10-K/A 1 form10ka.htm MIDAS MEDICI GROUP HOLDINGS, INC form10ka.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
(Mark One)
 
 
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2008
 
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 193
 


For the transition period from ___________ to ___________
 
000-52621
Commission file number
MIDAS MEDICI GROUP HOLDINGS, INC.
 
f/k/a MONDO ACQUISITION I, INC.
(Name registrant as specified in its charter)
 
Delaware
37-1532843
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
   
61 Broadway, 32 nd Floor New York, NY
10006
(Address of principal executive offices)
(Zip Code)
 
   
Registrant’s telephone number, including area code:
(212) 930-9700
 
Securities registered under Section 12(b) of the Exchange Act:
   
   
Title of each class
Name of each exchange on which registered
None
None
   
 
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.001
(Title of class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
 
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 
Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
 
Large Accelerated Filer o
Accelerated Filer o
Non-accelerated Filer o
Smaller reporting company x
 
Aggregate market value of the Common Stock held by non-affiliates of the Company as of June 30, 2008: $0.
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
 
(ISSURERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
 
 
Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes o No o
 
Number of shares of the registrant’s common stock outstanding as of March 6, 2009: 1,000,000 shares of Common Stock
 
 
 
 
 
 


EXPLANATORY NOTE

This amended annual report on Form 10-K/A ("Form 10-K/A") is being filed to amend our annual report on Form 10-K for the fiscal year ended December 31, 2008, which was originally filed with the Securities and Exchange Commission ("SEC") on March 6, 2009.

This Form 10-K/A is being filed to amend Part II, Item 9A, Controls and Procedures of the Original Form 10-K and to include a revised audit report letter of RBSM, LLP.

This Amendment does not amend any other information set forth in the Form 10-K, and we have not updated disclosures contained therein to reflect any events that occurred subsequent to the date of such report. In addition, in connection with the filing of this Amendment and pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the certifications of our principal executive officer and principal financial officer are attached as exhibits to this Amendment.

 
 
 
2
 
 
PART II
 
Item 5.  Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 
Market Information

The Company's Common Stock is not trading on any stock exchange. The Company is not aware of any market activity in its stock since its inception and through the date of this filing.

Holders

As of March 6, 2009, we had one stockholder of record.

Dividends

The Company has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company's business.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

The Company issued 1,000,000 shares of Common Stock on December 8, 2006, to Mondo Management Corp., for an aggregate purchase price of $17,500. The Company sold these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act.

Item 6.  Selected Financial Data.

Not applicable.


The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.
 
 
 
3
 
 

The Company has not realized any revenues from operations since inception, and its plan of operation for the next twelve months is to locate a suitable acquisition or merger candidate and consummate a business combination. The Company may need additional cash advances from stockholders or loans from other parties to pay for operating expenses until the Company consummates the merger with a privately-held company. Although it is currently anticipated that the Company can satisfy its cash requirements with additional cash advances or loans from other parties, if needed, for at least the next twelve months, the Company can provide no assurance that it can continue to satisfy its cash requirements for such period.

Since our formation on October 30, 2006, our purpose has been to effect a business combination with an operating business which we believe has significant growth potential. We are currently considered to be a “blank check” company in as much as we have no specific business plans, no operations, revenues or employees. We currently have no definitive agreements or understanding with any prospective business combination candidates and have not targeted any business for investigation and evaluation nor are there any assurances that we will find a suitable business with which to combine. The implementation of our business objectives is wholly contingent upon a business combination and/or the successful sale of securities in the company. We intend to utilize the proceeds of any offering, any sales of equity securities or debt securities, bank and other borrowings or a combination of those sources to effect a business combination with a target business which we believe has significant growth potential. While we may, under certain circumstances, seek to effect business combinations with more than one target business, unless and until additional financing is obtained, we will not have sufficient proceeds remaining after an initial business combination to undertake additional business combinations.
 
As a result of our limited resources, we expect to effect only a single business combination. Accordingly, the prospects for our success will be entirely dependent upon the future performance of a single business. Unlike certain entities that have the resources to consummate several business combinations or entities operating in multiple industries or multiple segments of a single industry, we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. A target business may be dependent upon the development or market acceptance of a single or limited number of products, processes or services, in which case there will be an even higher risk that the target business will not prove to be commercially viable.

