UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

  X .ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended June 30, 2014

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

Commission File Number 000-27023

AccelPath, Inc.

(Formerly – TECHNEST HOLDINGS, INC.)

(Exact name of Registrant as specified in its Charter)

Delaware		45-5151193
(State or other jurisdiction of incorporation or organization )		(I.R.S. Employer Identification No.)

850 Third Avenues, Suite 16C
New York City, NY		10022
(Address of principal executive offices)		(zip code)

(212)994-9875

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $0.001 Par Value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes      . No  X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes      . No  X .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding twelve (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 ninety (90) days.

Yes  X . No      .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  X . No      .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant ’ s knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.       .  .

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes      . No  X .

The aggregate market value of the voting and non-voting common equity held by non-affiliates* computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of September 29, 2014 (See definition of affiliate in Rule 12b-2 of the Exchange Act.) was approximately: $225,000

Affiliates for the purpose of this item refers to the issuer’s officers and directors and/or any persons or firms (excluding those brokerage firms and/or clearing houses and/or depository companies holding issuer’s securities as record holders only for their respective clienteles’ beneficial interest) owning 5% or more of the issuer’s Common Stock, both of record and beneficially.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

22,140,166 shares as of September 29, 2014, all of one class of common stock, $0.001 par value.

DOCUMENTS INCORPORATED BY REFERENCE

Documents Incorporated by reference: None

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ACCELPATH (Formerly - TECHNEST HOLDINGS, INC.)

FORM 10-K

TABLE OF CONTENTS

June 30, 2014

PART I
Item 1.	Business	5
Item 1A.	Risk Factors	19
Item 1B.	Unresolved Staff Comments	33
Item 2.	Properties	34
Item 3.	Legal Proceedings	34
Item 4.	Mine Safety Disclosures	34
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	34
Item 6.	Selected Financial Data	35
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	35
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 8.	Financial Statements and Supplementary Data
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	45
Item 9A.	Controls and Procedures	45
Item 9B.	Other Information	46
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	46
Item 11.	Executive Compensation	48
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	51
Item 13.	Certain Relationships and Related Transactions, and Director Independence	51
Item 14.	Principal Accountant Fees and Services	51
PART IV
Item 15.	Exhibits and Financial Statement Schedules	52
SIGNATURES		57

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NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K contains forward-looking statements, which involve risks and uncertainties, such as our plans, objectives, expectations and intentions. You can identify these statements by our use of words such as “may,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “continue,” “plans,” or their negatives or cognates. Some of these statements include discussions regarding our future business strategy and our ability to generate revenue, income and cash flow. We wish to caution the reader that all forward-looking statements contained in this Form 10-K are only estimates and predictions. Our actual results could differ materially from those anticipated as a result of risks facing us or actual events differing from the assumptions underlying such forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained in this Annual Report on Form 10-K. We will not update these forward-looking statements unless the securities laws and regulations require us to do so.

In this annual report on Form 10-K, and unless the context otherwise requires the “Company,” “we,” “us” and “our” refer to AccelPath, Inc. (formerly - Technest Holdings, Inc.) and its subsidiaries, AccelPath, LLC, Energy Innovative Partners, LLP,Technest, Inc. and Genex Technologies, Inc., taken as a whole.

All dollar amounts in this Annual Report are in U.S. dollars, unless otherwise stated.

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PART I

Item 1. Business

Overview

AccelPath, Inc. (formerly - Technest Holdings, Inc.) (the “Company”) includes the following entities:

Wholly-owned subsidiaries:

AccelPath, LLC (“AccelPath”) and Genex Technologies, Inc. (“Genex”),

Minority-owned subsidiaries:

19% interest in Energy Innovative Products

49% owned subsidiary Technest, Inc. (“Technest”) (see Basis of Presentation below). See discussion below.

On March 4, 2011, the Company acquired AccelPath, LLC and it became a wholly-owned subsidiary of the Company. The former members of AccelPath, LLC received an aggregate of 86,151,240 shares of our common stock and, immediately after the transaction, owned 72.5% of our issued and outstanding common stock. Immediately prior to the merger, the Company had 32,678,056 shares of common stock outstanding. Following the acquisition, AccelPath, LLC began operating as a wholly-owned subsidiary of the Company.

Accounting principles generally accepted in the United States generally require that a company whose security holders retain the majority voting interest in the combined business be treated as the acquirer for financial reporting purposes. The acquisition was accounted for as a reverse acquisition whereby AccelPath, LLC was deemed to be the accounting acquirer. Accordingly, the results of operations of AccelPath, Inc. (formerly - Technest Holdings, Inc.) have been included in the consolidated financial statements since the date of the reverse acquisition. The historical financial statements of AccelPath, LLC are presented as the historical financial statements of the Company.

AccelPath Business

We are a technology solutions company providing services that play a key role in the delivery of information for diagnosis of diseases and other pathologic conditions with and through our associated pathologists and strategic alliances. The experienced pathologists and medical institutions with which we partner to manage slide and information delivery prepare comprehensive diagnostic reports of a patient’s condition and consult with referring physicians to help determine the appropriate treatment. Such diagnostic reports often enable the early detection of disease, allowing referring physicians to make informed and timely treatment decisions that improve their patients’ health in a cost-effective manner. We seek out referring physicians and histology laboratories in need of pathology interpretations for our associated pathologists and manage slide delivery and develop services for managing the information.

We are focused on providing technology solutions for the anatomic pathology market. Our business model builds upon the expertise of experienced pathologists to provide seamless, reliable and comprehensive pathology and special test offerings to referring physicians using conventional and digital technologies. The pathologists with whom we contract seek to establish long-standing relationships with the referring physicians as a result of focused delivery of our diagnostic services, personalized responses and frequent consultations, and flexible information technology, or IT, solutions that are customizable to the referring physicians’ or laboratories as well as the pathologists’ needs. Our IT and communications platform enables us to deliver diagnostic reports to referring physicians generally within 24 hours of slide receipt, helping to improve patient care. In addition, our IT platform enables us to closely track and monitor medical trends from referring physicians.

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Our AccelPath Competitive Strengths

We believe that we are distinguished by the following competitive strengths:

·

We focus our solutions on professional component services. We are focused on the faster-growing non-hospital outpatient channel within the anatomic pathology market. The medical institutions we work with offer slide preparation services, and bill for and collect insurance reimbursements for slide preparation services performed in their own laboratories as well as the professional services rendered by their pathologists.

·

Locally-Focused Business Model with National Scale. Our business model centers on achieving significant local market share, which yields operating efficiencies and national scale. The diagnostic services the pathologists provide are designed specifically to meet the needs of the local markets we serve. Our IT infrastructure enables us to more efficiently manage these operations, improve productivity of the pathologists and the referring physicians and deliver a more extensive menu of diagnostic services to local clients.

·

Work with Experienced, Specialized Pathologists Focused on Client Service. We believe the pathologists who contract with us have or will build long-standing client relationships and provide high-quality service within their sub-specialties. The alignment of these pathologists’ specialties with those of the referring physicians’ is critical to our ability to attract new clients. Their clinical expertise and interactions with referring physicians on patient diagnoses enables them to establish effective consultative and long-term relationships with the referring physicians.

·

Professional Sales, Marketing and Client Relations Team. We plan to maintain a sales, marketing and client service team who will meet the needs of referring physicians and their patients. These sales representatives will be incentivized through compensation plans to not only secure new physician clients seeking professional pathology services from the pathologists who contract with us, but also to maintain and enhance relationships with existing physician clients.

·

Proprietary IT Solutions. Entry of and delivery of case and clinical information is essential to our business and a critical aspect of the differentiated service that we provide to our clients. We are developing scalable IT solutions that maximize the flexibility, ease-of-use and speed of delivery of our diagnostic reports, which has enabled us to meet the increasing physicians’ demand for our diagnostic services. We achieve this through the development of a proprietary suite of IT solutions that is compatible with electronic medical record, or EMR, systems. The software incorporates customized interface solutions, compliant web portal capacities, and proprietary solutions, all resulting in efficient and reliable onsite client connections.

·

Experienced Senior Leadership. We believe that our management’s experience in health care companies helps us to drive operating performance and hire and retain other employees and form alliances with leading medical institutions.

Our Business Strategy

We intend to achieve growth by pursuing the following strategies:

·

Continue to Drive Market Penetration through Sales and Marketing. We plan to drive organic growth through our professional sales and marketing organization. We expect our sales and marketing team will provide us with broad coverage to augment and further penetrate existing relationships between referring physicians and our associated pathologists and to develop new referral relationships for our associated pathologists. We plan to strategically add sales professionals in markets that will most benefit from access to leading medical institutions for pathology professional services.

·

Leverage our IT Platform to Increase Operating Efficiencies. We believe our IT platform will allow us to gain market share in various sub-specialties by improving productivity and reducing turnaround times. We intend to continue to develop our IT operations into a better-integrated diagnostic platform, which will improve national coordination of cases and provide real time visibility into key performance metrics. In addition, we plan to continue to introduce innovative IT solutions, interface capabilities and market-specific IT solutions that enhance our value proposition to referring physicians.

·

Expand Contracts with Laboratories and Hospitals in Target Markets. We intend to continue to develop contracts with laboratories and hospitals in target markets as part of a broader strategy to strengthen and grow our presence in the outpatient business and expand our local market share.

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Anatomic Pathology

Anatomic pathology typically requires a pathologist to make a specific diagnosis. Anatomic pathologists are medical doctors who specialize in the study of disease. Anatomic pathologists do not treat patients, but rather assist other physicians in determining the correct diagnosis of their patient’s ailments. A pathologist’s diagnosis represents a critical factor in determining a patient’s future care. In addition, anatomic pathologists may consult with attending physicians regarding treatment plans. In these capacities, the anatomic pathologist often serves as the “physician’s physician,” thereby creating long-term relationships.

Anatomic pathologists perform their services in laboratories, including independent free-standing local laboratories, hospitals and hospital laboratories, regional and national laboratories, in ambulatory surgery centers and in a variety of other settings such as medical educational institutions. Referring physicians take specimens from patients, and those specimens are typically transported to an in-office or remote laboratory by courier or an overnight delivery service. Once received at the laboratory, a specimen is processed and mounted onto a slide by laboratory technologists for examination by a pathologist. Once the pathologist receives and examines a specimen, the pathologist typically records the results of testing performed in the form of a report to be transmitted to the referring physician. Since specimens are transportable and technology facilitates communication, samples can be diagnosed by a pathologist from a remote location. Therefore, pathologists are generally not needed “on-site” to make a diagnosis. This flexibility facilitates better use of a pathologist’s time and allows a pathologist to service a wider geographic area.

An anatomic pathologist must have an understanding of a broad range of medicine. An anatomic pathologist may perform diagnostic testing services for a number of sub-specialty testing markets such as gastrointestinal pathology, dermatopathology, urologic pathology, women’s health pathology, hematopathology or surgical pathology. While physical examination or radiology procedures may suggest a symptom for many diseases, a definitive diagnosis is generally established by the anatomic pathologist.

Sales and Marketing; Client Service

The selection of a pathologist or pathologists to perform diagnostic testing services is primarily made by an individual or group of referring physicians. We are building a sales and marketing team to better meet the needs of the referring physicians that are the customers of our associated pathologists. We will design our compensation structure to incentivize our sales representatives to not only secure new physician clients for our associated pathologists, but also to maintain and enhance relationships with existing physician clients of our associated pathologists.

We will focus our marketing and sales efforts primarily on clinical practices with in-office laboratories. The practices to which our marketing and sales efforts will be directed include both non-hospital-based and hospital-based physicians. Our sales representatives will concentrate on a geographic area based on the number of existing clients and client prospects, which we will identify using several national physician databases that provide practice address information, patient demographic information and other data.

At the beginning of a new client relationship between a referring physician and one of our associated pathologists, one of our sales representatives will visit the prospective client and describe in detail the differentiated service offerings of our associated pathologists, focusing on the experience of our associated pathologists, our IT and technology capabilities, rapid turn-around times, comprehensive diagnostic reports, and client service. Our sales representatives will focus on the specialties offered by the pathologists, which will allow them not only to discuss our specialized diagnostic services, but also to describe diagnostic developments and new products and technologies in their practice areas.

Our dedicated case coordination team provides ongoing support to referring physicians and, in particular, the office staff of our referring physicians. Our client service team enables us to augment the relationships between the pathologists and their clients to maintain a more stable base of referrals. This team provides referring physicians with a personal, knowledgeable and consistent point of contact within our company. The case coordination team coordinates the provision of services, answers administrative and other questions, and resolves service issues. We believe these additional contacts greatly enhance the referring physicians’ satisfaction with our associated pathologists using our technology solutions and strengthen overall client relationships.

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Once a relationship is established, our sales representatives and case coordination team will provide frequent follow-up sales and service calls to ensure we are continuing to meet the physician’s needs and expectations and to explore other opportunities for the physician to use the diagnostic services offered by our associated pathologists. For example, once a relationship is established, our sales representatives and case coordination team will frequently contact the practice to monitor satisfaction. In addition, our sales representatives and case coordination team will frequently discuss with physicians ways to develop relationships and identify areas in which our service levels may be improved or expanded. We believe that the frequency of these calls will allow our sales representatives and case coordination team to build and enhance strong relationships with referring physicians, helping us to better understand their needs and develop new service offerings.

Competition

The anatomic pathology market is highly competitive. Competition in our industry is based on several factors, including price, clinical expertise, quality of service, client relationships, breadth of testing menu, speed of turnaround of test results, reporting and IT systems, reputation in the medical community and ability to employ qualified personnel. Our competitors include local and regional pathology groups, national laboratories, hospital-based pathology groups and specialty physician groups.

·

Local and Regional Pathology Groups. Local and regional pathology groups typically provide a relatively narrow menu of test services to community physicians and, in certain cases, to hospital-based pathologists.

·

National Laboratory Companies. National laboratories typically offer a full suite of tests for a variety of medical professionals, including general practitioners, hospitals and pathologists. National laboratories have identified anatomic pathology as a focus area for future growth and will continue to be a competitive challenge going forward.

·

Hospital Pathologists. Pathologists working in hospitals typically provide most of the diagnostic services required for hospital in-patients and, sometimes, hospital outpatients. Hospital pathologists act as medical directors for the hospital ’ s clinical and histology laboratories. Typically, hospital pathologists provide these services to hospitals under exclusive and long-term contractual arrangements.

The anatomic pathology market remains highly fragmented, with the two largest clinical laboratory companies accounting for only 13 percent of annual revenues for the market in 2009. The remaining 87 percent of annual revenues for the market was comprised of over 13,000 pathologists and numerous specialized testing companies that offer a relatively narrow menu of diagnostic services. In 2009, approximately 70 percent of pathologists licensed in the U.S. were in private practices according to the Washington G-2 Report. There is an evolving trend among pathologists to form larger practices to provide a broader range of outpatient and inpatient services and enhance the utilization of the practices’ pathologists. We believe this trend can be attributed to several factors, including cost containment pressures by governmental and other third-party payers, increased competition, managed care and the increased costs and complexities associated with operating a medical practice. Moreover, given the current trends of increasing outpatient services, outsourcing and the consolidation of hospitals, pathologists are seeking to align themselves with larger practices that can assist providers in the evolving health care environment. Larger practices can offer pathologists certain advantages, such as obtaining and negotiating contracts with hospitals and other providers, managed care providers and national clinical laboratories; marketing and selling of professional services; providing continuing education and career advancement opportunities; making available a broad range of specialists with whom to consult; providing access to capital and business and management experience; establishing and implementing more efficient and cost effective billing and collection procedures; and expanding the practice’s geographic coverage area.

Each of these factors supports the pathologists in the efficient management of the complex and time-consuming non-medical aspects of their practice. As a result, we believe that there are substantial consolidation opportunities in the anatomic pathology market as smaller pathology providers seek access to the resources of diagnostics companies with a more comprehensive selection of services for referring physicians.

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Information Systems

We are focused on implementing IT systems that streamline internal operations and provide customized IT solutions to meet the needs of referring physicians and associated pathologists. We are developing AccelSlide ™ , a customizable solution to provide a gateway for entering and delivering clinical and patient information and reports and communicating with many of our referring physicians. Our IT solution provides an immediate impact to referring physicians and their offices. The most common connectivity tools include:

·

Electronic interfaces;

·

Referring physician EMR interfacing;

·

Secure internet report delivery (web portal); and

·

Patient data from clients’ office system requisitions.

Electronic interfaces provide a means through which referring physicians and we can share data efficiently and accurately. These customized interfaces can transfer patient information like demographics, requisitions and diagnostic results between our IT system and the IT systems of our referring physicians as well as those of the pathologists.

Two key elements that we believe differentiate our solution from our competitors’ electronic interfaces are the relative speed with which we can create and implement customized interfaces for clients and the low overall costs associated with doing so. Since AccelSlide™ is created to accommodate flexibility, customizations are easy to implement. This functional flexibility is achieved with relatively low cost to us as a result of our IT solution ’ s modular and adaptable design. We plan to expand the products we offer to include utilization and patient education reports as well as practice-specific solutions.

Most of our IT solutions will be implemented on a laboratory-by-laboratory basis in connection with our efforts to have a single system across all laboratories. We have developed, and will continue to develop our laboratory information system, or LIS, offering.

A significant benefit for referring physicians is the storage of data in our central database and secure access to patient records anytime from any location.

We derive our revenues from or through contractual arrangements with medical institutions employing the associated pathologists we work with for case and IT management, and identification through our sales effort of potential referring physicians seeking pathology services. These interpretation centers pay us a fee for the non-medical services that we provide in connection with their work with the referring physicians.

Contracts and Relationships with Providers

We contract or will contract with hospitals, medical schools, pathology practices or individual pathologists on an independent contractor basis to provide these entities slide and information management services. These hospitals, medical schools, pathology practices or individual pathologists contract with referring physicians to provide them pathology services utilizing our case and information management services. We do not and will not exercise legal control over the pathologists, nor do we exercise control over, or otherwise influence, the medical judgment or professional decisions of any pathologist associated with us.

The hospital, medical school, pathology practice or individual pathologist with whom we contract is responsible for billing patients, physicians and payers for services rendered by them for professional services, and in turn paying us a management fee. Our standard pathologists’ contract contains restrictive covenants, including non-competition, non-solicitation and confidentiality covenants. We are paid a fee for our services irrespective of whether or not the hospital, medical school, pathology practice or individual pathologist with whom we contract is reimbursed for the services they render.

Our business is dependent on hospitals and pathology practices entering into long-term contracts with referring physicians to provide them with professional interpretation services. While there is one such contract in place, no assurance can be given that such arrangement will be able to continue successfully or that additional contracts can be entered into on terms similar to our current arrangement. In the event that a significant number of pathologists terminate their relationships with the hospital or practice or become unable or unwilling to continue their employment with the hospital or practice, our business could be materially harmed.

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We are not licensed to practice medicine. The practice of medicine is conducted solely and independently by the licensed and qualified physicians at the hospitals, medical schools or pathology practices with whom we have a contract.

Compliance Infrastructure

Compliance with government rules and regulations is a significant concern throughout our industry, in part due to evolving interpretations of these rules and regulations. We seek to conduct our business in compliance with all statutes and regulations applicable to our operations. Our executive management team is responsible for the oversight and operation of our compliance efforts.

Government Regulation

The services that pathologists provide to referring physicians are heavily regulated by both federal and state governmental authorities. Failure to comply with the applicable regulations can subject the pathologists and referring physicians to significant civil and criminal penalties, loss of license, and consequently result in loss of revenue for us. The significant areas of regulation are set out below.

Clinical Laboratory Improvement Amendments of 1988 and State Regulation

As a diagnostic service provider, each of the referring physician’s laboratory entities is required to hold certain federal, state and local licenses, certifications and permits to conduct our business. Under the Clinical Laboratory Improvement Amendments of 1988, or CLIA, each laboratory is required to hold a certificate applicable to the type of work performed at the laboratory and to comply with certain CLIA-imposed standards. CLIA regulates virtually all clinical and anatomic pathology laboratories by requiring they be certified by the federal government and comply with various operational, personnel, facilities administration, quality and proficiency requirements intended to ensure that their clinical laboratory testing services are accurate, reliable and timely. CLIA does not preempt state laws that are more stringent than federal law.

In addition to CLIA requirements, laboratories are subject to various state laws. CLIA provides that a state may adopt laboratory regulations that are more stringent than those under federal law. In some cases, the state programs actually substitute for the federal CLIA program. In other instances the state’s regulations may be in addition to the CLIA program. State laws may require that laboratory personnel meet certain qualifications, specify certain quality controls or prescribe record maintenance requirements.

Health Insurance Portability and Accountability Act

Under the administrative simplification provisions of the Health Insurance Portability and Accountability Act, or HIPAA, the Department of Health and Human Services (HHS) has issued regulations that establish uniform standards governing the conduct of certain electronic healthcare transactions and protecting the privacy and security of protected health information, referred to as PHI, used or disclosed by healthcare providers and other covered entities. Four principal regulations with which we are currently required to comply have been issued in final form under HIPAA: privacy regulations; security regulations; standards for electronic transactions; and the national provider identifier, or NPI, regulations. We must also comply with regulations that require covered entities and business associates to provide notification after a breach of unsecured PHI.

The privacy regulations cover the use and disclosure of PHI by healthcare providers. They also set forth certain rights that an individual has with respect to his or her PHI maintained by a healthcare provider, including the right to access or amend certain records containing PHI or to request restrictions on the use or disclosure of PHI. The HIPAA privacy regulations, among other things, restrict our ability to use or disclose PHI in the form of patient-identifiable laboratory data without written patient authorization for purposes other than payment, treatment, or healthcare operations, except for disclosures for various public policy purposes and other permitted purposes outlined in the privacy regulations. The privacy regulations provide for significant fines and other penalties for wrongful use or disclosure of PHI. In addition, the American Recovery and Reinvestment Act of 2009, or ARRA, increases the civil monetary penalty amounts for violations of the HIPAA regulations. Although the HIPAA statute and regulations do not expressly provide for a private right of damages, laws in certain states provide for damages to private parties for the wrongful use or disclosure of confidential health information or other private personal information. Moreover, ARRA has created a new right of action for state attorneys general to sue on behalf of individuals who are harmed under the HIPAA regulations.

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The security regulations establish requirements for safeguarding the confidentiality, integrity and availability of PHI, which is electronically transmitted or electronically stored. The security regulations provide for sanctions and penalties for violations. In addition, ARRA increases the civil monetary penalty amounts for violations of the HIPAA regulations and creates a new right of action for state attorneys general. The HIPAA privacy and security regulations establish a uniform federal minimum standard and do not supersede state laws that are more stringent or provide individuals with greater rights with respect to the privacy or security of, and access to, their records containing PHI. As a result, we are required to comply with both HIPAA privacy and security regulations and varying state privacy and security laws. ARRA also applies the HIPAA privacy and security provisions and the civil and criminal penalties associated with violating these provisions to business associates in the same manner as they apply to covered entities.

In addition, HIPAA imposes standards for electronic transactions, which establish standards for common healthcare transactions. We utilize these standard transaction sets where required by HIPAA.

Finally, HIPAA also established a new NPI as the standard unique health identifier for healthcare providers to use in filing and processing healthcare claims and other transactions.

As part of the HIPAA requirements, certain specified coding sets are established that must be used for all billing transactions. Currently, all healthcare providers use a system of diagnosis coding referred to as the International Classification of Diseases, 9th edition, or ICD-9. However, HHS, which oversees HIPAA, has recently established a new requirement that will require all healthcare entities, including ours, to move to a new system of diagnosis codes, ICD-10, by October 1, 2013. ICD-10 utilizes more codes and is considered more complex than the current system. Because we must often rely on referring physicians to supply us with the appropriate diagnosis codes, the movement to the new system may increase billing difficulties if physicians or payers have difficulty in making the transition to the new codes.

In addition to PHI, the healthcare information of patients often includes social security numbers and other personal information that is not of an exclusively medical nature. The consumer protection laws of a majority of states now require organizations that maintain such personal information to notify each individual if their personal information is accessed by unauthorized persons or organizations so that the individuals can, among other things, take steps to protect themselves from identity theft. Penalties imposed by these state consumer protection laws vary from state to state but may include significant civil monetary penalties, private litigation and adverse publicity.

Insurance

We maintain liability insurance for our services. As a general matter, providers of diagnostic services may be subject to lawsuits alleging medical malpractice or other similar legal claims. Some of these suits may involve claims for substantial damages, and the results may be material to our results of operations and cash flows in the period in which the impact of such claims is determined or the claims are paid. We believe our insurance coverage is sufficient to protect us from material liability for such claims, and we believe that we will be able to obtain adequate insurance coverage in the future at acceptable costs. However, we must renew our insurance policies annually, and we may not be able to maintain adequate liability insurance in the future on acceptable terms or with adequate coverage against potential liabilities or at all.

Energy Innovative Products (“EIP”)

AccelPath and EIP have entered into an Agreement and Plan of Reorganization dated as of October 24, 2013, which will result in EIP becoming a wholly-owned subsidiary of AccelPath. It is expected that the equity holders of EIP will become the holders of approximately 76% of the total outstanding capital stock, on a fully diluted basis, upon completion of the transaction. For accounting and financial reporting purposes under Securities and Exchange Commission rules, the transaction is expected to be treated as a reverse merger. Management of EIP will become management of AccelPath upon completion of the transaction. A majority of the Board of Directors of the post-merger company will be represented by persons associated with EIP.

The transaction will be undertaken in two steps. In the initial step, completed on Friday, October 25, 2013, AccelPath acquired, from EIP, shares of Common Stock of EIP representing 19% of the issued and outstanding Common Stock in return for 3,500 shares of a newly created Series I Preferred Stock of AccelPath. The Series I Preferred Stock will be convertible 120 after the closing of the merger into 14% of AccelPath’s common stock on a fully diluted basis and is redeemable by AccelPath at its issue price plus any accrued dividends. The transaction is intended to be a tax free merger under Section 368 (a)(1)(B) of the Internal Revenue Code and for accounting purposes, will be treated as a reverse merger. At the final closing of the transaction AccelPath expects to change its corporate name to reflect the business operations of EIP.

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On April 14, 2014, the Company put out a press release to update the merger. AccelPath is current in its filings with the SEC under the Securities and Exchange Act of 1934, as amended and believes it is now current in its filing requirements. Since execution of the agreement with AccelPath, EIP has been working towards completing an audit of its financial statements, which would be required to be filed with the SEC following the completion of the transaction, as well as completing employment and compensation agreements with its executive officers, structuring its board of directors for the post merger company and strengthening its business operations.

Consummation of the merger is subject to usual and customary closing conditions. In addition, the parties must satisfy several other closing conditions in order to complete the merger transaction. AccelPath is required to undertake a recapitalization and restructuring of its equity and debt on terms satisfactory to EIP, the parties are required to obtain necessary shareholder approvals for the proposed reverse merger as may be required under state law. Both AccelPath and EIP are required to complete audited and unaudited financial statements to allow for the filing of Form 8-K in accordance with the requirements of the Securities and Exchange Act of 1934, as amended, and SEC rules and regulations and AccelPath must be current in its Securities and Exchange Act filings. The parties expect to undertake a reverse stock split of the post merger company’s combined equity to be effective at the time of closing of the merger.

The Company accounts for its investment in EIP under the Cost method and includes it under the caption, Investment in Unconsolidated subsidiary. The Company evaluates its investment in EIP for impairment quarterly. At June 30, 2014, the Company determined that no impairment charge was necessary. Based upon a report of an independent valuation analyst, the Company valued its investment in EIP at $1,039,074 at June 30, 2014.

