NewCardio (NWCI) S-1/A IPO registration (amended)

As filed with the Securities and Exchange Commission on April 15, 2008                                                                                        Registration No. 333-149166

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A (No. 1)

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

NEWCARDIO, INC.

(Name of small business issuer in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 3845 (Primary Standard Industrial Classification Code Number) 20-0197939 (I.R.S. Employer Identification No.)

2350 Mission College Boulevard, Suite 1175, Santa Clara, California 95054

(510) 774-1969

(Address and telephone number of principal executive offices)

2350 Mission College Boulevard, Suite 1175, Santa Clara, California 95054

(Address of principal place of business or intended principal place of business)

Branislav Vajdic

President and Chief Executive Officer

NewCardio, Inc.

2350 Mission College Boulevard, Suite 1175

Santa Clara, California 95054

(510) 774-1969

(Name, address and telephone number of agent for service)

Copies of all communications to:

Marc Ross, Esq.

Andrew Smith, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Large accelerated filer  o	Accelerated filer  o
Non-accelerated filer  o	Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title of Shares to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee (3)
Common stock, $0.001 par value per share	8,631579	$      2.095	$ 18,083,158	$ 710.67

(1)	Shares of common stock which may be offered pursuant to this registration statement.  In addition to the shares set forth in the table, the amount to be registered includes an indeterminate number of shares, as such number may be adjusted as a result of stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended.
(2)	Estimated in accordance with Rule 457(c) solely for the purpose of computing the amount of the registration fee based on the average of the closing bid and ask prices of the Company’s common stock on the Over the Counter Bulletin Board on February 7, 2008.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement is filed with the Securities and Exchange Commission and becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the sale is not permitted.

Subject to completion, dated April 15, 2008

NEWCARDIO, INC.

8,631,579   SHARES OF COMMON STOCK

This prospectus relates to the resale of up to 8,631,579 shares of common stock, issuable upon conversion of Series A Preferred Stock, by the selling stockholders, all of whom were issued securities in connection with our December 27, 2007 private placement of securities convertible or exercisable into up to 22,063,159 shares of common stock. We are not selling any shares of common stock in this offering and therefore will not receive any proceeds from this offering, except for proceeds from warrants that are exercised.

Our common stock is listed on the Over-The-Counter Bulletin Board (the “OTCBB”) under the symbol “NWCI.” The last reported sales price per share of our common stock as reported by the OTCBB on April 11, 2008, was $1.95.

Our principal executive offices are located at 2350 Mission College Blvd., Suite 1175, Santa Clara CA 95054, and our telephone number is (510) 774-1969.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.

SEE “RISK FACTORS” BEGINNING ON PAGE  3.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is April __, 2008.

TABLE OF CONTENTS

	Page
Part I.  Information Required in Prospectus
Cautionary Note Regarding Forward-Looking Statements	1
Prospectus Summary	1
Risk Factors	3
Use of Proceeds	9
Selling Stockholders	9
Plan of Distribution	15
Description of Securities to be Registered	16
Description of Business	18
Description of Property	27
Legal Proceedings	27
Market Price of and Dividends on Common Equity and Related Stockholder Matters	28
Management’s Discussion and Analysis	28
Management and Certain Security Holders	31
Executive Compensation	32
Security Ownership of Certain Beneficial Owners and Management	35
Certain Relationships and Related Transactions	36
Incorporation by Reference	37
Where You Can Find Additional Information	37
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	37
Legal Matters	37
Experts	37
Change in Auditor	38
Part II.  Information Not Required in Prospectus	39
Item 13.  Other Expenses of Issuance and Distribution	39
Item 14.  Indemnification of Directors and Officers	39
Item 15.  Recent Sales of Unregistered Securities	39
Item 16.  Exhibits	41
Item 17.  Undertakings	42
Signatures	43

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from the information contained in this prospectus. We will not make an offer to sell these securities in any jurisdiction where offers and sales are not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of when this prospectus is delivered or when any sale of our common stock occurs.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis” and “Our Business,” and the documents incorporated by reference herein, contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  All statements other than those that are purely historical are forward-looking statements. Words such as “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” and similar expressions also identify forward-looking statements. Forward-looking statements include, without limitation, statements regarding the development of our proprietary technology platform and our products, the timing of such development and the timing and results of clinical trials and regulatory review. Such statements reflect our current views, are based on certain assumptions and involve risks and uncertainties.

There are important factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors, include, without limitation, the following: our ability to develop our technology platform and our products; our ability to protect our intellectual property; the risk that we will not be able to develop our technology platform and products in the current projected timeframe; the risk that our products will not achieve performance standards in clinical trials; the risk that the clinical trial process will take longer than projected; the risk that our products will not receive regulatory approval; the risk that the regulatory review process will take longer than projected; the risk that we will not be unsuccessful in implementing our strategic, operating and people initiatives; the risk that we will not be able to commercialize our products; any of which could impact sales, costs and expenses and/or planned strategies. Additional information regarding factors that could cause results to differ can be found in this prospectus and our other recent filings with the Securities and Exchange Commission (the “Commission”).

Future economic and industry trends that could potentially impact net sales and profitability are difficult to predict.  These forward-looking statements are based on information as of April 11, 2008, and we assume no obligation to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

About This Prospectus

This prospectus is part of a registration statement that we have filed with the Commission.  You should read this prospectus and any supplement, together with additional information described under "Where You Can Find More  Information" and the information we incorporate by reference in this prospectus described under the heading “Incorporation of Certain Documents by Reference."

PROSPECTUS SUMMARY

The following summary highlights selected information contained in this prospectus or incorporated by reference in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the "risk factors" section, the financial statements and the notes to the financial statements. As used hereinafter in this prospectus, the terms “NewCardio,” “we,” “us,” or “our” refer to NewCardio, Inc.

Our Business

We, through our wholly-owned subsidiary, NewCardio Technologies, Inc., a Delaware corporation (“NewCardio Technologies”), are a development-stage cardiac diagnostic company focused on the research, development and commercialization of software and hardware products and services for (i) the non-invasive diagnosis of and monitoring of cardiovascular disease (“CVD”) and (ii) the cardiac safety assessment of new drugs under development.  We are developing products that we believe will improve diagnostic screening for cardiac disease and changes in cardiac status.  We are currently focused on the development of a proprietary platform technology for our products, which we believe will improve the diagnostic accuracy and value of the standard 12-lead electrocardiogram (“ECG").  Our 3-D ECG platform is designed to reduce the time and expense involved in assessing cardiac status, while increasing the ability to diagnose clinically significant conditions which were previously difficult or impossible to detect, using currently available electrocardiographic techniques.  We expect a key application of our technology to be the assessment of cardiac safety for new drugs under development.

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We were incorporated in the State of Delaware on September 2, 2003, under the name EP Floors, Inc. (“EP Floors”).  NewCardio Technologies was incorporated in the State of Delaware on September 7, 2004 under the name NewCardio, Inc.  On November 16, 2006, EP Floors ceased operations and became a shell corporation.  On November 20, 2006, EP Floor’s corporate name was changed to Marine Park Holdings, Inc. (“Marine Park”).  From November 16, 2006 through December 27, 2007, Marine Park was a shell company.  On December 27, 2007, Marine Park consummated a reverse merger by entering into a share exchange agreement with the stockholders of NewCardio Technologies (the “Share Exchange”), pursuant to which the stockholders of NewCardio Technologies exchanged all of the issued and outstanding capital stock of NewCardio Technologies for 18,682,537 shares of common stock of Marine Park, representing 92% of Marine Park’s outstanding capital stock, after the return to treasury and retirement of 9,445,015 shares of common stock of Marine Park held by certain stockholders of Marine Park made concurrently with the Share Exchange.  As of December 27, 2007, Marine Park’s officers and directors resigned their positions and Marine Park changed its business to NewCardio Technologies’ business.  As a result, the historical discussion and financial statements included in this Amended Form S-1/A (No.1) are those of NewCardio Technologies.  On January 17, 2008, Marine Park’s corporate name was changed to NewCardio, Inc. and NewCardio’s corporate name was changed to NewCardio Technologies, resulting in the current corporate structure in which we, NewCardio, Inc., are the parent corporation, and NewCardio Technologies, Inc., is our wholly-owned subsidiary.

As a development stage company, we have limited capital and limited capital resources.  As we have not generated any revenues from operations since our inception, we are not able to meet our current needs for cash from operating revenues.   As a result of our December 27, 2007, private placement, which we completed shortly after our reverse merger with a public shell corporation, we raised $8,200,000 (approximately $7,000,000 net), which we believe will sufficiently fund our operations and business plan into 2009.  However, as a development stage company, it is possible that the money we raised in the private placement will not be sufficient to meet our projected cash flow deficits from operations or to fund the development of our technology and products and we may need additional financing to meet our capital needs.  If, during that period, or thereafter, we are not successful in generating sufficient cash flow from operations or in raising sufficient capital on terms acceptable to us, including the $6,370,000 from the exercise of the J Warrants on or before December 27, 2008, we may not have sufficient cash to fund our operations, which could have a material adverse affect on our business, results of operations, liquidity and financial condition.

Our principal executive offices are located at 2350 Mission College Boulevard, Suite 1175, Santa Clara CA 95054, and our telephone number is (510) 774-1969. Our website is located at http:www.newcardio.com.  Information contained on our website is not part of this prospectus.

The Offering

On December 27, 2007, we sold 8,200 shares of non-voting Series A Preferred Stock (the “Preferred Stock”) for $8,200,000 to six accredited investors in a private placement.  The Preferred Stock is convertible into an aggregate of 8,631,579 shares of our common stock.  Holders of the Preferred Stock are entitled to receive dividends at the rate per share of 10% per annum of the stated value, payable quarterly on April 1, July 1 and October 1, in cash or shares of common stock, or a combination of cash and shares of common stock, at our election.  If we pay dividends in shares of common stock, the number of dividend shares shall be determined by dividing the dividend amount by 90% of the volume weighted average price of a share of common stock for the 20 trading days immediately preceding the record date for payment of the dividend. Purchasers of the Preferred Stock were issued five-year Series A warrants to purchase 5,178,948 shares of our common stock at an exercise price of $1.14 per share. The two largest investors also received a one-year Series J warrants to purchase 5,157,895 shares of our common stock at an exercise price of $1.235 per share and five-year Series J-A warrants to purchase 3,094,737 shares of our common stock at an exercise price of $1.425, the Series J-A warrants may only be exercised if, and after, the Series J warrants are exercised.  The conversion price of the Series A Preferred Stock and the exercise price of all the warrants are subject to anti-dilution adjustments and protections. In connection with the private placement, we paid finders’ fees of $674,000 and issued to finders five-year warrants to purchase 604,211 shares of our common stock at the exercise price of $0.95.  We are not registering the shares of common stock underlying any of the warrants at this time.

Total shares of common stock outstanding	20,237,522 as of March 31, 2008 (of which12,462,522 shares were held by non-affiliates).  The 8,631,579 shares offered by the selling stockholders pursuant to this prospectus represent 43% of the total number of shares of common stock outstanding or 69% of the number of non-affiliated shares of common stock outstanding.
Common stock being offered for resale by selling stockholders	Up to 8,631,579 shares which may be issued to the selling stockholders upon their conversion of our Series A Preferred Stock.  All of the shares offered by this Prospectus are being sold by the selling stockholders.
Risk factors	The shares involve a high degree of risk. Investors should carefully consider the information set forth under “RISK FACTORS” beginning on page 3.
Use of proceeds	We will not receive any proceeds from the sale of our common stock offered through this Prospectus by the selling stockholders.  All proceeds from the sale of our common stock sold under this Prospectus will go to the selling stockholders.

2

Determination of offering price	This Prospectus may be used from time to time by the selling stockholders who offer our common stock in transactions (which may include block transactions) at prevailing market prices at the time of sale, at prices related to the prevailing market prices, or at other negotiated prices. The selling stockholders will act independently in determining the offering price of each sale.
Trading symbol for our common stock	NWCI

RISK FACTORS

This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below, and the other information included in this prospectus or incorporated by reference in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment.

We Are A Development Stage Company And May Never Commercialize Any Of Our Products Or Earn A Profit.

We are a development stage company and have incurred losses since we were formed. We have incurred net losses of $9,300,648 as of December 31, 2007 and incurred cumulative losses since our inception on September 7, 2004 through, December 31, 2007 of $10,455,905. We currently have no products ready for commercialization, have not generated any revenue from operations and expect to incur substantial net losses for the foreseeable future to further develop and commercialize our technology. We cannot predict the extent of these future net losses, or when we may attain profitability, if at all. If we are unable to generate significant revenue or attain profitability, we will not be able to sustain operations and will have to curtail significantly or cease operations.

The Commercial Success Of Our Products Will Depend On The Degree Of Market Acceptance Of These Products Among Physicians, Patients, Health Care Payors And The Medical Community.

The use of our heart diagnostic products has never been commercialized. Even if approved for sale by the appropriate regulatory authorities, physicians may not order diagnostic tests based on our heart diagnostic technology, in which event we may be unable to generate significant revenue or become profitable. In addition, physicians and patients may not utilize the heart diagnostic products unless third-party payors, such as managed care organizations, Medicare and Medicaid, pay a substantial portion of the test’s price. There is significant uncertainty concerning third-party reimbursement of any test incorporating new technology. Reimbursement by a third-party payor may depend on a number of factors, including a payor’s determination that tests using our technologies are:

· not experimental or investigational,

· medically necessary,

· appropriate for specific patient,

· cost-effective, and

· supported by peer-reviewed publications.

Since each payor makes its own decision as to whether to establish a policy to reimburse for a test, seeking these approvals is a time-consuming and costly process. We cannot be certain that coverage for the nano-biochip gene expression kit will be provided by any third-party payors, in which event we may be unable to generate significant revenue or become profitable.

Our products are highly regulated, and we will not be able to commercialize our products if we cannot obtain the necessary regulatory approvals.

Our products are subject to extensive regulation and/or acceptance by numerous governmental authorities in the United States and other countries, including the FDA.  Most of our products will require governmental clearance before they can be commercialized, and may even require governmental approval before they can be commercialized.  If we are unable to obtain regulatory clearances or approvals for our products at all or in a timely manner, we will not be able to generate revenues or grow as quickly as expected, or at all, and the loss of anticipated revenues will reduce our ability to fully fund our operations and to otherwise execute our business plan.  Our failure to receive the regulatory clearances or approvals in the United States would likely cause us to cease operations and go out of business.

3

As we develop additional new products we will be required to determine what regulatory requirements, if any, we must comply with in order to market and sell our products in the United States and worldwide.  The process of obtaining regulatory clearance and approval could take years and be very costly, if clearance or approval can be obtained at all.  If we fail to comply with these requirements, we could be subjected to enforcement actions such as an injunction to stop us from marketing the product at issue or a possible seizure of our assets.  We intend to work diligently to assure compliance with all applicable regulations that impact our business.  We can give no assurance, however, that we will be able to obtain regulatory clearance or approval for our products.  We also cannot assure that additional regulations will not be enacted in the future that would be costly or difficult to satisfy.  Our failure to receive regulatory approvals in the United States in a timely manner or comply with newly enacted additional regulation could cause us to cease operations and go out of business.

The regulatory process, which includes pre-clinical and clinical testing of many of our products to establish their safety and effectiveness, can take many years and require the expenditure of substantial financial and other resources. Data obtained from pre-clinical and clinical activities are susceptible to varying interpretations that could delay, limit or prevent regulatory approval.  In addition, delays or rejection may be encountered based upon changes in, or additions to, regulatory policies for device marketing authorization during the period of product development and regulatory review.  Delays in obtaining such clearances or approvals could adversely affect our marketing of products developed and our ability to generate commercial product revenues.

In addition, if we desire to commercial our products worldwide, we will be required to meet regulatory requirements in countries outside the United States, which can change rapidly with relatively short notice, resulting in our products being banned in certain countries and an associated loss of revenues and income.  Foreign regulatory agencies can also introduce test format changes which, if we do not quickly address, can result in restrictions on sales of our products.  Such changes are not uncommon due to advances in basic research.

Our ability to commercialize QTinno™ depends on acceptance by the FDA.

Our ability to launch QTinno™ as expected will depend on the successful completion of our external validation studies, successful outcomes to these validation studies, acceptance of this product by the medical community, our ability to put in place a successful sales and marketing infrastructure and market acceptance by our targeted customers.  Although this product is a research tool and does not require FDA premarket clearance or premarket approval, how quickly we can commercialize QTinno™ will also depend on FDA acceptance of QTinno™ as a viable tool in the cardiac safety research process of drug development.

Our inability to protect our intellectual property rights could allow competitors to use our proprietary rights and technologies in competition against our company, which would reduce our sales.

We rely on a combination of patent, patent pending, trademark and trade secret laws, proprietary rights agreements and non-disclosure agreements to protect our intellectual property.  We cannot give any assurance that these measures will prove to be effective in protecting our intellectual properties.  We also cannot give any assurance that our existing patents will not be invalidated, that any patents that we currently or prospectively apply for will be granted, or that any of these patents will ultimately provide significant commercial benefits.  Further, competing companies may circumvent any patents that we may hold by developing products which closely emulate but do not infringe our patents.  While we intend to seek patent protection for our products in selected foreign countries, those patents may not receive the same degree of protection as they would in the United States.  We can give no assurance that we will be able to successfully defend our patents and proprietary rights in any action we may file for patent infringement.  Similarly, we cannot give any assurance that we will not be required to defend against litigation involving the patents or proprietary rights of others, or that we will be able to obtain licenses for these rights.  Legal and accounting costs relating to prosecuting or defending patent infringement litigation may be substantial.

We also rely on proprietary designs, technologies, processes and know-how not eligible for patent protection.  We cannot give any assurance that our competitors will not independently develop the same or superior designs, technologies, processes and know-how.

While we have and will continue to enter into proprietary rights and invention assignment agreements with our employees and consultants, we can give no assurance that courts of competent jurisdiction will enforce those agreements.

If we are unable to develop products to keep pace with rapid medical and scientific change, our operating results and competitive position would be harmed.

In recent years, there have been numerous advances in technologies relating to the diagnosis and treatment of cardiac problems. These advances require us continuously to develop new products and enhance existing products to keep pace with evolving standards of care. Our test could become obsolete unless we continually innovate and expand our product to demonstrate recurrence and treatment benefit in patients treated with new therapies. New treatment therapies typically have only a few years of clinical data associated with them, which limits our ability to perform clinical studies and correlate sets of genes to a new treatment’s effectiveness. If we are unable to demonstrate the applicability of our tests to new treatments, then sales of our tests could decline, which would reduce our revenues.

4

We will need to raise capital to fund our operations, and our failure to obtain funding when needed may force us to delay, reduce or eliminate our product development efforts.

Until we are capable of generating sufficient revenues from operations to fund our operations and our capital resources are insufficient to meet future requirements, we will have to raise funds to continue the development, commercialization, marketing and sale of our products.

We cannot be certain that funding will be available on acceptable terms, or at all. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact our ability to conduct our business. If we are unable to raise additional capital if required or on acceptable terms, we may have to significantly delay, scale back or discontinue the development and/or commercialization of one or more of our products, obtain funds by entering into agreements on unattractive terms or restrict or cease our operations and go out of business.

We are dependent upon key personneland hiring and assimilating new key employees. The loss of key employees or the inability to attract new key employees could limit our ability to execute our growth strategy, resulting in lost sales and a slower rate of growth.

Our success is heavily dependent on the continued active participation of our current executive officers, including Branislav Vajdic. Loss of the services of Mr. Vajdic could have a material adverse effect upon our business, financial condition or results of operations. Mr. Vajdic currently does not any plans to retire or leave us in the near future. We do not maintain any key life insurance policies for any of our executive officers or other personnel. The loss of any of our senior management could significantly impact our business until adequate replacements can be identified and put in place. In addition, as we grow we will need to hire additional key personnel. We may not be able to identify and attract high quality employees or successfully assimilate new employees into our existing management structure, which could delay the development, commercialization, marketing or sales of our products.  This delay may cause a delay in revenues and profitability that may require us to restrict or cease our operations and go out of business.

We may have difficulties managing growth which could delay revenues and profits and lead to further and greater losses.

While we have not yet achieved any revenues through the sale or licensing of our products, and depending on market acceptance and the timeliness of necessary regulatory approvals, we might not be in a position to rapidly commercialize our products. Rapid growth would strain our human and capital resources, potentially leading to higher operating losses. Our ability to manage operations and control growth will be dependent upon our ability to raise and spend capital to successfully attract, train, motivate, retain and manage new employees and continue to update and improve our management and operational systems, infrastructure and other resources, financial and management controls, and reporting systems and procedures. Should we be unsuccessful in accomplishing any of these essential aspects of our growth  in an efficient and timely manner, then management may receive inadequate information necessary to manage our operations, possibly causing additional expenditures and inefficient use of existing human and capital resources or we otherwise may be forced to grow at a slower pace that could slow or eliminate our ability to achieve and sustain profitability.  Such slower than expected growth may require us to restrict or cease our operations and go out of business.

Risk Factors Related to Our Stock.

We have a history of operating losses and expect to report future losses that may cause our stock price to decline and a loss of your investment.

