:
Collections on notes receivable		76,076			--
Collections of net advances due from related parties		50			60,391
Purchases of property and equipment		--			(44,455	)
Net cash provided by investing activities    of continuing operations		76,126			15,936
Cash flows from financing activities:
Principal payments on long-term debt       and capital lease obligations		(218,991	)		(354,897	)
Payments on related long-term debt, related parties		(1,000	)		(271,351	)
Distributions to members		(1,000	)		(3,000	)
Net increase in bank credit facilities		--			421,993
Proceeds from long-term debt		--			249,800
Net cash (used in) provided by financing activities    of continuing operations		(220,991	)		42,545

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

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US Imaging Holding, LLC and Subsidiaries

Consolidated Statements of Cash Flows

(Continued)

	Three months ended March 31,
	2008			2007
	(Unaudited)			(Unaudited)
Net increase (decrease) in cash and cash equivalents    from continuing operations		158,194			(408,226	)
Net increase (decrease) in cash and cash equivalents    from discontinued operations:
Operating activities		1,327			132,696
Investing activities		--			--
Financing activities		(3,716	)		(110,464	)
Net increase (decrease) in cash and cash equivalents		155,805			(385,994	)
Cash and cash equivalents at the beginning of the period		140,986			481,589
Cash and cash equivalents at the end of the period	$	296,791		$	95,595
Supplemental disclosures of cash flow information:
Cash paid during the period for interest:
Continuing operations	$	226,129		$	216,056
Discontinued operations	$	490		$	11,485
Non-cash investing and financing activities       of continuing operations:
Acquisition of property and equipment under             capital lease arrangements	$	74,852		$	4,635

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

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US Imaging Holding, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 1 – Basis of presentation, nature of business, liquidity and management’s plans:

Basis of presentation:

Our unaudited consolidated financial statements as of March 31, 2008 and for the three months ended March 31, 2008 and 2007 have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with interim reporting standards of the Securities and Exchange Commission. Accordingly, they do not include all of the disclosures required under Generally Accepted Accounting Principles. However, in our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of our financial position as of March 31, 2008, and our results of operations and cash flows for the three months ended March 31, 2008 and 2007 have been included in their preparation. Our unaudited consolidated financial statements should be read in conjunction with our annual consolidated financial statements and management’s discussion and analysis included elsewhere herein. Finally, interim financial information is not necessarily indicative of the results of operations that may be expected for our year ending December 31, 2008 or subsequent quarters.

Nature of business:

US Imaging Holding, LLC (the “Company” or “We” or “Our”) is a Nevada Limited Liability Company that was organized on November 14, 2001. We provide diagnostic imaging services for physicians, individuals and managed care organizations through our integrated network of imaging centers located in the Southwest region of Florida. Our services include magnetic resonance imaging, or MRI, positron emission tomography, or PET, computed tomography, or CT, and other technologies. These services are noninvasive techniques that generate representations of internal anatomy on film or digital media, which are used by physicians for the diagnosis and assessment of diseases and disorders. We also generate revenue from leasing our real estate holdings located in the Southwest region of Florida principally to commercial customers.

Liquidity and management’s plans:

As reflected in our consolidated statements of operations, we incurred a net loss from our continuing operations of ($581,708) for the three months ended March 31, 2008. We also incurred net losses from our continuing operations amounting to ($220,332) and ($1,230,967) during the years ended December 31, 2007 and 2006, respectively.  We have a member deficit of ($273,924) at March 31, 2008.  In addition, as of March 31, 2008, we have a working capital deficiency of ($1,326,651) and our bank line of credit facilities, with total outstanding balance of ($1,984,002), have expired and are due.  These conditions raise substantial doubt surrounding our ability to continue as a going concern for a reasonable period.

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US Imaging Holding, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 1 – Basis of presentation, nature of business, liquidity and management’s plans (continued):

Our management is developing plans to alleviate the negative trends and conditions described above. As more fully described in Note 10, we entered into a merger and financing transaction on May 2, 2008 that provided $1,000,000 in gross proceeds to the post-merger combined companies, from the sale of convertible notes and warrants. In addition, our management is currently negotiating with financial institutions to restructure our current indebtedness to extend existing terms as well as provide additional term and revolving credit. Finally, our management is currently reviewing our operating and cost structure and believes that there are opportunities for cost curtailment.

Our ability to continue as a going concern is dependent on our creditor’s willingness to extend and restructure our existing bank line of credit or our ability to obtain alternative financing under terms and conditions that are suitable to our management. There can be no assurances that the creditors will not call as due and payable the bank line of credit or that our management will be successful in identifying and closing new financing arrangements. Ultimately, our ability to continue as a going concern is dependent upon the achievement of profitable operations. The accompanying financial statements do not include any adjustments that arise from this uncertainty.

Note 2 – Segment information:

Our business segments consist of our Imaging Services and our Real Estate Business. Our chief decision making officer considers income (loss) from continuing operations as the basis to measure segment profitability.

The following table summarizes important financial information about our business segments:

Three-months ended March 31, 2008 (unaudited)	Imaging Services			Real Estate			Total
Revenues from external customers	$	2,957,117		$	88,477		$	3,045,594
Intersegment revenues, eliminated		--			67,844			67,844
Interest expense		(160,489	)		(65,640	)		(226,129	)
Depreciation and amortization		(237,250	)		(28,555	)		(265,805	)
Income (loss) from continuing operations		(647,312	)		65,604			(581,708	)
Expenditures for additions to property    and equipment		--			--			--
Total assets	$	8,947,741		$	3,757,296		$	12,705,037

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US Imaging Holding, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 2 – Segment information (continued):

Three-months ended March 31, 2007 (unaudited)	Imaging Services			Real Estate			Total
Revenues from external customers	$	3,180,985		$	60,023		$	3,241,008
Intersegment revenues, eliminated		--			61,416			61,416
Interest expense		(149,139	)		(66,917	)		(216,056	)
Depreciation and amortization		(94,949	)		(29,766	)		(124,715	)
Income (loss) from continuing operations		238,990			3,826			242,816
Expenditures for additions to property    and equipment		(44,455	)		--			(44,455	)
Total assets	$	6,802,960		$	3,776,765		$	10,579,725

Note 3 – Accounts and notes receivable:

Accounts receivable:

Accounts receivable consisted of the following:

	March 31, 2008			December 31, 2007
	(Unaudited)
Imaging accounts receivables	$	3,283,800		$	3,507,906
Rent receivable		232,235			256,758
		3,516,035			3,764,664
Allowance for doubtful accounts		(18,200	)		(18,200	)
Net accounts receivable	$	3,497,835		$	3,746,464

Our imaging accounts receivable are highly concentrated among third party payors. The following table summarizes the gross imaging receivable by payor and patient obligations as a percent of the total.

	March 31, 2008			December 31, 2007
	(Unaudited)
Medicare		42	%		42	%
Other third-party payors		29	%		27	%
Blue Cross and Blue Shield		15	%		17	%
Workers’ Compensation		12	%		11	%
Patient obligations		2	%		3	%
		100	%		100	%

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US Imaging Holding, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 3 – Accounts and notes receivable (continued):

Notes receivable:

Notes receivable consists of three notes receivable arising from our sale of a discontinued business during 2007 (See Note 8). The notes receivable bear interest at 5.0% to 9.0% per annum and require either monthly or annual principal and interest payments through 2009. We carry our notes receivable at historical cost as held-to-maturity investments.

Note 4 – Property and equipment:

Property and equipment consisted of the following:

	March 31, 2008			December 31, 2007
	(Unaudited)
Land, buildings and improvements	$	5,459,998		$	5,455,605
Diagnostic and imaging equipment		2,975,166			2,975,166
Computer equipment		1,509,329			1,438,870
Furniture and fixtures		381,471			381,472
		10,325,964			10,251,113
Accumulated depreciation and amortization		(1,801,176	)		(1,536,058	)
Carrying value	$	8,524,788		$	8,715,055
Property and equipment acquired under capital  lease arrangements included in the above amounts:
Cost	$	5,039,202		$	4,968,744
Accumulated depreciation and amortization		(986,571	)		(782,787	)
Carrying value	$	4,052,631		$	4,185,957

Land, buildings and certain equipment with carrying value of $2,551,717 and $2,564,398 at March 31, 2008 and December 31, 2007, respectively (which are net of $184,885 and $172,204 of accumulated depreciation, respectively) are substantially leased to third-party tenants.

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US Imaging Holding, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 5 – Variable interest entities:

We have entered into a contractual agreement as co-signer on the 6.09% per annum mortgage note, which has been recorded on Axcess Diagnostics Building Bradenton, LLC’s book.  Also, we have entered into certain unconditional guaranties on Axcess Diagnostics Building, LLC’s 8.05% per annum mortgage note and Axcess Management Group, LLC’s capital lease obligation.  These long-term debt and capital lease obligation are also guaranteed by our members, who are also members of these entities.

Based on our evaluation, we have determined that these entities meet the criteria of variable interest entities under FIN No. 46(R) and that we are the primary beneficiary of these variable interest entities since they do not have sufficient equity at risk and or decision making authority for them to finance their activities.

The following table summarizes the contribution to our consolidated balance sheets and income (loss) from continuing operations of consolidating variable interest entities (“VIEs”), where we are the primary beneficiary, as of March 31, 2008 and December 31 2007 and for the three months ended March 31, 2008 and 2007 are as follows:

	March 31, 2008 (Unaudited)					December 31, 2007
	VIEs		Consolidated			VIEs			Consolidated
Current assets	$	110,288	$	4,035,567		$	136,801		$	4,164,354
Property and equipment, net		3,588,163		8,524,788			3,616,032			8,715,055
Other assets		58,844		144,682			55,504			201,351
	$	3,757,295	$	12,705,037		$	3,808,337		$	13,080,760
Current liabilities	$	31,629	$	5,362,218		$	45,792		$	5,055,197
Long-term debt and capital    lease obligations		3,636,855		7,372,178			3,794,620			7,528,004
Non-controlling interests		--		244,565			--			188,284
Members’ equity (deficit)		88,811		(273,924	)		(32,075	)		309,275
	$	3,757,295	$	12,705,037		$	3,808,337		$	13,080,760

	Three months ended March 31, 2008 (Unaudited)					Three months ended March 31, 2007 (Unaudited)
	VIEs		Consolidated			VIEs		Consolidated
Income (loss) from continuing operations	$	65,604	$	(581,708	)	$	3,827	$	242,816

Consistent with traditional consolidation principles, non-controlling interest in the income (loss) of variable interest entities where we are the primary beneficiary is limited to the basis in the entities. Accordingly, we have suspended recognizing non-controlling interest in the losses of variable interest entities that have exhausted their equity.  As a result, the aggregate members’ equity in variable interest entities differs from non-controlling interests carried on our consolidated balance sheets.

We are the co-signer and or guarantor to substantially all of the long-term debt and capital lease obligations recorded by the VIEs as of March 31, 2008 and December 31, 2007, respectively as disclosed above.

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US Imaging Holding, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 6 – Commitments and contingencies:

Leasing arrangements – We lease office space, imaging equipment and office equipment under cancellable and non-cancellable operating leases and capital leases. Future minimum lease payments for both operating and capital leases are as follows:

	Operating Leases		Capital Leases
Nine-months ending December 31, 2008	$	1,764,109	$	885,599
Year ending December 31:
2009		2,013,045		997,486
2010		1,643,859		928,777
2011		1,517,862		891,164
2012		333,354		509,586
Thereafter		1,415,415		--
	$	8,687,644		4,212,612
Less amount representing interest				(589,114	)
Capital lease obligations				3,623,498
Less current obligations				(903,706	)
Capital lease obligations, non-current			$	2,719,792

Rent expense amounted to $623,769 and $542,394 during the three months ended March 31, 2008 and 2007, respectively, and is included in the captions Medical equipment rental and maintenance and Facility costs in our consolidated statements of operations.

Medical malpractice claims – There have been no medical malpractice claims filed against our companies as of the filing date of this report. Further, we are not aware of any material unasserted medical malpractice claims. These claims are a business risk and we carry both professional and general liability insurance at levels we believe is necessary to manage this risk.

Litigation, claims and assessments – One legal action has been filed against us by Advanced Data Systems Corporation (“ADS”) in the form of a demand for AAA Arbitration. The nature of the dispute is for breach of contract and specific performance. The claim is for $134,100. The allegation relates to the installment by ADS of software for medical practice management systems. We have defended on the basis of a violation of express warranties and implied warranties. We also claimed a right to offset against any amount allegedly remaining due, with offset was reflected in the cost to purchase a replacement system at $143,160. Finally, we have instituted a counterclaim in the amount of $15,149 representing the down payment and the lease fee paid to the finance company. The pleadings have been closed and the parties are awaiting assignment of an arbitrator. Management is contesting this case vigorously. Based on the clear defense of non-functionality of the system, we believe the final disposition of this matter will not have a material adverse effect on our consolidated financial position, results of operations, or liquidity.

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US Imaging Holding, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 6 – Commitments and contingencies (continued):

We are otherwise subject to other legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, we believe that the final disposition of such matters should not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

Note 7 – Related party transactions:

Long-term debt, related parties consisted of the following:

Arrangement	March 31, 2008			December 31, 2007
10.0% per annum notes payable with interest only through May 2008, followed by monthly installments of principal and interest payments of $39,722 commencing June 2009 and maturing in May 2012	$	1,100,000		$	1,100,000
6.0% per annum notes payable in monthly installments of principal and interest through maturities in 2011		148,000			148,000
6.75% - 7.0% per annum unsecured demand notes with interest payable annually		61,782			61,782
Unsecured non-interest bearing demand note		49,000			50,000
		1,358,782			1,359,782
Less current maturities		(228,721	)		(235,738	)
Long-term debt	$	1,130,061		$	1,124,044

Advances – We make advances to related parties, from time-to-time typically under informal demand, non-interest bearing arrangements.

Leasing arrangements – We rent one of our imaging facilities from a related party. Rent expense under this arrangement amounted to $136,137 and $129,550 during the three months ended March 31, 2008 and 2007, respectively, which have been included in the caption facility cost. As of March 31, 2008 and December 31, 2007, the accounts payable under this arrangement amounted to $411,567 and $322,406, respectively.

During our year ended December 31, 2006, we purchased the minority interest in Axcess Diagnostics Bradenton, LLC in exchange for 6.0% per annum face value $150,000 notes payable originally due in monthly installments through 2011. We accounted for this transaction as a purchase that did not give rise to goodwill or other intangible assets. The current outstanding balance of these notes is $148,000 and we are in default on the payment terms. Accordingly, these notes are classified as current liabilities in our consolidated balance sheets.

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US Imaging Holding, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 8 – Discontinued operations:

In February 2007, we discontinued our Axcess Diagnostics Pointe West (“Pointe West”) imaging center, a business within our Imaging Services Segment that we concluded was a component of the segment. We decided to sell this business primarily because of our concern over long-term profitability and our ability to gain significant market share in the market that the imaging center served.

The Pointe West Imaging Center was sold in July 2007. The sales price amounted to $516,900 that was paid in cash of $202,641 and notes receivable of $314,259. We recorded a gain of $238,907 in July 2007. We have no continuing involvement with the business.

During our year ended December 31, 2004, we discontinued a business within our Imaging Services Segment by abandonment, which we also concluded was a component of the segment, for reasons similar to the Pointe West disposal. We continue to carry minimal asset and liability balances with respect to the 2004 business abandonment, which are being settled in the normal course of business.

The captions assets and liabilities of discontinued businesses in our consolidated balance sheets reflect the following:

	March 31, 2008		December 31, 2007
	(Unaudited)
Assets:
Accounts receivable	$	34,624	$	35,951
Property and equipment		--		--
	$	34,624	$	35,951
Liabilities:
Accounts payable	$	--	$	850
Notes payable		70,112		72,488
	$	70,112	$	73,338

The caption discontinued operations on our consolidated statements of operations reflects the following:

	Three months ended March 31,
	2008			2007
	(Unaudited)			(Unaudited)
Net revenues	$	--		$	311,112
Net (loss) income	$	(490	)	$	50,640
Gain on sale of business		--			--
	$	(490	)	$	50,640

We have retained no contingent liabilities associated with the operation discontinued by sale.

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US Imaging Holding, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 9 – Recent accounting pronouncements:

We have reviewed accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. We believe that the following impending standards may have an impact on our future filings. However, the applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

·   Effective January 1, 2008, we are required to adopt Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS No. 157” ) and SFAS No. 159,“The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115” (“SFAS No. 159”).  In February 2008, the Financial Accounting Standards Board (the “FASB”) issued FASB Staff Position (“FSP”) 157-2, “Effective Date of FASB Statement No. 157” (“FSP 157-2), which delayed the effective date of SFAS No. 157 for all non-financial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, until January 1, 2009.  We have not yet determined the impact that the implementation of FSP 157-2 will have on our non-financial assets and liabilities which are not recognized on a recurring basis; however, we do not anticipate the adoption of this standard will have a material impact on our consolidated financial position, results of operations or cash flows.  The partial adoption of SFAS No. 157 and the adoption of SFAS No. 159 did not have a material impact on our consolidated financial position, results of operations or cash flows.

·   In June 2007, the Accounting Standards Executive Committee issued Statement of Position 07-1, “Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies” (“SOP 07-1”).  SOP 07-1 provides guidance for determining whether an entity is within the scope of the AICPA Audit and Accounting Guide Investment Companies (the “Audit Guide”).  SOP 07-1 was originally determined to be effective for fiscal years beginning on or after December 15, 2007, however, on February 6, 2008, the FASB issued a final Staff Position indefinitely deferring the effective date and prohibiting early adoption of SOP 07-1 while addressing implementation issues.

·   In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations" ("SFAS No. 141(R)"), which establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in an acquiree, including the recognition and measurement of goodwill acquired in a business combination.  SFAS No. 141(R) is effective as of the beginning of the first fiscal year beginning on or after December 15, 2008.  Earlier adoption is prohibited and we are currently evaluating the effect, if any that the adoption will have on our consolidated financial position results of operations or cash flows.

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US Imaging Holding, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 9 – Recent accounting pronouncements (continued):

·   In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”.  This statement amends ARB No. 51 to establish accounting and reporting standards for the Non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary.  SFAS No. 160 will change the classification and reporting for minority interest and non-controlling interests of variable interest entities.  Following the effectiveness of SFAS No. 160, the minority interest and non-controlling interest of variable interest entities will be carried as a component of stockholders’ equity.  Accordingly, upon the effectiveness of this statement, we will begin to reflect non-controlling interest in our consolidated variable interest entities as a component of stockholders’ equity.  This statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008 and earlier adoption is prohibited.

·   In December 2007, the FASB ratified the consensus in EITF Issue No. 07-1, “Accounting for Collaborative Arrangements” (EITF 07-1). EITF 07-1 defines collaborative arrangements and requires collaborators to present the result of activities for which they act as the principal on a gross basis and report any payments received from (made to) the other collaborators based on other applicable authoritative accounting literature, and in the absence of other applicable authoritative literature, on a reasonable, rational and consistent accounting policy is to be elected. EITF 07-1 also provides for disclosures regarding the nature and purpose of the arrangement, the entity’s rights and obligations, the accounting policy for the arrangement and the income statement classification and amounts arising from the agreement.  EITF 07-1 will be effective for fiscal years beginning after December 15, 2008, and will be applied as a change in accounting principle retrospectively for all collaborative arrangements existing as of the effective date.  We have not yet evaluated the potential impact of adopting EITF 07-1 on our consolidated financial position, results of operations or cash flows.