Technest Business

Technest focuses on the design, research and development, integration, sales and support of three-dimensional imaging devices and systems primarily in the healthcare industries and intelligent surveillance devices and systems, and three-dimensional facial recognition in the security industries. Historically, the Company’s largest customers have been the National Institutes of Health and the Department of Defense.

Our products leverage several core technology platforms, including:

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3D Imaging Technology Platforms:

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3D capture using patented Rainbow 3D technology

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3D processing, data manipulation, and advanced modeling

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3D display in volumetric space

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Intelligent Surveillance Technology Platforms:

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360 degree video acquisition using mirror, lens, and array configurations

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2D video detection, tracking, recognition and enhancement software

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3D Facial Recognition Technology Platforms:

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3D facial image acquisition and recognition algorithms and software

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General Technology Platforms:

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High-speed imaging processing hardware and embedded algorithms

Defense and Security - 3D-ID

Our major products consist of our 3D SketchArtist, 3D FaceCam, Portable MVR, OmniEye™ Wellcam, and Small Tactical Ubiquitous Detection System (STUDS).

3D SketchArtist is a three-dimensional composite sketch tool that uses our patented three-dimensional morphing technology. The tool allows you to transform ordinary two-dimensional sketches into rapidly evolving mock-ups that can be modified via facial features, poses, expressions, and lighting in seconds.

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3D FaceCam changes the way we capture photographs. The 3D FaceCam uses three sensors to create precise, complete 3D face images at light speed. By capturing the very highly detailed geometric and texture information on a face, the 3D FaceCam overcomes a photo’s traditional limitations of pose, lighting, and expression. Capture speed is less than half a second, enabling rapid processing of large numbers of people. 3D FaceCam is also highly accurate, making 3D FaceCam ideal for facial recognition.

The Company has developed a new pocket size, highly portable multi-sensor video recording device designed to be used in outdoor environments-The Portable MVR. It features A/V recording with advanced MPEG4 compression, photo snapshot with JPEG format and motion detection. A 2.5 inch LCD makes recording and playback simple using on-screen intuitive menus and embedded software. The MVR also features power saving, pre and post triggers, and an external video output connector so that the MVR can be placed “in-line” with an external monitor. Recordings can also be played back on a separate computer.

OmniEye™ Wellcam is an ultra-light, portable 360 degree field of view camera which can be used in field applications, such as detection of underground weapon caches and search and rescue beneath building rubble, due to its durability.

STUDS are state-of-the-art, miniature, disposable, low-cost motion-tracking, positioning and imaging unattended ground sensors that permit long-range surveillance at high resolution. The system also includes rapidly deployable wireless networking and GPS mapping for integration with legacy sensors, among other advantages.

Medical Devices

3D Digitizer Systems provide turnkey three-dimensional (3D) imaging solutions.

Technest Business Strategy

Currently Technest, Inc. is inactive and the Company is considering strategic alternatives to maximize the value of the products and intellectual property developed by Technest, Inc.

Competition

The markets for our Technest products and solutions are extremely competitive and are characterized by rapid technological change as a result of technical developments exploited by our competitors, changing technical needs of customers, and frequent introductions of new features. We expect competition to increase as other companies introduce products that are competitively priced, that may have increased performance or functionality, or that incorporate technological advances not yet developed or implemented by us. Some of our present and potential competitors may have financial, marketing, and research resources substantially greater than ours. In order to compete effectively in this environment, we must continually develop and market new and enhanced products at competitive prices, and have the resources to invest in significant research and development activities. There is a risk that we may not be able to make the technological advances necessary to compete successfully. Existing and new competitors may enter or expand their efforts in our markets, or develop new products to compete against ours. Our competitors may develop new technologies or enhancements to existing products or introduce new products that will offer superior price or performance features. New products or technologies may render our products obsolete. Many of our primary competitors are well-established companies that have substantially greater financial, managerial, technical, marketing, personnel and other resources than we do.

We have particular proprietary technologies, some that have been developed and others that are in development. We will focus on our proprietary technologies, or leverage our management experience, in order to differentiate ourselves from these organizations. There are other technologies being presented to our customers that directly compete with our technologies.

Intellectual Property

Our ability to compete effectively depends to a significant extent on our ability to protect our proprietary information. We rely primarily on patents and trade secret laws and confidentiality procedures to protect our intellectual property rights. As of September 2013, we owned 22 U.S. patents and have one patent pending. We enter into confidentiality agreements with our consultants and key employees, and maintain controls over access to and distribution of our technology, software and other proprietary information. The steps we have taken to protect our technology may be inadequate to prevent others from using what we regard as our technology to compete with us.

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We do not generally conduct exhaustive patent searches to determine whether the technology used in our products infringes patents held by third parties. In addition, product development is inherently uncertain in a rapidly evolving technological environment in which there may be numerous patent applications pending, many of which are confidential when filed, with regard to similar technologies.

We may face claims by third parties that our products or technology infringe their patents or other intellectual property rights in the future. Any claim of infringement could cause us to incur substantial costs defending against the claim, even if the claim is invalid, and could distract the attention of our management. If any of our products are found to violate third-party proprietary rights, we may be required to pay substantial damages. In addition, we may be required to re-engineer our products or seek to obtain licenses from third parties to continue to offer our products. Any efforts to re-engineer our products or obtain licenses on commercially reasonable terms may not be successful, which would prevent us from selling our products, and in any case, could substantially increase our costs and have a material adverse effect on our business, financial condition and results of operations.

Dependence on U.S. Government Contracts

Historically, our largest customers were agencies of the U.S. Government. While our Technest subsidiary is currently inactive, should we decide to resurrect operations, we will work to diversify our client base and we will continue to seek additional work from the U.S. Government.

Much of our business was won through submission of formal competitive bids. Commercial bids are frequently negotiated as to terms and conditions for schedule, specifications, delivery and payment.

Essentially all contracts with the United States Government, and many contracts with other government entities, permit the government client to terminate the contract at any time for the convenience of the government or for default by the contractor. We operate under the risk that such terminations may occur and have a material impact on operations.

Government Regulation

Most of our U.S. Government business is subject to unique procurement and administrative rules based on both laws and regulations, including the U.S. Federal Acquisition Regulation, that provide various profit and cost controls, rules for allocations of costs, both direct and indirect, to contracts and non-reimbursement of unallowable costs such as interest expenses and some costs related to business acquisitions, including for example the incremental depreciation and amortization expenses arising from fair value increases to the historical carrying values of acquired assets.

Companies supplying defense-related equipment to the U.S. Government are subject to some additional business risks specific to the U.S. defense industry. Among these risks are the ability of the U.S. Government to unilaterally suspend a company from new contracts pending resolution of alleged violations of procurement laws or regulations. In addition, U.S. Government contracts are conditioned upon the continuing availability of Congressional appropriations. Congress usually appropriates funds for a given program on a September 30 fiscal year basis, even though contract performance may take several years. Consequently, at the outset of a major program, the contract is usually partially funded, and additional monies are normally committed to the contract by the procuring agency only as appropriations are made by Congress for future fiscal years.

U.S. Government contracts are, by their terms, subject to unilateral termination by the U.S. Government either for its convenience or default by the contractor if the contractor fails to perform the contracts’ scope of work. Upon termination other than for a contractor’s default, the contractor will normally be entitled to reimbursement for allowable costs and an allowance for profit. Foreign defense contracts generally contain comparable provisions permitting termination at the convenience of the government. To date, none of our significant contracts have been terminated.

As is common in the U.S. defense industry, we are subject to business risks, including changes in the U.S. Government’s procurement policies, governmental appropriations, national defense policies or regulations, service modernization plans, and availability of funds. A reduction in expenditures by the U.S. Government for products and services of the type we manufacture and provide, lower margins resulting from increasingly competitive procurement policies, a reduction in the volume of contracts or subcontracts awarded to us or the incurrence of substantial contract cost overruns could materially adversely affect our business.

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Employees

As of September 26, 2014, we had 1 employee. We also have arrangements with independent contractors performing sales, marketing and client service roles. We consider our relationships with this individual to be good.

Corporate History

AccelPath, Inc. (formerly - Technest Holdings, Inc.) History

AccelPath, Inc. (formerly - Technest Holdings, Inc.) is the successor of a variety of businesses dating back to 1993. We were incorporated in 1993 as Alexis and Co. in the State of Nevada, and subsequently changed our name to Wee Wees Inc. Prior to December 17, 1996, we had no operations. Between December 1996 and May 2002, we were involved in a number of different businesses.

Between October 10, 2003 and February 14, 2005, we had no operations, nominal assets, accrued liabilities totaling $184,468 and 139,620 (after giving effect to the Reverse Stock Split described below) shares of common stock issued and outstanding.

Acquisition of Genex. On February 14, 2005, Technest Holdings, Inc. became a majority owned subsidiary of Markland Technologies, Inc., a homeland defense, armed services and intelligence contractor. Technest Holdings, Inc. issued to Markland 1,954,023 shares of its common stock in exchange for 10,168,764 shares of Markland common stock which were used as partial consideration for the concurrent acquisition of Genex Technologies, Inc. The acquisition of Genex Technologies, Inc. was effected pursuant to an Agreement Plan of Merger, dated February 14, 2005, by and among Markland, Technest Holdings, Inc., Mtech Acquisition, Inc. (a wholly-owned subsidiary of Technest Holdings, Inc.), Genex and Jason Geng (the then sole stockholder of Genex). Technest Holdings, Inc. paid $3,000,000 in cash and transferred the 10,168,764 shares of Markland common stock to Jason Geng, the sole stockholder of Genex, for all of the capital stock of Genex. As a result of this transaction, Genex Technologies, Inc. became a wholly-owned subsidiary of Technest Holdings, Inc. Technest Holdings, Inc. financed the acquisition of Genex with the sale of 1,149,425 shares of Technest Holdings, Inc.’s Series B preferred stock (which were convertible into Markland common stock), five-year warrants to purchase up to 1,149,425 shares of Technest Holdings, Inc.’s common stock for an exercise price of $6.50 per share (after giving effect to the Reverse Stock Split), and 1,149,425 shares of Technest Holdings, Inc.’s Series C preferred stock convertible into 1,149,425 shares of Technest Holdings, Inc.’s common stock (after giving effect to the Reverse Stock Split). Technest received gross proceeds of $5,000,000 in this offering. The issuance of these securities was not registered under the Securities Act, but was made in reliance upon the exemptions from the registration requirements of the Securities Act set forth in Section 4(2) thereof.

2005 Reverse Stock Split. On June 2, 2005, our Board of Directors and the holders of a majority of our outstanding shares of common stock approved a recapitalization in the form of a one (1) for two hundred eleven and eighteen one hundredths (211.18) reverse stock split of our shares of common stock, par value $.001 per share, outstanding (the “Reverse Stock Split”) after considering and concluding that the Reverse Stock Split was in our best interests and the best interests of our stockholders, with all fractional shares rounded up to the nearest whole number. The Reverse Stock Split was effective as of the close of business on July 19, 2005. The Reverse Stock Split did not reduce the amount of authorized shares of our common stock, which remained at 495,000,000.

Acquisition of EOIR. On August 17, 2005, pursuant to a Stock Purchase Agreement with Markland, our majority stockholder, we purchased all of the outstanding stock of EOIR Technologies, Inc. (“EOIR”), formerly one of Markland’s wholly-owned subsidiaries. As consideration for the stock of EOIR, we issued 12 million shares of our common stock to Markland, and, as a result, Markland’s ownership of the Company increased at the time of the transaction from 85% to approximately 98% on a primary basis and from 39% to approximately 82% on a fully diluted basis (assuming the conversion of all of our convertible securities and the exercise of all warrants to purchase the Company’s common stock). This reorganization did not result in a change of control of EOIR. We did not need stockholder consent in order to complete this reorganization. Markland acquired EOIR on June 29, 2004.

Sale of EOIR Technologies, Inc. On September 10, 2007, the Company and EOIR, entered into a Stock Purchase Agreement (the “EOIR SPA”) with EOIR Holdings LLC, a Delaware limited liability company (“LLC”), pursuant to which the Company agreed to sell EOIR to LLC. LLC is an entity formed on August 9, 2007 by The White Oak Guggenheim Defense and Aerospace Funds for the purposes of facilitating this transaction.

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The sale of EOIR to LLC was structured as a stock sale in which LLC acquired all of the outstanding stock of EOIR in exchange for approximately $34 million in cash, $11 million of which was paid at closing and $23 million of which is payable upon the successful re-award to EOIR of the contract with the U.S. Army’s Night Vision and Electronics Sensors Directorate (“NVESD”). This transaction closed on December 31, 2007. On August 4, 2008, EOIR was awarded the NVESD contract with a funding ceiling of $495 million. The Contingent Purchase Price of $23 million was due as of August 21, 2008 in accordance with the EOIR SPA. LLC alleged that the amount was not due because the award of the contract to EOIR did not meet the requirements for payment under the EOIR SPA. However, following a seven-day Arbitration hearing that ended on June 30, 2009, the arbitration panel unanimously agreed with the Company and on August 21, 2009 ruled that LLC breached the EOIR SPA and must pay the remainder of the purchase price, including interest of $830,070, of $23,778,403 plus interest from the date of the Award through date of payment at 3.25%. LLC filed a petition to vacate the arbitration award in the U.S. District Court for the District of Columbia. On September 21, 2009, The Company filed its opposition to LLC’s motion to vacate the award and on October 5, 2009, the Company filed its opposition to LLC’s superseding petition to vacate the arbitration award.

On October 26, 2009, the Company entered into a Settlement Agreement with LLC and EOIR, settling all claims related to the EOIR SPA (see Note 3 to the consolidated financial statements of Technest Holdings, Inc. for the years ended June 30, 2010 and 2009 for additional information). Under the terms of the Settlement Agreement, LLC agreed to pay the Company $18,000,000 no later than December 25, 2009 and an additional $5,000,000 within sixty days of EOIR being awarded a contract under the Warrior Enabling Broad Sensor Services (WEBSS) Indefinite Delivery Indefinite Quantity (ID/IQ) contract or any contract generally recognized to be a successor contract to its current STES contract. The additional $5,000,000 is also payable to the Company in the event that EOIR is awarded task orders under its current STES contract totaling $495,000,000. EOIR has guaranteed the performance of the obligations of LLC under the Settlement Agreement. The Settlement Agreement was entered into after a binding arbitration decision awarded the Company $23 million for breach of the Stock Purchase Agreement between the parties.

On December 24, 2009, LLC paid the Company $18,000,000 and subsequently, the actions pending between the parties were dismissed in accordance with the Settlement Agreement. The Company paid out of the proceeds received $3,621,687 of previously recorded liabilities related to the sale of EOIR and related litigation and $13,134,741 as a return of capital dividend to our shareholders.

On January 3, 2011, our board of directors declared the distribution of contingent value rights. On February 2, 2011 one contingent value right was distributed for each share of our common stock held by each common stockholder of record as of March 18, 2011. Each contingent value right entitled the holder thereof to its pro rata portion of a payment to be received by the Company pursuant to the Settlement Agreement with EOIR Holdings, less certain expenses that will be deducted from such payment. On April 24, 2012, the Company received the payment pursuant to the Settlement Agreement and on May 8, 2012, the holders of the contingent value rights received a payment of $0.103739 per contingent value right as a return of capital distribution.

Technest, Inc. On October 1, 2008, the Company formed and acquired a 49% interest in Technest, Inc. in exchange for the transfer of certain contracts and employees. Technest, Inc. conducts research and development in the field of computer vision technology. The Company has the right of first refusal to commercialize products resulting from this research and development. The Company’s former Chief Executive Officer beneficially owns 23% of Technest, Inc. and an employee of Technest, Inc. owns an additional 23%. The remaining 5% interest is held by an unrelated third party. The Company has certain rights of first refusal and repurchase rights at fair market value, as defined in certain restricted stock agreements, with respect to the shares of Technest, Inc. that it does not own.

Acquisition of AccelPath, LLC. On March 4, 2011, the Company acquired all of the outstanding membership interests of AccelPath, LLC, a Massachusetts limited liability company (“AccelPath, LLC”) pursuant to the terms of the Unit Purchase Agreement dated January 11, 2011 (the “Purchase Agreement”) among the Company, AccelPath, LLC, and all of the members of AccelPath, LLC (collectively, the “Sellers”), as amended by Amendment No. 1 to Unit Purchase Agreement dated March 4, 2011 (the “Purchase Agreement Amendment”). In accordance with the terms of the Purchase Agreement (as amended by the Purchase Agreement Amendment), the Company acquired all of the outstanding membership interests of AccelPath, LLC from the Sellers, in consideration for 86,151,240 shares of our common stock in the aggregate (the “Transaction”), which represented approximately 72.5% of the Company’s issued and outstanding common stock as of March 4, 2011. Following the issuance of the Bridge Financing Shares (as defined below) and assuming the conversion of those shares into shares of the Company’s common stock, the shares issued to the Sellers in connection with the closing of Transaction represented approximately 67.8% of the Company’s issued and outstanding voting securities. AccelPath, LLC continues to operate as a wholly owned subsidiary of the Company.

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Effective immediately prior to the closing of the Transaction, Gino M. Pereira resigned from his position as the Company’s President and Chief Executive Officer and his employment agreement dated January 14, 2008 was terminated. In connection with and effective immediately prior to the closing of the Transaction, each of Gino M. Pereira, Robert A. Curtis, Laurence J. Ditkoff, David R. Gust and Stephen M. Hicks resigned from the Board of Directors of the Company. Following the closing of the Transaction, Henry Sargent remained on the Board; and each of Shekhar G. Wadekar, Suren G. Dutia and F. Howard Schneider, Ph.D. were appointed to the Board of Directors of the Company to fill three of the vacancies caused by such resignations. On June 4, 2012, Henry Sargent resigned from the Board of Directors of the Company. At that time, The Board currently consisted of three directors, all of whom were appointed in connection with the Transaction.

Following the closing of the Transaction, Shekhar Wadekar became the President and Chief Executive Officer and a director of the Company.

Pursuant to the terms of the Purchase Agreement (as amended by the Purchase Agreement Amendment), the parties entered into certain other agreements at the closing of the Transaction, including a Lock-Up Agreement that prohibited the Sellers and certain of the Company’s existing stockholders from transferring shares of common stock held by them for a period of up to ten (10) months following the closing of the Transaction.

Name Change and Reincorporation. On February 17, 2012, the Company received a written consent in lieu of a meeting of the holders of the majority of the Common Stock of the Company, holding in the aggregate approximately 52.96% of the total voting power of all issued and outstanding voting capital of the Company (the “Majority Stockholders”). The Majority Stockholders authorized the change of the name of the Company from Technest Holdings, Inc. to AccelPath, Inc. (the “Name Change”) and the change of domicile of the Company from Nevada to Delaware (the “Reincorporation Merger”) (the Name Change and Reincorporation Merger together the “Corporate Actions”). The Corporate Actions were completed on May 9, 2012.

Management Change

On June 21, 2013, Mr. Shekhar Wadekar resigned as Director, President, Chief Executive Officer and Secretary of AccelPath, Inc. (the “Company”). This resignation was not the result of any disputes, claims or issues with the Company.

Appointment of Director and Officer

On June 21, 2013 Gil Steedley, was named director of the Corporation to serve until the next the annual meeting of stockholders of the Corporation. On the same date Gil Steedley was named Interim President, Chief Executive Officer, Chief Financial Officer and Secretary of the Corporation. The Corporation has agreed to pay Mr. Steedley $5,000 per month for so long as he is serving in such capacities for the Corporation. Currently, Mr. Steedley retains these positions

Series E Bridge Financing. On January 11, 2011, the Company entered into a Securities Purchase Agreement (the “Bridge Financing Agreement”) with an Institutional Investor (“Investor”) to issue 300 shares of its Series E 5% Convertible Preferred Stock (the “Series E Preferred”), with a stated value of $1,000 per share, to Investor for a purchase price of $300,000 (the “Bridge Financing”). The shares of Series E Preferred were issued in three tranches over a 90-day period beginning on the closing of the Transaction. Prior to the closing of the Transaction, Investor and its affiliates were the holders of a majority of the Company’s shares of common stock.

As set forth in the Series E 5% Convertible Preferred Stock Certificate of Designation filed with the Secretary of State of Nevada (the “Certificate of Designation”), the Series E Preferred is convertible into the Company’s common stock at the option of Investor at any time. The number of shares of our common stock into which each share of Series E Preferred is convertible is determined by dividing $1,000 (the stated value) by $0.044416985 per share. The 300 shares of Series E Preferred issued to Investor (the “Bridge Financing Shares”) are convertible into 6,754,173 shares of the Company’s common stock. The holders of Series E Preferred are entitled to receive cumulative dividends on the preferred stock at the rate per share (as a percentage of the stated value per share) equal to five percent (5%) per annum payable in cash.

On February 15, 2012, Investor converted 100 shares of Series E Preferred into 2,251,390 shares of common stock.

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On July 18, 2012, the Company entered into an exchange agreement with Investor to exchange 100 shares of Series E Preferred into a convertible promissory note in the principal amount of $105,834. The note accrues interest at a rate of 5% per annum and is due on September 1, 2013. Investor has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 60% of the current market price.

On September 20, 2013, an Investor exchanged its remaining interest, $100,000, in the Series E 5% convertible Preferred stock plus accrued dividends of $14,282 into a new Secured Note for $114,282. The Secured Note matures on September 30, 2014 and has an interest rate of five percent. Shares of Common Stock to be issued upon conversion of each tranche shall be determined by dividing (a) the conversion amount by (b) the Market Price. The “Market Price” is defined as 50% of the lowest closing bid price for the thirty (30) days immediately preceding the conversion date. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

Other Financings:

Outside of the financings listed in our Form 10-Q, filed on May 2, 2014, the only other financings during the Fiscal year are as follows:

On April 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on October 1, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the thirty days prior to the conversion. The Company recorded a debt discount of $30,000 based on the fair value of the common stock into which the note is convertible into and allocated $-0- of the proceeds to the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On April 16, 2014, the Company borrowed $42,500 from a third party. The convertible promissory note bears interest at 8% per annum and matures on October, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 58% of the average of three lowest closing trade prices for the ten days prior to the conversion. The Company recorded a discount of $42,500 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On May 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on November 1, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the thirty days prior to the conversion. The Company recorded a debt discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On June 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on December 1, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the thirty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

2014 Reverse Stock Split: On July 19, 2014, The Board approved a reverse stock split of all the outstanding shares of the Company’s Common Stock at an exchange ratio of 1 post-split share for 250 pre-split shares (1:250) and an amendment to the Company’s certificate of incorporation to effect such Reverse Stock Split. As part of the Reverse Stock Split, the Board will have the discretion to maintain or reduce its authorized common stock in any proportion it deems appropriate. As stated above, the holders of shares representing a majority of the voting securities of the Company have given their written consent to the Reverse Stock Split. The Reverse Stock Split was effective as of the close of business on September 3, 2014. The Reverse Stock Split did not reduce the amount of authorized shares of our common stock, which remained at 9,950,000,000.

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Item 1A. Risk Factors

RISK FACTORS

Any investment in our common stock involves a high degree of risk. You should consider carefully the risks described below and elsewhere in this report and the information under “Note Regarding Forward-Looking Statements,” before you decide to buy our common stock. If any of the following risks, or other risks not presently known to us or that we currently believe are not material, develop into an actual event, then our business, financial condition and results of operations could be adversely affected. In that case, the trading price of our common stock could decline due to any of these risks and uncertainties, and you may lose part or all of your investment.

RISKS RELATED TO OUR BUSINESS

Risks Related to our AccelPath Business

We have a limited operating history in our services business, which may make it difficult to accurately evaluate our business and prospects.

We commenced providing our services in October 2010. As a result, we have a limited operating history upon which to accurately predict our potential revenue. Our revenues and income potential and our ability to expand our business into new markets for pathology services is still unproven. As a result of these factors, the future revenues and income potential of our business are uncertain. Any evaluation of our business and our prospects must be considered in light of these factors and the risks and uncertainties often encountered by companies in our stage of development. Our profitability may be adversely affected as we expand our infrastructure or if we incur increased selling expenses or other general and administrative expenses. Some of these risks and uncertainties include our ability to:

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execute our business model;

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create brand recognition;

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respond effectively to competition;

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manage growth in our operations;

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respond to changes in applicable government regulations and legislation;

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access additional capital when required; and

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attract and retain key personnel.

If we cannot complete additional financing, our operating results and financial condition may suffer and the price of our stock may decline.

The development of our technologies will require additional capital. Although we believe with the availability of the proceeds from the Equity Purchase Agreement, we will have sufficient sources of liquidity to satisfy our obligations for at least the next 12 months, we may be unable to complete the financing or obtain additional funds, if needed, in a timely manner or on acceptable terms, which may render us unable to fund our operations or expand our business. If we are unable to obtain capital when needed, we may have to restructure our business or delay or abandon our development and expansion plans. If this occurs, the price of our common stock may decline and you may lose part or all of your investment.

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We will have ongoing capital needs as we expand our business. If we raise additional funds through the sale of equity or convertible securities, your ownership percentage of our common stock will be reduced. In addition, these transactions may dilute the value of our common stock. We may have to issue securities that have rights, preferences and privileges senior to our common stock. The terms of any additional indebtedness may include restrictive financial and operating covenants that would limit our ability to compete and expand. Although we have been successful in the past in obtaining financing for working capital, there can be no assurance that we will be able to obtain the additional financing we may need to fund our business, or that such financing will be available on acceptable terms. In addition, we may attempt to obtain financing by selling shares of our common stock, possibly at a discount to market. Such issuances will cause our security holders’ interests in our Company to be diluted, which may negatively affect the value of their shares.

The market in which we participate is competitive and we expect competition to increase in the future, which will make it more difficult for us to sell our services and may result in pricing pressure, reduced revenue and reduced market share.

The market for anatomic pathology services is competitive and rapidly changing, barriers to entry are relatively low, and with the introduction of new technologies and market entrants, we expect competition to intensify in the future. If we fail to compete effectively, our operating results will be harmed.

In addition, if one or more of our competitors were to merge or partner with another of our competitors, or if companies larger than we are enter the market through internal expansion or acquisition of one of our competitors, the change in the competitive landscape could adversely affect our ability to compete effectively. These competitors could have established customer relationships and greater financial, technical, sales, marketing and other resources than we do, and could be able to respond more quickly to new or emerging technologies or devote greater resources to the development, promotion and sale of their services. This competition could harm our ability to provide our services, which may lead to lower prices, reduced revenue and, ultimately, reduced market share.

If our arrangements with our associated pathologists or interpretation centers are found to violate state laws prohibiting the corporate practice of medicine or fee splitting, our business, financial condition and our ability to operate in those states could be adversely impacted.

The laws of many states, including states in which referring physicians and the pathologists at the interpretation centers with whom we contract are located, prohibit us from exercising control over the medical judgments or decisions of physicians and from engaging in certain financial arrangements, such as splitting professional fees with physicians. These laws and their interpretations vary from state to state and are enforced by state courts and regulatory authorities, each with broad discretion. We enter into independent contractor relationships with our interpretation centers and pathology departments of hospitals, pursuant to which their pathologists render professional medical services. We structure our relationships with these centers in a manner that we believe is in compliance with prohibitions against the corporate practice of medicine and fee splitting. However, state regulatory authorities or other parties could assert that we are engaged in the corporate practice of medicine. If such a claim were successfully asserted, we could be subject to civil and criminal penalties and could be required to restructure or terminate the applicable contractual arrangements. A determination that these arrangements violate state statutes, or our inability to successfully restructure our relationships with our associated pathologists to comply with these statutes, could eliminate referring physicians located in certain states from the market for our services, which would have a materially adverse effect on our business, financial condition and operations.

We may become subject to medical liability claims, which could cause us to incur significant expenses and may require us to pay significant damages if not covered by insurance.