For the operating period since inception (September 7, 2004) through December 31, 2007, we have incurred a net cumulative loss of $10,455,905. We expect to continue to incur losses as we spend additional capital to develop and market our technologies and establish our infrastructure and organization to support anticipated operations. We cannot be certain whether we will ever earn a significant amount of revenues or profit, or if we do, that we will be able to continue earning such revenues or profit. Also, any economic weakness or global recession may limit our ability to develop and ultimately market our technologies. Any of these factors could cause our stock price to decline and result in a loss of a portion or all of your investment.

Our research and development efforts may not result in commercially viable products which could result in a decline of our stock price and a loss of your investment.

Our technologies are in the development stage. Further research and development efforts will be required to develop these technologies and incorporate them in products that can be submitted for and obtain the regulatory approvals required to be commercially viable products. We may not succeed in developing commercially viable products from our technologies. If we are not successful in developing commercially viable products or, if such products become commercially obsolete, our ability to generate revenues from our technologies will be severely limited.  This could cause our stock price to decline and result in the loss of a portion or all of your investment.

5

We may need to raise additional capital. If we are unable to raise additional capital, our business may fail.

Because we are a development stage company and have no revenues, we need to obtain capital to provide cash for our operations. Our current working capital is not expected to be sufficient to carry out all of our plans and to fund our operating losses until we are able to generate enough revenues to sustain our business.  If we are unable to obtain adequate funding, we may not be able to successfully develop and market our products and our business will most likely fail.  To secure additional financing, we may need to borrow money or sell more securities.  Under these circumstances, we may be unable to secure additional financing on favorable terms or at all.

Selling additional stock, either privately or publicly, would dilute the equity interests of our stockholders. If we borrow money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. If we are unable to obtain adequate financing, we may have to curtail business operations which would have a material negative effect on operating results and most likely result in a lower stock price.

The price and trading volume of our common stock is subject to certain factors beyond our control that may result in significant price and volume volatility, which substantially increases the risk that you may not be able to sell your shares at or above the price that you pay for the shares.

Factors beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to, the following:

· the development of a future market for our products;

· changes in market valuations of similar companies;

· announcement by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

· additions or departures of key personnel; and

· fluctuations in stock market price and volume.

Additionally, in recent years the stock market in general, and the Over-the-Counter Bulletin Board (the "OTCBB") and technology stocks in particular, have experienced extreme price and volume fluctuations. In some cases these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our stock price regardless of our operating performance. The historical trading of our common stock is not necessarily an indicator of how it will trade in the future and our trading price as of the date of this prospectus is not necessarily an indicator of what the trading price of our common stock might be in the future.

In the past, class action litigation has often been brought against companies following periods of volatility in the market price of those companies' common stock. If we become involved in this type of litigation in the future it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on your investment in our stock.

Our issuance of common stock at a price below prevailing trading prices at the time of issuance may cause our stock price to decline.

As of December 31, 2007 there was outstanding $8,200,000 of preferred stock that is convertible into 8,600,000 shares of common stock at $0.95 per share, stock options to purchase an aggregate of 3,800,000 shares of common stock with a weighted average exercise price of $0.12 per share and warrants to purchase 17,700,000 shares of common stock, having a weighted average exercise price of $1.06 per share.  These, as well as those we may issue in the future, may result in shares of common stock being issued for consideration that is less than the trading price of our common stock at the time the shares are issued.  We may also issue shares of common stock in the future at a discount to the trading price of our common stock.  Any such below market issuances, or the potential for such issuances, could cause our stock price to decline.  Moreover, if investors holding a significant number of these shares decided to sell them in a short period of time, such sales could contribute significant downward pressure on the trading price of our stock.

Our issuance of shares of preferred stock, warrants and stock options may have a negative effect on the trading price of our common stock.

We currently have a large number of shares of preferred stock, stock options and warrants outstanding.  The conversion and exercise of these shares of preferred stock, stock options and warrants could cause significant dilution to our stockholders.  Moreover, we intend to continue to minimize our use of cash for consulting services by granting stock options and warrants to consultants at or below the current market price, which will cause additional dilution to our stockholders.  In addition to the potential dilutive effect of issuing a large number of stock options and warrants, there is the potential that a large number of the shares may be sold in the public market at any given time, which could place additional downward pressure on the trading price of our common stock.

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You may experience dilution of your ownership interests due to the future issuance of additional shares of our common stock.

We may in the future issue our previously authorized and unissued securities, resulting in the dilution of the ownership interests of our present stockholders and purchasers of common stock offered hereby. We are authorized to issue 99,000,000 shares of common stock and 1,000,000 shares of preferred stock with such designations, preferences and rights as may be determined by our board of directors. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with the hiring of personnel, future acquisitions, future private placements of our securities for capital raising purposes or for other business purposes. Future sales of substantial amounts of our common stock, or the perception that sales could occur, could have a material adverse effect on the price of our common stock.

There is no assurance of an established public trading market, which would adversely affect the ability of investors in our company to sell their securities in the public markets.

Although our common stock trades on the OTCBB, a regular trading market for our common stock may not be sustained in the future. The National Association of Securities Dealers (the “NASD”) limits quotation on the OTCBB to securities of issuers that are current in their reports filed with the SEC. If we fail to be current in the filing of our reports with the SEC, our common stock will not be able to be traded on the OTCBB.  The OTCBB is an inter-dealer market that provides significantly less liquidity than a national securities exchange or automated quotation system. Quotes for stocks included on the OTCBB are not listed in the financial sections of newspapers as are those for stocks listed on national securities exchanges or automated quotation systems. Therefore, prices for securities traded solely on the OTCBB may be difficult to obtain and holders of common stock may be unable to resell their securities at or near their original offering price or at any price. Market prices for our common stock may be influenced by a number of factors, including:

· the issuance of new equity securities;

· changes in interest rates;

· competitive developments, including announcements by competitors of new products or services or significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

· variations in quarterly operating results;

· change in financial estimates by securities analysts;

· the depth and liquidity of the market for our common stock;

· investor perceptions of our company and the technologies industries generally; and

· general economic and other national conditions.

Our limited prior public market and trading market may cause volatility in the market price of our common stock.

Our common stock has only been quoted for trading since January 4, 2008.  Our common stock is currently traded on a limited basis on the OTCBB.  The quotation of our common stock on the OTCBB does not assure that a meaningful, consistent and liquid trading market currently exists, and in recent years such market has experienced extreme price and volume fluctuations that have particularly affected the market prices of many smaller companies like us. Our common stock is thus subject to volatility. In the absence of an active trading market:

· investors may have difficulty buying and selling or obtaining market quotations;

· market visibility for our common stock may be limited; and

· lack of visibility for our common stock may have a depressive effect on the market for our common stock.

Our common stock is a "Penny Stock."

Our common stock could be considered to be a "penny stock" if it meets one or more of the definitions in Rules 15g-2 through 15g-6 promulgated under Section 15(g) of the Exchange Act. These include but are not limited to the following: (i) the stock trades at a price less than $5.00 per share; (ii) it is NOT traded on a "recognized" national exchange; (iii) it is NOT quoted on The NASDAQ Stock Market, or even if so, has a price less than $5.00 per share; or (iv) is issued by a company with net tangible assets less than $2.0 million, if in business more than a continuous three years, or with average revenues of less than $6.0 million for the past three years. The principal result or effect of being designated a "penny stock" is that securities broker-dealers cannot recommend the stock but must trade in it on an unsolicited basis.

Our common stock is a “low-priced” security, or a penny stock, under rules promulgated under the Exchange Act. In accordance with these rules, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document which describes the risks associated with such stocks, the broker-dealer’s duties in selling the stock, the customer’s rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer’s financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer. The effect of these restrictions probably decreases the willingness of broker-dealers to make a market in our common stock, decreases liquidity of our common stock and increases transaction costs for sales and purchases of our common stock as compared to other securities.

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No protection under the Exchange Act.

Our Common Stock is not registered under the Exchange Act.  As a result, we may not be considered a “Reporting Company” as defined by Rule 902 of Regulation S.  Consequently, we do not have the reporting obligations under Sections 12(b), 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Without the obligations of the Exchange Act, we would not be subject to the automatic reporting suspension under section 15(d) of the Exchange Act for failure to file our annual and quarterly reports; would not be required to file proxy information by which we can take action by majority vote pursuant to the proxy rules; and our officers and directors would not be obligated to disclose transactions in our stock pursuant to section 16 of the Exchange Act.  The obligations required by the Exchange Act will not be available to our stockholders until we have filed with the Commission either a Form 10 or a Form 8-A upon effectiveness of this prospectus.

Broker-dealer requirements may affect trading and liquidity.

Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2 promulgated thereunder by the SEC require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account.  You are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be "penny stock." Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

There are state securities law restrictions on resale of the securities.

In order to protect investors, every state has some form of securities laws. Most such laws require registration or qualification or some of form of state approval, prohibit general solicitation, and place restrictions on the resale of the securities. In certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.  All state securities laws have exemptions from the registration requirement. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws.  In this case, such states include New York, California and Illinois.

Shares eligible for future sale may adversely affect the market price of our common stock, as the future sale of a substantial amount of our restricted stock in the public marketplace could reduce the price of our common stock.

From time to time, certain of our stockholders may be eligible to sell their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended (the “Securities Act”), subject to certain requirements.  In general, under Rule 144, unaffiliated stockholders (or stockholders whose shares are aggregated) who have satisfied a six month holding period may sell shares of our common stock, so long as we have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12-month period preceding such sale.  Once a period of six months has elapsed since the date the common stock was acquired from us or from an affiliate of ours, unaffiliated stockholders can freely sell shares of our common stock.  12 months after acquiring shares from us or an affiliate, unaffiliated stockholders can freely sell their shares without any restriction or requirement that we are current in our SEC filings.  Because we were a shell company until December 27, 2007, our stockholders holding unregistered shares of common stock are initially subject to a 12 month holding period, instead of a six month holding period, which began to run on January 4, 2008, the date we filed a “super” Form 8-K with the SEC.  Any substantial sale of common stock pursuant to Rule 144 may have an adverse affect on the market price of our common stock.

Failure to Achieve and Maintain Internal Controls in Accordance With Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 Could Have A Material Adverse Effect on Our Business and Stock Price.

We are examining and evaluating our internal control procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, as required for our Annual Report on Form 10-K for the year ending December 31, 2007. If we fail to maintain adequate internal controls or fail to implement required new or improved controls, as such control standards are modified, supplemented or amended from time to time; we may not be able to assert that we can conclude on an ongoing basis that we have effective internal controls over financial reporting. Effective internal controls are necessary for us to produce reliable financial reports and are important in the prevention of financial fraud.  If we cannot produce reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and there could be a material adverse effect on our stock price.

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Because we have no plans to pay dividends on our common stock, stockholders must look solely to appreciation of our common stock to realize a gain on their investments.

We do not anticipate paying any dividends on our common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance the expansion of our business. Our future dividend policy is within the discretion of our board of directors and will depend upon various factors, including our business, financial condition, results of operations, capital requirements and investment opportunities. In addition, our senior credit facility limits the payment of dividends without the prior written consent of the lenders. Accordingly, stockholders must look solely to appreciation of our common stock to realize a gain on their investment. This appreciation may not occur.

 Lawsuits and legal proceedings.

From time to time, we may become involved in various lawsuits, disputes and claims (“Actions”), arising in the ordinary course of business.  These Actions may raise complex factual and legal issues and are subject to uncertainties.  Actions filed against us could include product liability, commercial, intellectual property, customer, employment and securities related claims, including class action lawsuits.  Plaintiffs in some Actions may seek unspecified damages or injunctive relief, or both.  Adverse results in Actions may harm our business and have material adverse effects on our business, results of operations, liquidity or financial position any or all of which could adversely affect our stock price.

USE OF PROCEEDS

We will not receive any proceeds from the sale of our common stock offered through this prospectus by the selling security holder.  All proceeds from the sale of our common stock sold under this prospectus will go to the selling stockholders.

SELLING STOCKHOLDERS  

The following table presents information regarding the selling stockholders. A description of each selling stockholder's relationship to us and how each selling stockholder acquired the shares in this offering is detailed in the information immediately following this table.

Name of Selling Stockholder	Total Shares Held Including Shares Issuable Upon Full Conversion and/or exercise(3)		Total Percentage of Outstanding Shares Assuming Full Conversion and/or exercise (3)	Shares of Common Stock Included in Prospectus (3)	Beneficial Ownership Before Offering (1)(2)		Percentage of Common Stock Before Offering  (1)(2)	Beneficial Ownership After the Offering Including Shares Issuable Upon Full Conversion and/or exercise (4)	Percentage of Common Stock Owned After Offering Assuming Full Conversion and/or exercise (4)
Vision Master Opportunity Fund Ltd. (5)		14,315,789	41.43%	5,263,158		1,062,891	4.99%	9,052,632	30.91%
Platinum - Montaur Life Sciences, LLC (6)		5,726,316	22.05%	2,105,263		1,062,891	4.99%	3,621,053	15.18%
Enable Growth Partners, LP (7)		842,105	3.99%	526,316		842,105	3.99%	315,789	1.54%
Harborview Master Fund LP (8)		1,079,696	5.34%	263,158		1,062,891	4.99%	157,895	0.77%
Monarch Capital Fund Ltd. (9)		421,053	2.04%	263,158		421,053	2.04%	157,895	0.77%
The Black Diamond Fund, LLLP (10)		336,842	1.64%	210,526		336,842	1.64%	126,316	0.62%

(1) These columns represent the aggregate maximum number and percentage of shares that the selling stockholders can own at one time.

(2) The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling stockholders has sole or shared voting power or investment power and also any shares, which the selling stockholders has the right to acquire within 60 days. The percentage of shares owned by each selling stockholder is based on a total outstanding number of 20,237,522 as of March 31, 2008.

(3) The selling stockholders purchased the securities which are convertible into the shares being offered in this prospectus in our December 27, 2007 private placement.  The selling stockholders have contractually agreed to restrict their ability to convert their shares of Series A Preferred Stock into shares of common stock and to exercise their warrants to purchase shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock as determined in accordance with Section 13(d) of the Exchange Act. Accordingly, the number of shares of common stock set forth in the table for the selling stockholders exceeds the number of shares of common stock that the selling stockholders could own beneficially at any given time through their ownership of the Series A Preferred Stock and the warrants. In that regard, the beneficial ownership of the common stock by the selling stockholder set forth in the table is not determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

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(4) Assumes that all securities registered will be sold.

(5) Shares beneficially owned represent (i) 5,263,158 shares issuable upon the conversion of the Series A Preferred Stock, (ii) 3,157,895 shares issuable upon the exercise of the Series A Warrants, (iii) 3,684,211 shares issuable upon the exercise of the Series J Warrants and (iv) 2,210,526 shares issuable upon the exercise of the Series J-A Warrants.   Adam Benowitz, portfolio manager, and Randy Cohen share investment and dispositive power of the shares held by this entity.  The selling stockholder has informed us that it is not a broker-dealer or affiliate of a broker-dealer.

(6) Shares beneficially owned represent (i) 2,105,263 shares issuable upon the conversion of the Series A Preferred Stock, (ii) 1,263,158 shares issuable upon the exercise of the Series A Warrants, (iii) 1,473,684 shares issuable upon the exercise of the Series J Warrants and (iv) 884,211 shares issuable upon the exercise of the Series J-A Warrants.  Michael Goldberg and Mark Nordlicht share investment and dispositive power of the shares held by this entity. The selling stockholder has informed us that it is not a broker-dealer or affiliate of a broker-dealer.

(7) Shares beneficially owned represent (i) 526,316 shares issuable upon the conversion of the Series A Preferred Stock, and (ii) 315,789 shares issuable upon the exercise of the Series A Warrants. Mitch Levine has investment and dispositive power of the shares held by this entity.  The selling stockholder has informed us that it is not a broker-dealer or affiliate of a broker-dealer.

(8) Harborview Master Fund L.P. (“Harborview”) owned 89.9% of NewCardio, prior to the Share Exchange, when we were Marine Park. Shares beneficially owned represent (i) 263,158 shares issuable upon the conversion of the Series A Preferred Stock, (ii) 157,895 shares issuable upon the exercise of the Series A Warrants, and (iii) 658,643 shares of our common stock which Harborview retained in the Share Exchange and/or acquired in the open market.   Harborview is a master fund in a master-feeder structure whose general partner is Harborview Advisors LLC. Richard Rosenblum and David Stefansky are the managers of Harborview Advisors LLC and have ultimate responsibility for trading with respect to Harborview, and in accordance with Rule 13d-3 under the Securities and Exchange Act of 1934 as amended may be deemed to be control persons with voting and investment control (directly or with others), of the securities of the Company owned by Harborview. Messrs. Rosenblum and Stefansky disclaim beneficial ownership of the shares being registered hereunder. The selling stockholder has informed us that it is not a broker-dealer or affiliate of a broker-dealer.

(9) Shares beneficially owned represent (i) 263,158 shares issuable upon the conversion of the Series A Preferred Stock, and (ii) 157,895 shares issuable upon the exercise of the Series A Warrants. Monarch Capital Fund Ltd. Is a British Virgin Islands Investment Fund managed by Beacon Fund Advisors Ltd. And advised by Monarch Managers Ltd. David Sims and Joseph Franck, the principals respectively of the manager and the advisor, have voting and investment control with regard to the fund. Neither Mr. Sims nor Mr. Franck have any beneficial interest in the shares being registered hereunder.  The selling stockholder has informed us that it is not a broker-dealer or affiliate of a broker-dealer.

(10) Shares beneficially owned represent (i) 210,526 shares issuable upon the conversion of the Series A Preferred Stock, and (ii) 126,316 shares issuable upon the exercise of the Series A Warrants.  Brandon S. Goulding has investment and dispositive power of the shares held by this entity.  The selling stockholder has informed us that it is not a broker-dealer or affiliate of a broker-dealer.

The December 27, 2007 Private Placement

The following is a description of the selling stockholders relationships to us and how each of the selling stockholders acquired its shares to be sold in this offering:

On December 27, 2007, we entered into a private placement with the selling stockholders pursuant to which we sold various securities in consideration of an aggregate purchase price of $8,200,000. In connection with this private placement, we issued the following securities to the selling stockholders:

· 8,200 shares of non-voting Series A Preferred Stock ;

· Series A Common Stock Purchase Warrants to purchase 5,178,948 shares of common stock at $1.14 per share for a period of five years;

· Series J Common Stock Purchase Warrants to purchase 5,157,895 shares of common stock at $1.235 per share for a period of one year; and

· Series J-A Common Stock Purchase Warrants to purchase 3,094,737 shares of common stock at $1.425 per share for a period of five years.

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Holders of the Series A Preferred Stock are entitled to receive cumulative dividends at the rate per share of 10% per annum, payable quarterly. So long as certain equity conditions are met, we may elect to pay dividends in either (i) cash, if legally able to do so, or (ii) shares of our common stock. If we pay in shares of common stock, if the shares of common stock are registered for resale, the dividend shares will be valued at 100% of the volume weighted average price for the 20 trading days immediately preceding the dividend payment date.  If the shares of common stock are not registered for resale, the dividend shares shall be valued at 90% of the volume weighted average price for the 20 trading days immediately preceding the dividend payment date.

The Series A Preferred Stock has redemption rights upon the occurrence of certain triggering events, including, (i) we fail to pay any buy-in right in full within 5 days of our receipt of notice; (ii) we do not have a sufficient number of authorized and unreserved shares of common stock to issue to holders of our Series A Preferred Stock upon conversion of the Series A Preferred Stock; (iii) we redeem more than a de minimus number of securities junior to the Series A Preferred Stock, exclusive of repurchases up to $100,000 from departing officers or directors; (iv) we breach of any of our agreements with the selling stockholders; (v) we are a party to a change of control; (vi) a bankruptcy occurs; (vii) our common stock fails to be quoted on the OTCBB or any other trading market; or (viii) we receive a monetary judgment against us greater than $50,000.  The redemption price depends on which triggering event occurred and ranges from our requirement to redeem the Series A Preferred Stock for a price equal to the triggering redemption amount, shares of common stock equal to the triggering redemption amount divided by 75% of the average of the volume weighted average prices for the 10 days prior to the date of election by the Series A Preferred Stockholder(s) requiring us to redeem the Series A Preferred Stock, and the increase of the dividend rate to 18% per annum.  The triggering redemption amount is the sum of the (i) the greater of (A) 120% of the stated value of the Series A Preferred Stock and (B) the product of (a) the volume weighted average price on the trading day immediately preceding the date of the triggering event and (b) the stated value divided by the then conversion price, (ii) all accrued but unpaid dividends, and (iii) all liquidated damages and other costs, expenses or amounts due in respect of the Series A Preferred Stock.

The Series A Preferred Stock has no voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, we shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend the Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation, dissolution or wind-up, whether voluntary or involuntary, senior to or otherwise paripassu with the Series A Preferred Stock, (c) amend our certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series A Preferred Stock, (d) increase the number of authorized shares of preferred stock, or (e) enter into any agreement with respect to any of the foregoing.

