i

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K 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 Annual Report on Form 10-K reflect the good faith judgment of our management. Such statements are subject to various risks and uncertainties, including but not limited to those discussed or incorporated by reference herein. Actual results and the timing of selected events may differ materially from those anticipated in these forward- looking statements. Except as required by applicable law, we disclaim any duty to update any forward-looking statement to reflect events or circumstances that occur after the date on which such statement is made. The forward-looking statements included herein are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in economic, business, industry, market, legal and regulatory circumstances and 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. 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, and are subject to various risks and uncertainties, including but not limited to those discussed or incorporated by reference herein. Actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of, 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.

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 under a different management team 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.

On January 27, 2009, the Company, through MyMedicalRecords, Inc., what is now our wholly-owned operating subsidiary, originally incorporated as MyMedicalRecords.com, Inc., ("MMR Inc.") in Delaware in 2005, conducted a reverse merger with Favrille. We refer to this transaction as the "Merger".

On February 9, 2009, and in connection with the Merger, we changed our legal entity name from Favrille, Inc. to MMR Information Systems, Inc. Subsequently, on June 16, 2010, we changed our legal entity name to MMRGlobal, Inc., which we believe more accurately reflects the nature of our operations.

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 anti-CD20 antibodies and related FavId™/Specifid™ vaccine technologies identified by our Management as remaining assets from the Merger. As of this date, the assets have not been transferred to the subsidiary.

Page 1

On March 28, 2012 we formed a subsidiary, which we named Expression Systems, LLC, exclusively to hold a certain group of insect samples from the Merger which we believe are an intricate part of the manufacturing process of the FavId™/Specifid™ idiotype vaccine. In the fourth quarter of 2014, the Company started plans to dissolve Expression Systems, LLC in favor of keeping any such samples it may own in MMR.

Following the Merger, we adopted MMR Inc.'s business of empowering consumers to manage their Personal Health Records ("PHR") and other important documents, whether paper-based or digital, and by doing so, to better control and organize their lives overall. Starting in 2005, MMR Inc. began filing patents for PHRs that could be used by any person or any healthcare professional anywhere in the world regardless of the technology on the other end. Today, we provide secure online storage and patented document management solutions for Personal Health Records and other important documents such as insurance policies, deeds, driver's license, IDs, passports, estate planning documents, advance directives, photos, as well as legal and travel documents among others.

We expanded our operations and added document imaging, storage and management solutions as a product line directed to healthcare professionals. The product is called MMRPro and it is designed to eliminate paper and allow healthcare professionals to run their medical offices without dramatically changing the way they operate allowing them to store and share health records with their patients on a real-time basis.

We currently have numerous Health Information Technology ("HIT") and Biotech patents issued, pending, and applied for in the United States and numerous other countries around the world. We are also continuing to file new patent applications and continuation applications. 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 and sharing 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 countries around the world

The following description of our business relates to our current business and operations.

We currently offer a suite of secure, online products that empower consumers and professionals alike to manage medical records and other important documents in their life and business, whether paper-based or digital. These online products include: (i) MyMedicalRecords.com, an online PHR secure system for the entire family including pets; (ii) MyEsafeDepositBox, an online secure document storage system; (iii) MMRPro, an integrated scanning and web-based document management solution for healthcare professionals; and (iv) private-label PHR and MyEsafeDepositBox storage solutions.

Page 2

Since inception, MMR's health IT business has evolved from a development 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. During 2014, developments in the industry proved positive for us as a licensor of both HIT solutions and biotech assets. The Company's patented Personal Health Records products and services benefited from the need for eligible healthcare professionals to provide over 50% of patients online access to their health information such as through a PHR or patient portal starting in 2014. This was part of the patient engagement requirements under Meaningful Use Stage 2 which were finalized in August 2012 in order for eligible healthcare professionals to fully qualify for payments under the EHR Incentive Program mandated through the 2009 Health Information Technology for Economic and Clinical Health Act ("HITECH Act"), and usage is expected to expand and be more dynamic with Stage 3 Meaningful Use requirements. We anticipate that we will continue to benefit from patient engagement measures as a result of government mandates and also because of factors driven by the private sector, such as consumers having to take on a greater share of their healthcare costs, employer worksite wellness programs, the web-based personal medical home and Telemedicine platforms, and the interest in web-based social networking and the Health 2.0 movement.

We also believe that the Company's PHR products and services will continue to grow based on the fact that they are uniquely interoperable and are designed to address issues of consumer theft of protected health information based on the fact the Company's products and services rely in part on using encrypted images which are otherwise not attractive to hackers of protected health information. This means that each medical record (document) is encrypted at all times when residing in our storage systems and can only be accessed in a viewable form when the authorized user, family member or healthcare professional has proper authentication AND credentials to view that medical record (document).  This is especially important at this time when theft of medical records is prevalent and widely reported in the media because even if an unforeseen massive data breach occurred at a hosting facility, any encrypted documents would not be viewable by an unauthorized entity.

Industry developments coupled with patented protection of our proprietary technology, which are discussed further below, are expected to increase demand for our products and services over time. MMR's vision from the start was to provide patients and families with an easy-to-use online system for accessing their medical records and other important documents and securely sharing them with all their healthcare providers using MMR's proprietary technology platform. Since our company began, we have made it our mission to ensure the patient shares in the electronic exchange of his or her health data along with their providers so they can make the informed decisions necessary to better manage their care and participate in cost savings that can accrue from timely access to information. We believed it was especially important for individuals and families to have access to their critical health information in the event of an emergency, from an individual emergency to a widespread natural disaster like Hurricanes Katrina and Sandy. So we conceived of multiple ways this communication could connect and be interoperable with various entities and we filed hundreds of patents and claims to this effect. We also maintain agreements in place with Alcatel-Lucent ng Connect and Microsoft® HealthVault® to integrate our services with their platforms as demand for access through their member platforms increase in the marketplace.

We currently own thirteen U.S patents, five of which were issued in 2014, that involve inventions pertaining to Personal Health Records, Patient Portals and other Electronic Health Record Systems. These include U.S. Patent Nos. 8,117,045; 8,117,646; 8,121,855; 8,301,466; 8,321,240; 8,352,287; 8,352,288; 8,498,883, 8,626,532; 8,645,161; 8,725,537; 8,768,725 and 8,775,212. The MyMedicalRecords, Inc. patent portfolio, with over 300 issued claims, also includes 19 pending U.S. applications with more than 300 claims. Our most recent health IT patent issued by the United States Patent and Trademark Office ("USPTO"), No. 8,775,212 entitled " Electronic Health Records in Clinical Trials," is directed to methods and systems which provide for self-reporting in clinical trials and represents a whole new patent and not a continuation patent. Internationally, MMR holds 11 foreign patents, including two in Australia, three in Mexico, two in South Korea, with others in New Zealand, Singapore, Japan and Canada, and 23 other pending patent applications in foreign countries or regional authorities which additionally include China, Hong Kong, Israel and Europe.

Page 3

We also continue efforts to maximize the current and future value of the biotech assets acquired from the Favrille, Inc. Merger completed in January 2009. These assets include, but are not limited to, the exploitation and licensing of patents, data and samples from our pre-Merger clinical vaccine trials, the FavId™/Specifid™ idiotype vaccine, and the anti-CD20 antibodies. Anti-CD20 antibodies are useful in treating B-Cell malignancies, including Non-Hodgkin's Lymphoma (NHL) and additional B-Cell mediated conditions such as rheumatoid arthritis. We understand the anti-CD20 antibody assets are potential candidates for the next generation of a Rituximab-type therapy. Rituximab is marketed under the trade name Rituxan® in the United States by Biogen Idec and Genentech (wholly owned member of the Roche Group) and under the name MabThera® by Roche in the rest of the world except Japan, where it is co-marketed by Chugai and Zenyaku Kogyo Co. Ltd. Rituxan® is one of the world's most successful monoclonal antibodies with reported annual sales of over USD $7.5 billion in 2013. We are also focused on dividing and selling patient samples including tumor samples and data accumulated at a cost of more than $100 million during the Company's FavId™ vaccine trials.

In 2014, based on government regulations, industry growth and increased awareness, the licensing of our health IT patents became a key focus of our business. Of the thirteen U.S patents, involving inventions pertaining to Personal Health Records, Patient Portals and other Electronic Health Record Systems, five U.S. patents were issued in 2014. Also in 2014, MMR had new patents approved in Mexico, South Korea and New Zealand.

We utilize the services of McKee, Voorhees & Sease, our patent prosecution counsel since the filing of MMR's first patent applications in 2005, to file new applications with the United States Patent and Trademark Office ("USPTO"). In addition, we currently use Liner LLP ("Liner") in contacting prospective infringers of our IP and in several cases file actions on companies we believe infringe. Our patent licensing efforts are ongoing and we continue entering into agreements regarding our health IT patents in an effort to create strategic business relationships and/or license our patented technology. One such Agreement signed in the fourth quarter was with CVS Pharmacy, Inc. on behalf of itself and its affiliates (collectively, "CVS").

Adding to our biotech intellectual property portfolio, in January 2014, we received our fourth U.S. patent from the U.S. Patent and Trademark Office for a "Method and Composition for Altering a B Cell Mediated Pathology" (Patent No. 8,637,638). Additional continuation patent filing has also been pursued in the U.S. to obtain still further protection for the compositions and methods of manufacturing compositions for B-cell vaccines used in the fight against lymphoma and potentially other forms of cancer. Foreign patents have also been granted for this technology in Europe, Hong Kong, Singapore, Japan and Mexico. In late 2013, we finalized the validation in countries of commercial interest for the European Union patent (European Patent No. 01979228.2) directed at "Method and Composition for Altering a B Cell Mediated Pathology," protecting the manufacturing of our B-cell vaccines (which was under appeal in Europe for some time). This issued patent is currently validated in numerous countries of commercial interest including the United Kingdom, France, Germany, Switzerland, Spain, Italy, the Netherlands, Denmark, Sweden, Finland, Ireland and Belgium. Our biotech patent portfolio of U.S. and foreign patents relating to the manufacture of the B-cell vaccines has expiration dates of August 2021 or later.

Page 4

The biotech intellectual property portfolio also includes patents and applications directed to "Antibodies and Methods for Making and Using Them." After the first U.S. patent protecting anti-CD20 monoclonal antibodies was issued in 2013 (Patent No. 8,465,741), followed by the first Australian patent (2007338607) and thereafter South Korean patent (10-2009-7015196), our second U.S. patent was approved by the USPTO in 2014 (Patent No. 8,945,550), giving the Company five issued patents for our antibody assets. The Company's antibody patents, with expiration dates of September 2027 or later, provide market protection of our specific antibodies that have particular utility in fighting cancers. Patents for our antibodies are also pending in a number of additional countries including the United States, Australia, Brazil, Canada, China, Hong Kong, India, Europe, Japan and Korea. All together, these patents and pending applications represent a valuable addition to our biotechnology portfolio acquired as a result of MMR's reverse merger with Favrille, Inc. in 2009. Favrille invested more than $100 million in research and development on its FavId™/Specifid™ vaccine trials and use of customized tumor cells to treat lymphoma patients and other technologies. MMR has continued to make progress in protecting our IP, including our anti-CD20 antibodies, and seeks licensing agreements that include milestone payments such as what we have with Celgene.

Although we continue to seek ways to maximize the value of our biotech assets through licensing and strategic business opportunities with universities and other biotech companies, we remain focused on our primary business, which is the development and distribution of the MyMedicalRecords Personal Health Record, sales of the MyMedicalRecords Personal Health Record Kit, MMRPro, renewal of existing contractual customer relations, and the development and creation of other related product solutions in health IT, as well as the protection and enforcement of our intellectual property to the extent reasonably practical. The growth in Telemedicine is expected to fuel the value of our IP because Telemedicine portals require connectivity to the patient, giving MMR the opportunity to increase revenue by offering a combined Alcatel-Lucent platform with MMR's patented PHR through organizations and employers with direct connection to the doctor and wellness management tools. We also plan to expand our presence in mHealth with our mobile apps platforms launched in the first quarter of 2015.

We expanded the visibility of our PHR product with the launch in April 2014 of the MyMedicalRecords Personal Health Record Kit. MMR offers and sells the MyMedicalRecords PHR Kit through retailers that have more than 30 million purchasers of online products and services visiting their sites per month. The package and materials inside the kit provide information on the PHR service to encourage both initial purchase and then active use. Because the kit contains emergency materials to attach to personal identification as well as emergency wallet cards, emergency personnel will be able to access a user's account in the event of a medical emergency, thus reinforcing the special Emergency Login feature of the MMR product.

The growth in demand for PHRs is reflected in our strategic relationships with licensees and other partners such as 4medica, Claydata, drugstore.com, Walgreens.com, Whole Foods Market, XN Financial, Interbit Data, Coverdale, Fairway Physicians Insurance Company, Vida Senior Resources and Cerner Corporation. In 2014, tours.com and sightseeing.com announced they were offering MyMedicalRecords to travel agents through a travel agent affiliate partner program. We continue to work with 4medica in integrating our PHR with laboratory reporting services which are used by 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. 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.

Page 5

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 many of the limitations 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 another term of our Agreement with Whole Foods Market, Medical and Wellness Centers Inc. ("WFM"), MMR is continuing to provide 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 the 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 such as drugstore.com and Walgreens.com. We are also expanding our presence into the wellness preventative health and life extension market.

In 2014, we also 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 look for opportunities 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 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.

Our suite of secure, web-based products all are built on proprietary, patented and patent-pending technologies that allow users to easily store, organize, retrieve and share their protected health information and other data in a timely and secure manner from anywhere in the world.

Page 6

MyMedicalRecords - An Online Personal Health Record

Our consumer product, "MyMedicalRecords," is an easy-to-use, secure web-based PHR system, which allows documents, images and voice mail messages to be transmitted in and out of our system using a variety of methods, including fax, voice, and file upload. Most importantly, our system doesn't require or rely on any specific Electronic Medical Records ("EMR") platform to work; a consumer's MyMedicalRecords PHR can store and maintain medical records that are sent from any of the consumer's healthcare providers. A MyMedicalRecords PHR can receive and store medical records in a variety of secure formats, including image, voice, and discrete data in HL7, XML or other formats, that are exported or communicated from EHR, EMR or Telemedicine systems. The account holder receives a notification at virtually the same time new information is received in our system from their healthcare provider. This notification can be sent to up to three different user e-mail addresses (including text-enabled cell phones and smartphones). Our PHR is secured not only by a unique user ID, but also by multiple passwords. Further, the consumer can access his or her files via the Internet or a web-enabled phone and, using an intuitive, customized filing system, can categorize, annotate and file his or her records in a way that makes sense to him or her and that maximizes his or her easy access and subsequent retrieval of the records. In addition to giving each consumer greater control over his or her own PHR, each consumer can also quickly and easily print, download, e-mail or fax records from his or her PHR, sharing this information with healthcare providers and others as he or she moves through the continuum of care.

The Company is constantly in the process of evolving its products and services and adding new features that will facilitate connectivity with other systems such as Electronic Medical Records and platforms including mobile devices. We recently launched our mobile app that provides access to the MyMedicalRecords Personal Health Record service, allowing patients to easily access their PHR in a mobile optimized environment. Prior to this, we have also implemented new features that facilitate connectivity with any standalone EMR systems and other Electronic Medical Records systems, and laboratory reporting systems. Using an HL7 interface we are able to populate data, such as that required in a Continuity of Care Document, and send it as well as lab test results, medication lists and other discrete data directly to the consumer's MyMedicalRecords PHR. Further, and at the consumer's option, the system can electronically transmit PDFs from the consumer's confidentially maintained PHR directly into an EMR or EHR. We believe this robust multi-way communications capability will increase adoption of our system by consumers, vendors, and healthcare providers alike because our system can operate interoperably as a patient portal that can share electronic data across and between those with a need to access and use that data.

We are currently selling our MyMedicalRecords PHR product directly to consumers, corporations (as an employee benefit), physicians, small hospitals, surgery centers, other healthcare professionals including nursing associations, retail pharmacies, veterinarians, and to affinity organizations as a "value-added" service for their members or clients. In April 2014 we introduced a Prepaid Personal Health Record Kit which is currently on sale at Walgreens.com and drugstore.com representing more than 30 million consumers nationwide. The kit can also be sold through healthcare professionals, home healthcare agencies and facilities, and patient advocates. We also have experience selling to insurance companies, unions and employers.

Our PHR is also offered both via the MyMedicalRecords web site and as a private-labeled product. When sold to employers and/or affinity groups, we count members as individuals who have received paid access to the MMR system through their employers' benefit programs or as a member benefit from a respective affinity group. We count users as the individuals in that member group that activate and commence usage of their individual PHR account. In addition, the MyMedicalRecords PHR is an important component of the MMRPro professional document management and imaging system, which we are providing to physician offices and other healthcare professionals (See section on "MMRPro").

Page 7

Our MyMedicalRecords PHR product is bilingual in English and Spanish and allows users to store and segregate information for up to 10 family members in a single account. It is a patient-controlled PHR that provides portability for the user, which means our MyMedicalRecords PHR can stay with the individual through changes in doctors, jobs and insurers.