Our business entails the risk of medical liability claims against our associated pathologists and us. Successful medical liability claims could result in substantial damage awards, which could exceed the limits of our insurance coverage. In addition, medical liability insurance is expensive and insurance premiums may increase significantly in the future, particularly as we expand our services to include primary reads. As a result, adequate medical liability insurance may not be available to our associated pathologists or us in the future at acceptable costs or at all.

Any claims made against us that are not fully covered by insurance could be costly to defend against, result in substantial damage awards against us and divert the attention of our management and our associated pathologists from our operations, which could adversely affect our operations and financial performance. In addition, any claims might adversely affect our business or reputation.

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Changes in the regulatory environment may constrain or require us to restructure our operations, which may harm our revenue and operating results.

Healthcare laws and regulations change frequently and may change significantly in the future. We monitor legal and regulatory developments and modify our operations from time to time as the regulatory environment changes.

However, we may not be able to adapt our operations to address every new regulation, and new regulations may adversely affect our business. In addition, although we believe that we are operating in compliance with applicable foreign, federal and state laws, neither our current nor anticipated business operations have been scrutinized or assessed by judicial or regulatory agencies. We cannot assure you that a review of our business by courts or regulatory authorities would not result in a determination that adversely affects our operations or that the healthcare regulatory environment will not change in a way that restricts our operations.

Non-governmental third-party payers have taken steps to control the utilization and reimbursement of diagnostic services.

Efforts are being made by non-governmental third-party payers, including health plans, to reduce utilization of diagnostic testing services and reimbursement for diagnostic services. For instance, third-party payers often use the payment amounts under the Medicare fee schedules as a reference in negotiating their payment amounts. As a result, a reduction in volumes and reimbursement rates could result in a reduction in the fees we receive from our associated pathologists. Changes in test coverage policies of and reimbursement from other third-party payers may also occur independently from changes in Medicare. Such reimbursement and coverage changes in the past have resulted in reduced prices, added costs and reduced accession volume and have added more complex and new regulatory and administrative requirements.

The health care industry has also experienced a trend of consolidation among health insurance plans, resulting in fewer, larger health plans with significant bargaining power to negotiate fee arrangements with health care providers like our associated pathologists. In addition, some health plans have limited the preferred provider organization or point-of-service laboratory network to only a single national laboratory and its associated physicians to obtain improved fee-for-service pricing. The increased consolidation among health plans also has increased the potential adverse impact of ceasing to be a contracted provider with any such insurer.

We expect that efforts to reduce reimbursements, impose more stringent cost controls and reduce utilization of diagnostic testing services will continue. These efforts may have a material adverse effect on the fees we negotiate with our interpretation centers and our results of operations.

Failure to adequately safeguard data, including patient data that is subject to regulations related to patient privacy, could adversely impact our business.

The success of our business depends on our ability to obtain, process, analyze, maintain and manage data, including sensitive information such as patient data. If we do not adequately safeguard that information and it were to become available to persons or entities that should not have access to it, our business could be impaired, our reputation could suffer and we could be subject to fines, penalties and litigation. Although we have implemented security measures, our infrastructure is vulnerable to computer viruses, break-ins and similar disruptive problems caused by our clients or others that could result in interruption, delay or cessation of service. Break-ins, whether electronic or physical, could potentially jeopardize the security of confidential client and supplier information stored physically at our locations or electronically in our computer systems. Such an event could damage our reputation, cause us to lose existing clients and deter potential clients. It could also expose us to liability to parties whose security or privacy has been infringed, to regulatory actions by the Centers for Medicare & Medicaid Services, or CMS, part of the United States Department of Health and Human Services, or HHS, or by the Office of Civil Rights, also part of HHS, and to civil or criminal sanctions. The occurrence of any of the foregoing events could adversely impact our business.

The American Recovery and Reinvestment Act of 2009 imposed additional obligations on health care entities with respect to data privacy and security, including new notifications in case of a breach of privacy and security standards. We are unable to predict the extent to which these new obligations may prove technically difficult, time-consuming or expensive to implement.

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We are an early-stage company that is in the process of building relationships with associated pathologists and referring physicians, and our business may be harmed by the loss of anyone associated pathologist or customer of an associated pathologist.

We are an early-stage company that is in the process of building relationships with associated pathologists and referring physicians. We currently service a limited number of referring physicians through agreements with a limited number of associated pathologists, therefore the loss of any one customer of an associated pathologist may have a significant impact on our business, financial condition, results of operations and cash flows. No assurance can be given that we will continue to maintain our competitive position with our associated pathologists or their referring physicians. The loss of, or a significant curtailment of purchases by, one or more customers of an associated pathologist could cause our net sales to decline significantly, which would harm our business, financial condition, results of operations and cash flows. Similarly, delays in payments by our associated pathologists could have a significant impact on our cash flows.

In addition, as a result of our dependence on a limited number of associated pathologists and referring physicians, we have significant concentrations of accounts receivable. These significant and concentrated receivables expose us to additional risks, including the risk of default by any of the associated pathologists representing a significant portion of our total receivables. If we were required to take additional accounts receivable reserves, our business, financial condition and results of operations could be materially adversely affected.

Failure to effectively continue or manage our strategic and organic growth could cause our growth rate to decline.

To continue growth, we will need to continue to identify appropriate providers, such as laboratories, for which our associated pathologists can provide professional pathology services. Consolidation and competition within our industry, among other factors, may make it difficult or impossible to identify such providers on timely basis, or at all. In particular, the competition to acquire independent private labs and pathology groups has increased. In addition to historical competitors such as national lab companies, regional hospital centers and specialty lab companies, a number of private equity firms have recently made initial investments in the pathology and laboratory industry and may become potential competitors to our efforts to secure new customers for our associated pathologists. Our inability to continue our strategic growth would cause our growth rate to decline and could have a material adverse effect on our business.

We also seek to continue our organic growth through the expansion of our sales force, and the targeting of international customers for pathology services. Because of limitations in available capital and competition within our industry, among other factors, we may not be able to implement any or all of these organic growth strategies on a reasonable schedule, or at all. Our failure to continue our organic growth would cause our growth rate to decline and could have a material adverse effect on our business.

To manage our growth, we must continue to implement and improve our operational and financial systems and to expand, train, manage and motivate our employees. We may not be able to effectively manage the expansion of our operations, and our systems, procedures or controls may not be adequate to support our operations. Our management may not be able to rapidly scale the infrastructure necessary to exploit the market opportunity for our services. Our inability to manage growth could have a material adverse effect on our business.

Our growth could strain our personnel, management and infrastructure resources, which may harm our business.

We are currently experiencing a period of rapid growth in our operations, which has placed, and will continue to place, a significant strain on our management, administrative, operational and financial infrastructure. We also anticipate that further growth will be required to address increases in the scope of our operations and size of our customer base. Our success will depend in part upon the ability of our current senior management team to manage this growth effectively.

To effectively manage our anticipated growth, we will need to continue to improve our operational, financial and management processes and controls. If we fail to successfully manage our growth, our business and operating results will be harmed.

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Failure to adequately scale our infrastructure to meet demand for our diagnostic services or to support our growth could create capacity constraints and divert resources, resulting in a material adverse effect on our business.

Increases in demand for diagnostic services, including unforeseen or significant increases in demand due to accession volume, could strain the capacity of our personnel and infrastructure. Any strain on our personnel or infrastructure could lead to inaccurate test results, unacceptable turn-around times or client service failures. Furthermore, although we are not currently subject to these capacity constraints, if demand increases for diagnostic services, we may not be able to scale our personnel or infrastructure accordingly. Any failure to handle increases in demand, including increases due to accession volumes, could lead to the loss of established clients and have a material adverse effect on our business.

We intend to expand by contracting with interpretation centers in additional geographic markets. In addition to development costs, this will require us to spend considerable time and money to expand our infrastructure and to hire and retain skilled laboratory and IT staff, experienced sales representatives, case coordination associates and other personnel for additional laboratories. We may also need federal, state and local certifications, as well as supporting operational, logistical and administrative infrastructure. Even after new centers are operational, it may take time for us to derive the same economies of scale we currently have. Moreover, we may suffer reduced economies of scale in our existing center as we seek to balance the amount of work allocated to each center. An expansion of our systems could divert resources, including the focus of our management, away from our current business.

Our growth strategy depends on the ability of the interpretation centers with whom we contract to recruit and retain qualified pathologists and other skilled personnel. If they are unable to do so, our future growth would be limited and our business and operating results would be harmed.

Our success is dependent upon the continuing ability of the interpretation centers with whom we contract to recruit and retain qualified pathologists at their facilities. An inability to recruit and retain pathologists and pathology departments in medical institutions would have a material adverse effect on our ability to grow and would adversely affect our results of operations. They face competition for pathologists from other healthcare providers, including pathology groups, research and academic institutions, government entities and other organizations.

We must also identify, recruit and retain skilled executive, technical, administrative, sales, marketing and operations personnel. Competition for highly qualified and experienced personnel is intense due to the limited number of people available with the necessary skills. Failure to attract and retain the necessary personnel would inhibit our growth and harm our business.

Interruptions or delays in our information systems or in network or related services provided by third-party suppliers could impair the delivery of our services and harm our business.

Our operations depend on the uninterrupted performance of our information systems, which are substantially dependent on systems provided by third parties over which we have little control. Failure to maintain reliable information systems, or disruptions in our information systems could cause disruptions and delays in our business operations which could have a material adverse effect on our business, financial condition and results of operations.

We rely on broadband connections provided by third party suppliers to route digital images from laboratories within the United States to our associated pathologists at the interpretation centers with whom we contract. Any interruption in the availability of the network connections between the hospitals and our interpretation centers would reduce our revenue and profits. Frequent or persistent interruptions in our services could cause permanent harm to our reputation and brand and could cause current or potential referring physicians to believe that our systems are unreliable, leading them to switch to our competitors. Because referring physicians may use our services for critical healthcare services, any system failures could result in damage to the referring physicians’ businesses and reputation. These referring physicians could seek significant compensation from us for their losses, and our agreements with our customers do not limit the amount of compensation that they may receive. Any claim for compensation, even if unsuccessful, would likely be time-consuming and costly for us to resolve.

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Although our systems have been designed around industry-standard architectures to reduce downtime in the event of outages or catastrophic occurrences and have multiple backups, they remain vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication failures, terrorist attacks, computer viruses, break-ins, sabotage, and acts of vandalism. Despite any precautions that we may take, the occurrence of a natural disaster or other unanticipated problems at our interpretation centers or in the networks that connect our interpretation centers with laboratories could result in lengthy interruptions in our services. We do not carry business interruption insurance to protect us against losses that may result from interruptions in our service as a result of system failures.

Hospital privileging requirements or physician licensure laws may limit our market, and the loss of hospital privileges or state medical licenses held by our associated pathologists could have a material adverse affect on our business, financial condition and results of operations.

Each of our associated pathologists must be granted privileges to practice at each hospital from which the pathologist receives images and must hold a license in good standing to practice medicine in the state in which the hospital or laboratory is located. The requirements for obtaining and maintaining hospital privileges and state medical licenses vary significantly among hospitals and states. If a hospital or state restricts or impedes the ability of physicians located outside of the state to obtain privileges or a license to practice medicine at that hospital or in that state, the market for our services could be reduced. In addition, any loss of existing privileges or medical licenses held by our associated pathologists could impair our ability to serve our existing referring physicians and have a material adverse effect on our business, financial condition and results of operations.

Changes in the healthcare industry or litigation reform could reduce the number of diagnostic procedures ordered by physicians, which could result in a decline in the demand for our services, pricing pressure and decreased revenue.

Changes in the healthcare industry directed at controlling healthcare costs and perceived over-utilization of diagnostic pathology procedures could reduce the volume of biopsy procedures performed. For example, in an effort to contain increasing costs, some managed care organizations and private insurers are instituting pre-authorization policies, which require physicians to pre-clear orders for diagnostic biopsy procedures before those procedures can be performed. If pre-clearance protocols are broadly instituted throughout the healthcare industry, the volume of biopsy procedures could decrease, resulting in pricing pressure and declining demand for our services. Some payers have hinted at reducing the number of units of service that would be reimbursed in a connection with a single case. In addition, it is often alleged that many physicians order diagnostic procedures even when the procedures may have limited clinical utility in large part to establish a record for defense in the event of a medical liability claim. Changes in perceived malpractice risk could reduce the number of biopsy procedures ordered for this purpose and therefore reduce the total number of biopsy procedures performed each year, which could harm our operating results.

We may not have adequate intellectual property rights in our brand, which could limit our ability to enforce such rights.

Our success depends in part upon our ability to market our services under the “AccelPath” brand and we have not secured registrations of this or other marks. Other businesses may have prior rights in the brand names that we market under or in similar names, which could limit or prevent our ability to use these marks, or to prevent others from using similar marks. If we are unable to prevent others from using our brand names, or if others prohibit us from using them, our revenue could be adversely affected. Even if we are able to protect our intellectual property rights in such brands, we could incur significant costs in doing so.

Any failure to protect our intellectual property rights in our workflow technology could impair its value and our competitive advantage.

We rely heavily on our workflow technology to distribute pathology slide images and information to the appropriately licensed and privileged associated pathologist best able to provide the necessary clinical insight in the least amount of turnaround time and reports to referring physicians. If we fail to protect our intellectual property rights adequately, our competitors may gain access to our technology, and our business may be harmed. We currently do not hold any patents with respect to our technology, and we have not filed any applications for patents. Although we intend to file applications for patents covering our workflow technology, we may be unable to obtain patent protection for this technology. In addition, any patents we may obtain may be challenged by third parties. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property.

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We may in the future become subject to intellectual property rights claims, which could harm our business and operating results.

The information technology industry is characterized by the existence of a large number of patents, trademarks and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. If a third party asserts that our technology violates that third-party’s proprietary rights, or if a court holds that our technology violates such rights, we may be required to re-engineer our technology, obtain licenses from third parties to continue using our technology without substantial re-engineering or remove the infringing functionality or feature. In addition, we may incur substantial costs defending against any such claim. We may also become subject to damage awards, which could cause us to incur additional losses and hurt our financial position.

Monitoring potential infringement of and defending or asserting our intellectual property rights may entail significant expense. We may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. Any litigation, whether or not it is resolved in our favor, could result in significant expense to us and divert the efforts of our technical and management personnel.

Failure to attract and retain experienced and qualified personnel could adversely affect our business.

Our success depends on our ability to attract, retain and motivate experienced IT staff, experienced sales representatives and other personnel and also on our ability to contract with affiliated pathologists and interpretation centers. Competition for these employees and pathologists is strong, and if we are not able to attract and retain qualified personnel or contract with qualified pathologists and interpretation centers it would have a material adverse effect on our business.

Our sales representatives have developed and maintain close relationships with a number of health care professionals, and our specialized approach to marketing our services positions our sales representatives to have a deep knowledge of the needs of the referring physicians they serve. Given the nature of the relationships we seek to develop with referring physicians, losses of sales representatives may cause us to lose clients.

We are dependent on our management team, and the loss of any key member of this team may prevent us from implementing our business plan in a timely manner.

Our success depends largely upon the continued services of our executive officers and other key personnel, particularly Gilbert Steedley, our Chief Executive Officer. The loss of Mr. Steedley or other key personnel could have a material adverse effect on our business, financial condition, results of operations and the trading price of our common stock. In addition, the search for replacements could be time consuming and could distract our management team from the day-to-day operations of our business.

We may be unable to enforce non-compete agreements with our associated interpretation centers.

Our independent contractor agreements with our associated pathologists typically provide that the pathologists may not compete with us for a period of time, typically one year, after the agreements terminate. These covenants not to compete are enforceable to varying degrees from jurisdiction to jurisdiction. In most jurisdictions, a covenant not to compete will be enforced only to the extent that it is necessary to protect the legitimate business interest of the party seeking enforcement, that it does not unreasonably restrain the party against whom enforcement is sought and that it is not contrary to the public interest. This determination is made based upon all the facts and circumstances of the specific case at the time enforcement is sought. It is unclear whether our interests will be viewed by courts as the type of protected business interest that would permit us to enforce a non-competition covenant against the pathologists. Since our success depends in substantial part on our ability to preserve the business of our associated pathologists, a determination that these provisions are not enforceable could have a material adverse effect on us.

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Enforcement of state and federal anti-kickback laws may adversely affect our business, financial condition or operations.

Various federal and state laws govern financial arrangements among healthcare providers. The federal anti-kickback law prohibits the knowing and willful offer, payment, solicitation or receipt of any form of remuneration in return for, or with the purpose to induce, the referral of Medicare, Medicaid, or other federal healthcare program patients, or in return for, or with the purpose to induce, the purchase, lease or order of items or services that are covered by Medicare, Medicaid, or other federal healthcare programs. Similarly, many state laws prohibit the solicitation, payment or receipt of remuneration in return for, or to induce the referral of patients in private as well as government programs. Violation of these anti-kickback laws may result in substantial civil or criminal penalties for individuals or entities and/or exclusion from participating in federal or state healthcare programs. We believe that we are operating in compliance with applicable law and believe that our arrangements with our affiliated pathologists and referring physicians would not be found to violate the anti-kickback laws. However, these laws could be interpreted in a manner inconsistent with our operations.

Because referring physicians submit claims to the Medicare program based on the services provided by our affiliated pathologists, it is possible that a lawsuit could be brought against us, our affiliated pathologists or the referring physicians under the federal False Claims Act, and the outcome of any such lawsuit could have a material adverse effect on our business, financial condition and operations.

The Federal False Claims Act provides, in part, that the federal government may bring a lawsuit against any person whom it believes has knowingly presented, or caused to be presented, a false or fraudulent request for payment from the federal government, or who has made a false statement or used a false record to get a claim approved. The government has taken the position that claims presented in violation of the federal anti-kickback law may be considered a violation of the Federal False Claims Act. The Federal False Claims Act further provides that a lawsuit brought under that act may be initiated in the name of the United States by an individual who was the original source of the allegations, known as the relator. Actions brought under the Federal False Claims Act are sealed by the court at the time of filing. The only parties privy to the information contained in the complaint are the relator, the federal government and the court. Therefore, it is possible that lawsuits have been filed against us that we are unaware of or which we have been ordered by the court not to discuss until the court lifts the seal from the case. Penalties include fines ranging from $5,500 to $11,000 for each false claim, plus three times the amount of damages that the federal government sustained because of the act of that person. We believe that we are operating in compliance with the Medicare rules and regulations, and thus, the Federal False Claims Act. However, if we were found to have violated certain rules and regulations and, as a result, submitted or caused the submission of allegedly false claims, any sanctions imposed under the Federal False Claims Act could result in substantial fines and penalties or exclusion from participation in federal and state healthcare programs which could have a material adverse effect on our business and financial condition.

Risks Related to our Technest Business and Contracting with the United States Government

Although we are currently actively pursuing licensing opportunities for the commercialization of our Technest products and intellectual property as well as products developed by Technest, Inc., if we are not able to enter into such licensing arrangements, our financial condition could suffer.

Following the acquisition of AccelPath LLC, the Company is considering strategic alternatives to maximize the value of Technest and its products and intellectual property, including those developed by Technest, Inc. The Company is actively pursuing licensing opportunities for the further commercialization of these products and the related intellectual property. If the Company is not successful in these efforts, the financial condition of the Company could suffer.

Our Technest, Inc. operations are currently inactive and may not be resurrected

Currently, Technest, Inc. is non-operational, and depending upon conditions, we may not reinstate operations. This may result in a lack of growth of the Company’s revenues and net income. This may lead to an inability to pursue new growth opportunities or return capital to shareholders in the form of cash dividend payouts.

Our revenues from Technest, Inc. operations have been derived from a small number of contracts within the U.S. government set aside for small businesses.

Substantially all of our revenue from our Technest, Inc. operation have been derived from Small Business Innovation Research contracts with the U.S. Government such that the loss of any one contract could materially reduce our revenues. As a result, our financial condition and our stock price would be adversely affected.

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In order to receive these Small Business Innovation Research contracts, we must satisfy certain eligibility criteria established by the Small Business Administration. If we do not satisfy these criteria, we would not be eligible for these contracts and thus, our primary source of revenue would no longer be available to us. As a result, our financial condition would be adversely affected.

Our business could be adversely affected by changes in budgetary priorities of the Government.

Because Technest derived a substantial majority of our revenue from contracts with the Government, we believe that the success and development of our business will continue to depend on our successful participation in Government contract programs. Changes in Government budgetary priorities could directly affect our financial performance. A significant decline in government expenditures, or a shift of expenditures away from programs that we support, or a change in Government contracting policies, could cause Government agencies to reduce their purchases under contracts, to exercise their right to terminate contracts at any time without penalty or not to exercise options to renew contracts. Any such actions could cause our actual results to differ materially from those anticipated. Among the factors that could seriously affect our Government contracting business are:

·

changes in Government programs or requirements;

·

budgetary priorities limiting or delaying Government spending generally, or specific departments or agencies in particular, and changes in fiscal policies or available funding, including potential Governmental shutdowns (as occurred during the Government ’ s 1996 fiscal year);

·

curtailment of the Government’s use of technology solutions firms.

Our contracts and administrative processes and systems are subject to audits and cost adjustments by the Government, which could reduce our revenue, disrupt our business or otherwise adversely affect our results of operations.

Government agencies, including the Defense Contract Audit Agency, or DCAA, routinely audit and investigate Government contracts and Government contractors’ administrative processes and systems. These agencies review our performance on contracts, pricing practices, cost structure and compliance with applicable laws, regulations and standards. They also review our compliance with regulations and policies and the adequacy of our internal control systems and policies, including our purchasing, property, estimating, compensation and management information systems. Any costs found to be improperly allocated to a specific contract will not be reimbursed, and any such costs already reimbursed must be refunded. Moreover, if any of the administrative processes and systems is found not to comply with requirements, we may be subjected to increased government oversight and approval that could delay or otherwise adversely affect our ability to compete for or perform contracts. Therefore, an unfavorable outcome to an audit by the DCAA or another agency could cause actual results to differ materially from those anticipated. If an investigation uncovers improper or illegal activities, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeitures of profits, suspension of payments, fines and suspension or debarment from doing business with the Government. In addition, we could suffer serious reputational harm if allegations of impropriety were made against us. Each of these results could cause actual results to differ materially from those anticipated.

Unfavorable government audit results could force us to adjust previously reported operating results and could subject us to a variety of penalties and sanctions.

The federal government audits and reviews our performance on awards, pricing practices, cost structure, and compliance with applicable laws, regulations, and standards. Like most large government vendors, our awards are audited and reviewed on a continual basis by federal agencies, including the Defense Contract Management Agency and the Defense Contract Audit Agency. An audit of our work, including an audit of work performed by companies we have acquired or may acquire or subcontractors we have hired or may hire, could result in a substantial adjustment in our operating results for the applicable period. For example, any costs which were originally reimbursed could subsequently be disallowed. In this case, cash we have already collected may need to be refunded and our operating margins may be reduced. To date, we have not experienced any significant adverse consequences as a result of government audits.

If a government audit uncovers improper or illegal activities, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or debarment from doing business with U.S. Government agencies.

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Failure to attract and retain experienced and qualified personnel could adversely affect our business.

Within the last year, we have had significant employee turnover. Our success depends on our ability to attract, retain and motivate experienced personnel in the field of three-dimensional imaging. Competition for these employees is strong, and if we are not able to attract and retain qualified personnel, it would have a material adverse effect on our business.

Risks Related To “Controlled Companies”

Our largest stockholder has significant influence over the Company.

As of June 30, 2014, Gilbert Steedley, the Company’s Chief Executive Officer owned all of our Series H Preferred stock. The fifty-one (51) shares of Series H Preferred aggregate approximately 50.9989% of the total voting power of all issued and outstanding voting capital of the Company.

 As a result, Mr. Steedley possesses significant influence over our affairs. His stock ownership and relationships with members of our board of directors may have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could materially and adversely affect the market price of our common stock.

A very small number of investors hold a controlling interest in our stock. As a result, the ability of minority shareholders to influence our affairs is extremely limited.

A very small number of investors collectively owned a controlling interest in our outstanding common stock on a primary basis. As a result, those investors have the ability to control all matters submitted to our stockholders for approval (including the election and removal of directors). A significant change to the composition of our board could lead to a change in management and our business plan. Any such transition could lead to, among other things, a decline in service levels, disruption in our operations and departures of key personnel, which could in turn harm our business.

Moreover, this concentration of ownership may have the effect of delaying, deferring or preventing a change in control, impeding a merger, consolidation, takeover or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, which in turn could materially and adversely affect the market price of the common stock.

Minority shareholders of the Company will be unable to affect the outcome of stockholder voting as these investors or any other party retains a controlling interest.

Risks related to our Common Stock

Any additional funding we arrange through the sale of our common stock will result in dilution to existing security holders.

We will have to raise additional capital in order for our business plan to succeed. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. Therefore, our most likely source of additional capital will be through the sale of additional shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized 9,950,000,000 shares. In addition, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. Such issuances will cause our security holders’ interests in our Company to be diluted, which may negatively affect the value of their shares.

It may be difficult for you to resell shares of our common stock if an active market for our common stock does not develop.

Our common stock is not actively traded on a securities exchange and we do not meet the initial listing criteria for any registered securities exchange or the Nasdaq National Market System. It is quoted on the less recognized OTC National Markets. This factor may further impair your ability to sell your shares when you want and/or could depress our stock price. As a result, you may find it difficult to dispose of, or to obtain accurate quotations of the price of, our securities because smaller quantities of shares could be bought and sold, transactions could be delayed and security analyst and news coverage of our company may be limited. These factors could result in lower prices and larger spreads in the bid and ask prices for our shares.

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The market price of our common stock may be volatile. As a result, you may not be able to sell our common stock in short time periods, or possibly at all.

Our stock price has been volatile. From July 2007 to September 29, 2014, the trading price of our common stock ranged from a low price of $0.0081 per share to a high price of $160.00 per share. Many factors may cause the market price of our common stock to fluctuate, including:

·

variations in our quarterly results of operations;

·

the introduction of new products by us or our competitors;

·

acquisitions or strategic alliances involving us or our competitors;

·

future sales of shares of common stock in the public market; and

·

market conditions in our industries and the economy as a whole.

In addition, the stock market has recently experienced extreme price and volume fluctuations. These fluctuations are often unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the market price of our common stock. When the market price of a company’s stock drops significantly, stockholders often institute securities class action litigation against that company. Any litigation against us could cause us to incur substantial costs, divert the time and attention of our management and other resources or otherwise harm our business.

Future sales of common stock by shareholders, or the perception that such sales may occur, may depress the price of our common stock.

The sale or availability for sale of substantial amounts of our shares in the public market, including shares issuable upon conversion of outstanding preferred stock, upon conversion of the principal and interest of our outstanding promissory notes or exercise of common stock options and warrants, or the perception that such sales could occur, could adversely affect the market price of our common stock and also could impair our ability to raise capital through future offerings of our shares. As of March 18, 2014, we had 124,280,074 outstanding shares of common stock and have reserved at least 120,000,000 for future issuances upon exercise of outstanding options, upon conversion of preferred stock, upon issuance for a restricted stock award, upon exercise of outstanding warrants and upon the conversion of the principal and interest of the outstanding promissory notes. Any decline in the price of our common stock may encourage short sales, which could place further downward pressure on the price of our common stock and may impair our ability to raise additional capital through the sale of equity securities.

Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws, making it difficult or impossible for our security holders to sell shares of its common stock in those states.

There is a limited public market for our shares of common stock, and there can be no assurance that any public market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities regulations and laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws, which prohibit trading absent compliance with individual state laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions.

Our common stock is “penny stock,” with the result that trading of our common stock in any secondary market may be impeded.