The Series A Preferred Stock is subject to anti-dilution adjustment in the event of stock splits and stock dividends (other than to the Series A Preferred Stock), subsequent equity sales entitling persons to acquire shares of common stock at an effective price per share that is lower than the then Conversion Price of the Series A Preferred Stock and subsequent rights offerings, in the event we issue rights, options or warrant to all holders of common stock and not to the holders of Series A Preferred Stock, pro rata distributions of assets or indebtedness and fundamental transactions, such as a merger, consolidation or recapitalization.  The anti-dilution adjustment is full ratchet for two years and weighted average thereafter.  There is a forced conversion into common stock if the VWAP for 20 consecutive trading days exceeds 300% of the then effective conversion price or if our average daily trading volume exceeds the lesser of $250,000 or 0.75% of our total market capitalization for 20 trading days.

So long as any shares of Series A Preferred Stock are outstanding, unless the holders of at least 67% in a stated value of $1,000 of the then outstanding shares of Series A Preferred Stock shall have otherwise given prior written consent, we shall not, and shall not permit any of our subsidiaries to, directly or indirectly:

a) other than (a) the indebtedness existing on December 27, 2007 and (b) certain lease obligations and purchase money indebtedness up to an aggregate of $100,000, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money;

b) other than permitted liens, enter into, create, incur, assume or suffer to exist any liens of any kind on our property or assets;

c) amend our certificate of incorporation, bylaws, or other charter documents so as to materially and adversely affect any rights of any holder;

d) amend our Certificate of Designation;

e) repay, repurchase or offer to repay or repurchase, our common stock, common stock equivalents or junior securities, except for the shares of common stock issuable upon conversion of the shares of Series A Preferred Stock to the extent permitted or required under the Certificate of Designation;

f) enter into any agreement or understanding with respect to any of the foregoing; or

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g) pay cash dividends or distributions on common stock and all other common stock equivalents other than those securities which are explicitly senior or paripassu to the Series A Preferred Stock in dividend rights or liquidation preference.

In the event of any liquidation or winding up, the holders of Series A Preferred Stock will be entitled to receive, in preference to holders of common stock, an amount equal to 120% of the original purchase price per share.

The Series A Warrants and Series J-A Warrants are exercisable for a period of five years at an exercise price of $1.14 and $1.425 per share, respectively, and the Series J Warrants are exercisable for a one year period at an exercise price of $1.235 per share. The Series J-A Warrants are only exercisable to the extent that the Series J Warrants have been exercised. Only investors that purchased a minimum of 2,000 shares of the Series A Preferred Stock in the December 27, 2007 private placement were issued Series J Warrants or Series J-A Warrants.  In the event that the shares of common stock underlying the Series A Warrants and Series J-A Warrants are not registered by December 27, 2008, then the Series A Warrants and Series J-A Warrants will be exercisable on a cashless basis. In addition, the warrants are subject to anti-dilution adjustments and protections in the event of stock splits and stock dividends, subsequent equity sales entitling persons to acquire shares of common stock at an effective price per share that is lower than the then Exercise Price of the warrants and subsequent rights offerings, in the event we issue rights, options or warrant to all holders of common stock and not to the warrant holders, pro rata distributions of assets or indebtedness and fundamental transactions, such as a merger, consolidation or recapitalization.  The anti-dilution adjustment is full ratchet.  

The following table sets forth the amount of each payment (including the value of any payments to be made in Series A Preferred Stock or common stock) in connection with the December 27, 2007 private placement that we have made or may be required to make to selling stockholders, any affiliates of selling stockholders, or any person with whom any selling stockholder has a contractual relationship regarding the December 27, 2007 private placement (including any dividend payments, interest payments, liquidated damages, and any other payments or potential payments, except for payments related to redemption of the Series A Preferred Stock).

	Due diligence fees		10% dividend per year		Liquidated damages
Vision Opportunity Master Fund, Ltd.	$	65,000	$	500,000	$	1,000,000
Platinum – Montaur Life Sciences, LLC	$	10,000	$	20,000	$	40,000
Harborview Master Fund LP	$	55,000	$	25,000	$	50,000
Enable Capital Management, LP			$	50,000	$	100,000
The Black Diamond Fund,  LLP			$	20,000	$	40,000
Monarch Capital Fund, Ltd.			$	25,000	$	50,000
Note: $35,000 to Harborview was paid in Preferred stock; balance was paid in cash, directly or to legal counsel acting on their behalf.

In the Registration Rights Agreement between us and the selling stockholders, as amended by the Amendment to Registration Rights Agreement between us and the selling stockholders dated February 6, 2008, we agreed to file a registration statement with the Commission to effect the registration of the shares of common stock underlying the Series A Preferred Stock by April 15, 2008 and to have the registration statement declared effective by May 31st , (or, in the event of a “full review” by the Commission, July 30th, or, if such “full review” includes comments from the Commission regarding the availability of Rule 415 of the Securities Act, August 31st).  If the registration statement is not filed and declared effective as described above, we will be required to pay liquidated damages in the form of cash to the holders of the Series A Preferred Stock as follows: for each $5,000 of stated value of Preferred Stock being converted, $50 per trading day (increasing to $100 per trading day on the third trading day and increasing to $200 per trading day on the sixth trading day after such damages begin to accrue) for each trading day after such second trading day after the share delivery date until such certificates are delivered.

The following table sets forth the net proceeds to us the December 27, 2007 private placement and the total possible payments to all selling stockholders in the first year following the sale of the Series A Preferred Stock.

Gross proceeds	$	8,200,000
Debt acquisition costs	$	(1,313,000	)
Add back: non-cash value of warrants	$	355,000
Net cash proceeds	$	7,242,000
Less: dividends payable in first year following the sale (1)	$	(820,000	)
Net in the first year	$	6,422,000

(1) The selling stockholders are entitled to receive dividends at the rate per share of 10% per annum, subject to adjustment as more specifically described in the section entitled, “Description of Securities to be Registered.” So long as certain equity conditions are met, we can elect to pay the dividends in common stock, valued at either 100% or 90% of the volume weighted average price of our common stock for the 20 trading days preceding the dividend payment date, depending on whether or not the dividend shares are registered for resale.

We made a dividend payment to the selling stockholders on April 1, 2008, of an aggregate of 110,301 shares of unregistered common stock.

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The following table sets forth the total possible profit as a result of any conversion discount for the shares of common stock underlying the Series A Preferred Stock, without taking into account anti-dilution adjustments that may occur as a result of certain events.

Preferred stock was sold at a premium to market:

Market price of common at 12/27/07	$	0.7125
Conversion price of Preferred stock	$	0.9500
Shares issuable upon conversion		8,631,579
(These are the shares included in this registration statement)
Combined market price at 12/27/07	$	6,150,000
Discount at date of sale, 12/27/07	$	-

The following table sets forth the total possible profit as a result of any conversion discounts for securities underlying any other warrants, options, notes, or other securities issued in the December 27, 2007 private placement.

All warrants were issued at a premium to market as follows:

	Quantity		Exercise price
A Warrants		5,178,948	$	1.140
J Warrants		5,157,895	$	1.235
J-A Warrants		3,094,737	$	1.425
Market price of common at 12/27/07	$	0.7125
Fixed exercise price
A Warrants	$	1.140
J Warrants	$	1.235
J-A Warrants	$	1.425
	Quantity
A Warrants		5,178,948
J Warrants		5,157,895
J-A Warrants		3,094,737
	Combined market price
A Warrants	$	3,690,000
J Warrants	$	3,675,000
J-A Warrants	$	2,205,000
	Combined exercise price
A Warrants	$	4,206,601
J Warrants	$	4,538,625
J-A Warrants	$	3,142,125
Discount to market	$	-

Aggregate consideration received	$	8,200,000
Payments that have been made or may be required to be made by the issuer	$	(2,133,000	)
Resulting net proceeds (cash and value of non-cash payments)	$	6,067,000
Profits on conversion discounts, if any	$	-
Payments that have been made or may be required to be made by the issuer	$	2,133,000
Discount to market	$	-
Net consideration received	$	6,067,000
Payments as a percentage of net		35	%

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The following table set forth the prior securities transactions between us, any affiliates of the selling stockholders, or any person with whom any selling stockholder has a contractual relationship.

	Harborview Master Fund LP	Harborview Master Fund LP
	Source: Marine Park Annual Report on Form 10-KSB for the fiscal year ending 2006	Source: Marine Park Share Exchange Agreement
	Share purchase	Return to treasury
Date of transaction	11/16/2006	12/27/2007
Shares outstanding	11,000,000 shares of common stock	11,000,000	shares of common stock
Shares held by non-selling stockholders	11,000,000 shares of common stock	1,169,400	shares of common stock
Shares included in the transaction	9,830,600 shares of common stock	(9,325,000)	shares of common stock
Percentage of shares issued (returned to treasury)	0% issued in transaction; this was a stock purchase of outstanding shares	-797%
Memo only: percentage of shares acquired from current shareholders	89%
Market price immediately prior the transaction	$0.063	$0.7125
	(This was the price paid to acquire shares of an inactive shell.)
Market price April 11, 2008	$1.95	$1.95

The following table sets forth the calculation of outstanding shares of common stock:

Total outstanding shares 12/27/07 (before Series A preferred offering)	20,237,522
Less: shares held by selling shareholders	(505,600	)
Less:  Shares held by affiliates (Robert Blair, Branislav Vajdic)	(7,774,633	)
Net shares outstanding	11,957,289

There were no shares registered for resale by the selling stockholders or their affiliates in prior registration statements.  No affiliates have ever registered their shares for resale.

Shares underlying the Series A Preferred stock are being included this prospectus:
- Selling shareholder from before	263,158
- New selling shareholders	8,368,421
- Affiliates	0
Total	8,631,579

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PLAN OF DISTRIBUTION

Each selling stockholder of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the OTCBB or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling shares:

· ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

· block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

· privately negotiated transactions;

· settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

· broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

· through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

· a combination of any such methods of sale; or

· any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440.

In connection with the sale of the common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).

We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the selling stockholders.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

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Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Penny Stock

The Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

· that a broker or dealer approve a person's account for transactions in penny stocks; and

· the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must

· obtain financial information and investment experience objectives of the person; and

· make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

· sets forth the basis on which the broker or dealer made the suitability determination; and

· that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

DESCRIPTION OF SECURITIES TO BE REGISTERED

Our authorized capital stock consists of 99,000,000 shares of common stock at a par value of $0.001 per share and 1,000,000 shares of preferred stock at a par value of $0.001 per share. As of March 31, 2008, there were 20,237,522 shares of our common stock issued and outstanding and 8,200 shares of Series A Preferred Stock outstanding, which are currently convertible, at the option of the holder, into an aggregate of 8,631,579 shares of our common stock and 26,817,233 are reserved for outstanding stock options and warrants, of which 3,851,647 shares of common stock are reserved and available for grant under the 2004 Equity Incentive Plan (the “Plan”).

Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

Subject to the rights of our Series A Preferred Stock, holders of our common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, subject to the rights of our Series A Preferred Stock, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Our common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

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The rights of our common stockholders may be affected by rights, preferences and privileges of our Series A Preferred Stock. Following is a description of the rights, preferences and privileges of our Series A Preferred Stock:

Holders of the Series A Preferred Stock are entitled to receive cumulative dividends at the rate per share of 10% per annum, payable quarterly. So long as certain equity conditions are met, we may elect to pay dividends in either (i) cash, if legally able to do so, or (ii) shares of our common stock. If we pay in shares of common stock, if the shares of common stock are registered for resale, the dividend shares will be valued at 100% of the volume weighted average price for the 20 trading days immediately preceding the dividend payment date.  If the shares of common stock are not registered for resale, the dividend shares shall be valued at 90% of the volume weighted average price for the 20 trading days immediately preceding the dividend payment date.

The Series A Preferred Stock has redemption rights upon the occurrence of certain triggering events, including, (i) we fail to pay any buy-in right in full within 5 days of our receipt of notice; (ii) we do not have a sufficient number of authorized and unreserved shares of common stock to issue to holders of our Series A Preferred Stock upon conversion of the Series A Preferred Stock; (iii) we redeem more than a de minimus number of securities junior to the Series A Preferred Stock, exclusive of repurchases up to $100,000 from departing officers or directors; (iv) we breach of any of our agreements with the selling stockholders; (v) we are a party to a change of control; (vi) a bankruptcy occurs; (vii) our common stock fails to be quoted on the OTCBB or any other trading market; or (viii) we receive a monetary judgment against us greater than $50,000.  The redemption price depends on which triggering event occurred and ranges from our requirement to redeem the Series A Preferred Stock for a price equal to the triggering redemption amount, shares of common stock equal to the triggering redemption amount divided by 75% of the average of the volume weighted average prices for the 10 days prior to the date of election by the Series A Preferred Stockholder(s) requiring us to redeem the Series A Preferred Stock, and the increase of the dividend rate to 18% per annum.  The triggering redemption amount is the sum of the (i) the greater of (A) 120% of the stated value of the Series A Preferred Stock and (B) the product of (a) the volume weighted average price on the trading day immediately preceding the date of the triggering event and (b) the stated value divided by the then conversion price, (ii) all accrued but unpaid dividends, and (iii) all liquidated damages and other costs, expenses or amounts due in respect of the Series A Preferred Stock.

The Series A Preferred Stock has no voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, we shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend the Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation, dissolution or wind-up, whether voluntary or involuntary, senior to or otherwise pari passu with the Series A Preferred Stock, (c) amend our certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series A Preferred Stock, (d) increase the number of authorized shares of preferred stock, or (e) enter into any agreement with respect to any of the foregoing.

The Series A Preferred Stock is subject to anti-dilution adjustment in the event of stock splits and stock dividends (other than to the Series A Preferred Stock), subsequent equity sales entitling persons to acquire shares of common stock at an effective price per share that is lower than the then Conversion Price of the Series A Preferred Stock and subsequent rights offerings, in the event we issue rights, options or warrant to all holders of common stock and not to the holders of Series A Preferred Stock, pro rata distributions of assets or indebtedness and fundamental transactions, such as a merger, consolidation or recapitalization.  The anti-dilution adjustment is full ratchet for two years and weighted average thereafter.  There is a forced conversion into common stock if the VWAP for 20 consecutive trading days exceeds 300% of the then effective conversion price or if our average daily trading volume exceeds the lesser of $250,000 or 0.75% of our total market capitalization for 20 trading days.

So long as any shares of Series A Preferred Stock are outstanding, unless the holders of at least 67% in a stated value of $1,000 of the then outstanding shares of Series A Preferred Stock shall have otherwise given prior written consent, we shall not, and shall not permit any of our subsidiaries to, directly or indirectly:

a) other than (a) the indebtedness existing on December 27, 2007 and (b) certain lease obligations and purchase money indebtedness up to an aggregate of $100,000, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money;

b) other than permitted liens, enter into, create, incur, assume or suffer to exist any liens of any kind on our property or assets;

c) amend our certificate of incorporation, bylaws, or other charter documents so as to materially and adversely affect any rights of any holder;

d) amend our Certificate of Designation;

e) repay, repurchase or offer to repay or repurchase, our common stock, common stock equivalents or junior securities, except for the shares of common stock issuable upon conversion of the shares of Series A Preferred Stock to the extent permitted or required under the Certificate of Designation;

f) enter into any agreement or understanding with respect to any of the foregoing; or

g) pay cash dividends or distributions on common stock and all other common stock equivalents other than those securities which are explicitly senior or paripassu to the Series A Preferred Stock in dividend rights or liquidation preference.

In the event of any liquidation or winding up, the holders of Series A Preferred Stock will be entitled to receive, in preference to holders of common stock, an amount equal to 120% of the original purchase price per share.

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DESCRIPTION OF BUSINESS

NewCardio, Inc., a Delaware corporation (“NewCardio”), through its wholly-owned subsidiary, NewCardio Technologies, Inc., a Delaware corporation (“NewCardio Technologies”), is a development-stage cardiac diagnostic company focused on the research, development and commercialization of software and hardware products and services for the non-invasive diagnosis of and monitoring of cardiovascular disease (“CVD”), as well as the cardiac safety assessment of new drugs under development.  We are developing products that we believe will improve diagnostic screening for cardiac disease and changes in cardiac status. We are currently focused on the development of a proprietary platform technology for our products, which we believe will improve the diagnostic accuracy and value of the standard 12-lead electrocardiogram (“ECG").  Our 3-D ECG platform is designed to reduce the time and expense involved in assessing cardiac status, while increasing the ability to diagnose clinically significant conditions which were previously difficult or impossible to detect, using currently available electrocardiographic techniques.  We expect a key application of our technology to be the assessment of cardiac safety for new drugs under development.

NewCardio was incorporated in the State of Delaware on September 2, 2003, under the name EP Floors, Inc. (“EP Floors”).  NewCardio Technologies was incorporated in the State of Delaware on September 7, 2004 under the name NewCardio, Inc.  On November 16, 2006, in connection with the sale of substantially all of the shares of common stock, EP Floors ceased operations and became a shell corporation.  On November 20, 2006, EP Floor’s corporate name was changed to Marine Park Holdings, Inc. (“Marine Park”).  From November 16, 2006 through December 27, 2007, Marine Park was a shell company.  On December 27, 2007, Marine Park consummated a reverse merger by entering into a share exchange agreement with the stockholders of NewCardio Technologies (the “Share Exchange”), pursuant to which the stockholders of NewCardio Technologies exchanged all of the issued and outstanding capital stock of NewCardio Technologies for 18,682,537 shares of common stock of Marine Park, representing 92% of Marine Park’s outstanding capital stock, after the return to treasury and retirement of 9,445,015 shares of common stock of Marine Park held by certain stockholders of Marine Park made concurrently with the share exchange.  As of December 27, 2007, Marine Park’s officers and directors resigned their positions and Marine Park changed its business to NewCardio Technologies’ business.  As a result, the historical discussion and financial statements included in this prospectus are those of NewCardio Technologies.  On January 17, 2008, Marine Park’s corporate name was changed to NewCardio, Inc. and NewCardio’s corporate name was changed to NewCardio Technologies, resulting in the current corporate structure in which NewCardio, Inc., is the parent corporation, and NewCardio Technologies, Inc., is its wholly-owned subsidiary.

Prior to the Share Exchange, NewCardio Technologies’ capital structure was comprised of  common stock, Series A Preferred Stock, Series A-2 Preferred Stock and various convertible promissory notes.  As part of the Share Exchange, all shares of Series A Preferred Stock and Series A-2 Preferred Stock were converted into shares of common stock and all the outstanding convertible promissory notes were either converted into shares of common stock or repaid.  The allocation of our 18,862,537 shares was as follows:

10,667,300 shares were exchanged for shares of common stock of NewCardio Technologies on a one-to-one basis.

4,562,206 shares were exchanged for the Series A Preferred Stock of NewCardio Technologies on a one-to-one basis.

2,592,000 shares were exchanged for the Series A-2 Preferred Stock of NewCardio Technologies on a one-to-one basis.

860,031 shares were exchanged for various of the convertible promissory notes issued in 2006 and 2007 by NewCardio Technologies.

General

In the United States in 2005, costs for CVD diagnostic tests approached $5 billion, according to the American Heart Association Statistics Committee, Heart Disease and Stroke - 2007 Update. We believe this market will continue to increase, drive market growth for novel and improved CVD diagnostic tools. Such market growth may occur because of one or more of the following trends:

· the US population is aging and the incidence of CVD rises with age;

· health care providers continue to search for more effective, efficient, and less expensive diagnostic and therapeutic solutions;

· the prevalence of obesity and Type II diabetes continue to increase worldwide, and this will significantly increase the incidence of CVD and adverse cardiovascular events in the future; and

· under-diagnosis of CVD in women is increasingly appreciated as a significant public health problem, and there is a particularly acute need for improved diagnostic tools to address this issue.

NewCardio intends to compete in two large segments of the CVD diagnostic market: (1) cardiac safety services for drug development, and (2) CVD diagnostics.

Cardiac Safety Market for Drug Development

As noted by Dr. Robert Temple of the FDA, unexpected cardiac toxicity is the most common cause of delays in drug development, abandonment of otherwise-promising drug candidates, and withdrawal of previously approved drugs from the market.  (Joel Morganroth, M.D., Design and Conduct of the Thorough Phase I ECG Trial for New Bioactive Drugs, Chapter 11 in  Cardiac Safety of Noncardiac Drugs:  Practical Guidelines for Clinical Research and Drug Development, edited by J. Morganroth and I. Gussak.) One of the most important consequences of such toxicity is life-threatening arrhythmia, which usually results from drug-induced alterations in cardiac electrical activity and in some instances were implicated as causes of sudden cardiac death. Some drugs have recently been associated with a different kind of cardiac toxicity, that is, increased risk of myocardial infarction (“MI”), heart failure, and/or stroke.

Such increased risk could go undetected during drug development. Clinical trials generally involve at most 10,000 patients, but drug-induced arrhythmia is usually a rare event, typically 1 in 100,000 patients or less. Similarly, drug-induced increases in MI and stroke are subtle and usually not appreciated from clinical trial data. Thus, cardiac toxicities of drugs in many cases become apparent only after a drug is marketed to millions of users.

Because of the difficulty in detecting cardiac toxicity, surrogate diagnostic markers are used during drug development to detect increased cardiac risk. The most important such surrogate marker is the drug-induced changes in the QT interval on the ECG. "QT" is the time interval that is measured on the ECG signal from a part of the signal labeled "Q", start of depolarization, through "T," end of repolarization. The United States Food and Drug Administration (the “FDA”) and other drug regulatory bodies now require extensive ECG data on all drugs in clinical development, with a particular focus on drug-induced QT interval changes. Many of the new standards are set forth in the E14 Guidance for Industry published jointly by the FDA and the International Committee on Harmonisation in October 2005 (the E14 Guidance) at www.fda.gov/cder/guidance/6922fnl.htm (this uniform resource locator (URL) is an inactive textual reference only). The primary focus of the E14 Guidance is a detailed assessment of a drug's effects on ECG parameters, particularly the QT interval.

