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EX-32.2 - CFO 906 CERTIFICATE - MMRGlobal, Inc.exh32-2.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q

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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

   

SECURITIES EXCHANGE ACT OF 1934

     
   

For the quarterly period ended September 30, 2014

     
   

OR

     

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

   

SECURITIES EXCHANGE ACT OF 1934

     
   

For the transition period from ______________ to ________________

Commission file number: 000-51134

MMRGLOBAL, INC.
(Exact name of Registrant as Specified in Its Charter)

DELAWARE

 

33-0892797

(State or Other Jurisdiction of
Incorporation or Organization)

 

(I.R.S. Employer
Identification No.)

     

4401 WILSHIRE BLVD., SUITE 200
LOS ANGELES, CA

 

90010

(Address of Principal Executive Offices)

 

(Zip Code)

(310) 476-7002
(Registrant's Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

                  Yes x       No o

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

                  Yes x       No o

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

Large accelerated filer o             Accelerated filer o    
Non-accelerated filer o (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 o       No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of October 15, 2014, the issuer had 762,334,464 shares of common stock outstanding.



TABLE OF CONTENTS

                          Page
Part I.   FINANCIAL INFORMATION                     1
                           
Item 1.   Condensed Consolidated Financial Statements - Unaudited                     1
                           
    Condensed Consolidated Balance Sheets at September 30, 2014 and December 31, 2013                     1
                           
    Condensed Consolidated Statements of Operations - Three and Nine Months Ended September 30, 2014 and September 30, 2013                     2
                           
    Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2014 and September 30, 2013                     3
                           
    Notes to Condensed Consolidated Financial Statements - Unaudited                     4
                           
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations                     19
                           
Item 4.   Controls and Procedures                     30
                           
Part II.   OTHER INFORMATION                     31
                           
Item 1.     Legal Proceedings                     31
                           
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds                     31
                           
Item 6.   Exhibits                     32
                           
Signatures                         33

i


PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements - Unaudited

MMRGLOBAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

      September 30,     December 31,
      2014     2013
             
             
ASSETS
             
Current assets:            
     Cash and cash equivalents   $ 1,491,510    $ 10,359 
     Accounts receivable, less allowances of $345,692 in 2014 and 2013.     109,672      146,298 
     Inventory     78,881      65,238 
     Prepaid expenses and other current assets     153,714      154,637 
          Total current assets     1,833,777      376,532 
             
Long-term investments            
     Investment in equity securities, cost method     87,500      87,500 
          Total long-term investments     87,500      87,500 
             
Property and equipment, net      28,142      38,393 
Intangible assets, net     1,753,291      1,670,033 
          Total assets   $ 3,702,710    $ 2,172,458 
             
LIABILITIES AND STOCKHOLDERS' DEFICIT
             
Current liabilities:            
     Line of credit, related party   $ 941,093    $ 979,545 
     Related party payables     1,008,440      1,147,697 
     Compensation payable     479,940      402,079 
     Severance liability     620,613      620,613 
     Accounts payable and accrued expenses     4,958,776      5,264,527 
     Deferred revenue     59,741      61,211 
     Convertible notes payable     1,043,356      981,215 
     Notes payable, current portion     420,219      375,343 
     Notes payable, related party     196,921      196,921 
     Capital leases payable, current portion     13,221      13,336 
          Total current liabilities     9,742,320      10,042,487 
             
Capital leases payable, less current portion         3,522 
          Total liabilities     9,742,320      10,046,009 
             
Commitments and contingencies (See Note 9)            
             
Stockholders' deficit:            
     Preferred stock - $0.001 par value, 5,000,000 shares authorized, 0 issued and outstanding.             
     Common stock, $0.001 par value, 1,250,000,000 shares authorized,
     762,001,130 and 684,367,465 shares issued and outstanding as of
     September 30, 2014 and December 31, 2013, respectively
    761,795      684,536 
     Additional paid-in capital     56,131,833      53,215,960 
     Accumulated deficit     (62,933,238)     (61,774,047)
          Total stockholders' deficit     (6,039,610)     (7,873,551)
          Total liabilities and stockholders' deficit   $ 3,702,710    $ 2,172,458 

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

1


MMRGLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

        Three Months Ended   Nine Months Ended
        September 30,   September 30,
        2014     2013   2014     2013
                         
Revenues                        
Subscriber     $ 50,863    $ 32,542  $ 109,581    $ 149,412 
MMRPro       17,408      25,716    29,476      263,313 
License fees       1,828,000      54,311    2,290,538      61,011 
Other income       -       -     7,500      61,410 
     Total revenues       1,896,271      112,569    2,437,095      535,146 
Cost of revenues       88,960      93,825    230,402      198,079 
     Gross profit       1,807,311      18,744    2,206,693      337,067 
General and administrative expenses       1,186,972      1,500,914    3,530,193      3,394,570 
Sales and marketing expenses       261,553      459,353    1,087,943      1,368,096 
Technology development       7,254      25,214    57,890      58,456 
     Income (loss) from operations       351,532      (1,966,737)   (2,469,333)     (4,484,055)
Othe income       1,672,820      6,650    1,672,820      16,884 
Interest and other finance charges, net       (104,031)     (283,229)   (362,678)     (434,918)
Net income (loss)     $ 1,920,321    $ (2,243,316) $ (1,159,191)   $ (4,902,089)
                         
                         
Net loss available to common shareholders per share:                        
Basic and diluted     $ 0.00    $ (0.00) $ (0.00)   $ (0.01)
                         
Weighted average common shares outstanding:                        
Basic       754,463,150      622,461,551    731,355,958      589,935,992 
Diluted       756,876,594      622,461,551    731,355,958      589,935,992 

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

2


MMRGLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

          Nine Months Ended September 30,
          2014     2013
                 
Operating activities:                
Net loss       $ (1,159,191)   $ (4,902,089)
Adjustments to reconcile net loss to net cash                 
     provided by (used in) operating activities:                
     Depreciation and amortization         227,488      176,044 
     Accounts payable write-off         (1,672,820)    
     Deferred rent         54,151     
     Warrants issued for services         144,232      366,777 
     Stock-based compensation         582,485      415,431 
     Common stock issued for services         293,422      740,280 
     Accrued related party payables            
     Amortization of loan discount         176,262      265,664 
          Subtotal - Non-cash adjustments         (194,780)     1,964,196 
Effect of changes in:                
     Accounts receivable         36,626      (457,512)
     Inventory         (13,643)     2,865 
     Prepaid expenses and other current assets         923      (61,053)
     Deposits             3,370 
     Accounts payable and accrued expenses         1,200,171      1,164,427 
     Related party payables         279,885      (99,955)
     Compensation payable          77,861      177,891 
     Deferred revenue   `     (1,470)     33,461 
          Subtotal - net change in operating assets & liabilities         1,580,353      763,494 
          Net cash provided by (used in) operating activities         226,382      (2,174,399)
                 
Investing activities:                
     Filing of patents         (246,868)     (370,346)
     Costs of continuing MMRPro and website development         (53,627)     (60,250)
          Net cash used in investing activities         (300,495)     (430,596)
                 
Financing activities:                
     Net proceeds from convertible notes         200,000      1,879,300 
     Proceeds from shares issued for financing activities         1,419,561      828,952 
     Net proceeds from warrant exercises         42,000      70,000 
     Proceeds from note payable         88,134      54,000 
     Payments of note payable         (50,000)     (90,000)
     Payments of line of credit         (140,794)     (156,425)
     Payments of capital lease         (3,637)     (10,909)
          Net cash provided by financing activities         1,555,264      2,574,918 
Net increase (decrease) in cash         1,481,151      (30,077)
Cash, beginning of period         10,359      36,655 
Cash, end of period       $ 1,491,510    $ 6,578 
                 
Supplemental disclosures of cash flow information:                
     Cash paid for interest       $ 140,794    $ 38,860 
     Cash paid for income taxes       $ 1,600    $ 3,882 
Supplemental disclosure of non-cash investing and financing activities:                
     Conversion of convertible notes into common stock       $ 190,000    $ 1,582,919 
     Receipt of investment in equity securities       $ -     $ 350,000 
     Cancellation of investment in equity securities       $ -     $ 56,000 
     Acquisition of assets through capital lease       $ -     $ 33,829 
     Shares issued for reduction of payables       $ 196,812    $ 576,882 

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

3


MMRGLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2014

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

MMRGlobal Inc. (referred to herein, unless otherwise indicated, as "MMR," the "Company," "we," "us," and "our") was originally incorporated as Favrille, Inc. ("Favrille") in Delaware in 2000, and since its inception and before the Merger (as defined below), operated as a biopharmaceutical company focused on the development and commercialization of targeted immunotherapies for the treatment of cancer and other diseases of the immune system. In May 2008, Favrille's ongoing Phase 3 registration trial for the FavId™ vaccine failed to show a statistically significant improvement in the treatment of patients with follicular B-cell Non-Hodgkin's lymphoma. On January 27, 2009, the Company, through MyMedicalRecords, Inc. ("MMR Inc."), what is now our wholly-owned operating subsidiary, conducted a reverse merger with Favrille.

Through our wholly-owned operating subsidiary MMR Inc., the Company's primary business is to license and provide secure and easy-to-use online Personal Health Records ("PHR") and MyEsafeDepositBox storage solutions, serving consumers, healthcare professionals, retailers, employers, insurance companies, financial institutions, and professional organizations and affinity groups. Our PHR, marketed either directly via our website at www.mymedicalrecords.com, through national retailers selling the MyMedicalRecords PHR kit, or through private-label services, enables individuals and families to access their medical records and other important documents, such as birth certificates, passports, insurance policies and wills, anytime from anywhere using an Internet-connected device.

The MyMedicalRecords PHR products and services are built on proprietary, globally patented and patent-pending technologies to allow data, documents, images and voicemail messages including telemedicine and wellness data, to be transmitted and stored in the system using a variety of methods, including fax, phone, file upload, and discrete data transfers in HL7, XML or other formats using APIs and without relying on any specific electronic medical record platform to populate a user's account.

We also offer the MyEsafeDepositBox service which provides secure online storage for vital financial, legal and insurance documents in addition to medical records using the same patented technologies that drive the MyMedicalRecords PHR service. The functionality of the MyEsafeDepositBox service is also included in each MyMedicalRecords PHR account.

Our professional offering, MMRPro, is an end-to-end electronic document management and imaging system designed to give physicians' offices, community hospitals and surgery centers, and other organizations an easy and cost-effective solution to digitizing paper-based medical records and sharing them with patients in a timely manner through an integrated patient portal, MMRPatientView. The MMR Stimulus Program is offered with the MMRPro product offerings to help healthcare professionals recoup some or all of the cost of digital conversion of patient charts when they upgrade patients from the free MMRPatientView portal to a full-featured MyMedicalRecords PHR. In January 2009, as a result of the Merger, we acquired biotech assets and other intellectual property including anti-CD20 antibodies as well as data and samples from the FavId™/Specifid™ vaccine clinical trials for the treatment of B-cell Non-Hodgkin's lymphoma. Notwithstanding the Company's focus on its primary business of licensing and selling its online Personal Health Record products services and professional document imaging and management systems, the Company has also successfully developed a licensing program of its legacy biotech assets while continuing successful prosecution of the Company's Health Information Technology, biotech patents and other IP.

Since 2005, MMR Inc. began filing for patent protection for its Health IT products and services. Our Health IT patent portfolio, through the recent quarter includes 13 U.S. patents (with over 300 issued claims), 17 pending U.S. patent applications (with over 300 claims), seven international patents including two in Australia with others in New Zealand, Singapore, Japan, Canada and Mexico, and 26 other pending patent applications in foreign countries. These patents give us a unique marketplace position in Personal Health Records, being well-positioned to benefit from the growth in Health IT globally. The full term of our Health IT patents will not expire until September 12, 2025 or after. We also own a portfolio of biotech patents which MMR acquired from the Merger with Favrille which include, but are not limited to, data from our pre-Merger clinical vaccine trials, the FavId™/Specifid™ vaccine, and the anti-CD20 antibodies. As a result of the issuance of these patents, our business is continuing to evolve to include both an operating entity and a licensor of intellectual property.

On March 8, 2011, we formed a subsidiary, which we named MMR Life Sciences Group, Inc., exclusively to maximize the value of our biotech assets including our patents, anti-CD 20 antibodies, and FavId vaccine technologies acquired by MyMedicalRecords, Inc. through the merger with Favrille. As of this date the assets have not been transferred to the subsidiary.

4


We (formerly Favrille) were incorporated in Delaware in 2000, MMR Inc. was incorporated in Delaware in 2005, and both are headquartered in Los Angeles, CA.

Principles of Consolidation

The consolidated financial statements include the accounts of MMRGlobal, and its wholly-owned subsidiaries MMR and MMR Life Sciences Group, Inc. All intercompany transactions and balances are eliminated upon consolidation.

