Aclor International, Inc. - FORM 10-K

Attached files

file	filename
EX-32.1 - CERTIFICATION CEO - Aclor International, Inc.	ex32-1.htm
EX-31.2 - CERTIFICATION CFO - Aclor International, Inc.	ex31-2.htm
EX-31.1 - CERTIFICATION CEO - Aclor International, Inc.	ex31-1.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(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, 2010

[ ]	Transition Report under Section 13 or 15(d) of the Exchange Act for the Transition Period from ________ to ___________

Commission File Number: 333-123611

METISCAN, INC.

(Exact name of small business issuer as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

26-3613222

(I.R.S. Employer

Identification No.)

12225 Greenville Ave, Suite 700

Dallas, Texas 75243

Telephone: 972-479-8866

(Address and phone number of principal executive offices)

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 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 [_] No [X]

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	[_]	Accelerated filer	[_]

Non-accelerated filer	[_]	Smaller reporting company	[X]

Check whether the issuer is a “shell company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes [_] No [X]

The Registrant has 2,564,650,554 shares of Common stock, par value $.0001 per share issued and outstanding as of March 31, 2011.

We have filed a Registration Statement on Form S-1 (“S-1”) with the Securities and Exchange Commission (“SEC”). However, the S-1 has not yet been declared effective by the SEC. Until the S-1 is declared effective by the SEC, we are not an SEC reporting company. There can be no assurance that our S-1 will ever be declared effective by the SEC.

We have voluntarily chosen to file this Form 10-K Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (“10-K”). This 10-K has not been reviewed by the SEC and our voluntary quarterly and annual filings will likely not be reviewed by the SEC until after the S-1 is declared effective. Further, although we intend to comply with the SEC’s filing requirements, in view of the fact that we are not an SEC reporting company, we are not required to adhere to the SEC’s filing requirements.

INDEX TO ANNUAL REPORT

ON FORM 10-K

PART I		Page
Item 1.	Business	3
Item 1A.	Risk Factors	4
Item 2.	Properties	10
Item 3.	Legal Proceedings	10
Item 4.	(Removed and Reserved)	11

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6.	Select Financial Information	12
Item 7.	Management’s Discussion and Analysis or Plan of Operation	12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 8.	Financial Statements and Supplementary Data	14
Item 9.	Changes In And Disagreements With Accountants With Respect To Accounting And Financial Disclosure	15
Item 9A.	Controls and Procedures	15
Item 9B.	Other Information	15

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	15
Item 11.	Executive Compensation	17
Item 12.	Securities Ownership of Certain Beneficial Owners and Management	19
Item 13.	Certain Relationships and Related Transactions	20
Item 14.	Principal Accounting Fees And Services	21

PART IV
Item 15.	Exhibits and Financial Statement Schedules	22

	Signatures	23

	Financial Statements	24-36

Exhibit 31.1	Certification of CEO and CFO Pursuant to Securities Exchange Act Rules	37-38
	13a-14 and 15d-14, as Adopted Pursuant to Section 302 of the Sarbanes-
	Oxley Act of 2002

Exhibit 32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to	39
	Section 906 of the Sarbanes-Oxley Act of 2002.

PART I

ITEM 1. BUSINESS

Metiscan, Inc. (“we”, “us” or “our”) was originally incorporated on February 27, 1997 pursuant to the laws of the State of Florida, using the name OSCM-One Stop.com, Inc. On September 25, 2008, pursuant to the consent of the Stockholders and the Board of Directors, we merged into a newly formed wholly-owned subsidiary which had been incorporated pursuant to the laws of the State of Delaware on September 9, 2008, called “Metiscan, Inc.” We were the surviving entity in such transaction.

During 1999, we provided internet and communication technologies. As of December 31st, 2010, we operated the following subsidiaries:

• FirstView EHR, Inc. (FirstView) – FirstView is our wholly owned subsidiary which provides healthcare information technology (“Healthcare IT”) services for diagnostic imaging facilities, including, but not limited to, web-based electronic healthcare records (EHR), long-term archiving and professional “Healthcare IT” services.

As of November 15, 2010 FirstView has ceased its operations and is currently evaluating other business pursuits.

• Schuylkill Open MRI, Inc. (SOMRI) – We own seventy two (72%) percent of SOMRI. A minority of the issued and outstanding shares of SOMRI are owned by a Pennsylvania physician and 2 other minority shareholders. SOMRI is an independent diagnostic testing facility (IDTF) located in Pottsville, Pennsylvania providing Magnetic Resonance Imaging (MRI) services and which is unaffiliated with any hospital or medical group. SOMRI officially opened for business and began its operations in March, 2003 as an outpatient open MRI facility. SOMRI currently performs exams on the Siemens Concerto OPEN MRI System utilizing Siemens’ Syngo software. In 2008, Schuylkill also added the Siemens Magnetom Vision 1.5T high field closed magnet to its facility. Having both the Siemens Concerto OPEN MRI System and the Siemens Magnetom Vision 1.5T high field closed magnet gives SOMRI flexibility in the studies it can conduct. SOMRI uses FirstView’s Healthcare IT support to host and manage its RIS and PACS systems. SOMRI offers same day, evening and Saturday appointments to accommodate emergency and non-emergency patient’s schedule needs.

SOMRI participates in most major insurance plans. SOMRI also accepts Medicare, Medicaid, Worker’s Compensation claims, Personal Injury Protection (PIP) and Letters of Protection (LOPs) for participating personal injury attorneys in the area. SOMRI is accredited by the American College of Radiology (ACR).

• Shoreline Employment Services, Inc. (Shoreline) – Shoreline is an employment services company which provides part-time, full time, and contract employees, and provides other human resource related services such as employee benefits and retirement plans such as 401ks to us, our subsidiaries and third parties on an as-needed basis. Shoreline is our wholly owned subsidiary.

• Taptopia, Inc. (Taptopia) – Taptopia is our wholly owned subsidiary which provides technology utilizing Smartphone software to event organizers, convention centers, and their related vendors. Taptopia’s cornerstone product the Digital Show Guide™ (DSG) which was launched in December of 2009, enables attendees and exhibitors to easily navigate event schedules and exhibitor information from their Apple iPhones™, iPod touches™ and iPads™. Users have the ability to take notes about events or exhibitors directly within the software application, send their contact information and notes immediately to their contacts, utilize pre-event planning tools and stay current with real-time announcements. The DSG replaces traditional paper show guides and provides event organizers the ability to make last minute changes and additions to the DSG electronically.

Taptopia has filled a design patent application and a trademark application with the United States Patent and Trademark Office (USPTO) to legally protect Taptopia's Digital Show Guide(TM) product. The design patent application protects the graphical user interface (GUI) and its interactive design elements related to Taptopia's interactive digital maps. The trademark application protects the mobile software product's trade name -- Digital Show Guide(TM). Taptopia is also working on other Smartphone software technologies that may be utilized by event organizers, convention centers, and their related vendors.

On February 11, 2010, Taptopia entered into a joint venture with ConvExx, LLC to form Appcon, LLC (Appcon), which was formed under the laws of the State of Nevada. Pursuant to Appcon’s Operating Agreement, each of Taptopia and ConvExx hold a 50% interest in Appcon, which was created to function as a trade show organizer for mobile application trade shows to be held in the future. The trade show which Appcon was to organize initially was postponed due to insufficient registrations by trade show participants. On December 1st, 2010, Taptopia and ConvExx mutually agreed to an orderly shut down of Appcon and respectively officially dissolved the Company with the State of Nevada.

Number of total employees and number of full-time employees

As of December 31, 2010, we had 17 total employees, of which 15 were full-time employees. Our subsidiaries had the following number of employees:

	Total Employees:	Full-Time Employees:

FirstView:	0	0

SOMRI:	0	0

Shoreline:	17	15

Taptopia:	0	0

Shoreline is an employee services company which leases the services of its employees to the subsidiaries of Metiscan and other unrelated third parties.

As of December 31, 2010, we had 8 consultants. Our subsidiaries had the following number of consultants:

	Consultants:

FirstView:	0

SOMRI:	0

Shoreline:	3

Taptopia:	5

ITEM 1A. RISK FACTORS

An investment in our common stock involves a high degree of risk. If any of the following risks actually occur, our business, financial condition and operations will be materially affected.

Accordingly, prospective investors should carefully consider the following risk factors, in addition to the other information with respect to our business, contained in this Prospectus before purchasing the Shares pursuant to this Prospectus.

OUR S-1 HAS NOT YET BEEN DECLARED EFFECTIVE.

THERE IS UNCERTAINTY AS TO OUR ABILITY TO REMAIN A GOING CONCERN.

As of December 31, 2010, we had an accumulated deficit of $2,000,178, had available cash of $92,725 and had current liabilities of $4,577,493. For the near future, it is likely that we will incur operating expenses without sufficient revenues to cover these expenses. We are likely to have a continually increasing net operating loss until we successfully increase our customer base and level our selling, general and administrative expenses. We cannot guarantee that we will be able to increase our customer base and revenues to the extent necessary to generate sufficient revenue to cover our operating expenses. We expect negative cash flow from operations to continue, at least for the foreseeable future, as we continue to develop our businesses. If cash generated by operations is insufficient to satisfy our liquidity requirements, we may be required to sell debt or additional equity securities. The sale of additional equity or convertible debt securities would result in additional dilution to our stockholders. Further, there can be no assurance that we will be able to successfully sell our securities in order to obtain additional capital.

SOMRI IS SUBJECT TO CHANGES IN HEALTHCARE LAWS THAT MAY REDUCE OUR REVENUES AND LOWER OUR PROFIT MARGINS.

Each time the United States government amends existing, or introduces new, healthcare laws, SOMRI may be faced with lower profit margins and/or the need to change the services offered by SOMRI. The U.S. government has undertaken efforts to control growing healthcare costs through legislation, regulation and voluntary agreements with medical care providers and drug companies. In the recent past, the U.S. Congress has considered several comprehensive healthcare reform proposals. The proposals were generally intended to expand healthcare coverage for the uninsured and reduce the growth of total healthcare expenditures. By way of example, the Deficit Reduction Act of 2006, (the “DRA”) drastically reduced the amount of revenue SOMRI was able to generate from each patient study through Medicare, which caused SOMRI’s to reduce fees to its clients thereby lowering its profit margins. If the United States government makes further changes in healthcare laws which lower government reimbursement of patient studies, we will again be forced to reduce our fees and lower our profit margins.

