MMRGlobal (MMRF) SC 13D/A MMRGlobal / RHL ownership change

Note: PDF provided as a courtesy

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

MMRGLOBAL, INC.
________________________________________________________
(Name of Issuer)

Common Stock, par value $0.001 per share
________________________________________________________
(Title of Class of Securities)

55314U108
________________________________________________________
(CUSIP Number)

Robert H. Lorsch
Chief Executive Officer
The RHL Group, Inc.
P.O. Box 17034
Beverly Hills, CA 90210
(310) 476-7002
________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 8, 2010
________________________________________________________
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent. 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No.  55314U108

1.	NAMES OF REPORTING PERSON  The RHL Group, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)   (b)  
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION State of California, United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    SOLE VOTING POWER          0   8.    SHARED VOTING POWER  

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 46,962,128 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.1% (2)
14.	TYPE OF REPORTING PERSON CO

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(1)	Consists of (i) 34,908,066 shares of common stock, (ii) a warrant to purchase 9,439,378 shares of common stock, and (iii) a warrant to purchase 2,614,684 shares of common stock.
(2)	The calculation of the foregoing number of shares beneficially owned and the percentage owned is based on 222,064,308 shares of MMRGlobal, Inc. common stock outstanding as of August 3, 2010, plus 12,054,062 shares of MMRGlobal, Inc. common stock issuable upon the exercise of two (2) outstanding warrants held by The RHL Group, Inc. which are exercisable within 60 days of August 3, 2010.

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CUSIP No.  55314U108

1.	NAMES OF REPORTING PERSON  Robert H. Lorsch
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)   (b)  
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION California, United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    SOLE VOTING POWER          12,309,224   8.    SHARED VOTING POWER  

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,271,352 (2)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.4% (3)
14.	TYPE OF REPORTING PERSON IN

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(1)	Reflects securities directly held by The RHL Group, Inc., which is wholly-owned and controlled by Mr. Lorsch.
(2)	Consists of (i) 3,609,224 shares of common stock held directly by Mr. Lorsch and 34,908,066 shares of common stock held directly by The RHL Group, Inc., (ii) two (2) warrants held by The RHL Group, Inc. to purchase 12,054,062 shares of common stock, and (iii) a stock option held by Mr. Lorsch to purchase 12,700,000 shares of common stock.
(3)	The calculation of the foregoing number of shares beneficially owned and the percentage owned is based on 222,064,308 shares of MMRGlobal, Inc. common stock outstanding as of August 3, 2010, plus 20,754,062 shares of MMRGlobal, Inc. common stock issuable upon the exercise of outstanding stock options and warrants held by The RHL Group, Inc. and Mr. Lorsch which are exercisable within 60 days of August 3, 2010.

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Introduction

This constitutes Amendment No. 2 to the statement on Schedule 13D, filed on behalf of The RHL Group, Inc., a corporation organized under the laws of the State of California ("The RHL Group"), and Robert H. Lorsch (together with The RHL Group, the "Reporting Persons"), dated January 30, 2009 (the "Statement"), relating to the common stock, par value $0.001 per share of MMRGlobal, Inc. Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged and capitalized terms used herein but not otherwise defined herein shall have the meaning as set forth in the Statement.

Item 1.    Security and Issuer.

Item 1 of the Statement is hereby amended and restated in its entirety with the following:

The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.001 per share (the "Issuer Common Stock"), of MMRGlobal, Inc., a corporation organized under the laws of the State of Delaware (the "Issuer"). The Issuer was formerly known as Favrille, Inc. The Issuer currently utilizes space at facilities located at 468 Camden Drive, Suite 200, Beverly Hills, CA 90210 and receives company correspondence at a mailing address located at 2934½ Beverly Glen Circle, Suite 702, Los Angeles, CA 90077.

Item 3.    Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby supplemented by including the following:

On August 6, 2009, the Issuer granted to Mr. Lorsch an option to purchase 9,000,000 shares of Issuer Common Stock at an exercise price of $0.125 per share, the closing price of the Issuer's Common Stock on the date immediately preceding the date of grant, with all shares being vested as of the date of this Amendment No. 2. Mr. Lorsch received the foregoing stock option pursuant to his employment agreement with the Issuer, dated as of January 27, 2009.

On July 8, 2010, Mr. Lorsch exercised an option to purchase 706,605 shares of the Issuer Common Stock at an exercise price of $0.125 per share.