Our officers are only required to devote a very limited portion of their time to our affairs on a part-time or as-needed basis. We expect to use outside consultants, advisors, attorneys and accountants as necessary, none of which will be hired on a retainer basis. We do not anticipate hiring any full-time employees so long as we are seeking and evaluating business opportunities.

We expect our present management to play no managerial role in the Company following a business combination. Although we intend to scrutinize closely the management of a prospective target business in connection with our evaluation of a business combination with a target business, our assessment of management may be incorrect. We cannot assure you that we will find a suitable business with which to combine.

Results of Operations

The Company has not conducted any active operations since inception, except for its efforts to locate a suitable acquisition or merger transaction. No revenue has been generated by the Company during such period, and it is unlikely the Company will have any revenues unless it is able to consummate or effect an acquisition of, or merger with, an operating company, of which there can be no assurance.

Net loss for the years ended December 31, 2008 and 2007 was $858 and $1,894.  Net loss for the period from October 30, 2006 (Date of Inception) to December 31, 2008 was $4,245.
 
 
 
4
 
 

The Company will not have any revenues from any operations absent a merger or other business combination with an operating company, and no assurance can be given that such a merger or other business combination will occur or that the Company can engage in any public or private sales of the Company’s equity or debt securities to raise working capital. The Company is dependent upon future loans from its present stockholders or management, and there can be no assurances that its present stockholders or management will make any loans to the Company. On August 15, 2008, the Company paid $10,000 to its sole stockholder, which was accounted for as a return of capital. At December 31, 2008, the Company had cash of $5,944 and working capital of $3,255.

The Company's present material commitments are professional and administrative fees and expenses associated with the preparation of its filings with the SEC and other regulatory requirements. In the event that the Company engages in any merger or other business combination with an operating company, it will have additional material commitments. Although the Company from time to time may engage in discussions regarding a merger or other combination with an operating company, we cannot offer any assurances that we will engage in any merger or other combination with an operating company within the next twelve months.

Off Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.
 
Item 7A.  Quantitative and Qualitative Disclosure About Market Risk.

Not applicable.
 

 
5
 
 
Item 8.  Financial Statements and Supplementary Data.
 
(A DEVELOPMENT STAGE COMPANY)
 
 
- TABLE OF CONTENTS -

 
 
Page
Financial Statements:
  
   
Report of Independent Registered Certified Public Accounting Firm
F-1
   
Balance Sheet as of December 31, 2008 and 2007  
F-2
   
Statements of Losses for the Years Ended December 31, 2008 and 2007, and From October 30, 2006 (Date of Inception) through December 31, 2008
F-3
   
Statements of Stockholders’ Equity for the Period from Inception (October 30, 2006) through December 31, 2008
F-4
   
Statements of Cash Flows for the Years Ended December 31, 2008 and 2007, and From October 30, 2006 (Date of Inception) through December 31, 2008
F-5
   
Notes to Financial Statements
F-6 - F-9
 
 
 
 
 
 
RBSM LLP
CERTIFIED PUBLIC ACCOUNTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors,
Mondo Acquisition I, Inc.
61 Broadway, 32 nd Floor
New York, NY 10006

We have audited the accompanying balance sheet of Mondo Acquisition I, Inc. (a development stage company) as of December 31, 2008 and 2007  and the related statements of losses, stockholder’s equity, and cash flows for the years ended December 31, 2008 and 2007, and for the period October 30, 2006 (date of inception) through December 31, 2008. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on the financial statements based upon our audits.