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One of the most striking new standards in the E14 Guidance is the requirement for a single trial, called a “Thorough QT Study” (TQTS), whose purpose is to define the drug’s effect on the QT interval. The TQTS must assure regulators that the drug does not prolong QT interval more than a minimal amount. A drug that “fails” this test may still be developed, but later phase trials now must include substantially more detailed cardiac safety data. This may result in additional development costs and may add at least 1-2 years to the development process. In practice, a failed TQTS will often lead drug sponsors to abandon an otherwise-promising drug.

Meeting the standards of the E14 Guidance is made even more challenging by the difficulty of measuring drug-induced QT prolongation on ECG. At present, QT intervals are assessed by cardiac safety core labs in a manner that is labor-intensive, expensive and often of uneven quality. Computerized algorithms have not been able to effectively solve this problem. Among other factors, such algorithms are limited by the same difficulties that human readers face, particularly precisely defining a low-amplitude event surrounded, and sometimes buried within, electrical noise. At present, most expert observers regard them as unreliable for cardiac safety assessment in drug development, and the E14 Guidance unequivocally recommends manual assessment.

As a consequence of these developments, drug sponsors are devoting an increasing amount of time and resources to cardiac safety issues. Currently, about 2000 new drugs (referred to herein as “New Chemical Entities,” or “NCE”) are being studied as discussed forth at http://newmeds.phrma.org/. Each NCE that reaches market will typically need 10,000 - 50,000 ECG’s, and if the product is intended for treatment of a cardiovascular disease, possibly as many as 100,000 ECGs or more for analysis of cardiac safety. Indeed, depending upon the NCE, a single TQTS may require 30,000 ECGs or more. What is needed is a reliable, accurate, precise and fully automated method of measuring drug effects on QT intervals and other ECG indicators of cardiac risk.

CVD Diagnostics Market

In the CVD diagnostic market, NewCardio intends to compete in a large segment described as Cardiac Monitoring and Diagnostic Services comprised of point-of-care technologies and services, which account for approximately 65% of the total available market, and ambulatory (outpatient) monitoring for cardiac disease, which accounts for approximately 35% of the total available market. In the future, we expect that the ambulatory segment will see faster growth following the general trend of increased outpatient diagnosis procedures, as well as technological improvements that make remote digital monitoring more feasible.

While advanced CVD diagnostic testing (such as cardiac magnetic resonance imaging and multidetector computed tomography) have important roles, they are not suited for initial screening of patients with suspected cardiac disease, and there remains an unmet need for better CVD diagnostic screening tools. NewCardio intends to provide such tools, targeted primarily to two subsegments of the CVD diagnostic market:

Stationary Cardiac Screening and Diagnostics:

· patients who enter the emergency department or other acute care facilities must be quickly and accurately evaluated for potentially life-threatening acute cardiac disease;

· other ambulatory or hospitalized patients with or without a cardiac disease diagnosis may need to be screened for their level of risk, the presence of disease, or disease progression.  

Ambulatory Cardiac Monitoring:

· patients with difficult to assess or transient cardiac symptoms require long-term, real-time monitoring for diagnosis and evaluation;

· patients with established cardiac disease may need longer-term ambulatory monitoring to assess the effectiveness of therapy or establish the need for additional diagnostic tests or therapeutic interventions.

Principal Products and Applications

Our novel core technology platform provides real-time, 3-D analysis of the heart's electrical activity, as detected at the body surface by standard 12-lead ECG electrodes. ECG input signals are typically sampled at 500 Hz (500 times per second). Each signal is then normalized to present equidistant signal source representation from the body surface electrodes, and then mathematically processed to generate 3-D visual representations and other useful diagnostic tools on a high resolution time basis. The ECG signal processing can be fully performed on a laptop computer so that the 3-D visual output is immediately available to the physician alongside the 12-lead standard ECG.  We have exploited our core technology platform to develop three initial products, QTinno™, VisualECG™, AND CardioBip™, which are in various stages of development, as follows:

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QTinnoTM

QTinnoTM is a novel fully automated software tool suite that we believe provides fast, accurate and precise QT interval data from a broad range of ECGs.  QTinnoTM  is intended for use by ECG core laboratories and Clinical Research Organizations (“CROs”) as a replacement for manual/human ECG readers.  QTinnoTM will measure QT and other relevant intervals from ECG computer files.  It will annotate ECG images and calculate numerical results.

QTinnoTM can be installed and used on any computer.  It does not require a dedicated computer and no special hardware is required to operate the software.  Laboratories and CROs will continue to use their ECG hardware to obtain standard ECG recordings.  They will then create digital files of these ECG recordings in order to use QTinnoTM software.  QTinnoTM will receive the ECG input signal via any standard means of transporting a digital computer file, such as a CD/DVD, USB drive or a network.

The QTinnoTM algorithm first processes the input signal into a 3-D representation of cardiac electrical activity over time. It then generates “virtual” ECG leads based on 3-D information that include balanced and complete information from all parts of the heart. This improves signal-to-noise ratio and shows difficult-to-detect events with substantially greater clarity than the standard 12-lead display. This enables reliable, automated identification of key cardiac events, including the QT interval.

The QTinnoTM software comprises many features that make fully automated QT interval assessment more reliable and easier to evaluate.

QT ClientTM, a standalone Java software tool for viewing and adjudication of QTinnoTM batch job results, includes convenient visual presentation of waveforms, QTinnoTM annotations, numerical results, and instant visual and numerical feedback when manual adjustments are made. It stores complete editing history with full audit trail capability.

VisualECGTM

The VisualECGTM is a set of algorithms and tools that provide a comprehensive method to describe cardiac electrical activity in time and space. VisualECGTM extracts additional information from standard 12-lead ECG signals and uses it to generate a 3-D representation of cardiac electrical activity as a function of time. To further enhance understanding and interpretation, the program superimposes the diagnostically relevant electrical information on an intuitive, revolving 3-D anatomic model of the heart. The VisualECGTM also includes algorithms for real-time vectorial analysis and normalization tools to ensure accurate representation of all heart regions. We believe that this enables the VisualECGTM to detect potentially fatal diseases such as acute coronary syndromes with far greater sensitivity and specificity than is possible with the standard ECG.

Importantly, the VisualECGTM requires no change in standard ECG practice. The ECG is obtained exactly as it is now, with the electrodes placed in the same locations and no need for additional electrodes. Moreover, the VisualECGTM provides the 12-lead display along with its novel 3-D analytical presentations, to allow correlations between displays and provide reassurance that no information has been lost. We believe this will be highly important in promoting acceptance of the VisualECGTM by the medical community.

CardioBipTM

The prototype of CardioBipTM is a mobile ECG transtelephonic system comprised of a mobile ECG recording and transmitting device, and a diagnostic center which receives, processes and analyzes the data. The purpose of CardioBipTM is to allow a patient to record ECG data with a mobile recorder, by placing it on the patient’s chest, using three integrated electrodes to make contact. The patient would touch two points on the recorder with each hand, thereby providing two additional electrodes.  No wires are required.

The recorder will wirelessly transmit it to a diagnostic center, where a standard 12-lead ECG will be reconstructed from a calibrated, patient-specific transformation matrix.  The data will also be analyzed with the VisualECGTM array of 3-D analytical tools. A physician will then evaluate the information, enabling more accurate and timely diagnoses of acute cardiac events, and facilitating immediate intervention in life-threatening situations or as part of a routine remote checkup.

CardioBipTM  is not currently being developed beyond this prototype stage.  Our current strategic priority is to first introduce both QTinnoTM and VisualECGTM and then later complete the development and clinical testing of CardioBipTM.

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Clinical Studies

QTinnoTM - Completed Internal Studies

QTinnoTM performance in drug-induced QT prolongation. We conducted an internal study of QTinnoTM performance in ECGs from 26 normal volunteers who had a total of 104 ECGs, obtained at baseline and at 3 time points after receiving a known QT prolonging drug. Results obtained with QTinno closely matched that of careful manual reads by cardiologists, yet did so in a fully automated and highly precise manner. The study demonstrated that QTinno was accurate, precise and reliable for QT determination in this population, which is typical of that used in Thorough QT Studies and other early phase clinical trials.

QTinnoTM performance in complex ECGs. We obtained over 5000 ECGs from patients with a broad range of heart diseases, and ECGs having various artifacts including low-frequency and high-frequency electrical noise, muscle artifact and other confounding factors. We used this set to further improve QTinnoTM performance. This internal study demonstrated that QTinnoTM delivers highly accurate and reproducible results even in very difficult ECGs.

QTinnoTM - Completed External Studies

QTinnoTM performance in drug-induced QT prolongation. This was a re-analysis with QTinnoTM of 1963 ECGs from patients treated with a QT prolonging drug. As was the case in our internal studies, results obtained with QTinnoTM closely matched that of careful manual reads by cardiologists, yet did so in a fully automated and highly precise manner.  No material negative results were found.  It is expected that results from the study will be suitable for presentation at national cardiology meetings, and for submission to a peer-reviewed medical journal.

QTinno TM - Planned External Studies

QTinnoTM performance in Thorough QT Study ECGs. This will be a re-analysis with QTinnoTM of ECGs from a recent Thorough QT Study analyzed by a cardiac safety contract research organization (“CRO”). The study is underway and involves about 7000 ECGs. Results from QTinnoTM will be compared to the results from manual reads previously submitted to the FDA, and to results from an existing automated algorithm, which was not submitted but which is on file with the CRO. It is expected that results from the study will be suitable for presentation at national cardiology meetings, and for submission to a peer-reviewed medical journal.

Upon successful completion of the external validation studies described above, we intend to engage a major CRO potential customer and perform a joint QTinno validation study.

VisualECGTM - Completed Internal Study

European pilot trial of VisualECGTM diagnostic sensitivity for angioplasty-induced ischemia. The study compared sensitivity of the VisualECG TM to the standard ECG in detecting ischemia induced by balloon coronary occlusion. Continuous ECG data was obtained from 51 patients during 117 separate coronary balloon occlusions of at least 90 seconds. The study revealed that the standard ECG became diagnostic for ischemia in 67% of the occlusions, whereas the VisualECGTM was diagnostic in 90%. The gain in sensitivity was most marked for occlusions in the circumflex and right coronary artery distributions, the regions in which the standard ECG has the lowest sensitivity due to sensor distance from the heart.

VisualECG TM - Completed External Study

Beth Israel Deaconess Medical Center (BIDMC) - Harvard University Study of VisualECG TM  in Acute MI. This study addressed whether the standard ECG or the VisualECGTM could more accurately detect early-stage acute MI.  The study included 133 consecutive BIDMC patients with clinically suspected acute MI, who were admitted to the CCU, and who had coronary intervention within 6 hours of admission.  The first ECG obtained in the BIDMC emergency department was retrieved for each patient.  In each instance, this ECG data was used to generate a VisualECG TM. The standard ECG and VisualECG TM were evaluated by independent, blinded observers for indicators of acute MI and results were compared. 

The study showed that the standard ECG in these patients was diagnostic of acute ischemia for about 66% of patients, whereas the VisualECG TM was diagnostic in about 81% of patients.  No material negative results were found.

VisualECG TM - Planned External Studies

VisualECGTM Markers of Ischemia in Emergency Department Patients With Chest Pain. We intend to collaborate with one or more Emergency Departments (ED) to obtain digital ECGs and corresponding clinical information from at least 500 patients presenting to the ED with chest pain from various causes. We intend to use this database to develop a suite of novel markers capable of identifying acute cardiac syndromes with a high degree of sensitivity, specificity and diagnostic predictive value.

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Marketing and Sales

QTinno TM

We intend to market QTinno TM as a fully automated software tool that provides:

· diagnostic speed, requiring only about several to process a typical Thorough QT study, orders of magnitude, substantially faster and less labor-intensive than the current gold standard manual read;

· diagnostic accuracy and precision in assessing amount of drug induced QT prolongation, with results comparable to the current gold standard manual read but with substantially less variance; and

· cost savingsby substantially reducing amount of human labor and time required to conduct Thorough QT studies and other drug cardiac safety studies.

We believe our key target customer segments are the pharmaceutical and biotechnology industries, contract clinical research organizations, and academic clinical research organizations.

We intend to hire an experienced and proven internal sales and marketing organization, commencing in Q1 2008.  We anticipate it will take nine to twelve months to put this corporate infrastructure into place, along with support staff to enable a successful launch of QTinnoTM.

We intend to use traditional and advanced methods to enter the market, supporting a direct sales effort with an integrated marketing plan to raise product and service awareness to assist in generating sales leads. The key components of a branded marketing plan will likely include, for example:

· a public and media relations campaign focused on industry trade journals and business media outlets; appearances at trade shows to make professional presentation and make direct contact with interested prospects;

· maintaining a robust website to reflect our brand and positioning, raise awareness and encourage site visitors to make direct inquiries to us;

· maximizing the number and quality of presentations at high-profile national scientific meetings, such as the American Heart Association, the European Society of Cardiology, the American College of Cardiology, the Heart Rhythm Society and other key professional organizations;

· ensuring high-quality scientific and clinic research and seeking to publish results in top-tier, peer-reviewed scientific journals such as the New England Journal of Medicine, JAMA, Circulation, Journal of the American College of Cardiology, American Journal of Cardiology, American Heart Journal, Clinical Cardiology, and the like;

· retaining respected consultants and medical writers to ensure well written, authoritative review articles in widely read educational journals, such as Progress in Cardiovascular Disease, Clinical Cardiology, Cardiology Today, Drug Information Journal, Good Clinical Practice Journal, and the like.

· retaining independent consultants to develop continuing medical education (CME) presentations at high visibility web sites, such as theheart.org, medscape, vbwg.org, and dia.org.

· internet Advertising, Direct Mail and email, and Webinars to inform interested parties with a closer look at NewCardio products and services. All of these mechanisms will be conducted as part of a branded and integrated marketing campaign and will be measured through an internet-based CRM system that hosts a central prospect and customer database and measures campaign effectiveness.

Research and Development

We plan to focus our short and medium term development efforts on QTinnoTM, Visual ECG TM and CardioBip TM products. In the longer term we will pursue other key markets by researching ways to apply our 3-D ECG modeling and interpretation technology to key cardiovascular conditions and disease.

QTinno TM is nearly ready for commercial deployment. Key areas of further development include input/output user interface to be able to accommodate even larger number of various digital ECG formats and output formats for seamless integration with customer’s data handling systems. It is expected that upcoming validation studies will point out small improvement opportunities for various QTinno TM software building blocks.

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VisualECG TM product development will focus on tools and methods for substantially increasing the specificity of VisualECG TM when compared with the standard 12-lead ECG. The goal of this development is a fully automated VisualECG TM tool that will enable emergency room physicians to obtain much increased diagnostic value when compared with the standard 12-lead ECG. Development areas beyond increased specificity and sensitivity include more precise localization of the ischemic area of the heart as well as a better estimate of the size of the heart attack (infarct).

CardioBip TM products will undergo an electrical and mechanical redesign which will include a software update. The purpose is to further increase noise rejection performance of the device and to deliver a low power system and software design. A key feature that will be pursued is the openness for an easy integration with existing hand held PDA/mobile phone platforms.

Competition

We have many competitors for all three of our main product lines. The largest of these competitors, GE Healthcare, Phillips Medical Systems, Mortara, and Welch-Allyn, have significant competitive advantages in ECG diagnostics and currently control a combined 90+% of the US market. Market advantages of these larger providers include widespread adaptation by hospitals of complete ECG recording, transmission, and data storage systems, of which ECG analysis software is an integral part. This vertical integration makes it difficult for smaller providers of ECG analysis software to gain market share. However, we believe our 3-D approach and novel analytical algorithms offers substantial competitive advantages over the analysis programs of larger ECG service providers, including increases in diagnostic sensitivity, specificity and predictive value for acute coronary syndromes (heart attacks and related conditions), and increased accuracy, precision, and full automation in obtaining data on QT interval effects of drugs, which the FDA requires from all drug developers.

Following are the companies, and products, that we consider to be our primary competitors:

GE Healthcare. The Marquette 12SL ECG Analysis program measures and analyzes recorded cardiac signals, then provides an interpretation of the ECG waveforms. It provides an automated analysis of rhythm and cardiac intervals including QT interval. It also has an algorithm for measuring microvolt T-wave alternants, a specialized form of T-wave analysis that may be used to identify individuals with diseased hearts who would benefit from an implantable defibrillator.

Phillips Medical Systems. The Philips 12-Lead Algorithm analyzes ECG waveforms recorded over a ten-second period, uses the recorded complexes to generate a representative "median beat" in each lead, interprets this derivative information and produces a computer-annotated report. It provides automated analysis of cardiac intervals including QT interval, and supports reporting, storage and transmission of data in XML format that is now required by the U.S. Federal Drug Administration (“FDA”).

Mortara provides the ELI line of ECG hardware, interpretive software marketed under the VERITAS trademark, and the E-Scribe ECG data management system. The latter product is used by the FDA for selective review of ECGs submitted to the FDA ECG warehouse. In addition, Mortara has a Certified Partners Program which allows the partner to use E-Scribe to submit ECG data to the warehouse, and if desired, to use VERITAS and E-scribe to evaluate and annotate the ECGs. The system includes automated analysis of QT intervals and supports reporting, storage and transmission of data in XML format. The Certified Partners and E-Scribe give Mortara a significant competitive advantage in the drug safety market, since they make it convenient for the customer to submit a complete package of digital ECG data in an acceptable format to the FDA.

Welch-Allyn markets ECG hardware (CP-200 systems), interpretive software, and ECG data management software (CardioPerfect Workstations). It commands a significant portion of the clinical diagnostic market but is only infrequently used for clinical research in drug development.

Cardiac Science markets ECG hardware (Eclipse Premier) and centralized ECG data management systems through its wholly-owned Quinton subsidiary. It uses the Mortara VERITAS system as OEM software for ECG analysis (which does not include the E-Scribe battery of ECG submission tools). These systems are not extensively used in clinical research for drug development.

iCardiac, a recently formed company, intends to provide a range of cardiac safety CRO services for Pharma. Its primary ECG interpretive technology is called COMPAS, and is intended to provide novel biomarkers other than QT interval for drug-induced cardiac toxicity. These markers have not yet been validated. Pfizer's capital investment arm recently invested in this company.

OBS Healthcare is a wholly owned subsidiary of Oxford BioSignals, a newly formed, UK-based company. Its products include hospital monitoring devices and BioSign integrated software for providing early warnings of deteriorating patient condition. For cardiac safety and QT analysis, they provide BioQT software for statistical analysis of ECG waveforms based on a proprietary approach (hidden Markov model). ). To date, no validating data is publicly available.

Monebo intends to provide a comprehensive system for real-time assessment of cardiac health. Its products include three subsystems, the CardioBelt, a Holter-type device for ECG acquisition; an ECG analysis algorithm, which detects key events by identifying local minima, maxima, or changes in voltage direction; and risk stratification software which seeks to define risk based on results of ECG analysis. To date, they have not provided validating data for any of their subsystems.

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Intellectual Property

The medical products industry, including medical software and  hardware technology products, places considerable importance on obtaining patent and trade secret protection for new technologies, products and processes. Our success will depend, in part, on our ability to obtain patent protection for our products, to preserve our trade secrets and to avoid infringing the proprietary rights of third parties.

We hold certain patent rights, have certain patent applications pending and expect to seek additional patents in the future.  However, we cannot assure the success or timeliness in obtaining any such patents or the breadth or degree of protection that any such patents might afford us. The patent position of medical software and hardware technology products is often highly uncertain and usually involves complex legal and factual questions. There is a substantial backlog of patents at the United States Patent and Trademark Office. No consistent policy has emerged regarding the breadth of claims covered in medical technology product patents. Accordingly, we cannot assure that patent applications relating to our products or technology will result in patents being issued, that, if issued, such patents will afford adequate protection to our products or that our competitors will not be able to design around such patents. In that regard, a company's research and development efforts, supplemented by the timing protection afforded by protective patents, are what leads to a competitive advantage.

We believe that we own all our intellectual property and proprietary technology.  Most of our intellectual property and proprietary technology was developed by consultants who either developed such intellectual property and proprietary technology for us or assigned all rights to intellectual property and proprietary technology they had previously created to us, in both cases, pursuant to intellectual property invention and assignment agreements.  We believe these invention and assignment agreements are all valid and enforceable in accordance with their terms.  However, we cannot assure that they are valid and enforceable or that they will not be breached, and that we will have adequate remedies for any breach.

We also seek to protect our proprietary technology, including technology that may not be patented or patentable, in part through confidentiality agreements and inventors' rights agreements with collaborators, advisors, employees and consultants.  We cannot assure that these agreements will not be breached, that we will have adequate remedies for any breach or that our trade secrets will not otherwise be disclosed to, or discovered by, competitors.

We have not been required to obtain licenses to patents or other proprietary rights of third parties to develop our products. We cannot assure that licenses will not be required in the future for certain patents or proprietary rights or that such licenses would be made available on terms acceptable to us, if at all.  If we cannot obtain necessary licenses, we may encounter delays in product development and market introductions while we attempt to design around such patents or other rights, or we may be unable to develop, manufacture or sell such products in certain countries, or at all.