·   In March 2008, the FASB” issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133” (“SFAS No. 161”).  SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows.  Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged.  We are currently evaluating the impact of SFAS No. 161, if any, will have on our consolidated financial position, results of operations or cash flows.

70

US Imaging Holding, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 9 – Recent accounting pronouncements (continued):

·   In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets”. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets”.  We are required to adopt FSP 142-3 on January 1, 2009.  The guidance in FSP 142-3 for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after adoption, and the disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, adoption.  We are currently evaluating the impact of FSP 142-3 on our consolidated financial position, results of operations or cash flows.

·   In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS No. 162").  SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (the GAAP hierarchy).  SFAS No. 162 will become effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles."  We do not expect the adoption of SFAS No. 162 will have a material effect on our consolidated financial position, results of operations or cash flows.

·   In May 2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1").  FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer's non-convertible debt borrowing rate.  FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis.  We are currently evaluating the potential impact, if any, of the adoption of FSP APB 14-1 on our consolidated financial position, results of operations or cash flows.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on our present or future consolidated financial statements.

71

US Imaging Holding, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 10 – Subsequent events:

Merger:

On May 2, 2008, we entered into a Securities and Exchange Agreement with Firstway Enterprises, Inc. (“Firstway”) pursuant to which Firstway acquired all of our equity interests in exchange for 40,952,189 shares of its common stock. Considering that, following the merger, our members control the majority of Firstway’s outstanding voting common stock, our management has assumed operational, management and governance control and Firstway effectively succeeded its otherwise minimal operations to those that are ours, US Imaging Holding LLC is considered the accounting acquirer in this reverse-merger transaction. A reverse-merger transaction is considered, and accounted for as, a capital transaction in substance; it is equivalent to the issuance of our equity interests for the net monetary assets of Firstway, accompanied by a recapitalization. However, on the date of the merger, Firstway had no assets and deminimus liabilities. Accordingly, we have not recognized any goodwill or other intangible assets in connection with this reverse merger transaction. We are the surviving and continuing entity and the historical financials following the reverse merger transaction will be those of ours or US Imaging Holding, LLC and Subsidiaries.

Financing:

Also on May 2, 2008, following the merger, the newly combined organization entered into a financing arrangement with one investor that provided for the issuance of a face value of $1,000,000 convertible note and warrants to purchase 11,111,110 shares of Firstway common stock. The convertible note bears interest at 12.0% per annum and matures on May 2, 2010 with quarterly interest payment, which commencing June 30, 2008.  It is convertible at the investor’s option into shares of Firstway’s common stock at a conversion price of $0.18 per share.  The warrants have exercise prices ranging from $0.24 to $0.30 per share and a term of four years with certain anti-dilution provisions.  The accounting for this financing transaction will be reflected in our consolidated financial statements during the next fiscal quarter. We have not yet completed our analysis of this financing arrangement.

72

Firstway Enterprises, Inc.

Unaudited Pro Forma Condensed Consolidated Financial Information

Explanatory Notes

On May 2, 2008, we entered into a Securities and Exchange Agreement with US Imaging Holding LLC pursuant to which we acquired all of their equity interests in exchange for 40,952,189 shares of our common stock. Considering that, following the merger, the members of US Imaging Holding LLC control the majority of our outstanding voting common stock, their management has assumed operational, management and governance control and we effectively succeeded our otherwise minimal operations to those that are theirs, US Imaging Holding LLC is considered the accounting acquirer in this reverse-merger transaction. A reverse-merger transaction is considered, and accounted for as, a capital transaction in substance; it is equivalent to the issuance of US Imaging Holding LLC equity interests for our net monetary assets, which are deminimus, accompanied by a recapitalization. Accordingly, we have not recognized any goodwill or other intangible assets in connection with this reverse merger transaction. US Imaging Holding, LLC and Subsidiaries are the surviving and continuing entities and the historical financials following the reverse merger transaction will be those of US Imaging Holding, LLC and Subsidiaries.

Also on May 2, 2008, following the merger, we entered into a financing arrangement with one investor that provided for the issuance of a face value of $1,000,000 convertible note and warrants to purchase 11,111,110 shares of our common stock.  The convertible note bears interest at 12% per annum and matures on May 2, 2010 with quarterly interest payment, which commencing June 30, 2008.  It is convertible at the option of the investor into shares of our common stock at a conversion price of $0.18 per share.  The warrants have exercise prices ranging from $0.24 to $0.30 per share and a term of four years with certain anti-dilution provisions.

The following unaudited pro forma condensed consolidated financial statements are presented to illustrate the pro forma effects of the merger between Firstway Enterprises, Inc. and US Imaging Holding, LLC on May 2, 2008 and the financing transaction that occurred on the merger date. We derived the historical consolidated financial information for US Imaging Holding, LLC from its consolidated financial statements included elsewhere herein. We derived the historical financial information for Firstway Enterprises, Inc. from its publicly available financial statements.

The unaudited pro forma condensed consolidated financial information is for illustrative purposes only. These companies may have performed differently had they actually been combined for the periods presented. You should not rely on the pro forma condensed consolidated financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined companies will experience after the merger. Unaudited pro forma financial information should be read in conjunction with the accompanying historical consolidated financial statements of US Imaging Holding, LLC and Management’s Discussion and Analysis included elsewhere in this report.

73

Firstway Enterprises, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

March 31, 2008

	Firstway			US Imaging			Pro forma Adjustments				Pro forma
Cash and equivalents	$	--		$	296,791		$	1,000,000		a	$	1,296,791
Accounts receivable, net		--			3,497,835			--				3,497,835
Other current assets		--			240,941			--				240,941
Total current assets		--			4,035,567			1,000,000				5,035,567
Property and equipment, net		--			8,524,788			--				8,524,788
Other assets		--			144,682			64,612		a		209,294
	$	--		$	12,705,037		$	1,064,612			$	13,769,649
Current maturities of debt, capital   lease obligations and related   party debt	$	--		$	3,238,032			--			$	3,238,032
Accounts payable, accrued   liabilities and other		--			2,124,186			--				2,124,186
Total current liabilities					5,362,218							5,362,218
Long-term debt, capital leases and   related party debt		--			7,372,178			235,660		a		7,607,838
Non-controlling interests		--			244,565			--				244,565
Stockholders’ equity:
Preferred stock, $.0001 par value;       20,000,000 shares authorized,       none issued		--			--			--				--
Common stock, $.0001 par value;       250,000,000 shares authorized;       31,340,000 shares issued in       historical column; 48,522,266       shares issued in pro forma column		3,134			--			1,718		b		4,852
Additional paid-in capital		--						764,340		a		965,963
								64,612		a
								141,863		c
								(4,852	)	b
Accumulated deficit		(3,134	)		--			(270,790	)	b		(415,787	)
								(141,863	)	c
Other equity		--			(273,924	)		273,924		b		--
Total stockholders’ equity		--			(273,924	)		828,952				555,028
	$	--		$	12,705,037		$	1,064,612			$	13,769,649

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.

74

Firstway Enterprises, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet (continued)

March 31, 2008

Pro forma adjustments give effect to the following:

a.   The $1,000,000 financing arrangement described in Note 3, which was a condition precedent to the merger transaction.

b.   The recapitalization contemplated in a reverse merger transaction, described in Note 1.

c.   Direct merge expenses, paid in common stock, that are required to be expensed.

75

Firstway Enterprises, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Three Months ended March 31, 2008

	Firstway			US Imaging			Pro forma Adjustments				Pro forma
Net revenues	$	--		$	3,045,594		$	--			$	3,045,594
Operating costs and expenses:
Labor and related costs		--			799,659			--				799,659
Medical equipment costs		--			793,674			--				793,674
General and administrative		5,500			538,673			--				544,173
Radiology costs		--			488,385			--				488,385
Medical and other supplies		--			233,329			--				233,329
Merger and consulting		--			--			480,152		a		480,152
Depreciation and amortization		--			265,805			--				265,805
Facility costs		--			181,728			--				181,728
Advertising expense		--			43,639			--				43,639
Total operating costs and expenses		5,500			3,344,892			480,152				3,830,544
Loss from operations		(5,500	)		(299,298	)		(480,152	)			(784,950	)
Interest expense		--			(226,129	)		(54,360	)	b		(288,566	)
								(8,077	)	b
Non-controlling interests		--			(56,281	)		--				(56,281	)
Loss from continuing operations	$	(5,500	)	$	(581,708	)	$	(542,589	)		$	(1,129,797	)
Loss per share from continuing    operations-basic and diluted	$	(0.00	)								$	(0.02	)
Weighted average shares		31,340,000						17,182,266		c		48,522,266

Pro forma adjustments give effect to:

a.   Costs of consultancy and merger agreements that were entered into as a condition of the merger (See Note 2).

b.   Amortization of debt discount and deferred finance costs arising from the financing (See Note 3).

c.   Incremental shares issued in connection with the merger, consultancy agreements and direct merger expenses (See Note 2).

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.

76

Firstway Enterprises, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year ended December 31, 2007

	Firstway			US Imaging			Pro forma Adjustments				Pro forma
Net revenues	$	--		$	12,312,094		$	--			$	12,312,094
Operating costs and expenses:
Labor and related costs		--			3,624,082			11,021		a		3,635,103
Medical equipment costs		--			2,910,525			--				2,910,525
General and administrative		3,134			1,320,479			---				1,323,613
Radiology costs		--			1,267,331			--				1,267,331
Medical and other supplies		--			819,672			--				819,672
Merger and consulting expense		--			--			818,437		b		818,437
Depreciation and amortization		--			778,601			--				778,601
Facility costs		--			717,955			--				717,955
Advertising expense		--			182,389			--				182,389
Total operating costs and expenses		3,134			11,621,034			829,458				12,453,626
(Loss) income from operations		(3,134	)		691,060			(829,458	)			(141,532	)
Other income (expense), net		--			(839,852	)		(304,912	)	c		(1,177,070	)
								(32,306	)	c
Non-controlling interests		--			(71,540	)		--				(71,540	)
Loss from continuing operations	$	(3,134	)	$	(220,332	)	$	(1,166,676	)		$	(1,390,142	)
Loss per share from continuing    operations-basic and diluted	$	(0.00	)								$	(0.03	)
Weighted average shares		31,340,000						17,182,266		d		48,522,266

Pro forma adjustments give effect to:

a.   The treatment of member distributions as compensation expense.

b.   Costs of consultancy and merger agreements that were entered into as a condition of the merger (See Note 2).

c.   Amortization of debt discount and deferred finance costs arising from the financing (See Note 3).

d.   Incremental shares issued in connection with the merger, consultancy agreements and direct merger expenses (See Note 2).

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.

77

Firstway Enterprises, Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

Note 1: Transaction Overview:

On May 2, 2008, we entered into a Securities and Exchange Agreement with US Imaging Holding LLC pursuant to which we acquired all of their equity interests in exchange for 40,952,189 shares of our common stock. Considering that, following the merger, the members of US Imaging Holding LLC control the majority of our outstanding voting common stock, their management has assumed operational, management and governance control and we effectively succeeded our otherwise minimal operations to those that are theirs, US Imaging Holding LLC is considered the accounting acquirer in this reverse-merger transaction. A reverse-merger transaction is considered, and accounted for as, a capital transaction in substance; it is equivalent to the issuance of US Imaging Holding LLC equity interests for our net monetary assets, which are deminimus, accompanied by a recapitalization. Accordingly, we have not recognized any goodwill or other intangible assets in connection with this reverse merger transaction. US Imaging Holding, LLC and Subsidiaries are the surviving and continuing entities and the historical financials following the reverse merger transaction will be those of US Imaging Holding, LLC and Subsidiaries.

Also on May 2, 2008, we entered in to a convertible note and warrant financing arrangement with one investor to whom we sold (i) a $1,000,000 face value, 12% per annum convertible note, with a two-year maturity due on May 2, 2010 (with quarterly interest payment, which commencing June 30, 2008) and convertible into our common stock at the investor’s option at $0.18 per share, (ii) warrants to purchase 5,555,555 of our common stock at $0.24 per share for four-years and (iii) warrants to purchase 5,555,555 shares of our common stock at $0.30 per share for four-years with certain anti-dilution provisions.

Note 2: Common Stock Transactions:

The following table summarizes the changes in our common stock that arose from the transactions:

Description	Number of Shares			Note
Common shares outstanding at March 31, 2008		31,340,000
Incremental changes in common shares:
Cancellation agreement, dated April 29, 2008		(29,840,000	)	(a)
Issuance of merger shares on May 2, 2008		40,952,189		(b)
Issuance of consultancy shares to Searchlight on May 2, 2008		3,758,749		(c)
Issuance of placement agent shares to Cypress on May 2, 2008        (excluding 750,235 shares that are contingent upon $2,000,000        of total financing)		1,523,203		(d)
Issuance of shares to counsel		788,125		(e)
Incremental common shares		17,182,266
Common shares outstanding immediately following the merger		48,522,266

78

Firstway Enterprises, Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

Note 2: Common Stock Transactions (continued):

(a)   We entered into a Stock Cancellation Agreement with our shareholders prior to the merger wherein they cancelled an aggregate of 29,840,000 shares of common stock, without compensation.

(b)   We issued 40,952,189 shares of common stock to the members of US Imaging Holding LLC for the purchase. As a result, the members of US Imaging Holding LLC own 96.5% of the voting common stock, prior to the additional issuances, and 84.4% after the additional issuances.

(c)   We issued 3,758,749 shares of common stock to Searchlight Advisers, having an estimated value of $676,575, for consulting services during the six months following the merger. We will record this amount as consultancy expense over the six month period of the consulting service term.

(d)   We issued 1,523,203 shares of common stock to Cypress Capital, having an estimated value of $274,177, in connection with the sale of convertible debt and warrants. We will record this amount as financing costs in connection with the financing arrangement. Such accounting will contemplate that the financing cost will be allocated between the debt (recorded as a deferred asset, subject to amortization) and warrants (recorded as a reduction of equity) based upon relative fair values of those instruments. Upon the closing of a financing with gross proceeds of over $2,000,000, we are committed to issuing Cypress Capital an additional 750,235 shares of common stock. We will account for those shares when and if such a financing closes.

(e)   We issued 788,125 shares of common stock to our securities counsel, having an estimated value of $141,863, for services directly related to the merger. Generally, direct costs of a reverse merger transactions may be capitalized up to the amount of cash received by the accounting acquirer. Since we had no cash balances on the merger date, this amount will be charged to expense on the merger date.

The pro forma adjustments required us to make estimates related to our fair value. In making these estimates, we have considered all available information, including the negotiated valuation arising from our recent convertible debt and warrant financing arrangement. We intend to perform a more thorough valuation for purposes of our impending accounting for the transactions reflected in this pro forma information.

Aggregate compensation expense arising from the additional issuances is reflected in the pro forma information in the amounts of $480,150 and $818,437 for the three-months ended March 31, 2008 and the year ended December 31, 2007.

Amortization of asset-classified direct financing costs arising from the additional issuances is reflected in the pro forma information in the amounts of $8,077 and $32,306 for the three-months ended March 31, 2008 and the year ended December 31, 2007, respectively. For purposes of the pro forma financial information, we have used the straight-line amortization method for deferred finance costs because we do not believe that amortization under the effective method is materially different for pro forma purposes.

79

Firstway Enterprises, Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

Note 3: Convertible debt and warrant financing:

On May 2, 2008, we entered in to a convertible note and warrant financing arrangement with one investor to whom we sold (i) a $1,000,000 face value, 12% per annum convertible note, with a two-year maturity due on May 2, 2010 (with quarterly interest payment, which commencing June 30, 2008) and convertible into our common stock at the investor’s option at $0.18 per share, (ii) warrants to purchase 5,555,555 of our common stock at $0.24 per share for four-years and (iii) warrants to purchase 5,555,555 shares of our common stock at $0.30 per share for four-years with certain anti-dilution provisions.

Based upon our preliminary evaluation of the financial instruments issued in this transaction, we believe that (i) the conversion option embedded in the convertible note achieves equity classification under the conventional convertible debt exemption and (ii) the warrants achieve equity classification under the criteria therefore. As a result, for purposes of the pro forma information, we have estimated the necessary information to present the financing transaction in accordance with accounting principles applicable to these transactions.

As summarized in the following table, we have allocated the proceeds to the financial instruments issued (convertible debt and warrants) based upon their relative fair values. This allocation gave rise to a beneficial conversion feature. That means that the effective conversion rate (that is, the proceeds allocated to the convertible notes divided by the indexed shares) is in-the-money. Beneficial conversion features are recorded as a component of stockholders’ equity. The remaining balance associated with the debt is amortized up to its future cash settlement value through periodic charges to interest expense using the effective interest method.

Financial instrument:	Estimated Fair Values		Proceeds Allocation
Convertible notes	$	1,032,850	$	235,660
Warrants		638,889		382,170
Beneficial conversion feature		--		382,170
	$	1,671,739	$	1,000,000

Financing costs paid to placement agents responsible for the financing in the form of common stock were allocated to deferred financing costs and additional paid-in capital based upon the fair values ascribed to debt and equity components, above. The following table summarizes the amounts associated with our estimated allocation.

Financial instrument:	Allocation
Deferred finance costs, subject to amortization	$	64,612
Additional paid in capital		209,565
	$	274,177

80

Firstway Enterprises, Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

Note 3: Convertible debt and warrant financing (continued):

Deferred finance costs are subject to amortization through charges to interest expense. Finance costs associated with financial instruments recorded in stockholders’ equity are accounted for as a direct charge to additional paid-in capital.

81

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIRSTWAY ENTERPRISES, INC.
Dated: June 17, 2008	By:	/s/ Stephen Miley, M.D.
		Name: Stephen Miley, M.D.
		Title: Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Secretary and Director

82

EX-4.1

Exhibit 4.1

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 2, 2008, by and among STEVEN POSNER IRREVOCABLE TRUST, U/T/A (the “Purchaser”), and FIRSTWAY ENTERPRISES, INC., a Delaware corporation (the "Company").

W I T N E S S E T H:

WHEREAS, the Company has acquired 100% of the outstanding membership interests of U.S. Imaging Holdings, LLC, a Nevada limited liability company ("U.S. Imaging"); and

WHEREAS, as a consequence of its acquisition of U.S. Imaging, the Company will be engaged in the diagnostic imaging business through the operations of three wholly owned subsidiaries of U.S. Imaging; and

WHEREAS, the Company requires additional capital to operate its diagnostic imaging business; and

WHEREAS, Purchaser wishes to purchase from the Company, and the Company wishes to sell and issue to Purchaser, certain securities of the Company, upon the terms and subject to the conditions set forth below.

NOW, THEREFORE, in consideration of the foregoing premises, which are true and correct and are incorporated herein, and the mutual covenants and agreements hereinafter contained, the Parties hereby agree as follows:

1.SALE AND PURCHASE OF SECURITIES.

1.1.Transaction. Upon the terms and subject to the conditions contained herein, at the Closing, as provided in Section 4 below, the Company shall sell, issue and deliver to the Purchaser, and the Purchaser shall purchase from the Company, free and clear of all liens, claims, charges, restrictions or encumbrances of any kind or nature (“Liens”), the following authorized but unissued securities of the Company:  i) a convertible debenture, in the face amount of $1,000,000, bearing interest at 12% per annum; such debenture (the "Debenture") shall be in substantially the form of Exhibit A attached hereto; and ii) Series A Stock Purchase Warrants to purchase up to 5,555,555 shares of the common stock of the Company, at a price of $.24 per share and Series B Stock Purchase Warrants to purchase up to 5,555,555 shares of common stock at a price of $.30 per share; such warrants (the "Warrants") shall be in substantially the form of Exhibit B attached hereto.  The Debenture and the Warrants are collectively referred to herein as the "Purchased Securities."