Through an Internet-based solution, the MyMedicalRecords PHR takes advantage of the one piece of equipment still being used in virtually every doctor's office: a fax machine. Healthcare providers can transmit documents to a patient's MyMedicalRecords PHR mailbox without making any changes to existing patient or practice management software. Our MyMedicalRecords PHR product can be used to provide secure storage for a variety of important confidential records, including:

• Patient charts, notes, and medical histories;
• Vaccination and immunization records;
• Lab reports and test results, including any images (or, if offered by a laboratory, links that the user can use to access the laboratory's stored images);
• Copies of prescription orders;
• X-ray results and images (either the actual images or, if offered by a radiology provider, links that the user can use to access the provider's stored images);
• EKG results and images (either the actual images or, if offered by an imaging provider, links that the user can use to access the provider's stored images);
• Birth certificates, living wills, healthcare powers of attorney and advance directives;
• Lab report and pharmacy records through 4medica; and
• Telemedicine data through Alcatel-Lucent ng Connect

In addition, users can store important legal, insurance and financial documents, as well as copies of identification documents such as passports and driver's license in their MyMedicalRecords PHR account.

Users also have the ability to fax records out of their MyMedicalRecords PHR account using an integrated Internet fax service at no additional cost. This feature gives users the ability to easily share information with multiple providers with the privacy of web-based faxing that doesn't require them to print out documents and then place them in a physical fax machine. This feature also transforms the PHR into a proprietary integrated fax messaging service, which we believe provides a significant competitive advantage over other PHRs.

Page 8

The MyMedicalRecords PHR product is designed to enable consumers to store their important medical records and other health information in one central and secure place online where they can manage those records and control how they are accessed and shared. The market for our products is significant. While every healthcare consumer in the U.S., as well as those in other countries, is a potential user of the MyMedicalRecords PHR product, we believe that our product has the greatest appeal to the following particular market niches:

• The chronically ill and their families and other caregivers who must share health information with and among many healthcare professionals (this "co-morbid population" represents a disproportionate share of U.S. healthcare costs);
• Physicians who must provide patients with timely electronic access to their personal health information;
• Individuals with Health Savings Accounts who need to carefully manage their eligible expenses over the course of a year;
• The newly insured under the Affordable Care Act who need the tools to better control their out-of-pocket expenses;
• Consumers who are caring for their "senior" parents and who need their parent's current medical information readily available in case of their parent's unexpected illness or emergency situation;
• Consumers with newborns who will be able to build a complete medical file for the newborn, one that can be maintained and updated throughout the newborn's entire life;
• Employees who need to change physicians and other healthcare providers when their employer changes health insurance plans and who therefore need to manage transferring their health information to new providers;
• Consumers who are concerned about having access to their PHRs and other important documents in a disaster or other emergency;
• Travelers and business people working overseas who might need to access their medical records in the event of an emergency;
• Hospitals required to provide patients' discharge summaries and after-care instructions electronically;
• Home healthcare professionals who need the efficiencies of technology, particularly PHRs, to maintain and share patient records and manage daily activities;
• Wireless providers who are seeing smartphones increasingly used as a hub for remote patient monitoring devices that can export data to PHRs to improve coordination of care in the patient-centered medical home;
• Veterans and Medicare recipients who are using Blue Button to transfer their respective health information into a comprehensive, portable and easy-to-use PHR;
• Corporations seeking to offer their employees a valuable benefit, e.g. companies implementing workforce wellness programs and those with expatriate employees;
• Pharmacists who recognize PHRs as a way to offer consumer counseling more effectively and efficiently; and
• Local, State, and Federal governmental agencies that need an immediate yet easy solution to help families and businesses preserve their vital documents in the event of a man-made or natural disaster.

We sell our MyMedicalRecords PHR product direct to consumers on a monthly and annual subscription basis. We use the Internet as a distribution channel where consumers can enroll in our service online. We also occasionally offer free trials and discounted pricing as a way to incentivize consumer acceptance of our MyMedicalRecords PHR product. The retail price point may be different than what the product is being sold for on the Internet.

We also offer a value-added service to our MyMedicalRecords PHR which we call Personal Touch. When a user enrolls in Personal Touch, their records are collected on their behalf and organized and placed into their PHR. Personal Touch is included in certain of the Company's subscription services and is also sold separately as an additional service from the basic MyMedicalRecords Personal Health Record service.

Page 9

For special key account programs, such as healthcare providers that would like to make the service available to patients, corporations who want to offer the service as a benefit to employees, insurance companies who offer this to policyholders, or affinity groups and other organizations who want to offer the service to their members, we provide different access-based pricing plans, which vary based on the number of people in the organization and the expected use of the product across the organization's members. For large corporate or key accounts, we co-brand or private label our site.

Our MyMedicalRecords PHR product offers users multiple ways to enter and maintain their personal medical information, including by fax, voice, digital file upload and online annotations as well as through customized web service links. We believe our patented integrated capability makes our MyMedicalRecords PHR product easier to use and more accessible to potential customers and healthcare professionals. This gives us a unique competitive advantage in the marketplace and creates a barrier to competitive entry. In addition to the core document conversion, storage and retrieval capabilities, our MyMedicalRecords PHR product provides a layer of useful, value-added interactive tools to help users better manage their personal and/or their families' medical records. These tools include:

• Integration with Electronic Medical Record Systems and Laboratory Reporting Services.

We are integrating our PHR with laboratory reporting services, Electronic Medical Record and Electronic Health Record systems, beginning with 4medica, an integrated iEHR, which is used by physicians nationwide. We created a messaging interface which was launched in 2013. In this workflow, the MyMedicalRecords Personal Health Record is able to exchange discrete data, such as patient demographic information and lab test results, with the clinical system. In addition, standard reports from the EMR system, such as the Continuity of Care Document (CCD) can be transmitted into the PHR either in PDF or discrete data format.

• Forms Management and Electronic Signature

The MyMedicalRecords Personal Health Record also now supports the completion and secure electronic signing of doctor office forms. So a participating provider who offers the product to his or her patients can have them complete and sign Patient Intake, Registration, Consent and other forms before they get to the office. MyMedicalRecords can transmit the forms directly into a doctor's clinical system. This creates a major efficiency benefit for the doctor's office.

• Ability to Attach Received Faxes to E-mail Notifications.

Users can elect to have records attached to the notification e-mail they receive when a new medical record is received into their account. This capability is intended to save users the extra step of logging into their account to view new records, which we believe creates a higher level of convenience and usability.

• Health History

Users can enter their personal health history, including information about doctors (such as a doctor's name, address and specialty), vaccinations and immunizations, hospitalizations/surgeries, allergies and other medical conditions that may affect ongoing healthcare.

Page 10

• Appointment Calendar Feature

Users are able to take advantage of a calendar feature to schedule and generate reminders about upcoming doctor and other health-related appointments. These reminders appear when a user logs into his or her MyMedicalRecords PHR account and also can be sent to the user's e-mail address (or e-mail enabled smartphone) and imported into any calendar program including Microsoft^® Outlook^®.

• Prescription History and Refill Reminder Feature

Users are able to enter their prescriptions, pharmacies and refill dates into their MyMedicalRecords PHR accounts. The system generates reminders about refills, which are visible to users when they log into their accounts and are sent to their e-mail addresses (or e-mail enabled cell phone).

• Drug Information and Interaction Database

Users can check for potential interactions across multiple prescriptions and over the counter drugs with this comprehensive database, licensed from Multum. When each user adds a new drug to their MMR PHR prescription history, they can quickly determine if that medication has any kind of negative interaction with other prescriptions they take. This tool is especially vital because preventable adverse drug interactions kill as many as 100,000 and injure more than 1.5 million Americans each year. Consumers who see multiple providers are especially at risk.

• Voice Reminders and Messaging

We have created our MyMedicalRecords PHR product to promote more efficient communication between doctors and patients. In addition to using a patient's personal MyMedicalRecords PHR telephone number to fax health information to a patient's secure online account, people can use the telephone number to leave a voice message, such as an appointment reminder, in a secure voice mailbox that is only accessible by the MyMedicalRecords PHR user. Users can also take advantage of this feature to leave themselves a reminder message such as for a doctor appointment or prescription refill reminder. Our MyMedicalRecords PHR product is designed to send a user a notification via e-mail when he or she receives a voice message. This gives users a helpful tool that they can access remotely.

• Secondary Passwords on Selected File Folders

Users can assign a second password to four of the file folders in their MyMedicalRecords PHR account. This feature creates an additional layer of security for personal vital or medical documents that a MyMedicalRecords PHR user does not want a doctor to have access to in the event that the user has given the doctor access to the account, or if the user does not want other family members to be able to see selected information.

• Emergency Login For Physicians and Other Emergency Response Personnel

Users can create a special password, one for each family member, which doctors and other emergency response personnel can use to gain access to the particular family member's medical records in the event of a medical emergency. This password grants access to an account but does not allow any additions, changes or deletions to be made to the account. In addition, users can decide which records a doctor will be able to see in an emergency situation. Users can write this password on an emergency sticker they receive when they enroll in our MyMedicalRecords PHR service, which can be affixed to a driver's license or personal ID. Ten durable emergency wallet cards are also included in the MyMedicalRecords Personal Health Record Kit for family members. Users can also include a photograph in their emergency profile.

Page 11

• Health Information Library

Users of selected benefit programs have the option to access wellness programs and interactive audio and visual health encyclopedias, licensed from third-parties, in both English and Spanish.

• Telemedicine.

We have integrated our PHR with the Alcatel Lucent ng Connect Telemedicine suite. This takes data directly from wireless Bluetooth monitoring devices, such as blood pressure monitors, and deposit readings directly into the MyMedicalRecords PHR. We believe that these enhancements will increase usability and make it easier for consumers to view their important medical records.

Mobile application are also available for the MyMedicalRecords PHR and are currently available for Android tablets and smartphones. We expect our mobile version for iOS (iPhones and iPads) to be available to consumers in April 2015.

We believe our MyMedicalRecords PHR product technology presents potential market opportunities beyond its core "Personal Health Records" storage and management purpose. In the wake of recent hurricanes, tsunamis, earthquakes, fires and other disasters, a great deal of emphasis has been placed on families having a secure place to store their records and vital documents where they cannot be lost or damaged. Our MyMedicalRecords PHR product addresses this need because it allows for the fax transmission, upload and storage of insurance, financial and other personal documents, as well as a place to store digital files such as photographs. We believe this recent emphasis provides us with an opportunity to expand our core market and use our MyMedicalRecords PHR product technology to create the essential "safe deposit" box for all important documents and records of a family or small business. The MyEsafeDepositBox virtual storage product extends the MyMedicalRecords technology into these additional markets.

We also have a MyBlueButton.com initiative where the Company plans to allow veterans and Department of Defense personnel and others to upload their health information from the Blue Button Initiative and/or MyHealtheVet account to a MyMedicalRecords PHR, where they can manage all their medical data and other important information in one secure location. In addition to safely storing their Blue Button data file, each MyMedicalRecords account comes with a password-protected voice mailbox, inbound and outbound fax, a drug interaction tool and many other features to manage and track their health. MyMedicalRecords also allows them to store medical records for their family members, including pets, in one account.

Our "MyEsafeDepositBox" service is geared towards small businesses, the financial, insurance and legal services industries. MyEsafeDepositBox is based on the same technology and architecture as the MyMedicalRecords PHR product. However, rather than focusing on storing medical records, MyEsafeDepositBox is designed to provide secure online storage for medical records and any other vital, financial, legal and insurance documents such as wills and advance directives. MyEsafeDepositBox.com may be used as a virtual online "safe" and could serve as an essential part of any household's or business's disaster preparedness plan by securely storing important legal, insurance and financial documents that they cannot afford to lose. Such documents may include copies of insurance policies, deeds of trust, passport, birth certificate, photos of property and other vital documents in addition to medical records that are critical to retrieve in the event of a natural disaster such as an earthquake, hurricane, flood or fire.

Page 12

We believe that the MyEsafeDepositBox product offers distinctive value in the online storage market due to our telecommunications platform enabling users to fax vital records directly into their MyEsafeDepositBox account without having to first scan paper-based records and have access to a computer to upload information, though the system can receive and store uploaded documents as well. It also permits service providers, such as insurance agents or lenders, to fax documents directly into a user's secure online account. Users also benefit from the ability to sort, store and manage their vital records, while also using a free form text search to find records stored in their account with specific annotations. Our ability to provide private label branding of this product affords banks, insurance companies, escrow services and other financial and legal businesses to provide not only a useful product but also a product that reinforces that business's identity.

In addition, we believe our MyEsafeDepositBox product may also serve as a valuable tool for younger consumers who would not otherwise utilize a PHR storage system, but are looking for a secure way to organize their personal information to take better control over their financial affairs

Because of the similarity in functionality between our MyMedicalRecords PHR product and our MyEsafeDepositBox product, we market these products through some of the same channels. The crossover marketing strategy for our MyMedicalRecords PHR product and MyEsafeDepositBox product focuses primarily on the following channels:

• To corporate accounts, as an added employee benefit for their employees or bundled or co-branded with their product offerings to their customers;
• To insurance companies who are looking for a valuable benefit to provide risk and accident policyholders both in the United States and abroad;
• Through affinity groups (such as alumni organizations and other membership organizations) and discount health benefit membership groups to their members;
• To associations and organizations seeking our solution as an emergency preparedness tool;
• To charitable and critical illness organizations as ways to raise funds;
• To legal, accounting, mortgage, and other organizations that have the need to securely store and transmit documents to and from their clients; and
• Direct to consumers as a retail subscription product.

Our MMRPro product provides physician offices with a powerful and cost-effective solution to the costly and time-consuming challenge of digitizing paper-based medical records, as well as providing doctors the access to those records through a private portal at MyMedicalRecordsMD.com (see MMRPro.com for more information). In addition, MMRPro features an integrated e-Prescribe automated drug order entry system and automatically deploys a patient's records to a free patient portal, MMRPatientView.com, where patients can view and print out their records. MMRPro also includes its own "Stimulus Program" that allows physicians the opportunity to earn administrative reimbursements when their patients upgrade from the free MMRPatientView.com portal to a full-featured, paid MyMedicalRecords PHR account. 

A typical EMR implementation costs well in excess of $100,000 and can take several weeks or months to integrate into a doctor's practice. Even worse, during this implementation, a doctor's office is asked to significantly reduce their patient load by as much as 50% which means that the practice loses one-half of its revenue during the implementation period and possibly longer. In a healthcare economy where patient load is critical to a doctor's financial success, this can be very problematic. MMRPro is sold on a three-year license, which includes all hardware, software and system management.

Page 13

We recently introduced a new version of MMRPro, MMRPro Plus, which allows the solution to work with virtually any scanner. MMRPro Plus installs as a client on an office computer instead of being built into the intelligence of the scanner. It offers the same features and functionality as the original MMRPro and therefore is ideal for officers where scanners already have been installed.

MMRPro is being marketed to:

• Physicians, particularly small group and sole practitioners who still do not have any way to digitize the paper in their offices and who do not want to invest the hundreds of thousands of dollars necessary to implement an Electronic Medical Record, or EMR, system;
• Other healthcare professionals such as dentists, veterinarians, and chiropractors;
• Community hospitals and other clinics which do not have the funds or technology resources to invest in an EMR system;
• Surgery centers and specialty clinics; and
• EMR and Electronic Health Records ("EHR") vendors who are looking for a way to bring a PHR into their systems without having to build their own import modules.

• Integration with EMR systems.

Through a partnership with Interbit Data (located in Natick, MA) we are part of a joint software solution that allows hospitals and other clinical facilities to instantly make health information available to patients securely over the Internet using the MMRPatientView portal from any EMR system without first having to scan, fax or print any documents. The Interbit Data-MMR module is certified for Meaningful Use with MEDITECH systems. Although the solution is only deployed for MEDITECH at this time, we believe that it can work with virtually any EMR platform, which opens up a significant new market opportunity for MMRGlobal.

• Integrated e-Prescribe Module.

MMRPro also includes an integrated e-Prescribe module that gives doctors the ability to do automated prescription ordering and refills. The e-Prescribe software gives doctors a choice of all formulations for a given medication, as well as available generic alternatives and shows what patient benefit coverage will be for the prescription. Any special instructions for the patient can also be entered into the module so they are automatically printed on the prescription label. A prescription order can be faxed or automatically transmitted to the pharmacy. In addition, the e-Prescribe module also makes it possible for doctors to keep a drug history on all their patients, as well as check for any interactions and allergies in real-time.

• Integrated Fax Messaging

MMRPro supports both inbound and outbound Internet fax. While fax continues to be a major way doctors send and receive information such as lab reports, doctors are increasingly concerned about the privacy issues associated with a fax machine in an open area. MMRPro solves the problem by allowing faxes to be initiated from or delivered directly to admin or doctor computer desktops through its integrated fax messaging. Faxes, which are viewable as PDFs, can be assigned to different doctors in the practice and then filed as part of the patient record. Each practice receives one main fax number for the office, and then individual numbers can be assigned to each doctor in the practice.