Due to the current price of our common stock, many brokerage firms may not be willing to effect transactions in our securities, particularly because low-priced securities are subject to SEC rules imposing additional sales requirements on broker-dealers who sell low-priced securities (generally defined as those having a per share price below $5.00). These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock as it is subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities. These factors severely limit the liquidity, if any, of our common stock, and will likely continue to have a material adverse effect on its market price and on our ability to raise additional capital.

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The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

(a)

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

(b)

contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

(c)

contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

(d)

contains a toll-free telephone number for inquiries on disciplinary actions;

(e)

defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

(f)

contains such other information and is in such form, including language, type, size and format, as the SEC may require by rule or regulation.

In addition, the broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:

(a)

bid and ask quotations for the penny stock;

(b)

the compensation of the broker-dealer and its salesperson in the transaction;

(c)

the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

(d)

monthly account statements showing the market value of each penny stock held in the customer’s account.

Also, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

We cannot predict the extent to which investor interest in our stock or a business combination, if any, will lead to an increase in our market price or the development of an active trading market or how liquid that market, if any, might become.

We do not expect to pay dividends to holders of our common stock in the foreseeable future. As a result, holders of our common stock must rely on stock appreciation for any return on their investment.

Other than the special “return of capital” cash distribution made in connection with the Settlement Agreement with EOIR Holdings, Inc., we have not declared any dividends since our inception, and we do not plan to declare any dividends in the foreseeable future. If we were to become profitable, it would be expected that all of such earnings would be retained to support our business. Accordingly, holders of our common stock will have to rely on capital appreciation, if any, to earn a return on their investment in our common stock.

Risks Related To Market Conditions

The sale of material amounts of common stock could encourage short sales by third parties and further depress the price of our common stock. As a result, you may lose all or part of your investment.

The significant downward pressure on our stock price caused by the sale of a significant number of shares could cause our stock price to decline, thus allowing short sellers of our stock an opportunity to take advantage of any decrease in the value of our stock. The presence of short sellers in our common stock may further depress the price of our common stock.

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The Company may not have access to the full amount available under the Equity Purchase Agreement.

We have begun to drawn down funds and have issued 2,807 shares of our common stock under the Equity Purchase Agreement with The Investor. Our ability to continue to draw down funds and sell shares under the Equity Purchase Agreement requires that the registration statement continue to be effective. In addition, the current registration statement registers 25,800,000 total shares of our common stock issuable under the Equity Purchase Agreement, and our ability to access the Equity Purchase Agreement to sell any remaining shares issuable under the

Equity Purchase Agreement is subject to our ability to prepare and file one or more additional registration statements registering the resale of these shares, which we may not file until the later of 60 days after the Investor and its affiliates have resold substantially all of the common stock registered for resale under the current registration statement, or six months after the effective date of that registration statement. These subsequent registration statements may be subject to review and comment by the Staff of the SEC, and will require the consent of our independent registered public accounting firm. Therefore, the timing of effectiveness of these subsequent registration statements cannot be assured. The effectiveness of these subsequent registration statements is a condition precedent to our ability to sell the shares of common stock subject to these subsequent registration statements to Investor under the Equity Purchase Agreement. Even if we are successful in causing one or more registration statements registering the resale of some or all of the shares issuable under the Equity Purchase Agreement to be declared effective by the SEC in a timely manner, we will not be able to sell shares under the Equity Purchase Agreement unless certain other conditions are met.

Assuming the sale of the entire 25,800,000 shares of our common stock currently registered at the current market price of $0.0001 per share, Investor will receive gross proceeds of $2,580, of which we will receive $2,451, or 95% of the sale price. Therefore, at the current market price, we would be required to register 5,000,000,000 additional shares to obtain the balance of the $5,000,000 available under the Equity Purchase Agreement. Our capital stock currently consists of 9,950,000,000 authorized shares of common stock and 5,000,000 shares of preferred stock. Therefore, at the current share price, we do not have a sufficient number of shares of common stock authorized to register the entire amount of shares required to draw down the full $5,000,000 available under the Equity Purchase Agreement in addition to shares that are currently outstanding or reserved for issuance upon exercise or conversion of outstanding options or other convertible securities. In addition, Securities and Exchange Commission rules limit the number of shares that we may register for resale in connection with the Equity Purchase Agreement, which may also limit our ability to draw down the full $5,000,000 available under the Equity Purchase Agreement unless our share price increases substantially. Our ability to access the entire amount available under the Equity Purchase Agreement is therefore significantly influenced by our ability to increase our share price such that we would be required to register and sell fewer shares than would be required at our current market price.

In addition, our ability to draw down funds under the Equity Purchase Agreement is subject to a number of additional conditions in the Equity Purchase Agreement, including, without limitation:

That no statute, rule, regulation, executive order, decree, ruling or injunction has been, commenced, entered or adopted by any court or governmental authority that prohibits or materially adversely affects any of the transactions contemplated by the Equity Purchase Agreement;

·

that there is no material adverse change in our business or financial condition since the date of the Company’s most recently filed report under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;

·

that the trading of our common stock has not been suspended by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, Inc. or the principal exchange which is at the time the principal trading exchange or market for our common stock;

·

that the number of Put Shares to be purchased by The Investor plus all other securities beneficially owned by Investor does not exceed 9.99% of our outstanding common stock on the closing date of any Put;

·

that the issuance of the put shares does not exceed the aggregate number of shares of that we may issue without breaching the Company’s obligations under the rules or regulations of the OTCBB or other principal exchange which is at the time the principal trading exchange or market for our common stock;

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·

that the Company has no knowledge of any event more likely than not to have the effect of causing the Registration Statement to be suspended or otherwise ineffective within 15 days from delivery of the Put Notice;

·

that issuance of shares of common stock at any closing does not violate the shareholder approval requirements of the OTCBB or other principal exchange which is at the time the principal trading exchange or market for our common stock; and

·

that no stock split or combination, payment of a dividend or distribution in shares of common stock, payment of a dividend or distribution of other assets to the holders of our common stock issuance of shares of our common stock or options or other security exercisable for or convertible into shares of our common stock at a price per share that is less than the price paid by Investor, has occurred between the date a Put Notice is delivered and the associated closing date.

Accordingly, because our ability to draw down amounts under the Equity Purchase Agreement is subject to a number of conditions, there is no guarantee that we will be able to draw down any portion or all of the $5 million available to us under the Equity Purchase Agreement.

We have registered an aggregate of 25,800,000 shares of common stock to be issued under the Equity Purchase Agreement. The sale of such shares could depress the market price of our common stock.

We have registered an aggregate of 25,800,000 shares of common stock for issuance pursuant to the Equity Purchase Agreement. The 25,800,000 shares of our common stock will represent approximately 3% of our shares outstanding immediately after our exercise of the put right. Our common stock is thinly traded. The sale of these shares into the public market by The Investor (“Investor”) may result in a greater number of shares being available for trading than the market can absorb and therefore, could depress the market price of our common stock.

Because Investor will be paying less than the then-prevailing market price for our common stock, your ownership interest may be diluted and the value of our common stock may decline by exercising the put right pursuant to the Equity Purchase Agreement.

The common stock to be issued to Investor pursuant to the Equity Purchase Agreement will be purchased at an 5% discount to the average of the lowest closing price of the common stock of any three trading days, consecutive or inconsecutive, during the five consecutive trading days immediately following the date of our notice to Investor of our election to put shares pursuant to the Equity Purchase Agreement. Because the put price is lower than the prevailing market price of our common stock, to the extent that the put right is exercised, your ownership interest may be diluted. Investor has a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If Investor sells the shares, the price of our common stock could decrease. If our stock price decreases, Investor may have a further incentive to sell the shares of our common stock that it holds. These sales may have a further impact on our stock price.

The Equity Purchase Agreement’s pricing structure may result in dilution to our stockholders.

Pursuant to the Equity Purchase Agreement, Investor committed to purchase, subject to certain conditions, up to the $5 million of our common stock over a two-year period. If we sell shares to Investor under the Equity Purchase Agreement, or issue shares in lieu of any blackout payment (as described below), it will have a dilutive effect on the holdings of our current stockholders, and may result in downward pressure on the price of our common stock. If we draw down amounts under the Equity Purchase Agreement, we will issue shares to The Investor at a discount of 5% from the average price of our common stock. If we draw down amounts under the Equity Purchase Agreement when our share price is decreasing, we will need to issue more shares to raise the same amount than if our stock price was higher. Issuances in the face of a declining share price will have an even greater dilutive effect than if our share price were stable or increasing, and may further decrease our share price. In addition, we are entitled in certain circumstances to deliver a “blackout” notice to Investor to suspend the use of the registration statements that we have filed or may in the future file with the SEC registering for resale the shares of common stock to be issued under the Equity Purchase Agreement. If we deliver a blackout notice in the fifteen trading days following a settlement of a draw down, then we must issue to Investor additional shares of our common stock.

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Certain provisions of our articles of incorporation could discourage potential acquisition proposals or change in control.

Our board of directors, without further stockholder approval, may issue preferred stock that would contain provisions that could have the effect of delaying or preventing a change in control or which may prevent or frustrate any attempt by stockholders to replace or remove the current management. The issuance of additional shares of preferred stock could also adversely affect the voting power of the holders of our common stock, including the loss of voting control to others.

Our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements included in this report.

The reports from our independent registered public accounting firms for the years ended June 30, 2012 and 2011 include an explanatory paragraph stating that our recurring losses from operations, negative cash flows from operations, stockholders’ deficit and working capital deficit raise substantial doubt about our ability to continue as a going concern. If we are unable to obtain sufficient funding, our business, financial condition and results of operations will be materially and adversely affected and we may be unable to continue as a going concern. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our consolidated financial statements, and it is likely that investors will lose all or a part of their investment. After the sale of the shares registered hereunder, future reports from our independent registered public accounting firm may also contain statements expressing doubt about our ability to continue as a going concern. If we seek additional financing to fund our business activities in the future and there remains doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding on commercially reasonable terms or at all.

We have identified weaknesses in our internal controls.

Our management has concluded that our internal control over financial reporting was not effective as of June 30, 2012, as a result of several material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In our assessment of the effectiveness of internal control over financial reporting as of June 30, 2012, we determined that control deficiencies existed that constituted material weaknesses, as described below:

1)

lack of documented policies and procedures;

2)

inadequate resources dedicated to the financial reporting function; and

3)

ineffective separation of duties due to limited staff.

As a result of these material weaknesses, we performed additional procedures to obtain reasonable assurance regarding the reliability of our financial statements. Material weaknesses could result in a misstatement of accounts and disclosures, which would result in a misstatement of annual or interim financial statements that would not be prevented or detected. Errors in our financial statements could require a restatement or prevent us from timely filing our periodic reports with the Securities and Exchange Commission. Additionally, ineffective internal control over financial reporting could cause investors to lose confidence in our reported financial information.

Our inability to remediate all weaknesses or any additional material weaknesses that may be identified in the future could, among other things, cause us to fail to timely file our periodic reports with the SEC and require us to incur additional costs and divert management resources. Additionally, the effectiveness of our or any system of disclosure controls and procedures is subject to inherent limitations, and therefore we cannot be certain that our internal control over financial reporting or our disclosure controls and procedures will prevent or detect future errors or fraud in connection with our financial statements.

Item 1B. Unresolved Staff Comments

None

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Item 2. Properties

The Company currently leases space at 850 Third Avenue in New York City.

We are currently in the process of evaluating our office space needs.

Item 3. Legal Proceedings

There are no material legal proceedings at this time

Item 4. Mine Safety Disclosures

None

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the OTCBB and trades under the symbol ACLP.OB. On September 4, 2014, to take into account the 1:250 reverse split, the Company trades under the symbol ACLPD. We expect that by the end of calendar 2014, our stock symbol will revert back to ACLP

The following table sets forth the range of the high and low bid quotations of our common stock for the past two years in the Over-the-Counter BB market and the Pink Sheets, as reported by the OTC Bulletin Board and in the Pink Sheets. In June 2005, we changed our fiscal year end from December 31 to June 30; however, the following table sets forth the high and low closing bid quotations for our common stock for the calendar years listed below:

Calendar Year		High			Low
2013
First Quarter		$	6.00		$	1.50
Second Quarter		$	3.50		$	0.25
Third Quarter		$	1.25		$	0.25
Fourth Quarter		$	0.4219		$	0.0469
2014
First Quarter		$	0.5938		$	0.0469
Second Quarter		$	0.5781		$	0.0313
Third Quarter		$	0.4531		$	0.0313
Fourth Quarter		$	0.4688		$	0.0313

The above quotations reflect inter-dealer prices, without retail mark-up, markdown or commission. These quotes are not necessarily representative of actual transactions or of the value of our common stock, and are in all likelihood not based upon any recognized criteria of securities valuation as used in the investment banking community. All data has been adjusted for the 1:250 stock split which took effect on September 4, 2014

As of September 29, 2014, there were approximately 45 record holders of our common stock and we had outstanding options to purchase 187,720 shares of common stock.

As of September 29, 2014, all of our shares of our common stock are eligible for public sale under Rule 144 of the Securities Act of 1933, as amended.

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Issuer Purchases of Equity Securities

We did not make any purchases of our common stock during the fiscal years ended June 30, 2014 and June 30, 2013, which is the fourth quarter of our fiscal year.

Item 6. Selected Financial data.

We are a “smaller reporting company” as defined by Regulation S-K and, as such, we are not required to provide the information contained in this item pursuant to Regulation S-K.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations for the years ending June 30, 2014 and 2013 should be read together with our financial statements and related notes included elsewhere in this annual report on Form 10-K.

When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that characterize our business. In particular, we encourage you to review the risks and uncertainties described in the section entitled "Risk Factors” in this annual report on Form 10-K. These risks and uncertainties could cause actual results to differ materially from those forecasted in forward-looking statements or implied by past results and trends. Forward-looking statements are statements that attempt to project or anticipate future developments in our business; we encourage you to review the examples of forward-looking statements under "Note Regarding Forward-Looking Statements." These statements, like all statements in this annual report on Form 10-K, speak only as of June 30, 2012 and we undertake no obligation to update or revise the statements in light of future developments.

Year ended June 30, 2014 compared with the year ended June 30, 2013

On March 4, 2011, AccelPath, Inc. (formerly - Technest Holdings, Inc.) acquired AccelPath, LLC as a wholly-owned subsidiary. Accounting principles generally accepted in the United States generally require that a company whose security holders retain the majority voting interest in the combined business be treated as the acquirer for financial statement reporting purposes. The acquisition was accounted for as a reverse acquisition whereby AccelPath, LLC was deemed to be the accounting acquirer. Accordingly, the results of operations of Technest Holdings, Inc. have been included in the consolidated financial statements since the date of the reverse acquisition. The historical financial statements of AccelPath, LLC are presented as the historical financial statements of the Company.

Revenues

The Company had $216,000 in revenues during the year ended June 30, 2014 compared to $315,054 in revenues during the year ended June 30, 2012. Revenues decreased by $118,616 or 35% compared to the prior year. Revenues for the year ended June 30, 2014 consisted of $-0- in revenues generated by Technest, Inc.’s Small Business Innovation Research grants and $216,000 in revenues generated by AccelPath’s medical diagnostic services. Revenues related to software for reporting of test results. Revenues for the year ended June 30, 2013 consisted of $-0- in revenues generated by Technest, Inc.’s Small Business Innovation Research grants after the reverse acquisition and $334,616 in revenues generated by AccelPath’s medical diagnostic services. AccelPath exited the development stage during the year ended June 30, 2011 when it began generating revenue in October 2010.

At June 30, 2014, there was no backlog of funded contracts for Technest, Inc. Future revenues for Technest, Inc. are dependent on the receipt of new government contracts or the commercialization of its products. At this point, the Company does not plan to restart its Technest operation.

AccelPath’s revenues decreased by $118,616 or 35% compared to the prior year. The decrease is due to the fact that the Company has only one contract outstanding.

Gross profit

The gross profit for the year ended June 30, 2014 was $216,000 or 100% of revenues compared to $315,054 or 100% of revenues for the year ended June 30, 2013. The $118,616 decrease in gross profit was due to the decrease in the medical diagnostic services. Under AccelPath’s business model there are minimal, if any, costs of revenues.

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Selling, general and administrative expenses

Selling, general and administrative expenses for the year ended June 30, 2014 were $855,338 compared to $2,024,945 for the year ended June 30, 2013. These expenses consist primarily of compensation paid, legal and accounting fees, consulting fees, occupancy expenses, investor relations expenses, insurance expense, and travel expenses. The decrease of $1,169,607, 58%, was due to the following: Legal expenses of $446,256, were doubly accrued in 2013. There was then a reversal of the double accrual in fiscal 2014. During the fiscal years ended June 30, 2014 and 2013, these expenses consisted primarily of compensation expenses, professional fees, consulting fees, occupancy expenses and travel expenses. During the fiscal years ended June 30, 2014 and 2013, the Company recognized stock-based compensation expense of $526,113 and $433,190, respectively. All stock based compensation expense has been amortized into expense as of June 30, 2014.

Operating loss

The operating loss for the year ended June 30, 2014 was $639,338 compared to an operating loss of $1,690,329 for the year ended June 30, 2012. The $1,050,991 decrease in the operating loss is primarily due to reduced Selling general and administrative expenses as described above.

Other income (expense)

Net other (expense) was ($1,869,612) for the year ended June 30, 2014 compared to net other (expense) of ($303,838) for the year ended June 30, 2013.

During the year ended June 30, 2014, the Company incurred interest expense of $480,864 on notes payable, losses upon conversions of notes payable of $1,134,291, and Derivative liability expense on new issuances of $245,663. This was partially offset by Adjustments to the Fair values of derivative liabilities of $178,701and $12,505 of technology licensing income.

During the year ended June 30, 2013, the Company incurred interest expense of $178,386 on notes payable, losses upon conversions of notes payable of $138,390 in and a loss of $30,648 on a terminated acquisition. This was partially offset by $43,586 of licensing income.

Interest expense was $302,478 greater or 169% in Fiscal 2014 due to a greater average debt levels and increased amortization of debt discounts.

Losses upon conversions of notes payable were $1,195,901 greater in Fiscal 2014 due to a greater level of conversions of debt and to greater variability in the underlying stock price of the Company.

Derivative liability expense and Adjustments to Fair Values of Derivative liabilities did not exist in Fiscal 2013 due to the change in Accounting treatment for new convertible debt commencing in the fourth quarter of Fiscal 2014. See Note 3 to the attached Financial statements, Summary of significant accounting policies, for further detail.

Net loss applicable to common shareholders

The net loss applicable to common shareholders for the year ended June 30, 2014 was $2,508,950 compared to a net loss applicable to common stockholders of $2,342,309 for the year ended June 30, 2013. The net loss per share was $0.002 for the year ended June 30, 2014 compared to a net loss per share applicable to common stockholders of $0.009 for the year ended June 30, 2013.

Included in the net loss applicable to common shareholders for the year ended June 30, 2013 are accrued cash dividends payable of $1,139 on the Series E 5% convertible preferred stock and included in the net loss applicable to common stockholders for the year ended June 30, 2013 are non-cash deemed dividends of $5,617 related to Series E 5% convertible preferred stock. In Fiscal 2013, there were also an accrued dividend of $360,000 associated with the Series F Preferred.

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Cash and Working Capital

On June 30, 2014, the Company had a working capital deficit of $2,726,027 compared to a working capital deficit of $2,711,419 at June 30, 2013. The $14,608 decrease in working capital is primarily due to cash used in operations of $469,561, approximately $60,000 in derivative liabilities partially offset by cash provided from financing of $497,500,. Our primary sources of capital for the years ended June 30, 2014 and 2013 were from financing activities, investing activities, and the collection of our accounts receivable. We received proceeds of $497,500 from the issuance of debt during the year ended June 30, 2014. During the year ended June 30, 2013, we received proceeds of $6,000 from the sale of common stock prior to the reverse acquisition and we received $311,700 from the issuance of notes payable and $90,000 from the issuance of the Series F Preferred. We used cash of $469,561 and $1,033,007, respectively, to fund our operating activities during the years ended June 30, 2014 and 2013. Our primary uses of operating cash were for compensation payments, legal and accounting fees, consulting fees, occupancy expenses, investor relations expenses, insurance expense, and travel expenses.

Sources of Liquidity

During the years ended June 30, 2014 and June 30, 2013, we satisfied our operating cash requirements primarily from the sale of common stock and Series E 5% Convertible Preferred Stock and Series F Convertible Preferred Stock, the issuance of notes payable, and the collection of our accounts receivable. We have also increased our accounts payable, primarily for costs incurred in connection with the reverse acquisition.

Issuances of Common stock

On March 7, 2011, the Company entered into an Equity Purchase Agreement with an Investor. Pursuant to the Equity Purchase Agreement, the Investor committed to purchase up to $5,000,000 of our common stock over the course of 24 months commencing on the effective date of our registration statement pursuant to the registration rights agreement. The registration statement was declared effective on February 9, 2012; a post-effective amendment was filed on June 1, 2012 and was declared effective on June 13, 2012. The purchase price of the common stock to be sold pursuant to the Equity Purchase Agreement will be 95% of the average of the lowest three closing bid prices, consecutive or inconsecutive, during the five trading day period commencing on the date a put notice requesting that the Investor purchase shares of common stock under the Equity Purchase Agreement is delivered. During the year ended June 30, 2013, the Company received proceeds of $6,000 for the sale of 2,807 (701,754 prior to the 1:250 split) shares of common stock under the Equity Purchase Agreement.

Management believes that if the Investor purchases a sufficient amount of our common stock then the Company will have sufficient sources of liquidity to satisfy its obligations for at least the next 12 months. In addition, management continues to explore other alternatives for raising additional capital through both debt and equity transactions. If the Company is not successful in selling a sufficient amount of its common stock or raising capital from alternative sources, then its expansion plans and software development efforts would need to be curtailed.

Issuances of Notes

On February 10, 2012, the Company borrowed $40,000 from an Investor under a promissory note which matured on August 31, 2012. The note bears interest at 8% per annum and includes a redemption premium of $6,000 due on the maturity date.

On February 10, 2012, the Company borrowed $50,000. The convertible promissory note bears interest at 5% per annum and matures on August 10, 2012. The Company has the option to pay the interest with its common stock at the closing bid price immediately prior to the due date. The investor has the option to convert the promissory note into shares of common stock at the closing bid price immediately prior to the conversion date. The Company also issued the investor a five-year warrant to purchase 500,000 shares of common stock at an exercise price of $0.01 per share. The warrant also includes a cashless net exercise provision. The Company granted piggyback registration rights for the shares of common stock underlying the warrant and the shares of common stock issuable pursuant to the note.

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On February 17, 2012, the Company borrowed $100,000. The convertible promissory note bears interest at 5% per annum and matures on August 16, 2013. The Company has the option to pay the interest with its common stock at the closing bid price immediately prior to the due date. The investor has the option to convert the promissory note into shares of common stock at the closing bid price immediately prior to the conversion date. In addition, the Company has the option to convert the promissory note into shares of common stock at the closing bid price 30 days prior to the maturity date if the price per share is at least $0.01. The Company also issued the investor a five-year warrant to purchase 1,000,000 shares of common stock at an exercise price of $0.01 per share. The warrant includes a cashless net exercise provision. The Company granted piggyback registration rights for the shares of common stock underlying the warrant and the shares of common stock issuable pursuant to the note.

On April 18, 2012, the Company borrowed $50,000. The convertible promissory note bears interest at 5% per annum and matures on October 17, 2013. The Company has the option to pay the interest with its common stock at the closing bid price immediately prior to the due date. The investor has the option to convert the promissory note into shares of common stock at the closing bid price immediately prior to the conversion date. In addition, the Company has the option to convert the promissory note into shares of common stock at the closing bid price 30 days prior to the maturity date if the price per share is at least $0.01. The Company also issued the investor a five-year warrant to purchase 500,000 shares of common stock at an exercise price of $0.01 per share. The warrant includes a cashless net exercise provision. The Company granted piggyback registration rights for the shares of common stock underlying the warrant and the shares of common stock issuable pursuant to the note.

On July 18, 2012, the Company entered into a subscription agreement with a third party ("a third party") for the purchase of a convertible promissory note in the aggregate principal amount of $100,000. The note accrues interest at a rate of 5% per annum and became due on January 31, 2013. The Company is in default on this note. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price of $0.0075 per share. The Company recorded a beneficial conversion discount of $29,333 based on the fair value of the common stock into which the note was convertible to on the commitment date and allocated $70,667 of the proceeds to the discounted value of the note.

On July 31, 2012, the Company borrowed a total of $7,000 from two individuals. The convertible promissory notes bear interest at 5% per annum and mature on January 31, 2014. The Company has the option to pay the interest with its common stock at the closing bid price immediately prior to the due date. The investors have the option to convert the promissory note into shares of common stock at the closing bid price (but not less than $0.01 per share) immediately prior to the conversion date. In addition, the Company has the option to convert the promissory notes into shares of common stock at the closing bid price 30 days prior to the maturity date if the price per share is at least $0.01. The Company also issued the investors a five-year warrant to purchase a total of 70,000 shares of common stock at an exercise price of $0.01 per share. The warrants include a cashless net exercise provision and the investors have piggyback registration rights for the shares of common stock underlying the warrant and the shares of common stock issuable pursuant to the notes. The Company allocated $443 of the proceeds to the warrants and $6,557 of the proceeds to the discounted value of the note based on their relative fair values. In August 2012, the investors converted their notes into a total of 700,000 shares of common stock.

On September 14, 2012, the Company borrowed $25,000 from a stockholder. The convertible promissory note bears interest at 5% per annum and matures on March 14, 2014. The Company has the option to pay the interest with its common stock at the closing bid price immediately prior to the due date. The investor has the option to convert the promissory note into shares of common stock at the closing bid price (but not less than $0.01 per share) immediately prior to the conversion date. In addition, the Company has the option to convert the promissory notes into shares of common stock at the closing bid price 30 days prior to the maturity date if the price per share is at least $0.01. The Company also issued the investor a five-year warrant to purchase a total of 250,000 shares of common stock at an exercise price of $0.01 per share. The warrant includes a cashless net exercise provision and the investor has piggyback registration rights for the shares of common stock underlying the warrant and the shares of common stock issuable pursuant to the note. The Company allocated $1,536 of the proceeds to the warrants and $23,464 of the proceeds to the discounted value of the note based on their relative fair values.

On March 22, 2013, the Company borrowed $35,000 from a third party. The convertible promissory note bears interest at 5% per annum and matures on December 31, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the ten days prior to the conversion. The Company recorded a beneficial conversion discount of $23,333 based on the fair value of the common stock into which the note is convertible to and allocated $11,667 of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

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On May 6, 2013, the Company borrowed $10,000 from a third party. The convertible promissory note bears interest at 5% per annum and matures on December 31, 2013. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the fifteen days prior to the conversion. The Company recorded a beneficial conversion discount of $10,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On July 1, 2013, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on January 31, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On August 1, 2013, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on February 28, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On September 1, 2013, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on March 31, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On September 5, 2013, an Investor advanced the Company $15,000 in a Promissory Note. The Promissory Note has a one year term, an interest rate of ten percent and a ten percent original issue discount (“OID”). An OID represents the difference between the amount received and the face value of the note. The Promissory Note has a face value of $17,500, and the OID will be amortized into expense pro-rata over the term of the Note. Shares of Common Stock to be issued upon conversion of each tranche shall be determined by dividing (a) the conversion amount by (b) the Market Price. The “Market Price” is defined as 50% of the lowest closing bid price for the thirty (30) days immediately preceding the conversion date.