Basis of Presentation

We have prepared the accompanying consolidated unaudited financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial statements and with instructions to Form 10-Q pursuant to the rules and regulations of Securities and Exchange Act of 1934, as amended, or the Exchange Act and Article 8-03 of Regulation S-X promulgated under the Exchange Act. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, we have included all adjustments considered necessary (consisting of normal recurring adjustments) for a fair presentation. Operating results for the nine months ended September 30, 2014 are not indicative of the results that may be expected for the fiscal year ending December 31, 2014. You should read these unaudited condensed consolidated financial statements in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013.

Going Concern and Management's Plan

As of September 30, 2014, our current liabilities exceeded our current assets by $7.89 million. Furthermore, during the nine months ended September 30, 2014, we incurred losses of $1.15 million, as further explained in Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in Item 2 of Part I of this Quarterly Report on Form 10-Q.

At September 30, 2014 and December 31, 2013, we had $1,491,510 and $10,359, respectively, in cash and cash equivalents. Historically, we issued capital stock, sold convertible debt and equity securities and received funds from The RHL Group, Inc. (a significant stockholder that is wholly-owned by our Chairman and Chief Executive Officer, Robert H. Lorsch) to operate our business. Although we received additional funding from The RHL Group pursuant to the Ninth Amended and Restated Note effective April 29, 2014 (the "Line of Credit"), we will still be required to obtain additional financing in order to meet installment payment obligations and the previously existing obligations under the Line of Credit, which had a balance of $1.45 million at September 30, 2014 and a total Unpaid Balance (as defined in the Line of Credit) of $2.77 million, which includes amounts borrowed under the Line of Credit, unpaid interest fees, any amounts guaranteed by The RHL Group, and other obligations due the RHL Group pursuant to the terms of the Ninth Amended and Restated Note and the First Amended Security Agreement dated June 26, 2012 (the "Security Agreement"). As a result of the above, we express uncertainty about our ability to continue as a going concern. The components of the RHL Group Note payable and the related balance sheet presentation as of September 30, 2014 are as follows: $0.94 million, which is included in the line of credit, related party; and $0.51 million related to other obligations due to The RHL Group which are included in related party payables.

Management's plan regarding our going concern is to continue utilizing the Line of Credit. At September 30, 2014, there was approximately $1.73 million available under the Line of Credit. Furthermore, we plan to utilize portions of our standby equity facility with Granite State Capital LLC ("Granite") as needed. Finally, we plan to sell additional convertible debt and equity securities, settle our existing liabilities through the issuance of equity securities, explore other debt financing arrangements, increase our existing subscriber and affiliate customer base, sell our products and services, and collect licensing fees from parties utilizing our intellectual property to obtain additional cash flow over the next twelve months. There can be no assurance that funds from these sources will be available when needed or, if available, will be on terms favorable to us or to our stockholders. If additional funds are raised by issuing equity securities, the percentage of ownership of our stockholders will be reduced, stockholders will experience additional dilution and/or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock. If we are unable to utilize our Line of Credit, our equity facility with Granite, obtain suitable alternative debt or equity financing, or increase sales of our products of increase licensing fees from the use of our intellectual property, our ability to execute our business plan and continue as a going concern may be adversely affected.

These matters raise substantial doubt about our ability to continue as a going concern. These financial statements were prepared under the assumption that we will continue as a going concern and do not include any adjustments that might result from the outcome of that uncertainty.

5


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) MANAGEMENT'S USE OF ESTIMATES

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, allowances for doubtful accounts, the valuation of deferred income taxes, tax contingencies, long-lived and intangible assets, valuation of derivative liabilities and stock-based compensation. These estimates are based on historical experience and on various other factors that management believes to be reasonable under the circumstances, although actual results could differ from those estimates.

(b) CASH AND CASH EQUIVALENTS

We consider cash equivalents to be only those investments that are highly liquid, readily convertible to cash and with maturities of 90 days or less at the purchase date. We maintain our cash in bank deposit accounts that, at times, may exceed federally insured limits. We have not experienced any losses in such accounts and believe that we are not exposed to any significant credit or deposit risk on our cash. We had cash and cash equivalents of $1,491,510 and $10,359 as of September 30, 2014 and December 31, 2013, respectively.

(c) TRADE AND OTHER RECEIVABLES

Receivables represent claims against third parties that will be settled in cash. The carrying value of receivables, net of an allowance for doubtful accounts, if any, represents their estimated net realizable value. We estimate the allowance for doubtful accounts, if any, based on historical collection trends, type of customer, the age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, we give further consideration to the collectability of those balances and the allowance is adjusted accordingly. We write off past due receivable balances when collection efforts have been unsuccessful in collecting the amount due.

(d) COST METHOD INVESTMENT

We account for our long term investments in accordance with ASC 325-20. We hold a minority equity investment in a private company, which is recorded as Investment in equity securities. This investment is accounted for under the cost method of accounting as we own less than 20% of the voting equity and only have the ability to exercise nominal, not significant, influence over the investee. We monitor this investment for impairment and make appropriate reductions in carrying value if necessary.

(e) INVENTORY

Inventory is stated at the actual cost, using the first-in, first-out method. On an on-going basis, we evaluate our inventory for obsolescence. This evaluation includes analysis of sales levels, sales projections, and purchases by item. If future demand or market conditions are different than our current estimates, an inventory adjustment may be required, and would be reflected in cost of goods sold in the period the revision is made.

(f) FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC 820-10, Fair Value Measurements and Disclosures, requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of September 30, 2014 and December 31, 2013, the carrying value of accounts receivable, deposits, related party payables, compensation payable, severance liabilities, and accounts payable and accrued expenses approximates fair value due to the short-term nature of such instruments. The carrying value of short-term debt approximates fair value as the related interest rates approximate rates currently available to us.

We utilize ASC 820-10 for valuing financial assets and liabilities measured on a recurring basis. ASC 820-10 defines fair value, establishes a framework for measuring fair value and generally accepted accounting principles, and expands disclosures about fair value measurements. This standard applies in situations where other accounting pronouncements either permit or require fair value measurements. ASC 820-10 does not require any new fair value measurements.

6


Accounting guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The standard describes three levels of inputs that may be used to measure fair value:

 

Level 1:

Quoted prices in active markets for identical or similar assets and liabilities.

 

Level 2:

Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets and liabilities.

 

Level 3:

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

(g) IMPAIRMENT OF LONG-LIVED ASSETS AND INTANGIBLES

We account for long-lived assets, which include property and equipment and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with ASC 350-30. ASC 350-30 requires that we review long-lived assets for impairment whenever events or changes in circumstances indicate that we may not recover the carrying amount of an asset. We measure recoverability by comparing the carrying amount of an asset to the expected future undiscounted net cash flows generated by the asset. If we determine that the asset may not be recoverable, or if the carrying amount of an asset exceeds its estimated future undiscounted cash flows, we recognize an impairment charge to the extent of the difference between the fair value and the asset's carrying amount. Our assessment of the undiscounted future cash flows indicated that the carrying amount of the long-lived and intangible assets are recoverable, therefore, we had no impairment charges during the nine months ended September 30, 2014 and 2013.

(h) REVENUE RECOGNITION

We generate our revenues from services, which are comprised of providing electronic access to consumer medical records and other vital documents, and from the licensing of our intellectual property and services. We recognize revenue only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and we are reasonably assured of collectability of the resulting receivable.

Our subscriber revenues consist of annual and monthly recurring retail subscriptions and usage-based fees, which are primarily paid in advance by credit card, and corporate accounts that are based on either an access-fee or actual number of users, and in each case billed in advance at the beginning of each month of service. We defer the portions of annual recurring subscription fees collected in advance and recognize them on a straight line basis over the subscription period.

We license the rights to use portions of our intellectual property portfolio, which includes certain patent rights essential to the sale of certain PHR products. Licensees typically pay a license fee in one or more installments and ongoing royalties based on their sales of products incorporating or using the Company's licensed intellectual property. License fees are recognized over the estimated period of benefit to the licensee, typically five to fifteen years. The Company earns royalties on such licensed products sold by its licensees at the time that the licensees' sales occur. The Company recognizes royalty revenues based on royalties reported by licensees during the quarter and when other revenue recognition criteria are met.

We grant exclusive and non-exclusive licenses for the sale and marketing of our services in international territories in consideration of license fees and ongoing royalties. The royalty fee is usually a percentage of revenue earned by the licensee and there are usually certain minimum guarantees. We defer the recognition of license fee revenues received in advance from international licensees for the grant of the license and recognize them over the period covered by the agreement. We defer the recognition of minimum guaranteed royalty payments received in advance and recognize them over the period to which the royalty relates. We include all such revenues under "License Fees." In those cases where a license agreement contains multiple deliverables, we account for the agreement in accordance with ASC 605-25, Revenue Recognition - Multiple-Element Arrangements.

We recognize revenue on sales of our MMRPro system in accordance with ASC 605-25, Revenue Recognition, Multiple-Element Arrangements.

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Our multiple-deliverable arrangements consist solely of our MMRPro product. Significant deliverables within these arrangements include sophisticated scanning equipment, various licenses to use third party software, a license to use our proprietary MMRPro application software, installation and training, dedicated telephone lines, secure online storage and warranties.

We determined all elements to be separate units of accounting as they have standalone value to the customers and/or they are sold by other vendors on a standalone basis. Delivery of the hardware and certain software elements of these arrangements occur at the inception of the agreement. We deliver installation and training at the inception of the agreement. We provide other software licenses, telephone lines and online secure storage over the three year term of the agreement. We include warranties in the arrangements, however the third party product manufacturer, and not us, is obligated to fulfill such warranties. The third-party warranty contracts are paid in advance and are not refundable.

We allocate the revenue derived from these arrangements among all the deliverables. We base such allocation on the relative selling price of each deliverable. With the exception of our proprietary MMRPro application software, we use third party evidence to set the selling prices used for this allocation. In all such cases, third parties sell the same or very similar products. For the MMRPro application software, we estimate the selling price based on recent discussions regarding licensure of that particular application on a standalone basis. To date, we have not licensed this software on a standalone basis.

We recognize the allocated revenue for each deliverable in accordance with SEC Staff Accounting Bulletin ("SAB") No. 104, Topic 13: Revenue Recognition. Under this guidance, we recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed and determinable and collectability is reasonably assured. This results in us recognizing revenue for the hardware, certain software and the warranties upon delivery to the customer, for the installation and training upon completion of these services, and ratably over the contract period for the software licenses, telephone lines and online secure storage.

Revenue from the licensing of our biotech assets may include non-refundable license and up-front fees, non- refundable milestone payments that are triggered upon achievement of a specific event, and future royalties or lump-sum payments on sales of related products. For agreements that provide for milestone payments, such as our agreement with Celgene, we adopted ASC 605-28-25, Revenue Recognition Milestone Method.

(i) SHARE-BASED COMPENSATION

We account for share-based compensation in accordance with ASC 718-20, Awards Classified as Equity. We apply ASC 718- 20 in accounting for stock-based awards issued to employees under the recognition of compensation expense related to the fair value of employee share-based awards, including stock options and restricted stock. Determining the fair value of options at the grant date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise, the associated volatility and the expected dividends. Judgment is required in estimating the amount of share-based awards expected to be forfeited prior to vesting. If actual forfeitures differ significantly from these estimates, share-based compensation expense could be materially impacted.

We account for options and warrants issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non- Employees. We treat options and warrants issued to non-employees the same as those issued to employees with the exception of determination of the measurement date. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete. Options and warrants granted to consultants are valued at their respective measurement dates, and recognized as an expense based on the portion of the total consulting services provided during the applicable period. As further consulting services are provided in future periods, we will revalue the associated options and warrants and recognize additional expense based on their then current values.

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We estimate the fair value of each stock option on the date of grant using the Black-Scholes option pricing model. We determine assumptions relative to volatility and anticipated forfeitures at the time of grant. We valued grants of stock options and warrants during the nine months ended September 30, 2014 and 2013 using the following assumptions.

  September 30, 2014   September 30, 2013
Expected life in years 0 - 5 Years   0 - 5 Years
Stock price volatility 144.64% - 171.22%   120.51% - 122.72%
Risk free interest rate 0.10 - 1.64%   0.04% - 1.38%
Expected dividends None   None
Forfeiture rate 0%   0%

We base the assumptions used in the Black-Scholes models upon the following data: (1) our use of the contractual life of the underlying non-employee warrants as the expected life; the expected life of the employee options used in this calculation is the period of time the options are expected to be outstanding and has been determined based on historical exercise experience; (2) in the absence of an extensive public market for our shares, the expected stock price volatility of the underlying shares over the expected term of the option or warrant was taken at approximately the mid-point of the range for similar companies at the various grant dates; (3) we base the risk free interest rate on published U.S. Treasury Department interest rates for the expected terms of the underlying options or warrants; (4) we base expected dividends on historical dividend data and expected future dividend activity; and (5) we base the expected forfeiture rate on historical forfeiture activity and assumptions regarding future forfeitures based on the composition of current grantees.