Page 14

• Voice Messaging.

MMRPro also accepts voice messages into its system so doctor can hear voice messages from labs or other providers and keep messages as part of the patient record.

• Practice-specific Branding and Content

MMRPro allows providers to create custom content for their practices that patients see when they access records through the MMR Patient View portal. For example, a practice could use this feature to include a message to remind patients to get flu shots or give a wellness tip.

• Practice-specific Forms Management

A practice can maintain its own library of forms that it uses most often, such as admissions, insurance and treatment forms and print these, with the bar code, on demand when patients come in for an appointment.

• Dynamic Communication with Doctor's Practice Management System.

Through a user designated hot-key, MMRPro seamlessly integrates, on a real-time basis, the patient data contained in the physician's practice management system saving the need of having to reenter data.

• Patient View.

The MMRPro system incorporates an integrated patient portal, www.MMRPatientView.com, so doctors can give their patients timely electronic access to their medical records after a visit. Patients can sign up at their provider's office or they can opt to receive an e-mail after their first visit giving them the opportunity to sign up for the free service. To activate, patients log into their MMRPatientView account with their secure User ID and password combination, after which they can view, download and printout records from their visit, including lab reports, radiology reports and copies of X-ray images. Patients receive alerts any time their doctor places a new record in their account.

In addition to its product functionality, MMRPro includes a "Stimulus Program" that creates cost-savings and revenue opportunity for its users; in fact, we believe our Stimulus Program can generate at least as much money for a doctor practice over a three-year term as the $44,000 that is possible through the HITECH Act over a five-year period.

We believe that MMRPro can ultimately eliminate the need for doctor office staff to go into patient charts to retrieve their records. We estimate that this can cost a doctor office as much as $50 per occurrence, when all of the labor and copying costs associated with retrieving a patient record are included. If MMRPro makes it possible for a doctor office to eliminate having to manually retrieve just one record per day, it would translate to a savings of more than $10,000 in a single year.

Doctors have the opportunity to earn administrative reimbursements when their patients upgrade from the free MMRPatientView portal to a full-featured, paid MyMedicalRecords PHR. We share 30% of the subscription revenue from those upgrades with doctors on a monthly basis and believes that patient acceptance for the MyMedicalRecords PHR will be driven by the benefit of being able to store and manage medical records from all doctors for up to 10 family members, not just the one doctor and one family member capability of the free MMRPatientView Portal.

Page 15

The Market for Our Products

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 to control costs and improve care. The growth of health IT in the U.S. is spurred by billions of dollars in health IT spending and consumer awareness campaigns highlighting the importance of managing personal health information online through a secure Personal Health Record. With the complexity of the healthcare system, the ability for both patients and their providers to efficiently share information across a multitude of settings and systems is critical to achieving better outcomes and reducing healthcare spending.

MMR is marketing health information technology products to consumers online, in association with other health IT vendors, in connection with our new mobile platform, through employers' worksite wellness programs and through major retailers.

On the professional side, demand is increasing in the field of ambulatory surgical centers as well as other clinics looking for a cost-effective scanning and document management solution with high usability. Specialty practice areas such as pediatrics, chronic care illnesses and geriatrics are also key areas for expanding the MMRPro solution with our integrated patient portal, MMRPatientView, with upsell to a full-featured MyMedicalRecords PHR. Additionally, as the use of Telemedicine and Teleconsulting become more prevalent, MMRPro's patient portal and the MyMedicalRecords PHR are patented solutions that include user-friendly proprietary platforms to facilitate collaboration between doctors and other healthcare providers with patients.

In developing and marketing our products and services, we plan to continue to participate in the burgeoning consumer health information market and health IT market for patients and healthcare professionals who are impacted by federal legislation, including the HITECH Act that mandates and rewards widespread implementation of Electronic Health Records. Additionally, we believe that the healthcare reform legislation, the Patient Protection and Affordable Care Act ("ACA" / aka "Obamacare"), will ultimately stimulate a significant behavioral shift in how consumers manage and control their own health. The healthcare industry is implementing new processes to complement ACA's programs, e.g., the individual insurance mandate requiring most Americans to obtain insurance coverage, Accountable Care Organizations ("ACOs") with outcomes-based payment models that necessitate digital records to achieve coordinated care, and hospital readmission penalties, where Telemedicine solutions have a central role to play.

While the U.S. holds the largest share of the global healthcare information technology market, 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. The global demand is evidenced by agreements and or other relationships in China, Australia, Canada, Japan, Kuwait and other countries in development to offer Personal Health Records and electronic document management and imaging services. 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, with medical tourism on the rise with estimates of a $100 billion market, the need for medical records that are truly universal and can be accessed anytime from anywhere is being further fueled. 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.

Page 16

Healthcare and Health IT Industry

We recognize the critical nature of managing an individual's health information requires that our products and advances be implemented with the utmost care to protect the privacy and confidentiality of our customers' data. The Health Insurance Portability and Accountability Act of 1996, commonly referred to as HIPAA, requires covered entities to protect the privacy and confidentiality of the protected health information, or PHI, of their patients and customers. Although we are not a covered entity (as that term is defined in HIPAA), we consider it important to take into account the Privacy and Security Standards and other requirements of HIPAA when implementing our products and services and believe that we meet and/or exceed current HIPAA standards.

The Health Information Technology for Economic and Clinical Health Act, commonly referred to as HITECH, enacted on February 17, 2009 as part of the American Recovery and Reinvestment Act, expanded HIPAA's reach beyond that of just covered entities. Now, business associates, defined as entities that perform a function, activity, or service on behalf of a covered entity and that require use of or access to the PHI of the covered entity, as well as vendors of Personal Health Records (PHRs) that use or access protected health information (PHI), must also comply with the HIPAA's Security Standards and many of HIPAA's Privacy Standards.

As a vendor of PHRs, we are implementing policies and procedures, and reviewing our relationships with all necessary parties on an ongoing basis, to ensure our compliance with HITECH and its associated regulations. While we contend that we are not technically a business associate as that term is defined under HIPAA's three-prong test (since the beneficiary of the PHR is the patient, not the covered entity), the work we are doing to ensure compliance with HITECH as a vendor of PHRs will ensure that we comply with HITECH if we are ultimately determined to be a business associate.

One of the most critical aspects of HITECH is its requirement to notify individuals if their PHI has been, or will likely be, disclosed without their individual authorization (i.e., there is a breach). We both recognize and fully support this requirement and are working to ensure our contracts with covered entities address and delineate all responsibilities associated with the breach notification process.

Health information technology ("HIT") is at the forefront of efforts to reform the U.S. healthcare system, viewed as essential to controlling costs, improving care and saving lives. Starting in August 2012 when the Centers for Medicare and Medicaid Services ("CMS") released its final rule for Meaningful Use Stage 2, Personal Health Records moved to occupy a dominant position in the healthcare IT landscape because it was now a requirement that eligible professionals provide their patients timely online access to their health information. The commitment to achieve widespread adoption of Electronic Medical Records was legislated by the HITECH Act, which contained provisions allocating more than $27 billion to eligible professionals and hospitals that digitize their medical records systems through "Meaningful Use" of health IT.

In addition to demand created by HITECH, health IT is expected to continue opening up widespread market opportunities in the healthcare industry because the need to control healthcare costs is expected to remain at the top of the domestic agenda for some time. Healthcare spending reached an estimated $3.1 trillion in 2014, now accounting for about 17.6 percent of GDP, and is expected to reach $4.7 trillion by 2020.

Page 17

We believe the need to control healthcare costs through 21^st century solutions such as EHRs and PHRs supported by regulatory requirements will continue to drive health IT adoption. For instance, adding to the HITECH Act, the Affordable Care Act represents a significant opportunity. This law includes broadening health insurance to cover millions of Americans and as of February 2015 nearly 11.7 million consumers were enrolled in Health Insurance Marketplace coverage under the ACA. The expansion of newly insured individuals necessitates implementing new healthcare payment and delivery models, and funding programs that promote healthy behaviors to both prevent and manage chronic diseases, which account for more than 75 percent of healthcare treatment costs. We believe that the Affordable Care Act, widely known to many as Obamacare, and all the publicity that has accrued from it has helped to expand awareness of the responsibility consumers share in their healthcare costs and the need for such tools as Personal Health Records to help control their out-of- pocket spending.

Even though the ACA did not directly legislate for a federal incentive program for EMR/EHR adoption in the way that HITECH did, the components of the bill build on computerized medical records and the electronic sharing of information to achieve better results in line with the new outcomes-based reimbursement model of healthcare. So, for example, the challenges created by the influx of newly insured to better manage the cost of their care, or the efficiencies mandated by ACA in the form of Accountable Care Organizations that reward providers for quality of care rather than quantity, is expected to result in greater demand for health IT solutions. This is because they are critical for the coordination of care required to achieve improved outcomes, with Personal Health Records specifically having a positive impact in the way technology tools can lower the cost of care among defined populations.

Additional drivers of health IT that are becoming increasingly prevalent, and therefore create a favorable environment for the Company, are healthcare expansions into mobile platforms, consumers' ability to directly access their lab test results electronically from the lab facility, and emerging Telehealth/Telemedicine payment models that can advance the technology already available in service of connecting providers with their patients.. We are well-positioned to benefit from multiple technology integrations and the launch of our MyMedicalRecords mobile app. We anticipate more strategic partnerships with wireless providers as a result of our integrated communications platform which delivers a PHR that allows medical records to be shared among all healthcare professionals involved in a patient's care using Telehealth platforms.

With healthcare's continuing prominence on the national agenda and mandates to share medical information electronically across the whole spectrum of care, we anticipate that market conditions will remain healthy for the growth of our patented Personal Health Record products and services. Contributing factors that enable our products to benefit from the HIT value propositions in the marketplace include: the role of health IT in cost containment and improved patient outcomes through patient engagement and coordination of care, the impetus of HITECH stimulus, widespread implementation and incentivization of worksite wellness programs, America's aging demographics underscored by the wave of baby boomers entering Medicare, the rise of chronic illnesses and their cost, and an increasingly global and mobile world. Even with the challenges and uncertainties healthcare providers face in their day-to-day practice, they are continuing to move away from outdated paper-based systems and focus on spending strategic dollars on health IT as ROI given economic stimulus, the transition of healthcare to more of an outcomes-based reimbursement model, and the fact that increasing numbers of patients are becoming informed healthcare consumers who demand it.

Page 18

Drivers for MyMedicalRecords PHR Market

Timely access to personal health information such as made possible by patient portals and PHRs, which were a convenience under Meaningful Use Stage 1, took center stage as a core requirement under Meaningful Use Stage 2 and signifies where health IT is headed now and into the future. Beginning in January 2014, over 50% of an eligible professional's patients need to start having the ability to access their health information online within four business days of the information being available, and these electronic access objectives are expected to be even more focused on patient usability with rule making for Stage 3 Meaningful Use requirements. Eligible hospitals need to make the information available to patients within 36 hours of discharge. The new requirements have resulted in understandable pressure for hospitals and physicians in the EHR Incentive Program managed by CMS, and the prospects of decreasing incentives and increasing penalties are also strong drivers for adoption.

The ACA's insurance mandate is also a driver for our PHR products and services. With ultimately over 30 million Americans expected to enter the insurance pool, it will become increasingly important for providers to have the kind of tools such as a PHR to communicate and engage with the patient population, and for patients themselves to control a greater part of their health destiny. . Additionally, ACOs need to rely on health IT solutions to make possible greater coordination of care that is such a critical part of the outcomes-based healthcare model being implemented. The ACA also imposes measures to reduce high hospital readmission rates. On October 1, 2012, penalties went into effect in the form of fines imposed by Medicare against hospitals that readmit patients within 30 days of discharge for the same complaint or procedure. The penalties are part of a multifaceted effort by Medicare to reward facilities based on how they meet certain care quality and patient satisfaction metrics. It is believed that many of these can be achieved by providing patients and/or caretakers with effective tools that enable them to readily have the information on how to comply with appropriate follow-up care. This also coalesces around the personal medical home model where remote patient monitoring enables data collection into a PHR to provide continuous and coordinated care. According to a report produced by the Deloitte Center for Health Solutions, "Connected Care: Technology-enabled Care at Home," the effective application of in-home technologies can produce a net result of potential annual savings of 20 percent or more if chronic conditions and post- hospitalization care is managed by involved consumers in their homes.

Social media and video contests are also being increasingly used to build PHR communities. MMR has joined with hundreds of other companies to "Take the Pledge" and we are utilizing our presence across the Internet using social media to engage consumers on the value of having a Personal Health Record for themselves and their family.

Organizations and enterprises not directly affected by Meaningful Use incentives are further promoting patient engagement, which is critical because they will perpetuate the demand for Personal Health Records far into the future. For example, employers are offering workplace wellness programs that reward employees for healthy behaviors to increase productivity and control insurance costs which are also supported by program policies in the ACA; health plans offer PHRs to patients to maintain data that monitors health progress in addition to claims data; pharmacies are growing their retail clinics and can offer PHRs for better care coordination and to offer health management tools such as prescription refill reminders; caregivers are placing PHRs at the top of their list of technology that can best support their practice issues; retailers can use PHRs as a tool to create stickiness and build loyalty programs at the point-of- sale; and wireless carriers are developing platforms for remote patient monitoring devices transmitted by smartphones into a patient's PHR for sharing by the entire medical team.

Page 19

Internationally, 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 expats, 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.

Finally, an ultimate driver for our products and services are consumers themselves. Through federal and state government initiatives, employer policies, and a stretched healthcare system, individuals and families are being challenged to take more responsibility for their health and healthcare costs and in response they are pushing for transparency. Studies show that patients who use a PHR are almost twice as like to be up to date with preventive services, and those who have access to their health information are able to make better decisions about their care which can translate into improved health and cost savings. So with increasing use of EHRs requiring patients be provided their personal health information in the form of a patient portal or Personal Health Record, Telemedicine and the development of mobile health apps, the use of social media to engage consumers in their healthcare, and pharmacies growing their retail clinics, we believe PHRs have a strong future as part of an overall health IT strategy. Moreover, our patented MyMedicalRecords PHR - Internet-based for 24/7 access, easy-to-use, private and secure, and multi-platformed for timely sharing of health data - fulfills what surveys reveal consumers are most looking for in a PHR, which is access to information online, privacy and security, the ability to track immunizations and monitor lab reports, communicate with doctors, and correct mistakes in their records.

Doctors continue to be under increasing pressure to make their offices "digital" as mandated by the Federal Government in order to qualify for incentive payments of $44,000 per physician through Medicare and $63,750 per physician through Medicaid under the HITECH Act. Stimulus funds from HITECH are paid out in three stages of "Meaningful Use"; for example, a doctor under Medicare who qualified for funds in 2010 began receiving payments in 2011 and will continue to through the length of the program as they attest to the requirements. . Doctors who have waited until 2013 or 2014 to have EHRs in place will be eligible for smaller bonuses. Because of the short time horizons and high costs involved, many eligible professionals, despite the stimulus funds, continue to struggle with implementation of full-blown Electronic Medical Record systems. Studies cited in a Congressional Budget Office Report show that a three-doctor practice could spend as much as $162,000 in the first year to install and maintain a system. This doesn't include the "hidden" costs of lost revenue from having to reduce patient load and also delays in billing while a new system is being implemented. For hospitals, EHR implementation can run into many millions of dollars.

Page 20

Regardless of the challenges healthcare providers face in converting to computerized medical records, Electronic Health Record adoption is well past the tipping point. Yet increasing numbers of users are expressing dissatisfaction with their system and many are struggling with attesting to Stage 2 of the Meaningful Use program. A 2013 Software Advice survey cited by CIO.com found that more than 30 percent of providers intended to replace their EHR system. We believe the costs and complexities of Electronic Health Records implementation under Meaningful Use, which have so far failed to achieve the interoperability originally envisioned, helps create dynamic market conditions to position the MMRPro system. MMRPro serves providers as a cost-effective bridge or adjunct to a full blown Electronic Health Records system while at the same time providing an integrated patient portal and access to a Personal Health Record.. Moreover, because the fax is still being used by a majority of healthcare providers, especially with their patients, MMRPro's electronic fax capability enables them to run their practice like they always have while digitizing their office or changing or upgrading their current system. Additionally, with the MMR Stimulus Program, incentives are offered either in place of, or in addition to, Meaningful Use payments, where it has been acknowledged that for smaller practices the perks offered by the government may not be enough by themselves. And when Meaningful Use incentives are removed from the equation altogether, as is the case with non-eligible professionals such as long-term acute care and rehabilitation facilities, our end-to-end, user-friendly solutions enable clinical data to be digitized and available across all sites of care.

As a result, we see a significant niche opportunity to provide an efficient, cost-effective system that helps healthcare professionals take the required first steps to any form of digital office - scanning and digitizing patient records. We believe that the simplicity and elegance of MMRPro makes it attractive to the many thousands of medical offices, community hospitals and other healthcare providers who are still paper-bound and searching for a way to start their digital conversion or are dissatisfied with their current system and can use MMRPro for easier digital recordkeeping and to improve patient engagement.