On September 20, 2013, an Investor exchanged its remaining interest, $100,000, in the Series E 5% convertible Preferred stock plus accrued dividends of $14,282 into a new Secured Note for $114,282. The Secured Note matures on September 30, 2014 and has an interest rate of five percent. Shares of Common Stock to be issued upon conversion of each tranche shall be determined by dividing (a) the conversion amount by (b) the Market Price. The “Market Price” is defined as 50% of the lowest closing bid price for the thirty (30) days immediately preceding the conversion date.

On October 1, 2013, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on April 30, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On October 9, 2013, the Company issued a note for $75,000 for fees. The Promissory Note matures on July 9, 2014, has an interest rate of ten percent and a ten percent original issue discount (“OID”). An OID represents the difference between the amount received and the face value of the note. The Promissory Note has a face value of $82,500, and the OID will be amortized into expense pro-rata over the term of the Note. Shares of Common Stock to be issued upon conversion of each tranche shall be determined by dividing (a) the conversion amount by (b) the Market Price. The “Market Price” is defined as 50% of the lowest closing bid price for the thirty (30) days immediately preceding the conversion date. The Note was originally reported as $79,000 in error.

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On November 1, 2013, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on May 31, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On December 1, 2013, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on June 30, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On January 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on July 31, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On February 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on August 31, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On February 28, 2014, an Investor advanced the Company $5,000 in a Promissory Note. The Promissory Note matures on March 31, 2015, an interest rate of ten percent Shares of Common Stock to be issued upon conversion of each tranche shall be determined by dividing (a) the conversion amount by (b) the Market Price. The “Market Price” is defined as 50% of the lowest closing bid price for the thirty (30) days immediately preceding the conversion date.

On March 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on September 30, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On April 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on September 30, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On April 16, 2014, an Investor advanced the Company $42,500 in a Promissory Note. The Promissory Note has a six-month term, an interest rate of ten percent. Net proceeds to the Company were $40,000. $2,500 was recorded as a Deferred financing cost and will be amortized over the life of the Note Shares of Common Stock to be issued upon conversion of each tranche shall be determined by dividing (a) the conversion amount by (b) the Market Price. The “Market Price” is defined as 58% of the average of the three lowest closing bid prices for the ten (10) days immediately preceding the conversion date.

40

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On May 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on October 31, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On June 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on November 30, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

Our ability to draw down funds under the Equity Purchase Agreement is subject to a number of conditions set forth in the Equity Purchase Agreement, as are more fully discussed in the Risk Factors Section entitled “Risks Related to Market Conditions.”

Commitments and Contingencies

The Company currently leases office space on a month to month basis. During fiscal 2014, the company had monthly lease payments of approximately $2,000.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders. As of June 30, 2014, the Company had warrants outstanding for the purchase of 2,075,000 shares of common stock. The Company does not expect any material cash proceeds from exercise of these warrants. As of June 30, 2013, the Company had stock options outstanding for the purchase of 46,690,000 shares of common stock. In addition, on March 7, 2011, the Company entered into an Equity Purchase Agreement with an Investor. Pursuant to the Equity Purchase Agreement, the Investor committed to purchase up to $5,000,000 of our common stock over the course of 24 months commencing on the effective date of our registration statement pursuant to the registration rights agreement. The registration statement was declared effective on February 9, 2012; a post-effective amendment was filed on June 1, 2012 and was declared effective on June 13, 2012. Our ability to draw down funds under the Equity Purchase Agreement is subject to a number of conditions set forth in the Equity Purchase Agreement, as are more fully discussed in the Risk Factors Section entitled “Risks Related to Market Conditions.”

Effect of inflation and changes in prices

Management does not believe that inflation and changes in price has had or will have a material effect on operations.

Critical Accounting Policies and Estimates

The preparation of our financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the financial statements and the amounts of revenues and expenses recorded during the reporting periods. We base our estimates on historical experience, where applicable and other assumptions that we believe are reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions.

The sections below present information about the nature of and rationale for our critical accounting policies.

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Principles of Consolidation and Discontinued Operations

As a result of the reverse acquisition, the accompanying consolidated financial statements include the operations of AccelPath (the accounting acquirer) and its affiliate. AccelPath provided management services to a professional limited liability company (“PLLC”) in states where laws prohibit business corporations from providing pathology interpretations through the direct employment of pathologists. AccelPath had a long term professional service and administrative support agreements with such PLLC. A nominee shareholder owns all the equity of the PLLC. On March 2, 2012, the PLLC was dissolved.

AccelPath followed accounting guidance concerning certain matters related to physician practice management entities (“PPMs”) with contractual management arrangements. The accounting guidance provides a listing of criteria which, when applied to the contractual arrangements between PPMs and the medical practice company, indicate whether or not they should be consolidated. In accordance with the criteria outlined, AccelPath included the accounts and the operations of the PLLC.

The accompanying consolidated financial statements also includes the operations of our inactive wholly-owned subsidiary, Genex Technologies, Inc. and our 49% owned subsidiary Technest, Inc. (see Note 5) since the March 4, 2011 reverse acquisition. Technest, Inc. conducts research and development in the field of computer vision technology and we have the right of first refusal to commercialize products resulting from this research and development. The Company’s former Chief Executive

Officer beneficially owns 23% of Technest, Inc., an employee owns 23% and an unrelated third party owns 5%. Technest, Inc. is considered a variable interest entity (VIE) for which the Company is the primary beneficiary.

The Company consolidates all entities in which the Company holds a “controlling financial interest.” For voting interest entities, the Company is considered to hold a controlling financial interest when the Company is able to exercise control over the investees’ operating and financial decisions. For variable interest entities (“VIEs”), the Company is considered to hold a controlling financial interest when it is determined to be the primary beneficiary. For VIEs, a primary beneficiary is a party that has both: (1) the power to direct the activities of a VIE that most significantly impact that entity's economic performance, and (2) the obligation to absorb losses, or the right to receive benefits, from the VIE that could potentially be significant to the VIE. The determination of whether an entity is a VIE is based on the amount and characteristics of the entity's equity.

All significant inter-company balances and transactions have been eliminated in consolidation.

Included in the assets acquired by AccelPath in the March 4, 2011 reverse acquisition were assets and liabilities related to discontinued operations. In May 2007, our directors approved a plan to divest the operations of EOIR Technologies, Inc. (“EOIR”). On September 10, 2007, the Company and its wholly owned subsidiary, EOIR entered into a Stock Purchase Agreement (“SPA”) with EOIR Holdings LLC (“LLC”), a Delaware limited liability company, pursuant to which we sold EOIR to LLC. The transaction was structured as a stock sale in which LLC acquired all of the outstanding stock of EOIR in exchange for approximately $34 million in cash, $11 million of which was paid at closing and $23 million of which was payable upon the successful re-award to EOIR of the contract with the U.S. Army's Night Vision and Electronics Sensors Directorate (“NVESD”). This transaction closed on December 31, 2007. On August 4, 2008, EOIR was one of three companies awarded the U.S. Army's NVESD contract with a funding ceiling of $495 million. The contingent purchase price of $23 million was due as of August 21, 2008 in accordance with the SPA.

On August 26, 2008, LLC notified the Company that, in their opinion, the conditions set forth in the SPA triggering payment of the contingent purchase price had not been satisfied. On August 21, 2009, an American Arbitration Association Panel of three arbitrators awarded the Company $23,778,403. The $23,778,403 included $830,070 of interest through the date of the Award and was subject to additional interest at 3.25% through date of payment. On October 26, 2009, the Company entered into a Settlement Agreement with LLC and EOIR settling all claims related to the SPA (see Note 1).

The assets and liabilities related to the sale of EOIR and related legal and other costs incurred to collect the contingent consideration were acquired by AccelPath in the reverse acquisition and are presented as a discontinued operation in the consolidated financial statements.

Concentrations

All of Technest Inc.’s revenues are currently generated from individual customers within the Department of Defense and the National Institute for Health under Small Business Innovative Research contracts. These contracts do not contain extension or renewal terms and there was no remaining backlog at June 30, 2014 or June 30, 2013.

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During the year ended June 30, 2014, all of AccelPath’s revenues were generated by one contract.

Risks associated to companies in the homeland defense technology industry and the anatomic pathology market, include, but are not limited to, the development by our competitors of new technological innovations, dependence on key personnel, protection of proprietary technology and loss of significant customers.

From time to time we have cash balances in banks in excess of the maximum amount insured by the FDIC.

Impairment of Goodwill

Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible net assets acquired in business combinations. Accounting guidance requires us to test goodwill for impairment at least annually at the reporting unit level in lieu of being amortized and requires a two-step impairment test for goodwill and intangible assets with indefinite lives. The first step is to compare the carrying amount of the reporting unit's net assets to the fair value of the reporting unit. If the fair value exceeds the carrying value, no further work is required and no impairment loss is recognized. If the carrying amount exceeds the fair value, then the second step is required to be completed, which involves allocating the fair value of the reporting unit to each asset and liability, with the excess being implied goodwill. An impairment loss occurs if the amount of the recorded goodwill exceeds the implied goodwill.

To estimate the fair value of its reporting unit containing the goodwill, the Company utilizes a discounted cash flow model on the Technest operating segment. In estimating fair value, management relies on and considers a number of factors, including but not limited to, future revenue growth by product/service line, operating profit margins and overhead expenses. Subsequent to the acquisition we reassessed the potential for new contracts and due to employee turnover and other factors we expect limited future revenues beyond the current backlog.

The Company considered the fair value of the Technest reporting unit and concluded that its goodwill balance of approximately $1.2 million at June 30, 2011 was impaired. Therefore, the Company recognized an impairment loss of approximately $1.2 million in the fourth quarter of the year ended June 30, 2011. During the year ended June 30, 2012, the Company adjusted the contingent value rights payable acquired in the reverse acquisition which resulted in an additional goodwill impairment loss of $48,158. There was no goodwill at June 30, 2014 and 2013.

Estimated Useful Lives of Amortizable Intangible Assets

In the reverse acquisition, the Company acquired Technest, Inc.’s existing customer contracts with the National Institute of Health and the Department of Defense. The amounts assigned to these definite-lived intangible assets were determined based on a discounted cash flow of existing backlog and a projection of existing customer revenue. These assets were being amortized over the contractual terms of the existing contracts plus anticipated contract renewals.

Impairment of Long-Lived Assets

We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets, including amortizable intangible assets, may not be recoverable. We recognize an impairment loss when the carrying value of an asset exceeds expected cash flows. Accordingly, when indicators or impairment of assets are present, we evaluate the carrying value of such assets in relation to the operating performance and future undiscounted cash flows of the underlying business. Our policy is to record an impairment loss when we determine that the carrying amount of the asset may not be recoverable.

At June 30, 2012, the Company tested its long-lived assets for impairment and recorded an impairment charge of $116,668 on its customer contracts intangible asset. These contracts do not contain extension or renewal terms and there was no remaining backlog at June 30, 2012. No impairment charges were recorded in the year ended June 30, 2014 and 2013.

Revenue Recognition

Revenues from medical diagnostic services are recognized upon completion of the services and the billing to customers. Billings for services expected to be reimbursed by third party payers are recorded as revenues net of allowances for differences between amounts billed and the estimated receipts from such payers and are based on our assessment of collection. Billings for services directly to hospitals are fixed in advance and are considered collectible by us.

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Revenues from time and materials contracts are recognized as costs are incurred and billed. Revenues from firm fixed price contracts are recognized on the percentage-of-completion method, either measured based on the proportion of costs recorded to date on the contract to total estimated contract costs or measured based on the proportion of labor hours expended to date on the contract to total estimated contract labor hours, as specified in the contract. Revenues from firm fixed price contracts with payments tied to milestones are recognized when all milestone requirements have been achieved and all other revenue recognition criteria have been met. Costs incurred on firm fixed price contracts with milestone payments are recorded as work in process until all milestone requirements have been achieved.

Provisions for estimated losses on all contracts are made in the period in which such losses become known. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

Impact of Recently Issued Accounting Standards

The Company has reviewed recent accounting pronouncements and other recently issued, but not yet effective accounting standards and believes that these will not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

Item 8. Financial Statements and Supplementary Data

The financial statements required by this Item include (1) Report of Independent Registered Public Accounting Firm; (2) Balance Sheets; (3) Statements of Operations, Statements of Cash Flows, Statement of Stockholders’ Deficit; and (4) Notes to Financial Statements.

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ACCELPATH, INC.

(Formerly - TECHNEST HOLDINGS, INC.)

CONSOLIDATED FINANCIAL STATEMENTS

INDEX

		Page Number
AccelPath, Inc. and Subsidiaries
Years ended June 30, 2014 and 2013
Reports of Independent Registered Public Accounting Firms		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Changes in Stockholders’ Deficit		F-5
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements		F-9

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

AccelPath, Inc. (formerly - Technest Holdings, Inc.) and Subsidiaries

New York City, New York

We have audited the accompanying balance sheet of AccelPath, Inc. (formerly - Technest Holdings, Inc.) and Subsidiaries as of June 30, 2014 and 2013 and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the years 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 audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AccelPath, Inc. (formerly - Technest Holdings, Inc.) and Subsidiaries at June 30, 2014 and 2013, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that AccelPath, Inc. (formerly - Technest Holdings, Inc.) and Subsidiaries will continue as a going concern. As more fully described in Note 2, the Company had an accumulated deficit at June 30, 2014, a net loss and net cash used in operating activities for the fiscal year then ended. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

/s/ John Scrudato CPA

Califon, New Jersey

September 19, 2014

F-2

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AccelPath, Inc. (Formerly Technest Holdings, Inc.)

Balance Sheets

(Audited)

					June 30,			June 30
					2014			2013
Assets
	Current assets
		Cash and cash equivalents		$	26,640	$		1,201
		Deferred Financing costs			1,470			-
		Total current assets			28,110			1,201
		Property and equipment - net			59,598			78,719
		Investment in Unconsolidated Subsidiary			1,039,074			-
		Total non-Current assets			1,098,672			78,719
		Total assets		$	1,126,782	$		79,920
Liabilities and Stockholders' (Deficit)
	Current Liabilities
		Accounts payable		$	1,261,579	$		1,261,579
		Accrued expenses and other current liabilities			406,592			759,702
		Accrued compensation			371,555			306,555
		Derivative Liability			66,962			-
		Current portion of notes payable- net of discounts of $126,722 and $12,219 at June 30, 2014 and June 30, 2013, respectively			647,448			384,785
		Total current liabilities			2,754,137			2,712,621
		Long-term portion of notes payable- net of discounts of $-0- and $31,400 at March 31, 2014 and June 30, 2012, respectively			-			116,954
		Total Liabilities			2,754,137			2,829,575
	Stockholders' (Deficit)
		Preferred stock- Series E 5% Convertible; stated value $1,000 per share; -0- and 100 shares issued and outstanding at June 30, 2014 and June 2013, respectively (preference in liquidation at March 31, 2014 and June 30, 2013 of $-0- and $115,239 respectively			-			100,000
		Preferred stock- Series F Convertible; stated value $1,000 per share; 90 shares issued and outstanding at June 30, 2014 and June 30, 2013			90,000			90,000
		Preferred stock- Series G Convertible; stated value $1,000 per share; No shares issued and outstanding at June 30, 2014 and June 30, 2013			-			-
		Preferred stock- Series H Convertible; stated value $1,000 per share; 51 shares issued and outstanding at June 30, 2014 and June 30, 2013			-			-
		Preferred stock- Series I Convertible; stated value $1,000 per share; 3,500 and 0 shares issued and outstanding at June 30, 2014 and June 30, 2013, respectively. Par value $.001, 3,500 shares authorized			4			-
		Common stock, $0.001 par value, 9,950,000,000 shares authorized; 16,485,064 and 1,458,302 issued and outstanding at June 30, 2014 and June 30, 2013, respectively			16,485			1,442
		Additional paid-in capital			8,447,315			4,731,112
		Accumulated Deficit			(9,979,082)			(7,470,132)
		Total stockholders' (deficit) of AccelPath, Inc.			(1,425,279)			(2,547,579)
		Non-Controlling interest			(202,077)			(202,077)
		Total stockholders' (deficit)			(1,627,356)			(2,749,656)
		Total liabilities and stockholders' (deficit)		$	1,126,781	$		79,919

F-3

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AccelPath, Inc. (Formerly Technest Holdings, Inc.)

Consolidated Statements of Operations

For the Years Ended June 30, 2014 and 2013

(Audited)

				Year Ended June 30,
				2014		2013
Revenues			$	216,000	$	334,616
	Cost of Revenues			-		-
	Gross Profits			216,000		334,616
Operating Expenses
	Selling General and Administrative Expenses			855,338		2,024,945
Total Operating Expenses				855,338		2,024,945
Operating Loss				(639,338)		(1,690,329)
Other Income (Expense)
	Interest expense			(480,864)		(178,386)
	Loss on Conversion of Debt			(1,334,291)		(138,390)
	Derivative Liability Expense			(245,663)		-
	Adjustment to Fair Value of Derivative Liability			178,701		-
	Loss on terminated acquisition			-		(30,648)
	Technology licensing Income			12,505		43,586
		Total Other (Expense) - net		(1,869,612)		(303,838)
Net Income (Loss)				(2,508,950)		(1,994,167)
Net income (Loss) attributable to non-controlling interest				-		17,475
Net Income (Loss) Accelpath, Inc.				(2,508,950)		(1,976,692)
Deemed and cash dividends to Preferred Stockholders				(1,139)		(365,617)
Net loss applicable to Common shareholders			$	(2,510,089)	$	(2,342,309)
Net loss per common share - basic and diluted			$	(0.60)	$	(2.15)
Weighted average number of common shares outstanding
	during the period/year - basic and diluted			4,149,495		926,238

F-4

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F-5

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F-6

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AccelPath, Inc. (Formerly Technest Holdings, Inc.)

Consolidated Statements of Cash Flows

(Audited)

			Year Ended June 30,
			2014		2013
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss	$	(2,508,950)	$	(1,994,167)
	Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
	Loss from Conversion of debt		1,334,291		138,390
	Stock based compensation		433,190		526,113
	Depreciation and amortization of property and equipment		19,120		14,956
	Amortization of Deferred Financing Costs		1,030		-
	Amortization of note payable discount		417,893		119,590
	Warrants issued for notes payable extension		-		13,990
	Compensation for Issuance of Series H Preferred stock		-		60,000
	Interest expense converted into common stock		-		1,692
	Liability for common stock to be issued		-		(12,091)
	Derivative Liability Expense		245,663		-
	Adjustment to Fair Value of Derivative Liability		(178,701)		-
	Restricted Stock Award Expense		-		20,833
	Amortization of Original Issue Discount		12,366		-
	Accrued interest and legal fees issued for notes		17,412		-
	Previously Accrued dividends converted to notes payable		13,143		-
	Reduction in liabilities for issuance of common stock		12,091		-
	Changes in operating assets and liabilities:
	(Increase) decrease in accounts receivables		-		40,942
	Decrease (Increase) in Deposits, prepaid expenses and other assets		-		2,000
	Increase (decrease) in accounts payable		-		(10,311)
	Increase (decrease) in Accrued Expenses and other liabilities		(353,109)		543,158
	Increase in Accrued compensation		65,000		140,207
	Liabilities related to discontinued operations		-		(638,308)
	Net cash provided by (used in) operating activities		(469,561)		(1,033,007)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Elimination of Restricted cash		-		638,304
	Purchase of property and equipment		-		(28,200)
	Net cash used in investing activities		-		610,104
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from issuance of notes payable and common stock warrants		497,500		311,700
	Deferred Financing Costs paid		(2,500)		-
	Proceeds from issuance of Series F Preferred stock		-		90,000
	Proceeds from issuance of common stock		-		6,000
	Net cash provided by financing activities		495,000		407,700
Net (Decrease) in Cash			25,439		(15,203)
	Cash - Beginning of Period/Year		1,201		16,404
	Cash - End of Period/Year	$	26,640	$	1,201
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash paid during the period/year for:
	Interest	$	-	$	-
	Income Taxes	$	-	$	-

F-7

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SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
	Fair value of common stock warrants issued with convertible notes payable	$	-	$	15,000
	Fair value of beneficial conversion feature on notes payable	$	365,000	$	311,700
	Notes payable, accrued interest and other fees converted to common stock	$	428,333	$	173,310
	Preferred Stock- Series E converted to Notes payable, including accrued dividends of $14,282 and $5,834, respectively for September 30, 2013 and September 30, 2012	$	114,282	$	105,834
	Cash dividend accrued on Preferred Stock-Series E	$	1,138	$	4,218

F-8

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ACCELPATH, INC. (Formerly - TECHNEST HOLDINGS INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2012 AND 2011

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Business

AccelPath, Inc. (formerly - Technest Holdings, Inc.) (the “Company”) includes its wholly-owned subsidiaries AccelPath, LLC (“AccelPath”) and Genex Technologies, Inc., and its 49% owned subsidiary Technest, Inc. (“Technest”). See Basis of Presentation below. The Company has two primary businesses: AccelPath, which is in the business of enabling pathology diagnostics and Technest, which is in the business of the design, research and development, integration, sales and support of three-dimensional imaging devices and systems.

Name Change and Domicile Change

On February 7, 2012, the Board of Directors approved and recommended a change in the Company’s name from Technest Holdings, Inc. to AccelPath, Inc. and a change in the domicile of the Company from Nevada to Delaware. On February 17, 2012, the stockholders approved the name change and the domicile change. The name change and domicile change became effective on May 2, 2012.

Reverse Acquisition

On March 4, 2011, the Company acquired its wholly-owned subsidiary, AccelPath. The former members of AccelPath received an aggregate of 86,151,240 (344,605, post 1:250 reverse split) shares of the Company’s common stock and, immediately after the transaction, owned 72.5% of the Company’s issued and outstanding common stock. Immediately prior to the merger, the Company had 32,678,056 (130,712 post 1:250 reverse split) shares of common stock outstanding. Following the acquisition, AccelPath began operating as a wholly-owned subsidiary of the Company.

Accounting principles generally accepted in the United States generally require that a company whose security holders retain the majority voting interest in the combined business be treated as the acquirer for financial reporting purposes. The acquisition was accounted for as a reverse acquisition whereby AccelPath was deemed to be the accounting acquirer. Accordingly, the results of operations of the Company have been included in the consolidated financial statements since the date of the reverse acquisition. The historical financial statements of AccelPath are presented as the historical financial statements of the Company.

As the accounting acquirer, AccelPath acquired tangible assets consisting of cash of $93,416, accounts receivable of $32,307, inventory of $19,388, assets related to discontinued operations of $5,000,000, property and equipment of $3,707, and prepaid expenses and other assets of $61,644 and identifiable intangible assets of $350,000 related to existing customer contracts. AccelPath assumed accounts payable of $336,467, accrued expenses of $141,870, accrued income taxes of $369,816, contingent value rights payable of $3,194,247 and liabilities related to discontinued operations of $1,045,374. The fair value of the Company’s net assets acquired on the date of the acquisition, based on management’s analysis of the fair value of the Company’s stock transferred, was $1,633,904. AccelPath recorded goodwill of $1,161,215 for the excess of purchase price over the net assets acquired.

Unaudited pro forma operating results for the year ended June 30, 2011, assuming the reverse acquisition had been made as of July 1, 2010, are as follows:

Revenues		$	1,862,667
Net loss applicable to common shareholders		$	(3,103,629
Net loss per share – basic and diluted		$	(0.026)

All share and per share amounts presented in these consolidated financial statements have been retroactively restated to reflect the 33.327365 exchange ratio of AccelPath member interests to the Company’s common shares in the merger.

F-9

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Basis of Presentation

As a result of the reverse acquisition, the accompanying consolidated financial statements include the operations of AccelPath (the accounting acquirer) and its former affiliate. AccelPath provided management services to a professional limited liability company (“PLLC”) in states where laws prohibit business corporations from providing pathology interpretations through the direct employment of pathologists. AccelPath had a long term professional service and administrative support agreements with such PLLC and a nominee shareholder owns all the equity of the PLLC. On March 2, 2012, the PLLC was dissolved.

AccelPath followed the accounting guidance concerning certain matters related to physician practice management entities (“PPMs”) with contractual management arrangements. The accounting guidance provides a listing of criteria which, when applied to the contractual arrangements between PPMs and the medical practice company, indicate whether or not they should be consolidated. In accordance with the criteria outlined, AccelPath had consolidated the accounts and operations of the PLLC until it was dissolved on March 2, 2012.

The accompanying consolidated financial statements also include the operations of the Company’s inactive wholly-owned subsidiary, Genex Technologies, Inc. and its 49% owned subsidiary Technest, Inc. (see Note 5) since the date of the reverse acquisition. Technest, Inc. conducts research and development in the field of computer vision technology and the Company has the right of first refusal to commercialize products resulting from this research and development. The Company’s former Chief Executive Officer beneficially owns 23% of Technest, Inc., an employee owns 23% and an unrelated third party owns 5%. Technest, Inc. is considered a variable interest entity (VIE) for which the Company is the primary beneficiary.

The Company consolidates all entities in which the Company holds a “controlling financial interest.” For voting interest entities, the Company is considered to hold a controlling financial interest when the Company is able to exercise control over the investees’ operating and financial decisions. For variable interest entities (“VIEs”), the Company is considered to hold a controlling financial interest when it is determined to be the primary beneficiary. For VIEs, a primary beneficiary is a party that has both: (1) the power to direct the activities of a VIE that most significantly impact that entity's economic performance, and (2) the obligation to absorb losses, or the right to receive benefits, from the VIE that could potentially be significant to the VIE. The determination of whether an entity is a VIE is based on the amount and characteristics of the entity's equity.

All significant inter-company balances and transactions have been eliminated in consolidation. Certain amounts have been reclassified in the prior year financial statements to conform to the current year presentation.

Settlement Agreement Related to the Sale of EOIR Technologies, Inc.

On October 26, 2009, the Company entered into a Settlement Agreement with EOIR Holdings, LLC (“LLC”) and EOIR Technologies, Inc. (“EOIR”), settling all claims related to the Stock Purchase Agreement (see Note 4).

Under the terms of the Settlement Agreement, LLC agreed to pay the Company $18,000,000 no later than December 25, 2009 and an additional $5,000,000 within sixty days of EOIR being awarded a contract under the Warrior Enabling Broad Sensor Services (WEBSS) Indefinite Delivery Indefinite Quantity contract or any contract generally recognized to be a successor contract to its current STES contract. The additional $5,000,000 was also payable to the Company in the event that EOIR was awarded task orders under its current STES contract totaling $495,000,000.

On December 24, 2009, LLC paid the Company $18,000,000 and the actions pending between the parties were dismissed in accordance with the Settlement Agreement. The Company paid out of the proceeds received $3,621,687 of previously recorded liabilities related to the sale of EOIR and related litigation and $13,134,741 as a return of capital dividend to our shareholders. The Company recorded a $154,000 discount on the $5 million contingent receivable. The financial statements for the year ended June 30, 2011 include interest income of $5,305 related to this discount. The release of the WEBSS contract fell behind original expectations and was finally awarded in March 1812. The $5 million contingent receivable, which was acquired by AccelPath in the reverse acquisition, was collected on April 24, 2012.

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2. GOING CONCERN UNCERTAINTY AND MANAGEMENT’S PLAN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. The Company has incurred net losses applicable to common stockholders of $2,510,089 and $2,726,027 for the years ended June 30, 2014 and 2013, respectively, and has experienced an operating cash flow deficit in both 2014 and 2013. Further, the Company has a working capital deficit of $2,726,027 and a stockholders’ deficit of $1,627,356 at June 30, 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

There is no assurance that the Company can reverse its net losses, or that the Company will be able to raise additional capital. These financial statements do not include any adjustments that might result from the outcome of the above uncertainty.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the accompanying consolidated 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 of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Concentrations and Risks

Substantially all of Technest, Inc.’s revenues were currently generated from individual customers within the Department of Defense and the National Institute for Health under Small Business Innovative Research contracts. These contracts do not contain extension or renewal terms and there was no remaining backlog at June 30, 2014 and June 30, 2013

 

During the year ended June 30, 2014, all of AccelPath’s revenues were generated from one contract. During the year ended June 30, 2013, all of AccelPath’s revenues were generated from two laboratories and one hospital.