IF WE FAIL TO COMPLY WITH THE EXTENSIVE HEALTHCARE LAWS AND GOVERNMENT REGULATIONS APPLICABLE TO US, WE COULD SUFFER PENALTIES OR BE REQUIRED TO MAKE SUBSTANTIAL CHANGES TO OUR OPERATIONS.

The healthcare industry is highly regulated. SOMRI is required to comply with extensive and complex laws and regulations at the federal, state, and local government levels. These laws and regulations relate to, among other things:

• Licensure and certification of healthcare facilities;

• Professional regulation of Physicians;

• Patient health and safety;

• Reimbursement for healthcare services;

• Availability of patient medical records;

• Patient referrals; and

• False claims.

Existing and new laws and regulations affecting the healthcare industry could create unexpected liabilities for us, could cause us to incur additional costs and could restrict our operations. Many healthcare laws are complex, and their application to specific products and services may not be clear. In particular, many existing healthcare laws and regulations, when enacted, did not anticipate the healthcare information services that we provide. However, these laws and regulations may nonetheless be applied to our products and services. Our failure to accurately anticipate the application of these laws and regulations, or other failure to comply, could create liability for us, result in adverse publicity and negatively affect our businesses. Some of the risks we face from healthcare regulation are as follows:

• Anti-kickback Laws. There are federal and state laws that govern patient referrals, physician financial relationships and inducements to healthcare providers and patients. The federal healthcare programs’ anti-kickback law prohibits any person or entity from offering, paying, soliciting or receiving anything of value, directly or indirectly, for the referral of patients covered by Medicare, Medicaid and other federal healthcare programs or the leasing, purchasing, ordering or arranging for or recommending the lease, purchase or order of any item, good, facility or service covered by these programs. Many states also have similar anti-kickback laws which are not necessarily limited to items or services for which payment is made by a federal healthcare program. These laws are applicable to manufacturers and distributors and, therefore, may restrict how we and some of our customers market products to healthcare providers, including e-details. Any determination by a state or federal regulatory agency that any of our practices violate any of these laws could subject us to civil or criminal penalties and require us to change or terminate some portions of our business and could have an adverse effect on our business. Even an unsuccessful challenge by regulatory authorities of our practices could result in adverse publicity and be costly for us to respond to.

• Medical Professional Regulation. The practice of most healthcare professions requires licensing under applicable state law. In addition, the laws in some states prohibit business entities from practicing medicine. If a state determines that some portion of our business violates these laws, it may seek to have us discontinue those portions or subject us to penalties or licensure requirements. Any determination that we are a healthcare provider and have acted improperly as a healthcare provider may result in liability to us.

If SOMRI violates these laws, SOMRI and/or our officers and directors could be subject to: (1) criminal penalties such as imprisonment and fines: (2) civil penalties, including monetary penalties and the loss of our license to operate our diagnostic imaging facilities: and (3) exclusion or suspension from participating in governmental healthcare programs such as Medicare and Medicaid.

REDUCTION OR CHANGES IN REIMBURSEMENT FROM GOVERNMENT OR THIRD-PARTY PAYORS COULD ADVERSELY AFFECT OUR OPPERATING RESULTS.

We are dependent on government and third-party sources for services provided to patients. A number of factors affect the amounts we receive for our services, including, but not limited to, whether or not we are a participating provider, negotiated discounts, fee schedules or capitation payment arrangements, cost containment and utilization decisions of third-party payors, Medicare and Medicaid regulations and reimbursement policies, and other market and cost factors. We have little or no control over any of the foregoing.

SOMRI IS SUBJECT TO COMPETITION WITH A SINGLE HOPSITAL IN OUR MARKET AREA WHICH MAY ADVERSELY AFFECT OUR PATIENT FLOW.

SOMRI competes with a single hospital that also provides MRI services in our market area. This hospital may have competitive advantages which may affect our patient flow. There can be no assurance that this competition, or other competition which we may encounter in the future, will not adversely affect the business, financial condition, results of operation or cash flows of SOMRI..

OUR ABILITY TO GENERATE REVENUE DEPENDS IN LARGE PART ON REFERRALS FROM PHYSICIANS AND A SIGNIFICANT REDUCTION WOULD ADVERSELY AFFECT OUR BUSINESS.

A significant reduction in physician referrals would have a negative impact on our business. We derive substantially all of our net revenue, directly or indirectly, from fees charged for the diagnostic imaging services performed at SOMRI. We depend on referrals of patients from unaffiliated physicians and other third parties who have no contractual obligations to refer patients to us for a substantial portion of the services we perform. If a sufficiently large number of these physicians and other third parties were to discontinue referring patients to us, our scan volume could decrease, which would reduce our net revenue and operating margins. Further, commercial third-party payors have implemented programs that could limit the ability of physicians to refer patients to us. For example, prepaid healthcare plans, such as health maintenance organizations, sometimes contract directly with providers and require their enrollees to obtain these services exclusively from those providers. Some insurance companies and self-insured employers also limit these services to contracted providers. These “closed panel” systems are now common in the managed care environment. Other systems create an economic disincentive for referrals to providers outside the system’s designated panel of providers. If we are unable to compete successfully for these managed care contracts, our results and prospects for growth could be adversely affected.

WE MAY NOT BE ABLE TO GENERATE SUFFICIENT CASH FLOW TO MEET OUR DEBT SERVICE OBLIGATIONS.

Our ability to generate sufficient cash flow from operations to make payments on our debt and other contractual obligations will depend on our future financial performance. A range of economic, competitive, regulatory, legislative and business factors, many of which are outside of our control, will affect our financial performance. Our inability to generate sufficient cash flow to satisfy our debt and other contractual obligations would adversely impact our business, financial condition and results of operations.

WE DO NOT HAVE EMPLOYMENT CONTRACTS WITH OUR KEY EMPLOYEES WHICH COULD ADVERSELY AFFECT OUR ABILITY TO GROW AND MAINTAIN OUR BUSINESSES.

We do not currently have any employment contracts with any employees. However, we do have key employees who are instrumental to our business and would be difficult to replace. These employees include Bryan A. Scott, our President and Chief Executive Officer, Janine Frieh, our Chief Financial Officer, Michael Foster our Vice President of Sales and Marketing for Taptopia and Shelley Tomey our Center Manager for SOMRI. Mr. Foster has over 25 years experience in the convention and trade show industry and is instrumental in building relationships which affect the growth of Taptopia’s business. Mrs. Tomey has managed SOMRI since its inception in 2003 and is key in maintaining relationships with referring physicians. Currently, there are no plans to enter into employment agreements with these employees; however, we may change this policy in the future. There can be no assurance that these employees will accept agreements if we were to offer agreements to them.

OUR CHIEF FINANCIAL OFFICER AND OUR CHIEF OPERATING OFFICER ARE EMPLOYED ON A PART-TIME BASIS WHICH MAY CAUSE THEM TO GIVE PRIORITY TO OTHER MATTERS OVER OUR NEEDS WHICH MAY MATERIALLY AFFECT OUR BUSINESS.

Our Chief Financial Officer operates her own CPA firm. Our Chief Operating Officer is employed by Barclaycard US. Our Chief Financial Officer and Chief Operating Officer work for us only on a part-time as needed basis. There can be no assurance that these individuals will be able to devote the time required by us.

A CONFLICT OF INTEREST MAY ARISE BETWEEN MINTZ & FRAADE, P.C.’S CAPACITY AS OUR LEGAL COUNSEL AND AS A STOCKHOLDER.

The law firm of Mintz & Fraade, P.C. is our legal counsel. We have issued a total of 87,500,000 shares of the Company’s common stock to Mintz & Fraade, P.C. as consideration for legal services rendered to us, of which 85,000,000 shares are currently owned by Mintz & Fraade, P.C. and 2,500,000 shares have been transferred to Mintz & Fraade Enterprises, LLC. A conflict of interest may arise between Mintz & Fraade, P.C.’s capacity as our legal counsel and as a stockholder because Mintz & Fraade, P.C.’s interests as our stockholder may not be the same as its interests as our legal counsel.

WE ARE CONTROLLED BY OUR PRESIDENT, CHIEF EXECUTIVE OFFICER AND ONE OF OUR DIRECTORS, BRYAN A. SCOTT.

We are currently authorized to issue 5,000,000,000 shares of common stock, and as of March 31, 2011 there were 2,564,650,554 shares of common stock issued and outstanding. We are currently authorized to issue 10,000,000 shares of preferred stock. As of December 31, 2010 we have issued 900,000 shares of “Series C Preferred Stock” to Metiscan Holdings, Inc. (“Holdings”). Holdings has converted 150,000 shares of the Series C Preferred Stock into 1,500,000,000 shares of our common stock (which is included in the 2,564,650,554 shares of common stock issued and outstanding). The remaining 750,000 shares of Series C Preferred Stock owned by Holdings have voting rights equal to 7,500,000,000 shares of our common stock. The Series C Preferred Stock can be converted at any time into the then-available authorized but unissued shares of our common stock. At the present time, we have available 2,435,349,446 authorized but unissued shares of our common stock. At any time after our Certificate of Incorporation is amended to increase our authorized shares of common stock, the remaining shares of Series C Preferred Stock owned by Holdings can be converted into a total of 7,500,000,000 additional shares of common stock. Holdings currently has the same voting rights as if all of the Series C Preferred Stock had been converted into common stock. Accordingly, Holdings has the same voting rights whether or not the Series C Preferred Stock is converted into common stock.