The primary market driver for our MyEsafeDepositBox product is the need for individuals and businesses to be able to easily, efficiently and securely maintain backup copies of paper-based financial, insurance, legal and other vital business and personal documents that can be retrieved at anytime from anywhere over an Internet-connected device, This is especially true during a disaster, where records can be inaccessible or permanently destroyed. Eventually, as consumers continue to grow less reliant on paper, MyEsafeDepositBox can also be marketed as helping them in reduce their carbon footprint.

Both companies and individuals are continuing to seek solutions that will allow them to safely backup - and quickly restore - any lost documents and data. We believe that our MyEsafeDepositBox product meets the need of a sub-set of this vast backup storage market, and we target individuals and businesses that want to find a secure, web-based solution for storing their most critical personal, financial, legal and insurance records, rather than those looking to back up the entire contents of their computer hard drive or corporate network. Moreover, as natural and man-made disasters continue to grow - from hurricanes, earthquakes, and floods to computer viruses and even terrorist attacks - a common denominator for recovery is access to information and documentation, and we believe our MyEsafeDepositBox product meets this need by offering users a safe and easy way to store, access and recover all of their important documents and vital records online.

Page 21

Customers

To date, we have signed agreements for our MyMedicalRecords PHR product, our MyEsafeDepositBox product, our MMRPro product, as well as licensing agreements to license our Biotech and health IT Patents and other intellectual property. Our core products are sold directly to retail consumers, healthcare professionals, hospitals, surgery centers, dental offices, vendors, retailers, employees, affinity groups, membership organizations and licensees amongst others. Our Biotech and health IT patents are being licensed to pharmaceutical companies, and other health IT companies as well as retailers. We also have a program for hospitals to give patients access to use our MyMedicalRecords Personal Health Record free of charge when they are discharged from inpatient facilities with the option to upgrade to a fully paid account.

We also offer private label versions of our MyMedicalRecords PHR product. In addition, we offer employee benefit programs to clients who want to provide MyMedicalRecords to their employees as an employee benefit, similar to affinity and membership group clients. We receive compensation under these agreements primarily on a membership basis in which we are usually paid based on the number of persons who are eligible to sign up for our service. In the affinity and membership group area, we continue to look for opportunities as organizations, unions and affinity groups want to give their members access to the MyMedicalRecords PHR or MyEsafeDepositBox. We expect that these groups will continue to create new programs that bundle the MyMedicalRecords PHR and MyEsafeDepositBox virtual storage vault with their services.

On December 22, 2010, we entered into a Non-Exclusive License Agreement with Celgene Corporation ("Celgene"). Pursuant to the terms of the Agreement, the Company licensed to Celgene, on a non-exclusive basis, the use of our clinical and scientific data related to targeted immunotherapies for cancer and other disease treatments to stimulate a patient's immune response and certain other confidential information in the United States and Europe. In consideration for the rights granted under the Agreement, Celgene has paid the Company a total of $2,730,000 at this time. No further milestones are expected although the Company continues to work with Celgene on other opportunities with its clinical and scientific data biotech assets and other IP.

On December 9, 2011, we entered into a thirty million dollar Non-Exclusive Settlement and Patent License Agreement with Surgery Center Management, LLC whereby we agreed to release SCM from prior patent infringement claims and granted SCM, on a non- exclusive basis, a license covering the use of MMR's Licensed Patents, which amongst other things, covers certain Licensed Products and/or Licensed Services to develop, make, have made, use, sell, lease, license, demonstrate, market and distribute the Licensed Products and/or Licensed Services under SCM's brand or private label for channel or distribution partners who purchase the SCM branded or Licensed Products and/or Licensed Services for resale to end customers. The Agreement contains customary provisions, as to the term of the Agreement, representations, warranties, and indemnities by each of the Company and SCM and was filed with the Securities and Exchange Commission as Exhibit 10-1 on Form 8-K on January 17, 2012.

In consideration for the rights granted under the Agreement, SCM agreed to pay us $5 million dollars (the "Initial License Fee") plus an additional $5 million dollars annually during the five year term of the Agreement with the explicit understanding and requirement that the Settlement and Release portions of the Agreement become effective solely upon SCM's payment in full of the Initial License Fee. SCM also agreed to pay MMR additional royalties of ten percent (10%) of gross revenue at such time as an initial Two Hundred Million U.S. Dollars ($200,000,000 USD) of gross revenues are accrued on any Units sold, used or otherwise transferred pursuant to the terms of the Agreement.

The initial $5 million dollar payment became payable to us on December 23, 2011, with five additional payments due on November 15th 2012, 2013, 2014, 2015 and 2016.

Page 22

We are currently seeking payment on the initial $5 million as well as the subsequent $5 million payments which were due in November 2012 and November 2013 as per the agreement. As of December 31, 2013, three of the four revenue recognition criteria of Staff Accounting Bulletin No. 104 had been met (persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed and determinable). We will not recognize any of this revenue until such time as collection is reasonably assured. We are currently in litigation against SCM and believe SCM has cash, accounts receivable, and/or other assets sufficient to pay the amounts due upon a successful outcome.

Our marketing strategy for our MyMedicalRecords PHR product calls for continued focus on several main sales channels:

• Licensing

Since the issuances of our patents in the U.S. and numerous countries we are focused on licensing the use of our proprietary technologies for the provisioning of Personal Health Records and other HIT services. This includes licensing to other health IT providers.

• Corporate Sales - Employee Benefit Offering

We are pursuing the human resources and benefits market to secure agreements or strategic arrangements providing for companies to offer our product to their employees and members. As a result of health reform, which encourages worksite wellness, companies are rethinking their roles in the new healthcare economy and we believe the user-friendly nature of our MyMedicalRecords PHR product makes it readily acceptable to employees and gives companies a low cost way to demonstrate their employee-friendliness.

• Affinity Groups and Membership Organizations.

Our MyMedicalRecords PHR product can be bundled with other health or insurance-related services. For example, a travel accident insurance company can include our MyMedicalRecords PHR product in its suite of emergency medical and repatriation services for travelers going abroad. Additionally, an affinity group, such as an alumni association or charitable organization, may offer our MyMedicalRecords PHR product as a recruitment or renewal tool. We plan on continuing to utilize outside sales representatives who specialize in selling services to these market segments.

• Travel Companies and the Travel Industry

We believe that travelers, specifically Expats, can represent a strong market for our products because these products are designed to enable travelers to access to their medical records, or other important documents (copies of passports, credit cards, etc.), in the event of an emergency when they are away from home. We plan to market our products to airlines, hotels, automobile clubs and other travel-related companies and organizations as well as to advertise on travel-related websites to reach this market.

Page 23

• Private Label Branding

Our MyMedicalRecords PHR product is designed to allow site pages to be customized with a corporate, affinity group or membership organization logo and content that is specific to that entity. The technology built into our MyMedicalRecords PHR product also is designed to allow companies, groups or organizations to instantly communicate with hundreds or even thousands of employees in the event of an announcement or emergency situation at no additional cost to MMR or in many cases, the client.

• Direct to Consumer Marketing

We intend to continue to focus on marketing our MyMedicalRecords PHR product directly to consumers via both online and off-line advertising vehicles. We have produced a series of television ads that are shown on syndicated television shows. The ads can be seen at www.mmrontv.com. We continue to test pay-per-click advertising using booth Google Adwords and the other targeted platforms such as Facebook. In addition, we plan on continuing to exploit our relationship with E-Mail Frequency LLC continuing to test different e- mail creative, both text and HTML, as well as campaigns to target direct to consumer sales. Our MyMedicalRecords PHR product is currently available to individuals on a monthly or annual subscription basis as well as to those patients who upgrade from a free MMRPatientView account provided by their doctors.

• Healthcare Professionals.

We plan on continuing to offer our MyMedicalRecords PHR to patients at physician offices, hospitals, surgery centers, x-ray facilities and other facilities. In addition, we are planning to increase our marketing efforts in connection with sales to home health caregivers and visiting nurses. We believe our ability to accept and transmit information in HL7 messaging formats will allow us to now more seamlessly integrate with existing EMR systems and populate the Personal Health Record with discrete data in addition to the PDF format already accepted by the Company's products.

• Retail.

We are selling our MyMedicalRecords.com PHR to retailers in the form of a Personal Health Record Kit that consumers will be able to purchase at point of sale. To do this, we have created an independent sales representative network that already has relationships with retail chains. In addition to direct sale to consumer at retail, we see an opportunity to make the Personal Health Record Kit a part of store and pharmacy loyalty programs as well as to offer it as a premium when consumers purchase healthcare-related products, switch their prescriptions to that store or refill existing prescriptions. The package and materials inside the kit provide information on the PHR service to encourage both initial purchase and then active use. Because the kit contains emergency materials to attach to personal identification as well as emergency wallet cards, emergency personnel will be able to access a user's account in the event of a medical emergency, thus reinforcing the special Emergency Login feature of the MMR product.

Page 24

• Other Markets.

We believe we can better target health-conscious consumers who may have a greater interest in our products by developing strategic partnerships with consumer products companies, including wireless phone service providers, especially with the introduction of our mobile app at the beginning of 2015. We also plan to focus a portion of our marketing efforts in selling to nursing and convalescent homes as well as other vertical markets that have the need to share, store and manage documents and health records in a secure manner such as the legal, accounting, mortgage banking, chronic illness foundations, and charitable organization markets. Additionally, we believe that federal, state and local governments can deploy our products as they provide a powerful, yet easy to use addition to any family's disaster preparedness plan and we continue to approach agencies at all levels to explore the possibility of setting up pilot programs.

Because of the similarity in functionality between our MyEsafeDepositBox product and our MyMedicalRecords PHR product, we market these products through many of the same channels. Both products are designed to offer users the ability to fax, upload and store important and private records or documents in a secure electronic environment, safe from fire or flood, and secure from the threat of identity theft. Thus, for example, we market our MyMedicalRecords PHR product to insurance companies as an additional benefit for health insurance policy holders, while at the same time marketing our MyEsafeDepositBox product to insurance companies that may offer it to their risk and casualty policy customers. In addition, we market our MyEsafeDepositBox to financial institutions and legal service providers as a safe and secure way for their customers to store important and private documents provided by these companies.

We have been working on enhancing the MMRPro platform as well as broadening its distribution and sales channels. We believe that with patient engagement mandates at the center of healthcare reform giving patients' online access to their health information, MMRPro will gain accelerated acceptance with clinicians. This is because the product automatically creates a patient facing copy of scanned records through its MMRPatientView portal and offers the opportunity to upgrade to a fully featured MyMedicalRecords PHR. MMR plans on utilizing distribution networks of companies who already sell other products into doctor offices. These distribution partners can also help increase our integration and support network.

We also utilize lead generation and telemarketing/appointment setting tools as a way to build a pipeline of customer opportunities that can be sold direct by MMR or through its distribution partners.

Through an agreement with Interbit Data (located in Natick, MA) we have created a joint software solution that will allow hospitals and other clinical facilities to use a Meaningful Use certified solution to instantly make health information available to patients securely over the Internet using the MMRPatientView portal from any EMR system without first having to scan, fax or print any documents. The Interbit Data-MMR module is certified for Meaningful Use with MEDITECH systems. MEDITECH is being used by more than 750 hospitals nationwide. Although the solution is only deployed for MEDITECH at this time, MMR believes that it can work with virtually any EMR platform, which opens up a significant new market opportunity for MMRGlobal.

Page 25

Clinical Research Sales Strategy

With the approval in 2014 of our health IT patent entitled "Electronic Health Records in Clinical Trials," MMR is planning on working with consultants and biotech companies in this area to evaluate customized personal and electronic health record products designed to follow patients through clinical trials. The Company believes that such a product offering can reduce the cost of managing clinical trial results and generate long term users of its health IT product. The Company is targeting biotech companies and pharmaceutical manufacturers to purchase its PHR to obtain better monitoring of patient results and patient involvement.

We exploit our intellectual property, technology and our MyMedicalRecords brand internationally. On January 4, 2010, we announced the completion of a definitive Cooperation Agreement ("the "Unis JV") with Unis-Tonghe Technology (Zhengzhou) Co., Ltd., or UNIS, to form a joint venture to build a customized version of MMR's proprietary PHR services and professional document imaging and management solutions in China.

Unis is a subsidiary of Unisplendour Corporation Limited (SHE: 00938) (www.Unis.cn), one of China's leading IT firms. Our technology will support a UNIS medical records development project for sale to China's public and private hospitals. Our senior management and technology executives from Nihilent, MMR's technology partner in India, have met with counterparts from Unis-Tonghe to integrate the MyMedicalRecords PHR and the MMRPro system into a health IT platform that could be deployed throughout China's healthcare market.

Under the JV, UNIS and MMR agreed to form a joint venture in China for the purpose of deploying our PHR services and document imaging and management solutions as part of a total EMR solution in China. Under the agreement, we were to own 40 % of the joint venture and UNIS, 60%. UNIS has requested MMR change the ownership structure which MMR does not believe it can be part of. UNIS has also asked for other changes which MMR does not feel is in the Company's best interests.

As a result of lead times to develop customized EMR solutions in response to government specifications, this effort has taken more than five years. In the meantime, we have begun to leverage our resources in China with other U.S. partners including Alcatel-Lucent to help manage relationships in China locally Nonetheless, in an effort to move things forward in China, in November 2014 UNIS and MMR began an initiative to replace the partnership agreement with a license agreement in an effort to simplify the challenges of having a partnership in China and allow MMR to receive commission income from referrals to UNIS of business opportunities with other companies in China.

In 2012, we entered into an agreement with Australian company VisiInc PLC to sell our patented consumer and professional health IT products and services on the Visi platform utilizing the Vistime product in the health technology market in Australia. The agreement with VisiInc PLC calls for minimum performance guarantees to be paid to MMR annually. MMR terminated this agreement non-performance and written off any equity in VisiInc. Notwithstanding, VisiInc is still selling MMR products and services on a Non-Exclusive basis.

Page 26

As part of ongoing efforts to maintain presence a in Australia, in July of 2014 the Company entered into a Non-Exclusive License Agreement with Claydata, headed by CEO Joseph Gracé, M.D. Claydata is an Australian health information technology provider based in Sydney providing its certified eHealth products and services to a number of healthcare organizations from over 800 referring doctors, many of which utilize Personal Health Record services from Claydata that will fall under the license agreement. Dr. Gracé is also currently the Medical Director of the North Shore Medical Group, North Shore Heart Clinic®, North Shore Vein Clinic® and North Shore Homecare Services. The Claydata agreement calls for MMR to receive license fees based on a percentage of the gross sales of Claydata's products and services revenue. In exchange, Claydata benefits by being the first end user to license to MMR's portfolio of Personal Health Record and eHealth patents in Australia and New Zealand. This allows Claydata to offer its services to customers with complete assurance that end users would not be infringing on MMR's patents and other intellectual property. The agreement also gives Claydata the right to offer selected MMR proprietary features and benefits from the MyMedicalRecords Personal Health Record on a revenue sharing basis in addition to the payment of license fees.

We are also actively working with potential strategic partners in countries where our patents are issued which include Australia, New Zealand, Singapore, Japan, Mexico, Canada, Hong Kong, South Korea, Israel and Europe to leverage our global patent portfolio.

We have a Board of Advisors and a Medical Board of Advisors, which include the following individuals:

• Buzz Aldrin, Ph.D.
  Apollo 11 Astronaut
• Titus Day
  Managing Director, 6 Degrees Management
• Hon. Richard A. Gephardt
  22nd Majority Leader of U.S. House of Representatives
• Joseph Gonzalez
  Chief Executive Officer, ClinXdata, LLC
• C. Rowland Hanson
  Former Executive with Microsoft, Neutrogena and Nautilus
• "Sugar" Ray Leonard
  Professional Athlete and Entrepreneur
• Fred Middleton
  Managing Director, Sanderling Ventures
• James L. Spigarelli, Ph.D.
  Former CEO and President, Midwest Research Institute
• JJ Virgin, CNS, CHFI
  Health Correspondent and Nutritionist

Page 27

MEDICAL ADVISORY BOARD

• Michel Babajanian, M.D., FAC
  Board-Certified Otolaryngologist and Head and Neck Surgeon
• Glenn D. Braunstein, M.D.
  Chairman, Department of Medicine at Cedars-Sinai Medical Center
  Director, Cedars-Sinai Thyroid Cancer Center
• David E. Bresler, PhD, LAc
  Author, Consultant and Educator; President, Academy for Guided Imagery
• Shekhar Challa, M.D.
  Board-Certified Gastroenterologist & Award-Winning Author
  Co-Founder and President, Kansas Medical Clinic
• Jeremy Fine, M.D.
  Board-Certified in Internal Medicine
• Theodore B. Goldstein, M.D.
  Orthopedic Surgeon
• William Goodman, M.D.
  Pulmonary and Critical Care Physician
  Academic Appointment at Dartmouth Medical School
• Dr. Joseph Gracé, MBBS (HONS) FRACGP FACNEM FACP
  Medical Director, North Shore Medical Group (Sydney, Australia)
• Cara Natterson, M.D.
  Board-Certified Pediatrician and Author
  Founder, Worry Proof Consulting
• Lawrence D. Piro, M.D.
  Clinician, Researcher & Lecturer; International Expert in Hematologic Malignancies
  The Angeles Clinic and Research Institute
• David Charles Rish, M.D.
  Dermatologist; Academic Appointment at UCLA
• Prediman K. (PK) Shah, M.D.
  Director, Division of Cardiology and the
  Oppenheimer Atherosclerosis Research Center at Cedars-Sinai Medical Center

We work with our Board of Advisors to identify new business opportunities. In Addition, we work with our Medical Board of Advisors to find more effective and efficient uses of our products for healthcare professionals as well as finding new ways to exploit our biotech assets.