Risks associated to companies in the homeland defense technology industry and the anatomic pathology market, include, but are not limited to, the development by its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology and loss of significant customers.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of ninety days or less to be cash equivalents.

Restricted Cash

Restricted cash represents cash held in escrow pending final settlement of certain liabilities related to discontinued operations. The Company had no restrictions on cash at June 30, 2014 or June 30, 2013.

Accounts Receivable

At June 30, 2014 and June 30, 2013, all invoiced receivables had been received.

Historically, an allowance for doubtful accounts is determined based on management's best estimate of probable losses inherent in the accounts receivable balance. Management will assesses the allowance based on known troubled accounts, historical experience and other currently available evidence.

There were no unbilled receivables at June 30, 2014 and 2013.

During the years ended June 2014 and June 2013, there were no charges for allowances for doubtful accounts.

F-11

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Inventory and Work in Process

Inventories, if any, are stated at the lower of cost or market. Cost is determined by the first-in, first-out method and market represents the lower of replacement costs or estimated net realizable value. Work in process represents allowable costs incurred but not billed related to time and material contracts. Costs incurred on firm fixed price contracts with milestone payments are recorded as work in process until all milestone requirements have been achieved.

Property and Equipment,

 

Property and equipment are valued at cost and are being depreciated over their useful lives using the straight-line method for financial reporting purposes. Routine maintenance and repairs are charged to expense as incurred. Expenditures which materially increase the value or extend useful lives are capitalized.

The Company accounts for internally developed software by capitalizing development costs incurred during the application development stage until the software is ready for its intended use. Capitalized internal use software development costs are amortized on a straight line basis over the estimated useful life of the software, beginning on the date the software is completed and available for use. Development costs of minor upgrades and enhancements are expensed as incurred. Net capitalized development costs are reviewed for impairment annually by management.

 

Property and equipment are depreciated over the estimated useful lives of assets as follows:

Software		5 years
Computer equipment		3 years
Furniture and fixtures		5 years
Laboratory equipment		5 years

Property and equipment consisted of the following at June 30, 2014 and 2013:

		2014		2013
Software	$	89,450	$	61,250
Computer equipment		3,466		3,466
Furniture and fixtures		239		239
Laboratory equipment		6,193		6,193
		99,348		71,148
Less accumulated depreciation		(39,750)		(20,629)
	$	59,598	$	78,719

Depreciation and amortization expense for the years ended June 30, 2014 and 2013 was $19,120 and $4,424, respectively.

Customer Contracts

In the reverse acquisition, the Company acquired Technest, Inc.’s existing customer contracts with the National Institute of Health and the Department of Defense. The amounts assigned to these definite-lived intangible assets were determined by management based on a discounted cash flow of existing backlog and a projection of existing customer revenue.

The customer contracts had a cost basis of $350,000 and were fully amortized as of June 30, 2012. Amortization expense was $-0- and for the years ended June 30, 2014 and 2013

F-12

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Fair Value Measurements

Financial instruments are recorded at fair value in accordance with the standard for “Fair Value Measurements codified within ASC 820.” Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1-Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2-Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3-Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

Unless otherwise indicated, the fair values of financial instruments approximate their carrying amounts. By their nature, all financial instruments involve risk, including credit risk for non-performance by counterparties. The fair value of cash, accounts receivable, accounts payable, notes payable, discontinued operating assets and liabilities and the contingent value rights payable approximate their recorded amounts because of their relatively short settlement terms.

The Company also applies fair value accounting guidance to measure non-financial assets and liabilities such as business acquisitions and asset impairments. These assets and liabilities are subject to fair value adjustments only in certain circumstances and are not subject to recurring revaluations. These items are primarily valued using the present value of estimated future cash inflows and/or outflows. Given the unobservable nature of these inputs, they are deemed to be Level 3. During the year ended June 30, 2012, the Company recognized impairment on its long-lived assets (see below).

 

Operating Segments

 

The Company operates in two operating segments which are consistent with its internal organization. The major segments are medical diagnostic services, and government contracting in the business of research and development, design and fabrication of 3D imaging and of intelligent surveillance products.

 

Revenue Recognition

 

Revenues from medical diagnostic services are recognized upon completion of the services and the billing to customers. Billings for services expected to be reimbursed by third party payers are recorded as revenues net of allowances for differences between amounts billed and the estimated receipts from such payers and are based on management’s assessment of collection. Billings for services directly to hospitals are fixed in advance and are considered collectible by management.

 

Government contracting revenues from time and materials contracts are recognized as costs are incurred and billed. Allowable costs incurred but not billed as of a period end are recorded as work in process.

 

Government contracting revenues from firm fixed price contracts, if any, are recognized on the percentage-of-completion method, either measured based on the proportion of costs recorded to date on the contract to total estimated contract costs or measured based on the proportion of labor hours expended to date on the contract to total estimated contract labor hours, as specified in the contract. Revenues from firm fixed price contracts with payments tied to milestones are recognized when all milestone requirements have been achieved and all other revenue recognition criteria have been met. Costs incurred on firm fixed price contracts with milestone payments are recorded as work in process until all milestone requirements have been achieved.

 

Provisions for estimated losses on all contracts are made in the period in which such losses become known. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

F-13

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Technology Licensing Income

Technology licensing income consists of income related to the licensing of certain intellectual property under a settlement agreement with a former employee. The Company has collected and recognized the entire $120,000 licensing fee in the settlement agreement and is entitled to additional licensing fees based on future events.

Research and Development

 

The Company charges unfunded research and development costs to expense as incurred. Funded research and development is part of the Company’s revenue base and the associated costs are included in cost of revenues. The Company capitalizes costs related to acquired technologies that have achieved technological feasibility and have alternative uses. Acquired technologies which do not meet these criteria are expensed as in-process research and development costs.

Income Taxes

 

The Company allocates current and deferred taxes to its subsidiaries as if each were a separate tax payer. The Company has no unrecognized tax benefits or uncertainties requiring additional disclosures.

 

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. A deferred tax asset is recorded for net operating loss and tax credit carry forwards to the extent that their realization is more likely than not. The deferred tax benefit or expense for the period represents the change in the deferred tax asset or liability from the beginning to the end of the period.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

 

The Company is primarily subject to U.S. federal income tax, and Maryland and Massachusetts state income taxes.

The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense.

Loss Per Share

 

Basic and diluted net loss per common share available to common shareholders has been computed based on the weighted average number of shares of common stock outstanding during the periods presented. Basic and diluted net loss per common share is computed by dividing net loss by the weighted-average common shares outstanding during the year.

 

Common stock equivalents, consisting of Series E 5% Convertible Preferred Stock, stock options, restricted stock, and warrants were not included in the calculation of the diluted loss per share for the years ended June 30, 2014 and 2013 because their inclusion would have been antidilutive and had the effect of decreasing the net loss per share (see Note 12).

F-14

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Goodwill and Impairment

Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible net assets acquired in business combinations. Goodwill will not be amortized but will be tested at least annually for impairment. The purchase price allocation (See Note 1) was preliminary and was subject to change as the contingent value rights payable were subject to adjustment for certain future events as defined in the contingent value rights agreement.

The Company is required to test goodwill for impairment at least annually at the reporting unit level in lieu of being amortized. A two-step impairment test for goodwill and intangible assets with indefinite lives is required. The first step is to compare the carrying amount of the reporting unit's net assets to the fair value of the reporting unit. If the fair value exceeds the carrying value, no further work is required and no impairment loss is recognized. If the carrying amount exceeds the fair value, then the second step is required to be completed, which involves allocating the fair value of the reporting unit to each asset and liability, with the excess being implied goodwill. An impairment loss occurs if the amount of the recorded goodwill exceeds the implied goodwill. There was no goodwill at June 30, 2014 and no test for impairment was done.

Historically, the Company utilized a discounted cash flow model on the Technest government contracting operating segment. In estimating fair value, management relied on and considered a number of factors, including but not limited to, future revenue growth by product/service line, operating profit margins and overhead expenses. Subsequent to the reverse acquisition management reassessed the potential for new government contracts and due to employee turnover and other factors management expected limited future revenues beyond the current backlog.

Impairment of Long-Lived Assets

The Company amortizes intangible assets over the shorter of the contractual/legal life or the estimated economic life.

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. An impairment loss is recognized when expected cash flows are less than the asset's carrying value. Accordingly, when indicators of impairment are present, the Company evaluates the carrying value of such assets in relation to the operating performance and future undiscounted cash flows of the underlying assets. The Company’s policy is to record an impairment loss when it is determined that the carrying amount of the asset may not be recoverable. No impairment charges were recorded in the year ended June 30, 2013. At June 30, 2012, the Company tested its long-lived assets for impairment and recorded an impairment charge of $116,668 on its customer contracts intangible asset.

Stock-Based Compensation

The Company recognizes compensation costs resulting from the issuance of stock-based awards to employees and directors as an expense in the statement of operations over the requisite service period based on the fair value for each stock award on the grant date.

Beneficial Conversion Feature and Derivative Liabilities

Prior to the fourth quarter of the current fiscal year, for conventional convertible debt where the rate of conversion is based on a discount to the prevailing market value, the Company recorded a “beneficial conversion feature” (“BCF”) and related debt discount.

The BCF was recorded as a debt discount against the face amount of the respective debt instrument. There would be an offsetting increase to Additional paid in capital as the BCF is deemed to be an increase to equity. The discount would be amortized to interest expense over the life of the debt.

Commencing with the fourth quarter of the current fiscal year, the Company reconsidered the requirements of the Financial Accounting Standards Board Accounting Standards Classification 820 (‘FASB ASC 820” or “ASC 820”) and determined that newly issued debt were derivative financial instruments.

F-15

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Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instruments are initially recorded at their fair values and are then re-valued at each reporting date, with changes in the fair values reported as charges or credits to income. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

 

The Company values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as an adjustment to fair value of derivatives.

Debt Issue Costs and Debt Discount

The Company paid debt issue costs, and recorded debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized over the life of the debt to interest expense.

Original Issue Discount

For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt.

Recent Accounting Pronouncements

 

The Company has reviewed recent accounting pronouncements and other recently issued, but not yet effective accounting standards and believes that these will not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

4. TECHNEST, INC.

The Company owns a 49% interest in Technest, Inc., a company that conducts research and development in the field of computer vision technology. The Company has the right of first refusal to commercialize products resulting from this research and development. The Company’s former Chief Executive Officer beneficially owns 23% of Technest, Inc., a current employee of Technest owns 23% and an unrelated third party owns 5%. The Company has certain rights of first refusal and repurchase rights at fair market value, as defined in certain restricted stock agreements, with respect to the shares of Technest, Inc. that it does not own. Technest, Inc. is considered a variable interest entity (VIE) for which the Company is the primary beneficiary.

F-16

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5. CONTINGENT VALUE RIGHTS PAYABLE

On January 13, 2011, the Company entered into a Contingent Value Rights Agreement (the “CVR Agreement”) pursuant to which common stockholders of record as of March 18, 2011 received one contingent value right (a “CVR”) for each share of Company common stock held by them. Each CVR entitled the holder thereof to its pro rata portion of a payment to be received by the Company pursuant to a Settlement Agreement and Mutual Release with EOIR Holdings LLC and EOIR Technologies, Inc. (the “Settlement Agreement”), less certain expenses (subject to adjustments for future events) that will be deducted from such payment. The contingent value rights payable was acquired by AccelPath in the reverse acquisition. During the three months ended September 30, 2011, the Company adjusted the contingent value rights payable which resulted in an additional goodwill impairment loss of $48,158. At March 31, 2012, management increased the contingent value rights payable by $147,595, decreased accrued income taxes by $113,106 and decreased accounts payable by $34,489 to reflect the amounts to be paid out of the Settlement Agreement. The payment under the Settlement Agreement was received by the Company on April 24, 2012 and the CVR payment of $3,390,000, or approximately $0.103739 per CVR, was made on May 8, 2012.

6. ACCOUNTS PAYABLE AND LIABILITIES PURCHASE AGREEMENT

On October 7, 2013, the Circuit Court in the Second Judicial District for Leon County, Florida entered an order approving the stipulation of the parties (the "Stipulation") in the matter of ASC Recap LLC ("ASC") v. Accelpath, Inc. (the "Company"). Under the terms of the Stipulation, the Company agreed to issue to ASC, as settlement of certain liabilities owed by the Company in the aggregate amount of $1,537,455 (the "Claim Amount"), shares of common stock (the "Settlement Shares") as well as a promissory note in the principal amount of the $75,000.00 maturing six months from the date of issuance, as a fee to ASC (‘Fee Note”). ASC had purchased the liabilities from the Company’s creditors (both affiliated and non-affiliated) with a face amount of $1,537,455. The total amount of liabilities, as reported by the Company in its Form 10-Q for the quarter ended June 30, 2014, was $2,622,175, inclusive of the $1,612,455 representing the Claim Amount and the Fee Note.

Pursuant to the Stipulation entered into by the parties, the Company agreed to issue to ASC, in one or more tranches as necessary, that number of shares of common stock sufficient to generate net proceeds (less a discount of twenty five percent (25%) equal to the Claim Amount, as defined in the Stipulation. The parties reasonably estimated that, should the Company issue Settlement Shares sufficient to satisfy the entire Claim Amount, the fair market value of such Settlement Shares and all other amounts to be received by ASC would equal approximately $2,145,000. Notwithstanding anything to the contrary in the Stipulation, the number of shares beneficially owned by ASC shall not exceed 9.99% of the Company's outstanding common stock at any one time.

In connection with the issuance of the Settlement Shares, the Company may rely on the exemption from registration provided by Section 3(a)(10) under the Securities Act. To date, the Company has not issued any Settlement Shares to ASC. As such, the full Claim Amount remains outstanding and payable to ASC. Based upon the reported closing trading price of the Company’s common stock on September 26, 2014 of $.013 per share, if all $2,145,000 worth of liabilities were satisfied pursuant to the Stipulation through the issuance of common stock, the Company would issue an aggregate of 1,610,000,000 shares.

7. NOTES PAYABLE

Notes payable consist of the following at June 30, 2014 and 2013:

		2014		2013
Note payable – former Managing Member (see Note 9)		27,750		27,750
Note payable – related party		4,300		4,300
Note payable – stockholder		13,000		13,000
Note payable – Investor		-		40,000
Convertible notes payable		729.120		464,369
Total		774,170		550,319
Convertible notes payable, discount		(126,722)		(43,819)
		647,448		501,739
Total, net of discount
Less current portion		-		384,785
Current debt		-		116,954

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On August 18, 2011, the Company borrowed $3,300 from a corporation controlled by our Chief Executive Officer. The Company borrowed an additional $1,000 on January 12, 2012. The note is payable on demand and accrues interest at a rate of 0.32% per annum.

During the three months ended December 31, 2011, the Company borrowed $15,000 from a stockholder and $5,000 from our Chief Executive Officer. On February 27, 2012, the Company repaid $2,000 of the note payable to the stockholder. The balance of these notes are payable on demand and accrue interest at 0.19% per annum.

On February 10, 2012, the Company borrowed $40,000 from Investor under a promissory note which matured on August 31, 2012. The note bears interest at 8% per annum and includes a redemption premium of $6,000 due on the maturity date. The redemption premium is being accrued over the term of the note as additional interest.

On February 10, 2012, the Company borrowed $50,000 from a third party. The Company repaid $5,000 of the note on March 12, 2012. The convertible promissory note bears interest at 5% per annum and matures on August 10, 2012. The Company has the option to pay the interest with its common stock at the closing bid price immediately prior to the due date and the investor has the option to convert the promissory note into shares of common stock at the closing bid price (but not less than $0.01 per share) immediately prior to the conversion date. The Company also issued the investor a five-year warrant to purchase 500,000 shares of common stock at an exercise price of $0.01 per share. The warrant includes a cashless net exercise provision and the investor has piggyback registration rights for the shares of common stock underlying the warrant and the shares of common stock issuable pursuant to the note. The Company allocated $8,037 of the proceeds to the warrant and $41,963 of the proceeds to the discounted value of the note based on their relative fair values.

On February 17, 2012, the Company borrowed $100,000 from a third party. The convertible promissory note bears interest at 5% per annum and matures on August 16, 2013. The Company has the option to pay the interest with its common stock at the closing bid price immediately prior to the due date. The investor has the option to convert the promissory note into shares of common stock at the closing bid price (but not less than $0.01 per share) immediately prior to the conversion date. In addition, the Company has the option to convert the promissory note into shares of common stock at the closing bid price 30 days prior to the maturity date if the price per share is at least $0.01. The Company also issued the investor a five-year warrant to purchase 1,000,000 shares of common stock at an exercise price of $0.01 per share. The warrant includes a cashless net exercise provision and the investor has piggyback registration rights for the shares of common stock underlying the warrant and the shares of common stock issuable pursuant to the note. The Company allocated $32,743 of the proceeds to the warrant and $67,257 of the proceeds to the discounted value of the note based on their relative fair values.

On April 18, 2012, the Company borrowed $50,000. The convertible promissory note bears interest at 5% per annum and matures on October 17, 2013. The Company has the option to pay the interest with its common stock at the closing bid price immediately prior to the due date. The investor has the option to convert the promissory note into shares of common stock at the closing bid price (but not less than $0.01 per share) immediately prior to the conversion date. In addition, the Company has the option to convert the promissory note into shares of common stock at the closing bid price 30 days prior to the maturity date if the price per share is at least $0.01. The Company also issued the investor a five-year warrant to purchase 500,000 shares of common stock at an exercise price of $0.01 per share. The warrant includes a cashless net exercise provision and the investor has piggyback registration rights for the shares of common stock underlying the warrant and the shares of common stock issuable pursuant to the note. The Company allocated $8,225 of the proceeds to the warrant and $41,775 of the proceeds to the discounted value of the note based on their relative fair values.

On July 18, 2012, the Company entered into a subscription agreement with a third party Partners II, LP ("a third party") for the purchase of a convertible promissory note in the aggregate principal amount of $100,000. The note accrues interest at a rate of 5% per annum and became due on January 31, 2013. The Company is in default of this note. a third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price of $0.0075 per share. The Company recorded a beneficial conversion discount of $29,333 based on the fair value of the common stock into which the note was convertible to on the commitment date and allocated $70,667 of the proceeds to the discounted value of the note.

F-18

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On July 31, 2012, the Company borrowed a total of $7,000 from two individuals. The convertible promissory notes bear interest at 5% per annum and mature on January 31, 2014. The Company has the option to pay the interest with its common stock at the closing bid price immediately prior to the due date. The investors have the option to convert the promissory note into shares of common stock at the closing bid price (but not less than $0.01 per share) immediately prior to the conversion date. In addition, the Company has the option to convert the promissory notes into shares of common stock at the closing bid price 30 days prior to the maturity date if the price per share is at least $0.01. The Company also issued the investors a five-year warrant to purchase a total of 70,000 shares of common stock at an exercise price of $0.01 per share. The warrants include a cashless net exercise provision and the investors have piggyback registration rights for the shares of common stock underlying the warrant and the shares of common stock issuable pursuant to the notes. The Company allocated $443 of the proceeds to the warrants and $6,557 of the proceeds to the discounted value of the note based on their relative fair values. In August 2012, the investors converted their notes into a total of 700,000 shares of common stock.

On September 14, 2012, the Company borrowed $25,000 from a stockholder. The convertible promissory note bears interest at 5% per annum and matures on March 14, 2014. The Company has the option to pay the interest with its common stock at the closing bid price immediately prior to the due date. The investor has the option to convert the promissory note into shares of common stock at the closing bid price (but not less than $0.01 per share) immediately prior to the conversion date. In addition, the Company has the option to convert the promissory notes into shares of common stock at the closing bid price 30 days prior to the maturity date if the price per share is at least $0.01. The Company also issued the investor a five-year warrant to purchase a total of 250,000 shares of common stock at an exercise price of $0.01 per share. The warrant includes a cashless net exercise provision and the investor has piggyback registration rights for the shares of common stock underlying the warrant and the shares of common stock issuable pursuant to the note. The Company allocated $1,536 of the proceeds to the warrants and $23,464 of the proceeds to the discounted value of the note based on their relative fair values.

On March 22, 2013, the Company borrowed $35,000 from a third party. The convertible promissory note bears interest at 5% per annum and matures on December 31, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the ten days prior to the conversion. The Company recorded a beneficial conversion discount of $23,333 based on the fair value of the common stock into which the note is convertible to and allocated $11,667 of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On May 13, 2013, the Company borrowed $10,000 from a third party. The convertible promissory note bears interest at 5% per annum and matures on December 31, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the ten days prior to the conversion. The Company recorded a beneficial conversion discount of $10,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On July 1, 2013, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on January 31, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On August 1, 2013, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on February 28, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On September 1, 2013, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on March 31, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

F-19

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On September 5, 2013, an Investor advanced the Company $15,000 in a Promissory Note. The Promissory Note has a one year term, an interest rate of ten percent and a ten percent original issue discount (“OID”). An OID represents the difference between the amount received and the face value of the note. The Promissory Note has a face value of $17,500, and the OID will be amortized into expense pro-rata over the term of the Note. Shares of Common Stock to be issued upon conversion of each tranche shall be determined by dividing (a) the conversion amount by (b) the Market Price. The “Market Price” is defined as 50% of the lowest closing bid price for the thirty (30) days immediately preceding the conversion date.

On September 20, 2013, an Investor exchanged its remaining interest, $100,000, in the Series E 5% convertible Preferred stock plus accrued dividends of $14,282 into a new Secured Note for $114,282. The Secured Note matures on September 30, 2014 and has an interest rate of five percent. Shares of Common Stock to be issued upon conversion of each tranche shall be determined by dividing (a) the conversion amount by (b) the Market Price. The “Market Price” is defined as 50% of the lowest closing bid price for the thirty (30) days immediately preceding the conversion date.

On October 1, 2013, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on April 30, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On October 9, 2013, the Company issued a note for $75,000 for fees. The Promissory Note matures on July 9, 2014, has an interest rate of ten percent and a ten percent original issue discount (“OID”). An OID represents the difference between the amount received and the face value of the note. The Promissory Note has a face value of $82,500, and the OID will be amortized into expense pro-rata over the term of the Note. Shares of Common Stock to be issued upon conversion of each tranche shall be determined by dividing (a) the conversion amount by (b) the Market Price. The “Market Price” is defined as 50% of the lowest closing bid price for the thirty (30) days immediately preceding the conversion date. The Note was originally reported as $79,000 in error.

On November 1, 2013, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on May 31, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On December 1, 2013, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on June 30, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On January 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on July 31, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On February 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on August 31, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

F-20

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On February 28, 2014, an Investor advanced the Company $5,000 in a Promissory Note. The Promissory Note matures on March 31, 2015, an interest rate of ten percent Shares of Common Stock to be issued upon conversion of each tranche shall be determined by dividing (a) the conversion amount by (b) the Market Price. The “Market Price” is defined as 50% of the lowest closing bid price for the thirty (30) days immediately preceding the conversion date.

On March 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on September 30, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On April 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on September 30, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On April 16, 2014, an Investor advanced the Company $42,500 in a Promissory Note. The Promissory Note has a six-month term, an interest rate of ten percent. Net proceeds to the Company were $40,000. $2,500 was recorded as a Deferred financing cost and will be amortized over the life of the Note Shares of Common Stock to be issued upon conversion of each tranche shall be determined by dividing (a) the conversion amount by (b) the Market Price. The “Market Price” is defined as 58% of the average of the three lowest closing bid prices for the ten (10) days immediately preceding the conversion date.

On May 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on October 31, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On June 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on November 30, 2014. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

Interest expense on notes payable, including amortization of the discount on the convertible notes and the accrual of the redemption premium, was $480,864 for the year ended June 30, 2014.

The Company evaluated whether the convertible promissory notes contain a beneficial conversion feature (BCF) or require bifurcation. See Note 3. Summary of Significant Accounting Policies, for the Company’s accounting treatment of these issuances.

8. PREFERRED STOCK

Series E Preferred Stock

On January 11, 2011, the Company entered into a Securities Purchase Agreement with An Institutional Investor (“Investor”) to issue 300 shares of its Series E 5% Convertible Preferred Stock, with a stated value of $1,000 per share, for a purchase price of $300,000. The shares of Series E 5% Convertible Preferred Stock were issued in three tranches over a 90-day period beginning on the closing of the reverse acquisition. Upon any liquidation or dissolution of the Company, the holders of the Series E 5% Convertible Preferred Stock are entitled to receive the stated value of $1,000 per share plus all accrued unpaid dividends per share.

F-21

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The number of shares of common stock into which each share of Series E Preferred is convertible is determined by dividing $1,000 (the stated value) by $0.044416985 per share. The 300 shares of Series E Preferred issued to Investor convert into 6,754,173 shares of common stock. Prior to the closing of the reverse acquisition, InvestorPartners, LP and its affiliates were the holders of a majority of the Company’s shares of common stock. The Series E Preferred accrues cash dividends at 5% per annum and is convertible to common stock at any time.

The Company determined that there was a beneficial conversion feature of $37,709 for the issuance of the 300 shares of Series E Preferred Stock. The beneficial conversion feature was calculated based on the effective conversion price per share compared to the fair value per share of common stock on the commitment date. This resulted in a deemed dividend in the amount of $37,709 for the year ended June 30, 2011. The Company also accrued cash dividends payable of $3,511 for the year ended June 30, 2011.

The Company accrued cash dividends payable of $13,360 for the year ended June 30, 2012. At June 30, 2012, accrued dividends payable of $16,871 is included in accrued expenses and other current liabilities.

On February 15, 2012, Investor converted 100 shares of Series E Preferred into 2,251,390 shares of common stock.

On July 18, 2012, the Company entered into an agreement with a third party to exchange 100 shares of Series E Preferred Stock and accrued dividends of $5,834 into a convertible promissory note in the principal amount of $105,834. The note accrues interest at a rate of 5% per annum and is due on September 1, 2013. a third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 60% of the current market price. The Company recorded a beneficial conversion discount of $70,556 based on the fair value of the common stock into which the note is convertible to and allocated $35,278 of the proceeds to the discounted value of the note. During the three months ended September 30, 2013, a third party converted the entire principal value of the note plus $1,692 of accrued interest into 48,770,841 shares of common stock.

On September 20, 2013, an Investor exchanged its remaining interest, $100,000, in the Series E 5% convertible Preferred stock plus accrued dividends of $14,282 into a new Secured Note for $114,282. The Secured Note matures on September 30, 2014 and has an interest rate of five percent. Shares of Common Stock to be issued upon conversion of each tranche shall be determined by dividing (a) the conversion amount by (b) the Market Price. The “Market Price” is defined as 50% of the lowest closing bid price for the thirty (30) days immediately preceding the conversion date.

At June 30, 2014, there was no outstanding Series E Preferred

Series F Preferred Stock

On September 7, 2012, the Company authorized 100 shares of Series F Convertible Preferred Stock, with a stated value of $1,000. The Series F Preferred is convertible into common stock at any time at the option of the holder. The number of shares of common stock into which one share of Series F Preferred is convertible is determined by (i) dividing $1,000 (the stated value) outstanding by the closing bid price on the trading day immediately prior to the date of the conversion notice (the “Conversion Price”), and (ii) multiplying by ten; provided that if the closing bid price on such trading day is less than $0.02 per share, then the Conversion Price shall be $0.02. Accordingly, the authorized 100 shares of Series F Preferred are currently convertible into 50,000,000 shares of common stock using a Conversion Price of $0.02.