Our President, Chief Executive Officer and one of our directors, Bryan A. Scott, is also the President, Chief Executive Officer and a director of Holdings. Additionally, Brian Hart, our Chief Operating Officer and one of our directors is also the Chief Operating Officer and director of Holdings. Janine Frieh, our Chief Financial Officer and one of our directors, is also the Chief Financial Officer and a director of Holdings. A trust for the benefit of Mr. Scott (the “Trust”) owns 88% of Holdings. The Trust has two trustees: Bryan A. Scott as the “Family Trustee” and Mandy Adams, who is an unrelated third party as the “Independent Trustee”. Bryan A. Scott is also designated as the “primary beneficiary” of the Trust. As of March 31, 2011, through Holdings, the trustees of the Trust have the right to vote approximately 89% of our voting securities based upon the number of shares of common stock issued and outstanding as of March 31, 2011. Thus, the trustees of the Trust in effect control our Board of Directors because Holdings has the power to vote its shares to remove any director from our Board of Directors and replace him or her with someone chosen by the Trustees of the Trust.

The only way in which Holdings would cease to control a majority of our voting securities is if our Certificate of Incorporation is amended to increase our authorized shares of common stock, and a sufficient number of shares are issued to third-party stockholders to reduce the shares owned by Holdings to less than a majority. Because the trustees of the Trust have the right currently to vote approximately 89% of our voting securities, the trustees of the Trust must approve an increase of our authorized shares and sales of new securities in order to reduce the percentage of issued and outstanding shares owned by Holdings to less than a majority.

WE NEED ADDITIONAL FINANCING TO DEVELOP OUR BUSINESS AND TO MEET OUR CAPITAL REQUIREMENTS.

We will need additional financing to develop our business and meet our capital requirements. We currently have no arrangements to obtain additional financing and we will be dependent upon sources such as:

• future earnings,

• funds from private sources such as, loans and additional private placements, and

• funds from public offerings.

We entered into an agreement dated June 26, 2009 (the “Account Management Agreement”) with five independent private equity investors and an unrelated intermediary as the manager of the transaction, which may provide us with up to $7,954,061, which is set forth on our balance sheet as of December 31, 2010 as “Other Non-Current Assets”. The terms and conditions of the Account Management Agreement are set forth in the Notes to our Financial Statements in Note 6 of this Annual Report on Form 10-K.

In view of our current working capital deficit, our ability to obtain additional funds is limited. Additional financing may only be available, if at all, upon terms which may not be commercially advantageous. If adequate funds are not available from operations or additional sources of financing, our business will be materially adversely affected.

OUR ANTICIPATED FUTURE GROWTH IS DEPENDENT UPON OUR ABILITY TO SUCCESSFULLY MANAGE THE GROWTH OF OUR OPERATIONS.

We expect to experience growth in the number of employees and the scope of our operations. There can be no assurance that we will be able to grow our business as expected. Taptopia has recently added an employee to its sales staff, and our Directors are contemplating our acquisition of a business although we have yet to identify any such business. Our future success will be highly dependent upon our ability to successfully manage the expansion of our operations. Our ability to manage and support our growth effectively will be substantially dependent upon our ability to implement adequate improvements to financial and management controls, reporting and other procedures and hire sufficient numbers of financial, accounting, administrative and management personnel. Our expansion, and the resulting growth in the number of our employees, will result in increased responsibility for both existing and new management personnel. There can be no assurance that we will be able to identify, attract and retain experienced accounting and financial personnel. Our future operating results will depend upon the ability of our management and other key employees to implement and improve our systems for operations, financial control and information management, and to recruit, train, and manage our employee base. There can be no assurance that we will be able to achieve or manage any such growth successfully or to implement and maintain adequate financial and management controls and procedures. Our inability to do so would have a material adverse effect upon our business, results of operations and financial condition.

Our future success depends upon our ability to address potential market opportunities while managing our expenses to match our ability to finance our operations. This need to manage our expenses will place a significant strain upon our management and operational resources. If we are unable to manage our expenses effectively, our business, results of operations and financial condition will be adversely affected.

RISKS WITH RESPECT TO SHARES OF OUR COMMON STOCK

WE MAY BE SUBJECT TO THE SECURITIES AND EXCHANGE COMMISSION'S "PENNY STOCK" RULES IF OUR COMMON STOCK SELLS BELOW $5.00 PER SHARE.

As trading in our common stock is limited and quotations are sporadic, on April 4, 2011, which was the last date upon which our common stock traded prior to the filing date of this Report, the closing price of our stock was $0.0007. Because the current trading price of our common stock is below $5.00 per share, trading in our securities is subject to the requirements of the Securities and Exchange Commission's rules with respect to securities trading below $5.00, which are referred to as "penny stocks". These rules require the delivery prior to any transaction of a disclosure schedule explaining the penny stock market and all associated risks and impose various sales practice requirements upon broker-dealers who sell "penny stocks" to persons other than established customers and accredited investors, which are generally defined as institutions or an investor individually or with their spouse, who has a net worth exceeding $1,000,000, excluding their residence, or annual income, individually exceeding $200,000 or, with their spouse, exceeding $300,000. For these types of transactions the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to the sale. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock, which could severely limit its market price and liquidity.

In addition, we are subject to an SEC rule (Rule 15c2-11) (the so-called penny stock rules) which imposes various requirements upon broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. The requirement that broker-dealers comply with this rule could deter broker-dealers from recommending or selling our common stock, thus further adversely affecting the liquidity and share price of our common stock, as well as our ability to raise additional capital.

WE HAVE NEVER PAID DIVIDENDS ON OUR COMMON STOCK.

We have never paid dividends on our common stock, and there can be no assurance that we will have sufficient earnings to pay any dividends with respect to the common stock. Moreover, even if we have sufficient earnings, we are not obligated to declare dividends with respect to the common stock. The future declaration of any cash or stock dividends will be in the sole and absolute discretion of the Board of Directors and will depend upon our earnings, capital requirements, financial position, general economic conditions and other pertinent factors. It is also possible that the terms of any future debt financing may restrict the payment of dividends. We presently intend to retain earnings, if any, for the development and expansion of our business.

OUR DIRECTORS HAVE THE RIGHT, WITHOUT THE AGREEMENT OF STOCKHOLDERS, TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK WITH ANY RIGHTS ALLOWABLE PURSUANT TO LAW, WHICH COULD ADVERSELY AFFECT THE RIGHTS AND VALUE OF OUR COMMON STOCK, INCLUDING VOTING RIGHTS AND LIQUIDATION PREFERENCES.

Our directors, without further action by our stockholders, have the authority to issue shares of Preferred Stock from time to time in one or more series, and to fix the number of shares, the relative rights, conversion rights, voting rights, terms of redemption, liquidation preferences and any other preferences, special rights and qualifications of any such series. Any issuance of Preferred Stock could adversely affect the rights of holders of common stock and the value of such common stock. Although our Board of Directors is required to make any determination to issue such stock based upon its judgment as to the best interests of our stockholders, our Board of Directors could, for example, act in a manner which would discourage an acquisition attempt or other transaction which some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. Our Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by applicable law or stock exchange rules.

THERE CAN BE NO ASSURANCE THAT OUR COMMON STOCK WILL EVER BE LISTED ON ANY NATIONAL SECURITIES EXCHANGES OR MARKETS.

Until such time as our common stock is listed upon any of the national securities exchanges or markets, of which there can be no assurance, accurate quotations as to the market value of our securities may not be possible. Sellers of our securities are likely to have more difficulty disposing of their securities than sellers of securities which are listed upon any of the several NASDAQ markets, the New York Stock Exchange, the American Stock Exchange, or one of the other national securities exchanges or markets.

Although we intend for our common stock to trade on public markets other than the Pink OTC Markets (where it is currently quoted), such as the OTC Bulletin Board, there can be no assurance that we would be successful in having our common stock listed or quoted on other public markets, or that if so listed or quoted, that our common stock would thereafter increase in value.

Even if additional public markets do develop, the volume of trading in our common stock will presumably be limited and likely dominated by a few individuals. The limited volume, if any, will make the price of our common stock subject to manipulation by one or more stockholders and will significantly limit the number of shares that one can purchase or sell in a short period of time. An investor may find it difficult to dispose of shares of our common stock or obtain a fair price for our common stock in the market.

ITEM 2. DESCRIPTION OF PROPERTY

Shoreline currently rents office space with an address at 12225 Greenville Avenue, Suite 700, Dallas, Texas 75243, which consists of 732 square feet for a monthly rent of $1,770. There are currently no leases with FirstView EHR, Taptopia, Inc. or Metiscan, Inc. SOMRI currently rents office space with an address at 48 Tunnel Rd. Suite 102, Pottsville, Pennsylvania 17901, which consists of 3,512 square feet for a monthly rent of $5,083.58.

We presently have no agreements to acquire any properties, and have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, entities primarily engaged in real estate activities.

We do not presently believe that we will need to maintain any additional office space in order to carry out our plan of operations described herein.

If, in the future, we develop products which we manufacture or cause to be manufactured on our behalf, we may need to rent warehouse space to store those products before they are distributed.

ITEM 3. LEGAL PROCEEDINGS

A. Pending Legal Proceedings

As of December 31, 2010 we were not a party to any legal proceedings.

B. Historical Legal Proceedings

Shareholder and Former President

On October 20, 2009, we filed a Demand for Arbitration (the “Demand”) with the American Arbitration Association in New York, New York against Garth James, the former owner of Corpus, Technologies, and the former majority stockholder of SOMRI. Together with the Demand, a Statement of Claim was filed pursuant to which we sought to recover damages from Mr. James based upon Breach of Contract, Fraud in the Inducement, Material Misrepresentations and Unjust Enrichment with respect to an Acquisition Agreement and the breach of an Employment Agreement. This matter was settled on February 5, 2010. Pursuant to the settlement agreement, each party executed general releases of the other parties to the Demand, and we issued Mr. James the following: thirty-million (30,000,000) shares of common stock, sixty (60) shares of Series E Preferred stock and seventy-two (72) shares of Series F Preferred stock.

Notes Receivables

On October 29, 2009, SOMRI filed an Original Petition and Request for Disclosures with the District Court in Dallas County, Texas against MRI Central – Little Rock, Inc. (“Little Rock”) and MRI Central – Lubbock, Inc. (“Lubbock”) seeking to recover monies loaned to both Little Rock and Lubbock as evidenced by various promissory notes. The principal amount owed to SOMRI was $356,900. On March 10, 2010, SOMRI filed a Notice of Non-Suit with Prejudice, requesting that the court dismiss with prejudice all claims asserted in the lawsuit.