Page 28

Principal Suppliers and Supply Contracts

We currently contract with numerous third-party telecommunications carriers, data centers and other information technology service providers and developers to develop and maintain our products.

We contract with a third-party for the development and maintenance of the software applications necessary to run our MyMedicalRecords PHR, MyEsafeDepositBox and MyMedicalRecords Pro products. Our outside developers support 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. Under our development contract, we own the intellectual property rights over all software applications developed pursuant to the contract. We pay our developer per-project fees for the development services provided and a monthly fee for support and maintenance services. Most of our agreements with developers renew automatically for one year periods subject to the right of either party to terminate the agreement by giving six months written notice to the other. Notwithstanding the ability to terminate MMR owns, controls and maintains copies of all its software, source code, and updates and changes as they occur.

We also contract collocation and hosting services to Level 4 and Level 5 certified data centers that monitor, manage and maintain our systems and storage facilities that service our production websites. Scheduled, non-escalatory, monthly payments are made for all collocation and hosting services. Services include managing and maintaining the production servers that host our MyMedicalRecords PHR and MyEsafeDepositBox and MMRPro applications and store user related data. The data center agreements are renewed automatically and a termination option is available to either party upon a six month prior written notice. MMR owns all hardware located in the data centers and has the option to remove it should a data center agreement be terminated. Notwithstanding the ability to terminate MMR owns and controls and maintains copies of all its software, source code, licenses and updates and changes as they occur.

In the event that we are unable to continue to obtain supply, development or maintenance services from any of our current suppliers or developers, we believe that we would be able to utilize other suppliers, developers, or maintenance services to continue the development and operation of our products. Prior to selecting our current suppliers, we received competitive bids from other vendors who would have been able to provide equivalent services. Thus, we believe that the marketplace for such services is broad enough that we would be able to reach commercially reasonable terms for the continued development of our products within the termination periods provided in each agreement.

Our data centers have disaster recovery plans in place designed to ensure the safekeeping of records stored in a user's MyMedicalRecords PHR, MyEsafeDepositBox, MyMedicalRecordsMD and MMRPatientView accounts, while maintaining continuity of our services should our server site be affected by a natural or man-made disaster. Our main production sites have redundancy measures built-in at all levels of the infrastructure and are designed to facilitate maximum availability of our product websites. Our backup and recovery encryption and processes are FIPS 140-2 compliant.

Furthermore in these days of Cyber theft & hacking the Company has designed its platform in a manner that protects the integrity of personally controlled health information by storing the data in encrypted image files even when at rest. This means that each medical record (document) is encrypted at all times when residing in our storage systems and can only be accessed in a viewable forms when the authorized user, family member or health care professional has proper authentication AND credentials to view that medical record (document).  This is especially important at this time when theft of medical records is prevalent and widely reported in the media because even if an unforeseen massive data breach occurred at a hosting facility, any encrypted documents would not be viewable by an unauthorized entity.

Page 29

The Company alto maintains a Cyber Liability Insurance Program designed to provide a customized form of cyber liability insurance to help protect its customers, including hospitals, healthcare professionals and affiliates, from actual loss or damage of up to one million dollars. The program responds to litigating civil monetary penalties expanded under the HITECH Act, in connection with the offering of the Company's Personal Health Record products and services. Certain coverages for these programs are provided to MMR under a special cyber liability policy written by an insurance company that is A-rated by A.M. Best. The Company has been providing this program since 2009.

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, Zweena Health, MiVIA™, and numerous others including Internet and 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 and usually includes advertising). However, we believe our MyMedicalRecords PHR product offers unique features that distinguish it from those of our competitors. In particular, we believe our MyMedicalRecords PHR product offers greater ease of use and accuracy than our competitors' products because copies of the actual medical records, such as laboratory test results and radiology reports can be faxed, read, or uploaded directly into the user's MyMedicalRecords PHR account. This helps ensure accuracy when compared to redacted data from a patient portal, multiple records from different providers or requiring users to input the data themselves, which may result in transcription errors, or go through a third party, which could result in more time, additional costs and can raise the issue of privacy.

In addition, most competitive services do not offer integrated inbound and outbound fax directly to or from the user account, or if they do they are usually required to go through third party intermediaries in order to share information with other providers along the continuum of care. Moreover, we believe our integrated fax offering alone can save members as much as $300 a year as compared to using similar electronic fax services.

While hospital patient, HMO patient and insurance policyholder Internet-portals allow users to see certain information regarding test results, prescriptions or claims data, and may even give patients the ability to set appointments and communicate with doctors, these portals typically only allow users to view data from that specific provider, and if a user changes his or her healthcare provider, insurance carrier or employer, the information may not be available in the future. Our MyMedicalRecords PHR product is designed to offer our customers a single secure online repository for all of their health information and records, from every provider, so that this information is available any time a MyMedicalRecords PHR user needs to access and share it, and our service is completely portable, meaning it stays with the member though changes in health plans, healthcare providers and employers. Moreover, the MyMedicalRecords account covers an entire family of up to 10 members, including pets, whereas other services typically only cover an individual or charge for additional family members.

Page 30

We also believe the enhanced features offered at our price point, offer consumers unique and attractive advantages that separate our MyMedicalRecords PHR product from the competition. In addition, while competing services may raise consumer awareness about the need for access to personal health information and this increased awareness may likewise increase the marketability of our MyMedicalRecords PHR product, growth in the consumer health information management marketplace may also attract new entrants. However, while we believe that greater ease of use and array of enhanced features distinguish our MyMedicalRecords PHR product from those of our competitors, many of our competitors may have greater resources and may attempt to modify their product offerings to make them more competitive, including attempting to replicate some features of our MyMedicalRecords PHR product. Notwithstanding we seek to protect our proprietary technology through our patents in the U.S. and overseas and other countries of commercial interest.

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.

We believe that MyEsafeDepositBox is a superior product when compared with products such as My Vault® Storage or Allianz Protect in that in addition to file upload, it permits multiple service providers, such as insurance agents or lenders, to fax documents directly into a user's account. In addition, much like the MyMedicalRecords PHR, the MyEsafeDepositBox service also offers outbound fax and emergency login features which further differentiate us in the marketplace. We also have the ability to provide private label branding that affords banks, insurance companies, escrow services and other financial and legal businesses to provide not only a useful product but creates brand awareness and loyalty.

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. Scanning services typically do not provide the doctor with an integrated end-to-end system that not only scans the record, but automatically sorts it by patient and by patient chart tab. Most scanners merely digitize patient records and store them either on a local drive or a Local Area Network drive, which could require the doctors to have an IT consultant manage their online records. Since MMRPro is a "Software As Service" model, the scanner records are sent to a web-hosted application with redundant data storage facilities and MMR handles the physical storage and management of patient data in compliance with HIPAA's Privacy Rule and Security Standards. This not only relieves doctors of having to worry about their in-house records management, it also allows them to access patient records from any Internet-connected computer as well as to deploy a copy of a record for the patient.

Many doctors, particularly solo and small group practitioners, are still struggling with EMR adoption given the high cost of conversion and the difficulty and expense associated with maintaining an EMR system. MMRPro provides an efficient alternative and or transition to a full-blown EMR by converting a paper office into a digital office. MMRPro also includes a patient portal, MMRPatientView, and is both integrated with our end-to-end system or can be incorporated as a separate module within any EMR system.

Page 31

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. Continuing through 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), 19 pending U.S. patent applications (with over 300 claims), 11 foreign patents, including two in Australia, three in Mexico, two in South Korea, with others in New Zealand, Singapore, Japan and Canada, and 23 other pending patent applications in foreign countries. The full term of our health IT patents will not expire until September 12, 2025 or after. The U.S. District Court order issued on December 23, 2014 involving certain claims of two of MMR's U.S. patents did not affect the Company's foreign patents nor other health information technology patents and all of MMR's other domestic and foreign patents remain in full force.  As such, MMR continues to pursue opportunities to license its intellectual property where appropriate in the global health information technology marketplace and sell its proprietary products and services to healthcare professionals and pharmacy chain retailers.

Our health IT patent portfolio that includes issued patents on our health IT products and services such as the Company's MyMedicalRecords, MyEsafeDepositBox and MMRPro product and services, 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 and patient samples from our pre-Merger clinical vaccine trials, the FavId™/Specifid™ vaccine, and the anti-CD20 antibodies.

Through our wholly owned subsidiary, MyMedicalRecords, Inc., we currently have 13 U.S. patents. These patents cover inventions pertaining to Personal Health Records, Patient Portals and other Electronic Health Record systems and include U.S. Patent Nos.: 8,117,045 ("Method and System for Providing Online Medical Records"); 8,117,646 ("Method and System for Providing Online Records"); 8,121,855 ("Method and System for Providing Online Medical Records"); 8,321,240 ("Method and System for Providing Online Medical Records"); 8,301,466 ("Method and System for Providing Online Records"); 8,352,287 ("Method for Proving a User with a Service for Accessing and Collecting Personal Health Records"); 8,352,288 ("Method for Providing a User with a Web-Based Service for Accessing and Collecting Records"); 8,498,883 ("Method for Providing a User with a Service for Accessing and Collecting Prescriptions"); 8,626,532 ("Method for Providing a User with a Web-Based Service for Accessing and Collecting Health Records"); 8,645,161 ("Method and System for Providing Online Records"); 8,725,537 ("Method and System for Providing Online Records"); 8,768,725 ("Method and System for Providing Online Medical Records"); and 8,775,212 ("Electronic Health Records in Clinical Trials") - as well as additional applications and continuation applications. 

Page 32

In 2014 we were issued five U.S. patents with claims totaling 116. Our ninth patent, U.S. Patent No. 8,626,532, was issued on January 7, 2014 after being allowed on August 8, 2013. Entitled "Method for Providing a User with a Web-based Service for Accessing and Collecting Health Records," this 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. MMR's tenth U.S. patent, entitled "Method and System for Providing Online Records," was allowed on December 4, 2013 and subsequently issued on February 4, 2014 as U.S. Patent No. 8,645,161. With 30 claims, the patent is 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 well as recurring medication reminders through a calendaring function.

In the second quarter, on May 13, 2014, MMR was issued U.S. Patent No. 8,725,537, "Method and System for Providing Online Records," with 28 claims directed toward storing, managing and sharing legal records. This patent expands MMR's intellectual property beyond PHRs and other forms of Electronic Medical Records into the legal field. The '537 patent is particularly relevant to the management of wills and powers of attorney, among other similar types of important documents, which can be included as part of an individual's Personal Health Record account. We were also issued Notices of Allowance in May for our twelfth and thirteenth patents which were subsequently issued in the third quarter. On July 1st, U.S. Patent No. 8,768,725 entitled "Method and System for Providing Online Records," was issued and 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 8^th and includes 16 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.

Additionally, MMR has hundreds of patent claims in pending U.S. applications including 19 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.

Page 33

Internationally, we have patents issued, pending and applied for in 11 other countries or regional authorities of commercial interest. Eleven of the issued patents to date are in Australia, New Zealand, Singapore, Mexico, Japan, Canada and South Korea. Two recent patents, each entitled "Method and System for Providing Online Medical Records," were registered by the Korean intellectual property Office (KIPO) on November 11, 2014 and comprise MMR's first and second issued patents in South Korea. Korea Patents No. 10-1466063 and 10-1466060 include 42 and 46 claims, respectively, for a total of 88 claims. The claims are directed toward accessing and collecting health records through a secure Web site which include amongst other things fax and voice communications. Claims also include features to manage prescriptions, calendaring prescription refills, sending prescription refill reminders as well as managing appointments with healthcare providers, and additional features associated with Personal Health Records. Additionally, in December we announced that the New Zealand intellectual property Office agreed that the patent application entitled "Method and System for Managing Personal Health Records with Telemedicine and Health Monitoring Device Features," IP Number 627858, was approved for acceptance. This application includes 21 claims directed toward generating Personal Health Records from patient monitoring devices and sharing these records with healthcare providers. MMR also received a Notice of Allowance from the Mexican Industrial Property Institute (IMPI) in the fourth quarter for an additional patent in Mexico which was subsequently issued on January 6, 2015 as Mexican Patent No. 326616. Entitled "Universal Patient Record Conversion Tool," the patent includes 15 claims directed to a system that allows patient data from practice management systems to be seamlessly uploaded into a healthcare provider portal system. MMR offers this tool as the Practice Management System Integration Application (PMSIA), which allows administrators in physician offices, hospitals and alternative care sites to facilitate the efficient population of patient information from a healthcare provider's practice management system to other Electronic Medical Record systems including the Company's MMRPro Web-based application. Prior to this, on November 21, 2014, we were issued Mexican Patent No. 325515 entitled "Method and System for Providing Online Medical Records," with 20 claims 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.

Previously, in 2013, we had important patents issued in Japan, Japanese Patent (#5191895) with 40 claims issued on February 8, 2013, and the Canadian Patent (#2,615,128) was issued on September 10, 2013 and has 40 claims including claims corresponding to those in U.S. Patent No. 8,301,466. With the Canadian patent added to our three Mexican patents, MMR's health IT intellectual property includes all of North America. MMR also has 23 other pending patent applications in foreign countries further including, Hong Kong, Israel, South Korea, Japan, Mexico, Europe, and China.

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 other patents and that the patents could be relevant to any organization who provides Personal Health Records and other Health Information Technology products and services in that they could limit their ability to provide services without infringement. 

Notwithstanding the above, on December 22 and 23, 2014, The United States District Court for the Central District of California in three patent infringement complaints entered orders finding that eight claims asserted (of the 42 total claims present) under only two asserted MMR patents were invalid. MMR is appealing those orders to the U.S. Court of Appeals for the Federal Circuit. Additional details are further described in our Litigation Matters section.

Page 34

MMR's portfolio of other patents were not affected by these rulings, including U.S. Patent Nos.: 8,117,045 ("Method and System for Providing Online Medical Records"); 8,117,646 ("Method and System for Providing Online Records"); 8,121,855 ("Method and System for Providing Online Medical Records"); 8,321,240 ("Method and System for Providing Online Medical Records"); 8,352,287 ("Method for Proving a User with a Service for Accessing and Collecting Personal Health Records"); 8,352,288 ("Method for Providing a User with a Web-Based Service for Accessing and Collecting Records"); 8,626,532 ("Method for Providing a User with a Web-Based Service for Accessing and Collecting Health Records"); 8,645,161 ("Method and System for Providing Online Records"); 8,725,537 ("Method and System for Providing Online Records"); 8,768,725 ("Method and System for Providing Online Medical Records"); 8,775,212 ("Electronic Health Records in Clinical Trials"); as well as 11 foreign patents including two in Australia, three in Mexico, two in South Korea, with others in New Zealand, Singapore, Japan and Canada.

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 six U.S. patents, three U.S. pending patent applications, 23 patents in foreign countries and 17 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.

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." As of this writing, the Company holds five issued patents for its antibody assets. Most recently, the U.S. Patent and Trademark Office issued U.S. Patent No. 8,945,550 which is the second U.S. patent for our anti-CD20 monoclonal antibody assets on February 3, 2015 after being allowed on October 5, 2014.In the first quarter, we were issued our first patent for "Antibodies and Methods for Making and Using Them," in South Korea, #10-1378302 (10-2009-7015196). The Company also has an additional divisional South Korean patent application No. 10-2013-7022383, which case remains pending. 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 U.S. 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). 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 Nos. 8,465,741 and 8,945,550). 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.

Page 35

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. On January 28, 2014, the fourth U.S. patent for B-Cell vaccine technology was 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 provided enforceable patents in countries of commercial interest including: the United Kingdom, France, Germany, Switzerland, Spain, Italy, the Netherlands, Denmark, Sweden, Finland, Ireland and Belgium, providing extensive protection through the European Patent.

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. The Company has received a total of $2,730,000We continue to work with scientists and experts to assist us in generating revenue through licensing agreements as would be usual and customary in that industry. Moreover, we 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.

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.

Page 36

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, MyEsafeDepostBox 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.

As of December 31, 2014, we employed a total of five full-time employees and regularly use the full-time services of an additional three consultants. We also rely on a team of more than nine developers and programmers located in India and Omaha, Nebraska.