1.2.Purchase Price.  The aggregate cash purchase price for the Purchased Securities (the “Purchase Price”) shall be One Million Dollars ($1,000,000).  The Purchase Price shall be payable in immediately available funds at Closing.

2.REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  In order to induce the Purchaser to purchase the Purchased Securities, the Company hereby represents and warrants to Purchaser as follows:

1

2.1.Corporate Organization and Authority.  The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all requisite power and authority to own its properties, and carry on its business as now being conducted.

2.2.Capitalization.

2.2.1.The authorized capital stock of the Company consists of 270,000,000 shares consisting of 250,000,000 shares of common stock, $.0001 par value per share, of which  50,000,000 shares are issued and outstanding and 20,000,000 shares of Preferred Stock, $.0001 par value per share, none of which are issued and outstanding.  All of the outstanding shares were duly authorized for issuance and are validly issued, fully paid and non-assessable.

2.2.2.Excepting only the Debenture and the Warrants to be issued to Purchaser at Closing, there are no existing options, warrants, calls, rights, commitments, subscriptions, voting trusts or other agreements or arrangements of any character to which the Company is a party requiring, and there are no securities of the Company outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any shares of capital stock of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock of the Company.

2.2.3.The outstanding shares of common stock of the Company have not been issued in violation of, and are not subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar rights under any applicable law, the certificate of incorporation or by-laws of the Company, any written or oral contract or understanding to which the Company is subject, bound or a party,  or otherwise. There are no voting trusts or other contracts, agreements or understandings to which the Company is a party with respect to the voting of the capital stock of the Company.

2.2.4.Excepting only shares of common stock reserved for issuance upon conversion of the Debenture or exercise of the Warrants, there is no capital stock of the Company reserved for issuance for any purpose. There are no outstanding contractual obligations of the Company to provide funds or to make any investment (in the form of a loan, capital contribution or otherwise) in any other person or entity (a “Person”).  The Company (a) does not own or hold the right to acquire any capital stock or other equity securities of any Person, (b) does not have any direct or indirect equity or ownership interest in any other Person, and (c) is not a member of or participant in any partnership, joint venture, franchise agreement, licensee agreement or similar arrangement.

2.3.Proper Authorization and Execution.  The execution, delivery and performance of this Agreement and the agreements, documents and other instruments to be executed, delivered and performed in connection with or simultaneously with the transactions contemplated hereby (the “Related Agreements”) by the Company, and consummation of the transactions contemplated hereby and thereby, have been approved by the Company.  The Company has obtained all necessary approvals and consents to the transactions contemplated hereby and by the Related Agreements.  The Company has all power and authority required to enter into and perform this Agreement and the Related Agreements.  The issuance of the Debenture and the Warrants have been authorized and approved by the Company, and upon issuance of such Purchased Securities to Purchaser, Purchaser will have good and valid title to such securities, free and clear of any and all Liens.

2.4.Subsidiary.  U.S. Imaging is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada.  As of the Closing of the transactions contemplated by this Agreement, all of the issued and outstanding membership interests of U.S. Imaging are owned by the Company, free and clear of any and all Liens.

All subsequent representations and warranties by the Company set forth in this Section 2 shall be applicable to the Company and U.S. Imaging, separately and as a consolidated entity, and assumes the acquisition of U.S. Imaging.

2.5.No Breach Caused by Agreement.  The execution, delivery and performance of this Agreement and all the Related Agreements will not conflict with, violate or result in a breach of the provisions of, or constitute a default or result in the acceleration of any obligations under, or permit termination of, any agreement or instrument to which the Company is a party or by which any such party is bound, nor will it conflict with or violate the provisions of the Articles of Incorporation or Bylaws of the Company (or similar governing document), or of any law, judgment, decree, order, regulation or rule of any court or governmental authority or any covenant or restriction binding upon the Company, nor will it result in the imposition of any Lien upon any asset of the Company.

2.6.Securities Filings.  The Company is current in its reporting obligations with the Securities and Exchange Commission ("SEC") under Section 13 of the Securities Exchange Act of 1934, as amended, and all reports filed with the SEC comply with applicable requirements except for the Form 8-K Current Report to be filed in connection with the acquisition of US Imaging Holding LLC.

2.7.Title to Assets.  Except as set forth on Schedule 2.7, the Company has good, valid and insurable title to, or a valid leasehold interest in, all tangible and intangible assets of the Company, including all assets reflected on the Company's balance sheet as of December 31, 2007, free and clear of all Liens. The assets of the Company are sufficient to conduct the business of the Company as presently conducted.  Excepting only the premises in which U.S. Imaging's diagnostic imaging centers are located (which are owned by affiliates of the Company and leased to the Company), no assets owned or used by the Company are (a) owned by, used by, or leased or licensed to or from any affiliate of the Company, or (b) in the possession of any Person other than the Company.

2.8.Condition of Assets.  The Company's assets are presently, and will at the Closing be, in good order, condition and repair in all material respects, subject only to ordinary wear and tear, and are reasonably suitable for the purposes for which they are used.

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2.9.Operation of the Business.  Since December 31, 2007, the Company has: (a) maintained its assets in good order, condition and repair, reasonable wear and tear excepted; (b) carried on its business diligently and in substantially the same manner as it previously has been carried on; and (c) preserved its relationships with all customers, suppliers, vendors, dealers, distributors, manufacturers and sales representatives, referral sources and other persons or entities with whom the Company has business relationships and are material with respect to its business.  The Company has not:  (i) entered into or otherwise altered, modified or changed in any material respect, or terminated, any contract, commitment, or transaction not in the usual and ordinary course of the business and material to its business; (ii) sold or disposed of any assets other than in the ordinary course of business; (iii)  purchased any equipment, or other items requiring the expenditure of in excess of $10,000; or (iv) entered into or otherwise altered, modified or changed in any material respect, any personal or real property leases.

2.10.Absence of Material Changes.  Since December 31, 2007, there has not been:  (a) any material change in the business, financial condition, working capital or net worth of the Company, or in the operation of the business taken as a whole; (b) any damage, destruction or loss, whether covered by insurance or not, materially and adversely affecting the Company's assets and/or properties and/or its business; (c) any entry into, modification of or termination of any material commitment or transaction, including, without limitation, any borrowing or capital expenditure; or (d) any material change by the Company in accounting methods or principles.

2.11.Real Property.

2.11.1.The Company does not own any real property or any interests in real property. Schedule 2.11.1 sets forth a complete list of  all real property and interests in real property leased by the Company (individually, a “Leased Real Property” and collectively the “Leased Real Properties”), and the material terms of each lease for the Leased Real Properties.

2.11.2.The Company has a valid and enforceable leasehold interest under each of the leases for the Leased Real Properties to which it is a party, and no event has occurred or circumstance exists that constitutes a default or, with notice or lapse of time, or both, would constitute a default by the Company under any lease for the Leased Real Properties.  The rental rates for each of the Leased Real Properties is the fair market rental rate for each such property.

2.11.3.All of the land, buildings, structures and other improvements used by the Company in the conduct of its business are included in the Leased Real Properties. The Company is not a lessor or sublessor of, nor or does it make available for use to any Person, any Leased Real Property or any portion thereof.

2.12.Technology and Intellectual Property.

2.12.1.Schedule 2.12.1 lists all copyrights, trademarks, trade names, brand names, logos, service marks, patents, software and domain names, technology and any other proprietary rights owned or used by the Company, in all cases both domestic and foreign, and registered or unregistered, and applications for any and all of the foregoing (all items included or required to be included on such schedule, the “Intellectual Property”), and indicates whether the same is owned or licensed. With respect to registered Intellectual Property or applications therefor, Schedule 2.12.1 sets forth a list of all jurisdictions in which such items are registered or applied for.  The Company is the owner of record of any application, registration or grant for each item of Intellectual Property.  The Company has filed all documents and paid all taxes, fees, and other financial obligations required to maintain in force and effect all Intellectual Property.  To the best knowledge of the Company, the Intellectual Property does not infringe upon the intellectual property or other proprietary rights of any Person.

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2.12.2.The Company is the sole and exclusive owner of the Intellectual Property or has exclusive rights to use such Intellectual Property pursuant to a valid license.  The Company has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the Intellectual Property.  The Company owns or otherwise possesses valid and enforceable rights to use all Intellectual Property currently used in its business as presently conducted.

2.12.3.The Company is not under any obligation to pay any royalties or similar payments in connection with any intellectual property or technology.

2.12.4.Except as otherwise disclosed on Schedule 2.12.1, the Company has not granted any options, licenses or agreements of any kind relating to the Intellectual Property.

2.12.5.To the best knowledge of the Company, there has been no misappropriation of the Company's material trade secrets or other material Intellectual Property by any Person.

2.13.Material Contracts.

2.13.1.Schedule 2.13 sets forth all of the following written or oral contracts, agreements or understandings to which the Company is a party or by which it is bound (collectively, the “Material Contracts”), including any:

-   Consulting, employment, or medical director agreements (including agreements by employees, consultants or medical directors with respect to confidentiality, severance, non-competition and/or nonsolicitation);

-   Contracts with any physicians or other Persons who refer patients to the Company;

-   Contracts relating to leasing the Company's facilities to or otherwise providing imaging services on behalf of any other person;

-   Contracts relating to payments to the Company for health care services by any third-party payer, including commercial payers, Medicare, Medicaid, Tri-Care, or other governmental payers;

-   Covenants of the Company (or its employees or independent contractors) not to compete or solicit or other covenant restricting the development, marketing or distribution and delivery of the products and services of the Company or the engagement in any activity;

-   Contracts under which the Company has borrowed any money from, established a line of credit with, or issued any note, bond, debenture or other evidence of indebtedness to, any Person or any other note, bond, debenture or other evidence of indebtedness issued to any person;

-   Contracts under which (a) any Person has directly or indirectly guaranteed indebtedness, liabilities or obligations of the Company, or (b) the Company has directly or indirectly guaranteed indebtedness, liabilities or obligations of any Person;

-   Contracts for any joint venture, partnership, investment or similar arrangement;

-   Contracts providing for indemnification, or any power of attorney;

-   Contracts (including a purchase order) involving payment by the Company of more than $50,000, or extending for a term of more than 180 days from the date of this Agreement (unless terminable without payment or penalty upon no more than 60 days’ notice);

-   Contracts with any governmental entity;

-   Contracts providing for the services of any dealer, distributor, sales representative, franchisee or similar representative;

-   Any other contract to which the Company is a party or by or to which the Company or any of its property or assets or business is bound or subject to that has an aggregate future liability to any Person in excess of $50,000 and is not terminable by the Company by notice of not more than 60 days without payment or penalty;

-   Any leases, other than those listed in Schedule 2.9.1;

-   Any franchise agreement, license agreement or any similar contract; or

-   Any contract other than as set forth above to which the Company is a party or by which the Company's property or assets or business is bound or subject to that is material to the Company.

2.13.2.All Material Contracts are valid, binding and in full force and effect and are enforceable by the Company in accordance with their respective terms. The Company has performed all obligations required to be performed by it to date under all Material Contracts, and the Company is not (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder, and, to the best knowledge of the Company, no other party to any Material Contract is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder. The Company has not received any written notice of the intention of any party to terminate any Material Contract, nor does the Company have knowledge of any basis for such a termination. Complete and correct copies of all Material Contracts, together with all modifications and amendments thereto, have been delivered to the Purchaser.

2.14.Compliance With Laws.  The Company has complied in all material respects with, and is not in violation of, any applicable Federal, State, or local statute, law, or regulation (including, without limitation, any applicable building, zoning, environmental protection or other law, ordinance or regulation).  The Company has no liabilities relating to contamination of or remediation of the environment.  To the best knowledge of Seller, (i) there are no underground storage tanks located on the real property underlying any of such locations at which the Company conducts Business, (ii) there has not been any spill, disposal, discharge, storage or release of any Hazardous Material into, upon, from, or over such real property or into or upon ground or surface water on such real property, (iii) there are no asbestos-containing materials incorporated into any of the buildings or interior improvements that are part of any such real property, or into other assets of the Company, and there is no electrical transformer, fluorescent light fixture with ballasts, or other equipment containing PCBs on such real property.  As used in this paragraph, “Hazardous Material” means any hazardous or toxic substance, material, or waste that is regulated by any federal authority or by any state or local governmental authority where the substance, material, or waste is located.

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2.15.Governmental Program Participation; Regulatory Issues.

2.15.1.The Company is eligible to receive payment without restriction under Title XVIII of the Social Security Act (“Medicare”), and Title XIX of the Social Security Act ("Medicaid"), and is a provider with a valid and current provider agreement and a valid provider number with the federal Medicare Program and the Medicaid Program (the “Government Programs”), through authorized intermediaries.  The Company is in compliance with the conditions of participation for the Government Programs in all material respects.  There is not pending or, to the best knowledge of the Company, threatened any complaint, medical review, audit, overpayment, proceeding or investigation under the Government Programs involving the Company.  The Company's diagnostic imaging centers are in compliance with all Medicare statutes, rules and conditions of participation, including but limited to the federal Anti-Kickback Statute, 42 U.S.C. §1320a-7b(b), the federal Stark Law, 42 U.S.C. § 1395nn, and the regulations applicable to independent diagnostic testing facilities, and there are no outstanding statement or deficiencies of plans of correction that have not been accepted by or on behalf of Medicare.  The Company's diagnostic imaging centers are in compliance with all applicable state statutes, rules and regulations, including but not limited to the Patient Self-Referral Act, §456-053, Fla. Stat. and the Patient Brokering Act, §817.505, Fla. Stat.

2.15.2.The Company has filed and caused to be filed all material reports that are required to have been filed or made with respect to the payment for the Company's services by third party payors, including Government Programs and other insurance carriers.  The Company has maintained all records required of it under law.

2.15.3.(i)  Neither any current or former employee of the Company or any affiliate of the Company has been excluded from participating in any federal health care program (as defined in 42 U.S.C. §1320a-7b(f)), and (ii) none of the Company’s current officers, managers or directors (or holders of equivalent positions) have been excluded from Medicare or any federal health care program (as defined in 42 U.S.C. §1320a-7b(f)) or been subject to sanction pursuant to 42 U.S.C. §1320a-7a or 1320a-8, or been convicted of a crime described at 42 U.S.C.  §1320a-7b.

2.15.4.To the best knowledge of the Company, there is no action or event that will cause a material decrease in the number of patients served by the Company's diagnostic imaging centers after the Closing Date.

2.15.5.There exists no event, condition or other circumstances which, immediately or with a lapse of time, would materially adversely affect the Company's business, would constitute a violation of the conditions of participation in federal or state programs, or would be a violation of any statute or regulation concerning operation of such business.

2.15.6.The Company has all permits and licenses that are necessary to enable it to own and to carry on the diagnostic imaging business as presently conducted and to receive private and government payment for furnishing imaging services.  Section 2.15.6 of the Disclosure Schedule lists all of the permits, licenses, provider numbers and governmental contracts held by the Company relating to the business.  The permits, licenses, provider numbers and governmental contracts listed on Schedule 2.15.6 are valid and in full force and effect, and no violations of any such permits, licenses, provider numbers or governmental contracts have occurred or, to the best knowledge of the Company, have been threatened or alleged to have occurred.  Furthermore, no actions or proceedings are pending or, to the best knowledge of the Company, threatened, that would have the effect of terminating, revoking, limiting, suspending, restricting, impairing or otherwise affecting the use or renewal of any of the permits, licenses, provider numbers or governmental contracts.

2.15.7.No consent, approval, waiver or authorization from any third party  is necessary or required in connection with the transaction contemplated hereby or for the Company to continue operation as an outpatient rehabilitation facility following the Closing.

2.15.8.Except as disclosed on Schedule 2.15.8, the Company has not been notified of any injury or harm to a patient, allegedly caused by an act or omission of the Company.

2.15.9.The Company has not submitted any false or fraudulent claim to any third party, nor has the Company received any notice from any third party regarding any allegation of a billing mistake, overpayment claim, false claim or fraud.  All billing practices of the Company are in compliance with all applicable federal and state laws and regulations, and the Company has not billed for or received any payment or reimbursement in excess of amounts permitted by applicable federal and state laws and regulations. The Company has maintained all records required by law or regulation.  The Company has not solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, for the purpose of making or receiving any referral which violated any applicable anti-kickback law (including without limitation 42 U.S.C. § 1320a-7b(b)).  The Company has complied with all applicable security and privacy standards regarding protected health information under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and all applicable state privacy laws with respect to the Business.

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2.15.10.In connection with the Company's business, the Company has complied with all of the laws, rules and regulations of the Medicare programs and other governmental health care programs, and has filed all claims, invoices, returns and other forms in the manner prescribed.  All claims, invoices, returns and other forms made or submitted by the Company to Medicare or any other governmental health or welfare related entity since the inception of the Business are true, complete, correct and accurate.  No deficiency in any such claims, returns and other filings, including claims for overpayments or deficiencies for late filings, has been asserted or threatened by any federal or state agency or instrumentality or other provider reimbursement entities relating to Medicare claims.  The Company has not been subject to audit relating to fraudulent Medicare procedures or practices.  There is no basis for any claim or request for recoupment or reimbursement from the Company by any federal or state agency or instrumentality or other provider reimbursement entities relating to Medicare or Medicaid claims in connection with the Business.

2.16.Financial Statements.

2.16.1.Schedule 2.16.1 contains the unaudited balance sheet of the Company as of December 31, 2007, and the unaudited statement of income of the Company for the year ended December 31, 2007, (the financial statements described in this Section 2.16.1 are collectively referred to herein as the “Financial Statements”).  On or before June 1, 2008, the Company will provide Purchaser with audited Financial Statements.  The audited Financial Statements will show the Company's EBITDA for the fiscal year ended December 31, 2007 was not less than $1,305,343.  For purposes of this Agreement, EBITDA means earnings before interest payments, taxes, depreciation and amortization.

2.16.2.Each balance sheet included in the Financial Statements presents fairly the financial position of the Company as of the date thereof, and each income statement and cash flow statement included in the Financial Statements presents fairly the results of operations and cash flow of the Company for the period set forth therein, subject to the lack of footnotes. Each of the Financial Statements has been prepared in accordance with GAAP in all material respects applied on a consistent basis. The books, records and accounts of the Company accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Company.

2.17.Accounts Receivable.

All accounts receivable shown on the Financial Statements and all accounts receivable created thereafter arose from valid, arm’s length transactions in the ordinary course of business with non-affiliates, constitute valid claims of the Company, free and clear of all Liens, and are not and will not be subject to any valid claims or set off or other defense or counterclaims.  Reserves for amounts potentially uncollectible have been calculated in accordance with GAAP, applied consistently with prior periods, and are adequate in all material respects.

2.18.No Undisclosed Liabilities. The Company has no liabilities, except for liabilities set forth on the balance sheet contained in the Financial Statements (including any notes thereto).  Such liabilities arose solely in connection with the business of the Company.

2.19.Litigation.  Schedule 2.19 contains a listing of any and all suits, actions or proceedings pending, or, to the best knowledge of the Company, threatened against the Company and any and all judgments, decrees, injunctions, rules or orders of any court, governmental department, commission, agency, instrumentality or arbitrator outstanding against the Company (or any of the Company's directors and/or officers).