Former Employee

Mr. Jeff Brooks, a former employee of Corpus, filed a complaint alleging that on April 26, 2007, Corpus, Mr. Garth James, Corpus’s former President and current stockholder, allegedly reached a tentative oral agreement with Mr. Brooks pursuant to which Mr. Brooks would receive approximately $150,000 in compensation. During June 2007, Corpus and Mr. James rejected the alleged agreement. Mr. Brooks then attempted to validate and enforce the alleged agreement and claimed additional damages of an undetermined amount, attorney’s fees and court costs, and pre-judgment and post-judgment interest. On September 29, 2009, the State of Texas Court of Appeals ruled in favor of Corpus and determined that the alleged agreement was not enforceable

Note Payable

On August 21, 2008, Laurel Center Management Employee Profit Sharing Trust, (“Laurel”), the holder of a promissory note from Corpus filed suit in the District Court of Dallas County, Texas against Corpus and Mr. Garth James, Corpus’s former President and stockholder, for Breach of Contract. The suit claims that Corpus failed to make the required quarterly payment on July 1, 2008 within the 15 day grace period and thus defaulted on the promissory note. Laurel sent Corpus notice on August 6, 2008 of its intent to accelerate the promissory note as set forth in the default provisions. Corpus failed to pay the amount owing and Laurel sought actual damages to be determined at trial, reasonable and necessary attorney’s fees and court costs and pre-judgment and post-judgment interest at the highest lawful rates. On October 16, 2009, Corpus filed a petition for relief under Chapter 7 of the Bankruptcy Code. As of March 31, 2010, summary judgment has been granted to Laurel for the full amount of $1,011,638.44 against Corpus and Mr. Garth James; however, because of Corpus’ petition for relief under Chapter 7 of the Bankruptcy Code, Laurel cannot currently collect pursuant to said judgment. In view of the fact that we are no longer a party, we have no knowledge whether there is an ongoing proceeding.

Lease

On July 6, 2009, YPI 6688 NCX, LLC, (“Younan”), Corpus’ former landlord, filed suit in the District Court of Dallas County, Texas against Corpus for Breach of its Lease. Corpus entered into a six (6) year Lease Agreement with Younan on October 22, 2003. The suit states that Corpus had vacated the premises prior to the end of the lease term and failed to make payments due pursuant to the lease, thus breaching the terms of the lease. On October 16, 2009, Corpus filed a petition for relief under Chapter 7 of the Bankruptcy Code. On August 14, 2009, the District Court of Dallas Awarded Younan a judgment in the amount of $188,593.30; however, because of Corpus’ petition for relief under Chapter 7 of the Bankruptcy Code, Younan cannot currently collect pursuant to said judgment.

Because of Corpus’ petition for relief under Chapter 7 of the Bankruptcy Code on October 16, 2009, our financial statements present the operating results from Corpus as discontinued operations.

ITEM 4. (REMOVED AND RESERVED)

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The shares of our common stock are quoted on the over-the-counter “pink sheets” maintained by Pink Sheets LLC under the symbol “MTIZ”. Trading in our common stock is limited.

For the periods indicated, the following table sets forth the high and low bid prices per share of our common stock. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.

Fiscal Quarter	High Bid		Low Bid
2008 First Quarter	$	0.0025	$	0.0025
2008 Second Quarter	$	0.0060	$	0.0060
2008 Third Quarter	$	0.0240	$	0.0240
2008 Fourth Quarter	$	0.0150	$	0.0150
2009 First Quarter	$	0.0120	$	0.0100
2009 Second Quarter	$	0.0050	$	0.0041
2009 Third Quarter	$	0.0062	$	0.0049
2009 Fourth Quarter	$	0.0061	$	0.0044
2010 First Quarter	$	0.0018	$	0.0011
2010 Second Quarter	$	0.0009	$	0.0006
2010 Third Quarter	$	0.0013	$	0.0009
2010 Fourth Quarter	$	0.0009	$	0.0006

As of the date of the filing of this report, there are issued and outstanding 2,564,650,554 shares of Common Stock.

As of the date of the filing of this report, there are approximately 202 holders of record of our Common Stock.

There is no provision of the Company’s charter or by-laws that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to an extraordinary corporate transaction involving the Company, such as a merger, reorganization, tender offer, sale or transfer of substantially all of its assets, or liquidation.

We have not declared any cash dividends on our Common Stock since inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business operations. Any decisions as to future payment of cash dividends will depend on our earnings and financial position and such other factors as the Board of Directors deems relevant.

Recent Sales of Unregistered Securities.

None.

Issuer Repurchases of Equity Securities

None.

ITEM 6. SELECT FINANCIAL INFORMATION

	For the Year Ended
	December 31, 2010			December 31, 2009
Statement of Operations Data

Total Revenue	$	2,529,356		$	2,543,978
Operating Loss	$	85,202		$	(352,987	)
Net income (loss) after taxes	$	(438,374	)	$	(1,419,037	)
Net income ( loss) per share	$	(0.00	)	$	0.00

Balance Sheet Data

Total assets	$	12,026,173		$	12,413,990
Total liabilities	$	(4,577,493	)	$	(4,704,382	)
Stockholders’ equity (deficit)	$	(7,448,680	)	$	(7,709,608	)

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

You should read this section together with our financial statements and related notes thereto included elsewhere in this report. In addition to the historical information contained herein, this report contains forward-looking statements that are subject to risks and uncertainties. Forward-looking statements are not based on historical information but relate to future operations, strategies, financial results or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. Certain statements contained in this 10-K, including, without limitation, statements containing the words "believe," "anticipate," "estimate," "expect," "are of the opinion that" and words of similar import, constitute "forward-looking statements." You should not place any undue reliance on these forward-looking statements.

You should be aware that our results from operations could materially be effected by a number of factors, which include, but are not limited to the following: economic and business conditions specific to the motion picture, television, and home video industries; competition from other producers of home video content; and television documentaries, our ability to control costs and expenses, access to capital, and our ability to meet contractual obligations. There may be other factors not mentioned above or included elsewhere in this report that may cause actual results to differ materially from any forward-looking information.

During the year ended December 31, 2010 our revenues were $2,529,356 as compared to $2,543,978 during the year ended December 31, 2009. This decrease of $14,622, or 1%, is primarily the result of the loss of revenues that our majority owned subsidiary FirstView EHR, Inc. (FirstView) produced due to operations ceasing in November 2010.

Our cost of revenues during the year ended December 31, 2010 was $561,520 as compared to $773,049 during the year ended December 31, 2009. Cost of revenues as a percentage of revenues was 22% during the year ended December 31, 2010 as compared to 30% during the year ended December 31, 2009. This decrease of $211,529 or 27% is a direct result of the increased revenues with our change in operational focus.

Although there can be no assurance, we anticipate cost of revenues to remain within the range of 10% to 25% of revenues in the foreseeable future.

Our selling, general and administrative expenses during the year ended December 31, 2010 were $1,882,634 as compared to $2,123,917 during the year ended December 31, 2009. The decrease of $241,283 or 11%, was the result of streamlining operations and reducing unnecessary workforce. This decrease was offset by increased professional fees associated with required financial filings and legal proceedings. While there can be no assurance of a specific trend, we are continually working to minimize our selling, general and administrative expenses that will allow our revenues to sufficiently cover these expenses. We experienced a net loss from operations of $430,874 during the year ended December 31, 2010 as compared to a net loss from operations of $1,419,037 during the year ended December 31, 2009.

Our other expense, during the year ended December 31, 2010 was $523,576 as compared to $1,066,049 during the year ended December 31, 2009. These expenses include interest income, gain (loss) on settlement of debt, net, interest expense and income tax expense. The reduction in this expense is a direct result of a reduction in the amount of interest expense, the loss on settlement of debt and income tax expense.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with our Board of Directors, we have identified two accounting policies that we believe are key to an understanding of our financial statements. These are important accounting policies that require management's most difficult, subjective judgment.

Going Concern. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's current financial resources are not considered adequate to fund its planned operations. This condition raises substantial doubt about its ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Non-Cash Equity Issuances. We periodically issue shares of our common stock in exchange for, or in settlement of, services. Our management values the shares issued in such transactions at either the then market value of our common stock, as determined by the Board of Directors and after taking into consideration factors such as the volume of shares issued or trading restrictions, or the value of the services received, whichever is more readily determinable.

Liquidity and Capital Resources. We have incurred an operating loss for the year ended December 31, 2010 and an operating loss for the year ended December 31, 2009. As of December 31, 2010, we had an accumulated deficit of $2,000,178 and available cash of $92,725. The Company had a working capital deficit of approximately $3,800,000 as of December 31, 2010.

Although there can be no assurance, we expect our revenues to increase during the foreseeable future as a result of increasing the number of customers we service. Revenues from our services are expected to increase in proportion to the number of customers serviced by us. Currently cash flows from operations are not sufficient to meet our cash requirements. Consequently, we are depending upon the proceeds from future debt or equity investments to sustain our operations and implement our business plan until revenue is sufficient to cover our operating expenses. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There can be no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.

Although we have commitments for outside financing, it may not be available in the amounts or times when we require. Furthermore, such financing would likely take the form of bank loans, private placement of debt or equity securities or some combination of these. The issuance of additional equity securities would dilute the stock ownership of current investors while incurring loans, lines of credit or debt by us would increase our capital requirements and possible loss of valuable assets if such obligations were not repaid in accordance with their terms.

During the year ended December 31, 2010 cash used in operations was $41,114 as compared to $205,390 cash provided by operations during the year ended December 31, 2009. This is a direct result of our increase in net loss in the amount of $980,663 and the decrease in accounts payable and accrued expenses in the amount of $261,304 during the year ended December 31, 2010 as compared to an increase of $1,107,613 during the year ended December 31, 2009.

During the year ended September 30, 2010 we used $98,736 to purchase property and equipment as compared to $44,827 during the year ended December 31, 2009.

During the year ended December 31, 2010 we received $219,274 of cash in financing activities as compared to using $7,901,130 in financing activities during the year ended December 31, 2009.