(j) NET INCOME/LOSS PER SHARE

We apply the guidance of ASC 260-10, Earnings Per Share for calculating the basic and diluted loss per share. We calculate basic loss per share by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding. We compute diluted loss per share similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential shares had been issued and if the additional shares were dilutive. We exclude common equivalent shares from the computation of net loss per share if their effect is anti-dilutive.

We excluded all potential anti-dilutive common shares from the computation of diluted net loss per common share for the three and nine months ended September 30, 2014 and 2013 because they were anti-dilutive due to our net loss position. Stock options, warrants and convertible notes excluded from the computation totaled 114,917,439 shares for the three and nine months ended September 30, 2014 and 201,195,775 shares for the three and nine months ended September 30, 2013, respectively.

(k) RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. This new guidance is effective for the Company in the first quarter of 2017, with no early adoption permitted. The standard permits the use of either the retrospective or cumulative effect transition method. At this time we have not selected a transition method. We are currently evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures.

In August 2014, the FABS issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"). ASU 2014-15 will explicitly require management to assess an entity's ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. The new standard will be effective for all entities in the first annual period ending after December 15, 2016. Earlier adoption is permitted. We are currently evaluating the impact of the adoption of ASU 2014-15. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements.

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NOTE 3 - RELATED PARTY PAYABLES, LINE OF CREDIT AND NOTE PAYABLE

On August 13, 2013, we and The RHL Group entered into an Eighth Amended and Restated Promissory Note (the "Amended Note"), effective as of August 13, 2013. The Amended Note amends and restates that certain Seventh Amended Note entered into between the foregoing parties, effective April 29, 2013 (the "Existing Note" and together with its predecessor notes and the Amended Note, the "Credit Facility"), by: (i) extending the maturity date to April 29, 2014; (ii) requiring a $1,000 per month minimum payment. In connection with the Eighth Amended Note, we issued The RHL Group warrants to purchase 2,852,200 shares of our common stock at $0.04 per share. Except as set forth above, the Amended Note does not materially alter the terms of the Existing Note.

On July 10, 2014, we and The RHL Group entered into a Ninth Amended and Restated Promissory Note (the "Amended Note"), effective as of April 29, 2014. The Amended Note amends and restates that certain Eighth Amended Note entered into between the foregoing parties, effective April, 29, 2014 (the "Existing Note" and together with its predecessor notes and the Amended Note, the "Credit Facility"), by: (i) extending the maturity date to April 29, 2015. In connection with the Ninth Amended Note, we issued The RHL Group warrants to purchase 2,781,561 shares of our common stock at $0.035 per share on July 10, 2014. Except as set forth above, the Amended Note does not materially alter the terms of the Existing Note.

Historically, the predecessor notes have, over time, increased the maximum amount of credit available under the Credit Facility from $100,000 to $1,000,000 to $3,000,000 to $4,500,000. The maximum amount of the Amended Note is $4,500,000. The Amended Note continues to bear interest at the lesser of 10% or the highest rate then permitted by law, and is secured (similar to the Existing Note) by a Security Agreement, which has been in effect since July 31, 2007, as renewed and amended to date (the "Security Agreement").

The Ninth Amended Note had a balance of $1.45 million at September 30, 2014. The components of the Ninth Amended Note and the related balance sheet presentation as of September 30, 2014 are as follows: $0.94 million, which is included in the line of credit, related party; and $0.51 million for other obligations due to The RHL Group, which is included in related party payables.

Total interest expense on the Line of Credit for the three months ended September 30, 2014 and 2013 amounted to $36,952 and $32,613, respectively. Total interest expense on the Line of Credit for the nine months ended September 30, 2014 and 2013 amounted to $98,985 and $101,613, respectively. The unpaid interest balances as of September 30, 2014 and December 31, 2013 were $0 and $24,049, respectively.

In conjunction with the Ninth Amended Note, we were required to maintain certain financial covenants, including the requirement that we have at least $200,000 of cash in our bank accounts or such other amount as necessary to maintain operations through the subsequent thirty (30) days and timely pay any obligations due respecting payroll and all associated payroll taxes on and after September 30, 2014. As of September 30, 2014, the Company was in compliance with these covenants.

NOTE 4 - INCOME TAXES

Under ASC 740-270, Income Taxes - Interim Reporting, we are required to adjust our effective tax rate each quarter to be consistent with the estimated annual effective tax rate. We are also required to record the tax impact of certain discrete items, unusual or infrequently occurring, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. In addition, we exclude jurisdictions with a projected loss for the year or a year-to-date loss where we cannot recognize a tax benefit from our estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections.

Pursuant to ASC 740, Income Taxes, we performed an analysis of previous tax filings and determined that there were no positions taken that it considered uncertain. Therefore, there were no unrecognized tax benefits as of September 30, 2014.

MMR Inc., in its capacity as the operating company taking over our income tax positions in addition to its own positions after January 27, 2009 (see Note 1), has estimated its annual effective tax rate to be zero. MMRGlobal has based this on an expectation that the combined entity will generate net operating losses in 2014, and it is not likely that those losses will be recovered using future taxable income. Therefore, no provision for income tax has been recorded as of and for the three and nine months ended September 30, 2014.

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NOTE 5 - COMMITMENTS AND CONTINGENCIES

Leases

Effective September 1, 2013, we renewed our lease for office space in Los Angeles, California with a term through August 31, 2018. The lease currently requires a monthly payment of $12,375. Rent expense is recorded under the straight-line method over the life of the lease. In the current quarter, we received a credit of $30,250 from the landlord as a discount on the current year's rent. Total rent expense for the three months ended September 30, 2014 and 2013 were $13,795 and $24,840, respectively. Total rent expense for the nine months ended September 30, 2014 and 2013 was $129,276 and $76,615, respectively.

Future minimum lease payments as of September 30, 2014, under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum capital lease payments are as follows:

Year Ending     Operating     Capital
December 31,     Leases     Leases
             
     2014 (Remainder of)    $ 41,250    $ 9,699 
     2015      170,500      3,522 
     2016      187,550      -  
     2017      206,305      -  
     2018 and there after      146,410      -  
      752,015      13,221 
     Less current portion      (166,375)     (13,221)
Total minimum lease payments    $ 585,640    $

Litigation Matters

From time to time, we are involved in various legal proceedings generally incidental to our business. While the result of any litigation contains an element of uncertainty, our management presently believes that the outcome of any known, pending or threatened legal proceeding or claim, individually or combined, will not have a material adverse effect on our financial statements.

On December 9, 2011, MyMedicalRecords, Inc. entered into a Non-Exclusive Settlement and Patent License Agreement with Surgery Center Management LLC ("SCM"). In consideration for the rights granted under that Agreement and in consideration of a settlement and release agreement, SCM contracted to pay MyMedicalRecords, Inc. an initial payment of $5 million payable on December 23, 2011, and additional payments of $5 million per year for five consecutive years. After unsuccessful attempts to collect the past due amount of $5 million, on January 19, 2012, MyMedicalRecords, Inc. filed a lawsuit in the Superior Court of the State of California for the County of Los Angeles for breach of contract and seeks damages in an amount of $30 million. On February 13, 2014, SCM filed an answer to the complaint and a cross-complaint alleging claims for breach of that contract, among other things. On July 10, 2014, the court granted SCM's motion for summary adjudication on the claim for breach of contract in the complaint and its counterclaim for declaratory relief, which is the subject of an appeal, and sustained in its entirety a demurrer filed by a separate party to the first amended cross-complaint. On July 30, 2014, SCM filed its second amended cross-complaint, alleging substantially the same claims.  MyMedicalRecords, Inc. will continue to pursue its claim and defenses, but the Company cannot predict the chances of either a favorable or unfavorable outcome, nor does the Company have sufficient information regarding its ability to collect any judgment MyMedicalRecords, Inc. may obtain.

On February 11, 2013, MMR filed a complaint for patent infringement against WebMD Health Corp. and its wholly owned subsidiary WebMD Health Services Group, Inc. (collectively, "WebMD"), titled MyMedicalRecords, Inc. v. WebMD Health Corp et al., United States District Court, Central District of California. That complaint alleged that WebMD is infringing MMR's Personal Health Records patent U.S. Patent No. 8,301,466. MMR subsequently withdrew the complaint per an agreement allowing MMR to the right to re-file without prejudice unless an agreement is reached within a specific period of time. On August 27, 2013, MMR terminated the agreement with WebMD. On October 2, 2013, MMR filed a new complaint against WebMD in the United States District Court for the Central District of California, alleging infringement of U.S. Patent Nos. 8,301,466 and 8,498,883. The Court issued a claim construction order on September 4, 2014, and granted MMR's motion to amend its infringement contentions with respect to the `466 Patent against all defendants on November 7. This matter is currently in the discovery phase. While we maintain that MMR's patents are valid and infringed, we do not have enough facts at this time to predict the changes of either a favorable or unfavorable outcome nor do we have any facts upon which to base any information regarding collectability.

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On April 10, 2013, MMR filed a complaint for patent infringement against Quest Diagnostics Inc. ("Quest") in the United States District Court for the Central District of California, alleging that Quest Diagnostics Inc. is infringing U.S. Patent No. 8,301,466. On October 11, 2013, MMR filed an unopposed motion to add a claim of infringement of U.S. Patent 8,498,883 to its complaint against Quest, which was granted on October 29, 2013. The Court issued a claim construction order on September 4, 2014, and granted MMR's motion to amend its infringement contentions with respect to the `466 Patent against all defendants on November 7. This matter is currently in the discovery phase. While we maintain that MMR's patents are valid and infringed, we do not have enough facts at this time to predict the changes of either a favorable or unfavorable outcome, nor do we have any facts upon which to base any information regarding collectability.

On May 17, 2013, MMR filed a complaint for patent infringement against Jardogs, LLC (the "Jardogs Complaint") in the United States District Court for the Central District of California, alleging that Jardogs, LLC infringes U.S. Patent No. 8,301,466. On September 23, 2013, MMR filed a separate complaint for patent infringement against Allscripts Healthcare Solutions Inc. ("Allscripts") titled MyMedicalRecords, Inc. v. Allscripts Healthcare Solutions Inc., United States District Court, Central District of California (the "Separate Allscripts Complaint"). The Separate Allscripts Complaint alleged that Allscripts is infringing U.S. Patent Nos. 8,301,466 and 8,498,883. On October 4, 2013, MMR filed a motion to amend the Jardogs Complaint to add Allscripts as a party defendant and to allege that Allscripts is infringing U.S. Patent Nos. 8,301,466 and 8,498,883. The Court granted that motion on November 1, 2013. Thereafter, MMR dismissed the Separate Allscripts Complaint. The Court issued a claim construction order on September 4, 2014, and granted MMR's motion to amend its infringement contentions with respect to the `466 Patent against all defendants on November 7. This matter is currently in the discovery phase. While we maintain that MMR's patents are valid and infringed, we do not have enough facts at this time to predict the changes of either a favorable or unfavorable outcome, nor do we have any facts upon which to base any information regarding collectability.

MMR had received a letter from Sunil Singhal, a former employee. Mr. Sunil Singhal was employed as Executive Vice President of Technology and Product Development at MMR. He was placed on a 30-day administrative leave on February 13, 2012 and was given a 30-day notice of termination as approved by the Board of Directors of MMRGlobal on February 29, 2012. On March 30, 2012, Mr. Singhal was officially terminated. He filed a charge with the U.S. Equal Employment Opportunity Commission, but that body has declined to take action. In turn, he filed a claim with the California Department of Fair Employment and Housing ("DFEH").  The DFEH had declined to bring a citation, but it has issued a "right to sue" notice.  Mr. Singhal filed suit in the Los Angeles County Superior Court in 2013. MMR answered the complaint denying liability and damages. On June 19, 2014, the matter was mediated before a private mediator and a confidential settlement was reached in September 2014 and finalized in October 2014.

NOTE 6 - STOCKHOLDERS' DEFICIT

Preferred Stock

We have 5,000,000 shares of preferred stock authorized. As of September 30, 2014, and December 31, 2013, there were no shares of preferred stock issued and outstanding.

Common Stock

As of September 30, 2014, we are authorized to issue 1,250,000,000 shares of common stock.

On May 24, 2012, we filed a registration statement on Form S-1 related to the offer and resale of up to 100,000,000 shares of our common stock by Granite. Granite has agreed to purchase all 100,000,000 shares offered sale under the registration statement, and an additional 1,000,000 shares were issued to Granite as partial consideration for the preparation of the documents related to the registration statement. Subject to the terms and conditions of the agreement with Granite, we have the right to put up to $15 million in shares of our common stock to Granite. As of September 30, 2014, the amount available under the equity line facility was $13.1 million; however, that amount could be reduced based on the market price of our stock at the time any shares are sold.

As of September 30, 2014, the total shares of our common stock issued and outstanding amounted to 762,001,130.