2.20.Employment and ERISA Matters.  Except as described on Schedule 2.20, neither the Company nor any controlled corporation or affiliated service group (within the meaning of Sections 414(b), (c) and (m) of the Internal Revenue Code of 1986, as amended, maintains or has maintained any employee benefit pension plan (as defined in Section 3(37) of ERISA) since the effective date of ERISA.  There is no suit, action or proceeding pending, or to the best knowledge of Company, threatened against the Company relating to ERISA matters which, if adversely determined, would materially and adversely affect the business, operations, or properties or the condition, financial or otherwise, of the Company.  The Company has no liabilities pursuant to ERISA.

2.21.Licenses, Permits, Etc.  The Company possesses all material licenses, permits and/or other authorizations and approvals (each, a “Permit”) necessary to conduct its business.  All such Permits are valid and in full force and effect. No violations are or have been recorded in respect of any Permit, no event has occurred or set of facts exist that would allow revocation or termination or that would result in the impairment of the Company's rights with respect to any such Permit, and no proceeding is pending or, to the best knowledge of the Company, threatened, to revoke, limit or enforce any Permit.

2.22.Taxes and Related Matters.  All returns and/or reports required by any taxing authority from the Company have been or will be timely filed, and all taxes required to have been paid (regardless of whether shown as due on such returns or reports) have been paid or adequately accrued for in the financial statements.  Further, with respect to any payment to a third party, in addition to the foregoing, the Company has withheld from such payment and paid over to the proper governmental authorities all amounts required to be so withheld and paid over.

2.23.Full Disclosure.  No representation or warranty by the Company contained in this Agreement, and no written statement, certificate, or document furnished by or on behalf of Company to Purchaser in connection with this Agreement, any Related Agreement or any transaction contemplated hereby or thereby, contains, as of the date on which made or reaffirmed, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which such statements were made, not misleading or necessary in order to provide a prospective purchaser of the Debenture and Warrants with full information as to the Company's business.  Neither this Agreement, any Related Agreement, any financial statements and/or other financial information, or any schedule, exhibit or certificate delivered in accordance with the terms hereof, or any document or statement in writing which has been supplied by or on behalf of the Company, or by any of Company's directors or officers, in connection with the transactions contemplated hereby, contain, any untrue statement of a material fact, or omits, or will omit, any statement of a material fact necessary in order to make the statements contained herein or therein not misleading.

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2.24.Survival.  The representations and warranties of the Company set forth in this Section 2 shall survive the Closing for the periods set forth in Section 5.1 below.

3.REPRESENTATIONS AND WARRANTIES OF PURCHASER.  In order to induce the Company to issue the Purchased Securities to Purchaser, Purchaser represents and warrants to the Company that it is acquiring the Purchased Securities solely for its own account for the purpose of investment and not with a view to resale or distribution thereof. The Purchaser will not sell, pledge or otherwise transfer any of the Purchased Securities unless the Purchased Securities have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws or unless it shall have delivered to the Company an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that exemptions from the registration requirements of the Securities Act and such state laws are available for the proposed transaction.

3.1.Proper Authorization and Execution.  The execution, delivery and performance of this Agreement and the Related Agreements, and consummation of the transactions contemplated hereby have been duly authorized and approved by Purchaser.

3.2.Accredited Invetor Status.  The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

3.3.Reliance on Exemptions.  The Purchaser understands that the Purchased Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Purhased Securities.

3.4.Survival.  The representations and warranties of Purchaser set forth in this Section 3 shall survive the Closing for the period set forth in Section 5.2 below.

4.CLOSING.  The transactions contemplated by this Agreement shall be consummated (the “Closing”) simultaneously with the execution of this Agreement.  At the Closing:

The Company shall deliver or cause to be delivered to Purchaser:

i)           the Debenture, free and clear of any and all Liens;

ii)           a certificate or certificates representing the Warrants, free and clear of any and all Liens;

iii)           certificates of good standing from the Secretary of State of Nevada and Florida, to the effect that each of the Company and U.S. Imaging (including its subsidiaries) is in good standing;

iv)           copies of resolutions of the Board of Directors of the Company authorizing this Agreement and the issuance of the Debenture and the Warrants, certified by the Secretary of the Company; and

v)           such other documents as Purchaser may reasonably require to give effect to the transactions contemplated hereby.

The Purchaser shall deliver to the Company the Purchase Price.

5.INDEMNIFICATION AND ADJUSTMENTS.

5.1.Company’s Indemnification.  The Company hereby agrees to indemnify Purchaser against all Claims (as defined below) and all costs, expenses and attorney’s fees incurred by any of them in the defense of any such Claims or any action or proceeding brought on any of such Claims.  For purposes of this paragraph, “Claims” shall mean all liabilities, damages, losses, costs, expenses, out-of-pocket attorney’s fees and claims incurred by Purchaser arising from (i) any breach or default in the performance of any obligation to be performed by the Company under this Agreement; or (ii) any breach of any representation, warranty or covenant of the Company set forth in this Agreement. Notwithstanding the foregoing, Purchaser shall not be entitled to indemnification for any Claims asserted after the Expiration Date.  “Expiration Date” means the end of the 24th month following the Closing.

5.2.Purchaser’s Indemnification.  Purchaser hereby indemnifies the Company against all Company Claims (as defined below) and all costs, expenses and attorney’s fees incurred by it in the defense of any such Company Claims or any action or proceeding brought on any of such Seller Claims.  For purposes of this paragraph, “Company Claims” shall mean all liabilities, damages, losses, costs, expenses, attorney’s fees and claims incurred by Company to the extent arising solely from (i) any breach or default in the performance of any obligation to be performed by Purchaser under this Agreement; or (ii) any breach of any representation, warranty or covenant of Purchaser set forth in this Agreement.  Notwithstanding the foregoing, Company shall not be entitled to indemnification for any Company Claims asserted after the 24th month following the Closing Date.

5.3.EBITDA ADJUSTMENT.  In the event that the audited Financial Statements of  U.S. Imaging reflect EBITDA of less than $1,305,343 for the year ended December 31, 2007 (the "Actual EBITDA"), the conversion price and exercise price of the Debenture and Warrants will be reduced by a percentage equal to the Actual EBITDA divided by $1,305,343.

6.PIGGY-BACK REGISTRATIONS/USE OF PROCEEDS. 

6.1.If at any time while the Warrants are outstanding (the “Piggy-Back Period”) the Company proposes to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of 1933, as amended, of any of its securities (other than a Registration Statement on Form S-4 or Form S-8 (or their equivalents at such time) relating to securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall promptly send to the Purchaser written notice of the Company’s intention to file a Registration Statement (which notice shall specify the securities intended to be disposed of and the intended method of distribution thereof) and of such Purchaser’s rights under this Section and, if within five (5) business days after receipt of such notice, such Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Shares of Common Stock of the Company issuable upon exercise of the Warrants or conversion of the Debenture that such Purchaser requests to be registered; provided, however, in the event that the SEC limits the number of share registerable as a result of Rule 415, then the Company may reduce the number of shares that may be registered pro rata with other selling shareholders holding derivative securities.  If the offering in connection with which the Purchaser is entitled to registration under this Section is an underwritten offering, then the Purchaser shall, unless otherwise agreed to by the Company, offer and sell such its securities in such underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock (if any) included in such underwritten offering.  If a registration pursuant to this Section is to be an underwritten public offering and the managing underwriter(s) advise the Company in writing that, in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be included in the Registration Statement is necessary to facilitate and not adversely affect the proposed offering, then the Company shall include in such registration: (1) first, all securities the Company proposes to sell for its own account and (2) up to the full number of shares held by the Purchaser  subject to restrictions set by the Company or the underwriter applied pro rata with other selling shareholders.

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6.2.The proceeds form the sale of the Debenture shall be utilized substantially as follows:

Cypress Advisors Fee	$	100,000
Audit & Legal Fees	$	150,000
Equipment Maintenance Fees	$	250,000
Working Capital	$	500,000

7.General Provisions.

7.1.Entire Agreement.  This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained herein and supersedes all prior and contemporaneous agreements, representations and understandings of the parties with respect to such subject matter.

7.2.Amendment.  No supplement, amendment, modification discharge or change of this Agreement shall be binding unless executed in writing by all of the parties.

7.3.Waiver.  No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.  No failure to enforce any right or provision hereunder shall preclude or affect the later enforcement of such right or provision.  No waiver shall be binding unless executed in writing by the party making the waiver.

7.4.Assignment; Successors and Assigns.  Neither party may assign this Agreement nor any of its rights, liabilities and obligations hereunder without the prior written consent of the other party; provided, however, Purchaser may transfer any of the Purchased Securities, provided any such transfer is in compliance with applicable law. All terms of this Agreement shall be binding on and shall inure to the benefit of and be enforceable by the parties hereto and their respective heirs, legal representatives, and permitted successors and assigns.

7.5.Further Assurances.  Each party to this Agreement agrees to perform any further acts and execute and deliver any further documents that may be reasonably necessary to effectuate the provisions of this Agreement and as may be reasonably requested by the other party after the Closing.

7.6.Captions; Gender; Exhibits.  Captions in this Agreement are included for convenience of reference only and shall not affect the construction or interpretation of any of the provisions of this Agreement.  The use of the singular in this Agreement includes the plural and the use of one gender includes the others whenever the context thereof so requires.  All exhibits and schedules referred to herein and attached hereto are incorporated as a part hereof.

7.7.Severability.  If any of the provisions, or portions thereof, of this Agreement or the application thereof are held to be unenforceable or invalid by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby and to this end only the provisions of this Agreement are declared severable.

7.8.Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

7.9.Notices.  All notices, requests, demands or other communications which a party shall be required or may elect to provide to another party pursuant to this Agreement shall be in writing unless otherwise so provided.  Any written notice or communication shall be personally delivered or sent by facsimile or mailed certified mail, return receipt requested to the other party at the applicable address set forth on the signature page hereto or at such other address as a party shall designate in accordance with the provisions of this paragraph.  Delivery or service of any written notice or communication shall be deemed completed (i) if personally delivered, upon such delivery; (ii) if sent by facsimile, upon acknowledgment thereof; or (iii) if mailed, upon receipt by the other party, but in any event within 72 hours after transmission or deposit.

7.10.Governing Law Venue.  This Agreement, having been drafted and negotiated in Florida, shall be governed by, construed and enforced in accordance with the laws of the State of Florida.  Any disputes shall be resolved in the Florida State courts in Dade County, Florida

7.11.Attorneys’ Fees.  In the event any attorney is employed by either party to this Agreement with regard to any legal action, or other proceeding brought by either party for the enforcement or interpretation of this Agreement, or because of any alleged dispute, breach, default or misrepresentation with any provisions of this Agreement, the party prevailing in any such proceeding shall be entitled to recover reasonable out-of-pocket attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

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7.12.Survival of Representations and Warranties.  All representations, warranties, covenants and agreements of the parties contained in this Agreement and the exhibits shall survive the Closing.

7.13.Remedies. The rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by any party hereto shall not preclude or constitute a waiver of its right to use any or other remedies. Such rights and remedies are given in addition to any other rights and remedies a party may have by law, statute or otherwise.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.

PURCHASER:

STEVEN POSNER IRREVOCABLE TRUST, U/T/A

By:/s/ Steven Posner

Steven Posner, Trustee

Address for Notices:

With a copy to:

Leonard H. Bloom, Esq.

Akerman Senterfitt

One Southeast Third Avenue, 25th Floor

Miami, FL 33131

COMPANY:

FIRSTWAY ENTERPRISES, INC.

By:/s/ Dr. Stephen Miley

Name: Dr. Stephen Miley

Title: CEO

Address for Notices:

600 North Cattleman Road

Sarasota, Florida  34232

With a copy to:

Law Offices of Stephen M. Fleming PLLC

403 Merrick Avenue, 2nd Floor

East Meadow, New York  11554

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SCHEDULES

2.7	Title to Assets
2.11.1	Leased Real Properties
2.12.1	Intellectual Property
2.13	Material Contracts
2.15.6	Required Permits, Licenses, etc.
2.15.8	Harm to Patients
2.16.1	Financial Statements
2.19	Litigation
2.20	Employee Benefit Pension Plans

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EXHIBITS

A	DEBENTURE
B	WARRANTS

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EX-4.2

Exhibit 4.2

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT.

CONVERTIBLE NOTE

Sarasota, FL

May 2, 2008  $1,000,000

FOR VALUE RECEIVED, FIRSTWAY ENTERPRISES, INC., a Delaware corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of STEVEN POSNER IRREVOCABLE TRUST U/T/A/ or registered assigns (the “Holder”) the sum of $1,000,000, on May 2, 2010 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of twelve percent (12%) per annum from May 2, 2008 (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.  If an Event of Default exists, this Note shall bear interest at the maximum permitted rate allowed by the State of Florida per annum from the due date thereof until such time that the Event of Default is cured (“Default Interest”).  Interest shall commence accruing on the issue date, shall be computed on the basis of a 365-day year and the actual number of days elapsed and shall be payable quarterly on March 31, June 30, September 30 and December 31 of each year beginning on June 30, 2008.  All payments due hereunder (to the extent not converted into common stock, $.0001 par value per share, of the Borrower (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America.  All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note.  Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date.  As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed.  Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement, dated May 2, 2008, pursuant to which this Note was originally issued (the “Purchase Agreement”).

The following terms shall apply to this Note:

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ARTICLE I.CONVERSION RIGHTS

1.1Conversion Right.  The Holder shall have the right from time to time, and at any time on or prior to the Maturity Date to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price  (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower (including, without limitation, the warrants issued by the Borrower pursuant to the Purchase Agreement) subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock.  For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso.  The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.3 below; provided that the Notice of Conversion is submitted by facsimile (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”).  The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date plus (3) Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2).

1.2Conversion Price.

The Conversion Price shall be $0.18 (the “Conversion Price”).

1.3Method of Conversion.

(a)Mechanics of Conversion.  Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.3(b), surrendering this Note at the principal office of the Borrower.

(b)Surrender of Note Upon Conversion.  Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted.

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(c)Payment of Taxes.  The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

(d)Delivery of Common Stock Upon Conversion.  Upon receipt by the Borrower from the Holder of a facsimile transmission (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.3, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within two (2) business days after such receipt (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) (such second business day being hereinafter referred to as the “Deadline”) in accordance with the terms hereof and the Purchase Agreement.  In the event the Borrower fails to issue and deliver or cause to be issued and delivered to or upon the order of the Holder the requisite certificates for the Common Stock, Borrower shall receive $1,000 per day (the "Conversion Default Payment").

1.4Concerning the Shares.  The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless  (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of  counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.4 and who is an Accredited Investor (as defined in the Purchase Agreement).  Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT.”

1.5Effect of Certain Events.

(a)Effect of Merger, Consolidation, Etc.  At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either:  (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof.  “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b)Adjustment Due to Merger, Consolidation, Etc.  If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof.

(c)Adjustment Due to Distribution.  If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

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(d)Adjustment Due to Dilutive Issuance.  Except with respect to an Excluded Issuance (as defined below), if, at any time when any Notes are issued and outstanding, the Borrower issues or sells, or in accordance with this Section 1.5(d) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the conversion price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the conversion price will be reduced to the amount of the consideration per share received by the Borrower in such Dilutive Issuance; provided that only one adjustment will be made for each Dilutive Issuance.  “Excluded Issuance” is defined as the issuance of (a) shares of Common Stock or options to employees, officers, consultants or directors of the Company pursuant to any stock or option plan duly adopted by the Board of Directors of the Company, (b) securities upon the exercise of or conversion of any securities issued hereunder, (c) securities issued in connection with acquisitions or strategic transactions or (d) securities issued as equity enhancements in connection with standard non convertible debt transactions.

1.6Trading Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to this Note and the other Notes issued pursuant to the Purchase Agreement more than the maximum number of shares of Common Stock that the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the “Maximum Share Amount”), which shall be 19.99% of the total shares outstanding on the Closing Date (as defined in the Purchase Agreement), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the date hereof.

1.7Status as Shareholder.  Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms  of this Note.  Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the fifth (5th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted.  In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.2) for the Borrower’s failure to convert this Note.

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ARTICLE II.CERTAIN COVENANTS

2.1Distributions on Capital Stock.  So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.

2.2Restriction on Stock Repurchases.  So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares.

2.3Sale of Assets.  So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business.  Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

2.4Advances and Loans.  So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the ordinary course of business or (c) not in excess of $50,000.

ARTICLE III.EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1Failure to Pay Principal or Interest.  The Borrower fails to pay the principal hereof or interest thereon when due on this Note and such failure is not cured within ten (10) days of such event;

3.2Receiver or Trustee.  The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed;

3.3Judgments.  Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder;

3.4Bankruptcy.  Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower;

3.5SEC Filings.  The Borrower fails to timely file with the Securities and Exchange Commission ("SEC"), periodic and other reports required under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder except for the Form 8-K Current Report to be filed in connection with the acquisition of US Imaging Holding LLC;

3.6Financing.  The sale by the Borrower of equity or debt, for proceeds in excess of $5,000,000 in either a single or series of transactions if the Borrower does not pay off all amounts due under this Note upon closing of such transaction; and

3.7Material Breach.  The Borrower breaches a material representation, warranty or covenant in that certain Securities Purchase Agreement dated May 2, 2008 between the parties, or in the Warrants issued to Borrower in connection therewith,

then, upon the occurrence and during the continuation of any Event of Default, at the option of the Holder through the delivery of written notice to the Borrower by such Holder (the “Default Notice”), the Note shall become immediately due and payable and the Borrower shall pay to the Holder all outstanding principal and accrued interest in full satisfaction of its obligations hereunder.

ARTICLE IV.MISCELLANEOUS

4.1Failure or Indulgence Not Waiver.  No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges.  All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2Notices.  Any notice herein required or permitted to be given shall be in writing and may be personally served or delivered by courier or sent by United States mail and shall be deemed to have been given upon receipt if personally served (which shall include telephone line facsimile transmission) or sent by courier or three (3) days after being deposited in the United States mail, certified, with postage pre-paid and properly addressed, if sent by mail.  For the purposes hereof, the address of the Holder shall be as shown on the records of the Borrower; and the address of the Borrower shall be 600 North Cattleman Road, Sarasota, Florida  34232, facsimile number: 941-342-0505. Both the Holder and the Borrower may change the address for service by service of written notice to the other as herein provided.

4.3Amendments.  This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder.  The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4Assignability.  This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns.  Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the 1933 Act).  Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

4.5Cost of Collection.  If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

4.6Governing Law.  THIS NOTE SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.  THE BORROWER HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FLORIDA STATE COURTS LOCATED IN DADE COUNTY, FLORIDA WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS NOTE, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING.  NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS NOTE SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.  THE PARTIES HERETO EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

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4.7Certain Amounts.  Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note.  The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.

4.8Denominations.  At the request of the Holder, upon surrender of this Note, the Borrower shall promptly issue new Notes in the aggregate outstanding principal amount hereof, in the form hereof, in such denominations of at least $50,000 as the Holder shall request.

4.9Notice of Corporate Events.  Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock.  The Borrower shall provide the Holder with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders).  In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time.

4.10Remedies.  The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby.  Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this 2nd day of May, 2008.

FIRSTWAY ENTERPRISES, INC.
By:	/s/ Stephen Miley
	Stephen Miley
	Chief Executive Officer

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EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder

in order to Convert the Notes)

The undersigned hereby irrevocably elects to convert $__________ principal amount of the Note (defined below) into shares of common stock, par value $.0001 per share (“Common Stock”), of Firstway Enterprises, Inc., a Delaware corporation (the “Borrower”) according to the conditions of the convertible Note of the Borrower dated May 2, 2008 (the “Note”), as of the date written below.  If securities are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates.  No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.  A copy of each Note is attached hereto (or evidence of loss, theft or destruction thereof).