Off-Balance Sheet Arrangements

Since our inception through December 31, 2010, we have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation S-B.

Subsequent Events

On March 1, 2011, Metiscan entered into a Settlement Agreement with Sunrise Medical Technologies, Inc. to satisfy ninety thousand ($90,000) dollars of aged payables related to equipment services rendered to Schuylkill Open MRI, Inc. Pursuant to the settlement, one hundred and ten million (110,000,000) common shares of Metiscan were issued.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our exposure to interest rate risk is related to our borrowings. Fixed rate borrowings may have their fair market value adversely impacted from changes in interest rates. Floating rate borrowings will lead to additional interest expense if interest rates increase. We enter into loan arrangements when needed. Our borrowings are subject to interest rate risk and changes in the prime interest rate will have an effect on interest rate expense.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements, together with the independent registered public accounting firm’s report of Eugene Egeberg, CPA, begin on page 24, immediately after the signature page.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS WITH RESPECT TO ACCOUNTING AND FINANCIAL DISCLOSURE

There are not and have not been any disagreements between us and our accountants with respect to any matter of accounting principles since our formation, and there are no disagreements between us and our accountants with respect to accounting or financial disclosure matters.

ITEM 9A. CONTROLS AND PROCEDURES

The principal executive officer and principal financial officer of the Company (“the Certifying Officers”), with the assistance of advisors, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in section 240.13a-14(c) and 240.15d-14(c) under the Exchange Act) within 90 days prior to the filing of this report. Based upon the evaluation, the Certifying Officers concludes that the Company’s disclosure controls and procedures are effective in timely alerting management to material information relative to the Company which is required to be disclosed in its periodic filings with the SEC.

There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our directors and executive officers and additional information concerning them are as follows:

NAME	AGE	POSITIONS AND OFFICES HELD
Bryan Scott	38	President, Chief Executive Officer and Director

Brian Hart	40	Chief Operating Officer and Director

Janine Frieh	40	Chief Financial Officer and Director

There are no agreements or understandings for the officers and directors to resign at the request of another person, and the above-named officers and directors are not acting on behalf of, nor will act at the direction of, any other person.

Business Experience

Bryan A. Scott - President, CEO, and Chairman

Bryan A. Scott is the President and CEO of Metiscan, Inc. Since 1998, Mr. Scott has been engaged in the business development and management of technology companies. Since 2005, Mr. Scott has concurrently served as an officer and/or director of various early stage non‐public companies, including, but not limited to, Nanotailor, Inc., a manufacturer of single‐walled carbon nanotubes based upon technology licensed from the National Aeronautics and Space Administration ("NASA"). Mr. Scott was also one of the founders of Nanotailor, Inc. Commencing in January 2007, Mr. Scott assisted in the organization of Nanotailor, Inc. prior to its incorporation in March 2007, and he continued as an officer and director until December 2007 when he resigned.

Commencing in 2002, Mr. Scott cofounded and served as the President and CEO of Synosphere, Inc., an early stage technology company, which he sold through a stock exchange with iBIZ Technology Corporation in January 2004. Mr. Scott also served as an officer and director of Sports Radio, a company which was purchased by Sun Sports & Entertainment in July 2007. Mr. Scott holds a B.S. and M.S. in Biology from the University of Texas at San Antonio.

Janine Frieh - CFO & Director

Mrs. Frieh is a certified public accountant with many years of experience in establishing and managing corporate financial controls. Mrs. Frieh's experience includes assisting companies in mergers, reverse mergers, SEC filings and coordinating with the SEC with respect to comment letters. She has also served as an Audit Manager and Controller for a publicly traded company in the technology field and interim Controller for several mid-to-large-sized privately held companies.

Prior to becoming our CFO, Mrs. Frieh was as a manager at Moffitt & Company, P.C., an accounting firm, commencing in 2002 and ending in 2005. From 2005 until the present, Mrs. Frieh has operated her own accounting firm, which from time-to-time provides advisory CFO services for public companies.

Brian Hart - COO & Director

Mr. Hart is presently employed as a Senior Director for Barclaycard US (a member of the Barclays Group), an $11 Billion consumer finance company, and has held such position since March 9, 2009. Prior to this recent engagement Mr. Hart spent 4 years as Director of Consumer Finance and Major Reserves for Dell Financial Services, a $3 Billion financing subsidiary of Dell Corporation..

Prior to that, he spent 3 years at Citigroup, where he was Vice President of Customer Sales and Service and directed a team of over 200 people. Mr. Hart also currently serves as the President and sole director of Tristone Solutions Group, LLC. Mr. Hart has a Bachelor in Business Administration in Finance from the University of Texas at Austin and an MBA in Management from Rice University.

Our management has not been involved in any legal proceedings as described in Item 401(f) of Regulation S-K.

Significant Employees

There are no persons other than our officers and directors who are expected by us to make a significant contribution to our business.

Family Relationships

There are no family relationships of any kind among our directors, executive officers, or persons nominated or chosen by us to become directors or executive officers.

Audit Committee Financial Expert

Our board of directors acts as the audit committee; there is no separate audit or other committees.

Our board of directors has determined that Janine Frieh is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC. Ms. Frieh is not “independent” within the meaning of Item 407(d)(5)(i)(B) of Regulation S-K promulgated by the SEC.

Code of Ethics

We have adopted a Code of Ethics which is designed to ensure that our officers meet the highest standards of ethical conduct. The Code of Ethics requires that our officers comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in our best interests.

Involvement with certain material legal proceedings during the past five years

(1) None of our directors, officers, significant employees or consultants has been convicted in a criminal proceeding, exclusive of traffic violations, or is subject to any pending criminal proceeding.

(2) On October 16, 2009, Metiscan-CC, Inc. (Corpus), a wholly owned subsidiary of the Company, filed a petition for relief under Chapter 7 of the Bankruptcy Code. We written off the assets and liabilities of Corpus and describes the operating results from Corpus in this registration statement as discontinued operations. No other bankruptcy petitions have been filed by or against any business or property of any of our directors, officers, significant employees or consultants nor has any bankruptcy petition been filed against a partnership or business association where these persons were general partners or executive officers.

(3) None of our directors, officers, significant employees or consultants has been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

(4) None of our directors, officers or significant employees has been convicted of violating a federal or state securities or commodities law.

ITEM 11. EXECUTIVE COMPENSATION

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of directors, officers, or other employees have been adopted by us for the benefit of our employees.

Our officers and directors will not receive any finder's fee, either directly or indirectly, as a result of their efforts to implement our business plan as outlined herein.

In accordance with the requirements of SEC Release 33-8876.

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation	Total ($)
Bryan Scott, President and CEO (1)	2010 2009 2008	-	-	$0 $1,000 $0	-	-	-	$104,754 $43,000 $0	$104,754 $44,000 $0
Brian Hart, Chief Operating Officer (2)	2010 2009 2008	-	-	$0 $1,000 $0	-	-	-	$1000 $0 $0	$1000 $1000 $0
Janine Frieh, Chief Financial Officer (3)	2010 2009 2008	-	-	$0 $1,000 $30,000	-	-	-	$1000 $0 $0	$1000 $1,000 $30,000
Jacob Cohen, Executive Vice President (4)	2010 2009 2008	$88,800	-	$29,750 $1,000 $12,000	-	-	-	$86,400 $27,000	$118,550 $87,400 $39,000

Notes:

(1) Stock Awards and All Other Compensation were paid to Bridgepoint Partners, LLC

(2) Stock Awards were paid to Tristone Solutions Group, LLC

(3) Stock Awards were paid to Janine Frieh, CPA

(4) Stock Awards and All Other Compensation were paid to Cohen Enterprises, Inc.

Outstanding Equity Awards at Fiscal Year End

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS						STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Shares of Stock That Have Not Vested (#)	Market Value of Shares or Shares of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Shares or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Shares or Other Rights That Have Not Vested (#)
Bryan Scott	0	0	0	0	0	0	0	0	0
Brian Hart	0	0	0	0	0	0	0	0	0
Janine Frieh	0	0	0	0	0	0	0	0	0
Jacob Cohen	0	0	0	0	0	0	0	0	0

There are no outstanding equity awards at year-end

Compensation of Directors

The board has not implemented a plan to award options to any directors. There is no contractual arrangement with our board of directors. We have no director's service contracts. The directors listed below have earned no compensation as of the date of this registration statement.

Director’s Compensation Table
	Fees
	Earned				Nonqualified
	Or			Non-Equity	Deferred
	Paid in	Stock	Option	Incentive Plan	Compensation	All Other
	Cash	Awards	Awards	Compensation	Earnings	Compensation	Total
Name	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Bryan Scott	2010	$0	$0	$0	$0	$0	$0
	2009	$0	$0	$0	$0	$0	$0
	2008	$0	$0	$0	$0	$0	$0
Brian Hart	2010	$0	$0	$0	$0	$0	$0
	2009	$0	$0	$0	$0	$0	$0
	2008	$0	$0	$0	$0	$0	$0
Janine Frieh	2010	$0	$0	$0	$0	$0	$0
	2009	$0	$0	$0	$0	$0	$0
	2008	$0	$0	$0	$0	$0	$0

ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of March 31, 2011, we had 2,564,650,554 shares of common stock issued and outstanding.

The following table sets forth certain information with respect to the beneficial ownership of our common stock by (i) each stockholder known to be the beneficial owner of more than 5% of our common stock; (ii) each director and executive officer and (iii) all executive officers and directors as a group. Each of the persons named in the table has sole voting and investment power with respect to the shares beneficially owned. Also included are the shares held by all executive officers and directors as a group.