NOTE 7 - EQUITY ISSUANCES

Stock Option Activity

Our 2001 Equity Incentive Plan (the "2001 Plan") expired on June 5, 2011 and no options were issued under the 2001 Plan since that date. As of September 30, 2014, 16,484,557 shares remain issued under the 2001 Plan.

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On September 1, 2011, our Board of Directors approved the adoption of a new plan to replace the 2001 Plan under the same general terms as the 2001 Plan. On June 20, 2012, our stockholders voted and approved the 2011 Equity Incentive Plan (the " 2011 Plan") at our 2012 Annual Stockholder Meeting. As of September 30, 2014, 22.66 million shares remain issued under the 2011 Plan, and 39.34 million shares of our common stock are reserved for future issuance under our 2011 Plan, which includes an automatic 5 million share annual increase pursuant to the terms of the 2011 Plan and a 20 million share increase authorized during our 2013 Annual Stockholder's Meeting.

A summary of option activity for the nine months ended September 30, 2014 is presented below. Options granted by MMR Inc. prior to the date of the Merger have been retroactively restated to reflect the conversion ratio of MMR Inc. to MMR shares.

              Weighted-      
              Average      
          Weighted-   Remaining      
          Average   Contractual     Aggregate
          Exercise   Life     Intrinsic
    Options     Price   (Years)     Value
Outstanding at December 31, 2013   39,891,722    $ 0.10    5.08    $ -  
Granted   500,000    $ 0.06    -     $ -  
Exercised   (450,000)   $ 0.08    -     $ -  
Cancelled   (800,000)   $ 0.08    -     $ -  
Outstanding at September 30, 2014 (Unaudited)   39,141,722    $ 0.10    4.72    $ -  
                     
                     
Vested and expected to vest                    
     at September 30, 2014 (Unaudited)   39,141,722    $ 0.10    4.72    $ -  
                     
Exercisable at September 30, 2014 (Unaudited)   37,941,722    $ 0.10    4.65    $ -  

The aggregate intrinsic value in the table above is before applicable income taxes and is calculated based on the difference between the exercise price of the options and the quoted price of the common stock as of the reporting date.

On May 20, 2014 we granted one employee options to purchase 500,000 shares of our common stock at an exercise price of $0.06 per share as an incentive. The options vest on the one year anniversary and expire five years after the date of issuance.

Total stock option expenses recorded during the three months ended September 30, 2014 and 2013 were $9,189 and $69,728, respectively.

Total stock option expenses recorded during the nine months ended September 30, 2014 and 2013 were $151,634 and $177,931, respectively.

The following table summarizes information about stock options outstanding and exercisable at September 30, 2014.

      Options Outstanding   Options Exercisable
            Weighted     Weighted         Weighted     Weighted
            Average     Average         Average     Average
  Exercise   Number     Remaining     Exercise   Number     Remaining     Exercise
  Price   of Shares     Life (Years)     Price   of Shares     Life (Years)     Price
                                   
$ 0.05 - 0.09   13,500,000      6.91   $ 0.07    12,300,000      6.89   $ 0.07 
$ 0.10 - 0.15   23,011,461      3.69   $ 0.11    23,011,461      3.69   $ 0.11 
$ > 0.15   2,630,261      4.70   $ 0.19    2,630,261      4.70   $ 0.19 
      39,141,722                37,941,722             

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Warrants

On March 4, 2014, we granted an unrelated third party a warrant to purchase 500,000 shares of our common stock in consideration for services. This warrant vests immediately and has an exercise price of $0.06 per share, and an expiration date of February 28, 2015.

On March 4, 2014, we granted an unrelated third party a warrant to purchase 500,000 shares of our common stock. This warrant vests upon three successful Hospital Sign ups of MMR Patient View Portal and has an exercise price of $0.10 per share, and an expiration date of February 28, 2015.

On March 4, 2014, we granted an unrelated third party a warrant to purchase 250,000 shares of our common stock in consideration for services. This warrant vests in six months and has an exercise price of $0.06 per share, and an expiration date of March 4, 2016.

On March 27, 2014, we granted an unrelated third party a warrant to purchase 250,000 shares of our common stock in consideration for services. This warrant vests in one year and has an exercise price of $0.06 per share, and an expiration date of March 27, 2019.

On April 8, 2014, we granted and unrelated third-party a warrant to acquire 250,000 shares of common stock in consideration for services. The warrant vests equally over three years, has an exercise price of $0.06 per share, and an expiration date of April 8, 2019.

On April 30, 2014, we granted and unrelated third-party a warrant to acquire 250,000 shares of common stock in consideration for services. The warrant vests equally over three years, has an exercise price of $0.06 per share, and an expiration date of April 30, 2019.

On May 29, 2014, we granted an unrelated third party a warrant to purchase 500,000 shares of our common stock as part of a warrant exchange program. This warrant vests immediately and has an exercise price of $0.024 per share, and an expiration date of May 29, 2015.

On May 29, 2014, we granted an unrelated third party a warrant to purchase 500,000 shares of our common stock in consideration for services. This warrant vests in one year and has an exercise price of $0.06 per share, and an expiration date of May 29, 2015.

On July 10, 2014, we granted the RHL Group a warrant to purchase 2,781,561 shares of our common stock in connection with the renewal of the line of credit through the Ninth Amended Note. This warrant has an exercise price of $0.035 per share, with an expiration date of June 4, 2019, and vests at commencement.

A summary of the activity of our warrants for the nine months ended September 30, 2014 is presented below:

        Weighted Avg
  Shares     Exercise Price
Outstanding at December 31, 2013 88,571,841    $ 0.07 
Granted 5,781,561    $ 0.05 
Exercised (2,250,000)   $ 0.04 
Cancelled (18,574,992)   $ 0.11 
Outstanding at September 30, 2014 (Unaudited) 73,528,410    $ 0.06 
         
Exercisable at September 30, 2014 (Unaudited) 67,707,577    $ 0.06 

Total warrant expenses recorded during the three months ended September 30, 2014 and 2013 were $81,197 and $215,222, respectively.

Total warrant expenses recorded during the nine months ended September 30, 2014 and 2013 were $144,232 and $346,777, respectively.

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The following summarizes the total warrants outstanding and exercisable as of September 30, 2014:

    Warrants Outstanding   Warrants Exercisable
    Warrants   Weighted Avg     Weighted Avg   Warrants   Weighted Avg     Weighted Avg
Ranges   Outstanding   Remaining Life     Exercise Price   Exercisable   Remaining Life     Exercise Price
                             
$0.02 - $0.025   73,528,410    2.12    $ 0.06    67,707,577    2.13    $ 0.06 
                             
    73,528,410              67,707,577           

The inputs used for the Black-Scholes option and warrant valuation model were as follows:

  September 30, 2014   September 30, 2013
Expected life in years 0 - 5 Years   0 - 5 Years
Stock price volatility 144.64% - 171.22%   120.51% - 122.72%
Risk free interest rate 0.10 - 1.64%   0.04% - 1.38%
Expected dividends None   None
Forfeiture rate 0%   0%

Shares Issued for Services or Reduction to Liabilities

During the nine months ended September 30, 2014, we issued 14,690,354 shares of common stock with a value of $490,234 to various third parties and charged the proceeds to the appropriate accounts for the following reasons:

    Nine Months Ended September 30, 2014
Purpose   Shares     Value
           
Reduction of payables    5,744,804    $ 196,812 
Services provided    8,945,550    $ 293,422 
Totals    14,690,354    $ 490,234 

The 14,690,354 issued shares were not contractually restricted. However, as these shares have not been registered under the Securities Act of 1933, as amended (the "Act"), they are restricted from sale until they are registered under the Act, or qualify for resale under the rules promulgated under the Act. All such shares were calculated at the trading closing price on the date of issuance.

Stock Bonus Agreements

From time to time, we issue shares of our common stock as a bonus for services rendered. Stock bonuses may be awarded upon satisfaction of specified performance goals pursuant to the Performance Stock Bonus Agreement.

On each grant date, we valued the stock bonus based on the share price and the expenses were amortized using the straight line method. Total stock bonus expenses recorded during the three months ended September 30, 2014 and 2013 were $63,000 and $178,125, respectively. Total stock bonus expenses recorded during the nine months ended September 30, 2014 and 2013 were $245,375 and $237,500, respectively, and are reflected in operating expenses in the accompanying consolidated statements of operations.

As of September 30, 2014, 7,000,000 shares of restricted stock previously issued remained unvested, and unrecognized compensation cost with respect to these instruments amounted to $63,000, which will be recognized in earnings during 2014.

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NOTE 8 - NOTES PAYABLE

Notes payable consisted of the following:

      September 30,     December 31,
      2014     2013
             
Promissory notes payable due to the former officers of MMRGlobal as part of severance
packages, due in full on August 31, 2009 with no stated interest
  $ 76,783    $ 76,783 
             
Promissory notes payable due to the former officers of MMRGlobal pursuant to the
Resignation and Post-Merger Employment Arrangement, due in full on August 31, 2009
with no stated interest
    25,444      25,444 
             
Promissory notes payable due to vendors relating to settlement of certain outstanding
accounts payable, payable in 18 equal monthly installments commencing on July 27, 2009
and ending on January 27, 2011, with no stated interest
    223,116      223,116 
             
Short term loan due to a third-party with no stated interest      94,876      50,000 
             
      420,219      375,343 
Less: current portion     (420,219)     (375,343)
Notes payable, less current portion   $ -     $ -  
             
Short term loan due to a related-party, payable in full on
January 2, 2014 with 12% interest 
  $ 196,921    $ 196,921 
             
Notes payable related party, current portion     196,921      196,921 
Less: current portion     (196,921)     (196,921)
Notes payable related party, less current portion   $ -     $ -  

NOTE 9 - CONVERTIBLE PROMISSORY NOTES

From time to time, we issue Convertible Promissory Notes. As of September 30, 2014, a total of $1,128,858 in convertible notes remained outstanding. As of September 30, 2014, $763,858 of these Notes have matured, however, the Company and the Holders have agreed to keep the balance as a Note Payable and the note holders have elected not to convert their note balances into shares of our common stock as of September 30, 2014.

Each Note contains the following general terms and provisions:

  • The principal amount owed under each note becomes due and payable one year or less from the investment date provided that, upon ten (10) days' prior written notice to the holder, we may, in our sole discretion, extend the maturity date for an additional six month term. The Notes can be further extended upon mutual agreement.
  • These notes bear interest at a rate of 6% per annum payable in cash or shares of common stock or a combination of cash and shares of common stock at our option.

During the first quarter of 2014, we did not enter into any Convertible Promissory Notes.

During the second quarter of 2014, we entered into one Convertible Promissory Note with one unrelated third-party for a principal amount of $200,000. This note has the option to be converted into a total of 6,779,661shares of our common stock. As of September 30, 3014, this note has not been converted.

During the third quarter of 2014, we did not enter into any Convertible Promissory Notes.

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For the three and nine months ended September 30, 2014, we recognized the intrinsic value of the embedded beneficial conversion feature of $0 and $124,120, respectively, as additional paid-in capital and an equivalent discount that reduced the carrying value of the convertible notes.

The related discount for the beneficial conversion outstanding was $35,155 and $46,782 for the three and nine months ended September 30, 2014.

Shares issuable upon conversion for convertible notes payable was 84,395,206 and 82,902,337 as of September 30, 2014 and 2013, respectively.

The total interest expense attributed to the Beneficial Conversion Feature of the Notes and related warrants for the three months ended September 30, 2014 and 2013 was $35,155 and $198,380, respectively.

The total interest expense attributed to the Beneficial Conversion Feature of the Notes and related warrants for the nine months ended September, 2014 and 2013 was $121,261 and $265,664, respectively.

NOTE 10 - RESTRUCTURING ACTIVITIES

From May 29, 2008 to November 7, 2008, Favrille, Inc. had provided notices under the Federal Worker Adjustment and Retraining Notification Act to 142 employees, including six members of senior management, that it planned to conduct a workforce reduction at its facility in San Diego, California and that their employment was expected to end on various dates between June 6, 2008 to November 7, 2008. Immediately prior to the date of the Merger on January 27, 2009, the total severance liability relating to former Favrille employees amounted to $1,682,416. On January 27, 2009, immediately prior to the Merger, as part of the 9,999,992 warrants issued to creditors, we issued warrants as settlement of $985,020 of these amounts. These warrants expired unexercised as of March 31, 2014. In addition, we signed promissory notes with certain former executives totaling $76,783.

As of September 30, 2014, the total remaining severance liabilities amounted to $620,613, which is reflected as severance liability on the accompanying consolidated balance sheets. This consists of $571,362 payable to former non- executive employees in 18 monthly installments starting on July 27, 2009, as well as $49,251 in estimated payroll tax.

During the period from January 27, 2009 through June 30, 2009, we entered into a series of settlement agreements with certain vendors of Favrille pursuant to the Creditor Plan, pursuant to which we settled $302,982 of its outstanding accounts payable for an aggregate settlement amount of $214,402, including promissory notes of $139,355.