The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker:                                                                                                                     

Account Number:                                                                                                                     

In lieu of receiving shares of Common Stock issuable pursuant to this Notice of Conversion by way of a DWAC Transfer, the undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

Name:                                                                                                                     

Address:                                                                                                                     

The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable to the undersigned upon conversion of the Note shall be made pursuant to registration of the securities under the Securities Act of 1933, as amended (the “Act”), or pursuant to an exemption from registration under the Act.

Date of Conversion:___________________________

Applicable Conversion Price:____________________

Number of Shares of Common Stock to be Issued Pursuant to

Conversion of the Notes:______________

Signature:___________________________________

Name:______________________________________

Address:____________________________________

The Borrower shall issue and deliver shares of Common Stock to an overnight courier not later than two business days following receipt of the original Note(s) to be converted, and shall make payments pursuant to the Notes for the number of business days such issuance and delivery is late.

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EX-4.3

Exhibit 4.3

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS­TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MAY 2, 2008, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA­TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

Right to Purchase

5,555,555 Shares of

Common Stock, par value

$.0001 per share

SERIES A STOCK PURCHASE WARRANT

THIS CERTIFIES THAT, for value received, STEVEN POSNER IRREVOCABLE TRUST U/T/A or its registered assigns, is entitled to purchase from FIRSTWAY ENTERPRISES, INC., a Delaware corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, 5,555,555 fully paid and nonassessable shares of the Company’s Common Stock, par value $.0001 per share (the “Common Stock”), at an exercise price per share equal to $.24 (the “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder.  The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph 4 hereof.  The term “Warrants” means this Warrant and the other warrants issued pursuant to that certain Securities Purchase Agreement, dated May 2, 2008, by and among the Company and the Buyers listed on the execution page thereof (the “Securities Purchase Agreement”).

This Warrant is subject to the following terms, provisions, and conditions:

1.Manner of Exercise; Issuance of Certificates; Payment for Shares.

This Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the “Exercise Agreement”), to the Company during normal business hours on any business day at the Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon payment to the Company in cash, by certified or offi­cial bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement.

If the resale of the Warrant Shares by the holder is not registered pursuant to an effective registration statement under the Securities Act of 1933, as amended by November 2, 2009, this Warrant (or any portion thereof) may be exercised by presentation and surrender of this Warrant to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”).  In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Warrant for that number of shares of Common Stock determined by multiplying the number of Warrant Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price,  and the denominator of which shall be the then current Market Price per share of Common Stock.  For example, if the holder is exercising 100,000 Warrants with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock.  Market Price per share shall be calculated as the average closing sales price (or closing bid price) of the Company's Common Stock for the prior five trading days.

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Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Note (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.999% of the outstanding shares of Common Stock.  For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The 4.999% limitation may only be waived by the holder of the warrant upon 61 days written notice to the Company.

2.Period of Exercise.

This Warrant is exercisable at any time or from time to time on or after the date on which this Warrant is issued and delivered pursuant to the terms of the Securities Purchase Agreement and before 6:00 p.m., New York, New York time on the fourth (4th) anniversary of the date of issuance (the “Exercise Period”).

3.Certain Agreements of the Company.

The Company hereby covenants and agrees as follows:

(a)Shares to be Fully Paid.  All Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be validly issued, fully paid, and nonassessable and free from all taxes, liens, and charges with respect to the issue thereof.

(b)Reservation of Shares.  During the Exercise Period, the Company shall at all times have authorized, and reserved for the purpose of issuance upon exercise of this Warrant, a suf­ficient number of shares of Common Stock to provide for the exercise of this Warrant.

4.Antidilution Provisions.  

During the Exercise Period, the Exercise Price and the number of Warrant Shares shall be subject to adjustment from time to time as provided in this Paragraph 4.

In the event that any adjustment of the Exercise Price as required herein results in a fraction of a cent, such Exercise Price shall be rounded up to the nearest cent.

(a)Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock.  Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof or with respect to an Excluded Issuance (as defined in the Note), if and whenever on or after the date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Conversion Price (as defined in the Note) on the date of issuance (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price equal to a product of (x) the Exercise Price in effect immediately prior to such issue or sale and (y) the quotient of (1) the sum of (I) the product derived by multiplying the Exercise Price in effect immediately prior to such time by the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale plus (II) the consideration received by the Company upon such issue or sale, by (2) the product derived by multiplying (I) the Exercise Price in effect immediately prior to such time by (II) the number of shares of common stock deemed outstanding immediately after such issue or sale.  The issuance by the Company of securities convertible or exchangeable into shares of Common Stock at conversion or exchange price less than the Conversion Price shall be deemed a Dilutive Issuance resulting in a reduction in the Exercise price as calculated herein.  For example, if the Company has 50,000,000 shares of common stock outstanding, the Exercise Price is $.24, and the Company subsequently sells 10,000,000 shares of common stock at $.10, then the Exercise Price will be reduced to $.1667 based on the above formula as follows:

$0.24 x ($.24 x 50,000,000) + ($.10 x 10,000,000) = $.2166

 ($.24 x 60,000,000)

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(b)Subdivision or Combination of Common Stock.  If the Company at any time subdivides (by any stock split, stock dividend, recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock acquirable hereunder into a greater number of shares, then, after the date of record for effecting such subdivision, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced.  If the Company at any time combines (by reverse stock split, recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock acquirable hereunder into a smaller number of shares, then, after the date of record for effecting such combination, the Exercise Price in effect immediately prior to such combination will be proportionately increased.

(c)Adjustment in Number of Shares.  Upon each adjustment of the Exercise Price pursuant to the provisions of this Paragraph 4, the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

(d)Consolidation, Merger or Sale.  In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place.  In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant.  The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor corporation (if other than the Company) assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire.

(e)Minimum Adjustment of Exercise Price.  No adjustment of the Exercise Price shall be made in an amount of less than 5% of the Exercise Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to not less than 1% of such Exercise Price.

(f)No Fractional Shares.  No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fractional share which would otherwise be issuable in an amount equal to the same fraction of the Market Price of a share of Common Stock on the date of such exercise.

(g)Other Notices.  In case at any time:

(i)the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;

(ii)the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;

(iii)there shall be any capital reorganiza­tion of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substan­tially all its assets to, another corporation or entity; or

3

(iv)there shall be a voluntary or involun­tary dissolution, liquidation or winding up of the Company;

then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such divi­dend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place.  Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, re­classification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be.  Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto.  Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

(h)Intentionally left blank.

(i)Certain Definitions.

(i)“Common Stock Deemed Outstanding” shall mean the number of shares of Common Stock actually outstanding (not including shares of Common Stock held in the treasury of the Company).

(ii)“Common Stock,” for purposes of this Paragraph 4, includes the Common Stock, par value $.0001 per share, and any additional class of stock of the Company having no preference as to dividends or distributions on liquidation, provided that the shares purchasable pursuant to this Warrant shall include only shares of Common Stock, par value $.001 per share, in respect of which this Warrant is exercisable, or shares resulting from any subdivision or combination of such Common Stock, or in the case of any reorganization, reclassification, consolidation, merger, or sale of the character referred to in Paragraph 4(d) hereof, the stock or other securities or property provided for in such Paragraph.

5.Issue Tax.

The issuance of certificates for Warrant Shares upon the exercise of this Warrant shall be made without charge to the holder of this Warrant or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the holder of this Warrant.

6.No Rights or Liabilities as a Shareholder.

This Warrant shall not entitle the holder hereof to any voting rights or other rights as a shareholder of the Company.  No provision of this Warrant, in the absence of affirmative action by the holder hereof to purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to any liability of such holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

7.Transfer, Exchange, and Replacement of Warrant.

(a)Restriction on Transfer.  This Warrant and the rights granted to the holder hereof are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed assignment in the form attached hereto, at the office or agency of the Company referred to in Paragraph 7(e) below, pro­vided, however, that any transfer or assignment shall be subject to the conditions set forth in Paragraph 7(f) hereof and to the applicable provisions of the Securities Purchase Agreement.  Until due presentment for registration of transfer on the books of the Company, the Company may treat the registered holder hereof as the owner and holder hereof for all purposes, and the Company shall not be affected by any notice to the con­trary.

(b)Warrant Exchangeable for Different Denomina­tions.  This Warrant is exchange­able, upon the surrender hereof by the holder hereof at the office or agency of the Company referred to in Paragraph 7(e) below, for new Warrants of like tenor representing in the aggregate the right to purchase the number of shares of Common Stock which may be purchased hereunder, each of such new Warrants to represent the right to purchase such number of shares as shall be designated by the holder hereof at the time of such surrender.

4

(c)Replacement of Warrant.  Upon receipt of evi­dence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft, or destruc­tion, upon delivery of an indemnity agreement reason­ably satisfactory in form and amount to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor.

(d)Cancellation; Payment of Expenses.  Upon the surrender of this Warrant in connection with any trans­fer, exchange, or replacement as provided in this Paragraph 7, this Warrant shall be promptly canceled by the Company.  The Company shall pay all taxes (other than securities transfer taxes) and all other expenses (other than legal expenses, if any, incurred by the holder or transferees) and charges payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Paragraph 7.

(e)Register.  The Company shall maintain, at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee and each prior owner of this Warrant.

(f)Exercise or Transfer Without Registration.  If, at the time of the surrender of this Warrant in connection with any exercise, transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder), shall not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such exercise, transfer, or exchange, (i) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (ii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act; provided that no requirements are applicable in connection with a transfer pursuant to Rule 144 under the Securities Act.  The first holder of this Warrant, by taking and holding the same, represents to the Company that such holder is acquiring this Warrant for investment and not with a view to the distribution thereof.

8.[Intentionally Omitted]

9.Notices.  All notices, requests, and other communications required or permitted to be given or delivered hereunder to the holder of this Warrant shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier, postage prepaid and addressed, to such holder at the address shown for such holder on the books of the Company, or at such other address as shall have been furnished to the Company by notice from such holder.  All notices, requests, and other communications required or permitted to be given or delivered hereunder to the Company shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier, postage prepaid and addressed, to the office of the Company at 600 North Cattleman Road, Sarasota, Florida  34232, Attention:  Chief Executive Officer, or at such other address as shall have been furnished to the holder of this Warrant by notice from the Company.  Any such notice, request, or other communication may be sent by facsimile, but shall in such case be subsequently confirmed by a writing personally delivered or sent by certified or registered mail or by recognized overnight mail courier as provided above.  All notices, requests, and other communications shall be deemed to have been given either at the time of the receipt thereof by the person entitled to re­ceive such notice at the address of such person for purposes of this Paragraph 9, or, if mailed by registered or certified mail or with a recognized overnight mail courier upon deposit with the United States Post Office or such overnight mail courier, if postage is prepaid and the mailing is properly addressed, as the case may be.

5

10.Governing Law.THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.  THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FLORIDA STATE COURT IN DADE COUNTY, FLORIDA WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING.  NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.  THE PARTIES HERETO EXPRESSLY WAIVE THE RIGHT TO TRIAL BY JURY.

11.Miscellaneous.

(a)Amendments.  This Warrant and any provision hereof may only be amended by an instrument in writing signed by the Company and the holder hereof.

(b)Descriptive Headings.  The descriptive headings of the several paragraphs of this Warrant are in­serted for purposes of reference only, and shall not affect the meaning or construction of any of the provisions hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

6

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer.

	FIRSTWAY ENTERPRISES, INC.
Dated as of May 2, 2008	By:	/s/ Stephen Miley
		Stephen Miley
		Chief Executive Officer

7

FORM OF EXERCISE AGREEMENT

Dated:  __________, 200_

To:           ______________________

The undersigned, pursuant to the provisions set forth in the within Warrant, hereby agrees to purchase ________ shares of Common Stock covered by such Warrant, and makes pay­ment herewith in full therefor at the price per share provided by such Warrant in cash or by certified or official bank check in the amount of $_________.  Please issue a certificate or certifi­cates for such shares of Common Stock in the name of and pay any cash for any fractional share to:

Name:   ______________________________

Signature:

Address:____________________________

_____________________________

Note: The above signature should correspond exactly with the name on the face of the within Warrant, if applicable.

and, if said number of shares of Common Stock shall not be all the shares purchasable under the within Warrant, a new Warrant is to be issued in the name of said undersigned covering the balance of the shares purchasable thereunder less any frac­tion of a share paid in cash.

8

FORM OF ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers all the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, to:

 Name of Assignee  Address  No of Shares

, and hereby irrevocably constitutes and appoints ___________________________________ as agent and attorney-in-fact to trans­fer said Warrant on the books of the within-named corporation, with full power of substitution in the premises.

Dated:                      ________ __, 200_

In the presence of:                                                       __________________________________

Name:______________________________

Signature:_________________________

Title of Signing Officer or Agent (if any):

____________________________________

Address:  ______________________________

_____________________________________

Note: The above signature should correspond exactly with the name on the face of the within Warrant, if applicable.

9

EX-4.4

Exhibit 4.4

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS­TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MAY 2, 2008, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA­TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

Right to Purchase

5,555,555 Shares of

Common Stock, par value

$.0001 per share

SERIES B STOCK PURCHASE WARRANT

THIS CERTIFIES THAT, for value received, STEVEN POSNER IRREVOCABLE TRUST U/T/A or its registered assigns, is entitled to purchase from FIRSTWAY ENTERPRISES, INC., a Delaware corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, 5,555,555 fully paid and nonassessable shares of the Company’s Common Stock, par value $.0001 per share (the “Common Stock”), at an exercise price per share equal to $.30 (the “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder.  The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph 4 hereof.  The term “Warrants” means this Warrant and the other warrants issued pursuant to that certain Securities Purchase Agreement, dated May 2, 2008, by and among the Company and the Buyers listed on the execution page thereof (the “Securities Purchase Agreement”).

This Warrant is subject to the following terms, provisions, and conditions:

1.Manner of Exercise; Issuance of Certificates; Payment for Shares.

This Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the “Exercise Agreement”), to the Company during normal business hours on any business day at the Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon payment to the Company in cash, by certified or offi­cial bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement.

If the resale of the Warrant Shares by the holder is not registered pursuant to an effective registration statement under the Securities Act of 1933, as amended by November 2, 2009, this Warrant (or any portion thereof) may be exercised by presentation and surrender of this Warrant to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”).  In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Warrant for that number of shares of Common Stock determined by multiplying the number of Warrant Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price,  and the denominator of which shall be the then current Market Price per share of Common Stock.  For example, if the holder is exercising 100,000 Warrants with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock.  Market Price per share shall be calculated as the average closing sales price (or closing bid price) of the Company's Common Stock for the prior five trading days.

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Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Note (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.999% of the outstanding shares of Common Stock.  For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The 4.999% limitation may only be waived by the holder of the warrant upon 61 days written notice to the Company.

2.Period of Exercise.

This Warrant is exercisable at any time or from time to time on or after the date on which this Warrant is issued and delivered pursuant to the terms of the Securities Purchase Agreement and before 6:00 p.m., New York, New York time on the fourth (4th) anniversary of the date of issuance (the “Exercise Period”).

3.Certain Agreements of the Company.

The Company hereby covenants and agrees as follows:

(a)Shares to be Fully Paid.  All Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be validly issued, fully paid, and nonassessable and free from all taxes, liens, and charges with respect to the issue thereof.

(b)Reservation of Shares.  During the Exercise Period, the Company shall at all times have authorized, and reserved for the purpose of issuance upon exercise of this Warrant, a suf­ficient number of shares of Common Stock to provide for the exercise of this Warrant.

4.Antidilution Provisions.  

During the Exercise Period, the Exercise Price and the number of Warrant Shares shall be subject to adjustment from time to time as provided in this Paragraph 4.

In the event that any adjustment of the Exercise Price as required herein results in a fraction of a cent, such Exercise Price shall be rounded up to the nearest cent.

(a)Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock.  Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof or with respect to an Excluded Issuance (as defined in the Note), if and whenever on or after the date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Conversion Price (as defined in the Note) on the date of issuance (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price equal to a product of (x) the Exercise Price in effect immediately prior to such issue or sale and (y) the quotient of (1) the sum of (I) the product derived by multiplying the Exercise Price in effect immediately prior to such time by the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale plus (II) the consideration received by the Company upon such issue or sale, by (2) the product derived by multiplying (I) the Exercise Price in effect immediately prior to such time by (II) the number of shares of common stock deemed outstanding immediately after such issue or sale.  The issuance by the Company of securities convertible or exchangeable into shares of Common Stock at conversion or exchange price less than the Conversion Price shall be deemed a Dilutive Issuance resulting in a reduction in the Exercise price as calculated herein.  For example, if the Company has 50,000,000 shares of common stock outstanding, the Exercise Price is $.24, and the Company subsequently sells 10,000,000 shares of common stock at $.10, then the Exercise Price will be reduced to $.1667 based on the above formula as follows:

$0.24 x ($.24 x 50,000,000) + ($.10 x 10,000,000) = $.2166

 ($.24 x 60,000,000)

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(b)Subdivision or Combination of Common Stock.  If the Company at any time subdivides (by any stock split, stock dividend, recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock acquirable hereunder into a greater number of shares, then, after the date of record for effecting such subdivision, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced.  If the Company at any time combines (by reverse stock split, recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock acquirable hereunder into a smaller number of shares, then, after the date of record for effecting such combination, the Exercise Price in effect immediately prior to such combination will be proportionately increased.

(c)Adjustment in Number of Shares.  Upon each adjustment of the Exercise Price pursuant to the provisions of this Paragraph 4, the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

(d)Consolidation, Merger or Sale.  In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place.  In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant.  The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor corporation (if other than the Company) assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire.

(e)Minimum Adjustment of Exercise Price.  No adjustment of the Exercise Price shall be made in an amount of less than 5% of the Exercise Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to not less than 1% of such Exercise Price.

(f)No Fractional Shares.  No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fractional share which would otherwise be issuable in an amount equal to the same fraction of the Market Price of a share of Common Stock on the date of such exercise.

(g)Other Notices.  In case at any time:

(i)the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;

(ii)the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;

(iii)there shall be any capital reorganiza­tion of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substan­tially all its assets to, another corporation or entity; or

(iv)there shall be a voluntary or involun­tary dissolution, liquidation or winding up of the Company;

then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such divi­dend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place.  Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, re­classification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be.  Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto.  Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

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(h)Intentionally left blank.

(i)Certain Definitions.

(i)“Common Stock Deemed Outstanding” shall mean the number of shares of Common Stock actually outstanding (not including shares of Common Stock held in the treasury of the Company).

(ii)“Common Stock,” for purposes of this Paragraph 4, includes the Common Stock, par value $.0001 per share, and any additional class of stock of the Company having no preference as to dividends or distributions on liquidation, provided that the shares purchasable pursuant to this Warrant shall include only shares of Common Stock, par value $.001 per share, in respect of which this Warrant is exercisable, or shares resulting from any subdivision or combination of such Common Stock, or in the case of any reorganization, reclassification, consolidation, merger, or sale of the character referred to in Paragraph 4(d) hereof, the stock or other securities or property provided for in such Paragraph.

5.Issue Tax.

The issuance of certificates for Warrant Shares upon the exercise of this Warrant shall be made without charge to the holder of this Warrant or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the holder of this Warrant.

6.No Rights or Liabilities as a Shareholder.

This Warrant shall not entitle the holder hereof to any voting rights or other rights as a shareholder of the Company.  No provision of this Warrant, in the absence of affirmative action by the holder hereof to purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to any liability of such holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

7.Transfer, Exchange, and Replacement of Warrant.