		AMOUNT OF
TITLE	NAME AND ADDRESS OF	BENEFICIAL	PERCENT OF
OF CLASS	BENEFICIAL OWNER	OWNERSHIP	CLASS
Common	Bryan A. Scott(1)(5)	9,000,500,000	89.4	%

Common	Janine Frieh(2)	15,500,000	0.02	%

Common	Brian Hart(3)	500,000	MIL

Common	Jacob Cohen(4)	91,500,000	3.95	%

Common	Metiscan Holdings, Inc.	9,000,000,000	89.4	%

Common	Directors & Officers as a Group	9,016,500,000	89.4	%

Notes:

(1)	Bridgepoint Partners, LLC is the Beneficial Owner of 500,000 shares. Includes 1,500,000,000 shares owned by Metiscan Holdings, Inc., of which Mr. Scott is officer, director and through a family trust of which he is the primary beneficiary, has beneficial ownership. Also includes 7,500,000,000 shares which are issuable upon conversion of Series C Preferred Stock which is owned by Metiscan Holdings, Inc.
(2)	Tristone Solutions Group, LLC is the Beneficial Owner
(3)	Janine Frieh, CPA is the Beneficial Owner
(4)	Cohen Enterprises, Inc. is the Beneficial Owner
(5)	Bryan A. Scott, President and CEO of Metiscan Holdings is the Beneficial Owner of 750,000 Series C Preferred stock with voting rights and the right to convert into 7,500,000,000 shares of Common Stock.

Officers and Directors

We are currently authorized to issue 5,000,000,000 shares of common stock, and as of March 31, 2011 there were 2,564,650,554 shares of common stock issued and outstanding. We are currently authorized to issue 10,000,000 shares of preferred stock. As of March 31, 2011 we have issued 900,000 shares of “Series C Preferred Stock” to Metiscan Holdings, Inc. (“Holdings”). Holdings has converted 150,000 shares of the Series C Preferred Stock into 1,500,000,000 shares of our common stock (which is included in the 2,564,650,554 shares of common stock issued and outstanding). The remaining 750,000 shares of Series C Preferred Stock owned by Holdings have voting rights equal to 7,500,000,000 shares of our common stock. The Series C Preferred Stock can be converted at any time into the then-available authorized but unissued shares of our common stock. At the present time, we have available 2,435,349,446 authorized but unissued shares of our common stock. At any time after our Certificate of Incorporation is amended to increase our authorized shares of common stock, the remaining shares of Series C Preferred Stock owned by Holdings can be converted into a total of 7,500,000,000 additional shares of common stock. Holdings currently has the same voting rights as if all of the Series C Preferred Stock had been converted into common stock. Accordingly, Holdings has the same voting rights whether or not the Series C Preferred Stock is converted into common stock.

Our President, Chief Executive Officer and one of our directors, Bryan A. Scott, is also the President, Chief Executive Officer and a director of Holdings. Additionally, Brian Hart, our Chief Operating Officer and one of our directors is also the Chief Operating Officer and a director of Holdings along with Janine Frieh, our Chief Financial Officer and one of our directors. She is also the Chief Financial Officer and a director of Holdings. A trust for the benefit of Mr. Scott (the “Trust”) owns 88% of Holdings. The Trust has two trustees: Bryan A. Scott as the “Family Trustee” and Mandy Adams, who is an unrelated third party as the “Independent Trustee”. Bryan A. Scott is also designated as the “primary beneficiary” of the Trust. As of March 31, 2011, through Holdings, the trustees of the Trust have the right to vote approximately 89% of our voting securities based upon the number of shares of common stock issued and outstanding as of March 31, 2011. Thus, the trustees of the Trust in effect control our Board of Directors because Holdings has the power to vote its shares to remove any director from our Board of Directors and replace him or her with someone chosen by the Trustees of the Trust.

There are no contracts or other arrangements which could result in a change of control.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Conflicts of Interest

No binding guidelines or procedures for resolving potential conflicts of interest have been adopted by us. Failure by management to resolve conflicts of interest in our favor could result in management becoming liable to us.

Other than as described above, there have been no transactions which are required to be disclosed pursuant to Item 404 of Regulation S-K.

CORPORATE GOVERNANCE

We are currently authorized to issue 5,000,000,000 shares of common stock, and as of March 31, 2011 there were 2,564,650,554 shares of common stock issued and outstanding. We are currently authorized to issue 10,000,000 shares of preferred stock. As of March 31, 2011 we have issued 900,000 shares of “Series C Preferred Stock” to Metiscan Holdings, Inc. (“Holdings”). Holdings has converted 150,000 shares of the Series C Preferred Stock into 1,500,000,000 shares of our common stock (which is included in the 2,564,650,554 shares of common stock issued and outstanding). The remaining 750,000 shares of Series C Preferred Stock owned by Holdings have voting rights equal to 7,500,000,000 shares of our common stock. The Series C Preferred Stock can be converted at any time into the then-available authorized but unissued shares of our common stock. At the present time, we have available 2,435,349,446 authorized but unissued shares of our common stock. At any time after our Certificate of Incorporation is amended to increase our authorized shares of common stock, the remaining shares of Series C Preferred Stock owned by Holdings can be converted into a total of 7,500,000,000 additional shares of common stock. Holdings currently has the same voting rights as if all of the Series C Preferred Stock had been converted into common stock. Accordingly, Holdings has the same voting rights whether or not the Series C Preferred Stock is converted into common stock.

Our President, Chief Executive Officer and one of our directors, Bryan A. Scott, is also the President, Chief Executive Officer and sole director of Holdings. Additionally, Brian Hart, our Chief Operating Officer and one of our directors, is also the Chief Operating Officer and director of Holdings along with Janine Frieh, our Chief Financial Officer and one of our directors, and is also the Chief Financial Officer and director of Holdings. A trust for the benefit of Mr. Scott (the “Trust”) owns 88% of Holdings. The Trust has two trustees: Bryan A. Scott as the “Family Trustee” and Mandy Adams, who is an unrelated third party as the “Independent Trustee”. Bryan A. Scott is also designated as the “primary beneficiary” of the Trust. As of March 31, 2011, through Holdings, the trustees of the Trust have the right to vote approximately 89% of our voting securities based upon the number of shares of common stock issued and outstanding as of March 31, 2011. Thus, the trustees of the Trust in effect control our Board of Directors because Holdings has the power to vote its shares to remove any director from our Board of Directors and replace him or her with someone chosen by the Trustees of the Trust.

This voting concentration may also have the effect of delaying or preventing a change in our management or control or otherwise discourage potential acquirers from attempting to gain control of us. If potential acquirers are deterred, you may lose an opportunity to profit from a possible acquisition.

Director Independence

Using the definition of director independence set forth in NASDAQ Marketplace Rule 4200(a)(15):

Bryan A. Scott	Not Independent.
Brian Hart	Not Independent.
Janine Frieh	Not Independent.

We did not hold any meetings of our Board of Directors during the last fiscal year, but took actions by written consent in lieu of meetings. Our policy with respect to director attendance at the annual stockholder meeting is that directors are encouraged, but not required, to attend stockholder meetings. We have not yet held any stockholder meetings.

Our Board of Directors acts as the Nominating Committee, Audit Committee, and Compensation Committee; there are no separate committees fulfilling those roles.

The Board of Directors believes that it would be a poor use of resources to organize separate committees for those functions, because our directors have a thorough knowledge of the Company’s business and affairs and are able to perform those functions effectively.

All directors participate in the nomination of directors.

All directors participate in the consideration of director and executive officer compensation.

Any stockholder may contact any board member by sending mail to the company’s address.

DISCLOSURE OF COMMISSION POSITION

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant, the registrant has been informed 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.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

Audit Fees represent the aggregate fees for professional services for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years. For the years ended December 31, 2010 and 2009, we paid Eugene Egeberg, CPA $7,500 and $12,400, respectively.

Tax Fees

For the years ended December 31, 2010 and 2009, we paid Eugene Egeberg, CPA $7,500 and $12,400, respectively, for tax related services.

All Other Fees.

For the years ended December 31, 2010 and 2009, we paid Eugene Egeberg, CPA $7,500 and $12,400,, respectively, for all other services.

The board of directors on an annual basis reviews audit and non-audit services performed by the independent registered public accounting firm. All audit and non-audit services are pre-approved by the board of directors, which considers, among other things, the possible effect of the performance of such services on the auditors' independence. The board of directors has considered the role of Eugene Egeberg, CPA in providing services to us for the fiscal year ended December 31, 2010 and has concluded that such services are compatible with Eugene Egeberg, CPA’s independence as the Company's independent registered public accounting firm.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	Exhibits and Financial Statements

1.	Financial Statements

The following financial statements are included on pages 24-34 in the Financial Statements filed as part of this Annual Report

(i)	Balance Sheets as of December 31, 2010 and 2009

(ii)	Statements of Operations for the Fiscal Years Ended December 31, 2010 and 2009

(iii)

Statement of Stockholders’ Equity for the Year Ended December 31, 2010

(iv)	Statements of Cash Flows for the Years Ended December 31, 2010 and 2009

(v)	Notes to Financial Statements

2.	Financial Statement Schedules. All financial statement schedules have been omitted since the information is either not applicable or required or is included in the financial statements or notes thereof.

3.	The following exhibits, which are required by Item 601 of Regulation S-K, are filed herewith.

EXHIBIT NUMBER		EXHIBIT DESCRIPTION
31.1		Certification of CEO and CFO Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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.

	METISCAN, INC. (Registrant)

Dated: April 7, 2011	By:	/s/ Bryan A. Scott
		Bryan A. Scott, President and Chief Executive Officer and Director



	By:	/s/ Janine Frieh
		Janine Frieh, Chief Financial Officer and Director



	By:	/s/ Brian Hart
		Brian Hart, Chief Operating Officer and Director



	By:	/s/ Rossanna Perales
		Rossanna Perales, Controller

METISCAN, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR YEARS ENDED DECEMBER 31, 2010 AND 2009

(AUDITED)

TABLE OF CONTENTS

____________

Report of Independent Registered Public Accounting Firm	25

Financial Statements	----------

Balance Sheets as of December 31, 2010 and 2009	26

Statements of Operations for the Fiscal Years Ended December 31, 2010 and 2009	27

Statement of Stockholders’ Equity for the Year Ended December 31, 2010	28 - 29

Consolidated Statements of Cash Flows for the Years Ended December 31, 2010 and 2009	30

Notes to Financial Statements	31 - 36

Eugene M Egeberg

Certified Public Accountant

2400 Boston Street, Suite 102

Baltimore, Maryland 21224

(410) 218-1711

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S REPORT

To the Stockholders

Metiscan, Inc.