NOTE 11 - RELATED PARTY TRANSACTIONS

Our Chairman and Chief Executive Officer, Robert H. Lorsch, is also the Chief Executive Officer of The RHL Group, Inc. and has full voting power over all of the capital stock of The RHL Group, Inc. Mr. Lorsch directly and indirectly through The RHL Group, Inc., beneficially owns approximately 12.8% our total outstanding voting stock. The RHL Group, Inc. has loaned us money pursuant to the Ninth Amended Note and all predecessor notes. See Note 3 - Related Party Note Payable above.

The RHL Group is an investment holding company which provides consulting, operational and technical services to us, which we refer to as the RHL Services. As part of the RHL Services, The RHL Group provides us with unrestricted access to its internal business and relationship contact database of more than 10,000 persons and entities, which includes clients of The RHL Group and other individuals which may hold value to us. The RHL Group also provides infrastructure support to us, including allowing us unlimited access to its facilities, equipment, and data, information management and server systems. In addition to allowing us the use of its office support personnel, The RHL Group has also consented to allow us to utilize the full-time services of Mr. Lorsch as our President, Chairman and Chief Executive Officer, which requires substantial time and energy away from his required duties as The RHL Group's Chairman and Chief Executive Officer. In addition, The RHL Group has made its President, Kira Reed, available as our spokesperson. Ms. Reed, who is Mr. Lorsch's spouse, also manages our social networking activities.

In consideration for the above, The RHL Group, Inc. has a consulting arrangement with MMR. A copy of the consulting agreement is filed as an exhibit in our Form 8-K, as filed with the SEC on May 4, 2009 and is hereby incorporated by reference.

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We incurred $12,500 during the three months ended September 30, 2014 and 2013 and $37,500 during the nine months ended September 30, 2014 and 2013, toward marketing consulting services from Bernard Stolar, a director. We included $164,509 and $109,756 in related party payables as of September 30, 2014 and December 31, 2013, respectively, in connection with these services and board fees.

We contract with a significant vendor for the development and maintenance of the software applications necessary to run our MyMedicalRecords PHR, MyEsafeDepositBox and MMRPro products. Our outside developer supports our software development needs through a team of software engineers, programmers, quality control personnel and testers, who work with our internal product development team on all aspects of application development, design, integration and support of our products. This vendor is also a stockholder.

For the three months ended September 30, 2014 and 2013, the total expenses relating to this stockholder amounted to $30,000 and $30,000, respectively. For the nine months ended September 30, 2014 and 2013, the total expenses relating to this stockholder amounted to $90,000 and $90,000, respectively. As of September 30, 2014 and December 31, 2013, the total amounts due to the stockholder and included in related party payables amounted to $110,000 and $396,800, respectively.

On September 15, 2009, we entered into a five year agreement with E-Mail Frequency, LLC and David Loftus, managing partner of E-Mail Frequency, LLC, a significant stockholder of the Company. We license an existing 80 million person direct marketing database (the "Database") of street addresses, cellular phone numbers, e-mail addresses and other comprehensive data with E-Mail Frequency. The agreement allows us to market, through the use of the Database, our MyMedicalRecords PHR, MyEsafeDepositBox virtual vault, and MMRPro document management system to physicians and their patients. Under the terms of the Agreement, we paid $250,000 to David Loftus as a one-time consulting fee in the form of 2,777,778 shares of our common stock.

We recorded the $250,000 one-time licensee fee as a prepaid consulting fee. Amortization expense for the three months ended September 30, 2014 and 2013 was $12,500. Amortization expense for the nine months ended September 30, 2014 and 2013 was $37,500. Effective September 1, 2011, we signed and Amendment to the Agreement dated September 15, 2009 to provide licensor a non-exclusive right to target, market and sell into the Employee Benefits market.

We incurred a total of $0 and $0 during the three months ended September 30, 2014 and 2013 and $0 and $15,020 during the nine months ended September 30, 2014 and 2013, respectively, toward convertible notes interest to Mr. Loftus.

We included convertible notes interest to Mr. Loftus in related party payables at September 30, 2014 and December 31, 2013 of $64,615 and $64,615, respectively.

NOTE 12 - SUBSEQUENT EVENTS

We have evaluated subsequent events of our condensed consolidated financial statements. There were no material subsequent events requiring additional disclosure in these financial statements.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion of our financial condition and results of operations in conjunction with our financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the description of our business appearing in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 31, 2014 (the "Form 10-K"). This discussion contains forward-looking statements, which inherently involve risks and uncertainties. Please see "Cautionary Note Regarding Forward-Looking Statements" below. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in "Risk Factors" in Item 1A of the Form 10-K.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain forward-looking statements. The words "anticipate," "expect," "believe," "plan," "intend," "will" and similar expressions are intended to identify such statements. Although the forward-looking statements in this Quarterly Report on Form 10-Q reflects the good faith judgment of our management, such statements are subject to various risks and uncertainties, including but not limited to the following:

  • Our ability to monetize our Health Information Technology patents and other IP
  • Our ability to maximize our legacy biotechnology assets and otherwise protect our intellectual property assets;
  • Our ability to obtain financing to fund our operations;
  • Our inability to generate sufficient cash flow to service our debt obligations;
  • The ability to generate subscribers for our products and services given the current competitive landscape;
  • Our ability to adapt our products to conform to any technical specifications necessary to benefit from stimulus package funding;
  • Our ability to raise dilutive and non-dilutive capital in order to meet our financial obligations and invest in our business to grow revenues, including risks related to our trading in the Over the Counter market;
  • Our ability to launch new products or to successfully commercialize our existing or planned products;
  • Managing costs while building an effective sales and service delivery organization for our products with our small management team;
  • Our ability to enter into marketing arrangements with large membership and affinity organizations for our products and maintain and grow subscribers from such arrangements, such as those noted above, particularly after the initial introductory period; and
  • The possible invalidity of the underlying assumptions and estimates related to our business and market;
  • Conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, business partners and competitors and legislative, judicial and other governmental authorities and officials; and
  • Possible changes or developments in economic, business, industry, market, legal and regulatory circumstances.

Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Any of such assumptions could be inaccurate. You should not place undue reliance on these forward-looking statements, which are based on our current views and assumptions. In evaluating these statements, you should specifically consider various factors, including the foregoing risks and those outlined under "Risk Factors" in Item 1A of the Form10-K. Our forward-looking statements represent estimates and assumptions only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Overview

Background

We provide secure and easy-to-use online Personal Health Records ("PHRs") electronic safe deposit box storage solutions, and document management and imaging systems for healthcare professionals. Our MyMedicalRecords PHR, which we sell to consumers, healthcare professionals, retailers, employers, insurance companies, professional organizations and affinity groups, enables individuals and families to safely maintain and access copies of their medical records and other important documents such as birth certificates, passports, insurance policies and wills, anytime from anywhere using the Internet. The MyMedicalRecords Personal Health Record is built on proprietary, patented technologies to allow documents, images and voicemail messages to be transmitted and stored in the system using a variety of methods, including fax, phone, or file upload without relying on any specific electronic medical record platform to populate a user's account.

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We also offer the MyEsafeDepositBox service which provides secure online storage for vital financial, legal and insurance documents in addition to medical records using the same patented technologies that drive the MyMedicalRecords PHR service. Our professional offering, MMRPro, is designed to give physicians' offices an easy and cost-effective solution to digitizing paper-based medical records and securely sharing them online with patients in a timely manner.

We now have numerous Health IT and Biotech patents issued, pending, and applied for in the United States and numerous other countries around the world. As a result, we have evolved from an operating business selling products and services to consumers and healthcare professionals to a company whose value proposition is based on a combination of factors including:

  • A Personal Health Records company specializing in storing medical records and other important documents for consumers and healthcare professionals;
  • A document imaging and management company for healthcare professionals;
  • A licensor of Biotech Intellectual Property based on a portfolio of biotech assets developed at a cost of more than 100 million dollars; and
  • A licensor of Health Information Technology patents and other Intellectual Property in numerous counties around the world.

For a description of our patents, see Intellectual Property section below.

Source of Revenues

MMR remains focused on its primary Health IT business of selling the MyMedicalRecords PHR and MMRPro document and imaging systems for healthcare professionals. We derive revenues from the provision of services, which are comprised of facilitating electronic access to consumer medical records and other vital documents through subscribers on a direct subscription basis or an "access" basis through various types of organizations including direct sales, affinity and membership groups, healthcare organizations and retailers, and in both cases, we record these revenues under "Subscriber" in our income statement. We also sell direct to consumers through paid advertising or other per enquiry marketing relationships. When sold to corporations, affinity and membership organizations, hospitals and other business to business customers, we charge a minimum monthly fee plus user fees to the organization based on the number of users who will have access to our services through such organization, whether or not such users actually activate there authorized account. During the three and nine months ended September 30, 2014, we received $50,863, and $109,581 from subscriber revenues, respectively, which represents 2.7% and 4.5% of our revenues for such periods, respectively.

In addition, MMR has numerous patents issued, pending or applied for pertaining to provisioning of online medical and Personal Health Records in 12 countries of commercial interest including the U.S. Accordingly, as of this point in time, the Company has filed five significant patent infringement complaints against the following defendants: Walgreens Co., Quest Diagnostics Incorporated, Jardogs LLC, WebMD Health Corp./WebMD Health Services Group, Inc., and Allscripts Healthcare Solutions, Inc. in an effort to enforce its global intellectual property rights and protect and expand its brand. The complaint against Walgreens was settled, and while the Company remains optimistic about additional settlements and licensing agreements, it cannot predict the outcome of litigation or any licensing negotiations, and it plans on continuing to enforce its intellectual property rights where appropriate. The Company is also in negotiations with several providers of HIT products and services regarding strategic relationships that also involve licensing its IP without the need for litigation. The Company has already demonstrated its ability to enter into such Patent Agreements with several licensees and strategic relationships domestically and internationally including 4Medica, VisiInc PLC, AccessMyRecords, drugstore.com, Walgreens, Whole Foods Market, XN Financial, Interbit Data, Coverdell, Fairway Physicians Insurance Company, Vida Senior Resources, Cerner Corporation, Salutopia, and Claydata.

Notwithstanding those infringement matters where complaints have been filed, the Company continues to focus on settlement of infringement matters wherever possible. Such settlements may include the purchasing and reselling of the Company's products and services in addition to the licensing of intellectual property domestically, internationally or exclusively in selected vertical markets in consideration of significant license fees. As a result of some of these settlements, the Company believes it will generate meaningful revenue from licensing in addition to revenues from retail sales and direct-to-consumer business.

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We also derive our revenues from the sale of our MMRPro system, which includes an optional scanner, various licenses to use third party software, a license to use MMR's proprietary MMRPro application software, dedicated telephone lines, secure online storage and product warranties. Installation and training are provided as part of the sales agreement. Software licenses, telephone lines, online secure storage and warranties are provided over the three year term of the agreement. Our customers pay these contracts in advance and are not refundable. The Company's latest offering, MMRPro Plus, does not require the use of a scanner.

MMRPro Plus, is one of the most cost-effective ways for healthcare professionals to scan and digitize medical records while providing patients timely online access to their personal health information through MyMedicalRecords. MMRPro Plus is also an integrated, end-to-end document scanning and imaging solution that works with virtually any Windows-based or Mac OS scanning system at one-third the cost of the original MMRPro network scanning solution. With more health care professionals adopting Electronic Medical Record systems demand is increasing for cost-effective scanning and document management solution. Specialty practices including ambulatory surgery centers, home health care professionals, chronic care disease managers and in particular concierge medical professionals are a few of the many areas requiring the ability to store paper based records in EMR systems. MMRPro with our integrated patient portal, MMRPatientView, meets that need. Additionally, as the use of Teleconsulting and Telemedicine becomes more prevalent and there is the move to reimburse telecare services, MMRPro's patient portal and MyMedicalRecords PHR are solutions that provide a proprietary platform to facilitate collaboration between doctors and other healthcare providers with patients, such as those programs in development with Alcatel-Lucent and ng Connect. We allocate the revenue derived from MMRPro and MMRPro Plus allocated to all the deliverables based on the relative selling price of each deliverable. With the exception of MMR's proprietary MMRPro application software, we used third party evidence to set the selling prices used for this allocation. During the three and nine months ended September 30, 2014, we recognized $17,408, and $29,476 from MMRPro revenues, respectively, which represents 0.9% and 1.2% of our revenues for such periods, respectively.

We also generate revenues from the licensing of our Health IT and biotech assets, which may include non-refundable license and up-front fees, non-refundable milestone payments that are triggered upon achievement of a specific event and future royalties or lump-sum payments on sales of related products. We record these licensing revenues under "License Fees" in our income statement. We are sometimes paid an upfront license fee and milestone payments and we recognize those fees as revenue as payments are received. In addition, the Company is also continuing to work on licensing and otherwise exploiting a portfolio of biotech assets, including its anti-CD20 monoclonal antibodies, data from vaccine trials, tumor samples, and other intellectual property including numerous worldwide patents in various stages. We intend to continue generating revenues from the licensing of our biotech and health IT patents. We will record those fees as revenue when payments are received. During the three and nine months ended September 30, 2014, we received $1,828,000 and $462,538 from license fees revenues, respectively, which represents 96.4% and 94.0% of our revenues for such periods, respectively.