The following table summarizes the status of our patents and patent applications as of the date hereof:

App Number/ Filing Date	Brief Summary (Products Covered)	Status
PCT/ YU2004/ 00020 08/20/04	Cordless recording and telecommunication of three special ECG leads and their processing (CardioBipTM)	International Application now being examined in the US, China, Japan, Korea and the European Union (EU) First EU Patent Office Action 12/07: All 33 claims allowable EU Certificate of Patent Grant issued 2/08 EU Patent expires 08/2024
PCT/ US2005/ 001239 16 Jan 05	Visual 3-D  presentation of ECG data (VisualECGTM, QTinnoTM)	International Application now being examined in the China, Japan, Korea and the European Union (EU)
US 11/ 036,930 16 Jan 04	Visual 3-D  presentation of ECG data (VisualECGTM, QTinnoTM)	US Patent Application covering same subject matter as PCT/US2005/001239 International Application US Patent No. 7,266,488 issued 4 Sept 2007 US Patent Expires 01/2025 Application for grant of additional claims (Divisional US Patent Application)  filed 31 August 2007
PCT/ US2007/ 001612 18 Jan 06	Device and methods for evaluating QT intervals (1) and other cardiac electrical events from ECGs (QTinnoTM)	No Patent Office Actions yet received
US Provisional Patent Application	Device and methods for evaluating cardiac electrical events (QTinnoTM)	Filed 8/1/07 Provisional applications not examined but establish an invention priority date, provided that a non-provisional, standard US application is filed by 8/1/08

(1) "QT" is the time interval that is measured on the ECG signal from a part of the signal labeled "Q", start of depolarization, through "T," end of repolarization. 

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At present, our patents and patent applications are supplemented by substantial intellectual property we are currently protecting as trade secrets and proprietary know-how. This includes matter related to all three product lines. We expect to file additional patent applications on a regular basis in the future.

We believe that our intellectual property and expertise constitutes an important competitive resource, and we continue to evaluate the markets and products that are most appropriate to exploit this expertise. In addition, we maintain an active program of intellectual property protection, both to assure that the proprietary technology developed by us is appropriately protected and, where necessary, to assure that there is no infringement of our proprietary technology by competitive technologies.

Government Regulation

Our products are medical devices and, thus, are subject to regulation by the FDA and other regulatory agencies. FDA regulations govern, among other things, the following activities that we perform and will continue to perform in connection with medical devices:

· product design and development;

· product testing;

· product manufacturing;

· product labeling and packaging;

· product handling, storage, and installation;

· pre-market clearance or approval;

· advertising and promotion; and

· product sales, distribution, and servicing.

FDA’s Premarket Clearance and Premarket Approval Requirements.  The FDA classifies all medical devices into one of three classes. Devices deemed to pose lower risks are placed in either class I or II, which requires the manufacturer to submit to the FDA a premarket notification, known as both a PMN and a 510(k) clearance, requesting clearance of the device for commercial distribution in the U.S. Some low risk devices are exempted from this requirement.  Class III devices are devices which must be approved by the pre-market approval (“PMA”) process.  These tend to be devices that are permanently implanted into a human body or that may be necessary to sustain life.  For example, an artificial heart meets both these criteria.  Our products do not fall into Class III categorization.

We believe that QTinno™ falls into the category of devices that are exempt from requiring 510(k) pre-market clearance with the FDA.  This is because QTinno™ neither interacts directly with a patient nor utilized in connection with a patient’s diagnosis and will be for use solely in drug safety applications.  Although this product is a research tool not requiring FDA premarket clearance or premarket approval, how quickly we can commercialize QTinno™ will depend on FDA acceptance of QTinno™ as a viable tool in the cardiac safety research process of drug development. VisualECG™ and CardioBip™ fall into Class II, as they are both electrocardiographs and vectorcardiographs.  They must, therefore, first receive 510(k) clearance or pre-market approval from the FDA before we can commercially distribute them in the U.S.

510(k) Clearance Process. For eachof VisualECG™ and CardioBip™, we must submit a pre-market notification to the FDA demonstrating that the proposed device is substantially equivalent to a previously cleared 510(k) device, a device that was in commercial distribution before May 28, 1976 for which the FDA has not yet called for the submission of pre-market approval applications, or is a device that has been reclassified from class III to either class II or I. If a device being submitted is significantly different than a previously cleared 510(k) device in terms of design, material, chemical composition, energy source, manufacturing process, or intended use, the device nominally must go through PMA.

The FDA’s 510(k) clearance process usually takes at least three months from the date the application is submitted and filed with the FDA, but it can take significantly longer. A device that reaches market via the 510(k) process is not considered to be "approved" by the FDA. They are generally referred to as "cleared" or "510(k) cleared" devices.  Nevertheless, it can be marketed and sold in the United States.

After a device receives 510(k) clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute a major change in its intended use, will require a new 510(k) clearance or could require pre-market approval. The FDA requires each manufacturer to make this determination initially, but the FDA can review any such decision and can disagree with a manufacturer’s determination. If the FDA disagrees with a manufacturer’s determination, the FDA can require the manufacturer to cease marketing and/or recall the modified device until 510(k) clearance or pre-market approval is obtained.

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FDA Rules Governing Electronic Data Submission.   Devices such as QTinno™ that are intended to be used for electronic submission of data to the FDA must comply with 21 CFR Part 11 (“Part 11”).  Part 11 applies to all computer systems that create, modify, maintain, archive or retrieve electronic records required by the FDA as part of an Investigational New Drug (IND) or New Drug Application (NDA) for a drug in development.  Key requirements of 21 CFR Part 11 include:

· Validation.  All computer-related systems must be validated.

· Retention of records.  Electronic records must be retained (and be retrievable) for the same duration of time as applied to the equivalent paper records.

· Security.  Access to electronic records must be restricted to authorized personnel only.

· Audit Trails.All operator entries that create, modify or delete an electronic record must be recorded in a secure, computer-generated audit trail identifying who did what and when they did it.

· Signature form.  Both biometric (e.g. fingerprint, retinal scan) and non-biometric (ID/Password entry) signatures are acceptable. Part 11 lists many specific requirements for ID code/password signatures.

· Signature content.The e-signature should contain the signer's printed name, significance of signature (e.g. approval, rejection etc) as well as the date and time of the signature execution.

· Signature/Record Link.  The e-signature must be linked to the e-record to which it applies. This is to ensure that the e-signature cannot be fraudulently detached or transferred to other records.

· Non repudiation of signatures.  Digital signatures cannot be repudiated by the signer.

Pervasive and continuing FDA regulation. After a medical device is placed on the market, numerous FDA regulatory requirements apply, including, but not limited to the following:

· Quality System regulation, which requires manufacturers to follow design, testing, control, documentation and other quality assurance procedures during the manufacturing process;

· Establishment Registration, which requires establishments involved in the production and distribution of medical devices, intended for commercial distribution in the U.S. to register with the FDA;

· Medical Device Listing, which requires manufacturers to list the devices they have in commercial distribution with the FDA;

· Labeling regulations, which prohibit “misbranded” devices from entering the market, as well as prohibit the promotion of products for unapproved or “off-label” uses and impose other restrictions on labeling; and

· Medical Device Reporting regulations, which require that manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur.

Failure to comply with applicable regulatory requirements can result in enforcement action by the FDA, which may include one or more of the following sanctions:

· fines, injunctions, and civil penalties;

· mandatory recall or seizure of our products;

· administrative detention or banning of our products;

· operating restrictions, partial suspension or total shutdown of production;

· refusing our request for 510(k) clearance or pre-market approval of new product versions;

· revocation of 510(k) clearance or pre-market approvals previously granted; and

· criminal penalties.

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Government regulation of QTinnoTM for drug safety applications. The evaluation of ECGs from clinical trials for drug development are conducted under an Investigational New Drug or New Drug Application. As such, they are governed by The Food Drug and Cosmetic Act and regulations promulgated thereunder, primarily those set forth in Chapter 21 of the Code of Federal Regulations (21 CFR). Although no specific regulations govern use of electrocardiographic analytical tools in drug trials, QTinno must, nevertheless, be compliant with substantial portions of 21 CFR, particularly 21 CFR Part 11 regulating collection and submission of electronic data to the FDA. In addition, key personnel at the FDA must be intimately familiar with QTinno performance and regard it as reliable before drug sponsors.

NewCardio intends to pursue an expedited pathway for validation and market acceptance of QTinno. The Critical Path Initiative is the FDA's program to stimulate a national effort to modernize the drug development process. Improved cardiac safety analysis, including improved ECG assessment, is a prominent feature of this Initiative. To this end, the FDA has recently established the Cardiac Safety Research Consortium (“CSRC”) and a digital warehouse of over 800,000 ECGs submitted by Pharma sponsors in support of various New Drug Applications.

The CSRC is a committee of cardiac safety experts from industry, academia, the FDA, the National Institutes of Health, and other public sector organizations. Its mission is to advance cardiac safety of new and existing drugs, with an initial focus is on QT prolongation and arrhythmia risk. We believe it will play key role in evaluating new cardiac safety technologies such as QTinno, and in assuring that technologies proven to be effective are rapidly disseminated and adapted.

International Regulation. International sales of medical devices are subject to foreign government regulations, which vary substantially from country to country. The time required to obtain approval by a foreign country may be longer or shorter than that required for FDA approval, and the requirements may differ significantly.

The European Union has adopted legislation, in the form of directives to be implemented in each member state, concerning the regulation of medical devices within the European Union. The directives include, among others, the Medical Device Directive that establishes standards for regulating the design, manufacture, clinical trials, labeling, and vigilance reporting for medical devices. The VisualECG and the CardioBip may be affected by this legislation, but we believe that it does not affect development or implementation of QTinno for pharmaceutical development purposes. Under the European Union Medical Device Directive, medical devices are classified into four classes, I, IIa, IIb, and III, with class I being the lowest risk and class III being the highest risk. Under the Medical Device Directive, a competent authority is nominated by the government of each member state to monitor and ensure compliance with the Directive. The competent authority of each member state then designates a notified body to oversee the conformity assessment procedures set forth in the Directive, whereby manufacturers demonstrate that their devices comply with the requirements of the Directive and are entitled to bear the CE mark. CE is an abbreviation for Conformité Européene (or European Conformity) and the CE mark, when placed on a product, indicates compliance with the requirements of the applicable directive. Medical devices properly bearing the CE mark may be commercially distributed throughout the European Union. Failure to obtain the CE mark will preclude us from selling the VisualECG, CardioBip and related products in the European Union.

Employees

As of December 27, 2007 we had two full-time employees and no part-time employees.  Additionally, we have approximately 12 consultants who perform various specialized services for us.  We have five consultants in Belgrade, Serbia, who perform research and development for us.  We have approximately six consultants who perform clinical and regulatory support and compliance for us.  We have one consultant who advises us on sales and marketing and the commercialization of our products.  We also engage consultants for investor relations, accounting and legal services.

DESCRIPTION OF PROPERTY

Our principal executive offices are located at 2350 Mission College Boulevard, Suite 1175, Santa Clara, California, 95054.  We have entered into a 38-month lease for this facility, with an average cost of approximately $5,800 per month. We also work with a research team in Belgrade and reimburse them for space at an approximate cost of $500 per month. We believe that our properties are adequate for our current and immediately foreseeable operating needs. We do not have any policies regarding investments in real estate, securities or other forms of property. 

LEGAL PROCEEDINGS

None.

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MARKET PRICE OF AND DIVDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is traded on the OTCBB under the trading symbol "NWCI.OB."  Trading commenced in our stock on January 4, 2008.  The following table sets forth, for the period indicated, the range of the high and low bid quotations of our common stock, as reported by the OTCBB.  The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.

	2008
	High		Low
1st Quarter	$	2.42		$	1.20
2nd Quarter ( April 1 – April 11)	$	2.10		$	1.85

There were approximately 70 holders of record of our common stock as of April 11, 2008.

We have never declared or paid cash dividends on our common stock and do not expect to pay any dividends on our common stock in the foreseeable future. We currently intend to retain any future earnings for our business. The payment of any future dividends on our common stock will be determined by our Board of Directors and will depend on business conditions, our financial earnings and other factors.

MANAGEMENT’S DISCUSSION AND ANALYSIS

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with our consolidated financial statements and notes thereto which appear elsewhere in this prospectus. The information contained in this MD&A, other than historical information, contains “forward looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995 that are based on management’s current expectations and assumptions. Actual future results could differ materially. This MD&A should also be read in conjunction with the “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS,”  “Risk Factors” and the other documents incorporated by reference in this prospectus.

Financial Condition and Results of Operations

NEWCARDIO, INC

(a development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year ended December 31,
	2007			2006			Change			%
Operating expenses:
Selling, general and administrative	$	1,729,901		$	128,769		$	1,601,132			1243%
Depreciation		594			-			594			0%
Research and development		369,674			246,782			122,892			50%
Total operating expenses		2,100,169			375,551			1,724,618			459%
Net loss from operations		(2,100,169	)		(375,551	)		(1,724,618	)		459%
Other income (expense)
Interest		(7,200,479	)		(2,624	)		(7,197,855	)		274308%
Net loss before income taxes		(9,300,648	)		(378,175	)		(8,922,473	)		2359%
Provision for income taxes		-			-			-			0%
NET LOSS	$	(9,300,648	)	$	(378,175	)	$	(8,922,473	)		2359%

As a development stage company, we have limited capital and limited capital resources.  As we have not generated any revenues from operations from our inception, we are not able to meet our needs for cash by generating cash.  Historically, as a private company, we relied on small, short-term convertible promissory notes and private placements of our securities to fund the development of our technology and products.  As a result of our December 27, 2007, private placement, which we completed shortly after our reverse merger with a public shell corporation, we raised $8,200,000, approximately $7,000,000 net, which we believe will sufficiently fund our operations and business plan into 2009.  However, as a development stage company, it is possible that the money we raised in the private placement will not be sufficient to meet our projected cash flow deficits from operations or to fund the development of our technology and products and we may find ourselves seeking additional financing to meet our capital needs.  Thus, for the most part, comparisons between years are not meaningful.

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By adjusting our operations and development to the level of our capitalization, we spent limited resources in 2006, primarily on clinical and software development of our initial products, QTinno™ and VisualECG™.  As we moved towards a funding strategy we added key resources to support that process and initiate a base to build a sales and marketing organization. We believe that our existing and planned capital resources will be sufficient to fund our current level of operating activities, capital expenditures and other obligations through the next 18 months. However, if during that period or thereafter, we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, including the $6,370,000 from the exercise of the J Warrants on or before December 27, 2008, this could have a material adverse affect on our business, results of operations, liquidity and financial condition.

Selling, general and administrative expenses grew 1243% to $1,730,000 at December 31, 2007, an increase of $1,601,000 from $129,000 in 2006.  The increase includes both cash expenditures for key executives, largely tied to incentives related to closing the reverse merger and related $8,200,000 funding in late December 2007, as well as stock-based non-cash compensation charges.

Research and development expenses grew 50% to $370,000 at December 31, 2007, or approximately $123,000 from $247,000 in 2006.  A significant portion of this increase is attributable to the 2,000 person clinical trial study for QTinno we completed in 2007.  We primarily use consultants to engineer our product development and to conduct our clinical trial studies.  We have also focused resources on the development of VisualECG™.  For strategic timing reasons, no significant work was performed on CardioBip™ during 2006 and 2007.  We plan to increase development efforts and the number of clinical trial studies as well as the size of clinical trial studies for both QTinno™ and VisualECG™ in the future, with the expectation of bringing QTinno™ to market sometime in 2009.  

We intend to market QTinnoTM as a drug development research tool, and not as a clinical or clinical diagnostic device, and hence we believe the FDA premarketing clearance and PMA approval rules will not apply. However, it is likely that QTinnoTM must be compliant with 21 CFR Part 11 rules. Our ability to launch QTinno™ as expected will depend on the successful completion of our external clinical validation studies, successful outcomes to these validation studies, acceptance of this product by the pharmaceutical and CRO community, our ability to put in place a successful sales and marketing infrastructure, and market acceptance by our targeted customers.  How quickly we can commercialize QTinno™ will also depend on (1) the FDA’s acceptance of QTinno™ as a viable tool in the cardiac safety research process of drug development, and (2) the time for QTinno™  to comply with electronic data submission requirements under 21 CFR Part 11.

We believe the VisualECG and CardioBip are both eligible for 510(k) premarket notification clearance as Class II devices.  This belief is supported by specific sections of 21 CFR identifying programmable diagnostic computers (21 CFR 870.1425), electrocardiographs (21 CFR 870.2340), vectorcardiographs (21 CFR 870.2400), and electrocardiographic monitoring devices (21 CFR 870.1425), as Class II devices.  How quickly we can commercialize these products will depend on whether or not (1) we can successfully initiate and execute future clinical trials that validate these devices and (2) the FDA agrees with our assessment that these devices are eligible for 510(k) premarket clearance as Class II devices, and therefore do not require the more lengthy and expensive PMA approval.

Our available working capital and capital requirements will depend upon numerous factors, including progress of our research and development programs, our progress in and the cost of pre-clinical and clinical testing, the timing and cost of obtaining regulatory approvals, the cost of filing and prosecuting patent claims and other intellectual property rights, completing technological and market developments, current and future licensing relationships, the status of our competitors, and our ability to establish collaborative arrangements with other organizations or otherwise establish sales channels to sell our products.

Historically, we have relied principally on the services of consultants and part-time employees.  We currently have three full-time employees and approximately 12 consultants.  We anticipate that it may become desirable to add additional full- and or part-time employees to discharge certain critical functions during the next 12 months.  In order for us to attract and retain quality personnel, we anticipate we will have to hire employees and offer them competitive salaries.  This projected increase in personnel could impact the speed at which we spend our current cash reserves and our ability and timing in bringing products through the research and development and commercialization stages.  As we continue to expand, we will incur additional costs for personnel.

Historically, we have relied on the issuance of equity securities to consultants in exchange for services. Our management enters into equity compensation agreements with non-employees, if it is in our best interest, under terms and conditions consistent with the requirements of Financial Accounting Standards No. 123(R) (revised 2004), "Share-Based Payment" which is a revision of FASB Statement No. 123, "Accounting for Stock-Based Compensation". Statement 123R supersedes APB opinion No. 25, "Accounting for Stock Issued to Employees", and amends FASB Statement No. 95, "Statement of Cash Flows".   In order to conserve our limited operating capital resources, we anticipate continuing to compensate certain non-employees for services using equity or a combination of cash and equity during the next 12 months. Further, stock options will be a key element of employee compensation and, with the increase in our market capitalization as a result of our transition from a private company to a public company, the value of our equity is materially higher. This is expected to have a material increase on our non-cash operating expenses in the results of operations during the next 12 months.

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Interest of $7,200,000 (compared to almost none in 2006) is primarily related to the value of the warrants issued in the December 2007 private placement with instruments associated with debt instruments for accounting purposes.  This included those issued with the $8,200,000 private placement financing (approximately $4,800,000) as well as warrants issued with convertible debt of the private company that was either converted to common stock or paid off at the time of the reverse merger and the December 2007 private placement financing. Included in the interest expense of $7,200,000 was debt acquisition costs of $1,313,000 which include both cash and the value of warrants issued in conjunction with the $8,200,000 private placement financing.

 Critical Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. A summary of the critical accounting policies and the judgments that we make in the application of those policies is presented in Note B to our consolidated financial statements.

Our consolidated financial statements are based on the selection of accounting policies and the application of accounting estimates, some of which require management to make significant assumptions. Actual results could differ materially from the estimated amounts. The following accounting policy is critical to understanding and evaluating our reported financial results:

Accounting for Stock-Based Compensation

We account for our stock options and warrants using the fair value method promulgated by Statement of Financial Accounting Standards No. 123R “Share-Based Compensation” which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services. Therefore, our results include non-cash compensation expense as a result of the issuance of stock options and warrants and we expect to record additional non-cash compensation expense in the future.

Liquidity and Capital Resources

We have incurred losses of $10,455,905 since our inception on September 7, 2004 through December 31, 2007.  These losses stem from expenses associated principally with equity-based compensation to consultants who have provided research and development, marketing, public relations and investor services, acquisition costs and professional service, including legal and accounting fees.  We believe that we will continue to incur net losses and negative cash flow from operating activities for the next two years.

As of December 31, 2007, we had a working capital deficit of approximately $2,600,000.  As a result of operating losses since our inception on September 7, 2004 through December 31, 2007, we generated a cash flow deficit of approximately $1.2 million from operating activities from our inception on September 7, 2004 through December 31, 2007.  Cash flow used in investing activities was primarily related to the purchase of a certificate of deposit for $5,000,000 at the end of December 2007.  We met our cash requirements during this period through the private placement of common stock, the exercise of common stock options, the private placement of preferred stock and the issuance of convertible notes.  We raised a net amount of approximately $7,700,000 during 2006 and 2007, most of which was raised in our December 2007 private placement, which we completed shortly after our reverse merger with Marine Park.