It is anticipated that we will continue to incur losses and negative cash flow from operations for the foreseeable future and our ability to continue is a going concern.

Historically, we have generated only minimal revenue. While our business includes personal healthcare record and document imaging and storage products that are currently available, we are nevertheless still at an early stage in developing a business model that will enable us to generate significant revenue from the sales, use and or licensing of our products. Prior to the Merger, MMR, Inc. financed its operations primarily through private placements of MMR, Inc. capital stock and from secured loans from The RHL Group, Inc., a wholly-owned affiliate of MMR, Inc.'s founder and Chief Executive Officer, and our current Chairman, President and Chief Executive Officer, Robert H. Lorsch. Although we expect to continue to receive financing from The RHL Group, we have also continued to incur losses from operations and need additional sources of financing to fund our operations until we develop a profitable business. Even with additional funds from The RHL Group, there is no assurance that we will be able to generate sufficient revenue and working capital to fund our operations and create a sustainable going concern. As a result, it is expected that we will continue to incur operating losses for the foreseeable future.

We expect that the cash used in our operations will increase for the next several years. As of December 31, 2014, our current liabilities exceeded our current assets by $8,564,976. Furthermore, during the year ended December 31, 2014, we incurred losses of $2,180,212. At the current level of borrowing, we require cash of $275,000 per year to service our debt and, in order to continue operating its business, we use an average of $278,000 cash per month, or $3.3 million per year.

Page 37

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 (which note payable had a balance of $1,281,852 at December 31, 2014), among other debt obligations. Such obligations are currently due and payable pursuant to the terms of the notes.

To finance our activities, we have relied on the issuance of stock and debt to the RHL Group. At December 31, 2014, we had a line of credit with the RHL Group in the amount of $4.5 million. Availability under this line of credit was $2.97 million as of December 31, 2014.

Notwithstanding the above, at this rate of cash burn, over the next twelve months, our existing current assets, our equity raises and projected revenues under current agreements will sustain our business for less than one year.

Although we generate some cash from our operations which include licensing agreements for our Health IT and Biotech assets, we will need additional financing in order to fund operations until we can become cash flow positive, which may not occur in 2015.

Our future funding requirements will depend on many factors, including:

• The pace of market adoption of current and future products, which is being influenced by government requirements starting in 2014;
• The length of sales cycles and implementation efforts for major corporate accounts, which experience shows takes at least twelve months;
• The length of time required to litigate patent infringement cases, which experience shows takes at least two years;
• The size of the amounts received from licensing, litigation judgments, or settlement agreements;
• The costs of modernizing our current web-site and landing pages to meet mandate requirements under any new government initiatives;
• The costs of modernizing our current web-site and landing pages to work on wireless devices and other new technologies
• The cost of launching new products and services; and
• The cost of maintaining a growing sales, service, and delivery organization.

If additional debt financing is raised in the future, we may be required to grant lenders an interest in a portion of our assets and issue warrants to acquire our equity securities, resulting in dilution to our stockholders. In addition, any such debt financing may involve restrictive covenants, including, limitations on our ability to acquire or assign intellectual property rights and other operating restrictions that could impact our ability to conduct our business. Further, our ability to raise funding through the sale of equity securities will be significantly limited by our existing authorized but unissued common stock. We currently have a limited amount of available common stock and any changes to our certificate of incorporation to increase our authorized share capital would require a vote of our stockholders, which could be time consuming and costly to obtain.

Future additional funding may not be available on acceptable terms, or at all. If we are unable to raise additional capital when required or on acceptable terms, then we may have to significantly delay, scale back or discontinue the development or commercialization of one or more of our products.

Page 38

We have been, and may continue to be, unable to generate sufficient cash flow from operations to service our debt obligations.

Our ability to make payments on our indebtedness and to fund our operations, working capital and capital expenditures, depends on our ability to generate cash in the future, which is subject to our ability to execute on our business plan, and also to general economic, industry, financial, competitive, operating, and other factors that are beyond our control.

We have a secured credit facility with The RHL Group, with all outstanding amounts due thereunder being guaranteed by us. As of December 31, 2014, the aggregate principal amount owed under The RHL Group credit facility was $1,281,852.

As of December 31, 2014, we owed an aggregate of $1,255,747 in principal amount to certain of our pre-merger former employees and creditors, as evidenced by promissory notes issued to the same in connection with the Merger. Although we were obligated to make 18 monthly payments to such employees and creditors beginning August 2, 2009, we have not yet made any of the payments and thus they could attempt to exercise any rights as may be available to them under applicable law.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay amounts due on our existing indebtedness or to fund our other liquidity needs. Thus, we may need to refinance all or a portion of our indebtedness on or before maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:

• Our financial condition at the time;
• Restrictions in our outstanding debt instruments; and
• Other factors, including the condition of the financial markets.

As a result, we may not be able to refinance any of our indebtedness on commercially reasonable terms, or at all. If we do not generate sufficient cash flow from operations, and additional borrowings or refinancing's or other proceeds are not available to us, we may not have sufficient cash to enable us to meet all of our obligations.

We continue to have significant debt service obligations. As of December 31, 2014, the aggregate principal amount owed under all of our outstanding debt was approximately $2.3 million, the majority of which is owed to The RHL Group, a company controlled by our CEO. Our indebtedness could have important consequences. For example, it could:

• Increase our vulnerability to adverse economic and industry conditions;
• Restrict us from making strategic acquisitions, acquiring new content or exploring other business opportunities;
• Limit our ability to obtain financing for working capital, capital expenditures, general corporate purposes or acquisitions;
• Place us at a disadvantage compared to our competitors that have less indebtedness; and
• Limit our flexibility in planning for, or reacting to, changes in our business and industry.

Our operations are subject to all of the risks inherent in a growing business enterprise, including the likelihood of operating losses. As a smaller company with a limited operating history, our success will depend, among other factors, upon how we manage the problems, expenses, difficulties, complications and delays frequently encountered in connection with the growth of a new business, products and channels of distribution, and current and future development, as well as in the competitive emerging healthcare records management business.

Page 39

Any significant limitation or failure of our technology systems that are critical to our operations could constrain our operations.

We are highly dependent upon the use of third-party technology systems to operate our business. Any failures in these systems could disrupt our business and subject us to losses. Moreover, although we have in place certain disaster recovery plans and backup servers, we may experience system delays and interruptions as a result of natural disasters, power failures, acts of war, and third-party failures. Potential system failures and the cost necessary to address them could result in material financial loss or costs, regulatory actions, breach of client contracts, reputational harm or legal claims and liability, which in turn could negatively impact our business prospects, results of operations and financial condition.

We will only be able to protect our proprietary rights from unauthorized use by third parties to the extent that these rights are covered by valid and enforceable patents or are effectively maintained as trade secrets and are otherwise protectable under applicable law. We will continue to protect our proprietary position by filing and maintaining U.S. and foreign patent applications related to our proprietary products, technology, inventions and improvements that are important to the development of our business, to notice organizations that may be infringing on our Intellectual property, and to file claims where necessary.

In addition to patents for future and current products, we own a substantial portfolio of assets acquired from Favrille, including data, samples, and other intellectual property rights. We currently seek protection for these assets, in part, through confidentiality and proprietary information agreements. These agreements may not provide meaningful protection or adequate remedies for proprietary technology in the event of unauthorized use, transfer or disclosure of confidential and proprietary information. The parties may not comply with or may breach these agreements. Furthermore, our trade secrets may otherwise become known to, or be independently developed by, competitors.

The patent positions of biotechnology and biopharmaceutical companies involve complex legal and factual questions and, therefore, enforceability cannot be predicted with certainty. Patents, if issued, may be challenged, invalidated or circumvented. Thus, any patents that we own or license from third parties for future products may not provide any protection against competitors. Pending patent applications we may file in the future, or those we may license from third parties, may not result in patents being issued. Also, patent rights may not provide us with proprietary protection or competitive advantages against competitors with similar technology. Furthermore, others may independently develop similar technologies or duplicate any technology that we have developed or we will develop. The laws of some foreign countries may not protect our intellectual property rights to the same extent as do the laws of the United States.

Our success will further depend, in part, on our ability to operate without infringing the proprietary rights of others. If our activities infringe on patents owned by others, we could incur substantial costs in defending ourselves in suits brought against a licensor or us. Should our products or technologies be found to infringe on patents issued to third parties, the manufacture, use and sale of our products could be enjoined, and we could be required to pay substantial damages. In addition, we, in connection with the development and use of our products and technologies, may be required to obtain licenses to patents or other proprietary rights of third parties, which may not be made available on terms acceptable to us.

Page 40

In connection with patent enforcement actions conducted by us, a court may rule that we have violated certain statutory, regulatory, federal, local or governing rules or standards, which may expose us to certain material liabilities.

In connection with any of our patent enforcement actions, it is possible that a defendant may request and/or a court may rule that we have violated statutory authority, regulatory authority, federal rules, local court rules, or governing standards relating to the substantive or procedural aspects of such enforcement actions. In such event, a court may issue monetary sanctions against us or award attorney's fees and/or expenses to a defendant(s), which could be material, and if we are required to pay such monetary sanctions, attorneys' fees and/or expenses, such payment could materially harm our operating results and our financial position 

We expect our operating subsidiaries to incur significant marketing, legal and sales expenses prior to entering into license agreements and generating license revenues. We will also spend considerable resources educating prospective licensees on the benefits of a license arrangement with us. As such, we may incur significant losses in any particular period before any associated revenue stream begins.

If our efforts to educate prospective licensees on the benefits of a license arrangement are unsuccessful, we may need to pursue litigation or other enforcement action to protect our patent rights. We may also need to litigate to enforce the terms of our existing license agreements, protect our trade secrets, or determine the validity and scope of the proprietary rights of others. Enforcement proceedings are typically protracted and complex. The costs are typically substantial, and the outcomes are unpredictable. Enforcement actions will divert our managerial, technical, legal and financial resources from business operations.

If new legislation, regulations or rules are implemented either by Congress, the U.S. Patent and Trademark Office, or USPTO, or the courts that impact the patent application process, the patent enforcement process or the rights of patent holders, such changes could negatively affect our expenses and revenue. Recently, United States patent laws were amended with the enactment of the Leahy-Smith America Invents Act, or the America Invents Act, which took effect on March 16, 2013. The America Invents Act includes a number of significant changes to U.S. patent law. In general, the legislation attempts to address issues surrounding the enforceability of patents and the increase in patent litigation by, among other things, establishing new procedures for patent litigation. For example, the America Invents Act changes the way that parties may be joined in patent infringement actions, increasing the likelihood that such actions will need to be brought against individual allegedly-infringing parties by their respective individual actions or activities. In addition, the America Invents Act enacted a new inter-partes review ("IPR") process at the USPTO which can be used by defendants, and other individuals and entities, to separately challenge the validity of any patent. At this time, it is not clear what, if any, impact the America Invents Act will have on the operation of our enforcement business. However, the America Invents Act and its implementation could increase the uncertainties and costs surrounding the enforcement of our patented technologies, which could have a material adverse effect on our business and financial condition.

In addition, the U.S. Department of Justice, or the DOJ, has conducted reviews of the patent system to evaluate the impact of patent assertion entities on industries in which those patents relate. It is possible that the findings and recommendations of the DOJ could impact the ability to effectively license and enforce standards-essential patents and could increase the uncertainties and costs surrounding the enforcement of any such patented technologies.

Page 41

Finally, new rules regarding the burden of proof in patent enforcement actions could significantly increase the cost of our enforcement actions, and new standards or limitations on liability for patent infringement could negatively impact our revenue derived from such enforcement actions.

Patent laws may continue to change, and may alter the historically consistent protections afforded to owners of patent rights. Such changes may not be advantageous for us and may make it more difficult to obtain adequate patent protection to enforce our patents against infringing parties. Increased focus on the growing number of patent-related lawsuits may result in legislative changes which increase our costs and related risks of asserting patent enforcement actions. For instance, the United States House of Representatives passed a bill that would require non-practicing entities that bring patent infringement lawsuits to pay legal costs of the defendants, if the lawsuits are unsuccessful and certain standards are not met.

It is difficult to predict the outcome of patent enforcement litigation at the trial level. It is often difficult for juries and trial judges to understand complex, patented technologies, and as a result, there is a higher rate of successful appeals in patent enforcement litigation than more standard business litigation. Such appeals are expensive and time consuming, resulting in increased costs and delayed revenue. Although we diligently pursue enforcement litigation, we cannot predict with significant reliability the decisions made by juries and trial courts.

We continue to acquire pending patents. We have identified a trend of increasing patent applications each year, which we believe is resulting in longer delays in obtaining approval of pending patent applications. The application delays could cause delays in recognizing revenue from these patents and could cause us to miss opportunities to license patents before other competing technologies are developed or introduced into the market.

 Federal courts are becoming more crowded, and as a result, patent enforcement litigation is taking longer.

Our patent enforcement actions are almost exclusively prosecuted in federal court. Federal trial courts that hear our patent enforcement actions also hear criminal cases. Criminal cases always take priority over our actions. As a result, it is difficult to predict the length of time it will take to complete an enforcement action. Moreover, we believe there is a trend in increasing numbers of civil lawsuits and criminal proceedings before federal judges and, as a result, we believe that the risk of delays in our patent enforcement actions will have a greater effect on our business in the future unless this trend changes.

The assets of our operating subsidiaries consist of patent portfolios, including pending patent applications before the USPTO. The value of our patent portfolios is dependent upon the issuance of patents in a timely manner, and any reductions in the funding of the USPTO could negatively impact the value of our assets. Further, reductions in funding from Congress could result in higher patent application filing and maintenance fees charged by the USPTO, causing an unexpected increase in our expenses.

Page 42

Our patented technologies face uncertain market value.

Many of our Patents are in the early stages of adoption in the commercial and consumer markets. Demand for some of these technologies is untested and is subject to fluctuation based upon the rate at which our licensees will adopt our patents and technologies in their products and services.

We believe that the more prevalent patent enforcement actions become, the more difficult it will be for us to voluntarily license our patents. As a result, we may need to increase the number of our patent enforcement actions to cause infringing companies to license the patent or pay damages for lost royalties. This may increase the risks associated with an investment in our company.

We are highly dependent on Robert H. Lorsch, our Chief Executive Officer, and the loss of him could have a material adverse effect on our business and results of operations. We do maintain key man insurance policies on him. If we lose Mr. Lorsch, we may not be able to attract qualified officers to replace him or other key management personnel necessary to grow our business.

Further, we must continue to hire experienced managers to continue to grow our business. As a company with limited operating history, we may have difficulty attracting and retaining new individuals. If we are not successful in attracting management, it could have a material adverse effect on our ability to grow our business, which would adversely affect our results of operations and financial condition.

As a public company, we will incur significant legal, accounting and other expenses in the process of complying with public company regulations. In addition, our management personnel is required to devote substantial time to comply with such regulations, which can be time consuming and may divert time from sales and other activities.

While we believe that our MyMedicalRecords products serve a unique niche in the marketplace, other companies offer similar services that compete for subscriber and healthcare professionals' enrollment from the same patient and physician population, and could compete more directly with us by developing processes and technology functionally similar to those that form our MyMedicalRecords products. 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. Most of these competitors are larger, more deeply funded companies. To the extent they have more success in obtaining market share and customer acceptance of their products, it could have a negative effect on our ability to grow our business, which could have a material adverse effect on our results of operations and financial condition.

Page 43

Our growth will depend on our ability to develop our brand and any failure to do so could limit our business prospects, which could have a material adverse effect on our results of operations and financial condition.

We believe that establishing a strong brand will be critical to achieving widespread acceptance and adoption of our products and services. Promoting and positioning our brand will depend largely on the success of our marketing efforts, distribution channels and ability to provide high quality service. Establishing a significant brand presence for an online company often requires substantial marketing investment, and many "dot.com" companies have failed to generate the necessary adoption rates even after such a process. Brand promotion activities may not yield increased revenues, and even if they do, any increased revenues may not offset the expenses we incur in building the MyMedicalRecords brand. If we are not successful in building the MyMedicalRecords brand, it could limit our business prospects, which could have a material adverse effect on our results of operations and financial condition.

The proper handling of health information, what is included not only in a patient's medical record but potentially elsewhere within the healthcare provider's organization is subject to extensive state and federal regulations and legal requirements, and we anticipate incurring significant costs to keep informed of and in compliance with such regulations and requirements. The volume and complexity of the regulations is daunting, many have changed substantially in recent years, and all are subject to the uncertainties of interpretation.

We recognize the critical nature of managing an individual's health information requires that our products and advances be implemented with the utmost care to protect the privacy and confidentiality of our customers' data. HIPAA requires covered entities to protect the privacy and confidentiality of the protected health information, or PHI, of their patients and customers. Although we are not a covered entity (as that term is defined in HIPAA), we consider it important to take into account the Privacy and Security Standards and other requirements of HIPAA when implementing our products and services and believe that we meet and/or exceed current HIPAA standards.