We also have generated revenues from licensing the sale and marketing of our services internationally and, to a lesser extent, from ancillary fee payments including web and marketing development services, amongst others. We record these licensing revenues under "License Fees" and other ancillary revenues under "Other Revenues" in our income statement. When we enter into a licensing arrangement, we are sometimes paid an upfront license fee and typically receive ongoing royalty payments that are often based on a percentage of revenue earned by our licensee. We recognize these fees over the license period. When we receive ancillary one-time payments, we record them when services or products are delivered.

Cost of Revenue

Our cost of revenue includes the cost of manufacturing our retail product and related packaging, maintaining our voice and fax mailboxes, long-distance call transport costs, fax and voice call processing costs, credit card transaction processing costs, web hosting and management fees, website maintenance and support costs, costs associated with creating and mailing enrollment packages to our subscribers and the cost of scanners. Cost of revenue also includes customer service costs. We also charge to cost of revenue our direct selling costs, which include commissions paid to sales representatives who sell our wholesale and access based accounts.

Operating Expenses

The largest component of our operating expenses is our general and administrative expenses, which include personnel salaries and benefits, office rent and supplies, insurance costs, fees for legal and professional services, as well as our expenses for corporate telecommunications and internet access not associated with our products. Our operating expenses also include sales and marketing expenses (which include expenses associated with attending trade shows and travel costs, as well as a portion of personnel salaries allocated to sales and marketing activities), as well as technology development expenses (which includes expenses related to research and development as well as a portion of personnel salaries allocated to development activities).

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Recent Accounting Pronouncements

For a description of recent accounting pronouncements and how we apply such pronouncements to our financial statements, see the accompanying notes to our consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Factors Affecting Future Results

Intellectual Property

Since inception, our health IT business has evolved from a development stage company, to a provider and reseller of Personal Health Records and document imaging and scanning systems (MMR Services), to a Licensor of MMR's intellectual property. Throughout 2014, we remained focused on maximizing the value of our intellectual property portfolio, particularly our 13 U.S. health IT patents that have been granted to date.. Our health IT patent portfolio, which we have been building since 2005, currently includes our U.S. patents (with over 300 issued claims), 17additional pending U.S. patent applications (with over 300 claims), seven foreign patents including two in Australia, one in Mexico (with an additional application allowed and waiting issuance), New Zealand, Singapore, Japan, and Canada, and 26 other pending patent applications in foreign countries. These patents have the potential effect of enabling us to control a dominant marketplace position in personal healthcare, being well-positioned to benefit from the explosion in Health IT globally. The full term of our Health IT patents will not expire until September 12, 2025 or after.

Our health IT patent portfolio includes issued patents on our Health IT products and services including our MyMedicalRecords, MyEsafeDepositBox and MMRPro and MMRPro Plus product and services, which is in addition to our portfolio of biotech patents. MMR acquired significant intellectual property assets from the Merger with Favrille and continues to seek ways to exploit and monetize those assets, which include, but are not limited to, data from our pre-Merger clinical vaccine trials, the FavId™/Specifid™ vaccine, and the anti-CD20 antibodies.

The Company now has three patent portfolio groups comprising of over 49 issued patents and additional pending applications and continuation applications. The first group is directed at Electronic Medical Records with a primary focus on Personal Health Records; another group centers around the use of PHRs in connection with Clinical Trials, which MMR plans on licensing through existing relationships with Big Pharma and the biotech community. The third group includes MMR's legacy biotech patents from the Company's FavId™ vaccine trials and clinical research related to cancer-fighting anti-CD20 monoclonal antibodies.

Health IT Patents

Through our wholly owned subsidiary, MyMedicalRecords, Inc., we currently have 13 issued U.S. patents. During the third quarter, we received our twelfth patent on July 1st, U.S. Patent No. 8,768,725 entitled "Method and System for Providing Online Records," which has 15 claims including claims directed to the sharing of records with a second healthcare provider to better manage and facilitate second opinions. Our thirteenth patent, U.S. Patent No. 8,775,212, "Electronic Health Records in Clinical Trials," was issued on July 8th and includes 18 claims directed to methods and systems which provide for self-reporting in clinical trials. This is a whole new patent, not a continuation patent, and the Company believes it opens the door to completely new revenue generating opportunities through sales and licensing of MMR's Personal Health Record products and services and other patented intellectual property to Contract Research Organizations and pharmaceutical companies conducting clinical trials. Because clinical trials are extremely time-consuming and expensive, we believe the `212 patent and additional continuation patents coming from this patent will be of significant value to the Company.

Our most recent two patents in the third quarter were preceded earlier this year by the issuance on May 13, 2014 of our eleventh U.S. patent, 8,725,537, entitled "Method and System for Providing Online Records," which expands MMR's Health IT patents with claims directed toward storing, managing and sharing legal records. This patent has the effect of broadening MMR's intellectual property beyond PHRs and other forms of Electronic Medical Records into the legal field, which is particularly relevant to the management of wills and powers of attorney and advanced directives which can be included as part of an individual's Personal Health Record account. Our tenth U.S. patent, 8,645,161, entitled "Method and System for Providing Online Records," was issued on February 4, 2014. The `161 patent covers 30 claims directed toward methods for accessing and collecting health records by providing a user interface that further includes a number of additional features which collect and display prescriptions, help submit prescriptions to pharmacies, collect and display health insurance information, send outgoing faxes, allow users to annotate health records, and set up appointment reminders for visits with providers as wells as recurring medication reminders through a calendaring function.

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Also in 2014, a ninth patent entitled "Method for Providing a User with a Web-Based Service for Accessing and Collecting Health Records." was issued on January 7, 2014, U.S. Patent No. 8,626,532. The patent includes 27 claims, a portion of which are directed toward enabling users to access and collect their medical records in a secure and private manner using wireless devices such as smartphones, tablets or telemedicine platforms, amongst other systems, and represented a significant addition to MMR's U.S. patent portfolio. In 2013, we were issued U.S. Patent Nos. 8,352,287 and 8,352,288 on January 8, 2013, and U.S. Patent No. 8,498,883 on July 30, 2013.

Internationally, we have Health IT patents issued, pending and applied for in 11 other countries or regional authorities of commercial interest. Seven of the issued patents, each entitled "Method and System for Providing Online Medical Records," are in Australia, New Zealand, Singapore, Mexico, Japan and Canada. With the Canadian patent issued in September 2013, our Health IT intellectual property includes all of North America. On September 24, 2014, we received a Notice of Allowance from the Mexican Institute of Industrial Property (IMPI) for Mexican Patent Application No. MX/a/2012/001633. The allowed patent application is directed toward computer systems for managing Personal Health Records and communicating with healthcare providers. Of particular significance is an emergency access feature that allows emergency responders or healthcare providers to have access to important health information in a user's Personal Health Record account in the event of an emergency. MMR has additional patent applications pending relating to the emergency access feature in the U.S. and elsewhere throughout the world. MMR also has 26 other pending patent applications in foreign countries or regional authorities further including, Hong Kong, Israel, South Korea, Japan, Mexico, Europe, and China. There is also a pending Patent Cooperation Treaty ("PCT") application.

Additionally, MMR has hundreds of patent claims in pending U.S. applications including 17 U.S. utility patent applications related to health information technology. These include applications directed toward a Mobile Platform for Personal Health Records, a Method and System for Managing Personal Health Records with Telemedicine and Personal Health Monitoring Device Features, Prepaid Card Services related to Personal Health Records, a Universal Patient Record Conversion Tool, Data Exchange with Personal Health Record Service, Delivery of Electronic Medical Records or Electronic Health Records into a Personal Health Records Management System, a Health Record with Inbound and Outbound Fax Functionality, a Method and System for Providing Online Medical Records with Emergency Password, Identifying Individual Associated with a Personal Health Record with Health Record Destination Address, Method for Providing a User with a Service for Accessing and Collecting Records, Identifying a Personal Health Record Using a Phone Number, and Personal Health Record with Genomics, We believe that many of the pending claims will ultimately be allowed including both health IT and non-health IT/medical applications which are pending in our entire patent portfolio.

With MMR's patent issuances, we believe we hold significant foundational patents under a "Method and System for Providing Online Medical Records," and "Method and System for Providing Online Records" and that the patents are relevant to any provider who transmits Electronic Health Records in that they limit their ability to communicate without infringement. As a result, the process of enforcement and licensing of our patent portfolio through the law firms of Liner LLP (aka Liner Grode Stein Yankelevitz Sunshine Regenstreif& Taylor LLP) and The Fuisz-Kundu Group LLP, with the support of other law firms on a case by case basis, continues to build in 2014.

The Liner law firm is also representing us in the collection of $30 million dollars under our Settlement and Patent License Agreement with SCM as further described in our Litigation Matters section.

Exploiting MMRGlobal Biotech Assets and Patents

Although our primary business is the web-based storage and management of personal and professional health and vital records, we acquired intellectual property rights to certain biotech assets through the 2009 Merger with Favrille, Inc. which currently include five U.S. patents, four U.S. pending patent applications, 24 patents in foreign countries and 18 pending patent applications in foreign countries. Following the acquisition of the initial biotech assets, we have perfected the patent condition of numerous assets, including the revival of Favrille's original U.S. Patent directed to treating B-cell pathologies, along with ongoing additional filings to enhance the international value associated therewith. As a result, we now have biotech patents and patent applications pending in 23 foreign countries of commercial interest that provide competitive advantages for this biotechnology. The foreign countries include major European, Asian, North American, and South American markets, including for example, in the United States, Mexico, Australia, Brazil, Canada, China, Hong Kong, Singapore, Europe (including United Kingdom, France, Germany, Switzerland, Spain, Italy, the Netherlands, Denmark, Sweden, Finland, Ireland and Belgium), India, Japan, and South Korea. The biotech assets include technologies relating to anti-CD20 monoclonal antibodies and B-Cell vaccine patents.

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The anti-CD20 monoclonal antibody assets continue to result in issued patents in the U.S. and foreign countries. Notices of Allowance and thereafter patents for our anti-CD20 monoclonal antibody assets have been issued for patents titled "Antibodies and Methods for Making and Using Them." Most recently, the U.S. Patent and Trademark Office issued an additional Notice of Allowance on October 5, 2014 which will result in the second U.S. patent (upon issuance in early 2015) for the anti-CD20 monoclonal antibody assets. The Mexican patent office was the first to grant a patent for this technology as Patent No. 302058. Thereafter, as announced on April 15, 2013, we received a Notice of Allowance from the United States Patent and Trademark Office, resulting in U.S. Patent No. 8,465,741 (issued in June 2013), for our first U.S. patent for the anti-CD20 monoclonal antibody IP. Shortly thereafter, on April 22, 2013, we announced that the Australian Patent Office had issued a Notice of Allowance for our anti-CD20 monoclonal antibody assets, Application No. 2007338607 (issued in July 2013), followed by the issuance of the patent in Korea (10-2009-7015196), both under the same title. These various U.S. and foreign patents reinforce the value of the antibody assets, and continue to be used to seek expedited allowance in other countries operating under international patent treaties (referred to as the Patent Prosecution Highway). Use of the Patent Prosecution Highway allows both expedited examination and often allowance by demonstrating willingness to amend patent claims to the same scope of allowed patent claims granted in another jurisdiction (such as the issued U.S. patent claims in U.S. Patent No. 8,465,741). In countries that do not participate in such treaties (or do not allow the same type of claims as those issued in the U.S.), additional antibody patent applications are being filed or the examining offices are being notified with a request for expedited examination to further enhance the review and issuance of patents. These patents for our anti-CD20 monoclonal antibodies have particular utility in fighting cancers and are considered important assets based on benefits and commercial value demonstrated by Rituxan®, an anti-CD20 monoclonal antibody with reported sales of USD $7.5 billion in 2013, which is due to go off patent in 2015.

MMRGlobal's biotech assets also include the B-Cell vaccine patents and patent applications entitled "Method and Composition for Altering a B Cell Mediated Pathology" and "Altering a B Cell Pathology Using Self-Derived Antigens in Conjunction with Specific-Binding Cytoreductive Agent" which relate to methods of manufacturing compositions for B-cell vaccines used in the fight against lymphoma and potentially other forms of cancer, including U.S. Patent Nos. 8,637,638; 8,114,404; 8,133,486 and 6,911,204. Most recently in January 2014, the fourth U.S. patent for B-Cell vaccine technology was issued (Patent No. 8 therewith in the U.S. to pursue still further protection for this technology to be used in the fight against lymphoma and potentially other forms of cancer. Issued foreign patents have also been granted for this technology in Europe, Hong Kong, Singapore, Japan and Mexico. Additional manufacturing patent applications are filed as such countries award new patents to further enhance the protection of the manufacturing patents already issued. For example, in 2013 additional patents were filed in the U.S., Mexico and Japan to introduce additional patent claims protecting additional methods and compositions for altering B-cell pathologies using self-derived antigens in conjunction with specific-binding cytoreductive agents. The validation of the European Union Patent No. 01979228.2 in late 2013 for methods of manufacturing the B-cell vaccines provides enforceable patents in countries of commercial interest including: the United Kingdom, France, Germany, Switzerland, Spain, Italy, the Netherlands, Denmark, Sweden, Finland, Ireland and Belgium.