As a result of our December 2007 private placement, we raised a net amount of approximately $7,000,000, which we believe will sufficiently fund our operations and business plan into 2009.  However, as a development stage company, it is possible that the money we raised in the private placement will not be sufficient to meet our projected cash flow deficits from operations or to fund the development and commercialization of our technology and products and we may require additional financing to meet our capital needs.

By adjusting our operations and development to the level of our capitalization, we believe that our existing and planned capital resources will be sufficient to fund our current level of operating activities, capital expenditures and other obligations through the next 18 months. However, if during that period or thereafter, we are not successful in generating sufficient cash flow from operations or in raising sufficient additional capital, on terms acceptable to us, this could have a material adverse effect on our business, results of operations, liquidity and financial condition and may require us to curtail or cease operations.

Our ability to continue operations will depend on whether we are able to raise additional funds through various sources, such as equity and debt financing, including, without limitation, through the exercise of the one-year Series J Warrants issued in the December 2007 private placement financing, collaborative and licensing agreements, strategic alliances, and our ability to realize the full potential of our technology in development. Such additional funds may not become available on acceptable terms, if at all, and there can be no assurance that any additional funding that we do obtain will be sufficient to meet our needs in the long term. We intend to continue to fund operations from cash on-hand and through private placements of our securities. We can give no assurances that any additional capital, if any, that we are able to obtain will be sufficient to meet our needs.

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We may experience fluctuations in operating results in future periods due to a variety of factors, including our ability to obtain additional financing in a timely manner and on terms favorable to us, our ability to successfully develop our business model, the amount and timing of operating costs and capital expenditures relating to the expansion of our business, operations and infrastructure and the implementation of marketing programs, key agreements, and strategic alliances, and general economic conditions specific to our industry.

We also have an outstanding promissory note to a former member of our Board of Directors in the principal amount of $10,316.  The promissory note has a two-year term and an interest rate of 4.9%.  Principal and interest accrued thereon are payable in full on the promissory note’s due date in October 2008.

We believe that we will continue to incur net losses and negative cash flows from operating activities beyond 2008.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

MANAGEMENT AND CERTAIN SECURITY HOLDERS

Directors and Executive Officers

The following table and text sets forth the names and ages of all our directors and executive officers and our key management personnel as of April 11, 2008.  All of our directors serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board of Directors, and are elected or appointed to serve until the next Board of Directors meeting following the annual meeting of stockholders.  Also provided is a brief description of the business experience of each director and executive officer and the key management personnel during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.

Name of Individual	Age	Position with company and subsidiaries	Director or officer since
Branislav Vajdic, Ph.D.	54	Director, President  and Chief Executive  Officer	2004
Mark W. Kroll, Ph.D., FACC, FHRS	55	Chairman of the Board of Directors	2008
Robert N. Blair, M. Inst. P.	65	Director	2006
Patrick Maguire, M.D., Ph.D.	55	Director	2008
Richard D. Brounstein	58	Executive Vice President, Chief  Financial Officer and Secretary	2008

___________

Branislav Vajdic, Ph.D. - President, Chief Executive Officer and director.  Dr. Vajdic is the founding stockholder of NewCardio Technologies.  He served as President and Chief Executive Officer of NewCardio Technologies since October 2006.  Prior to October 2006, Dr. Vajdic was employed for 22 years at Intel. At Intel he held various senior product development management positions. At Intel, he directed Pentium microprocessor and flash memory development teams, and was the inventor on several key flash memory design patents held by Intel. He holds a Ph.D. in electrical engineering from the University of Minnesota.

Mark W. Kroll, Ph.D., FACC, FHRS - Chairman of the Board of Directors.  Dr. Kroll became a member of our Board and Chairman of the Board of Directors on March 18, 2008.  Dr. Kroll is well-known throughout the global medical device industry as a top technology expert, particularly in the area of implantable cardioverter defibrillators (ICD).  Dr. Kroll is the named inventor on over 260 U.S. patents as well as numerous international patents.  He is co-author of the books Implantable Cardioverter Defibrillator Therapy (1996), and Cardiac Bioelectric Therapy (in press), contributor to treatises, public speaker and author of more than 150 papers, and abstracts.  Dr. Kroll most recently served as the Senior Vice President and Chief Technology Officer for the Cardiac Rhythm Management division of St. Jude Medical Inc.  Prior to that, he served as Vice President of the Tachycardia Business division and in various senior executive roles within St. Jude from 1995 through his retirement in 2005.  Previously, he served as Vice President of Research for the Angemed division of Angeion, Inc., where he was instrumental in the development of the technology which led to the first ICD smaller than 90 ml in volume.  Dr. Kroll has been listed in 'Who's Who in Science and Engineering' since 1992, has been named a Fellow of both the American College of Cardiology and the Heart Rhythm Society, and serves as a member of the Board of Directors of two other publicly traded companies.  At present, he holds the position of Distinguished Faculty at the UCLA Anderson School of Business Creativity and Innovation annual program, and serves as an Adjunct Full Professor of Biomedical Engineering and Lecturer on Cardiovascular Physiology at California Polytechnic University-San Luis Obispo, California, and as an Adjunct Full Professor of Biomedical Engineering at the University of Minnesota. Dr. Kroll is also a director of Haemonetics Corporation and Taser International, Inc.

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Robert N. Blair, Member of the Institute of Physics (M.Inst.P.) - Director.  Mr. Blair served as a member of the Board of Directors of NewCardio Technologies from its inception in September 2004 through August 2005 and again since July 2006.  He was appointed Chairman of the Board of Directors in July 2006.  Mr. Blair was Chairman of the Board of Directors until his successor Dr. Kroll, Ph.D. was appointed on March 18, 2008.  Mr. Blair serves as the Chairman and Chief Executive Officer of Mobi33, Inc., a private internet based advertising company which was co-founded by Mr. Blair, in 2007. Prior to that, Mr. Blair served as the Chairman and Chief Executive Officer of VivoMedical Inc., a private medical device company, which was co-founded by Mr. Blair, from 1999 through 2006. He served as the Chief Executive Officer and director of Crosspoint Solutions Inc. from 1995 through 1996. Mr. Blair served as the Chief Executive Officer and director of LSI Logic Europe PLC from 1984 until 1989. Mr. Blair has degrees in Applied Physics from the Anglia Ruskin University in the United Kingdom and from The London Institute of Physics in the United Kingdom.

Patrick Maguire, M.D., Ph.D. – Director.  Dr. Maguire became a member of our Board of Directors on March 18, 2008.  Dr. Maguire has served as Chief Executive Officer and President of CyberHeart Inc. since 2006.  He joined CyberHeart following the acquisition of the oncology assets of Targent Incorporated, where Dr. Maguire served as President, Chief Executive Officer and director since 2002.  Dr. Maguire oversaw the in-licensing of three compounds and the out-licensing of another, prior to the acquisition of the company.  Prior to joining Targent, Dr. Maguire was Vice President of Medical Affairs and Technology Development at VitaGen Incorporated, where he oversaw the preparation of IND’s, NDA’s, and IDE’s and managed VitaGen’s clinical trials in acute and chronic liver failure as well as medical and industry collaborations. He is a cardiovascular and thoracic surgeon and has acted as a principal investigator for medical devices and associated clinical trials. Dr. Maguire is a fellow of the American and Royal College of Surgeons and a member of more than 20 medical, academic and business societies.  Dr. Maguire received an AB degree from Wesleyan University, an MD and PhD (Physiology and Biophysics) degrees from Georgetown University and an MBA degree from Pepperdine University. He completed surgical and cardiovascular fellowships at The Peter Bent Brigham Hospital, Harvard University, and Stanford University.

Richard D. Brounstein – Executive Vice President, Chief Financial Officer and Secretary.  Mr. Brounstein became our principal financial officer and Secretary on a part-time basis on January 23, 2008.  He took on his current role on a full-time basis on March 1, 2008.  From June 2001 through November 2007, Mr. Brounstein held several positions at Calypte Biomedical Corporation, a publicly traded medical device company, including Chief Financial Officer and most recently, Executive Vice President.  Mr. Brounstein currently serves as a Director of The CFO Network, a financial advisory firm.  In January 2007, Mr. Brounstein was appointed as the National Member Representative for Financial Executives International (FEI) on the 2007 COSO Monitoring Project, a task force developing tools for monitoring internal financial controls. In March 2005, Mr. Brounstein was appointed to the SEC Advisory Committee on Smaller Public Companies.  Mr. Brounstein earned his Certified Public Accountant (CPA) certification while working at Arthur Andersen, formerly a public accounting firm.  Mr. Brounstein holds a B.A. in Accounting and an M.B.A. in Finance, both from Michigan State University.

EXECUTIVE COMPENSATION

The following table sets forth all compensation we awarded or paid to all individuals serving as our chief executive officer and those individuals who received compensation in excess of $100,000 per year for the fiscal year ended December 31, 2007 (collectively, the “Named Executives”) for the fiscal years ended December 31, 2007 and 2006.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards		Option awards ($)		Total ($)
(a)	(b)	(c)		(d)		(e)(1)		(f)(1)		(j)
Branislav Vajdic, President,	2007	$	217,500	$	97,150	$	--	$	125,532	$	440,182
Chief Executive Officer and director(2)	2006	$	--	$	--	$	--	$	--	$	--
Kenneth Londoner, Executive Vice	2007	$	210,000	$	88,200	$	336,000	$	29,160	$	663,360
President of Corporate Business Development(3)	2006	$	--	$	--	$	--	$	--	$	--
David Stefansky, President, Chief	2007	$	--	$	--	$	--	$	--	$	--
Executive Officer and Chief Financial
Officer(4)
Robert Long, President and	2006	$	32,430	$	--	$	--	$	--	$	32,430
Chief Executive Officer(5)

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(1)

This is the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with FAS 123R.  Mr. Vajdic was granted options to purchase 880,000 shares of common stock at $0.02 per share pursuant to a consulting agreement we had with him dated March 1, 2007 and 1,000,000 at $0.22 per share pursuant to his employment agreement dated November 1, 2007.  Mr. Londoner purchased 4,200,000 shares of our common stock for $84,000, and received $336,000 as a stock award based on the value of the services rendered.  The shares are subject to a repurchase option by us, pursuant to a restricted stock purchase agreement dated June 4, 2007, as amended on September 15, 2007.  At December 31, 2007, 192,000 shares remain subject to the repurchase option.  Mr. Londoner also was granted a stock option to purchase 750,000 shares of common stock at $0.22 per share pursuant to his employment agreement with us.

(2)

Branislav Vajdic’s salary includes the monthly salary of $12,000 he received from July 1, 2007 through December 27, 2007, plus compensation he earned under his employment agreement with us dated November 1, 2007.  Under his employment agreement, Mr. Vajdic earned a mandatory bonus, which we have treated as salary (because he earned it in lieu of the annual salary of $290,000 he was entitled to under his employment agreement upon the closing of our December 27, 2007 PIPE financing).   Mr. Vajdic received a lump sum payment equal to $217,500, his annual salary prorated from April 1, 2007, minus the monthly salary he received from July 1, 2007.  Mr. Vajdic also received a performance-based bonus under his employment agreement based on reaching certain milestones enumerated in his employment agreement.  The Board of Directors determined his bonus as a percentage of his base salary based on the formula set forth in his employment agreement.  His bonus equaled 33.5% of his base salary.  The bonus formula range was 0% to 37.5%.

(3)	Kenneth Londoner resigned as Executive Vice President of Corporate Business Development on December 20, 2007.  Mr. Londoner continues to be employed as Senior Director of Business Development, although he is no longer a Named Executive.  Mr. Londoner’s salary includes the monthly salary of $10,000 he received from July 1, 2007 through December 27, 2007, plus compensation he earned under his employment agreement with us dated October 31, 2007.  Under his employment agreement, Mr. Londoner earned a mandatory bonus, which we have treated as salary (because he earned it in lieu of the annual salary of $280,000 he was entitled to under his employment agreement upon the closing of our December 27, 2007 PIPE financing).  Mr. Londoner received a lump sum payment equal to $210,000, his annual salary prorated from April 1, 2007, minus the monthly salary he received from July 1, 2007.  Mr. Londoner received a performance-based bonus under his employment agreement, based on reaching certain milestones enumerated in his employment agreement.  The Board of Directors determined his bonus as a percentage of his base salary based on the formula set forth in his employment agreement. His bonus equaled 31.5% of his base salary.  The bonus formula range was 0% to 37.5%.
(4)	David Stefansky was President, Chief Executive Officer and Chief Financial Officer of our predecessor, Marine Park, from November 17, 2006 until his resignation on December 27, 2007.  Mr. Stefansky is a also a principal of Harborview Advisors, LLC, an affiliate of one of the selling stockholders.
(5)	Robert Long was President and Chief Executive Officer of our predecessor, Marine Park, until his resignation on November 16, 2006, in connection with the sale of 99% of the capital stock of Marine Park to affiliates of one of the selling stockholders.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth information concerning equity awards granted to the Named Executive Officers that are outstanding at December 31, 2007.

Name	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Option Exercise Price	Option Expiration Date
(a)	(b)	(c)(1)	(e)	(f)
Branislav Vajdic, President,	81,250 (A)	18,750	$0.001	09/24/14
Chief Executive Officer and	880,000 (B)	0	$0.02	03/09/17
Director	55,556 (C)	944,444	$0.22	10/31/17
Kenneth Londoner, Senior	41,667 (C)	708,333	$0.22	10/30/17
Director of Business Development (2)

______

(1)   All awards were made under the Plan.  The following footnotes set forth the vesting dates for the outstanding option awards (vesting generally depends upon continued employment and accelerates upon a change of control, as defined in the Plan):

A. Options vest in equal monthly increments over 48 months or 1/48 per month.

B.	Options are fully vested.
C.	Options vest in equal monthly increments over 36 months or 1/36 per month.

(2)   Kenneth Londoner is included in this table because he was a Named Executive until December 20, 2007.

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COMPENSATION OF DIRECTORS

Name	Option awards ($)	Total ($)
(a)	(d)	(j)
Branislav Vajdic, Ph.D.	--	--
Robert N. Blair, M.Inst.P.	$6,221	$6,221

____________

(1)       This is the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with FAS 123R.  Mr. Blair was granted options to purchase 250,000 shares of common stock at $0.01 per share on July 19, 2006, pursuant to the Plan.

Our directors are entitled to the following compensation:

A new chairman of the board of directors receives a nonstatutory stock option to purchase 400,000 shares of common stock under the Plan, exercisable at the then fair market value of a share of common stock (as measured by the closing price of a share of common stock as quoted on the OTCBB on the date of such appointment).  Provided there is Continuous Service (as defined in the Plan), the option vests over 4 years, in equal monthly increments, commencing on the date of appointment,  In the event of a Corporate Transaction (as defined in the Plan), any then unvested shares shall immediately accelerate and vest in full.

Other new board members receive a nonstatutory stock option to purchase 100,000 shares of common stock under the Plan, exercisable at the then fair market value of a share of common stock (as measured by the closing price of a share of common stock as quoted on the OTCBB on the date of such appointment).  Provided there is Continuous Service (as defined in the Plan), the option vests over 4 years, in equal monthly increments, commencing on the date of such appointment.  In the event of a Corporate Transaction (as defined in the Plan), any then unvested shares shall immediately accelerate and vest in full.

Each non-employee board member who is appointed to serve on a committee of the board in a chairman capacity receives an annual nonstatutory stock option to purchase 10,000 shares of common stock under the Plan, exercisable at the then fair market value of a share of common stock (as measured by the closing price of a share of common stock as quoted on the OTCBB on the date of such appointment), fully vested as of the date of such appointment.

Each non-employee board member who is appointed to serve on a committee of the board in a non-chairman capacity receives an annual nonstatutory stock option to purchase 5,000 shares of common stock under the Plan, exercisable at the then fair market value of a share of common stock (as measured by the closing price of a share of common stock as quoted on the OTCBB on the date of such appointment), fully vested as of the date of such appointment.

We pay each non-employee member of the board $1,500 in connection with attending in person meetings of the board, plus the board member’s reasonable, documented travel fees and expenses incurred in accordance with our standard reimbursement policy.

Potential Payments Upon Termination

Branislav Vajdic

Under the terms of his employment agreement dated November 1, 2007, if Branislav Vajdic is “terminated other than for cause” or if he “voluntarily resigns for good reason” (as those terms are defined in his employment agreement), he is entitled to three years of “total cash compensation” less cash compensation he receives under the employment agreement.  “Total cash compensation” includes his base salary plus any cash bonuses, similar payments and benefits accrued to him.

Kenneth Londoner

Under the terms of his employment agreement dated October 31, 2007, if Kenneth Londoner is “terminated other than for cause” (as that term is defined in his employment agreement), he is entitled to three years of “total cash compensation” less cash compensation he receives under the employment agreement.  “Total cash compensation” includes his base salary plus any cash bonuses and similar payments owed to him.   If he “voluntarily resigns,” he will receive base salary and benefits for a 30-day period, in addition to all accrued compensation.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of shares of common stock beneficially owned as of March 21, 2008 by (i) those persons or groups known to us to beneficially own more than 5% of our common stock; (ii) each director; (iii) each executive officer; and (iv) all directors and executive officers as a group. The information is determined in accordance with Rule 13d-3 promulgated under the Exchange Act based upon information furnished by persons listed or contained in filings made by them with the SEC or by information provided by such persons directly to us. Except as indicated below, each of the stockholders listed below possesses sole voting and investment power with respect to their shares and the address of each person is c/o NewCardio, Inc., 2350 Mission College Boulevard, Suite 1175, Santa Clara, California, 95054.

Name of Beneficial Owner	Common Stock Beneficially Owned (1)		Percentage of Common Stock (2)
Branislav Vajdic, Ph.D. (3)		8,448,077		41.74%
Richard Brounstein (4)		55,000		0.27%
Robert N. Blair, M.Inst.P. (5)		634,889		3.14%
Mark W. Kroll, Ph.D., FACC, FHRS (6)		16,667		0.08%
Patrick Maguire, M.D., Ph.D. (7)		4,167		0.02%
Nenad Macvanin (8)		3,562,000		17.60%
Kenneth Londoner (9)		2,040,546		10.08%
E4, LLC		1,915,546		9.47%
Milic Petkovic		1,488,579		7.36%
Bosko Bojovic (10)		1,351,166		6.68%
All officers and directors as a group (5 persons)		9,158,800		45.26%

____________

(1)	Includes stock option grants made to officers, directors, employees and/or consultants under the Plan.  All options listed in this table were granted under the Plan.
(2)	Applicable percentage ownership is based on 20,237,522 shares of common stock outstanding as of March 21, 2008, together with securities exercisable or convertible into shares of common stock within 60 days of March 21, 2008 for each stockholder. Shares of common stock that are currently exercisable or exercisable within 60 days of March 21, 2008 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
(3)	Includes options to purchase 1,136,250 shares of common stock and warrants to purchase 2,000 shares of common stock.
(4)	Includes options to purchase 55,000 shares of common stock.
(5)	Includes options to purchase 34,583 shares of common stock and warrants to purchase 135,500 shares of common stock.  Shares were acquired upon exercise of options.
(6)	Includes options to purchase 16,667 shares of common stock.
(7)	Includes options to purchase 4,167 shares of common stock.
(8)	Includes warrants to purchase 2,092,000 shares of common stock.
(9)	Includes options to purchase 125,000 shares of common stock.
(10)	Includes options to purchase 69,792 shares of common stock.

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Securities Authorized for Issuance Under Equity Compensation Plans

The following table shows information with respect to each equity compensation plan under which our common stock is authorized for issuance as of the fiscal year ended December 31, 2007.

EQUITY COMPENSATION PLAN INFORMATION

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
	(a)	(b)	(c)
Equity compensation plans approved by security holders	3,796,959	$0.12	5,301,647
Equity compensation plans not approved by security holders	------	------	------
Total	3,796,959	$0.12	5,301,647

STOCK GRANTS AND STOCK OPTIONS

On September 25, 2004, the Plan was adopted and approved by our board of directors and stockholders.  The Plan authorizes 10,300,106 shares of common stock to be granted to employees, officers, consultants and directors.  We filed a Form S-8 on March 6, 2008, related to this Plan.  Stock options to purchase an aggregate of approximately 5,200,000 shares (5,000,000 net of cancellations) under the Plan have been granted over the years and as of December 31, 2007, options to purchase an aggregate of 1,514,078 shares are exercisable.

In September 2004, we issued 3,436,794 shares of common stock to founders and consultants in exchange for services and intellectual property at $0.001 per share. In November 2004, consultants and founders exercised options to purchase 300,000 shares of common stock.

Stock options issued to consultants have generally been for R&D and clinical support services, with some administrative, accounting, legal and investor relations services. In 2005, we granted options to 11 consultants to acquire 717,500 shares of common stock at the exercise price of $0.01 per share.  In 2006, we granted options to five consultants to acquire 205,000 shares of common stock at the exercise price of $0.01 per share.  In 2007, we granted options to acquire 480,000 shares of common stock to six consultants at exercise prices ranging from $0.01 per share in March 2007 to $0.22 per share in the fourth quarter of 2007.  In March 2008, we granted options to six consultants to acquire 320,000 shares of common stock at the market price on date of grant.  Most of these options vest in equal monthly increments over 48 months, although a few have a one year cliff or a shorter vesting schedule.