On May 20, 2010, The RHL Group exercised a warrant to purchase 1,600,000 shares of Issuer Common Stock at an exercise price of $0.125 per share.

On May 12, 2010, the Issuer and The RHL Group entered into a Waiver Agreement, pursuant to which, in consideration of The RHL Group's waiver of MMR's payment default under that certain Fourth Amended and Restated Note (the "Fourth Note"), issued by MMR to The RHL Group on April 29, 2010, the Issuer granted to The RHL Group a warrant to purchase an aggregate of 2,614,684 shares of Issuer Common Stock (the "RHL Warrant"), with an exercise price equal to $0.21 per share, the closing price of the Issuer's Common Stock on the effective date of the Fourth Note.

Any references to, and/or descriptions of the Stock Option Agreement, dated August 6, 2009, between the Issuer and Mr. Lorsch, the Lorsch Warrant and the RHL Warrant are not intended to be complete and are qualified in their entirety by reference to the full of text of such documents.

Item 4.    Purpose of Transaction.

Item 4 of the Statement is hereby supplemented by including the following:

This Amendment No. 2 is being filed to report that, since the filing of the Statement, a material change occurred in the percentage of shares of Issuer Common Stock beneficially owned by the Reporting Persons. The material change occurred solely because of the reasons set forth in Item 3 of this Amendment No. 2, which is incorporated herein by this reference.

Item 5.    Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

The information contained on each of the cover pages of this Statement and the information set forth or incorporated by reference in Items 2, 3, 4 and 6 is hereby incorporated by reference herein.

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(a)-(b)

The RHL Group directly owns (i) 34,908,066 shares of Issuer Common Stock, and (ii) warrants to purchase 12,054,062 shares of Issuer Common Stock, which collectively represents approximately 20.1% of the outstanding shares of Issuer Common Stock, based on 222,064,308 shares of Issuer Common Stock outstanding as of August 3, 2010. As described in Item 2, Mr. Lorsch is the Chief Executive Officer of The RHL Group and has a 100% ownership interest in The RHL Group. Therefore, Mr. Lorsch may be deemed to be the beneficial owner of the Issuer Common Stock beneficially held by The RHL Group and The RHL Group shares voting and dispositive power over such shares of Issuer Common Stock with Robert H. Lorsch.

Mr. Lorsch directly owns (i) 3,609,224 shares of Issuer Common Stock, (ii) a stock option to purchase 12,700,000 shares of common stock. As holder of a 100% interest in The RHL Group, Mr. Lorsch shares voting and dispositive power over 46,962,128 shares held by The RHL Group. Thus, Mr. Lorsch may be deemed to beneficially own 63,271,352 shares of Issuer Common Stock, or approximately 26.1% of the outstanding shares, based on 222,064,308 shares of Issuer Common Stock outstanding as of August 3, 2010.

(c) None of the Reporting Persons has effected any transaction in the shares of Issuer Common Stock during the past 60 days, except as disclosed herein.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

Item 7.    Material to be Filed as Exhibits.

EXHIBIT	DESCRIPTION
99.1	Stock Option Agreement dated August 6, 2009, by and between MMR Information Systems, Inc. and Robert H. Lorsch.
99.2	Fourth Amended and Restated Secured Promissory Note, dated May 12, 2010, by and among MMR Information Systems, Inc. MyMedicalRecords, Inc., and The RHL Group, Inc.
99.3	Warrant dated May 12, 2010, issued by MMR Information Systems, Inc. in favor of The RHL Group, Inc.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 16, 2010

THE RHL GROUP, INC.

By:/s/Robert H. Lorsch
Robert H. Lorsch
Chief Financial Officer 

ROBERT H. LORSCH

By: /s/Robert H. Lorsch
 

EXHIBIT INDEX

EXHIBIT	DESCRIPTION
99.1	Stock Option Agreement dated August 6, 2009, by and between MMR Information Systems, Inc. and Robert H. Lorsch.   PDF as a courtesy
99.2	Fourth Amended and Restated Secured Promissory Note, dated May 12, 2010, by and among MMR Information Systems, Inc. MyMedicalRecords, Inc., and The RHL Group, Inc.   PDF as a courtesy

99.3

 

Warrant dated May 12, 2010, issued by MMR Information Systems, Inc. in favor of The RHL Group, Inc.   PDF as a courtesy