We have conducted our audits in accordance with the standards of the Public Company Accounting oversight Board  (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mondo Acquisition I, Inc. (a development stage company) as of December 31, 2008 and 2007 and the related statements of losses, stockholder’s equity, and cash flows for the years ended December 31, 2008 and 2007, and for the period October 30, 2006 (date of inception) through December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in the Note 1(b) to the accompanying financial statements, the Company is in the development stage and has not established a source of revenues. This raises substantial doubt about the company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 
/s/ RBSM LLP
 
Certified Public Accountants
 
 
New York, New York
March 6, 2009


 
F-1
 
 
MONDO ACQUISITION I, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 2008 AND 2007
 

   
December 31, 2008
    
December 31, 2007
  
ASSETS
            
Current Assets:
            
Cash and cash equivalents
  
$
5,944
    
$
16,802
  
                 
Total Assets
  
$
5,944
    
$
16,802
  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                
                 
Current Liabilities:
                
Accrued expenses related to incorporation
  
$
1,493
    
$
1,493
  
Accounts payable
    
1,196
      
1,196
  
Total Current Liabilities
    
2,689
      
2,689
  
                 
Long Term Liabilities:
    
-
      
-
  
                 
Total Liabilities
    
2,689
      
2,689
  
                 
Commitments and Contingencies
                
                 
Stockholders’ Equity:
                
Preferred stock, par value $0.001; 10,000,000 shares authorized, no issued and outstanding as of  
December 31, 2008 and 2007, respectively
    
-
      
-
  
Common stock, $0.001 par value; 40,000,000 authorized; 1,000,000 issued and outstanding as of
December 31, 2008 and 2007, respectively
    
1,000
      
1,000
  
Additional paid in capital
    
6,500
      
16,500
  
Accumulated deficit during development stage
    
(4,245
)
    
(3,387
)
                 
Total Stockholders' Equity
    
3,255
      
14,113
  
                 
Total Liabilities and Stockholders' Equity
  
$
5,944
    
$
16,802
  


See the accompanying footnotes to audited financial statements
 

 
F-2
 
 
 
MONDO ACQUISITION I, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF LOSSES
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
FROM OCTOBER 30, 2006 (DATE OF INCEPTION) TO DECEMBER 31, 2008
 
   
For the Year Ended December 31, 2008
    
For the Year Ended December 31, 2007
    
For the Period From October 30, 2006 (Date of Inception ) to December 31, 2008
  
                   
Operating Expenses:
                  
Selling, general and administrative
  
$
858
    
$
1,894
    
$
4,245
  
Net loss
  
$
(858
) 
  
$
(1,894
) 
  
$
(4,245
)
                         
Net loss per common share (basic and fully diluted)
  
$
(0.001
) 
  
$
(0.002
)
  
$
(0.004
)
                         
Weighted average of common shares outstanding (basic and fully diluted)
    
1,000,000
      
1,000,000
      
1,000,000
  

 
See the accompanying footnotes to audited financial statements
 
 
 
 
 
F-3
 
 
MONDO ACQUISITION I, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDER'S EQUITY
FROM OCTOBER 30, 2006 (DATE OF INCEPTION) TO DECMEBER 31, 2008
 

   
Preferred stock
    
Common stock
    
Paid-in-
    
Accumulated
deficit during development
        
   
Shares
    
Amount
    
Shares
    
Amount
    
capital
    
stage
    
Total
  
Balance-October 30, 2006
    
-
    
$
-
          
$
-
    
$
-
    
$
-
    
$
-
  
Common stock issued to founders
    
-
      
-
      
1,000,000
      
1,000
      
16,500
      
-
      
17,500
  
Net loss
    
-
      
-
      
-
      
-
      
-
      
(1,493
)
    
(1,493
)
Balance- December 31, 2006
    
-
      
-
      
1,000,000
      
1,000
      
16,500
      
(1,493
)
    
16,007
  
Net loss
    
-
      
-
      
-
      
-
      
-
      
(1,894
)
    
(1,894
)
Balance – December 31, 2007
    
-
      
-
      
1,000,000
    
 $
1,000
    
 $
16,500
    
$
(3,387
)
  
$
14,113
  
Net loss
            
-
      
-
      
-
      
-
      
(858
)
    
(858
)
Return of capital to founders
    
-
      
-
      
-
      
-
      
(10,000
)
    
-
      
(10,000
)
Balance—December 31, 2008
    
-
    
$
-
      
1,000,000
    
$
1,000
    
$
6,500
    
$
(4,245
)
  