In March 2006, we issued 278,375 shares of common stock, valued at $0.10 per share, to consultants for services rendered.  In October 2006, we issued 75,000 shares of common stock, valued at $0.10 per share, to consultants for services rendered.  On October 29, 2006, we issued 75,000 shares of common stock to a consultant, valued at $0.10 per share, for services rendered.

In June 2007, in connection with his initial employment with us and appointment to our board of directors, we sold 4,200,000 shares of common stock to Mr. Londoner, valued at $0.10 per share, for $0.02 per share, or $84,000.  The remaining $0.08 per share value was issued to the consultant as compensation for services rendered.  The shares are subject to a repurchase right that diminishes when certain events occur.  192,000 shares remain subject to our repurchase right.  In September 2007, we sold 1,475,631 shares of common stock to E4, LLC, a consultant, valued at $0.10 per share, for $0.02 per share for cash, or $29,513. The remaining $0.08 per share value was issued to the consultant as compensation for services rendered.  25% of the shares were fully vested at the time of sale.  The remaining shares are subject to a repurchase right that diminishes over a 36 month period, so long as the consultancy continues.  The consultant also receives monthly cash payments as part of its consulting agreement.  In both these cases, the difference between cash received for the sale of the common stock and the estimated fair value of $0.08 per share was recorded as stock-based compensation.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 21, 2005, Dr. Vajdic, Mr. Blair and Samuel George, M.D., each an officer and/or member of our board of directors, participated in a private placement we made to accredited investors under Rule 506 of Regulation D of the Securities Act, in which we sold a total of 839,790 shares of Series A-2 Preferred Stock at the net purchase price of $0.094 per share.  Dr. Vajdic, Mr. Blair and Dr. George purchased an aggregate of 669,790 of the shares.  The shares of Series A-2 Preferred Stock were valued at $0.10 per share.  In this private placement, Dr. Vajdic, Mr. Blair and Dr. George also received five years warrants to purchase 2,592,000 shares of common stock at the exercise price of $0.10 per share.  Additionally, we issued 1,752,210 shares of the Series A-2 Preferred Stock to Dr. Vajdic, as reimbursement for previously incurred expenses and for services rendered.

In October 2006, Peter Steiger, a former member of our board of directors, made a loan to us in the principal amount of $10,316 pursuant to the terms of a promissory note.  The promissory note has a two-year term and an annual interest rate of 4.9%.  Principal and interest accrued thereon are payable in full on the promissory note’s due date in October 2008.

On November 16, 2006, Robert Long, the principal stockholder of our predecessor, Marine Park, and 31 other stockholders, sold an aggregate of 10,830,600 shares of Marine Park’s common stock, representing 99% of the outstanding shares, Harborview purchased 89.4% of the stock and Diverse Trading Ltd.(“Diverse”) purchased 9.1%, for an aggregate purchase price of $685,000.  Simultaneously with the change in ownership, principals of an affiliate of Harborview were elected as directors and officers of Marine Park.

On February 12, 2007, we issued 6% subordinated convertible promissory notes in exchange for an aggregate amount of $2,500 and five-year warrants to purchase 5,000 shares of common stock at the exercise price of $0.50 per share to Messrs. Steiger and Blair in a private placement, under Rule 506 of Regulation D of the Securities Act,. The effective interest rate of the notes at the date of inception was 6.22% per annum.On December 27, 2007, the subordinated convertible notes and accrued and unpaid interest were converted into 2,768 shares of common stock at the conversion price of $0.95 per share.

On December 27, 2007, as part of the Share Exchange, an aggregate of 9,445,015 shares of our common stock was returned to treasury and retired, out of a total of 11,000,000 issued and outstanding shares.  Harborview returned 9,325,000 of the shares of common stock.  Of the 1,554,985 shares that remained issued and outstanding after the retirement of the shares, Harborview kept 505,600 shares, 2.5% of our total outstanding capital stock at December 27, 2007.  The stockholders of NewCardio received 18,682,537 shares, 92% of our total outstanding capital stock at December 27, 2007, in the Share Exchange.

Harborview participated in our December 27, 2007 private placement.  It purchased 250 shares of Series A Preferred Stock and a Series A warrant to purchase 157,896 shares for $250,000, on the same terms and conditions as all the other purchasers in the private placement.  Harborview was paid $55,000 for due diligence fees it incurred in the private placement.

DIRECTOR INDEPENDENCE

The Board of Directors has analyzed the independence of each director and has determined that the following directors are independent under the NASDAQ Stock Market LLC ("NASDAQ") rules and have no direct or indirect material relationships with us:

Mark W. Kroll, Ph.D. FACC, FHRS

Robert N. Blair, M.Inst.P.

Patrick Maguire, M.D., Ph. D.

In particular, the Board of Directors has determined that these directors have no relationships that would cause them not to be independent under the specific criteria of Section 4200(15) of the NASDAQ Manual.

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 INCORPORATION BY REFERENCE

The Commission allows us to “incorporate by reference" the information we file with it which means that we can disclose important information to you by referring you to those documents.  The information incorporated by reference is considered to be part of this prospectus.

o     Our Annual Report filed on Form 10-KSB/A for the fiscal year ended December 31, 2007;

o     Our Registration Statement on Form S-8 filed on March 6, 2008 and Post Effective Amendment No. 1 thereto filed on March 7, 2008;

o     Our Current Reports on Form 8-K filed on January 4, 2008, January 22, 2008,  February 2, 2008, February 5, , 2008, February 11, 2008 and  March 21,  2008.

We will provide, without charge, to each person to whom a copy of this prospectus is delivered, upon such person's written or oral request, a copy of any and all of the documents incorporated by reference in this prospectus (other than exhibits to such documents, unless  such exhibits are specifically incorporated by reference into the information that this prospectus incorporates.  Such requests should be directed to:  NewCardio, Inc., 2350 Mission College Blvd., Suite 1175, Santa Clara, CA, 95054, Attention: President, (408) 621-9465

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the Commission a registration statement on this Amended Form S-1/A (No. 1) under the Securities Act, with respect to the common stock offered by this prospectus.  This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules.  For further  information  regarding us and the shares  offered  hereby,  please  refer  to  the  registration  statement.   The statements in this prospectus are qualified in their entirety by reference to the contents of any agreement or other document incorporated in this prospectus by reference.  You may  inspect a copy of the  registration  statement  without charge at the Commission's principal  offices,  and you may obtain copies of all or any part of the  registration  statement  from such office upon  payment of the fees prescribed by the Commission.

In addition, after the effective date of this prospectus, we will be required by the Exchange Act to file annual, quarterly, and current reports, and other information with the Commission.  You may read and copy any reports, statements or other information we file at the Commission’s public reference facility maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the Commission. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings are also available to the public through the Commission Internet site at http\\www.sec.gov. These filings may be inspected and copied (at prescribed rates) at the Commission's Public Reference Room at Judiciary  Plaza,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

We have a provision in our charter, by-laws, or other contracts providing for indemnification of our officers and directors. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any such action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

LEGAL MATTERS

Sichenzia Ross Friedman Ference LLP, New York, New York will issue an opinion with respect to the validity of the shares of common stock being offered hereby.

EXPERTS

Our financial statements as of December 31,2007 and 2006, and for the period September 7, 2004 (date of inception) through December 31, 2007, have been included herein in reliance upon the report of RBSM LLP, independent registered public accounting firm, appearing elsewhere herein, and upon authority of said firm as experts in accounting and auditing.

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CHANGE IN AUDITOR

Previous independent registered public accounting firm

Our financial statements for the year ended December 31, 2005 were audited by another registered public accounting firm.

The report of the Li & Company, P.C. on our financial statements as of and for the year ended December 31, 2006 contained an explanatory paragraph which noted that there was substantial doubt as to our ability to continue as a going concern as we were inactive, had ceased operations and discontinued all business activities.

During the year ended December 31, 2006 and through January 4, 2008, we have not had any disagreements with the Li & Company, P.C. on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the Li & Company, P.C.’s satisfaction, would have caused them to make reference thereto in their reports on our financial statements for such year.

During the year ended December 31, 2006 and through January 4, 2008, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

On January 4, 2008, we advised Li & Company, P.C. that it was dismissed as our independent registered public accounting firm. The decision to dismiss Li & Company, P.C. as our independent registered public accounting firm was approved by our Board of Directors on January 4, 2008. Except as noted in the paragraph immediately below, the reports of the Li & Company, P.C. on our financial statements for the year ended December 31, 2006 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.

New independent registered public accounting firm

On January 4, 2008, we engaged RBSM LLP as our independent registered public accounting firm for our fiscal year ended December 31, 2007. The decision to engage RBSM LLP as our independent registered public accounting firm was approved by our Board of Directors.

During the two most recent fiscal years and through the January 3, 2008, we had not consulted with RBSM LLP regarding either:

1. the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that RBSM LLP concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or

2. any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-K and the related instruction to Item 304 of Regulation S-K, or a reportable event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-K.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the estimated costs and expenses to be incurred in connection with the issuance and distribution of the securities registered under this registration statement. All amounts are estimates except the Commission registration fee. The following expenses will be borne solely by us.

Commission registration fee	$	710.67
Printing and engraving expenses	$	10,000.00
Legal fees and expenses	$	50,000.00
Accounting fees and expenses	$	30,000.00
Miscellaneous expenses	$	5,000.00
Total	$	95,710.67

We have agreed to bear expenses incurred by the selling stockholders that relate to the registration of the shares of common stock being offered and sold by the selling stockholders.

Item 14. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law, as amended, authorizes us to indemnify any director or officer under certain prescribed circumstances and subject to certain limitations against certain costs and expenses, including attorney's fees actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which a person is a party by reason of being a director or officer, if it is determined that such person acted in accordance with the applicable standard of conduct set forth in such statutory provisions. Our Certificate of Incorporation contains provisions relating to the indemnification of director and officers and our by-laws extend such indemnities to the full extent permitted by current law. We may also purchase and maintain insurance for the benefit of any director or officer, which may cover claims for which we could not indemnify such persons.

Item 15. Recent Sales of Unregistered Securities

During the last three years, we have issued the following securities that were not registered under the Securities Act:

On December 27, 2007, we sold 8,200 shares of non-voting Series A Preferred Stock (the “Preferred Stock”) for $8,200,000 to six accredited investors in a private placement exempt from registration under Rule 506 of Regulation D of the Securities Act.  The Preferred Stock is convertible into an aggregate of 8,631,579 shares of our common stock.  Holders of the Preferred Stock are entitled to receive dividends at the rate per share of 10% per annum of the stated value, payable quarterly, in cash or shares of common stock, or a combination of cash and shares of common stock, at our election.  Purchasers of the Preferred Stock were issued five-year Series A warrants to purchase 5,178,949 shares of our common stock at an exercise price of $1.14 per share. The two largest investors also received a one-year Series J warrants to purchase 5,157,895 shares of our common stock at an exercise price of $1.235 per share and five-year Series J-A warrants to purchase 3,094,737 shares of our common stock at an exercise price of $1.425, the Series J-A warrants may only be exercised if, and after, the J Warrants are exercised.  We paid finders’ fees of $674,000 and issued to finders five-year warrants to purchase 604,211 shares of our common stock at the exercise price of $0.95 per share.

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On December 27, 2007, we entered into a share exchange with the stockholders of NewCardio Technologies, in a transaction exempt from registration under the Securities Act in reliance on Section 4(2) thereunder, pursuant to which the stockholders of NewCardio Technologies exchanged all of the issued and outstanding capital stock of NewCardio Technologies for 18,682,537 shares of our common stock, representing 92% of our outstanding capital stock, after the return to treasury and retirement of 9,445,015 shares of our common stock held by certain stockholders of Marine Park made concurrently with the Share Exchange.

On June 27, 2007, in a private placement only to accredited investors under Rule 506 of Regulation D of the Securities Act, we issued a 5% subordinated convertible promissory note in the aggregate amount of $250,000.  On July 31, 2007, in a private placement only to accredited investors under Rule 506 of Regulation D of the Securities Act, we issued a 5% subordinated convertible promissory note in the aggregate amount of $25,000. On September 21, 2007, in a private placement only to accredited investors under Rule 506 of Regulation D of the Securities Act, we issued a 5% subordinated convertible promissory note in the aggregate amount of $60,000.  On November 29, 2007, in a private placement only to accredited investors under Rule 506 of Regulation D of the Securities Act, we issued a 5% subordinated convertible promissory note in the aggregate amount of $8,000. On December 5, 2007, in a private placement only to accredited investors under Rule 506 of Regulation D of the Securities Act, we issued a 5% subordinated convertible promissory note in the aggregate amount of $50,000. All the 5% subordinated convertible notes carried a premium factor of 1.10, along with accrued and unpaid interest, the latter only payable on notes redeemed in cash.  On December 27, 2007, we issued 242,317 shares of common stock at $0.7125 per share in exchange for $156,957 of subordinated convertible notes and accrued and unpaid interest thereon.  We paid cash for the remainder of the $300,000 of subordinated convertible notes and accrued and unpaid interest thereon, including the 10% payoff fee.   We issued an aggregate of 592,131 additional shares of common stock, plus five-year warrants to purchase (i) 592,131 shares of common stock at the exercise price of $0.96 per share and (ii) 473,705 shares of common stock at the exercise price of $1.15 per share.  

In April 2007, in a private placement only to accredited investors under Rule 506 of Regulation D of the Securities Act, we issued a 8% subordinated convertible promissory note in the aggregate amount of $50,000.   In May 2007, in a private placement only to accredited investors under Rule 506 of Regulation D of the Securities Act, we issued a 8% subordinated convertible promissory note in the aggregate amount of $12,000.  On September 21, 2007, these notes, along with accrued interest of $1,957, were converted into 5% subordinated convertible notes as described above and were converted into shares of common stock and/or paid off on December 7, 2007 as more specifically described above.

On February 12, 2007, in a private placement to Mr. Steiger and Mr. Blair, members of our board of directors, under Rule 506 of Regulation D of the Securities Act, we issued 6% subordinated convertible promissory notes in the aggregate amount of $2,500 and five-year warrants to purchase 5,000 shares of common stock at the exercise price of $0.50 per share. The effective interest rate of the notes at the date of inception was 6.22% per annum. On December 27, 2007, the subordinated convertible notes and accrued and unpaid interest were converted into 2,768 shares of common stock at the conversion price of $0.95 per share.

On August 3, 2006, in a private placement only to accredited investors under Rule 506 of Regulation D of the Securities Act, we issued 6% subordinated convertible promissory notes in the aggregate amount of $20,000 and five-year warrants to purchase 20,000 shares of common stock at the exercise price of $0.50 per share.  The effective interest rate of the notes at the date of inception was 6.52% per annum.  Members of our board of directors purchased 25% of the securities offered in this private placement.  On December 27, 2007, the subordinated convertible notes and accrued and unpaid interest were converted into 22,815 shares of common stock at the conversion price of $0.95 per share.

On June 21, 2005, in a private placement only to accredited investors under Rule 506 of Regulation D of the Securities Act, we sold 839,790 shares of Series A-2 Preferred Stock at the net purchase price of $0.094 per share, including 669,790 shares to Dr. Vajdic, Mr. Blair and Dr. George, officers and/or members of our board of directors.  The shares of Series A-2 Preferred Stock were valued at $0.10 per share.We issued to the Series A-2 Preferred Stockholders five years warrants to purchase 2,592,000 shares of common stock at the exercise price of $0.10 per share.  On December 27, 2007, the Series A-2 Preferred Stock was converted into 2,592,000 shares of common stock.

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Item 16.  Exhibits and Financial Statement Schedules.

3.1	Certificate of Incorporation of EP Floors, Inc., originally filed as Exhibit 3.1a to Registrant’s Registration Statement on Form SB-2 filed on March 22, 2006 and to Registrant’s Annual Report on Form 10-K/A filed on April 4, 2008.
3.2	Amended Certificate of Incorporation of EP Floors, Inc., originally filed as Exhibit 3.1b to Registrant’s Registration Statement on Form SB-2 filed March 22, 2006 and to Registrant’s Annual Report on Form 10-K/A filed on April 4, 2008.
3.3	Certificate of Amendment of Certificate of Incorporation, originally filed as Exhibit 3.2 to Registrant’s Form 8-K filed on February 1, 2008 and to Registrant’s Annual Report on Form 10-K/A filed on April 4, 2008.
3.4	Bylaws (incorporated herein by reference to Exhibit No. 3.2 of Registrant’s Registration Statement on Form SB-2 filed on March 22, 2006).
3.5	Certificate of Amendment of Certificate of Incorporation, filed as Exhibit 3.2 to Registrant’s Form 8-K filed on February 1, 2008.
4.1	Certificate of Designation of Series A Preferred Stock
5.1	Opinion of Sichenzia Ross Friedman Ference LLP.
10.1	Securities Purchase Agreement (Incorporated herein by reference to Exhibit No. 4.1 of Registrant's Form 8-K filed on January 4, 2008).
10.2	Form of Series A Warrant (Incorporated herein by reference to Exhibit No. 4.2 of Registrant's Form 8-K filed on January 4, 2008).
10.3	Form of Series J Warrant (Incorporated herein by reference to Exhibit No. 4.3 of Registrant's Form 8-K filed on January 4, 2008).
10.4	Form of Series J-A Warrant (Incorporated herein by reference to Exhibit No. 4.4 of Registrant's Form 8-K filed on January 4, 2008).
10.5	Registration Rights Agreement (Incorporated herein by reference to Exhibit No. 4.5 of Registrant's Form 8-K filed on January 4, 2008).
10.6	Amendment No. 1 to Securities Purchase Agreement dated as of December 27, 2007, between Marine Park Holdings, Inc. and certain of the purchasers signatory thereto (Incorporated herein by reference to Exhibit No. 4.6 of Registrant's Form 8-K filed on February 6, 2008).
10.7	Amendment No. 1 to Registration Rights Agreement dated as of December 27, 2007, between Marine Park Holdings, Inc. and certain of the purchasers signatory thereto (Incorporated herein by reference to Exhibit No. 4.7 of Registrant's Form 8-K filed on February 6, 2008).
10.8	Share Exchange Agreement dated December 27, 2007 by and among Marine Park Holdings, Inc., NewCardio, Inc., and the shareholder of NewCardio, Inc. (Incorporated herein by reference to Exhibit No. 10.1 of Registrant's Form 8-K filed on January 4, 2008).
10.9	Return to Treasury Agreement dated December 27, 2007 between Marine Park Holdings, Inc. and Harborview Master Fund L.P., (Incorporated herein by reference to Exhibit No. 10.2 of Registrant's Form 8-K filed on January 4, 2008).
10.10	Return to Treasury Agreement dated as of December 27, 2007 between Marine Park Holdings, Inc. and Diverse Trading Ltd., (Incorporated herein by reference to Exhibit No. 10.3 of Registrant's Form 8-K filed on January 4, 2008).
10.11	2004 Equity Incentive Plan (Incorporated herein by reference to Exhibit No. 10.4 of Registrant's Form S-8 POS filed on March 7, 2008).
10.12	Employment Agreement dated November 1, 2007 between NewCardio, Inc. and Branislav Vajdic. (Incorporated herein by reference to Exhibit No. 10.5 of Registrant's Amendment No. 1 on Form 10-K/A filed on April 4, 2008).
10.13	Consulting Agreement dated March 1, 2007 between NewCardio, Inc. and Branislav Vajdic. (Incorporated herein by reference to Exhibit No. 10.6 of Registrant's Amendment No. 1 on Form 10-K/A filed on April 4, 2008).
10.14	Employment Agreement dated October 31, 2007 between NewCardio, Inc. and Kenneth Londoner. (Incorporated herein by reference to Exhibit No. 10.7 of Registrant's Amendment No. 1 on Form 10-K/A filed on April 4, 2008).
10.15	Restricted Stock Purchase Agreement dated as of June 4, 2007 between NewCardio, Inc. and Kenneth Londoner, as amended by Amendment No. 1 to Restricted Stock Purchase Agreement dated as of September 15, 2007 between NewCardio, Inc. and Kenneth Londoner. (Incorporated herein by reference to Exhibit No. 10.8 of Registrant's Amendment No. 1 on Form 10-K/A filed on April 4, 2008).
10.16	Form of Lock Up Agreement dated as of December 27, 2007.
10.17	Escrow Deposit Agreement dated as of December 27, 2007, by and among Marine Park Holdings, Inc., Capstone Investments and Signature Bank.
16.1	Letter from Li & Company, PC (Incorporated by reference to the exhibits to the Form 8-K filed on January 4, 2008).
23.1	Consent of Auditors.
23.2	Consent of Sichenzia Ross Friedman Ference LLP (contained in Exhibit 5.2).

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Item 17. Undertakings  

The undersigned Company hereby undertakes to:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement, and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, NewCardio, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Registration Statement on Form S-1/A (No. 1) to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Jose, State of California, on the 15th day of April, 2008.

NEWCARDIO, INC.
By:	/s/ Branislav Vajdic, Ph.D.
	Branislav Vajdic, Ph.D.
	President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Branislav Vajdic and Richard D. Brounstein his true and lawful attorneys in fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post effective amendments) to the Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post effective amendments thereto, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1/A (No. 1) has been signed below by the following persons in the capacities and on the dates indicated:

Signature		Title		Date
/s/ Branislav Vajdic, Ph.D.	President, Chief Executive Officer and Director		April 15, 2008
Branislav Vajdic, Ph.D.
/s/ Richard D. Brounstein	Executive Vice President, Chief Financial Officer		April 15, 2008
Richard D. Brounstein
/s/ Robert M. Blair, M.Inst.P.	Director		April 15, 2008
Robert N. Blair, M.Inst.P.
/s/ Mark W. Kroll, Ph.D., FACC, FHRS	Director		April 15, 2008
Mark W. Kroll, Ph.D., FACC, FHRS
/s/ Patrick Maguire, M.D., Ph.D.	Director		April 15, 2008
Patrick Maguire, M.D., Ph.D.