The HITECH Act, expanded HIPAA's reach beyond that of just covered entities. Now, business associates, defined as entities that perform a function, activity, or service on behalf of a covered entity and that require use of or access to the PHI of the covered entity, as well as vendors of PHRs that use or access PHI, must also comply with the HIPAA's Security Standards and many of HIPAA's Privacy Standards. One of the key obligations under HITECH is the requirement to notify individuals when there has been (or there is a strong possibility of) a breach of the individual's PHI.

Further, our products and services may become subject to greater regulation, particularly at the federal level. We may have to reduce, enhance or remove certain offerings to comply with new regulatory standards. If we are not able to effectively modify our product and service offerings to adapt to stricter standards, it could have a material adverse effect on our ability to grow our business and our results of operations and financial condition.

Because of the types of agreements that we enter into with our customers for our products, there is a significant time lag between the date of the agreement or license and product launch and revenue generation, which may be significant.

Page 44

In the ordinary course of our business, we enter into agreements with certain customers that typically provide for customization of our product. The degree of customization can vary from simple modifications required to co-brand to highly tailored product modifications, which require significant development efforts on our part. Because these customer arrangements typically do not provide for payment of revenues until product launch, there is often a time lag between the date we enter into an agreement or license with a particular customer and when we begin generating revenues. This time lag can be significant in some cases a year or longer especially when there is a high degree of customization or translation involved requiring extensive product development efforts. Thus, even if we are successful in negotiating agreements and licenses with many customers to co-brand or private label our products for such customers, because of the nature of our arrangements with our customers, there is a risk that it may be some time before we generate revenues from such arrangements, if at all.

Our executive officers and directors may have interests that are different from, or are in addition to, those of our stockholders generally. These interests include having debt with a balance of $1,281,852 at December 31, 2014 secured by a security interest in substantially all of our assets, the provision and continuation of indemnification and insurance arrangements for our directors, as well as certain other interests described elsewhere in this report. Notably, our current President, Chairman and Chief Executive Officer, Robert H. Lorsch, may be deemed to beneficially control a total of 13% of our voting capital stock, as of December 31, 2014, including shares issuable upon exercise of options and warrants held by Mr. Lorsch and The RHL Group. Because of his high percentage of beneficial ownership, Mr. Lorsch may be able to control matters requiring the vote of stockholders, including the election of our board of directors and certain other significant corporate actions. This control could delay, defer or prevent others from initiating a potential merger, takeover or other change in our control, even if these actions would benefit our other stockholders and us. This control could adversely affect the voting and other rights of our stockholders and could depress the market price of our common stock.

The market price of our common stock could continue to be subject to significant fluctuations. Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of our common stock. In the past, following periods of volatility in the market price of a company's securities, stockholders have often instituted class action securities litigation against those companies. Such litigation, if instituted, could result in substantial costs and diversion of management attention and resources, which could significantly harm our operating results, financial condition, profitability and/or reputation.

We anticipate that we will retain our earnings, if any, for future growth and therefore do not anticipate paying cash dividends in the future. As a result, only appreciation of the price of our common stock will provide a return to stockholders. Investors seeking cash dividends should not invest in our common stock.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws and applicable Delaware law may prevent or discourage third parties or our stockholders from attempting to replace our management or influence significant decisions.

Page 45

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change in control of our company or our management, even if doing so would be beneficial to our stockholders. These provisions include:

• Dividing our Board of Directors into three classes serving staggered three-year terms;
• Authorizing our Board of Directors to issue preferred stock without stockholder approval;
• Prohibiting cumulative voting in the election of directors;
• Prohibiting stockholder actions by written consent;
• Limiting the persons who may call special meetings of stockholders;
• Prohibiting our stockholders from making certain changes to our certificate of incorporation or bylaws except with 66.7% stockholder approval; and
• Requiring advance notice for raising business matters or nominating directors at stockholders' meetings.

We are also subject to provisions of the Delaware General Corporation Law that, in general, prohibits any business combination with a beneficial owner of 15% or more of our common stock for three years unless the holder's acquisition of our stock was approved in advance by our Board of Directors. Together, these charter and statutory provisions could make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our common stock.

Our common stock is currently quoted on the over-the-counter bulletin board, or OTC:QB. Although our common stock has shown to have a healthy trading volume, due to the limitations of the over the counter market, and the penny stock regulations described below, our investors may not be able to sell their shares due to the inherent limitations of such trading market.

SEC regulations generally define "penny stocks" as equity securities that have a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We do not fall within any exemptions from the "penny stock" definition and are subject to Rule 15g-9 under the Exchange Act, which regulations are commonly referred to as the "Penny Stock Rules." The Penny Stock Rules impose additional sales practice requirements on broker-dealers prior to selling penny stocks, which may make it burdensome to conduct transactions in our shares. Accordingly, it may be difficult to sell shares of our stock, and because it may be difficult to find quotations for shares of our stock, it may be impossible to accurately price an investment in our shares. In addition to the Penny Stock Rules, we are unable to utilize the safe harbor provisions of the Forward Looking Statements sections of the Exchange Act. There can be no assurance that our common stock will qualify for an exemption from the Penny Stock Rules in the future. In any event, we are subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of a penny stock if the SEC determines that such a restriction would be in the public interest.

Page 46

The Financial Industry Regulatory Authority, or FINRA, sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the Penny Stock Rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

A significant amount of our issued and outstanding shares of common stock are restricted securities and may not be freely resold to the public. When the restriction on any or all of these shares is lifted, and the shares are sold in the open market, the price of our common stock could be adversely affected through dilution of existing shares.

A significant amount of our issued and outstanding shares of common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act of 1933, as amended, and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Although Rule 144 may not be immediately available to permit resales of such shares, once available, and given the number of shares that would no longer be restricted, sales of shares by our shareholders, whether pursuant to Rule 144 or otherwise, could have an immediate negative effect upon the price of our common stock.

Our certificate of incorporation authorizes the issuance of up to 1,250,000,000 shares of common stock with a $0.001 par value and 5,000,000 preferred shares with a par value of $0.001. As of December 31, 2014, 774,417,739 common shares were issued and outstanding and no shares of preferred stock were issued and outstanding. If we issue any additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current stockholders. Further, such issuance may result in a change of control of our corporation.

Moreover, in the past, we issued warrants and options to acquire shares of common stock. As of December 31, 2014, we had warrants, options and convertible notes to purchase an aggregate of 191,965,338 shares of our common stock. In addition, the issuance of any shares for acquisition, licensing or financing efforts, upon conversion of any preferred stock or exercise of warrants and options, pursuant to our equity compensation plans, or otherwise may result in a reduction of the book value and market price of the outstanding shares of our common stock.

Not applicable to smaller reporting companies.

As a virtual Internet-based company we have minimal needs for office space to conduct our day-to-day business operations. We currently lease our office space in Los Angeles, California. The lease, which commenced in September 2013, is for five years and requires a monthly payment of $8,250 with customary annual increases.

Page 47

ITEM 3. LEGAL PROCEEDINGS

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 it intends to seek $30 million in damages. 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. On July 30, 2014, SCM filed its second amended cross-complaint, alleging substantially the same claims against the same parties. On December 5, 2014, the Court of Appeal issued an Alternative Writ of Mandate, finding the trial court "erred in granting [SCM's] motion for summary adjudication." Pursuant to the Court of Appeal's Alternative Writ, on January 7, 2015, the trial court vacated its order granting SCM's motion for summary adjudication, and it has scheduled another hearing on that motion on April 10, 2015.  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 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. On December 22 and 23, 2014, the Court entered orders finding that the eight claims asserted (of the 42 total claims present) under the two asserted MMR patents were invalid. MMR is appealing those orders to the U.S. Court of Appeals for the Federal Circuit. Quest has agreed to stay the filing of fees and costs until resolution of the appeal.

MMR's portfolio of other patents are not affected by this litigation, including U.S. Patent Nos.: 8,117,045 ("Method and System for Providing Online Medical Records"); 8,117,646 ("Method and System for Providing Online Records"); 8,121,855 ("Method and System for Providing Online Medical Records"); 8,321,240 ("Method and System for Providing Online Medical Records"); 8,352,287 ("Method for Proving a User with a Service for Accessing and Collecting Personal Health Records"); 8,352,288 ("Method for Providing a User with a Web-Based Service for Accessing and Collecting Records"); 8,626,532 ("Method for Providing a User with a Web-Based Service for Accessing and Collecting Health Records"); 8,645,161 ("Method and System for Providing Online Records"); 8,725,537 ("Method and System for Providing Online Records"); 8,768,725 ("Method and System for Providing Online Medical Records"); 8,775,212 ("Electronic Health Records in Clinical Trials"); as well as 11 foreign patents including two in Australia, three in Mexico, two in South Korea, with others in New Zealand, Singapore, Japan and Canada.

Page 48

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. On December 22 and 23, 2014, the Court entered orders finding that the eight claims asserted (of the 42 total claims present) under the two asserted MMR patents were invalid. MMR is appealing those orders to the U.S. Court of Appeals for the Federal Circuit. WebMD has filed a motion to recover fees and costs, which MMR opposes, and requests be stayed until resolution of the appeal.

MMR's portfolio of other patents are not affected by this litigation, including U.S. Patent Nos.: 8,117,045 ("Method and System for Providing Online Medical Records"); 8,117,646 ("Method and System for Providing Online Records"); 8,121,855 ("Method and System for Providing Online Medical Records"); 8,321,240 ("Method and System for Providing Online Medical Records"); 8,352,287 ("Method for Proving a User with a Service for Accessing and Collecting Personal Health Records"); 8,352,288 ("Method for Providing a User with a Web-Based Service for Accessing and Collecting Records"); 8,626,532 ("Method for Providing a User with a Web-Based Service for Accessing and Collecting Health Records"); 8,645,161 ("Method and System for Providing Online Records"); 8,725,537 ("Method and System for Providing Online Records"); 8,768,725 ("Method and System for Providing Online Medical Records"); 8,775,212 ("Electronic Health Records in Clinical Trials"); as well as 11 foreign patents including two in Australia, three in Mexico, two in South Korea, with others in New Zealand, Singapore, Japan and Canada.

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. On December 22 and 23, 2014, the Court entered orders finding that the eight claims asserted (of the 42 total claims present) under the two asserted MMR patents were invalid. MMR is appealing those orders to the U.S. Court of Appeals for the Federal Circuit. Allscripts has filed a motion to recover fees and costs, which MMR opposes, and requests be stayed until resolution of the appeal. Allscripts Healthcare Solutions Inc. also filed a Covered Business Method ("CBM") petition on November 3, 2014, before the Patent Trial and Appeal Board alleging that claims 8-12 of U.S.Patent No. 8,301,466 are invalid. MMR filed a preliminary response on February 20, 2015 and the Patent Office has not yet decided whether or not to institute a CBM proceeding.

Page 49

MMR's portfolio of other patents are not affected by this litigation, including U.S. Patent Nos.: 8,117,045 ("Method and System for Providing Online Medical Records"); 8,117,646 ("Method and System for Providing Online Records"); 8,121,855 ("Method and System for Providing Online Medical Records"); 8,321,240 ("Method and System for Providing Online Medical Records"); 8,352,287 ("Method for Proving a User with a Service for Accessing and Collecting Personal Health Records"); 8,352,288 ("Method for Providing a User with a Web-Based Service for Accessing and Collecting Records"); 8,626,532 ("Method for Providing a User with a Web-Based Service for Accessing and Collecting Health Records"); 8,645,161 ("Method and System for Providing Online Records"); 8,725,537 ("Method and System for Providing Online Records"); 8,768,725 ("Method and System for Providing Online Medical Records"); 8,775,212 ("Electronic Health Records in Clinical Trials"); as well as 11 foreign patents including two in Australia, three in Mexico, two in South Korea, with others in New Zealand, Singapore, Japan and Canada.

Not applicable.

Market Information

From April 22, 2009 through July 2012 our common stock traded on the OTC:BB under the symbol "MMRF.OB". Starting in July 2012, our common stock began trading on the OTC:QB. From October 3, 2008 to April 21, 2009, our common stock traded on the OTC:BB under the symbol "FVRL.OB".

The following table presents the high and low closing prices for our common stock for the periods indicated.

As of December 31, 2014, we had approximately 4,000 stockholders, including beneficial owners of the common stock whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.

Page 50

Dividends

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. We do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our Board of Directors.

The following table sets forth certain information with respect to our equity compensation plans as of December 31, 2014.

The following is a summary of transactions since our previous disclosure on our Form 10-Q filed with the Securities and Exchange Commission on November 13, 2014 involving sales of our securities that were not registered under the Securities Act of 1933, as amended (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) the securities were issued with restrictive legends.

On November 17, 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 November 17, 2014 we granted a third party 602,174 shares of common stock in consideration for interest due of $21,750.

Page 51

On December 5, 2014, we granted an unrelated third-party 333,333 shares of common stock at $0.03 per share in consideration for services of $10,000.

On January 30, 2015, we granted an unrelated third-party 1,000,000 shares of common stock at $0.03 per share in consideration for services of $30,000.

On February 17, 2015, Robert Lorsch, the Company's CEO, elected to purchase 1,000,000 shares of common stock at market price in consideration for a reduction in amounts due to him of $9,500.

On February 18, 2015, The RHL Group, Inc., elected to purchase 1,000,000 shares of common stock at market price in consideration for a reduction in amounts due of $9,000.

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

Not Applicable.

Not applicable to smaller reporting companies.

This Annual Report on Form 10-K 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 annual report on Form 10-K reflect 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 obtain financing to fund our operations;
• Our inability to generate sufficient cash flow to service our debt obligations;
• The possible invalidity of the underlying assumptions and estimates related to our business and market;
• Possible changes or developments in economic, business, industry, market, legal and regulatory circumstances;
• 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;
• 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;

Page 52

• 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 up an effective sales and service delivery organization for our products with our small management team;
• Our ability to maximize our legacy biotechnology assets and otherwise protect our intellectual property assets;

• 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
• Our losses incurred since our inception and our ability to achieve profitability in the near term is primarily dependent on our ability to invest capital in our business to increase revenues while controlling and limiting expenses at a rate slower than revenue growth.

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 this annual report on Form 10-K. Our forward-looking statements represent estimates and assumptions only as of the date of this annual report on Form 10-K. 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 annual report on Form 10-K.

As described above, on January 27, 2009, we consummated a transaction with MMR, Inc. through a merger of our wholly-owned subsidiary with and into MMR pursuant to the terms of the Merger Agreement. In connection with the Merger, MMR Inc. became our wholly-owned subsidiary, with the former stockholders of MMR Inc. collectively owning (or having the right to acquire) shares of our common stock representing approximately 60.3% of the voting power of our capital stock on a fully diluted basis.

For accounting purposes, the Merger was treated as a reverse acquisition with MMR Inc. being the accounting acquirer. Accordingly, the historical financial results prior to the Merger are those of MMR Inc. and replace our historical financial results as we existed prior to the Merger.

We were incorporated in Delaware in 2000 and are headquartered in Los Angeles, CA. Effective February 9, 2009, after the Merger, we changed our corporate name to MMR Information Systems, Inc., or MMRIS. Subsequently, on June 16, 2010, we changed our name to MMRGlobal, Inc., which we believe more accurately reflects the nature of our operations. 

Starting in 2005, we began filing for patent protection for our PHR products and services. Over the last seven years, these patents have been in the process of issuance and we now have patents issued, pending, and applied for in numerous countries around the world.

Page 53

Going Concern

As more fully described in Note 1 to the financial statements appearing elsewhere herein, our independent registered public accounting firm has included an explanatory paragraph in their report on our financial statements included with this annual report on Form 10-K for the year ended December 31, 2014 related to the uncertainty of our ability to continue as a going concern. As of December 31, 2014, current liabilities of $9,097,808 exceeded cash and cash equivalents of $309,393. As a result of the above, there is uncertainty about our ability to continue as a going concern.

Historically, we have issued capital stock, sold debt and equity securities and received funds from The RHL Group, Inc. (a significant stockholder that is wholly-owned by our Chairman, Chief Executive Officer and President) to operate our business. Although we received additional funding from The RHL Group pursuant to the Ninth Amended and Restated Note dated April 29, 2014, we may be required to obtain additional financing in order to meet payment. As a result of the above, we express uncertainty about our ability to continue as a going concern.

On May 8, 2012, we filed a Form S-1 related to the offer and resale of up to 100,000,000 shares of our common stock, by the selling stockholder, Granite State Capital, LLC ("Granite"). Granite has agreed to purchase all 100,000,000 shares pursuant to the Investment Agreement dated April 16, 2012 (the "Investment Agreement"), between Granite and us. Subject to the terms and conditions of the Investment Agreement, we have the right to put up to $15 million in shares of our common stock to Granite. As of December 31, 2014 the amount available under the equity line facility was $13 million, however, that amount could be reduced based on the market price of our stock at the time any shares are sold.