On September 10, 2012, the Company issued 90 shares of its Series F Preferred Stock for the purchase price of $90,000 to certain existing investors of the Company. The 90 shares of Series F Preferred are currently convertible into 45,000,000 shares of common stock. The Company determined that there was a beneficial conversion feature of $360,000 for the issuance of the 90 shares of Series F Preferred Stock. The beneficial conversion feature was calculated based on the effective conversion price per share compared to the fair value per share of common stock on the commitment date. This resulted in a deemed dividend in the amount of $360,000 for the nine months ended March 31, 2013.

F-22

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Series G Preferred Stock

On September 18, 2012, the Company authorized 1,250 shares of Series G Convertible Preferred Stock, with a stated value of $1,000. The Series G Preferred is convertible into common stock at any time at the option of the holder nine months after the date of issuance. After five years from the date of issuance or upon a change of control, the Series G Preferred is automatically converted into shares of common stock. The number of shares of common stock into which one share of Series G Preferred is convertible is determined by dividing $1,000 (the stated value) outstanding by the closing bid price on the trading day immediately prior to the date of the conversion notice (the “Conversion Price”); provided that if the closing bid price on such trading day is less than $0.02 per share, then the Conversion Price shall be $0.02. Accordingly, the authorized 1,250 shares of Series G Preferred are convertible into 62,500,000 shares of common stock at an assumed Conversion Price of $0.02.

The Company also evaluated the terms of the convertible preferred stock under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 815-15 and determined that these instruments do not require derivative accounting treatment and do not qualify for mezzanine presentation in the consolidated balance sheets.

Series H Preferred Stock

The number, designation, rights, preferences and privileges of the Series H Preferred were established by the Board at a meeting on April 2, 2013. The designation, rights, preferences and privileges that the Board established for the Series H Preferred is set forth in a Certificate of Designation that was filed with the Secretary of State of the State of Delaware on April 3, 2013. Among other things, the Certificate of Designation provides that each one share of Series H Preferred has voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding Common Stock eligible to vote at the time of the respective vote (the "Numerator"), divided by (y) 0.49, minus (z) the Numerator.

At a meeting of the Board, the Board issued an aggregate of fifty one (51) shares of Series H Preferred to one individual, Shekhar Wadekar, Chief Executive Officer of the Company. As a result of the voting rights granted to the Series H Preferred, the Series H Stockholder holds in the aggregate approximately 50.9989% of the total voting power of all issued and outstanding voting capital of the Company

On March 21, 2014, ownership of the Series H Preferred was transferred to Mr. Steedley, our Chief Executive Officer.

Series I

The number, designation, rights, preferences and privileges of the Series I Preferred were established by the Board. The designation, rights, preferences and privileges that the Board established for the Series I Preferred is set forth in a Certificate of Designation that was filed with the Secretary of State of the State of Delaware on October 30, 2013. Among other things, the Certificate of Designation provides that the Series I may be convertible into 14% of the outstanding shares of the Company on a fully diluted basis.

As of the filing date of this report, there are 3,500 shares issued and outstanding of the Series I Preferred.

See Item 1 under Energy Innovative Products for more detail.

9. COMMON STOCK ISSUANCES AND REPURCHASES

During the current fiscal year, the Company issued 15,043,524 shares on a split-adjusted basis for the repurchase of approximately $400,000 in debt.

On March 7, 2011, the Company entered into an Equity Purchase Agreement with Southridge Partners II, LP (the “Equity Purchase Agreement”). Pursuant to the Equity Purchase Agreement, Southridge shall commit to purchase up to $5,000,000 of common stock over the course of 24 months commencing on the effective date of the registration statement pursuant to the registration rights agreement. The registration statement was declared effective on February 9, 2012.

On April 4, 2014, the Company filed a Certificate of Amendment to its Certificate of Incorporation, with the Delaware Secretary of State. The Amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware as set forth in the Schedule 14C filed with the Securities and Exchange Commission on May 13, 2013.

F-23

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Pursuant to the Certificate of Amendment (as corrected) , the total number of shares of all classes which the Corporation shall have the authority to issue 10,000,000,000 shares , of which 9,995,000,000 shares shall be designated as “Common Shares”, $0.001 par value per share and 5,000,000 shares shall be designated “Preferred Shares” , $0.001 par value per share.

10. OPTIONS, WARRANTS AND STOCK-BASED COMPENSATION

2011 Equity Incentive Plan

On March 4, 2011, the Board of Directors adopted the 2011 Equity Incentive Plan and reserved 50,000,000 shares of common stock for issuance to employees, directors and consultants, subject to stockholder approval by March 4, 2012. On February 17, 2012, the stockholders approved the plan. The plan provides for automatic annual increases, subject to Board approval, on January 1st of each year (commencing on January 1, 2012 and ending on January 1, 2021), in the aggregate number of shares reserved equal to the lesser of (a) five percent of the total number of shares outstanding on December 31st of the preceding year or (b) 3,000,000 shares. Under the plan, the Board may grant stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other stock awards.

Valuation and amortization method. The fair value of each stock award is estimated on the grant date using the Black-Scholes option-pricing model. The estimated fair value of employee stock options is amortized to expense using the straight-line method over the vesting period.

Volatility. The Company estimates volatility based on the Company’s historical volatility.

Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption.

Expected term. The expected term of stock options granted is based on an estimate of when options will be exercised in the future. The Company applied the simplified method of estimating the expected term of the options, as described in the SEC’s Staff Accounting Bulletins 107 and 110, as the Company has had a significant change in its business operations as result of the reverse acquisition and the historical experience is not indicative of the expected behavior in the future. The expected term, calculated under the simplified method, is applied to groups of stock options that have similar contractual terms. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted.

Forfeitures. Stock-based compensation expense is recorded only for those awards that are expected to vest. FASB ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered option. An annual forfeiture rate of 0% was applied to all unvested options as of June 30, 2012 which was management’s best estimate. This analysis will be re-evaluated semi-annually and the forfeiture rate will be adjusted as necessary. Ultimately, the actual expense recognized over the vesting period will be for only those shares that vest.

The following weighted average assumptions were used for grants during the years ended June 30, 2012 and 2011:

		2012		2011
Risk-free interest rate		0.62% - 1.04%		1.76% - 2.28%
Expected dividend yield		-		-
Expected term		4.75 – 6 years		6 years
Forfeiture rate		-%		-%
Expected volatility		122.20% - 254.99%		128.99% - 136.20%

See reports of independent registered public accounting firms.

F-24

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A summary of option activity under the Company’s stock plans as of June 30, 2014 and 2013 and the changes during the years then ended is presented below:

Options		Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at June 30, 2012		186,760	$	15.00		8.84 years	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited or expired		-		-		-		-
Outstanding at June 30, 2013		186,760	$	15.00		7.84 years	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited		-		-		-		-
Exercisable at June 30, 2014		186,760	$	$15.00		6.84 years	$	-

On April 6, 2011, the Board of Directors granted stock options to purchase 42,350,000 shares of common stock at an exercise price of $0.065 per share. On May 13, 2011, the Board of Directors granted stock options to purchase 750,000 shares of common stock at an exercise price of $0.06 per share. The weighted average fair value of the options granted was estimated at $0.057 per share. These options vest over three years and have a term of 10 years.

On August 12, 2011, the Board of Directors granted stock options to purchase 120,000 shares of common stock at an exercise price of $0.05 per share. The weighted average fair value of the options on the date of the grant was estimated at $0.043 per share. These options vest over one year and have a term of 10 years.

On December 14, 2011, the Board of Directors granted stock options to purchase 2,500,000 shares of common stock at an exercise price of $0.015 per share. The weighted average fair value of the options on the date of the grant was estimated at $0.008 per share. These options vest monthly over 10 months and have a term of 10 years.

On January 12, 2012, the Board of Directors granted stock options to purchase 120,000 shares of common stock at an exercise price of $0.0051 per share. The weighted average fair value of the options on the date of the grant was estimated at $0.004 per share. These options vest over one year and have a term of 10 years.

On June 3, 2012, the Board of Directors granted stock options to purchase 850,000 shares of common stock at an exercise price of $0.054 per share. The weighted average fair value of the options on the date of the grant was estimated at $0.0537 per share. These options vest over three year and have a term of 10 years.

Stock-based compensation expense for the years ended June 30, 2012 and 2011 was $494,989 and $202,244, respectively.

On March 15, 2012, the Company agreed to issue a restricted stock award of 2,500,000 shares of common stock to a consultant for services to be rendered with 1,250,000 shares vesting on June 15, 2012 and 1,250,000 shares vesting on September 15, 2012. As of June 30, 2012, the shares had not been issued. Consulting expense recorded for the restricted stock award was $29,167 for the year ended June 30, 2012.

At June 30, 2013, unrecognized total compensation cost related to unvested awards of $1,002,649 is expected to be recognized over a weighted average period of 1.79 years. At June 30, 2014 there were 3,810,000 shares reserved for future grants.

F-25

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Warrants

The Company’s outstanding warrants remained in place subsequent to the reverse acquisition. No warrants were exercised during the year ended June 30, 2014. On July 17, 2011, warrants to purchase 200,000 shares at $1.89 per share expired. During the year ended June 30, 2012, the Company issued 2,000,000 warrants in connection with convertible notes payable (see Note 8). The warrants have an exercise price of $2.50 per share, are immediately exercisable and expire in five years from issuance. No warrants were issued, exercised or expired in the year ended June 30, 2014. The Company has reserved 2,075,000 shares of common stock for the exercise of outstanding warrants. The following table summarizes the warrants outstanding at June 30, 2014 adjusted for the 1:250 stock split which took effect on September 4, 2014:

	Exercise price		Number		Expiration Date
$	2.50		2,000		02/10/2017
$	2.50		4,000		02/17/2017
$	2.50		1,250		04/18/2017
$	2.50		800		08/15/2017
$	2.50		200		08/20/2017
$	2.50		1,000		09/14/2017
$	2.50		1,000		10/02/2017
			10,250

The weighted average grant date fair value of the warrants granted during the year ended June 30, 2012 was $0.0245 per share. The warrants were valued using the Black-Scholes option pricing model. The following assumptions were used for warrants issued during the year ended June 30, 2012; risk free interest rates of 0.86% - 0.88%; expected dividend yield of 0%; expected term of 5 years and expected volatility of 165.24% - 203.80%. The weighted average remaining life of the warrants at June 30, 2012 was 4.6 years. At June 30, 2013, all warrants are exercisable and there is no aggregate intrinsic value for the warrants outstanding.

Stock Award Plan

The 2006 Stock Award Plan, pursuant to which the Company may award shares of its common stock to employees, officers, directors, consultants and advisors, remains in place subsequent to the reverse acquisition. The Company has broad discretion in making grants under the Stock Award Plan and may make grants subject to such terms and conditions as determined by the Board of Directors.

There was no activity under the Stock Award Plan during the years ended June 30, 2012 and 2011, and there was no unrecognized compensation cost related to the plan. As of June 30, 2012 and 2011, the Company has 111,845 shares available for future grant under the plan.

11. NET LOSS PER SHARE

Securities that could potentially dilute basic earnings per share ("EPS") and that were not included in the computation of diluted EPS because to do so would have been anti-dilutive for the years ended June 30, 2014 and 2013 consist of the following:

		Shares Potentially Issuable
		2014		2013
Series E 5% convertible preferred stock		-		9,006
Series F Convertible Preferred stock		180,000		180,000
Series G Convertible Preferred stock		-		-
Series H Convertible Preferred stock		1		1
Series I Convertible Preferred stock		1,194,412		-
Convertible Notes Payable		36,212,654		4,901,670
Stock options		186,760		186,760
Restricted stock award		10,000		10,000
Warrants		10,250		10,250
		37,794,078		5,297,687

F-26

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12. COMMITMENTS AND CONTINGENCIES

Facility Rental

On December 7, 2011, the Company entered into a one-year lease for 1,957 square feet in Gaithersburg, Maryland which expires on December 31, 2012. The lease required the payment of a refundable security deposit of $4,000 which is included in prepaid expenses and other current assets at June 30, 2012. Monthly lease amounts for this facility total approximately $2,000 including monthly operating expense charges of $763.

As of December 31, 2013, the Lease has expired and the company is now looking for space on a month-to-month basis.

Operating Lease

In May 2010, AccelPath entered into a non-cancelable operating lease for certain equipment. The lease required monthly rental payments of $3,698 and expired in May 2015. The lease terms required payment of a refundable security deposit of $18,000 which was included in deposits on the Company’s consolidated balance sheet at June 30, 2011. On April 9, 2012, AccelPath entered into a general release and covenant not to sue with the lessor. Under the terms of the release, AccelPath returned the equipment to the lessor, the lessor returned AccelPath’s security deposit, and the parties released each other from any and all claims.

Consulting Agreements

Effective July 1, 2013, the Company entered into a consulting agreement at a rate of $30,000 per month for strategic and financial assistance. See Note 7 for details

Government Contracts

Technest, Inc.’s billings related to certain U.S. Government contracts are based on provisional general and administrative and overhead rates which are subject to audit by the contracting government agency. Provisional rates are based on the annual budget submitted to and approved by the government.

Employment Agreements

At June 30, 2014, the Company was not obligated under any employment agreements.

13. INCOME TAXES

There was no provision for federal or state income taxes for the years ended June 30, 2014 and 2013 due to the Company’s operating losses and a full valuation reserve on deferred tax assets. In addition, AccelPath, LLC (the accounting acquirer) was treated as a partnership for federal and state income taxes from inception until the reverse acquisition was completed. A partnership’s income or loss is allocated directly to the partners for income tax purposes.

The income tax benefit differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income for the years ended June 30, 2013 and 2012 due to the following:

		2014		2013
Computed “expected” tax benefit		(35)%		(35%)
Increase (decrease) in income taxes resulting from:
State taxes, net of federal benefit		(3)%		(3%
Tax reporting differences due to the reverse acquisition		-		8%
Goodwill impairment and other permanent differences		(9)%		15%
Increase in the valuation reserve		47		15%
		-%		-%

F-27

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Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities at June 30, 2013 and 2012 are as follows:

		2014		2013
Deferred tax assets:
Net operating loss carryforward	$	5,304,000	$	4,602,000
Stock-based compensation		734,000		582,000
Intangibles		344,000		344,000
Miscellaneous accruals		53,000		53,000
Property and equipment		8,000		8,000
Valuation allowance		(6,443,000)		(4,917,000
Deferred tax asset (liability)	$	-	$	-

At June 30, 2014 and 2013, the Company had valuation allowances of $6,443,000 and $4,917,000, respectively. The Company has recorded a valuation allowance against deferred tax assets as management has determined certain net operating loss carryforwards will not be available due to Internal Revenue Code Section 382 ownership changes and the utilization of other net operating loss carryforwards is uncertain. The Company carried forward its deferred tax assets, liabilities and valuation reserve after the reverse acquisition because for tax purposes the Company acquired AccelPath, LLC as a subsidiary. At June 30, 2014, the Company has net operating loss carryforwards not subject to IRC Section 382 limitations of approximately $4,600,000 which begin to expire in 2024.

During the years ended June 30, 2014 and 2013, the Company did not recognize any interest and penalties. Tax years subsequent to 2004 are subject to examination by federal and state authorities.

14. EMPLOYEE BENEFIT PLAN

The Company has adopted a 401(k) plan for the benefit of employees. Essentially all employees are eligible to participate. The Company also contributes to the plan under a safe harbor plan requiring a 3% contribution for all eligible participants. In addition, the Company may contribute a 3% elective match. Contributions and other costs of the plan included in the accompanying financial statements for the years ended June 30, 2014 and 2013 were $5,000 and $-0-, respectively.

15. RELATED PARTY TRANSACTIONS

Compensation

Mr. Steedley is to be paid $5,000 per month. He received $125,000 in Fiscal 2014and no payments during 2013. $65,000 of his 2014 compensation was accrued for Mr. Steedley and is included as accrued compensation at June 30, 2014. The Company issued a note to him subsequent to that date. See subsequent Events Note 16.Mr. Wadekar received $60,000 in payments in Fiscal 2014 and $10,000 in payments during fiscal year 2013.

16. OPERATING SEGMENTS

The Company operates in two operating segments which are consistent with its internal organization. The major segments are medical diagnostic services and government contracting. Where applicable, “Unallocated” represents items necessary to reconcile to the consolidated financial statements, which generally include corporate activity at the parent level and eliminations.

F-28

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The Company evaluates performance of individual operating segments based on operating income (loss). On a consolidated basis, this amount represents total net loss as shown in the consolidated statement of operations. Reconciling items represent costs associated with the financings, including interest expense (including amortization of debt discounts), loss on conversion of debt and incursion of derivative liabilities and the resultant mark to mark activity. Executive compensation costs have been assigned to the medical diagnostic segment. Such costs have not been allocated from the parent to the subsidiaries.

		Twelve Months Ended June 30, 2014
		Medical Diagnostics		Government Contracting		Energy		Unallocated		Total
Revenues	$	216,000	$	-	$	-	$	-	$	216,000
Total Operating Expenses		211,421		1,434		-		642,484		855,338
Operating Income (Loss)		4,579		(1,434)		-		(642,484)		(639,338)
Other Income (Expense)		12,505		-		-		(1,882,117)		(1,869,612)
Interest expense		-		-		-		(480,864)		(480,864)
Depreciation and Amortization		17,686		1,434		-		-		19,120
Expenditure for long-lived assets, including intangible assets		-		-		-		-		-
Total Assets at June 30, 2014	$	82,270	$	5,438	$	1,039,074	$	-	$	1,126,782
		Twelve Months Ended June 30, 2013
		Medical Diagnostics		Government Contracting		Energy		Unallocated		Total
Revenues	$	315,054	$	-	$	-	$	-	$	315,054
Total Operating Expenses		577,297		1,434		-		595,092		1,172,389
Operating Income (Loss)		(262,243)		(1,434)		-		(595,092)		(857,335)
Other Income (Expense)		43,586		-		-		(347,424)		(303,838)
Interest expense		-		-		-		(178,386)		(178,386)
Depreciation and Amortization		10,176		-		-		-		10,176
Expenditure for long-lived assets, including intangible assets		-		-		-		-		-
Total Assets at June 30, 2013	$	73,048	$	6,872	$	-	$	-	$	79,920

17. SUBSEQUENT EVENTS

2014 Reverse Stock Split (“the Reverse”):

On July 19, 2014The Board approved a reverse stock split of all the outstanding shares of the Company’s Common Stock at an exchange ratio of 1 post-split share for 250 pre-split shares (1:250) and an amendment to the Company’s certificate of incorporation to effect such Reverse Stock Split. As part of the Reverse Stock Split, the Board will have the discretion to maintain or reduce its authorized common stock in any proportion it deems appropriate. As stated above, the holders of shares representing a majority of the voting securities of the Company have given their written consent to the Reverse Stock Split. The Reverse was effective as of the close of business on September 3, 2014. The Reverse did not reduce the amount of authorized shares of our common stock, which remained at 9,950,000,000.

F-29

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Issuance of Debt

On July 1, 2014, the Company issued to Gilbert Steedley, CEO, a note for $65,000 for back pay.

On July 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on January 1, 2015. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On August 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on February 1, 2015. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On September 1, 2014, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on March 1, 2015. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a beneficial conversion discount of $30,000 based on the fair value of the common stock into which the note is convertible to and allocated $-0- of the proceeds to the discounted value of the note. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

Conversion of debt:

The Company issued 5,654,781 shares for the conversion of approximately $54,450 of debt, $195 of accrued interest and $925 of fees associated with conversion from the balance sheet date until the date of this report.

Issuance of Common stock:

The Company issued 5,655,102 shares from the balance sheet date until the date of this report. Besides share issuances for the conversion of debt listed above, the Company issued 321 additional fractional shares associated with the Reverse.

F-30

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

Our management, with the participation of our Chief Executive Officer (“CEO”) and our Principal Financial Officer (“PFO”), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of June 30, 2012, the end of our fiscal year. In designing and evaluating disclosure controls and procedures, we and our management recognize that any disclosure controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objective. As of June 30, 2014, based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls, the CEO and PFO concluded that our disclosure controls and procedures were not effective.

In light of the conclusion that our internal controls over financial reporting were ineffective as of June 30, 2014, we have applied procedures and processes as necessary to ensure the reliability of our financial reporting in regards to this annual report. Accordingly, management believes, based on its knowledge, that: (i) this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading with respect to the period covered by this report; and (ii) the financial statements, and other financial information included in this annual report, fairly present in all material respects our financial condition, results of operations and cash flows as at, and for, the periods presented in this annual report.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Under the supervision of our CEO and PFO, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2012 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In our assessment of the effectiveness of internal control over financial reporting as of June 30, 2012, we determined that control deficiencies existed that constituted material weaknesses, as described below:

1)

lack of documented policies and procedures;

2)

inadequate resources dedicated to the financial reporting function; and

3)

ineffective separation of duties due to limited staff.

Subject to the Company’s ability to obtain financing and hire additional employees, the Company expects to be able to design and implement effective internal controls in the future that address these material weaknesses.

Accordingly, we concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company's internal controls.

45

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As a result of the material weaknesses described above, our CEO and PFO have concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2012 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Attestation Report of the Registered Public Accounting Firm

This annual report does not include an attestation report of our registered public accounting firm, John Scrudato, CPA, regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management's report in this annual report.

Changes in Internal Controls

There were no changes in our internal controls over financial reporting during the fourth quarter of fiscal 2012 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our management, including our CEO and PFO, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

ITEM 9B. Other Information.

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE

Our current directors and executive officers are:

Name		Age		Position		Year Began
Gilbert Steedley		49		Principal Executive Officer, President, Principal Financial Officer, Principal Accounting Officer, Director		2013

AccelPath’s executive officers are appointed by, and serve at the discretion of, the Board. There are no family relationships among our officers or directors.

Gilbert Steedley has over twenty years of business development, industry research, and corporate finance experience across a diverse range of industries, including, and at the forefront, the energy industry. He is the founder of INU, which provides small cap public/private companies with capital market intelligence.

46

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Mr. Steedley has a close link with Wall Street operations, having served as Senior Vice President of Business Development for Able Global Partners, a New York City based merchant bank; Director of Issuer Services and a Director of Equities Business Development with the American Stock Exchange (AMEX); and Senior Research Analyst of Issuer Services with NASDAQ. In his role at AMEX, Mr. Steedley worked with clients concerning listing requirements on the exchange.

Mr. Steedley received a Bachelor of Science in Finance degree from Mercy College, New York and a Master of Business Administration degree from Delaware State University, Delaware. In addition, he attended an Executive Education Program in Oil and Gas Investing at SMU-COX, Texas. He has produced articles on investment styles and strategies that were published in Forbes Magazine.

Mr. Steedley has served on several boards of directors including oil and gas companies.

On July 18, 2005, Able Laboratories, Inc. filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of New Jersey. Each of Dr. Schneider and Mr. Warwick was an officer of Able Laboratories, Inc. at the time such petition was filed.

Board of Directors

Members of our board of directors are elected for one-year terms serving until the next annual stockholders’ meeting or until their death, resignation, retirement, removal, disqualification, or until a successor has been elected and qualified. All officers are appointed annually by our board of directors and serve at the pleasure of our board of directors. Currently, our directors receive no cash compensation for their service on our board of directors.

Director Independence

For the fiscal year ended June 30, 2014 and 2013, the Board determined that Mr. Steedley, as defined by NASDAQ Rule 5605(a)(2), is not deemed to be an independent director under such standard.

Committees of the Board of Directors

In March 2111, the Board created three standing committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Currently, the full Board is serving the functions of the Compensation Committee and the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee does not operate under a charter and does not have a policy with regard to the consideration of any director candidates recommended by security holders. The Board has determined that it is appropriate to not have such a policy given our size and stockholder base. The Compensation Committee does not operate under a charter and the full Board, serving the function of the Compensation Committee, has collective responsibility for determining and approving the compensation of AccelPath’s executive officers. The Audit Committee does not operate under a charter and we do not have an audit committee financial expert. Until such time as another independent director, who also qualifies as an audit committee financial expert, is elected to the Board, the Audit Committee has been disbanded and the full Board serves the functions of the Audit Committee. Given the Company’s current board size, the limited number of independent directors and the Company’s resources, the Board has determined that it is best for the full Board to collectively address matters regarding compensation, nominations, corporate governance and audit.

Code of Ethics

The board of directors has adopted a code of ethics applicable to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. A copy of the Code of Ethics may be obtained free of charge by mailing a request to the Company’s offices in Gaithersburg, Maryland to the attention of the corporate secretary.

Section 16(a) Beneficial Ownership Reporting Compliance

Our executive officers and directors and persons who own beneficially more than ten percent of our equity securities are required under Section 16(a) of the Securities Exchange Act of 1934 to file reports of ownership and changes in their ownership of our securities with the Securities and Exchange Commission. They must also furnish copies of these reports to us. Based solely on a review of the copies of reports furnished to us and written representations that no other reports were required, we believe that for fiscal year 2012, our executive officers, directors and 10% beneficial owners complied with all applicable Section 16(a) filing requirements except that Mr. Algerian failed to file a Form 3 in connection with the issuance of a convertible promissory note on February 17, 2012.

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ITEM 11. EXECUTIVE COMPENSATION

Executive Officer Compensation

Summary Compensation: The following table sets forth certain compensation information for our chief executive officer and our other most highly compensated executive officer (other than our chief executive officer) who served as an executive officer during the year ended June 30, 2014 and whose annual compensation exceeded $100,000 for that year.

Summary Compensation Table

Name and Principal Position		Fiscal Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other compensation ($)		Total ($)
Gilbert Steedley(1)		2014		60,000		-		-		-		65,000		125,000
Chief Executive Officer, Chief		2013		-		-		-		-		-		-
Financial Officer, Secretary
Shekhar Wadekar (2)		2014		60,000		-		-		-		-		60,000
Former Chief Executive Officer		2013		10,000		-		-		-		-		10,000
Bruce Warwick (3)		2013		-		-		-		-		-		70,078
Principal Financial Officer		2012		30,600 (3)		-		-		39,478 (5)		-		70,078

1)

On June 21, 2013 Gil Steedley, was named director of the Corporation to serve until the next the annual meeting of stockholders of the Corporation. On the same date Gil Steedley was named Interim President, Chief Executive Officer, Chief Financial Officer and Secretary of the Corporation. The Corporation has agreed to pay Mr. Steedley $5,000 per month for so long as he is serving in such capacities for the Corporation.

2)

On March 4, 2011, Mr. Wadekar was appointed President and Chief Executive Officer of Technest and Mr. Warwick was appointed Principal Financial Officer. Mr. Wadekar was paid at an annual rate of $120,000. The amount in the table represents four months of his annual salary. On June 21, 2013, Mr. Shekhar Wadekar resigned as Director, President, Chief Executive Officer and Secretary of AccelPath, Inc. (the “Company”). This resignation was not the result of any disputes, claims or issues with the Company.