We have audited the consolidated accompanying balance sheet of Metiscan, Inc. as of December 31, 2010, and the related statements of operations and changes in stockholder’s deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with U.S. generally accepted auditing standards as well as standards required by the Public Companies Accounting Oversight Board. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a 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 statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a large accumulated deficit through December 31, 2010. This condition raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Metiscan, Inc. as of December 31, 2010 and the results of its operations and its cash flows for each of the year then ended in conformity with U.S. generally accepted accounting principles.

/s/ Eugene M Egeberg

Eugene M Egeberg, CPA

April 11, 2011

METISCAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(AUDITED)

	December 31, 2010			December 31, 2009

ASSETS

CURRENT ASSETS

Cash	$	92,724		$	13,301
Cash, restricted					8,057,420
Accounts receivable		682,512			426,213
Notes receivable		1,514			1,941

TOTAL CURRENT ASSETS		776,750			8,498,875

PROPERTY AND EQUIPMENT, net of accumulated depreciation		2,600,933			2,685,405

PREPAID EXPENSES		18,907			18,907
OTHER ASSETS		675,522			1,210,804
OTHER NON-CURRENT ASSETS, including restricted cash of $7,954,061		7,954,061

TOTAL ASSETS	$	12,026,173		$	12,413,990

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable and accrued liabilities	$	2,405,326			2,666,630
Notes payable, shareholder
Notes payable, current portion		2,148,351			2,029,736
Security deposit		8,016			8,016
Customer deposit		15,800

TOTAL CURRENT LIABILITIES		4,577,493			4,704,382

STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock, par value $0.0001 per share
Authorized – 10,000,000 shares
Issued and outstanding – 750,000 shares series “C”		75			75
Issued and outstanding – 500,000 shares series “D”		50			50
Issued and outstanding – 60 shares series “E”		-			-
Issued and outstanding – 72 shares series “F”		-			-
Common stock, par value $0.0001 per share
Authorized – 5,000,000,000 shares
Issued and outstanding – 2,441,400,555 and 2,239,339,170, respectively		243,865			223,934
Additional paid-in capital		9,204,868			9,047,353
Accumulated deficit		(2,000,178	)		(1,561,804	)

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		7,448,680			7,709,608
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	12,026,173		$	12,413,990

METISCAN, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR YEARS ENDED DECEMBER 31, 2010 AND 2009

(AUDITED)

	For The Years
	Ended December 31,
	2010			2009

REVENUES	$	2,529,356		$	2,543,978

COST OF REVENUES		561,520			773,049

GROSS PROFIT		1,967,836			1,770,929

EXPENSES
Selling, general and administrative		1,882,634			2,123,917

TOTAL EXPENSES		1,882,634			2,123,917

INCOME (LOSS) FROM OPERATIONS		85,202			(352,987	)

OTHER INCOME (EXPENSE), NET		(523,576	)		(1,066,049	)


NET INCOME (LOSS)		(438,374	)		(1,419,037	)


NET (LOSS) PER COMMON SHARE

Basic and diluted		(0.00	)		(0.01	)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING

Basic and diluted		2,397,903,927			2,239,339,170

METISCAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEAR ENDED DECEMBER 31, 2010

(AUDITED)

	Preferred Series “A”					Preferred Series “B”					Preferred Series “C”				Preferred Series “D”				Preferred Series “E”
	Shares			Amount		Shares			Amount		Shares		Amount		Shares		Amount		Shares		Amount
Balance December 31, 2009		48		$	-		72		$	-		750,000	$	75		500,000	$	50		-	$	-

Common stock issued for cash		-			-		-			-		-		-		-		-		-		-

Conversion of shares due to settlement		(48	)		-		(72	)		-		-		-		-		-		56		-

Common stock issued for services		-			-		-			-		-		-		-		-		-		-

Net loss		-			-		-			-		-		-		-		-		-		-

Balance, December 31st, 2010		-		$	-		0		$	-		750,000	$	75		500,000	$	50		56	$	-

METISCAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEAR ENDED DECEMBER 31, 2010

(AUDITED)

	Preferred Series “F”				Common Stock				Additional Paid-in			Accumulated			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital			Deficit			(Deficit)
Balance December 31, 2009		-	$	-		2,239,339,170	$	223,934	$	9,047,353		$	(1,561,804	)	$	7,709,483

Common stock issued for cash		-		-		2,750,000		275		3,025			-			3,300

Conversion of shares due to settlement		68		-		69,696,000		6,970		(326,726	)		-			(337,757	)

Common stock issued for services						129,615,385		12,962		130,238			-			143,200
Net loss		-		-		-		-		-			(387,689	)		(387,689	)

Balance, December 31, 2010		68	$	-		2,441,400,555	$	244,140	$	8,835,890		$	(1,949,493	)	$	7,130,537

METISCAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

(AUDITED)

	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(438,374	)	$	(1,419,037	)
Adjustments to reconcile net (loss) to net cash
(used) by operating activities:
Common stock issued for services		180,148			-
Gain (loss) on settlement of debt		403,459			-
Loss on settlement of debt with stock issuance		-			-
Depreciation expense		183,207			277,672
Changes in operating assets and liabilities:
Accounts receivable		(256,299	)		86,501
Prepaid expenses		(1	)		28,333
Accounts payable and accrued liabilities		(261,304	)		1,107,613
Other Liabilites (decrease)					124,308
Advances from customers		15,800			-
Notes receivable		427			-
Other assets		131,823			-
NET CASH PROVIDED BY OPERATING ACTIVITIES		(41,114	)		205,390

CASH FLOWS FROM INVESTING ACTIVITIES:
Other Asset					(22,500	)
Purchase of property and equipment		(98,736	)		(44,827	)
NET CASH USED BY INVESTING ACTIVITIES		(98,736	)		(67,327	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from cash held in escrow		103,359			-
Proceeds from (repayments of) notes payable		112,615			(179,277	)
Proceeds from (repayments of) loans payable		-			(950,087	)
Proceeds from preferred stock					125
Proceeds from common stock		3,300			202,911
Increase in Retained Earnings					15,038
Increase in Contributed Capital		-			8,812,421
NET CASH USED BY FINANCING ACTIVITIES		219,274			7,901,130

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS		79,424			8,039,193

CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF THE PERIOD		13,301			31,528

CASH AND CASH EQUIVALENTS
AT THE END OF THE PERIOD	$	92,725		$	8,070,721

METISCAN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED FINANCIAL STATEMENTS

DECEMBER 31, 2010

(AUDITED)

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

Description of Business

During 1999, we provided internet and communication technologies.

On August 8, 2008, we acquired Metiscan Technologies, Inc. (Technologies) in a stock-for-stock transaction. As a result, Technologies became our wholly owned subsidiary. Pursuant to the acquisition agreement, (the “Agreement”), we issued a total of 157,000,000 shares of our common stock in exchange for 100% of the issued and outstanding shares of Technologies. The Agreement provided for 32,000,000 shares to be issued upon closing and 125,000,000 to be issued as soon as possible after we filed an amendment to increase our authorized shares, which we did on August 15, 2008. On August 8, 2008, the 32,000,000 shares were issued. On August 21, 2008, the 125,000,000 shares were issued.

For accounting purposes, the transaction described in the preceding paragraph has been accounted for as a reverse merger, since the stockholders of Technologies own a majority of our issued and outstanding shares of common stock, and the directors and executive officers of Technologies became our directors and executive officers. This acquisition was accounted for at historical cost in a manner similar to that in pooling of interests method because after the acquisition, the former stockholders of Technologies acquired a majority of the issued and outstanding shares of the Company. The financial statements of the Company are not significant; therefore, no pro forma financial information is submitted. Thus, the historical financial statements are those of Technologies.

On November 13, 2008, we formed Taptopia, Inc., a wholly owned subsidiary that provides technology utilizing Smartphones to event organizers, convention centers, and their related vendors

On November 13, 2008, we formed Shoreline Employment Services, Inc., an employment services company which provides part-time, full time, and contract employees.

On December 31, 2008, we completed the acquisition of two diagnostic imaging facilities, Schuylkill Open MRI, Inc. (SOMRI) located in Pottsville, Pennsylvania and Metiscan-CC, Inc. (Corpus), located in Corpus Christi, Texas in stock-for-stock transactions. As a result, Corpus became our wholly owned subsidiary and SOMRI became our majority-owned subsidiary. Pursuant to the same Agreement the Company agreed to issue a total of 9,000,000,000 shares (the “Imaging Shares”) of its common stock in exchange for 100% of the issued and outstanding shares of Corpus and a majority ownership of SOMRI. Pursuant to an ancillary letter agreement dated December 31, 2008, Metiscan agreed to issue the Imaging Shares on or before March 31, 2009. The Imaging Shares were issued as 900,000 shares of Series “C” Preferred Stock on May 7, 2009, which is convertible into 9,000,000,000 shares of the Company’s common stock.

For accounting purposes, the transaction described in the preceding paragraph has also been accounted for as a reverse merger, since the stockholders of SOMRI and Corpus were issued Series “C” Preferred Stock which, upon conversion into common stock, would represent a majority of our issued and outstanding shares of common stock, and the directors and executive officers of SOMRI and Corpus became our directors and executive officers. This acquisition was accounted for at historical cost in a manner similar to that in pooling of interests method because after the acquisition, the former stockholders of SOMRI and Corpus acquired a majority of our outstanding shares.

On February 26, 2009 Technologies merged into Corpus pursuant to the consent of the Stockholders and the Board of Directors of each of the respective companies. Corpus was the surviving entity in such transaction.

On June 24, 2009, we announced that we had determined to become a holding company focused upon growing our organization by making key acquisitions of companies which focus on developing new technologies.

On October 16, 2009, Corpus filed a petition for relief under Chapter 7 of the Bankruptcy Code. We have written off the assets and liabilities of Corpus and described the operating results from Corpus in this registration statement as discontinued operations.