Our management intends to continue to utilize our available line of credit with The RHL Group (see Note 3). At December 31, 2014, we had approximately $2,968,000 remaining as available under The RHL Group line of credit. Furthermore, we plan to continue to utilize portions of our standby equity line facility with Granite as needed. Additionally, we plan to continue selling additional debt and equity securities, continue to settle our existing liabilities through issuance of equity securities, explore other debt financing arrangements, continue to increase our existing subscriber and affiliate customer base, sell MMRPro products, and continue licensing our intellectual property to obtain additional cash flow over the next twelve months. We cannot assure you 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 we raise additional funds or settle liabilities by issuing equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock. For further details regarding our indebtedness with The RHL Group, Inc., see "-Liquidity and Capital Resources-Description of Indebtedness-The RHL Group, Inc.," below.

If we are unable to utilize our available line of credit with The RHL Group, the Granite equity line of credit, or obtain suitable alternative debt or equity financing, our ability to execute our business plan and continue as a going concern may be adversely affected.

The RHL Group, Inc.

For a complete description of our indebtedness to The RHL Group, please See Note 3 to the Financial Statements entitled - Related Party Note Payable, included elsewhere in this Annual Report on Form 10-K.

The RHL Group Note payable had a balance of $1,281,852 at December 31, 2014. The components of the RHL Group Note payable and the related balance sheet presentation as of December 31, 2014 are as follows: $753,704, which is included in the line of credit, related party; and $528,148 related to other obligations due to The RHL Group which are included in related party payables.

Page 54

Total interest expense on this note for the years ended December 31, 2014 and 2013 amounted to $134,523 and $132,804 respectively. The unpaid interest balances as of December 31, 2014 and 2013 were approximately $30,160 and $24,049, respectively.

During the first quarter of 2014, we did not enter into any Convertible Promissory Notes and two notes with a principal balance of $190,000 were converted.

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 December 31, 3014, this note has not been converted.

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

During the fourth quarter of 2014, we did not enter into any Convertible Promissory Notes. During that period, one note with a principal balance of $150,000 was converted.

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 it believes to be reasonable under the circumstances. Actual results could differ from those estimates. For additional information relating to these and other accounting policies, see note 2 to our financial statements appearing elsewhere in this current report on Form 10-K.

Our revenues are derived from the sale of services, hardware, and software systems used for providing electronic access to consumer medical records and other vital documents, as well as from the licensing of our intellectual property rights and services. We recognize revenue for such services only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured.

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 portion of annual recurring subscription fees collected in advance and recognize them on a straight line basis over the subscription period.

Page 55

We grant exclusive licenses for the sale and marketing of our services in international territories in consideration of an up-front license fee and an ongoing royalty. The royalty fee is usually a percentage of revenue earned by the licensee and there usually are certain minimum guarantees. License fee revenues received in advance from international licensees for the grant of the license are deferred and recognized over the period covered by the agreement. Minimum guaranteed royalty payments received in advance are deferred and recognized over the period to which the royalty relates. All such revenues are included under "License Fees and Other." In those cases where a license agreement contains multiple deliverables, the agreement is accounted for in accordance with ASC 605- 025 (formerly EITF 00-21, "Revenue Arrangements with Multiple Deliverables "). As of the date hereof, we no longer had any active international licensing agreements.

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

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 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 Health Information Technology and biotech patents and related 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 the Celgene Agreement, we adopted ASC 605-28-25, Revenue Recognition, Milestone Method.

Page 56

Accounting for Income Taxes and Uncertain Tax Positions

We account for income taxes in accordance with ASC 740-10, Income Taxes. We recognize deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. We record a valuation allowance related to a deferred tax asset when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. We classify interest and penalties as a component of interest and other expenses. To date, we have not been assessed, nor have we paid, any interest or penalties.

We measure and record uncertain tax positions by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized.

We account for website development costs in accordance with the provisions of ASC 350-50 and ASC 985-20. Pursuant to these provisions we capitalize internally developed website costs when the website under development has reached technological feasibility. These costs are amortized, typically over an estimated life of five years, using the larger of the amount calculated using the straight-line method or the amount calculated using the ratio between current period gross revenues and the total of current period gross revenues and estimated future gross revenues. At each balance sheet date, we evaluate the unamortized capitalized website costs compared to the net realizable value. The amount by which the unamortized capitalized website costs exceed its net realizable value is written off. The determination of estimated future gross revenues requires the exercise of judgment and assumptions by our management and actual results could vary significantly from such estimates.

We evaluate long-lived assets and identifiable intangible assets with finite useful lives in accordance with ASC 350-30 and ASC 360, and accordingly, management reviews our long-lived assets and identifiable intangible assets with finite useful lives for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We recognize an impairment loss when the sum of the future undiscounted net cash flows expected to be realized from the asset is less than its carrying amount. If an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Considerable judgment is necessary to estimate the fair value of the assets and accordingly, actual results could vary significantly from such estimates. Our most significant estimates and judgments relating to the long-lived asset impairments include the timing and amount of projected future cash flows.

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.

Page 57

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 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.

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 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.

Starting in 2013, the Company changed the focus of its business from the direct sales of its products and services to licensing and strategic partnership relationships whereby through those licensing and partnership relationships the Company projects receiving substantially increased revenue in the form of up front licensing fees plus sales of the Company's products and services.

The following table sets forth items in our statements of operations for the periods indicated.

Comparison of Year Ended December 31, 2014 to Year Ended December 31, 2013

Revenues. Revenues increased by $1,992,264, or 339.2%, to $2,579,569 for the year ended December 31, 2014 from $587,305 for the year ended December 31, 2013 primarily due to an increase in biotech and health IT licensing fees.

Page 58

Cost of revenue. Cost of revenue increased by $115,689, or 44%, to $378,342 for the year ended December 31, 2014 from $262,653 for the year ended December 31, 2013 primarily due to costs related to increased revenues.

Operating expenses. The following table sets forth the individual components of our operating expenses for the year ended December 31, 2014 and 2013:

Operating expenses decreased by $1,768,654 or 23.9% to $5,620,468 for the year ended December 31, 2014, from $7,389,122 for the year ended December 31, 2013. This was primarily due to costs in connection with our strategy of focusing on licensing of the Company's patents and other intellectual property. As a result our general and administrative expenses decreased as described below.

General and administrative expenses decreased by $1,106,393, or 20.7% to $4,238,320 for the year ended December 31, 2014, from $5,344,713 for the year ended December 31, 2013. The decrease was primarily due to a reduction in investor relations expenses, salaries, and consulting fees.

Sales and marketing expenses decreased by $660,793 or 33.6% to 1,305,901 for the year ended December 31, 2014, from $1,966,694 for the year ended December 31, 2013. The decrease was primarily due to lower business development fees, trade show expenses, lower advertising costs and marketing consulting fees.

Technology development expenses remained relatively flat at $76,247 and $77,715 for the year ended December 31, 2014 and 2013 respectively.

Other Income. We had Other Income of $1,672,820 for the year ended December 31, 2014, compared to $16,884 for the year ended December 31, 2013. The increase relates primarily to the write-off of disputed trade payables during 2014 and the Company's ability to leverage its cash position to settle outstanding payable balances with discounted amounts which are favorable to the Company.

Interest and Other Finance Charges, Net. We had interest and other financing charges, of $433,791 for the year ended December 31, 2014, a decrease of $157,392 from $591,183 for the year ended December 31, 2013. The decrease was primarily due to lower non-cash interest expense attributed to the conversion feature and warrant issued in conjunction with financing activities.

Net loss. As a result of the foregoing, we had a net loss of $2,180,212 for the year ended December 31, 2014, compared to a net loss of $7,638,769 for the year ended December 31, 2013.

Page 59

Liquidity and Capital Resources

As of December 31, 2014, our current liabilities exceeded our current assets by $8,564,976. Furthermore, during the year ended December 31, 2014, we incurred losses of $2,180,212. At the current level of borrowing, we require cash of $275,000 per year to service our debt and, in order to continue operating its business, we use an average of $278,000 cash per month, or $3.3 million per year.

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 (which note payable had a balance of $1,281,852 at December 31, 2014), among other debt obligations. Such obligations are currently due and payable pursuant to the terms of the notes.

To finance its activities, we have relied on the issuance of stock and debt to the RHL Group. At December 31, 2014, we had a line of credit with the RHL Group in the amount of $4.5 million. Availability under this line of credit was $2.97 million as of December 31, 2014.

In addition, we may continue to utilize portions of our standby equity line facility with Granite as needed. During 2014, we also raised $1.07 million in sales of restricted common stock to accredited investors. We expect to continue offering limited amounts of convertible debt in 2015. The Company believes it can continue to generate revenue from its biotech and health information technology assets. We also expect to continue receiving (i) royalties from license fees related to our health information technology patents and other intellectual property; and (ii) revenue from sales of PHRs, MMRPro services, and other products and services including our new mHealth applications that will help reduce annual cash burn from operations. The Company is also planning on selling data and samples from its FavId™ vaccine trials to pharmaceutical manufacturers, universities and others for use in helping to speed the process of clinical trials for new drugs and disease management programs.

As part of our sales and marketing activities, we intend to sell our Personal Health Record Kit through retailers such as drugstore.com, Walgreens.com and CVS to the extent reasonably possible.

Net cash used in operating activities for the year ended December 31, 2014 was $664,501, compared to $2,924,515 used in the similar period in 2013. In 2014, we had a net loss of $2,180,212, less non-cash adjustments (depreciation, amortization, common stock and warrants issued for services and interest, gain or loss of disposition of assets, stock compensation expense and the non-cash write-down of assets and liabilities) of $144,140, plus changes in operating assets and liabilities of $1,371,571. In 2013, cash used in operating activities included net loss of $7,638,769, less similar non-cash adjustments of $3,531,920, less changes in operating assets and liabilities of $1,182,334. Compared to 2013, non-cash adjustments in 2014 decreased primarily due to the decrease in warrants and common stock issued for services. Net cash used in investing activities decreased to $415,933 in 2014, compared to $543,899 in 2013 due primarily to the lower patent filing expenses. Net cash provided by financing activities totaled $1,379,468 during 2014, compared to $3,442,118 in 2013. Financing activities primarily included proceeds generated from the issuance of common shares, sales of convertible notes, proceeds from short term notes, and net proceeds from draw downs on our line of credit from the RHL Group, Inc., a significant stockholder wholly-owned by Robert H. Lorsch, our chairman, Chief Executive Officer and President. As of December 31, 2014, we had cash and cash equivalents of $309,393, compared to $10,359 at December 31, 2013. As of December 31, 2014, we had availability under The RHL Group credit line of $2.97 million compared to $1.88 million at December 31, 2013.

Page 60

Commitments and Contingencies

For information relating to our commitments and contingent liabilities, please see Note 9 to our financial statements appearing elsewhere herein.

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 $8,250. Total rent expense for the years ended December 31, 2014 and 2013 were $150,720 and $120,472 respectively. Future minimum lease payments as of December 31, 2014, under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) are as follows:

On May 6, 2011, The RHL Group agreed to guarantee up to $250,000 in payments to a vendor for future services to be rendered. In consideration of this guarantee, The RHL Group received (i) a warrant to purchase 625,000 shares of our common stock, at an exercise price of $0.046 per share, which was the closing price of our common stock on the date of the transaction, and (ii) 125,000 shares of our common stock priced as of the same date. In the event that The RHL Group has to perform on this guarantee, interest on any outstanding balance paid to the vendor by The RHL Group will be added to the balance of the Ninth Amended Note or any subsequent renewals. Additionally, any balances due to this vendor at any given time will reduce the amount available under the Ninth Amended Note or any subsequent renewals. The warrants and shares were issued on November 11, 2011 to The RHL Group.

On April 29, 2014, the Company and The RHL Group entered into a Ninth Amended and Restated Promissory Note, effective as of April 29, 2014. The Amended Note amends and restates that certain Eight 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, 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. Except as set forth above, the Amended Note does not materially alter the terms of the Existing Note.

The information in response to this item is incorporated herein by reference to Note 9 - Commitments and Contingencies under the "Litigation Matters" section of the Consolidated Condensed Financial Statements of this Annual Report.

Page 61

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.

In November of 2014 the parties began to renegotiate the Joint Venture to becoming a licensing and strategic partnership relationship in that the parties agreed that proceeding with the joint venture in its current form at this time would not be in the best interest of either party.

Our entry into the Cooperation Agreement described above constituted the creation of a direct financial obligation as described above. As of December 31, 2014, we have not incurred obligations to fund the joint venture nor has there been any activity to date.

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 13% our total outstanding voting stock. The RHL Group, Inc. has loaned us money pursuant to the Ninth Amended Note and any predecessor notes. See Note 3 - Related Party Note Payable above.

Page 62

The RHL Group is an investment holding company which provides consulting, operational and technical services to the Company, which we refer to as the RHL Services. As part of the RHL Services, the RHL Group provides the Company 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 the Company. 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 the Company's 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 the Company's 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 current report on Form 8-K filed with the SEC on May 4, 2009 and is hereby incorporated by reference.

We incurred $50,000 each year during the years ended December 31, 2014 and 2013, toward marketing consulting services from Bernard Stolar, a director. We included $174,273 and $109,756 in related party payables as of December 31, 2014, and 2013, respectively, in connection with these services.

We contract with a significant vendor for the development and maintenance of the software applications necessary to run our MyMedicalRecords PHR, MyEsafeDepositBox and MyMedicalRecords Pro 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 year ended December 31, 2014 and 2013, the total expenses relating to this stockholder amounted to $120,000 and $120,000, respectively. In addition, we capitalized $107,050 of software development costs for the year ended December 31, 2014. As of December 31, 2014 and 2013, the total amounts due to the stockholder and included in related party payables amounted to $10,000 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 will 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 years ended December 31, 2014 and 2013 was $50,000 per year. In addition, we incurred a total of $0 and $15,020 during the years ended December 31, 2014 and 2013, respectively, toward convertible notes interest to Mr. Loftus. We included in related party payables at December 31, 2014 and December 31, 2013 of $64,615 and $64,615, respectively, in respect to these services. Furthermore, Mr. Loftus is a value-added-reseller of MMRPro systems. We recognized $0 and $18,421 in revenue from E-Mail Frequency for the sale of MMRPro systems, during 2014 and 2013, respectively. On July 19, 2012, we entered into a 6% Convertible Promissory Note with Mr. Loftus for a principal amount of $157,422 and warrants to purchase our common stock. Effective September 1, 2011, we signed an Amendment to the Agreement dated September 15, 2009 to provide licensor a non- exclusive right to target, market and exploit the Employee Benefits market.

Not applicable for smaller reporting companies.

Page 63

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The "Report of Independent Registered Public Accounting Firm" (Rose, Snyder & Jacobs LLP), the "Consolidated Financial Statements" and the "Notes to Consolidated Financial Statements" appearing on pages F-2 to F-26 of this annual report on Form 10-K are incorporated herein by reference.

Not applicable.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in rules 13a-15(b) and 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) promulgated the Securities Exchange Act of 1934). Our internal control over financial reporting process is designed to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that accurately and fairly reflect, in reasonable detail, our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2014.

There were no significant changes in our internal control over financial reporting during the year ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Not applicable.

Page 64

PART III

The information concerning the directors, executive officers and corporate governance of the Company is incorporated herein by reference from the sections entitled "Proposal No.  1, Election of Directors," "Executive Officers," "Section 16(a) Beneficial Ownership Reporting Compliance" and "Code of Business Conduct and Ethics" contained in the definitive proxy statement of the Company to be filed pursuant to Regulation 14A within 120 days after the Company's year end of December 31, 2014, for its annual stockholders' meeting for 2014 (the "Proxy Statement").

The information concerning executive compensation is incorporated herein by reference from the sections entitled "Proposal No. 1, Election of Directors" and "Executive Compensation and Other Matters" contained in the Proxy Statement.

The information concerning the security ownership of certain beneficial owners and management and related stockholder matters is incorporated herein by reference from the sections entitled "Security Ownership of Certain Beneficial Owners and Management" and "Executive Compensation and Other Matters" contained in the Proxy Statement.

The information concerning certain relationships, related transactions and director independence is incorporated herein by reference from the sections entitled "Proposal No. 1, Election of Directors" and "Certain Relationships and Related Transactions" contained in the Proxy Statement.

The information concerning the Company's principal accountant's fees and services is incorporated herein by reference from the section entitled "Proposal No. 2, Ratification of Selection of Independent Registered Public Accounting Firm" contained in the Proxy Statement.

Page 65

PART IV

(a) The following documents are filed as part of this annual report on Form 10-K:

(1) Consolidated Financial Statements.

Reference is made to the Index to Consolidated Financial Statements under Item 8 of Part II hereof and incorporating by reference pages F-1 through F-26 hereto.

(2) Financial Statement Schedules.

All other schedules are omitted because they are not applicable or the amounts are immaterial or the required information is presented in the financial statements and notes thereto.

(3) Exhibits.

The following exhibits are either filed herewith or incorporated herein by reference:

Page 66

EXHIBIT INDEX

Page 67

Page 68

Page 69

Page 70

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 hereunto duly authorized this 31^st day of March, 2015.

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

Page 71

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert H. Lorsch and Ingrid G. Safranek, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, to sign any and all amendments (including post-effective amendments) to this annual report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Page 72

Index to Consolidated Financial Statements