(a)Restriction on Transfer.  This Warrant and the rights granted to the holder hereof are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed assignment in the form attached hereto, at the office or agency of the Company referred to in Paragraph 7(e) below, pro­vided, however, that any transfer or assignment shall be subject to the conditions set forth in Paragraph 7(f) hereof and to the applicable provisions of the Securities Purchase Agreement.  Until due presentment for registration of transfer on the books of the Company, the Company may treat the registered holder hereof as the owner and holder hereof for all purposes, and the Company shall not be affected by any notice to the con­trary.

(b)Warrant Exchangeable for Different Denomina­tions.  This Warrant is exchange­able, upon the surrender hereof by the holder hereof at the office or agency of the Company referred to in Paragraph 7(e) below, for new Warrants of like tenor representing in the aggregate the right to purchase the number of shares of Common Stock which may be purchased hereunder, each of such new Warrants to represent the right to purchase such number of shares as shall be designated by the holder hereof at the time of such surrender.

(c)Replacement of Warrant.  Upon receipt of evi­dence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft, or destruc­tion, upon delivery of an indemnity agreement reason­ably satisfactory in form and amount to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor.

(d)Cancellation; Payment of Expenses.  Upon the surrender of this Warrant in connection with any trans­fer, exchange, or replacement as provided in this Paragraph 7, this Warrant shall be promptly canceled by the Company.  The Company shall pay all taxes (other than securities transfer taxes) and all other expenses (other than legal expenses, if any, incurred by the holder or transferees) and charges payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Paragraph 7.

(e)Register.  The Company shall maintain, at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee and each prior owner of this Warrant.

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(f)Exercise or Transfer Without Registration.  If, at the time of the surrender of this Warrant in connection with any exercise, transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder), shall not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such exercise, transfer, or exchange, (i) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (ii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act; provided that no requirements are applicable in connection with a transfer pursuant to Rule 144 under the Securities Act.  The first holder of this Warrant, by taking and holding the same, represents to the Company that such holder is acquiring this Warrant for investment and not with a view to the distribution thereof.

8.[Intentionally Omitted]

9.Notices.  All notices, requests, and other communications required or permitted to be given or delivered hereunder to the holder of this Warrant shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier, postage prepaid and addressed, to such holder at the address shown for such holder on the books of the Company, or at such other address as shall have been furnished to the Company by notice from such holder.  All notices, requests, and other communications required or permitted to be given or delivered hereunder to the Company shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier, postage prepaid and addressed, to the office of the Company at 600 North Cattleman Road, Sarasota, Florida  34232, Attention:  Chief Executive Officer, or at such other address as shall have been furnished to the holder of this Warrant by notice from the Company.  Any such notice, request, or other communication may be sent by facsimile, but shall in such case be subsequently confirmed by a writing personally delivered or sent by certified or registered mail or by recognized overnight mail courier as provided above.  All notices, requests, and other communications shall be deemed to have been given either at the time of the receipt thereof by the person entitled to re­ceive such notice at the address of such person for purposes of this Paragraph 9, or, if mailed by registered or certified mail or with a recognized overnight mail courier upon deposit with the United States Post Office or such overnight mail courier, if postage is prepaid and the mailing is properly addressed, as the case may be.

10.Governing Law.THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.  THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FLORIDA STATE COURT IN DADE COUNTY, FLORIDA WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING.  NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.  THE PARTIES HERETO EXPRESSLY WAIVE THE RIGHT TO TRIAL BY JURY.

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11.Miscellaneous.

(a)Amendments.  This Warrant and any provision hereof may only be amended by an instrument in writing signed by the Company and the holder hereof.

(b)Descriptive Headings.  The descriptive headings of the several paragraphs of this Warrant are in­serted for purposes of reference only, and shall not affect the meaning or construction of any of the provisions hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer.

	FIRSTWAY ENTERPRISES, INC.
Dated as of May 2, 2008	By:	/s/ Stephen Miley
		Stephen Miley
		Chief Executive Officer

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FORM OF EXERCISE AGREEMENT

Dated:  __________, 200_

To:           ______________________

The undersigned, pursuant to the provisions set forth in the within Warrant, hereby agrees to purchase ________ shares of Common Stock covered by such Warrant, and makes pay­ment herewith in full therefor at the price per share provided by such Warrant in cash or by certified or official bank check in the amount of $_________.  Please issue a certificate or certifi­cates for such shares of Common Stock in the name of and pay any cash for any fractional share to:

Name: ___________________________

Signature:_________________________

Address:__________________________

_________________________

Note: The above signature should correspond exactly with the name on the face of the within Warrant, if applicable.

and, if said number of shares of Common Stock shall not be all the shares purchasable under the within Warrant, a new Warrant is to be issued in the name of said undersigned covering the balance of the shares purchasable thereunder less any frac­tion of a share paid in cash.

FORM OF ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers all the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, to:

 Name of Assignee  Address    No of Shares

, and hereby irrevocably constitutes and appoints ___________________________________ as agent and attorney-in-fact to trans­fer said Warrant on the books of the within-named corporation, with full power of substitution in the premises.

Dated:                      ________ __, 200_

In the presence of:                                                       ______________________________

Name:_________________________

Signature:_______________________

Title of Signing Officer or Agent (if any):

______________________________

Address: _______________________

______________________________

Note: The above signature should correspond exactly with the name on the face of the within Warrant, if applicable.

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EX-10.1

Exhibit 10.1

SECURITIES EXCHANGE AGREEMENT

This Agreement dated as of the 2nd day of May, 2008, by and among Firstway Enterprises, Inc., a Delaware corporation having its offices at 12876 Biscayne Boulevard, Suite 276, Miami, Florida  33181 (the “Issuer”), US Imaging Holding LLC, with offices at 600 North Cattleman Road, Sarasota, Florida  34232 (“Imaging”), John Uphold, an individual (“Uphold”) and Stephen Miley, an individual (“Miley”).  Uphold and Miley are hereinafter referred to collectively as the “Members” and  individually as a “Member”).

W I T N E S S E T H:

WHEREAS, the Members are the holders of all of the issued and outstanding membership interest of Imaging (the “Imaging Interest”); and

WHEREAS, the Issuer desires to acquire all of the Imaging Interest, which represent all of the capital of Imaging, from the Members, and is willing to issue shares of its common stock, par value $.001 per share (“Common Stock”), to the Members in exchange for the Imaging Interest on and subject to the terms and conditions of this Agreement;

WHEREAS, the Members have executed this agreement pursuant to which they agreed to transfer the Imaging Interest to the Issuer for an aggregate of 40,952,189 shares of common stock of the Issuer (the “Shares”);

WHEREAS, this Agreement sets forth the terms and conditions on which the Members are transferring the Imaging Interest to the Issuer; and

NOW, THEREFORE, for the mutual consideration set out herein, the parties agree as follows:

1.Exchange of Securities.

(a)Issuance of Shares by Issuer.  On and subject to the conditions set forth in this Agreement, the Issuer will issue the Shares to the Members in exchange for all of the outstanding membership interest of Imaging, which is represented by the Imaging Interest.  The Shares will be issued to the Members in the amounts set forth after their respective names in Schedule A to this Agreement.

(b)Transfer of Imaging Interest by the Members.  On and subject to the conditions set forth in this Agreement, the Members will transfer to the Issuer all of the Imaging Interest in exchange for the Shares.  Each Member holds the Imaging Interest set forth after his name in Schedule A to this Agreement.

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(c)Closing.  The issuance of the Shares to the Members and the transfer of the Imaging Interest to the Issuer will take place at a closing (the “Closing”) to be held at the Law Offices of Stephen M. Fleming, PLLC, 403 Merrick Avenue, 2nd Floor, East Meadow, New York 11554 as soon as possible after or contemporaneously with the satisfaction or waiver of all of the conditions to closing set forth in Sections 4 and 5 of this Agreement (the “Closing Date”).

(d)Adherence with Applicable Securities Laws.  Each of the Members agrees that he is acquiring the Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Shares issued to him directly or indirectly unless:

(i)   the sale is to Issuer;

(ii)   the sale is made pursuant to the exemption from registration under the Securities Act of 1933, as amended,, provided by Rule 144 thereunder; or

(iii)   the Shares are sold in a transaction that does not require registration under the Securities Act of 1933, as amended, or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Issuer an opinion of counsel to that effect or such other written opinion as may be reasonably required by Issuer.

The Members acknowledge that the certificates representing the Shares shall bear the following legend:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT.

2.Representations and Warranties of the Issuer.  The Issuer and Stuart Posner and Russell Adler (together, Messrs Posner and Adler are collectively referred to as the Majority Stockholders, hereby represent and warrant to the Members as follows:

(a)General.

(i)The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

(ii)The Issuer’s authorized capital stock consists of 20,000,000 shares of preferred stock, par value $.0001 per shares, none of which are issued or outstanding, and 250,000,000 shares of Common Stock, of which there will be 9,047,811 shares, or a commitment to issue shares, outstanding as of the Closing Date. All of the shares of the Issuer are duly authorized, validly issued, fully paid and nonassessable. There are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Issuer or obligating the Issuer to issue or sell any shares of capital stock of or other equity interests in the Issuer. There is no personal liability, and there are no preemptive rights with regard to the capital stock of the Issuer, and no right-of-first refusal or similar catch-up rights with regard to such capital stock. Except as set forth herein, there are no outstanding contractual obligations or other commitments or arrangements of the Issuer to (A) repurchase, redeem or otherwise acquire any shares of (or any interest therein) or (B) to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity, or (C) issue or distribute to any person any capital stock of the Issuer, or (D) issue or distribute to holders of any of the capital stock of the Issuer any evidences of indebtedness or assets of the Issuer. All of the outstanding securities of the Issuer have been issued and sold by the Issuer in full compliance in all material respects with applicable federal and state securities laws.

(iii)The Issuer has full power and authority to carry out the transactions provided for in this Agreement, and this Agreement constitutes the legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency and other laws of general application affecting the enforcement of creditor’s rights and except that any remedies in the nature of equitable relief are in the discretion of the court.  All necessary action required to be taken by the Issuer for the consummation of the transactions contemplated by this Agreement has been taken.

(iv)The Shares, when issued pursuant to this Agreement, will be duly and validly authorized and issued, fully paid and non-assessable.  The issuance of the Shares to the Members is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to an exemption provided by Section 4(2) thereunder.

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(v)The Issuer has no subsidiaries.

(vi)The Issuer does not own any personal or real property or have any employees.

(vii) The Issuer does not have a bank account.

(b)Property.  The Issuer does not own any real property.  The Issuer does not own any intellectual property rights.  None of the Issuer’ assets are subject to any encumbrances or other Claims.  A “Claim” shall mean any security interest, lien, pledge, claim, charge, escrow, encumbrance, option, right of first refusal, mortgage, indenture, security agreement or other agreement, arrangement, contract, commitment, understanding or obligation, whether or not relating in any way to credit or the borrowing of money and whether or not voluntarily incurred or arising under any law.

(c)Litigation.  There are no material claims, actions, suits, proceedings, inquiries, labor disputes or investigations (whether or not purportedly on behalf of the Issuer) pending or, to the Issuer’s Best Knowledge, threatened against the Issuer or any of its assets, at law or in equity or by or before any governmental entity or in arbitration or mediation.  No bankruptcy, receivership or debtor relief proceedings are pending or, to the best of the Issuer’s knowledge, threatened against the Issuer.

(d)Compliance with Laws.  The Issuer has complied with, is not in violation of, and has not received any notices of violation with respect to, any federal, state, local or foreign law, judgment, decree, injunction or order, applicable to it, the conduct of its business, or the ownership or operation of its business.    References in this Agreement to “laws” shall refer to any laws, rules or regulations of the United States, as the case may be, federal, state or local government or any governmental or quasi-governmental agency, bureau, commission, instrumentality or judicial body (including, without limitation, any federal or state securities law, regulation, rule or administrative order).

(e)Taxes.  The Issuer has properly filed all tax returns required to be filed and has paid all taxes shown thereon to be due.  To the Best Knowledge of officers the Issuer, all tax returns previously filed are true and correct in all material respects.  As used in this Agreement, a party’s Best Knowledge shall mean and include (i) actual knowledge and (ii) that knowledge which a prudent businessperson would reasonably have obtained in the management of such person’s business affairs after making due inquiry and exercising the due diligence which a prudent businessperson should have made or exercised, as applicable, with respect thereto.  Actual or imputed knowledge of any director or officer of a party shall be deemed to be knowledge of the party.

(f)No Defaults.

(i)The Issuer has performed all material obligations required to be performed by it, and the Issuer is not in default, in any material respect, under any agreement to which it is a party except to the extent that any such breach would not have a Material Adverse Effect.

(ii)The Issuer is not in violation of its certificate of incorporation or by-laws.  The execution and delivery of this Agreement by the Issuer and the consummation by the Issuer of the transactions contemplated by this Agreement will not result in any violation of the Issuer’s certificate of incorporation or by-laws or any applicable law or be in conflict with, constitute a default under, or result in a violation of, or give rise to any right of termination, cancellation or acceleration under, any material agreement to which the Issuer is a party or any court order or decree or other governmental order or decree.

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(g)Conflicts; Consents of Third Parties.

(i)  The execution and delivery by Issuer of this Agreement and the consummation of the transactions contemplated hereby or thereby, or compliance by Issuer with any of the provisions hereof or thereof will not (i) conflict with, or result in the breach of, any provision of the articles of incorporation or by-laws or comparable organizational documents of the Issuer; (ii) conflict with, violate, result in the breach or termination of, or constitute a default under any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Issuer is a party or by which any of them or any of their respective properties or assets is bound; (iii) violate any statute, rule, regulation, order or decree of any governmental body or authority by which the Issuer is bound; or (iv) result in the creation of any lien upon the properties or assets of the Issuer.

(ii) No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental or regulatory authorityis required on the part of Issuer in connection with the execution and delivery of this Agreement.

(h)           Financial Statements.

(i)  The Members have reviewed copies of the audited balance sheets of the Issuer as at December 31, 2007 and the related audited statements of income and of cash flows of the Issuer for the years then ended and the copies of the unaudited balance sheets of the Issuer as at March 31, 2007 and the related unaudited statements of income and of cash flows of the Issuer for the years then ended (the “Financial Statements”).  Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with GAAP (subject to normal year-end adjustments in the case of the unaudited statements) and in conformity with the practices consistently applied by the Issuer without modification of the accounting principles used in the preparation thereof and presents fairly the financial position, results of operations and cash flows of the Issuer as at the dates and for the periods indicated.

(ii)  For the purposes hereof, the audited balance sheet of the Issuer as at December 31, 2007 is referred to as the "Balance Sheet" and December 31, 2007 is referred to as the “Balance Sheet Date”.

(i)           No Undisclosed Liabilities.  Issuer has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described on the Balance Sheet or in the notes thereto in accordance with GAAP which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date.

                      (j)           Absence of Certain Developments.  Except as expressly contemplated by this Agreement, since the Balance Sheet Date:

(i)  there has not been any material adverse change nor has there occurred any event which is reasonably likely to result in a material adverse change;

(ii)  there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the property and assets of the Issuer having a replacement cost of more than $25,000 for any single loss or $100,000 for all such losses;

(iii)  there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of the Issuer or any repurchase, redemption or other acquisition by the Issuer of any outstanding shares of capital stock or other securities of, or other ownership interest in, the Issuer;

(iv)  the Issuer has not awarded or paid any bonuses to employees of the Issuer;

(v)  there has not been any change by the Issuer in accounting or tax reporting principles, methods or policies; and

(vi)  the Issuer has not entered into any transaction or contract or conducted its business other than in the ordinary course consistent with past practice.

(k)           Issuer is a reporting issuer under Section 12(g) of the Securities Exchange Act of 1934 (the “34 Act”).  Issuer is now, and as of the Closing will be, current in its filings and will have filed all of the filings required to have been made in the previous twelve months.

(l)           Reliance by Members.  The representations and warranties set forth in this Section 2, taken together, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein and therein, when taken together, not misleading.  Notwithstanding the foregoing, Members acknowledges that no representation or warranty is made by the Issuer with respect to any projections made by the Issuer.

(m)           No Additional Representations; Reliance.  The Issuer and Majority Stockholders acknowledge and agree that neither Uphold, nor any of his Representatives or agents has made any representations, warranties, covenants, agreements or guaranties to the Issuer, the Majority Stockholders or any of their respective officers, directors, Representatives or agents, express or implied, in connection with this Agreement and the transactions contemplated herein, except for the express representations, warranties, covenants and agreements of Uphold set forth below.

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3.Representations and Warranties of Members.  Each Member severally and not jointly represents and warrants to the Issuer, for himself as follows:

(a)Such Member is the sole record and beneficial owner of the Imaging Interest set forth after his name in Schedule A to this Agreement, subject to no Claim.

(b)Such Member is a resident of the United States of America.

(c)Such Member has full power and authority to carry out the transactions provided for in this Agreement, and this Agreement constitutes the legal, valid and binding obligations of such Member, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other laws of general application affecting the enforcement of creditor’s rights and that any remedies in the nature of equitable relief are in the discretion of the court.  All necessary action required to be taken by such Member for the consummation of the transactions contemplated by this Agreement has been taken.

(d)Such Member is an accredited investor within the meaning of Rule 501 of the Commission pursuant to the Securities Act;

(e)Such Member is acquiring the Shares pursuant to this Agreement for investment and not with a view to the sale or distribution thereof;

(f)Such Member understands that the Shares constitute restricted securities within the meaning of Rule 144 of the Securities Exchange Commission (the “Commission”) pursuant to the Securities Act and may not be sold or otherwise transferred except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act;

(g)Such Member has been advised by counsel as to the meaning and implication of the acquisition of restricted securities and the illiquid nature of the Shares;

(h)Such Member acknowledges that the certificate or certificates for the Shares will bear the Issuer’s customary Securities Act restrictive legend;

(i)Such Member represents that he understands that an investment in the Shares involves a high degree of risk; and

(j)Such Member represents that the execution and performance of this Agreement will not constitute a breach of any contract to which such Member is a party or by which he is bound, and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to such Members or his properties.

4.           Representations and Warranties of Miley.  Miley represents and warrants to the Issuer as follows:

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(a)Organization.

(i)Imaging is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Nevada and has full power and authority to carry on its business as and where such business is operated.  Imaging is the sole member and owns 100% of the equity of US Imaging Corp, LLC, Axcess Diagnostics Bradenton, LLC and Axcess Diagnostics Sarasota, LLC (the “Subsidiaries”). All necessary company action required to be taken by Imaging and the Members relating to the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement has been duly and validly taken, and this Agreement constitutes the legal, valid and binding and enforceable obligation of Members, except as enforceability may be limited by bankruptcy, insolvency and other laws of general application affecting the enforcement of creditor’s rights and that any remedies in the nature of equitable relief are in the discretion of the court.  All necessary action required to be taken by Members for the consummation of the transactions contemplated by this Agreement has been taken.

(ii)The execution and performance of this Agreement will not violate or conflict with any provision of Imaging’s certificate of formation, operating agreement, by-laws or other organizational documents. No approval or consent of, or notice to or filing with, any Person not a party to this Agreement or any governmental or quasi-governmental agency, is necessary to authorize the execution or delivery of this Agreement or the consummation of any of the transactions contemplated herein by Members other than approvals which have been obtained or will have been obtained at or prior to Closing.