On February 11, 2010, Taptopia entered into a joint venture with ConvExx, LLC to form Appcon, LLC (Appcon), which was formed under the laws of the State of Nevada. Pursuant to the Operating Agreement, each of Taptopia and ConvExx owned a 50% interest in Appcon, which was created to function as a trade show organizer for mobile application trade shows to be held in the future.

On November 15, 2010, Firstview ceased operations and began evaluating other business pursuits.

On December 1, 2010, Taptopia and ConvExx mutually agreed to an orderly shut down of Appcon and dissolved the Company with the State of Nevada.

As of December 31, 2010, we had the following subsidiaries:

• FirstView EHR, Inc. (“FirstView”) – FirstView is our majority owned subsidiary which provides healthcare information technology (“Healthcare IT”) services for diagnostic imaging facilities, including, but not limited to, web-based electronic healthcare records (EHR), long-term archiving and professional “Healthcare IT” services.

As of November 15, 2010 FirstView ceased its operations and is currently evaluating other business pursuits.

• Schuylkill Open MRI, Inc. (“SOMRI”) – We own seventy two (72%) percent of SOMRI. A minority of the issued and outstanding shares of SOMRI are owned by a Pennsylvania physician and 2 other minority shareholders. SOMRI is an independent diagnostic testing facility (IDTF) located in Pottsville, Pennsylvania providing Magnetic Resonance Imaging (MRI) services and is unaffiliated with any hospital or medical group. SOMRI officially opened for business and began its operations in March, 2003 as an outpatient open MRI facility. SOMRI currently performs exams on the Siemens Concerto OPEN MRI System utilizing Siemens’ Syngo software. In 2008, Schuylkill also added the Siemens Magnetom Vision 1.5T high field closed magnet to its facility. Having both the Siemens Concerto OPEN MRI System and the Siemens Magnetom Vision 1.5T high field closed magnet gives SOMRI flexibility in the studies it can conduct. SOMRI uses FirstView’s Healthcare IT support to host and manage its RIS and PACS systems. SOMRI offers same day, evening and Saturday appointments to accommodate emergency and non-emergency patient’s schedule needs.

• Shoreline Employment Services, Inc. (“Shoreline”) – Shoreline, which is our wholly owned subsidiary, is an employment services company that provides part-time, full time, and contract employees, and provides other human resource related services such as employee benefits and retirement plans such as 401ks to us, our subsidiaries and one third party on an as-needed basis.

• Taptopia, Inc. (Taptopia) – Taptopia is our wholly owned subsidiary which provides technology utilizing Smartphones to event organizers, convention centers, and their related vendors. Taptopia’s cornerstone product the Digital Show Guide™ (DSG) which was launched in December of 2009, enables attendees and exhibitors to easily navigate event schedules and exhibitor information from their Apple iPhones™, iPod touches™, iPads™ and BlackBerrys. Users have the ability to take notes about events or exhibitors directly within the software application, send their contact information and notes immediately to their contacts, utilize pre-event planning tools and stay current with real-time announcements. The DSG replaces traditional paper show guides and provides event organizers the ability to make last minute changes and additions to the DSG electronically.

On February 11, 2010, Taptopia entered into a joint venture with ConvExx, LLC to form Appcon, LLC (Appcon), which was formed under the laws of the State of Nevada. Pursuant to Appcon’s Operating Agreement, each of Taptopia and ConvExx owned a 50% interest in Appcon, which was created to function as a trade show organizer for mobile application trade shows to be held in the future. The trade show which Appcon was to organize initially was postponed due to insufficient registrations by trade show participants. On December 1, 2010, Taptopia and ConvExx mutually agreed to an orderly shut down of Appcon and dissolved the Company with the State of Nevada.

Basis of Presentation

In connection with preparation of the consolidated condensed financial statements and in accordance with the recently issued Statement of Financial Accounting Standards No. 165 “Subsequent Events” (SFAS 165), the Company evaluated subsequent events after the balance sheet date through the issuance date of these financial statements.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has incurred a net loss during the year ended December 31, 2010 and has a working capital deficit of $3,793,243. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from this uncertainty.

During fiscal 2011, Management plans to take the following steps in order to grow Metiscan;

·	Continue to reduce operating expenses by eliminating inefficiencies in our operations;

·	Procure capital equipment necessary to maintain a market advantage for our services we offered;

·	Evaluate further upgrades of infrastructure and licensed software, as well as improve service at our freestanding diagnostic imaging center;

·	Develop mobile software solutions for the convention, meeting and trade show industries; and

·	Develop and acquire new technologies and operating ventures that add value to the overall entity.

Revenue Recognition

The Company uses the accrual method of accounting. Sales are recognized when service is provided.

Depreciation and Amortization

The Company depreciates its property and equipment using the straight-line method with estimated useful lives from five to thirty-nine years. For federal income tax purposes, depreciation is computed using an accelerated method.

Income Taxes

The Company accounts for income taxes under SFAS 109, “Accounting for Income Taxes.” Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results could vary materially from management’s estimates and assumptions.

Disclosure About Fair Value of Financial Instruments

The Company estimates that the fair value of all financial instruments at December 31, 2010 as defined in FASB 107 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying balance sheet. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

Basic and Diluted Income (Loss) per Share

In accordance with SFAS No. 128, “Earnings Per Share,” basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed similar to basic income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of December 31, 2010 and 2009, the Company had no potentially dilutive shares.

Recent Accounting Pronouncements

There are no current accounting pronouncements that affect the Company.

NOTE 2: ACCOUNTS PAYABLE AND ACCRUED LIABILITY

Approximately $1,500,000 of the $2,397,826 accounts payable and accrued liabilities are attributed to discontinued operations and the corresponding chapter 7 bankruptcy proceedings for Metiscan-CC, Inc.

NOTE 3: CANCELLATION OF SERIES A & SERIES B PREFERRED STOCK

On February 5, 2010, the Company cancelled its Series A and Series B Preferred class of stock (“A and B Preferred Shares”) and created a Series E and Series F Preferred class of stock (“E and F Preferred Shares”). The cancellation of the A and B Preferred Shares and creation of the E and F Preferred Shares was pursuant to the settlement agreement reached with Garth James whereas Mr. James was issued sixty (60) shares of Series E Preferred stock and seventy-two (72) shares of Series F Preferred stock. Each month, beginning February 2010, the Company redeems one (1) share of Series E Preferred stock and one (1) share of Series F Preferred stock at the total cost of approximately $10,000. Through December 31, 2010, the Company has purchased eight (8) of each series for a total of approximately $80,000.

NOTE 4: INVESTMENT IN LIMITED LIABILITY COMPANY

On February 11, 2010, the Company’s wholly owned subsidiary, Taptopia invested $100 in AppCon, LLC a limited liability company formed under the laws of the state of Nevada. Taptopia owned 50% of the interest and Convexx, an unrelated entity, owned the remaining 50%. The purpose of the limited liability company was to function as a trade show organizer for mobile application trade shows to be held in the future. On December 1, 2010, Taptopia and ConvExx mutually agreed to an orderly shut down of Appcon and respectively officially dissolved the Company with the State of Nevada.

NOTE 5: LOSS ON SETTLEMENT OF DEBT

During the year ended December 31, 2010, we experienced a net loss on the settlement of debt in the amount of $431,792. This loss on the settlement of debt was mainly attributed to the write off of $337,900 of notes receivable by our subsidiary, Schuylkill, due to the determination that these funds were not collectible.

NOTE 6: TERMS AND CONDITIONS OF THE ACCOUNT MANAGEMENT AGREEMENT

We entered into an agreement dated June 26, 2009 (the “Account Management Agreement”) with Copperbottom Investments, Ltd., Absentia Holdings, Ltd., Orange Investments, Ltd., Agri-Technologies International, Ltd. and Britannia Securities International, Ltd. as the investors (the “Investors”) and Elco Securities, Ltd. as the manager of the transaction (the “Intermediary”), which may provide us with up to $7,955,795 (the “Funds”), which is set forth on our balance sheet as of June 30, 2010 as “cash, restricted”. The following are the terms and conditions of the Account Management Agreement:

The Funds are being held in an account in the name of Metiscan, Inc. which is controlled by the Intermediary. Before any of the Funds are released to us, 525,085,751 shares of our common stock issuable upon the exercise of an aggregate of 14 warrants being held by the Intermediary on behalf of the Investors pursuant to the Account Management Agreement must be free trading.

There are 24 milestones, or “Breakouts”. The first Breakout requires that the average bid price of our common stock shall be $0.0120 per share, and that the average daily volume shall be 10,653,587 shares. The average bid price requirement for each Breakout increases, so that the 24th Breakout requires that the average bid price be $0.0311 per share, and that the average daily volume be 2,752,527 shares. Upon reaching each breakout, we shall receive a sum of cash ranging from $110,752 to $405,085. The Intermediary shall track the average closing bid price of our common stock (the "Bid") and average daily volume of trading of our common stock (the "Volume") for each trading day within a specified 30 calendar day period.

Certain fees and expenses shall be deducted from the Breakout payments before being delivered to us.

In addition to the foregoing conditions, upon the release of the Funds to us there are numerous conditions upon our operations and upon our use of the Funds after we receive the Funds, unless we receive approval from the Investors to forgo any, or all, of the following conditions:

We are not permitted to consolidate our common shares without the agreement of the Investors until after the earlier of (i) June 26, 2013 or (ii) after the exercise of certain warrants.

We must make available to the public adequate current information about us within the meaning of Rule 144(c), which was promulgated by the Securities and Exchange Commission pursuant to §4(1) of the Securities Act of 1933, as amended.

We must be publicly traded on an exchange suitable to the Investors.

We are restricted from consolidating our common stock, and restricted from selling, merging or spinning-off more than 5% of our underlying assets for a period of one year following the “completion of capital placement” by the Investors.

We may not utilize any funds we receive for any of the following:

Leasing vehicles for management,

Legal or general and administrative expenses not related to filing all required reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,, such as registration, SEC compliance and listing requirement,

Repayment of management or shareholder loans except as to be approved by the Investors,

Past due salaries,

Settlement of legal liabilities or

Severance packages.

Aclor International, Inc. - FORM 10-K - April 12, 2011

Attached files

Aclor International, Inc. Reports