$
3,255
  


See the accompanying footnotes to audited financial statements
 
 
F-4
 
 
 
 
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR YEARS ENDED DECEMBER 31, 2008 AND 2007
FROM OCTOBER 30, 2006 (DATE OF INCEPTION) TO DECEMBER 31, 2008
 

Cash Flow from Operating Activities:
  
For the Year Ended December 31, 2008
    
For the Year Ended December 31, 2007
    
For the Period From October 30, 2006 (Date of Inception ) to December 31, 2008
  
Net loss
  
$ 
(858
) 
  
$
(1,894
)
  
$
(4,245
)
Adjustments to reconcile net loss to net cash used in operating activities:
                        
Changes in operating assets and liabilities:
                        
Accounts payable and accrued expenses
    
-
      
1,196
      
2,689
  
                         
Net Cash Provided By Operating Activities
    
(858
) 
    
(698
) 
    
(1,556
) 
                         
Cash Flow from Investing Activities:
    
-
      
-
      
-
  
                         
Cash Flow Financing Activities:
    
-
      
-
          
Proceeds from issuance of common stock to founders
    
-
      
-
      
17,500
  
Return of capital to founders
    
(10,000
)
            
 (10,000
) 
Net Cash Provided By Financing Activities:
    
(10,000
) 
    
-
      
7,500
  
                         
Net (Decrease) Increase in Cash and Cash Equivalents
    
(10,858
) 
    
(698
) 
    
(5,944
)
Cash and Cash Equivalents at beginning of period
    
16,802
      
17,500
      
-
  
Cash and Cash Equivalents at end of period
  
 $
5,944
    
$
16,802
    
$
5,944
  


See the accompanying footnotes to audited financial statements
 
 
 
F-5
 
 
 
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008

NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
(a)
Organization and Business:
   
 
Mondo Acquisition I, Inc. (the “Company”), a wholly owned subsidiary of Mondo Management Corp., was incorporated in the state of Delaware on October 30, 2006 for the purpose of raising capital that is intended to be used in connection with its business plans which may include a possible merger, acquisition or other business combination with an operating business.
   
(b)
Development Stage Company:
   
 
The Company is currently a development stage company under the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 7. All activities of the Company to date relate to its organization, initial funding and share issuances.
 
The Company has not begun principal operations and as is common with a development stage company, the Company has had recurring losses during its development stage. The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses.
   
(c)
Use of Estimates:
   
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
   
(d)
Cash and Cash Equivalents:
   
 
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with original maturities of three months or less to be cash equivalents.
 
 
 
 
F-6
 
 
MONDO ACQUISITION I, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008

NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
 
(e)
Income Taxes:
   
 
The Company has implemented the provisions on Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109). SFAS 109 requires that income tax accounts be computed using the liability method. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities given the provisions of currently enacted tax laws.
 
Any deferred tax asset is considered immaterial and has been fully offset by a valuation allowance because at this time the Company believes that it is more likely than not that the future tax benefit will not be realized as the Company has no current operations.
 
In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, treatment of interest and penalties, and disclosure of such positions. Effective January 1, 2007, the Company adopted the provisions of FIN 48, as required. As a result of implementing FIN 48, there has been no adjustment to the Company’s financial statements and the adoption of FIN 48 did not have a material effect on the Company’s consolidated financial statements for the year ending December 31, 2008.
   
(f)
Loss per Common Share:
   
 
Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments.
   
(g)
Fair Value of Financial Instruments:
   
 
The carrying value of cash equivalents and accrued expenses approximates fair value due to the short period of time to maturity.
 
NOTE 2 -RECENT ACCOUNTING PRONOUNCEMENTS:
 
SFAS No. 141(R), “Business Combinations” — This statement includes a number of changes in the accounting and disclosure requirements for new business combinations occurring after its effective date.  The changes in accounting requirements include: acquisition costs will be expensed as incurred; noncontrolling (minority) interests will be valued at fair value; acquired contingent liabilities will be recorded at fair value; acquired research and development costs will be recorded at fair value as an intangible asset with indefinite life; restructuring costs will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and changes in income tax uncertainties after the acquisition date will generally affect income tax expense.  The statement is effective for new business combinations occurring on or after the first reporting period beginning on or after December 15, 2008.
 
SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements:  An Amendment of ARB No. 51” —  This statement changes the accounting and reporting for noncontrolling (minority) interests in subsidiaries and for deconsolidation of a subsidiary.  Under the revised basis, the noncontrolling interest will be shown in the balance sheet as a separate line in equity instead of as a liability.  In the income statement, separate totals will be shown for consolidated net income including noncontrolling interest, noncontrolling interest as a deduction, and consolidated net income attributable to the controlling interest. In addition, changes in ownership interests in a subsidiary that do not result in deconsolidation are equity transactions if a controlling financial interest is retained. If a subsidiary is deconsolidated, the parent company will now recognize gain or loss to net income based on fair value of the noncontrolling equity at that date.  The statement is effective prospectively for fiscal years and interim periods beginning on or after December 15, 2008, but upon adoption will require restatement of prior periods to the revised bases of balance sheet and net income presentation.

 
 
F-7
 
 
 
MONDO ACQUISITION I, INC.
(DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008

NOTE 3 -CAPITAL STOCK:

The total number of shares of capital stock which the Company shall have authority to issue is fifty million (50,000,000). These shares shall be divided into two classes with 40,000,000 shares designated as common stock at $.001 par value (the “Common Stock”) and 10,000,000 shares designated as preferred stock at $.001 par value (the “Preferred Stock”). The Preferred stock of the Company shall be issued by the Board of Directors of the Company in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Company may determine, from time to time.
 
Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders' meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights.
 
No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.
 
On December 8, 2006, the Company issued 1,000,000 shares of Common Stock to Mondo Management Corp. at a purchase price of $.0175 per share, for an aggregate purchase price of $17,500.
 
The Company had 1,000,000 shares of common stock issued and outstanding at December 31, 2008 and December 31, 2007. As of December 31, 2008 and December 31, 2007 the Company had no preferred stock issued and outstanding.

 
 
F-8
 
 
 
MONDO ACQUISITION I, INC.
(DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008

NOTE 4 -RELATED PARTIES:

The officers, directors and stockholders of the Company are affiliated with Sichenzia Ross Friedman Ference LLP, an entity providing legal services to the Company at no cost. The Company recorded the fair value of such legal services to reflect all the costs of doing business in the Company’s financial statements.

NOTE 5 - INCOME TAXES:

For income tax reporting purposes, the Company's aggregate unused net operating losses of approximately $4,200 will expire through 2027, subject to limitations of Section 382 of the Internal Revenue Code, as amended. The deferred tax asset related to the carryforward was deemed to be approximately $900. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management based upon the development stage and the likelihood of a future Section 382 limitation it is more likely than not that the benefits will not be realized.
 
 
 
F-9
 
 
 
None.
 
Item 9A.  Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures.

We maintain "disclosure controls and procedures," as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of December 31, 2008, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time periods specified for each report and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report of Internal Control over Financial Reporting.
 
We are responsible for establishing and maintaining adequate internal control over financial reporting in accordance with Exchange Act Rule 13a-15.  With the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2008 based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2008, based on those criteria.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
 
This annual report does not include an attestation report of the Company’s registered accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.
 
Changes in Internal Controls.
 
During the three months ended December 31, 2008, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
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In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
MIDAS MEDICI GROUP HOLDINGS, INC.
  
       
Date: October 6, 2009
By:
/s/ Nana Baffour
 
   
Nana Baffour
 
   
CEO, Co-Executive Chairman & Director
(Principal Executive Officer and Principal Financial Officer)
 
       
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Name
 
Position
 
Date
         
/s/ Nana Baffour  
CEO, Co-Executive Chairman & Director
 
October 6, 2009
Nana Baffour
 
(Principal Executive Officer and Principal Financial Officer)
   
         
         
/s/ Johnson M. Kachidza
 
President , CO-Executive Chairman & Director
 
October 6, 2009
Johnson M. Kachidza
        
 
 
 
 
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