(iii)The capital of Imaging is represented solely by the Imaging Interest.  Neither Imaging nor the Subsidiaries is not a party to any agreement or understanding pursuant to which any securities of any class of capital stock or any interest in the capital of Imaging or its Subsidiaries is to be issued or created or transferred, and neither Imaging nor the Subsidiaries have any agreements, plans, understandings or proposals, whether formal or informal or whether oral or in writing, pursuant to which any of them granted or may have issued or granted any individual or entity any Convertible Securities or any interest in Imaging or the Subsidiaries or Imaging’s or the Subsidiaries’ earnings or profits, however defined.

(iv)

(b)           Financial Statements.

(i)          Imaging has delivered to the Issuer the following financial statements (collectively, the “Imaging Financial Statements”):  Unaudited balance sheet at December 31, 2007 and the statements of operations, Members’ equity, cash flow and notes thereto for the two years in the period then ended.  The Imaging Financial Statements are in accordance with all books, records and accounts of Imaging.

(ii)  At the Closing Date, Imaging did not have any material liabilities, absolute or contingent, of the type required to be reflected on Imaging Financial Statements.  Imaging has not guaranteed or assumed or incurred any obligation with respect to any debt or obligations of any Person, except endorsements made in the ordinary course of business in connection with the deposit of items for collection and except as disclosed in the Imaging Financial Statements.  Imaging has no debts, contracts, guaranty, standby, indemnity or hold harmless commitments, liabilities or obligations of any kind, character or description, whether accrued, absolute, contingent or otherwise, or due or to become due except to the extent set forth or noted in the Imaging Financial Statement, and not heretofore paid or discharged.

(v)Except as disclosed in the Imaging Financial Statements, since December 31, 2007, there has not been any Material Adverse Change affecting Imaging or any damage or destruction, whether covered by insurance or not, affecting the business, property or assets of Imaging.

(c)   Property.  Imaging has disclosed to Issuer any real property owned by Imaging or leased by Imaging.  None of Imaging’s assets are subject to any encumbrances or other Claims except as reflected in the Imaging Financial Statements.

(d)           Intellectual Property Rights.

(i)Imaging has all requisite right, title and interest in or valid and enforceable rights to use all the intellectual property which it believes is necessary to the conduct of its business as presently conducted, including its rights to Imaging’s products. Each item of the intellectual property either is owned exclusively by Imaging, free and clear of any encumbrances, or is licensed to Imaging under a valid license granting sufficient rights to permit Imaging to conduct its business as presently conducted. To Imaging’s and Miley’s Best Knowledge, Imaging owns or has the valid right to use all trademarks, service marks and trade names used by Imaging in connection with the operation or conduct of Imaging’s business, including the sale of any products or technology or the provision of any services by Imaging. Imaging owns exclusively, and has good title to, all copyrighted works that are Imaging products or other works of authorship that Imaging otherwise purports to own; provided, however, that such works may incorporate copyrighted works or works of authorship, trademarks or trade names of third parties which are licensed to Imaging or are in the public domain. Imaging has not transferred ownership of any intellectual  property to any other Person.

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(ii)The operation of the business of Imaging as currently conducted, including Imaging’s design, development, use, import, export, manufacture and sale of the products, technology or services (including products, technology or services currently under development) of Imaging, to Imaging’s and Miley’s Best Knowledge, does not infringe the copyright or misappropriate the trade secrets, patent rights or trademark rights of any Person. Imaging has not received notice from any Person claiming that such operation or any act, product, technology or service (including products, technology or services currently under development) of Imaging infringes or misappropriates the intellectual property of any Person or constitutes unfair competition or trade practices under any law.

(iii)To Imaging’s and Miley’s Best Knowledge, there are no contracts between Imaging and any other Person with respect to intellectual property under which there is any dispute regarding the scope of such contract, or performance under such contract, including any dispute with respect to any payments to be made or received by Imaging thereunder.

(e)           No Defaults.

(i)Except as disclosed in the Imaging Financial Statement, Imaging has performed all material obligations required to be performed by it, and Imaging is not in default, in any material respect, under any agreement to which it is a party except to the extent that any such breach would not have a Material Adverse Effect.

(ii)Imaging is not in violation of its certificate of incorporation, by-laws or other organizational instrument.  The execution and delivery of this Agreement by Imaging and the consummation by Imaging and the Members of the transactions contemplated by this Agreement will not result in any violation of Imaging’s certificate of incorporation, by-laws or other organizational document or any applicable law or be in conflict with, constitute a default under, or result in a violation of, or give rise to any right of termination, cancellation or acceleration under, any material agreement to which Imaging is a party or any court order or decree or other governmental order or decree affecting Imaging.

(b)Compliance with Laws.

(i)Imaging has complied with, is not in violation of, and has not received any notices of violation with respect to, any law, judgment, decree, injunction or order, applicable to it, the conduct of its business or the ownership or operation of its business, including drug administration laws, regulations on drug’s operation and quality control, food hygiene laws, price, advertising and contract laws, company laws, currency laws and regulations, and other laws affecting or relating to its business.

(ii)To the Best Knowledge of Miley and Imaging, (i) Imaging is not in violation or, and has  not  received   any  written   notice  from  any governmental entity that there exists any violation of any law relating to the use or disposal or any other dealing with hazardous substances which are applicable to it, (ii) there are no hazardous  substances present on, under or about any of Imaging’s property or assets, (iii) no discharge,  spillage, uncontrolled  loss,  seepage or filtration of hazardous substances has occurred on, under or about any of Imaging’s property or assets, (iv) none of Imaging’s property or assets violates, or has at any time violated,  any hazardous  substance  laws, and (v) that  there  is no condition  on any  asset  for  which Imaging has an obligation  to undertake  any remedial  action  pursuant to and hazardous substance laws. Terms used in this Section 3(g)(ii) shall have the meaning accorded them under applicable law.

(g)           Litigation.  There are no material claims, actions, suits, proceedings, inquiries, labor disputes or investigations (whether or not purportedly on behalf of Imaging) pending or, to Imaging’s or Miley’s Best Knowledge, threatened against the Issuer or any of its assets, at law or in equity or by or before any governmental entity or in arbitration or mediation.  No bankruptcy, receivership or debtor relief proceedings are pending or, to the best of the Issuer’s knowledge, threatened against Imaging.

(h)           Taxes.  Imaging has properly filed all tax returns required to be filed and has paid all taxes shown thereon to be due.  To the Best Knowledge of Imaging and Miley, all tax returns previously filed are true and correct in all material respects.

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(i)           Transactions with Affiliates. Except as disclosed in the Imaging Financial Statements:

(i)There are no material contracts between Imaging, on the one hand, and any current officer, director, Member or any of their affiliates.  An affiliate of any Person is a Person who controls, is controlled by or is under common control with, such Person.

(ii)Imaging does not provide or cause to be provided any assets, services or facilities to any such current officer, director, Member or affiliate.

(iii)No current officer, director, Member or affiliate provides or causes to be provided any assets, services or facilities to Imaging.

(iv)Imaging does not beneficially own, directly or indirectly, any investment assets of any such current or former officer, director, Member or affiliate.

(j)           Reliance by the Issuer.  The representations and warranties set forth in this Section 4 do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein and therein, when taken together, not misleading.

5.           Conditions to the Obligation of the Issuer.  The obligations of the Issuer under this Agreement are subject to the satisfaction of the following conditions unless waived by the Issuer:

(a)Representations and Warranties.  On the Closing Date, the representations and warranties of Members shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on such date, and Members shall have performed all of its obligations required to be performed by it pursuant to this Agreement at or prior to the Closing Date, and the Issuer shall have received the certificate of Members to such effect and as to matters set forth in Section 4(b) of this Agreement..

(b)No Material Adverse Change.  No Material Adverse Change in the business or financial condition of Imaging shall have occurred or be threatened since the date of this Agreement, and no action, suit or proceedings shall be threatened or pending before any court of governmental agency or authority or regulatory body seeking to restraint, prohibition or the obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated by this Agreement or that, if adversely decided, has or may have a material adverse effect on any of the assets, properties, business, prospects, operations or financial condition of Imaging.

(c)Documents.  Imaging shall have delivered to the Issuer:

(i)The Certificate of Formation of Imaging, and the Subsidiaries.

(ii)Evidence as to the good standing of Imaging and the Subsidiaries.

(iii)The operating agreement of Imaging and the Subsidiaries, if any, certified by the chief financial officer of other officer authorized by the board.

(d)Other Instruments.  Imaging shall have delivered such other documents as counsel for Members may reasonably request.

6.           Conditions to the Obligation of Members.  The obligations of Members under this Agreement are subject to the satisfaction of the following conditions unless waived by Members:

(a)Representations and Warranties.  On the Closing Date, the representations and warranties of the Issuer shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on such date, and the Issuer shall have performed all of its respective obligations required to be performed by it pursuant to this Agreement at or prior to the Closing Date, and Members shall have received the certificate of the Issuer to such effect and as to matters set forth in Section 5(b) of this Agreement.

(b)No Material Adverse Change.  No Material Adverse Change in the business or financial condition of the Issuer shall have occurred or be threatened since the date of this Agreement, and no action, suit or proceedings shall be threatened or pending before any court of governmental agency or authority or regulatory body seeking to restraint, prohibition or the obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated by this Agreement or that, if adversely decided, has or may have a material adverse effect on any of the assets, properties, business, prospects, operations or financial condition of the Issuer.

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(c)Documents.  The Issuer shall have delivered to Members:

(i)The certificate of incorporation of the Issuer.

(ii)A certificate issued by the Secretary of State of Nevada dated as of a current date as to the good standing of the Issuer in Delaware.

(iii)The by-laws of the Issuer, certified by the Secretary of the Issuer.

(iv)Resolutions of the Issuer’s board of directors approving this Agreement and the transactions contemplated by this Agreement.

(v) Resignations of Russell Adler and Stuart Posner as executive officers and directors of the Issuer, except that Stuart Posner’s resignation as a director shall be subject to the filing with the Securities and Exchange Commission and mailing of a Schedule 14f to the Issuers shareholders.

(vi) stock certificates representing the Shares.

7.           Termination.

(a)Basis For Termination.  This Agreement may be terminated prior to the Closing Date only by written agreement by both parties.

(b)Effect of Termination.  In the event of a termination of this Agreement pursuant to this Section 6, neither party shall have any obligation or liability to the other, and each party shall bear its own expenses.

8.           Indemnification

(a)           Each Member hereby agrees to severally and not jointly indemnify and hold the Issuer and their respective shareholders, directors, officers, employees, Affiliates, agents, representatives, heirs, successors and assigns (collectively, the "Issuer Indemnified Parties") harmless from and against:

(i)  any and all losses, liabilities, obligations, damages, costs and expenses based upon, attributable to or resulting from the failure of any representation or warranty of such Members made herein or any representation or warranty contained in any certificate delivered by or on behalf of such Member pursuant to this Agreement, to be true and correct in all respects as of the date made;

(ii) any and all losses, liabilities, obligations, damages, costs and expenses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of such  Member under this Agreement;

(iii)  any and all losses, liabilities, obligations, damages, costs and expenses based upon, attributable to or resulting from any act or omission of the any Member; and

(iv)  any and all undisclosed expenses incident to the foregoing.

For the avoidance of doubt, Uphold is only providing indemnification with respect to his own representations, warranties, covenants, obligations, acts, and omissions hereunder.

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(b)           Issuer and the Majority Stockholders hereby agree to indemnify and hold the Members and their respective Affiliates, agents, successors and assigns (collectively, the "Member Indemnified Parties") harmless from and against:

(i)  any and all losses, liabilities, obligations, damages, costs and expenses based upon, attributable to or resulting from the failure of any representation or warranty of the Issuer or the Majority Stockholders or any representation or warranty contained in any certificate delivered by or on behalf of the Issuer or the Majority Stockholders pursuant to this Agreement, to be true and correct as of the date made;

(ii)  any and all losses, liabilities, obligations, damages, costs and expenses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of the Issuer or the Majority Stockholders under this Agreement; and

(iii)  any and all undisclosed Expenses incident to the foregoing.

(c)           Indemnification Procedures.

(i)  In the event that any legal proceedings shall be instituted or that any claim or demand ("Claim") shall be asserted by any Person in respect of which payment may be sought under this section, the Indemnified Party shall reasonably and promptly cause written notice of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the Indemnifying Party.  The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder.  If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Claim which relates to any losses indemnified against hereunder, it shall within five (5) days (or sooner, if the nature of the Claim so requires) notify the Indemnified Party of its intent to do so.  If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, fails to notify the Indemnified Party of its election as herein provided or contests its obligation to indemnify the Indemnified Party for such Losses under this Agreement, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Claim.  If the Indemnified Party defends any Claim, then the Indemnifying Party shall reimburse the Indemnified Party for the Expenses of defending such Claim upon submission of periodic bills.  If the Indemnifying Party shall assume the defense of any Claim, the Indemnified Party may participate, at his or its own expense, in the defense of such Claim; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if, (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all indemnified parties in connection with any Claim.  The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Claim.

(ii)  After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter and the Indemnifying Party shall be required to pay all of the sums so due and owing to the Indemnified Party by wire transfer of immediately available funds within 10 business days after the date of such notice.

(iii)  The failure of the Indemnified Party to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the Indemnifying Party's obligations with respect thereto except to the extent that the Indemnifying Party can demonstrate actual loss and prejudice as a result of such failure.

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9.           Miscellaneous.

(a)           Entire Agreement.  This Agreement, including the Exhibits and the Schedule, which constitutes integral parts of this Agreement, constitutes the entire agreement of the parties, superseding and terminating any and all prior or contemporaneous oral and written agreements, understandings or letters of intent between or among the parties with respect to the subject matter of this Agreement.  No part of this Agreement may be modified or amended, nor may any right be waived, except by a written instrument which expressly refers to this Agreement, states that it is a modification or amendment of this Agreement and is signed by the parties to this Agreement, or, in the case of waiver, by the party granting the waiver.  No course of conduct or dealing or trade usage or custom and no course of performance shall be relied on or referred to by any party to contradict, explain or supplement any provision of this Agreement, it being acknowledged by the parties to this Agreement that this Agreement is intended to be, and is, the complete and exclusive statement of the agreement with respect to its subject matter.  Any waiver shall be limited to the express terms thereof and shall not be construed as a waiver of any other provisions or the same provisions at any other time or under any other circumstances.

(b)           Severability.  If any section, term or provision of this Agreement shall to any extent be held or determined to be invalid or unenforceable, the remaining sections, terms and provisions shall nevertheless continue in full force and effect.

(c)Notices.  All notices provided for in this Agreement shall be in writing signed by the party giving such notice, and delivered personally or sent by overnight courier, mail or messenger against receipt thereof or sent by registered or certified mail, return receipt requested, or by facsimile transmission or similar means of communication if receipt is confirmed or if transmission of such notice is confirmed by mail as provided in this Section 8(c).  Notices shall be deemed to have been received on the date of personal delivery or telecopy or attempted delivery.  Notice shall be delivered to the parties at the following addresses:

If to the Issuer:                                                            12876 Biscayne Boulevard, Suite 276

Miami, Florida  33181

Facsimile:

With a copy to:                                                             Russell Adler, Esq.

10800 Biscayne Blvd. Suite 350

Miami, Florida 33161

Facsimile:  (305) 893-1441

If to Imaging or the Members:

600 North Cattleman Road

Sarasota, Florida  34232

Facsimile: 941-342-0505

With a copy to:                                                            Stephen M. Fleming, Esq.

Law Offices of Stephen M. Fleming PLLC

403 Merrick Avenue, 2nd Floor

East Meadow, New York 11554

Facsimile:  516-977-1209

Any party may, by like notice, change the address, person or telecopier number to which notice shall be sent.

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(d)Governing Law.  This Agreement shall be governed and construed in accordance with the laws of the State of Florida applicable to agreements executed and to be performed wholly within such State, without regard to any principles of conflicts of law.  Each of the parties hereby  irrevocably consents and agrees that any legal or equitable action or proceeding arising under or in connection with this Agreement shall be brought in the federal or state courts located geographically located nearest to Sarasota, Florida, by execution and delivery of this Agreement, irrevocably submits to and accepts the jurisdiction of said courts, (iii) waives any defense that such court is not a convenient forum, and (iv) consent to any service of process made either (x) in the manner set forth in Section 8(c) of this Agreement (other than by telecopier), or (y) any other method of service permitted by law.

(e)Survival of Representations and Warranties.  The parties hereto hereby agree that the representations and warranties contained in this Agreement or in any certificate, document or instrument delivered in connection herewith, shall survive the execution and delivery of this Agreement, and the Closing hereunder, regardless of any investigation made by the parties hereto; provided, however, that any claims or actions with respect thereto shall terminate unless within twenty-four (24) months after the Closing Date written notice of such claims is given to the Company or such actions are commenced.

(f)Waiver of Jury Trial.  EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN THE EVENT OF ANY SUIT, ACTION OR PROCEEDING TO ENFORCE THIS AGREEMENT OR ANY OTHER ACTION OR PROCEEDING WHICH MAY ARISE OUT OF OR IN ANY WAY BE CONNECTED WITH THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS.

(g)Parties to Pay Own Expenses.  Each of the parties to this Agreement shall be responsible and liable for its own expenses incurred in connection with the preparation of this Agreement, the consummation of the transactions contemplated by this Agreement and related expenses.

(h)Tax Consequences.  Each party to this Agreement is relying on his or its own tax advisors as to the tax consequences of this Agreement and the transactions contemplated by this Agreement, and no party is making any representations or warranties of any kind as to such tax consequences to any other party.

(i)Successors.  This Agreement shall be binding upon the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns; provided, however, that Members may not assign this Agreement or any of its rights under this Agreement without the prior written consent of the Issuer.

(j)Further Assurances.  Each party to this Agreement agrees, without cost or expense to any other party, to deliver or cause to be delivered such other documents and instruments as may be reasonably requested by any other party to this Agreement in order to carry out more fully the provisions of, and to consummate the transaction contemplated by, this Agreement.

(k)Counterparts.  This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(l)Headings.  The headings in the Sections of this Agreement are inserted for convenience only and shall not constitute a part of this Agreement.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

FIRSTWAY ENTERPRISES, INC.

By:/s/ Stuart Posner

Name: Stuart Posner

Title:  CEO

MAJORITY STOCKHOLDERS

/s/ Stuart Posner

Stuart Posner

/s/ Russell Adler

Russell Adler

US IMAGING HOLDING, LLC

By:/s/ Stephen Miley

Name: Stephen Miley

Title: Managing Member

MEMBERS

/s/ John Uphold

John Uphold

/s/ Stephen Miley

Stephen Miley

Schedule A

Information Concerning Members

Name and Address	Imaging Interest	Shares
John Uphold	10%	4,095,219
Stephen Miley	90%	36,856,970
		40,952,189

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EX-10.2

Exhibit 10.2

CONSULTING AGREEMENT

CONSULTING AGREEMENT, dated as of the 2nd day of May, 2008 (the “Effective Date”), by and between Firstway Enterprises, Inc., a Delaware corporation (the “Company”), and Searchlight Partners, LLC, a Florida limited liability company  (“Consultant”).

W I T N E S S E T H:

WHEREAS, Consultant has experience in providing advice on corporate development and strategic planning including guiding the Company through its immediate capital raising efforts including a financing in the amount of $1,000,000 with The Posner Group (the “Funding”), filing a registration statement with the Securities Exchange Commission, if needed, and obtaining a listing (the “Listing”) with the OTCBB (the “Services”); and

WHEREAS, the Company desires to engage the service of Consultant in connection with Services, and Consultant desires to perform such Services, all on and subject to the terms of this Agreement;

WHEREFORE, the parties do hereby agree as follows:

1.Services.