3)

Mr. Warwick had been working for the Company on a part-time basis. Mr. Warwick is no longer affiliated with the Company

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Outstanding Equity Awards at Fiscal Year-End

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS														STOCK AWARDS
Name (a)		Number of Securities Underlying Unexercised Options (#) Exercisable (b)		Number of  Securities Underlying Unexercised Options (#) Unexercisable (c)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)		Option Expiration Date (f)			Number of Shares or Units of Stock That Have Not Vested (#) (g)			Market Value of Shares Or Units of Stock That Have Not Vested ($) (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units Or Other Rights That Have Not Vested (#) (i)		Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units Or Other Rights That Have Not Vested (#) (j)
Shekhar Wadekar		5,940,000		-		12,060,000(1)		0.065		4/5/2021			-			-		-		-
Bruce Warwick		660,000		-		1,340,000(2)		0.065		4/5/2021			-			-		-		-

1)

On April 6, 2011, Mr. Wadekar was granted an option to purchase 18,000,000 shares of the Company’s Common Stock at an exercise price of $0.0650 that vest 5,940,000 shares on April 6, 2012, 5,940,000 shares on April 6, 2013 and 6,120,000 on April 6, 2014 based on continued employment.

2)

On April 6, 2011, Mr. Warwick was granted an option to purchase 2,000,000 shares of the Company’s Common Stock at an exercise price of $0.0650 that vests 660,000 shares on April 6, 2012, 660,000 shares on April 6, 2013 and 680,000 shares on April 6, 2014 based on continued employment.

Equity Compensation Plan Information

The following table provides information about the securities authorized for issuance under the Company’s equity compensation plans as of June 30, 2013:

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrant and rights		Weighted average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance
		(a)			(b)		(c)
Equity compensation plans approved by security holders (1)
Stock options		186,760		$	15.00		15,240
Restricted stock awards		10,000		$	-
Equity compensation plans not approved by security holders (2)		-			-		447
Total		196,760		$	.15.00		15,687

1)

On March 4, 2011, the Board approved the AccelPath, Inc. (formerly - Technest Holdings, Inc.) 2011 Equity Incentive Plan pursuant to which AccelPath, Inc. may grant stock awards covering an aggregate of 50,000,000 shares of its Common Stock with an automatic annual increase of 3,000,000 shares. On February 17, 2012, the Company received a written consent in lieu of a meeting of the holders of the majority of the Common Stock of the Company, holding in the aggregate approximately 52.96% of the total voting power of all issued and outstanding voting capital of the Company ratifying the AccelPath Inc. 2011 Equity Incentive Plan.

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2)

On March 13, 2006, the Company adopted the Company’s 2006 Stock Award Plan, pursuant to which the Company may award up to 1,000,000 shares of its common stock to employees, officers, directors, consultants and advisors to the Company and its subsidiaries. On September 21, 2009, the Company’s Board of Directors increased the number of shares issuable under the plan from 1,000,000 shares to 2,000,000 shares. The purpose of this plan is to secure for the Company and its shareholders the benefits arising from capital stock ownership by employees, officers and directors of, and consultants or advisors to, the Company and its subsidiaries who are expected to contribute to the Company’s future growth and success. The Company has broad discretion in making grants under the plan and may make grants subject to such terms and conditions as determined by the board of directors or a committee appointed by the board of directors to administer the plan. Stock awards under the plan will be subject to the terms and conditions, including any applicable purchase price and any provisions pursuant to which the stock may be forfeited, set forth in the document making the award. As of June 30, 2012, the Company had 111,845 shares available for issuance under the plan.

Adoption of AccelPath, Inc. (formerly - Technest Holdings, Inc.) 2011 Equity Incentive Plan

On March 4, 2011, the Board approved the AccelPath, Inc. (formerly - Technest Holdings, Inc.) 2011 Equity Incentive Plan (the “2011 Plan”). The purpose of the 2011 Plan is to secure and retain the services of employees, officers, directors and consultants of AccelPath, Inc. and its affiliates and to provide a means by which such eligible individuals may be given an opportunity to benefit from increases in the value of the Company’s common stock through the granting of stock awards, thereby aligning the long-term compensation and interests of those individuals with the Company’s stockholders.

The 2011 Plan provides for the granting of incentive stock options, non-statutory stock options, restricted stock awards, stock appreciation rights, and other forms of equity compensation. The 2011 Plan also provides for the granting of performance stock awards so that the Board (or a committee to which authority has been delegated) may use performance criteria in establishing specific targets to be attained as a condition to the grant or vesting of one or more awards under the 2011 Plan.

The 2011 Plan provides for the grant of stock awards to employees, directors and consultants of the Company and its affiliates covering an aggregate of 50,000,000 shares of its common stock, subject to adjustments in the event of certain changes to the Company’s capitalization. The number of shares of common stock available for issuance under the 2011 Plan shall automatically increase on January 1st of each year for a period of 9 years commencing on January 1, 2012 in an amount equal to the lesser of 5% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year, or 3,000,000 shares.

The common stock subject to the 2011 Plan may be unissued shares or reacquired shares, including shares purchased on the open market. If a stock award granted under the 2011 Plan expires or otherwise terminates for any reason without being exercised in full, or a stock award is forfeited to or repurchased by the Company, the shares of common stock expired, terminated, forfeited or repurchased again become available for subsequent issuance under the 2011 Plan.

The Board has broad discretion in making grants under the 2011 Plan and may make grants subject to such terms and conditions as determined by the Board or a duly appointed committee thereof. Grants under the 2011 Plan will be subject to the terms and conditions set forth in the document making the award, including, without limitation any applicable purchase price and provisions pursuant to which the grant may be forfeited.

The Board or a duly appointed committee thereof may suspend or terminate the 2011 Plan at any time. The 2011 Plan is scheduled to terminate on the day before the tenth (10th) anniversary of the earlier of (i) the date the 2011 Plan is adopted by the Board, or March 4, 2011, or (ii) the date the 2011 Plan is approved by the stockholders of the Company. No rights may be granted under the 2011 Plan while the 2011 Plan is suspended or after it is terminated. The Board or a duly appointed committee thereof may amend or modify the 2011 Plan at any time, subject to any required stockholder approval.

On February 17, 2012, the Company received a written consent in lieu of a meeting of the holders of the majority of the Common Stock of the Company, holding in the aggregate approximately 52.96% of the total voting power of all issued and outstanding voting capital of the Company ratifying the 2011 Plan.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information known to the Company with respect to the beneficial ownership of our common stock as of September 29, 2014, unless otherwise noted, by:

·

each stockholder known to own beneficially more than 5% of our common stock;

·

each of our directors;

·

each of our executive officers; and

·

all of our current directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or dispositive power with respect to securities. Shares relating to options or warrants currently exercisable, or exercisable within 60 days of March 21, 2014, are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Percentage of ownership is based on 992,549,379 shares of common stock outstanding on October 1, 2012. Except as indicated by footnote and subject to the community property laws where applicable, the persons or entities named in the tables have sole voting and dispositive power with respect to all shares shown as beneficially owned by them. Except as otherwise noted in the tables below, the address of each person or entity listed in the table is c/o AccelPath, Inc.850 3^rd Avenue, Suite 16C, NYC, NY 10023.

		Number of Shares of Common Stock Beneficially Owned at June 30, 2014
Beneficial Owner of 5% or more		Shares		Percent
Gilbert Steedley		17,156,551		51.0%

1)

Mr Steedley’s ownership represents his ownership of the Series H Preferred Stock. Mr. Steedley acquired his ownership via a transfer from Mr. Wadekar on March 21, 2014

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Mr. Steedley is not deemed to be an independent director pursuant to SEC regulations

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 On January 6, 2014, the Company dismissed MaloneBailey, LLP, as its independent accountant, effective as of that date. On January 6, 2014, the Company engaged John Scrudato CPAs as its independent accountant to audit its financial statements for the fiscal year ending June 30, 2013.

Fees and Services

Audit Fees. The aggregate audit fees billed for professional services rendered by John Scrudato CPAs for the audit of our financial statements as of and for the year ended June 30, 2014 were $20,000 and the year ended June 30, 2013 was $11,000.

Tax Fees. There were no aggregate tax fees for the period ended June 30, 2014 and 2013.

All Other Fees. No other fees were billed by John Scrudato CPAs during the year ended June 30, 2014 or June 30, 2013

At this time, we do not have a stand-alone Audit Committee. Until an independent director who also qualifies as an audit committee financial expert is elected to the Board of Directors, the full Board of Directors is serving the function of the Audit Committee.

For the year ended June 30, 2014, the full Board of Directors, functioning as the Audit Committee, approved the audit or non-audit services before the accounting firm was engaged to perform any such services. Management must obtain the specific prior approval of the Board of Directors for each engagement of the independent registered public accounting firm to perform any audit-related or other non-audit services. The Board of Directors does not delegate its responsibility to approve services performed by the independent registered public accounting firm to any member of management.

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Item 15. Exhibits.

Exhibit No.		Description		Filed with this 10-K		Incorporated by reference From		Filing Date		Exhibit No.
2.1		Unit Purchase Agreement, dated as of January 11, 2011, by and among Technest Holdings, Inc., AccelPath, LLC and the members of AccelPath, LLC				8-K		January 14, 2011		2.1
2.2		Amendment No. 1 to Unit Purchase Agreement, dated as of March 4, 2011, by and among Technest Holdings, Inc. and AccelPath, LLC				8-K		March 10, 2011		2.01
2.3		Agreement and Plan of Merger, dated as of May 1, 2012, by and between Technest Holdings Inc., a Nevada corporation, and AccelPath, Inc., a Delaware corporation and wholly-owned subsidiary of Technest				8-K		May 8, 2012		2.1
2.4		Equity Purchase Agreement, dated as of September 18, 2012, by and among AccelPath, Inc., Digipath Solutions, LLC and Rishi Reddy				8-K		September 24, 2012		2.1
3.1		Restated Articles of Incorporation of Registrant, dated as of December 14, 2000, as filed with the Secretary of State of the State of Nevada on March 2, 2001				10-KSB		April 16, 2001		3.2
3.2		Certificate of Amendment to Articles of Incorporation				8-K		August 9, 2001		3.1
3.3		Amended and Restated By-Laws dated May 21, 2001				DEF 14A		June 14, 2001		B
3.4		Bylaw Amendments				8-K		December 20, 2006		3.1
3.5		By-law Amendments				8-K		October 4, 2007		3.1
3.6		Certificate of Incorporation of AccelPath, Inc.				8-K		May 8, 2012		3.1
3.7		By-Laws of AccelPath, Inc.				8-K		May 8, 2012		3.2
4.1		Form of Common Stock Certificate				SB-2		February 26, 1999		4.1
4.2		Technest Common Stock Warrant issued to Silicon Valley Bank dated August 4, 2006				8-K		August 14, 2006		4.1
4.3		Registration Rights Agreement between Technest Holdings, Inc. and Silicon Valley Bank dated August 4, 2006				8-K		August 14, 2006		4.2
4.4		Series E 5% Convertible Preferred Stock Certificate of Designation to be filed with the Secretary of State of Nevada						January 14, 2011		4.1

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4.5		Common Stock Warrant issued to Mr. Albert Friesen dated February 10, 2012							February 16, 2012		4.1
4.6		Common Stock Warrant issued to Mr. Khaldoon Aljerian dated February 17, 2012							February 23, 2012		4.1
4.7		Common Stock Warrant issued to Mr. Timothy King dated April 18, 2012							May 21, 2012		4.1
4.8		Common Stock Warrant issued to Susan Newberg dated July 31, 2012
4.9		Common Stock Warrant issued to Lingaraj S. Doddamani dated July 31, 2012
4.10		Series F Convertible Preferred Stock Certificate of Designation filed with the Secretary of State of Delaware on September 7, 2012							September 11, 2012		4.1
4.11		Series G Convertible Preferred Stock Certificate of Designation filed with the Secretary of State of Delaware on September 18, 2012							September 24, 2012		4.1
4.13		Common Stock Warrant issued to Ravi Mani dated September 14, 2012
10.1		Office Lease Agreement between Motor City Drive, LLC and Genex Technologies, Inc., dated December 20, 2005							February 21, 2006		10.7
10.2*		Technest Holdings, Inc. 2006 Stock Award Plan							March 17, 2006		10.8
10.3		Indemnification Agreement between Technest Holdings, Inc. and Markland Technologies, Inc. dated September 1, 2006							October 13, 2006		10.36
10.4		Office Lease Agreement Amendment No. 1 by and among Genex Technologies, Incorporated, Technest Holdings, Inc. and Motor City Drive, LLC dated as of November 1, 2006							February 14, 2007		10.1
10.5		Asset Contribution Agreement between Technest Holdings, Inc. and Genex Technologies Incorporated dated November 1, 2006							February 14, 2007		10.2
10.6		Release Agreement dated August 31, 2007 between Technest Holdings, Inc. and InvestorPartners, LP							September 7, 2007		10.1
10.7		Form of Non-competition Agreement entered into between EOIR Technologies, Inc. and Technest Holdings, Inc. and Genex Technologies, Inc.							December 7, 2007		Annex D
10.8		Form of Release entered into by Technest Holdings, Inc. and Genex Technologies, Inc. and acknowledged by EOIR Holdings LLC					Information Statement on Schedule 14C		December 7, 2007		Annex C

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10.9*		Employment Agreement between Gino M. Pereira and Technest Holdings, Inc. dated January 14, 2008				8-K				10.1
10.10*		Employment Agreement between Nitin V. Kotak and Technest Holdings, Inc. dated January 14, 2008				8-K				10.2
10.11*		Restricted Stock Agreement between Nitin V. Kotak and Technest Holdings, Inc. dated January 15, 2008				8-K				10.3
10.12*		Agreement between Gino M. Pereira and Technest Holdings, Inc. dated December 31, 2007				10-QSB				10.9
10.13		Asset Contribution Agreement between Technest Holdings, Inc. and Technest, Inc. dated September 17, 2008, effective as of October 1, 2008				10-KSB				10.48
10.14		Settlement Agreement among Technest Holdings, Inc., EOIR Holdings, LLC and EOIR Technologies, Inc. dated October 26, 2009				8-K				10.1
10.15*		Technest Holdings, Inc. 2006 Stock Award Plan, As amended September 21, 2009				10-Q				10.2
10.16		Securities Purchase Agreement, dated as of January 11, 2011, by and between Technest and InvestorPartners II, LP				8-K				10.1
10.17		Contingent Value Rights Agreement, dated as of January 13, 2011, by and between Technest Holdings, Inc. and Mellon Investor Services LLC				8-K				10.2
10.18		Amendment to Motor City Lease dated February 8, 2011 between Technest Holdings, Inc. and Motor City Drive, LLC				10-Q				10.3
10.19		Equity Purchase Agreement, dated as of March 7, 2011, by and between Technest Holdings, Inc. and InvestorPartners II, LP				8-K				10.1
10.20		Registration Rights Agreement, dated as of March 7, 2011, by and between Technest Holdings, Inc. and InvestorPartners II, LP				8-K				10.2
10.21		Employment Settlement Agreement and Release, dated as of January 11, 2011, by and between Technest Holdings, Inc. and Gino M. Pereira				8-K				10.3
10.22		Technest Holdings, Inc. 2011 Equity Incentive Plan				8-K				10.5
10.23		Form of Option Grant Notice under the AccelPath, Inc. 2011 Equity Incentive Plan				8-K				10.6
10.24		Form of Option Agreement under the AccelPath, Inc. 2011 Equity Incentive Plan				8-K				10.7

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10.25		Industrial Lease Agreement among Technest Holdings, Inc., Technest, Inc. and PS Business Parks, L.P. dated December 7, 2011				8-K				10.1
10.26		Loan Agreement dated February 10, 2012 between Technest Holdings, Inc. and Albert Friesen				10-Q				10.2
10.27		Promissory Note dated February 10, 2012 payable to Mr. Friesen				10-Q				10.3
10.28		Promissory Note dated February 10, 2012 payable to InvestorPartners II, LP				10-Q				10.4
10.29		Loan Agreement dated February 17, 2012 between Technest Holdings, Inc. and Mr. Khaldoon Aljerian				8-K				10.1
10.30		Promissory Note dated February 17, 2012 payable to Mr. Khaldoon Aljerian				8-K				10.2
10.31		Loan Agreement dated April 18, 2012 between Technest Holdings, Inc. and Mr. Timothy King				10-Q				10.1
10.32		Promissory Note dated April 18, 2012 payable to Mr. Timothy King				10-Q				10.2
10.33		Subscription Agreement by and among the Company and Investor, dated July 18, 2012				8-K				10.1
10.34		Exchange Agreement, by and among the Company and Investor, dated July 18, 2012				8-K				10.2
10.35		Convertible Note issued in favor of Investor, dated July 18, 2012				8-K				10.3
10.36		Exchange Note issued in favor of Investor, dated July 18, 2012				8-K				10.4
10.37		Securities Purchase Agreement, dated as of September 10, 2012, by and between AccelPath, Inc. and list of investors set forth therein				8-K				10.1
10.38		Loan Agreement dated as of September 18, 2012, by and among AccelPath, Inc., Digipath Solutions, LLC and Rishi Reddy				8-K				10.1
10.39		Promissory Note dated as of September 18, 2012 payable to Rishi Reddy				8-K				10.2
10.40		Loan Agreement dated as of October 1, 2012, by and among AccelPath, Inc. and Mr. Khal Aljerian				8-K				10.1
10.41		Promissory Note dated as of October 1, 2012 payable to Mr. Khal Aljerian				8-K				10.2
10.42		Amendment dated October 2, 2012 to Loan Agreement dated February 10, 2012 between Technest Holdings, Inc. and Albert Friesen				8-K				10.3

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10.43		First Allonge to Promissory Note dated February 10, 2012					8-K				10.4
		payable to Mr. Friesen
21.1		List of the Subsidiaries of AccelPath, Inc.			X
23.1		Consent of MaloneBailey LLP			X
23.2		Consent of Wolf & Company, P.C.			X
31.1		Certification by CEO of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a).			X
31.2		Certification by PFO of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a).			X
32.1		Certification by CEO and PFO of Periodic Report Pursuant to 18 U.S.C. Section 1350			X
101.INS**			XBRL Instance Document		X
101.SCH* *			XBRL Taxonomy Extension Schema Document		X
101.CAL**			XBRL Taxonomy Extension Calculation Linkbase Document		X
101.DEF**			XBRL Taxonomy Definition Linkbase Document		X
101.LAB**			XBRL Taxonomy Extension Label Linkbase Document		X
101.PRE**			XBRL Taxonomy Extension Presentation Linkbase Document		X

* Indicates a management contract or compensatory plan.

* *Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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Signatures

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on September 29, 2014.

	ACCELPATH, INC.
	By:	/s/ Gilbert Steedley
		Gilbert Steedley,
		Chief Executive Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Gilbert Steedley		President, Chief Executive Officer and		September 29, 2014
Gilbert Steedley		Director

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Exhibit Index

All references to registrant’s Forms 8-K, 10-K and 10-Q include reference to File No. 000-27023.

Exhibit No.		Description		Filed with this 10-K		Incorporated by reference From		Filing Date		Exhibit No.
2.1		Unit Purchase Agreement, dated as of January 11, 2011, by and among Technest Holdings, Inc., AccelPath, LLC and the members of AccelPath, LLC				8-K		January 14, 2011		2.1
2.2		Amendment No. 1 to Unit Purchase Agreement, dated as of March 4, 2011, by and among Technest Holdings, Inc. and AccelPath, LLC				8-K		March 10, 2011		2.01
2.3		Agreement and Plan of Merger, dated as of May 1, 2012, by and between Technest Holdings Inc., a Nevada corporation, and AccelPath, Inc., a Delaware corporation and wholly-owned subsidiary of Technest				8-K		May 8, 2012		2.1
2.4		Equity Purchase Agreement, dated as of September 18, 2012, by and among AccelPath, Inc., Digipath Solutions, LLC and Rishi Reddy				8-K		September 24, 2012		2.1
3.1		Restated Articles of Incorporation of Registrant, dated as of December 14, 2000, as filed with the Secretary of State of the State of Nevada on March 2, 2001				10-KSB		April 16, 2001		3.2
3.2		Certificate of Amendment to Articles of Incorporation				8-K		August 9, 2001		3.1
3.3		Amended and Restated By-Laws dated May 21, 2001				DEF 14A		June 14, 2001		B
3.4		Bylaw Amendments				8-K		December 20, 2006		3.1
3.5		By-law Amendments				8-K		October 4, 2007		3.1
3.6		Certificate of Incorporation of AccelPath, Inc.				8-K		May 8, 2012		3.1
3.7		By-Laws of AccelPath, Inc.				8-K		May 8, 2012		3.2
4.1		Form of Common Stock Certificate				SB-2		February 26, 1999		4.1
4.2		Technest Common Stock Warrant issued to Silicon Valley Bank dated August 4, 2006				8-K		August 14, 2006		4.1
4.3		Registration Rights Agreement between Technest Holdings, Inc. and Silicon Valley Bank dated August 4, 2006				8-K		August 14, 2006		4.2

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4.4		Series E 5% Convertible Preferred Stock Certificate of Designation to be filed with the Secretary of State of Nevada						January 14, 2011		4.1
4.5		Common Stock Warrant issued to Mr. Albert Friesen dated February 10, 2012						February 16, 2012		4.1
4.6		Common Stock Warrant issued to Mr. Khaldoon Aljerian dated February 17, 2012						February 23, 2012		4.1
4.7		Common Stock Warrant issued to Mr. Timothy King dated April 18, 2012						May 21, 2012		4.1
4.8		Common Stock Warrant issued to Susan Newberg dated July 31, 2012
4.9		Common Stock Warrant issued to Lingaraj S. Doddamani dated July 31, 2012
4.10		Series F Convertible Preferred Stock Certificate of Designation filed with the Secretary of State of Delaware on September 7, 2012						September 11, 2012		4.1
4.11		Series G Convertible Preferred Stock Certificate of Designation filed with the Secretary of State of Delaware on September 18, 2012						September 24, 2012		4.1
4.13		Common Stock Warrant issued to Ravi Mani dated September 14, 2012
10.1		Office Lease Agreement between Motor City Drive, LLC and Genex Technologies, Inc., dated December 20, 2005						February 21, 2006		10.7
10.2*		Technest Holdings, Inc. 2006 Stock Award Plan						March 17, 2006		10.8
10.3		Indemnification Agreement between Technest Holdings, Inc. and Markland Technologies, Inc. dated September 1, 2006						October 13, 2006		10.36
10.4		Office Lease Agreement Amendment No. 1 by and among Genex Technologies, Incorporated, Technest Holdings, Inc. and Motor City Drive, LLC dated as of November 1, 2006						February 14, 2007		10.1
10.5		Asset Contribution Agreement between Technest Holdings, Inc. and Genex Technologies Incorporated dated November 1, 2006						February 14, 2007		10.2
10.6		Release Agreement dated August 31, 2007 between Technest Holdings, Inc. and InvestorPartners, LP						September 7, 2007		10.1
10.7		Form of Non-competition Agreement entered into between EOIR Technologies, Inc. and Technest Holdings, Inc. and Genex Technologies, Inc.						December 7, 2007		Annex D

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10.8		Form of Release entered into by Technest Holdings, Inc. and Genex Technologies, Inc. and acknowledged by EOIR Holdings LLC					Information Statement on Schedule 14C		December 7, 2007		Annex C
10.9*			Employment Agreement between Gino M. Pereira and Technest Holdings, Inc. dated January 14, 2008				8-K				10.1
10.10*			Employment Agreement between Nitin V. Kotak and Technest Holdings, Inc. dated January 14, 2008				8-K				10.2
10.11*			Restricted Stock Agreement between Nitin V. Kotak and Technest Holdings, Inc. dated January 15, 2008				8-K				10.3
10.12*			Agreement between Gino M. Pereira and Technest Holdings, Inc. dated December 31, 2007				10-QSB				10.9
10.13			Asset Contribution Agreement between Technest Holdings, Inc. and Technest, Inc. dated September 17, 2008, effective as of October 1, 2008				10-KSB				10.48
10.14			Settlement Agreement among Technest Holdings, Inc., EOIR Holdings, LLC and EOIR Technologies, Inc. dated October 26, 2009				8-K				10.1
10.15*			Technest Holdings, Inc. 2006 Stock Award Plan, As amended September 21, 2009				10-Q				10.2
10.16			Securities Purchase Agreement, dated as of January 11, 2011, by and between Technest and InvestorPartners II, LP				8-K				10.1
10.17			Contingent Value Rights Agreement, dated as of January 13, 2011, by and between Technest Holdings, Inc. and Mellon Investor Services LLC				8-K				10.2
10.18			Amendment to Motor City Lease dated February 8, 2011 between Technest Holdings, Inc. and Motor City Drive, LLC				10-Q				10.3
10.19			Equity Purchase Agreement, dated as of March 7, 2011, by and between Technest Holdings, Inc. and InvestorPartners II, LP				8-K				10.1
10.20			Registration Rights Agreement, dated as of March 7, 2011, by and between Technest Holdings, Inc. and InvestorPartners II, LP				8-K				10.2
10.21			Employment Settlement Agreement and Release, dated as of January 11, 2011, by and between Technest Holdings, Inc. and Gino M. Pereira				8-K				10.3
10.22			Technest Holdings, Inc. 2011 Equity Incentive Plan				8-K				10.5
10.23			Form of Option Grant Notice under the AccelPath, Inc. 2011 Equity Incentive Plan				8-K				10.6

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10.24		Form of Option Agreement under the AccelPath, Inc. 2011 Equity Incentive Plan				8-K				10.7
10.25		Industrial Lease Agreement among Technest Holdings, Inc., Technest, Inc. and PS Business Parks, L.P. dated December 7, 2011				8-K				10.1
10.26		Loan Agreement dated February 10, 2012 between Technest Holdings, Inc. and Albert Friesen				10-Q				10.2
10.27		Promissory Note dated February 10, 2012 payable to Mr. Friesen				10-Q				10.3
10.28		Promissory Note dated February 10, 2012 payable to InvestorPartners II, LP				10-Q				10.4
10.29		Loan Agreement dated February 17, 2012 between Technest Holdings, Inc. and Mr. Khaldoon Aljerian				8-K				10.1
10.30		Promissory Note dated February 17, 2012 payable to Mr. Khaldoon Aljerian				8-K				10.2
10.31		Loan Agreement dated April 18, 2012 between Technest Holdings, Inc. and Mr. Timothy King				10-Q				10.1
10.32		Promissory Note dated April 18, 2012 payable to Mr. Timothy King				10-Q				10.2
10.33		Subscription Agreement by and among the Company and Investor, dated July 18, 2012				8-K				10.1
10.34		Exchange Agreement, by and among the Company and Investor, dated July 18, 2012				8-K				10.2
10.35		Convertible Note issued in favor of Investor, dated July 18, 2012				8-K				10.3
10.36		Exchange Note issued in favor of Investor, dated July 18, 2012				8-K				10.4
10.37		Securities Purchase Agreement, dated as of September 10, 2012, by and between AccelPath, Inc. and list of investors set forth therein				8-K				10.1
10.38		Loan Agreement dated as of September 18, 2012, by and among AccelPath, Inc., Digipath Solutions, LLC and Rishi Reddy				8-K				10.1
10.39		Promissory Note dated as of September 18, 2012 payable to Rishi Reddy				8-K				10.2
10.40		Loan Agreement dated as of October 1, 2012, by and among AccelPath, Inc. and Mr. Khal Aljerian				8-K				10.1

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10.41		Promissory Note dated as of October 1, 2012 payable to Mr. Khal Aljerian				8-K				10.2
10.42		Amendment dated October 2, 2012 to Loan Agreement dated February 10, 2012 between Technest Holdings, Inc. and Albert Friesen				8-K				10.3
10.43		First Allonge to Promissory Note dated February 10, 2012				8-K				10.4
		payable to Mr. Friesen
21.1		List of the Subsidiaries of AccelPath, Inc.		X
23.1		Consent of MaloneBailey LLP		X
23.2		Consent of Wolf & Company, P.C.		X
31.1		Certification by CEO of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a).		X
31.2		Certification by PFO of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a).		X
32.1		Certification by CEO and PFO of Periodic Report Pursuant to 18 U.S.C. Section 1350		X