Currently, our biotech patent portfolio includes U.S. and foreign patents with expiration dates of August 2021 or later, relating to the manufacture of the B-cell vaccines. The issued antibody patents (and other patents which may issue relating to this technology) have substantially later expiration dates of September 2027 or later. Additional patent applications once granted may obtain additional term of biotech patent protection.

Our biotech assets are comprised of patents and pending patent applications, patient samples and data from the FavId™/Specifid™ idiotype vaccine trials and our proprietary anti-CD20 antibody panels to treat B-cell lymphoma and additional B-Cell mediated conditions such as rheumatoid arthritis. Subsequent to the Merger, we have recovered additional intellectual property, including certain physical assets used by Favrille, Inc. in the form of over 1,800 patient tissue samples, samples of the B-Cell vaccine, a collection of insect cells used in the manufacture of the vaccine (as protected by various U.S. and foreign patents) and other materials collected during the pre-Merger FavId/Specifid vaccine trials.

On December 22, 2010, we entered into a non-exclusive agreement with Celgene to license the use of our clinical and scientific data (originated by Favrille) related to targeted immunotherapies for cancer and other disease treatments to stimulate a patient's immune response and certain other confidential information. In consideration for the rights granted under the Agreement, Celgene agreed to pay us certain upfront fees and development milestones.

We continue to work with scientists and experienced venture capitalists to assist us in generating revenue through licensing agreements as would be usual and customary in that industry. Moreover, we plan to continue pursuing license agreements with companies like Celgene that have expertise in the area of biotechnology and specifically in treating lymphomas and other cancers, and which can benefit from the use of our clinical and scientific data.

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Other Intellectual Property and Trademarks

We own federal registrations for the trademarks MMRGlobal, MMRPRO, and MY MEDICAL RECORDS. In addition, we own the URL and domain name for the web address www.MyMedicalRecords.com. We also own the domain names www.MyMedicalRecordsMD.com, www.MMRPro.com and www.MMRPatientView.com for use with MyMedicalRecords Pro and own the domain name www.MyEsafeDepositBox.com for use with our MyEsafeDepositBox product as well as numerous other domains for marketing and new product development purposes. We also own the source code for our products.

As we continue to develop our products, we continue to register our trade names and logos as trademarks and service marks and will seek to protect the copyrights in the initial and any other proprietary content that we develop to support our MyMedicalRecords PHR, MyEsafe and MMRPro products. We also own the source code for a handheld software program, developed to operate on the Palm operating system, which allows Palm users to create a personal medical history on a personal data assistant, or PDA, so that they can have access to this information while traveling and in the event an Internet connection is not available. We are in the process of developing applications to use MyMedicalRecords and MMRPro products on other handheld devices.

Competition

MyMedicalRecords PHR

Although we believe that no other product in the marketplace compares to what we provide in our comprehensive PHR and other offerings, there are other PHR providers in the consumer health information management marketplace today that compete for our services. These include NoMoreClipboard.com, Dossia, WebMD Health Manager, ZweenaHealth, MiVia, and numerous others including patient-portals offered by EMR Vendors, health exchanges, and insurance companies, hospitals and HMOs for their policyholders and patients. Each of our competitors offers varying PHR products and services for online storage and access to medical records at varying price points (at the basic "free" level, with minimal recordkeeping capability that usually includes advertising).

MyEsafeDepositBox

Our MyEsafeDepositBox product competes with a number of online backup and electronic data storage services. The increasing use of external hard drives and flash drives to backup data also has the potential to compete with online data storage services such as our MyEsafeDepositBox product.

MMRPro

MMRPro competes with scanning services that market their services to doctors seeking to convert their historical paper records into electronic files, as well as EMR systems.

MMRPro also competes with EMR systems that offer doctors the opportunity to make their entire office paperless.

Marketing and Sales

Marketing Update

Demand for both our consumer and professional medical records products is driven primarily by the U.S. healthcare market and the need for health information technology products and services worldwide. The growth of health IT in the U.S. is being driven by billions of dollars in Health IT spending and consumer awareness campaigns highlighting the importance of managing personal health information on line through a secure Personal Health Record. Additionally, the Affordable Care Act's insurance mandate requires population health tools such as Personal Health Records to coordinate care among the newly insured, expected to reach 32 million Americans.

MMR is bringing health information technology products to consumers online and through major retailers. Through the introduction of its Personal Health Record Kit, MMR offers and sells its MyMedicalRecords PHR through retailers that have more than 40 million purchasers of online products and services visiting their sites per month.

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We are also seeing a drive to reduce healthcare spending through government initiatives, financial incentives and changing demographics. More consumers than ever before recognize the importance of managing their personal health based on the media attention given to the Affordable Care Act (aka Obamacare) and Healthcare.gov as well as the aging population of baby boomers, rising incidences of chronic illnesses and employer worksite wellness initiatives.

The key government driver for PHR adoption is the Health Information Technology for Economic and Clinical Health Act (HITECH), which was part of the 2009 American Recovery and Reinvestment Act, and its mandates calling for the Meaningful Use of Electronic Health Records. Starting in August 2012 when the Centers for Medicare and Medicaid Services (CMS) released its final rule for Meaningful Use Stage 2 under HITECH, Personal Health Records came to occupy a dominant position in the healthcare IT landscape. Moreover, January 1, 2014 was the target year when eligible healthcare providers had to begin offering at least 50% of their patients timely online access to their personal health information such as through a Personal Health Record or patient portal to continue receiving full incentives under CMS's EHR Incentive Program. Beyond HITECH and its specific patient engagement requirements, we believe that the Affordable Care Act is a factor in driving PHR adoption. Though ACA does not directly crossover into the federal incentive programs for EMR/EHR adoption, it supports Health IT by incorporating the electronic transmission and exchange of health information, which is needed to coordinate care in Accountable Care Organizations. Moreover, with a total anticipated influx of some 32 million Americans becoming insured, it is expected that the newly insured need Health IT solutions such as those provided by MMR to better manage their health and out-of-pocket costs. This also intersects with employers, worksite wellness programs and retail health clinics that are supported by initiatives to incentivize employees to take greater control of their health and healthcare expenditures.

The growth in demand for PHRs is reflected in our strategic relationships with licensees and other partners such as 4medica, Claydata, VisiInc PLC, AccessMyRecords, Walgreens, Whole Foods Market, XN Financial, Interbit Data, Coverdale, Fairway Physicians Insurance Company, Salutopia, Vida Senior Resources, as well as Cerner Corporation. In the third quarter, tours.com and sightseeing.com announced they were offering MyMedicalRecords to travel agents through a travel agent affiliate partner program. In the case of Interbit Data the Company also offers our MMRPatientView portal to users of the MEDITECH EMR system. We continue to work with 4medica in integrating our PHR with laboratory reporting services which are used by more than100 institutional customers including more than 30,000 doctors nationwide. We also are working with 4medica to create a "fax portal" for their more than 30,000 doctors to facilitate better handling of the still large number of lab results that are paper-based in their network. That portal, which creates a new revenue stream for us, was made available by 4medica to its client doctors late in 2012. We also have completed our initial implementation with the 4medica Electronic Medical Records system. Now, when consumers enroll in a MyMedicalRecords Personal Health Record account, their data can be sent into 4medica in HL7 format so that a Medical Record Number (MRN) can be established in 4medica.In February 2014, the federal regulatory environment became more favorable to these efforts with the passage of a final rule that amended the Clinical Laboratory Improvement Amendments of 1988. This has opened the door to meaningful licensing and settlement communication with laboratory providers and others. The rule removed the legal barriers which had prevented patients from receiving laboratory results direct from the labs without prior authorization from their doctor in all 50 states plus the District of Columbia. So with 4medica, laboratory information can now be made available directly into MMR accounts, without limitation of which state subscribers reside in, whereas prior to the rule having gone into effect on April 7, only seven states required direct access for the patient.

Having entered into the second term of a Non-Exclusive License Agreement with Whole Foods Market, Medical and Wellness Centers Inc. ("WFM") in the second quarter of 2013, MMR is providing a customized version of the MyMedicalRecords Personal Health Record that connects directly to the EMR system(s) utilized by WFM. Users can fill out patient registration and authorization forms from within the PHR and selected data in the forms are sent as HL7 into a 4medica EMR so that patient demographics are fully populated in the EMR. Because we are sending data in standard HL7 and PDF formats, this can also work with any EMR system.

Additionally, we plan on continuing to expand our consumer market through strategic partnerships with major national and local pharmacies, nurse advocates and home healthcare specialists, all of whom have significant one-on-one relationships with patients who can benefit immediately from the use of our PHR. Likewise, starting in 2012, we created a retail consumer model through the use of Prepaid Personal Health Record cards which has evolved into a Personal Health Record Kit. Offered in packages of both 6 Months and 12 Months (the latter including Concierge Service), the Personal Health Record Kit is being sold through retailer and etailer outlets including pharmacies. We are also expanding our presence into the wellness and prevention market.

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While the U.S. holds the largest share of the global healthcare IT market, slated to grow domestically at a CAGR of nearly 20% during 2014-2018, health IT is also a growth industry internationally, expected to continue increasing so that by 2017 the global market will expand at a compound annual growth rate of 7.0 percent. Countries sharing a common goal to control healthcare costs are looking to EMR and PHR solutions to achieve this. Moreover, in a global economy, companies are increasingly sending employees overseas, a practice which is expected to increase demand for our MyMedicalRecords PHR among ex-pats, particularly in Europe and the Middle East. Also, medical tourism is on the rise with estimates of a $100 billion market, and this fuels the need for medical records that are truly universal and can be accessed anytime from anywhere. It should be noted here that the growth of Health IT at home and abroad is further impetus for ensuring the protection and enforcement of our patent portfolio worldwide. In light of the continued occurrence of emergencies and natural disasters, demand for both our MyMedicalRecords and MyEsafeDepositBox products are driven by relief and educational organizations, as well as by consumers and small businesses, with international focus based on tools that help in disaster preparedness and personal protection.

During the second week of October, we announced the launch of a nationally syndicated television advertising campaign through Associated Television International for our MyMedicalRecords Personal Health Record Kit with retailer tags to national retailers including Walgreens and drugstore.com. The campaign focuses on the features and benefits of having a Personal Health Record both for a family's healthcare and as part of their disaster preparedness plan. Additionally, we are continuing to use online advertising to take advantage of awareness in online health management following the hundreds of millions of dollars in advertising spent on Healthcare.gov. We continue to deploy key word advertising, per enquiry affiliated advertising and marketing programs, smartphone advertising and other online interactive media campaigns where our products and services are offered through marketing partners which include online publishers and other health-related websites whereby we can bring Personal Health Records to customers on a "Per Acquisition" basis. This means MMR only pays them if we receive a paid subscription. This program gives MMR the ability to put its marketing message in front of millions of new viewers, in a targeted manner, without having to pay costs of advertising upfront. The Company is also utilizing social media (YouTube, Facebook, Twitter, Instagram) to build greater awareness for our products and services, to enhance brand loyalty for our MyMedicalRecords PHR, and to connect with a greater number of potential users. .

Results of Operations for the three and nine months ended September 30, 2014 as compared to the three and nine months ended September 30, 2013

Revenues

Revenues for the three months ended September 30, 2014 and 2013 were $1,896,271 and $112,569, respectively, an increase of $1,783,702 or 1,584,5%. The increase for the quarter was primarily due to increased biotech licensing fees. Revenues for the nine months ended September 30, 2014 and 2013 were $2,437,095 and $535,146, respectively, an increase of $1,901,949 or 355.4%. The increase for the nine months ended September 30, 2014 was primarily due to increased biotech licensing fees.

Cost of revenue

Cost of revenue for the three months ended September 30, 2014 and 2013 was $88,960 and $93,825, respectively, a decrease of $4,865 or 5.2%. Cost of revenues for the nine months ended September 30, 2014 and 2013 were $230,402 and $198,079, respectively, an increase of $32,323 or16.3%. The increase for the nine months ended September 30, 2014 was primarily due to higher website development maintenance and support fees.

Gross profit for the three months ended September 30, 2014 and 2013 was $1,807,311 and $18,744, respectively, an increase of $1,788,567 or 9,542.1%. The increase for the quarter was primarily due to increased biotech licensing fees which did not occur in the same period in 2013. Gross profit for the nine months ended September 30, 2014 and 2013 was $2,206,693 and $337,067, respectively, an increase of $1,869,626 or 554.7%. The increase for the nine months ended September 30, 2014 was primarily due to increased biotech licensing fees.