(a)The Company hereby engages Consultant to provide the Services.  In performing the Services, Consultant shall report to such person as may, from time to time, be designated by the Company’s chief executive officer.  Consultant shall not have any authority to execute contracts or make any commitments on behalf of the Company.

(b)Consultant accepts the engagement provided in this Agreement and agrees to perform the Services in a professional manner, diligently, in good faith, in a manner consistent with the best interests of the Company.  Consultant shall not be required to devote his full time and attention to the Services. The Company recognizes that Consultant has other business activities to which he devotes a significant amount of his time.

2.Term.  This Agreement shall, subject to Section 5 of this Agreement, have a term (the “Term”) commencing on the date of this Agreement and ending on the six month anniversary of the Effective Date.

3.Compensation.  In consideration of the Services rendered and to be rendered by Consultant the Company shall grant to Consultant 3,758,749 shares of the Company’s common stock, par value $.0001 per share (“Common Stock”), which shall be issued on the Effective Date to the parties set forth on Schedule 3.  The shares of Common Stock shall be issued upon the Company closing the Funding and/or the Listing with the OTCBB or any other trading platform.  The 3,758,749 shares of common stock issued under this Agreement shall have piggyback registration rights regardless of whether they are issued to the Consultant or its designees as set forth on Schedule 3.

4.Expenses.  The Company shall reimburse Consultant for all reasonable and necessary expenses incurred by Consultant on behalf of the Company upon presentation of appropriate vouchers and back-up documentation in accordance with the Company’s expense reimbursement policy.  Consultant will not incur any expenses for travel or any other expenses involving more than $100 without the prior written approval of the Company.

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5.Confidential Information.

(a)Consultant recognizes and acknowledges that during the course of performing the Services it will acquire information regarding the Company and the Company’s business methods, technology, products, plans and clients and other information which is not publicly known and which the Company regards as proprietary to it and includes any confidential proprietary information (“Confidential Information”).  Without limiting the generality of the foregoing, Confidential Information includes all proprietary know-how, use and applications know-how, technical information, product formulae and formulations and other trade secrets relating to the Company’s products and proposed products, any information or other information contained in any patent application, regardless of whether a patent is ever issued with respect to such application, results of studies and surveys, in any stage of development, including, without limitation, modifications, enhancements, designs, concepts, techniques, methods, ideas, flow charts and all other information relating to the Company’s products.

(b)Consultant agree that it will not, at any time, whether during or after the Term, disclose to any person or use, directly or indirectly, for Consultant’s own benefit or the benefit of others, or aid or assist others in using any Confidential Information, or permit any person to examine or make copies of any document which may contain or is derived from Confidential Information, whether prepared by Consultant or otherwise coming into Consultant’s possession or control.

(c)In the event that Consultant is, pursuant to, or required by, applicable law, regulation or legal process, to disclose any of the Confidential Information, Consultant will notify the Company promptly so that the Company may, at its cost, seek a protective order or other appropriate remedy or, its sole discretion, waive compliance with the terms of this Section 5.  Consultant shall not disclose any Confidential Information until the court has made a ruling.  In the event that no such protective order or other remedy is obtained, or in the event that the disclosing party waives compliance with the terms of this Section 5, Consultants will furnish only that portion of the Confidential Information which it is advised by counsel is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information.

6.Return of Confidential Information.  Consultant shall, upon completion of the Services or upon termination of Consultant’s engagement with the Company, or earlier at the request of the Company, turn over to the Company all documents, papers, computer disks or other material in Consultant’s possession or under Consultant’s control which may contain or be derived from Confidential Information, together with all documents, notes or other work products which are connected with or derived from the Services.  To the extent that any Confidential Information is on Consultant’s hard drive or other storage media, he shall, upon the request of the Company, cause such information to be erased from his computer disks and all other storage media.

7.Non-Solicitation.

(a)During the Term and for a period one (1) year following the expiration or termination of the Term, Consultant will not, directly or indirectly:

(i)persuade or attempt to persuade any person or entity which is or was a customer or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer,” as used in this Section 7(a) includes any potential customer to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the Term);

(ii)persuade or attempt to persuade any employee of the Company to leave the Company’s employ, or to become employed by any person or entity other than the Company.

(b)Consultant acknowledge that the restrictive covenants (the “Restrictive Covenants”) contained in this Section 7 are a condition of Consultant’s engagement by the Company and the grant of the Common Stock and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

8.Injunctive Relief.  Consultant acknowledge that the violation or threatened violation by it of any of the provisions of Sections 5, 6 and 7 of this Agreement shall cause immediate and irreparable harm to the Company.  In the event of any breach or threatened breach of any of said provisions, Consultant consent to the entry of preliminary and permanent injunctions by a court of competent jurisdiction prohibiting them from any violation or threatened violation of such provisions and compelling them to comply with such provisions. This Section 8 shall not affect or limit, and the injunctive relief provided in this Section 8 shall be in addition to, and not in lieu of, any other remedies available to the Company at law or in equity for any such violation by Consultant.

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9.Non-Circumvention.Neither Company nor any representative of Company shall contact any funding source introduced to the Company through Consultant without the prior written approval of Consultant for the duration of this Agreement, or for a period of two years following the termination of this Agreement.  Furthermore, Company hereby irrevocably agrees not to circumvent, avoid, bypass, or obviate, directly or indirectly, the intent of this Agreement, or to avoid payment of fees in any transaction with any funding source introduced to the Company by Consultant.

10.Independent Contractors.  It is expressly agreed that the Company and Consultant are acting hereunder as independent contractors.  Neither party shall be deemed to an employer, employee, agent, partner or joint venturer of the other. No party has authority to enter into agreements on behalf of any other party or to bind any other party in any way.

11.Notices.  Any notices required or permitted to be sent hereunder shall be in writing and shall be sent, by certified or regis­tered mail, return receipt re­quest­ed, or by messenger or overnight courier which provides evidence of delivery, or by telecopier or similar means of communication if the receipt is acknowledged or if a copy thereof is sent in the manner provided in this Section 11.  Notices shall be sent to the addresses or telecopier number set forth on the signature page of this Agreement.  Notices shall be effective upon the date when delivery is either ef­fected or refused.

12.Survival.  The provisions of Sections 5, 6 and 7 of this Agreement shall survive any termination of this Agreement or the Term.  This Agreement shall survive any change in stock ownership of the Company.

13.Miscellaneous.

(a)Consultant represents, warrants, covenants and agrees (i) that it has a right to enter into this Agreement, (ii) that it is not a party to any agreement or understanding, oral or written, which would prohibit performance of his obligations under this Agreement, (iii) that it will not use in the performance of his obligations hereunder any proprietary information of any other party which he is legally prohibited from using, (iv) that it is an accredited investor within the meaning of Rule 501 of the Commission pursuant to the Securities Act of 1933 (the “Securities Act”), (v) that it understands that the Shares constitute restricted securities within the meaning of Rule 144 of the Securities Exchange Commission (the “Commission”) pursuant to the Securities Act and may not be sold or otherwise transferred except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act and (vi) acknowledges that the certificate or certificates for the Common Stock will bear the Company’s customary Securities Act restrictive legend.

(b)This Agreement, and the respective rights, duties and obligations of the parties pursuant to this Agreement, shall be governed and construed in accordance with the laws of the State of Florida applicable to agreements executed and to be performed wholly within such state without regard to principles of conflicts of law.  Each party hereby (i) irrevocably consents and agrees that any legal or equitable action or proceeding arising under or in connection with this Agreement may be brought in any federal or state court situated in Sarasota, Florida, (ii) irrevocably submits to and accepts, with respect to its properties and assets, generally and unconditionally, the in personam jurisdiction of the aforesaid courts and waives the defense of an inconvenient forum to the maintenance of such action or proceeding, and (iii) agrees that service in any such action may be made either (x) by mailing or delivering a copy of such process to such party in the manner set forth in Section 10 of this Agreement, other than by facsimile transmission, or (y) by any other manner permitted by law.

(c) This Agreement shall bind and inure to the benefit of the parties, and their respective executors, administrators, successors and assigns; provided, however, that neither party may assign his or its obligations under this Agreement except that this Agreement may be assigned by the Company in connection with a merger, consolidation or sale by the Company of all or substantially all of its business.

(d)If any provision of this Agreement is found to be void or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement, shall, nevertheless, be binding upon the parties with the same force and effect as though the unenforceable part has been severed and deleted.

(e)Each of the parties to this Agreement shall execute and deliver to the other party, without charge to the other party, any further instruments and documents and take such other action as may be requested by the other party in order to provide for the other party the benefits of this Agreement.

(f)This Agreement may be executed in one or more counterparts, all of which shall be deemed to be duplicate originals.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

FIRSTWAY ENTERPRISES, INC.

By:  /s/ Stuart Posner

Name:  Stuart Posner

Title: Chief Executive Officer

ADDRESS:

12876 Biscayne Boulevard, Suite 276

Miami, Florida  33181

Attention: Stuart Posner, CEO

Facsimile: _____________________

SEARCHLIGHT PARTNERS, LLC

By:/s/ Todd Ellsworth

Name: Todd Ellsworth

Title: Managing Member

ADDRESS:

5020 Clark Road, Suite 156

Sarasota, Florida  34233

Attention: Todd Ellsworth, Managing Member

Facsimile: 941-827-8128

Schedule 3

Name	Number of Shares
Spyglass Ventures, LLC		1,503,500
Clifford Wildes		501,166
Carole Wildes		501,166
Katelyn Kesselring		501,166
Searchlight Partners, LLC		751,751

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EX-10.3

Exhibit 10.3

CONSULTING AGREEMENT

CONSULTING AGREEMENT, dated as of the 2nd day of May, 2008 (the “Effective Date”), by and between Firstway Enterprises, Inc., a Delaware corporation (the “Company”) and Cypress Advisors LLC, a Florida limited liability company  (“Consultant”).

W I T N E S S E T H:

WHEREAS, Consultant has experience in providing advice on capital raising and will undertake to contact and present information regarding Company to persons or entities (the “Services”), where such source may provide, each in its own discretion, funding and/or financing to the Company including a financing in the amount of $1,000,000 with The Posner Group (the “Funding”); and

WHEREAS, the Company desires to engage the service of Consultant in connection with Services, and Consultant desires to perform such Services, all on and subject to the terms of this Agreement;

WHEREFORE, the parties do hereby agree as follows:

1.Services.

(a)The Company hereby engages Consultant to provide the Services.  In performing the Services, Consultant shall report to such person as may, from time to time, be designated by the Company’s chief executive officer.  Consultant shall not have any authority to execute contracts or make any commitments on behalf of the Company.

(b)Consultant accepts the engagement provided in this Agreement and agrees to perform the Services in a professional manner, diligently, in good faith, in a manner consistent with the best interests of the Company.  Consultant shall not be required to devote his full time and attention to the Services. The Company recognizes that Consultant has other business activities to which he devotes a significant amount of his time.

2.Term.  This Agreement shall, subject to Section 5 of this Agreement, have a term (the “Term”) commencing on the date of this Agreement and ending on the six month anniversary of the Effective Date.

3.Compensation.  In consideration of the Services rendered and to be rendered by Consultant the Company shall grant to Consultant 2,273,438 shares of the Company’s common stock, par value $.0001 per share (“Common Stock”), which shall be issued concurrent with the Funding; provided, however, 750,235 shares shall be held by a third party and shall be delivered to the Consultant upon the closing of a financing in excess of $2,000,000 resulting from the efforts of Consultant at terms that are acceptable to the Company.  The 2,273,438 shares of Common Stock issued under this Agreement shall have piggyback registration rights.

4.Expenses.  The Company shall reimburse Consultant for all reasonable and necessary expenses incurred by Consultant on behalf of the Company upon presentation of appropriate vouchers and back-up documentation in accordance with the Company’s expense reimbursement policy.  Consultant will not incur any expenses for travel or any other expenses involving more than $100 without the prior written approval of the Company.

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5.Confidential Information.

(a)Consultant recognizes and acknowledges that during the course of performing the Services it will acquire information regarding the Company and the Company’s business methods, technology, products, plans and clients and other information which is not publicly known and which the Company regards as proprietary to it and includes any confidential proprietary information (“Confidential Information”).  Without limiting the generality of the foregoing, Confidential Information includes all proprietary know-how, use and applications know-how, technical information, product formulae and formulations and other trade secrets relating to the Company’s products and proposed products, any information or other information contained in any patent application, regardless of whether a patent is ever issued with respect to such application, results of studies and surveys, in any stage of development, including, without limitation, modifications, enhancements, designs, concepts, techniques, methods, ideas, flow charts and all other information relating to the Company’s products.

(b)Consultant agree that it will not, at any time, whether during or after the Term, disclose to any person or use, directly or indirectly, for Consultant’s own benefit or the benefit of others, or aid or assist others in using any Confidential Information, or permit any person to examine or make copies of any document which may contain or is derived from Confidential Information, whether prepared by Consultant or otherwise coming into Consultant’s possession or control.

(c)In the event that Consultant is, pursuant to, or required by, applicable law, regulation or legal process, to disclose any of the Confidential Information, Consultant will notify the Company promptly so that the Company may, at its cost, seek a protective order or other appropriate remedy or, its sole discretion, waive compliance with the terms of this Section 5.  Consultant shall not disclose any Confidential Information until the court has made a ruling.  In the event that no such protective order or other remedy is obtained, or in the event that the disclosing party waives compliance with the terms of this Section 5, Consultants will furnish only that portion of the Confidential Information which it is advised by counsel is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information.

6.Return of Confidential Information.  Consultant shall, upon completion of the Services or upon termination of Consultant’s engagement with the Company, or earlier at the request of the Company, turn over to the Company all documents, papers, computer disks or other material in Consultant’s possession or under Consultant’s control which may contain or be derived from Confidential Information, together with all documents, notes or other work products which are connected with or derived from the Services.  To the extent that any Confidential Information is on Consultant’s hard drive or other storage media, he shall, upon the request of the Company, cause such information to be erased from his computer disks and all other storage media.

7.Non-Solicitation.

(a)During the Term and for a period one (1) year following the expiration or termination of the Term, Consultant will not, directly or indirectly:

(i)persuade or attempt to persuade any person or entity which is or was a customer or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer,” as used in this Section 7(a) includes any potential customer to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the Term);

(ii)persuade or attempt to persuade any employee of the Company to leave the Company’s employ, or to become employed by any person or entity other than the Company.

(b)Consultant acknowledge that the restrictive covenants (the “Restrictive Covenants”) contained in this Section 7 are a condition of Consultant’s engagement by the Company and the grant of the Common Stock and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

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8.Injunctive Relief.  Consultant acknowledge that the violation or threatened violation by it of any of the provisions of Sections 5, 6 and 7 of this Agreement shall cause immediate and irreparable harm to the Company.  In the event of any breach or threatened breach of any of said provisions, Consultant consent to the entry of preliminary and permanent injunctions by a court of competent jurisdiction prohibiting them from any violation or threatened violation of such provisions and compelling them to comply with such provisions. This Section 8 shall not affect or limit, and the injunctive relief provided in this Section 8 shall be in addition to, and not in lieu of, any other remedies available to the Company at law or in equity for any such violation by Consultant.

9.           Non-Circumvention.Neither Company nor any representative of Company shall contact any funding source introduced to the Company through Consultant without the prior written approval of Consultant for the duration of this Agreement, or for a period of two years following the termination of this Agreement.  Furthermore, Company hereby irrevocably agrees not to circumvent, avoid, bypass, or obviate, directly or indirectly, the intent of this Agreement, or to avoid payment of fees in any transaction with any funding source introduced to the Company by Consultant.

10.Independent Contractors.  It is expressly agreed that the Company and Consultant are acting hereunder as independent contractors.  Neither party shall be deemed to an employer, employee, agent, partner or joint venturer of the other. No party has authority to enter into agreements on behalf of any other party or to bind any other party in any way.

11.Notices.  Any notices required or permitted to be sent hereunder shall be in writing and shall be sent, by certified or regis­tered mail, return receipt re­quest­ed, or by messenger or overnight courier which provides evidence of delivery, or by telecopier or similar means of communication if the receipt is acknowledged or if a copy thereof is sent in the manner provided in this Section 11.  Notices shall be sent to the addresses or telecopier number set forth on the signature page of this Agreement.  Notices shall be effective upon the date when delivery is either ef­fected or refused.

12.Survival.  The provisions of Sections 5, 6 and 7 of this Agreement shall survive any termination of this Agreement or the Term.  This Agreement shall survive any change in stock ownership of the Company.

13.Miscellaneous.

(a)Consultant represents, warrants, covenants and agrees (i) that it has a right to enter into this Agreement, (ii) that it is not a party to any agreement or understanding, oral or written, which would prohibit performance of his obligations under this Agreement, (iii) that it will not use in the performance of his obligations hereunder any proprietary information of any other party which he is legally prohibited from using, (iv) that it is an accredited investor within the meaning of Rule 501 of the Commission pursuant to the Securities Act of 1933 (the “Securities Act”), (v) that it understands that the Shares constitute restricted securities within the meaning of Rule 144 of the Securities Exchange Commission (the “Commission”) pursuant to the Securities Act and may not be sold or otherwise transferred except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act and (vi) acknowledges that the certificate or certificates for the Common Stock will bear the Company’s customary Securities Act restrictive legend.

(b)This Agreement, and the respective rights, duties and obligations of the parties pursuant to this Agreement, shall be governed and construed in accordance with the laws of the State of Florida applicable to agreements executed and to be performed wholly within such state without regard to principles of conflicts of law.  Each party hereby (i) irrevocably consents and agrees that any legal or equitable action or proceeding arising under or in connection with this Agreement may be brought in any federal or state court situated in Sarasota, Florida, (ii) irrevocably submits to and accepts, with respect to its properties and assets, generally and unconditionally, the in personam jurisdiction of the aforesaid courts and waives the defense of an inconvenient forum to the maintenance of such action or proceeding, and (iii) agrees that service in any such action may be made either (x) by mailing or delivering a copy of such process to such party in the manner set forth in Section 11 of this Agreement, other than by facsimile transmission, or (y) by any other manner permitted by law.

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(c) This Agreement shall bind and inure to the benefit of the parties, and their respective executors, administrators, successors and assigns; provided, however, that neither party may assign his or its obligations under this Agreement except that this Agreement may be assigned by the Company in connection with a merger, consolidation or sale by the Company of all or substantially all of its business.

(d)If any provision of this Agreement is found to be void or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement, shall, nevertheless, be binding upon the parties with the same force and effect as though the unenforceable part has been severed and deleted.

(e)Each of the parties to this Agreement shall execute and deliver to the other party, without charge to the other party, any further instruments and documents and take such other action as may be requested by the other party in order to provide for the other party the benefits of this Agreement.

(f)This Agreement may be executed in one or more counterparts, all of which shall be deemed to be duplicate originals.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

FIRSTWAY ENTERPRISES, INC.

By:  /s/ Stuart Posner

Name: Stuart Posner

Title: Chief Executive Officer

ADDRESS:

12876 Biscayne Boulevard, Suite 276

Miami, Florida  33181

Attention: Stuart Posner, CEO

Facsimile: _____________________

CYPRESS ADVISORS LLC

By: /s/Scott Koch

Name: Scott Koch

Title: Managing Member

ADDRESS:

2750 N.E. 185th Street, 2nd Floor

Miami Florida 33180

Attention: Scott Koch, Managing Member

Facsimile: _____________________

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