Operating expenses

Total operating expenses for the three months ended September 30, 2014 and 2013 were $1,455,779 and $1,985,481, respectively, a decrease of $529,702 or26.7%. The decrease for the quarter was primarily due to a reduction in investor relations expenses, salaries, and marketing consulting fees as the Company works towards streamlining expenses. Total operating expenses for the nine months ended September 30, 2014 and 2013 were $4,676,026 and $4,821,122, respectively, a decrease of $145,096 or 3.0%. The decrease for the nine months ended September 30, 2014 was primarily due to a reduction in investor relations expenses, salaries, marketing consulting fees as the Company works towards streamlining expenses.

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General and administrative expenses for the three months ended September 30, 2014 and 2013 were $1,186,972 and $1,500,914, respectively, a decrease of $313,942 or 20.9%. The decrease was primarily due to a reduction in investor relations expenses, salaries, and consulting fees. General and administrative expenses for the nine months ended September 30, 2014 and 2013 were $3,530,193 and $3,394,570, respectively, an increase of $148,123 or 4.4%. The increase for the nine months ended September 30, 2014 was primarily due to higher non-cash stock base compensation expenses, director fees, insurance, and amortization of patents.

Sales and marketing expenses for the three months ended September 30, 2014 and 2013 were $261,553 and $459,353, respectively, a decrease of $197,800 or 43.1%. The decrease for the three months ended September 30, 2014 was primarily due to lower business development fees and marketing consulting fees. Sales and marketing expenses for the nine months ended September 30, 2014 and 2013 were $1,087,943 and $1,368,096, respectively, a decrease of $280,153 or 20.5%. The decrease for the nine months ended September 30, 2014 was primarily due to lower business development fees and marketing consulting fees.

Technology development expenses for the three months ended September 30, 2014 and 2013 were $7,254 and $25,214, respectively, an increase of $17,960 or 71.2%. Technology development expenses for the nine months ended September 30, 2014 and 2013 were $57,890 and $58,456, respectively which remained relatively flat.

Other Income

Other income for the three months ended September 30, 2014 and 2013 was $1,672,820 and $6,650, respectively. Other income for the nine months ended September 30, 2014 and 2013 was $1,672,820 and $16,884, respectively. The Company has a policy, based on the statute of limitations, as prescribed by law, to write-off accounts payable that are more than four years old with no current activity. The increase to other income is mainly due to the application of such policy and the Company's ability to leverage its cash position to settle outstanding payable balances with discounted amounts which are favorable to the Company. The.

Interest and Other Finance Charges, Net

Interest and other finance charges for the three months ended September 30, 2014 and 2013 were $104,031 and $283,229, respectively, an increase of $179,198 or 63.3%. The decrease for the quarter was primarily due to increased interest expense related to convertible notes. Interest and other finance charges for the nine months ended September 30, 2014 and 2013 were $362,678 and $434,918, respectively, a decrease of $72,240 or 16.6%. The decrease for the nine months ended September 30, 2014 and 2013 was primarily due to increased interest expense related to convertible notes.

Net loss

As a result of the foregoing, net income for the three months ended September 30, 2014 was $1,920,321 and net loss for the three months ended September 30, 2013 was $2,243,316, an increase of $4,163,637 or 185.6%. Net loss for the nine months ended September 30, 2014 and 2013 was $1,159,191 and $4,902,089, respectively, a decrease of $3,742,898 or 76.4%.

Going Concern

As more fully described in Note 1 to the consolidated financial statements appearing above in this Quarterly Report on Form 10- Q, our independent registered public accounting firm included an explanatory paragraph in their report on our 2013 financial statements for the year ended December 31, 2013 related to the uncertainty of our ability to continue as a going concern. As of September 30, 2014, our current liabilities of $9.8 million exceeded our current assets of $1.9 million by $7.9 million.

For a description of our management's plan regarding our ability to continue as a going concern, please see Note 1 to the financial statements included above.

Liquidity and Capital Resources

As of September 30, 2014, our current liabilities exceeded our current assets by $7.9 million. We have incurred net income of $1,920,321 and net loss of $2,243,316 for the three months ended September 30, 2014 and 2013, respectively, and net losses of $1,159,191 and $4,902,089 for the nine months ended September 30, 2014 and 2013, respectively. At the current level of borrowing, we require cash of $275,000 per year to service our debt. Furthermore, not including debt service, in order to continue operating our business, we use an average of $278,000 in cash per month, or $3.3 million per year. At this rate of cash burn, our existing current assets combined with future anticipated financing activities and proceeds from sales will sustain our business for less than one year.

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In addition to the above cash burn from operations, we will be required to obtain additional financing in order to meet the obligations for installment payments of $621,000 under the Creditor Plan and our obligations under the secured indebtedness to The RHL Group under the Ninth Amended Note (which had a balance of $1.45 million at September 30, 2014), amongst other debt obligations. Such obligations are currently due and payable pursuant to the terms of the notes. The components of the RHL Group Note payable and the related balance sheet presentation as of September 30, 2014 are as follows: $0.94 million, which is included in the line of credit, related party; and $0.51 million for other obligations due to The RHL Group, which is included in related party payables.

Traditionally, we have relied on the sale of stock and convertible debt as well as draws from the RHL Group line of credit to finance our activities. As of September 30, 2014, we had a line of credit with The RHL Group in the amount of $4.5 million. As of September 30, 2014, availability under this line of credit was $1.73 million. Furthermore, we may utilize portions of our standby equity facility with Granite as needed. Additionally, we raised $200,000 and $1,879,300 in convertible debt during 2014 and 2013, respectively and $1,068,420 and $65,500 in direct sales of common stock during 2014 and 2013, respectively. We expect to continue offering a limited amount of convertible debt and common stock in 2014. We also expect sales from MMRPro, our prepaid Personal Health Record kits, and fees from patent licensing and settlement agreements to generate revenue and reduce annual cash burn from operations.

Cash Flows for the nine months ended September 30, 2014 compared to nine months ended September 30, 2013

Net cash provided by operating activities for the nine months ended September 30, 2014 was $226,382, compared to net cash used of $2,174,399 in the similar period in 2013. In 2014, we had a net loss of $1,159,191, plus non-cash adjustments (depreciation, amortization, common stock and warrants issued for services and interest, accounts payable write-off, and stock compensation expense) of $194,780, less changes in operating assets and liabilities of $1,580,353. In 2013, net cash used in operating activities of $2,174,399 was comprised of a net loss of $4,902,089, less similar non-cash adjustments of $1,964,196, less changes in operating assets and liabilities of $763,494. Compared to 2013, the operating cash flow activities in 2014 were higher primarily due to a the Company's application of its accounts Payable write-off policy and the Company's ability to leverage its cash position to settle outstanding payable balances with discounted amounts which are favorable to the Company .

Net cash used in investing activities in the nine months ended September 30, 2014 and 2013 totaled $300,495 and $430,596, respectively. Compared to 2013, investing activities in 2014 were lower mainly due to a decrease in costs of patents.

Net cash provided by financing activities in the nine months ended September 30, 2014 and 2013 totaled $1,555,264 and $2,574,918, respectively. Financing activities primarily included proceeds generated from the issuance of convertible notes and common shares. Compared to 2013, financing activities in 2014 were lower primarily due to a decrease in convertible notes and line of credit activities.

As of September 30, 2014, we had cash and cash equivalents of $1,491,510, compared to $6,578 as of September 30, 2013.

Description of Indebtedness

The RHL Group

For a description of our indebtedness to The RHL Group, please See Note 3 - Related Party Note Payable, included above in this Quarterly Report on Form 10-Q.

Convertible Notes

For information relating to our Convertible Notes, please see Note 9 to our financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Commitments and Contingencies

For information relating to our commitments and contingent liabilities, please see Note 5 to our financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

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Off-Balance Sheet Arrangements

On January 4, 2010, we entered into a Cooperation Agreement with UNIS, which we refer to as the "Cooperation Agreement". Under the Cooperation Agreement, we agreed to form the JV for the purpose of deploying our PHR services and document imaging and management solutions in China. We will own 40% of the JV and UNIS will own 60% and each party will have the right to designate two members of the JV's board of directors, with the fifth member being a Chinese citizen mutually designated by us and UNIS. Under the Cooperation Agreement, board actions will require the approval of more than three of the five members of the JV's board of directors and no material actions may be taken unless all board members are present and voting at the meeting.

Under the Cooperation Agreement, we will contribute an aggregate of 50 million RMB to the joint venture, based on each party's respective ownership, in the form of intellectual property rights, equipment, brand value, cash and such other consideration as may be agreed upon by the parties. Each party's obligation to contribute to the joint venture is subject to a number of conditions, including obtaining all necessary approvals of and licenses from the Chinese government, as well as the joint venture meeting its budget, goals and objectives at the time contributions are due. Under the Cooperation Agreement, each party's contributions will be made over a period of sixty months.

For a more complete description of the terms of the Cooperation Agreement, please see Exhibit 10.26 in our annual Report on Form 10-K for the year ended December 31, 2009, as filed with the SEC on March 31, 2010.

On August 10, 2010, we entered into a Supplementary Agreement for the purpose of clarifying certain non-material terms of the original Cooperation Agreement mentioned above.

On July 2, 2012, we received our official business license from the Chinese government to operate the JV. The JV is officially licensed with the Chinese government and is approved to operate and generate revenue. The license enables the JV to develop medical information management software, medical information technology software, health records management systems, and provision of related services, including our PHR systems. The JV will offer its products and services to the Chinese government, hospitals, healthcare facilities, and to the public and is valid through 2042.

Our entry into the Cooperation Agreement described above constitutes the creation of a direct financial obligation as described above. As of September 30, 2014, we have not incurred obligations to fund the joint venture nor has there been any activity to date.

Item 4. Controls and Procedures

Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and were operating at a reasonable assurance level.

Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The information in response to this item is incorporated herein by reference to Note 5 - Commitments and Contingencies under the "Litigation Matters" section of the Consolidated Condensed Financial Statements of this Quarterly Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following is a summary of transactions by us since our previous disclosure on Form 10-Q, filed with the SEC on August 14, 2014, involving sales of our securities that were not registered under the Securities Act. Each offer and sale was exempt from registration under either Section 4(2) of the Securities Act or Rule 506 under Regulation D of the Securities Act because (i) the securities were offered and sold only to accredited investors; (ii) there was no general solicitation or general advertising related to the offerings; (iii) each investor was given the opportunity to ask questions and receive answers concerning the terms of and conditions of the offering and to obtain additional information; (iv) the investors represented that they were acquiring the securities for their own account and for investment; and (v) all the securities listed below were issued with restrictive legends:

On various dates between July 31, 2014 and September 18, 2014, we entered into five different Stock Sales Agreements with five different unrelated third-parties to sell 6,000,000 shares of our common stock for a total of $126,500.

On August 8, 2014, we granted an unrelated third-party 250,000 shares of common stock at $0.06 per share in consideration for services of $15,000.

On August 11, 2014, we granted an unrelated third-party 350,000 shares of common stock at $0.0429 per share in consideration for services of $15,000.

On September 4, 2014, we granted an unrelated third-party 1,500,000 shares of common stock at $0.05 per share in consideration for services of $75,000.

On September 10, 2014, we granted an unrelated third-party 100,000 shares of common stock at $0.05 per share in consideration for services of $5,000.

On September 11, 2014, we granted an unrelated third-party 333,334 shares of common stock at $0.03 per share in consideration for services of $10,000.

On September 12, 2014, we granted an unrelated third-party 100,000 shares of common stock at $0.05 per share in consideration for services of $5,000.

On October 15, 2014, we granted an unrelated third-party 333,334 shares of common stock at $0.03 per share in consideration for services of $10,000.

On October 28, 2014, we granted an unrelated third-party 500,000 shares of common stock at $0.04 per share in consideration for services of $20,000.

On October 29, 2014, we granted an unrelated third-party 750,000 shares of common stock at $0.03 per share in consideration for services of $22,500.

We generally used the proceeds of the foregoing sales of securities for repayment of indebtedness, working capital and other general corporate purposes.

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Item 6. Exhibits

Exhibit
Number
  Exhibit Description
     
31.1   * Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
     
31.2   * Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
     
32.1   * Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
     
32.2   * Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
     
101.INS   XBRL Instance Document
     
101.SCH   XBRL Taxonomy Extension Schema Document
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

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

Date: November 13, 2014

MMRGlobal, Inc.

By: /s/ Robert H. Lorsch                                  
Robert H. Lorsch
Chairman, Chief Executive Officer and
President

By: /s/ Ingrid G. Safranek                                    
Ingrid G. Safranek
Chief Financial Officer

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EXHIBIT INDEX

Exhibit
Number
  Exhibit Description
     
31.1   * Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
     
31.2   * Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
     
32.1   * Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
     
32.2   * Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
     
101.INS   XBRL Instance Document
     
101.SCH   XBRL Taxonomy Extension Schema Document
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

34