43

NEWCARDIO, INC.

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of December 31, 2007 and 2006	F-2
Consolidated Statements of Operations for the year ended December 31, 2007, 2006 and from the period September 7, 2004 (date of inception) to December 31, 2007	F-3
Consolidated Statements of Stockholders Deficit for the period from September 7, 2004 (date of inception) to December 31, 2007	F-4 – F-6
Consolidated Statements of Cash Flows for the year ended December 31, 2007,2006 and from the period September 7, 2004 (date of inception) to December 31, 2007	F-7
Notes to Consolidated Financial Statements	F-8 – F-22

RBSM LLP

CERTIFIED PUBLIC ACCOUNTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

NewCardio, Inc.

Santa Clara, California

              We have audited the accompanying consolidated balance sheets of NewCardio, Inc. and its wholly owned subsidiaries (the “Company”), a development stage Company as of December 31, 2007 and 2006, and the related consolidated statements of operations, deficiency in stockholder’s equity and cash flows for each of the two years in the period ended December 31, 2007 and the period September 7, 2004 (date of inception) through December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We have conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance   about whether the financial   statements are free of material misstatement.  An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of New Cardio, Inc.  at  December 31, 2007 and 2006 and the results of its operations  and its cash flows for the each of the two  years  in the period ended  December 31, 2007 and the period September 7, 2004 (date of inception) through December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, the Company adopted the provision of Statements of Financial Accounting Standards No. 123 (R), “Shared based Payment”, effective January 1, 2006.

/s/ RBSM LLP

RBSM LLP

Certified Public Accountants

New York, New York

April 3, 2008

F-1

NEWCARDIO, INC

(a development stage company)

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2007 AND 2006

	2007			2006
ASSETS
Current assets:
Cash	$	1,476,625		$	12
Short term investment		5,000,000			-
Total current assets		6,476,625			12
Property, plant and equipment, net of accumulated depreciation of $594 and $-0- as of December 31, 2007 and 2006, respectively		7,687			-
	$	6,484,312		$	12
LIABILITIES AND STOCKHOLDERS DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	871,246		$	426,251
Note payable, related party, current portion		10,316			-
Subordinated notes payable, net of unamortized debt discount of $-0- and  $917 as of December 31, 2007 and 2006, respectively		-			19,083
Shares subject to mandatory redemption		8,200,000			259,200
Total current liabilities		9,081,562			704,534
Long term debt:
Warrant liability		4,802,973			-
Note payable, related party		-			10,316
		4,802,973			10,316
Commitments and contingencies
Stockholders' Deficit
Series A preferred stock, $0.0001 par value, -0- and 4,563,206 shares authorized, issued and outstanding as of December 31, 2007 and 2006		-			456
Common stock, $0.001 par value, 99,000,000 shares authorized; 20,237,522 and 4,090,169 shares issued and outstanding as of December 31, 2007 and 2006, respectively		20,238			4,090
Additional paid in capital		3,035,444			435,873
Deficit accumulated during development stage		(10,455,905	)		(1,155,257	)
Total deficiency in stockholders' equity		(7,400,223	)		(714,838	)
	$	6,484,312		$	12
See the accompanying notes to the consolidated financial statements

F-2

NEWCARDIO, INC

(a development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

							From September 7, 2004
	Year ended December 31,						(date of inception) through
	2007			2006			December 31, 2007
Operating expenses:
Selling, general and administrative	$	1,729,901		$	128,769		$	2,086,154
Depreciation		594			-			594
Research and development		369,674			246,782			1,159,026
Total operating expenses		2,100,169			375,551			3,245,774
Net loss from operations		(2,100,169	)		(375,551	)		(3,245,774	)
Other income (expense)
Interest		(7,200,479	)		(2,624	)		(7,210,131	)
Net loss before income taxes		(9,300,648	)		(378,175	)		(10,455,905	)
Provision for income taxes		-			-			-
NET LOSS	$	(9,300,648	)	$	(378,175	)	$	(10,455,905	)
Net loss-basic and assuming fully diluted	$	(0.85	)	$	(0.09	)
Weighted average number of shares		10,953,288			3,983,322
See the accompanying notes to the consolidated financial statements

F-3

NEWCARDIO, INC

(a development stage company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

From September 7, 2004 (date of inception) through December 31, 2007

													Deficit
	Preferred Series A				Common				Additional Paid in		Common stock		accumulated during development
	Stock		Amount		Stock		Amount		Capital		Subscriptions		stage			Total
Balance, September 7, 2004		-	$	-		-	$	-	$	-	$	-	$	-		$	-
Adjusted for recapitalization
Common stock issued to founders at $0.001 per share in September 2004		-		-		3,176,642		3,177		-		-		-			3,177
Common stock issued for intellectual property at $0.001 per share in September 2004		-		-		260,152		260		-		-		-			260
Common stock issued in connection with options exercised at $0.001 per share in November 2004		-		-		300,000		300		-		-		-			300
Series A preferred stock issued to founders at $0.01 per share in September 2004		4,563,206		456		-		-		45,176		-		-			45,632
Fair value of options issued in September 2004		-		-		-		-		263		-		-			263
Net loss		-		-		-		-		-		-		(172,343	)		(172,343	)
Balance, December 31, 2004		4,563,206		456		3,736,794		3,737		45,439		-		(172,343	)		(122,711	)
Fair value of options issued in August 2005		-		-		-		-		44,558		-		-			44,558
Fair value of warrants issued in conjunction with issuance of Series A-2 preferred stock		-		-		-		-		232,502		-		-			232,502
Net loss		-		-		-		-		-		-		(604,739	)		(604,739	)
Balance, December 31, 2005		4,563,206	$	456		3,736,794	$	3,737	$	322,499	$	-	$	(777,082	)	$	(450,390	)

See the accompanying notes to the consolidated financial statements

F-4

NEWCARDIO, INC

(a development stage company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

From September 7, 2004 (date of inception) through December 31, 2007

													Deficit
	Preferred Series A				Common				Additional Paid in		Common Total		accumulated during development
	Stock		Amount		Stock		Amount		Capital		Subscriptions		stage			Total
Balance forward		4,563,206	$	456		3,736,794	$	3,737	$	322,499	$	-	$	(777,082	)	$	(450,390	)
Common stock issued at $0.10 per share for services rendered in March 2006		-		-		278,375		278		27,560		-		-			27,838
Fair value of options issued in July 2006		-		-		-		-		60,082		-		-			60,082
Fair value of warrants issued in conjunction with convertible debenture		-		-		-		-		1,572		-		-			1,572
Fair value of options issued in September 2006		-		-		-		-		9,729		-		-			9,729
Common stock issued at $0.10 per share for services rendered in October 2006		-		-		75,000		75		7,425		-					7,500
Fair value of options issued in October 2006		-		-		-		-		7,006		-		-			7,006
Net loss		-		-		-		-		-		-		(378,175	)		(378,175	)
Balance, December 31, 2006		4,563,206	$	456		4,090,169	$	4,090	$	435,873	$	-	$	(1,155,257	)	$	(714,838	)

See the accompanying notes to the consolidated financial statements

F-5

NEWCARDIO, INC

(a development stage company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

From September 7, 2004 (date of inception) through December 31, 2007

																	Deficit
	Preferred Series A						Common				Additional Paid in			Common stock			accumulated during development
	Stock			Amount			Stock		Amount		Capital			Subscriptions			stage			Total
Balance forward		4,563,206		$	456			4,090,169	$	4,090	$	435,873		$	-		$	(1,155,257	)	$	(714,838	)
Fair value of warrants issued in conjunction with convertible debenture		-			-			-		-		4,141			-			-			4,141
Fair value of options for services rendered		-			-			-		-		201,424			-			-			201,424
Common stock subscription received in June 2007		-			-			-		-		-			84,000			-			84,000
Common stock issued in June 2007 at $0.02 per share for services rendered issued at fair value of $0.10 per share		-			-			4,200,000		4,200		415,800			(84,000	)		-			336,000
Common stock issued in connection with options exercised at $0.01 per share in June 2007		-			-			137,500		138		1,237			-			-			1,375
Common stock issued in connection with options exercised at $0.001 per share in July 2007		-			-			100,000		100		-			-			-			100
Common stock issued in connection with options exercised at $0.01 per share in July 2007		-			-			204,000		204		1,836			-			-			2,040
Common stock subscription received in September 2007		-			-			-		-		-			29,513			-			29,513
Common stock issued in September 2007 at $0.02 per share for services rendered issued at fair value of $0.10 per share		-			-			1,475,631		1,476		146,087			(29,513	)		-			118,050
Common stock issued in connection with options exercised at $0.001 per share in October 2007		-			-			300,000		300		-			-			-			300
Common stock issued in connection with options exercised at $0.01 per share in December 2007		-			-			110,000		110		990			-			-			1,100
Common stock issued in connection with options exercised at $0.02 per share in December 2007		-			-			50,000		50		950			-			-			1,000
Effect of merger with New Cardio, Inc. (Formerly Marine Park Holdings, Inc.) on December 27, 2007		-			-			1,554,985		1,555		(1,555	)		-			-			-
Effective with the merger, the conversion of the preferred stock to common shares at December 27, 2007		(4,563,206	)		(456	)		4,563,206		4,563		(4,107	)		-			-			-
Effective with the merger, the conversion of the Series A-2 preferred stock to common shares at December 27, 2007		-			-			2,592,000		2,592		256,608			-			-			259,200
Effective with the merger, the conversion of convertible debentures inclusive of interest to common shares at December 27, 2007		-			-			267,900		268		196,691			-			-			196,959
Common stock issued as beneficial conversion feature in conjunction with settlement of convertible debentures		-			-			592,131		592		425,742			-			-			426,334
Fair value of warrants issued for as compensation for financing		-			-			-		-		355,034			-			-			355,034
Fair value of warrants issued in conjunction with convertible debentures		-			-			-		-		598,693			-			-			598,693
Net loss		-			-			-		-		-			-			(9,300,648	)		(9,300,648	)
		-		$	-			20,237,522	$	20,238	$	3,035,444		$	-		$	(10,455,905	)	$	(7,400,223	)
See the accompanying notes to the consolidated financial statements

F-6

NEWCARDIO, INC.

(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

							From September 7, 2004
	For the year ended December 31,						(date of inception) through
	2007			2006			December 31, 2007
Cash flows from operating activities:
Net loss for the period	$	(9,300,648	)	$	(378,175	)	$	(10,455,905	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		594						594
Financing costs paid in conjunction with the issuance of preferred stock		857,500						857,500
Common stock issued to founders for services rendered		-			-			3,177
Common stock issued for intellectual property		-			-			260
Common stock issued for services rendered		454,050			35,338			489,388
Common stock issued as beneficial conversion feature in conjunction with settlement of convertible debentures		426,334			-			426,334
Series A-Preferred stock issued to founders for services rendered		-			-			45,632
Series A-2-Preferred stock issued for services rendered		-			-			180,121
Notes payable issued in conjunction with services rendered		-			10,316			10,316
Fair value of options issued for services rendered		201,424			76,818			323,062
Fair value of warrants issued as compensation for financing		355,034			-			355,034
Fair value of warrants issued in conjunction with issuance of Series A-2 preferred stock		-			-			232,502
Fair value of warrants issued in conjunction with issuance of Series A redeemable preferred stock		4,802,973			-			4,802,973
Fair value of warrants issued in settlement of convertible debentures		598,692			-			598,692
Amortization of debt discount attributable to subordinated convertible debt		5,058			655			5,713
Increase (decrease) in:
Accounts payable and accrued liabilities		464,454			205,686			890,705
Net cash used in operating activities		(1,134,535	)		(49,362	)		(1,233,902	)
Cash flows from investing activities:
Purchase of property plant and equipment		(8,281	)		-			(8,281	)
Purchase of short term investment		(5,000,000	)		-			(5,000,000	)
Net cash provided by (used in) investing activities		(5,008,281	)		-			(5,008,281	)
Cash flows from financing activities:
Proceeds from exercise of common stock options		5,916			-			6,216
Proceeds from the sale of Series A-2 preferred stock		-			-			79,079
Proceeds from sale of Series A preferred stock		7,342,500						7,342,500
Proceeds from sale of common stock		113,513						113,513
Proceeds from convertible debt, net		157,500			20,000			177,500
Net cash provided by financing activities		7,619,429			20,000			7,718,808
Net increase (decrease) in cash and cash equivalents		1,476,613			(29,362	)		1,476,625
Cash and cash equivalents at beginning of period		12			29,374			-
Cash and cash equivalents at end of period	$	1,476,625		$	12		$	1,476,625
Supplemental disclosures of cash flow information:
Taxes paid	$	-		$	-		$	-
Interest paid	$	-		$	-		$	-
See the accompanying notes to the consolidated financial statements

F-7

NEWCARDIO, INC.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the presentation of the accompanying financial statements follows:

Basis and business presentation

NewCardio, Inc. (the “Company”) was incorporated under the laws of the State of Delaware in September 2004.  The Company is in the development stage, as defined by Statement of Financial Accounting Standards No. 7 ("SFAS No. 7") and its efforts have been principally devoted to developing cardiac diagnostics equipment in the United States. To date, the Company has not generated sales revenues, has incurred expenses and has sustained losses.  Consequently, its operations are subject to all the risks inherent in the establishment of a new business enterprise.  For the period from inception through December 31, 2007, the Company has accumulated losses of $10,455,905.

The consolidated financial statements include the accounts of the Company, which is now named NewCardio Technologies, Inc., and is now the wholly - owned subsidiary of NewCardio, Inc., formerly named Marine Park Holdings, Inc. (“NewCardio”). All significant intercompany balances and transactions have been eliminated in consolidation.

Share Exchange and Corporate Restructure

On December 27, 2007, the Company consummated a reverse merger by entering into a share exchange agreement with the stockholders of NewCardio Technologies (the “Share Exchange”), pursuant to which the stockholders of NewCardio Technologies exchanged all of the issued and outstanding capital stock of NewCardio Technologies for 18,682,537 shares of common stock of Marine Park, representing 92% of Marine Park’s outstanding capital stock, after the return to treasury and retirement of 9,445,015 shares of common stock of Marine Park held by certain stockholders of Marine Park made concurrently with the share exchange.

As a result of the Share Exchange, there was a change in control of NewCardio. In accordance with SFAS No. 141, NewCardio was the acquiring entity. While the transaction is accounted for using the purchase method of accounting, in substance the Agreement is a recapitalization of NewCardio’s capital structure.

For accounting purposes, NewCardio accounted for the transaction as a reverse acquisition and NewCardio is the surviving entity. The total purchase price and carrying value of net assets acquired was $-0-. NewCardio did not recognize goodwill or any intangible assets in connection with the transaction. Prior to the Agreement, NewCardio was an inactive corporation with no significant assets and liabilities.

The accompanying financial statements present the historical financial condition, results of operations and cash flows of the Company prior to the Merger.

The total consideration paid was $-0- and the significant components of the transaction are as follows:

NewCardio, Inc. (Formerly named Marine Park Holding, Inc.) Summary Statement of Financial Position At December 27, 2007
Assets:	$	-0-
Liabilities:
Net liabilities assumed	$	-0-
Total consideration:	$	-0-

F-8

NEWCARDIO, INC.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued)

Estimates

The preparation of the financial statement in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” ("SAB 101").  SAB 101 requires that four basic  criteria must be met before  revenue can be recognized :(1) persuasive  evidence of an arrangement  exists;  (2) delivery has occurred; (3) the  selling  price is fixed and  determinable;  and (4)  collectibility  is reasonably  assured.  Determination  of  criteria  (3)  and  (4)  are  based  on management's  judgments  regarding the fixed nature of the selling prices of the products  delivered and the  collectibility  of those  amounts.  Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

On December 17, 2003, the SEC staff released Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition.  The staff updated and revised the existing revenue recognition in Topic 13, Revenue Recognition, to make its interpretive guidance consistent with current accounting guidance, principally EITF Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables."  Also, SAB 104 incorporates portions of the Revenue  Recognition in Financial  Statements - Frequently Asked Questions  and  Answers  document  that the SEC staff  considered  relevant  and rescinds  the  remainder.   The  company's  revenue  recognition   policies  are consistent  with  this  guidance;  therefore,  this  guidance  will  not have an immediate impact on the company's consolidated financial statements.

Cash and Cash Equivalents

For purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. .Short-term investments consist of a bank certificate of deposit  that matures within the next 12 months.

All marketable debt and equity securities that are included in cash, cash equivalents, and short-term investments are considered available-for-sale and are carried at fair value. The unrealized gains and losses related to these securities are included in accumulated other comprehensive income in the consolidated balance sheets. Other than temporary declines in fair value are recorded in the consolidated statements of operations. Fair values are based on quoted market prices where available. If quoted market prices are not available, we use third-party pricing services to assist in determining fair value. In many instances, these services examine the pricing of similar instruments to estimate fair value. When securities are sold, their cost is determined based on the first-in first-out method. The realized gains and losses related to these securities are included in investment income in the consolidated statements of operations.

Property and Equipment

Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 3 years.

Long-Lived Assets

The Company has adopted Statement of Financial Accounting Standards No. 144 (“SFAS 144”). The Statement requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. SFAS No. 144 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

F-9

NEWCARDIO, INC.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

The Company has adopted Financial Accounting Standard No. 109 (SFAS 109) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.

Comprehensive Income

The Company does not have any items of comprehensive income in any of the periods presented.

Net Loss per Share

The Company has adopted  Statement  of  Financial  Accounting  Standard No. 128, "Earnings Per Share,"  specifying the  computation,  presentation and disclosure requirements  of earnings per share  information.  Basic  earnings per share has been  calculated  based  upon the  weighted  average  number  of  common  shares outstanding.  Stock  options and  warrants  have been  excluded as common  stock equivalents  in  the  diluted   earnings  per  share  because  they  are  either antidilutive,  or their effect is not material. Fully diluted shares outstanding were 14,859,674 and 8,427,822 for the years ended December 31, 2007 and 2006, respectively.

Stock based compensation

On December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 123R (revised 2004), Share-Based Payment" which is a revision of FASB Statement No. 123, "Accounting for Stock-Based Compensation". Statement 123R supersedes APB opinion No. 25, "Accounting for Stock Issued to Employees", and amends FASB Statement No. 95, "Statement of Cash Flows". Generally, the approach in Statement 123R is similar to the approach described in Statement 123.  However, Statement 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values.  Pro-forma disclosure is no longer an alternative. This statement does not change the accounting guidance for share based payment transactions with parties other than employees provided in Statement of Financial Accounting Standards No. 123(R). This statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans.” On April 14, 2005, the SEC amended the effective date of the provisions of this statement.  The effect of this amendment by the SEC is that the Company had to comply with Statement 123R and use the Fair Value based method of accounting no later than the first quarter of 2006. The Company implemented SFAS No. 123(R) on January 1, 2006 using the modified prospective method.

As more fully described in Note 9 below, the Company granted stock options over the years to employees of the Company under a non-qualified employee stock option plan.  As more fully described in Note 9 below, the Company granted 2,630,000 and 350,000 stock options during the year ended December 31, 2007 and 2006, respectively to employees and directors of the Company under a non-qualified employee stock option plan.

As of December 31, 2007, 3,000,000 employee stock options were outstanding with 1,096,182 exercisable.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables.   The Company places its cash and temporary cash investments with high credit quality institutions.  At times, such investments may be in excess of the FDIC insurance limit.

Research and Development

The Company  accounts for research and development  costs in accordance with the Financial   Accounting  Standards Board's  Statement  of  Financial  Accounting Standards  No. 2 ("SFAS 2"),  "Accounting  for Research and Development  Costs. Under SFAS 2, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred.  Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.  The Company incurred research and development expenses of $369,674, $246,782 and $1,159,026 for the years ended December 31, 2007 and 2006 and from September 7, 2004 (date of inception) through December 31, 2007, respectively.

F-10

NEWCARDIO, INC.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107, "Disclosures About Fair Value of Financial Instruments," requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. The carrying amount for the Series A convertible preferred stock approximate fair value.

Liquidity

As shown in the accompanying financial statements, the Company incurred net loss from operations of $ 10,455,905 from its inception on September 7, 2004 through December 31, 2007. The Company's current liabilities exceeded its current assets by $2,604,937 as of December 31, 2007.

Recent accounting pronouncements

In February 2006, the FASB issued SFAS No. 155. “Accounting for certain Hybrid Financial Instruments an amendment of FASB Statements No. 133 and 140,” or SFAS No. 155. SFAS No. 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement No. 133, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on a qualifying special purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. We did not have a material impact on our financial position, results of operations or cash flows.

In March 2006, the FASB issued FASB Statement No. 156, Accounting for Servicing of Financial Assets - an amendment to FASB Statement No. 140. Statement 156 requires that an entity recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a service contract under certain situations. The new standard is effective for fiscal years beginning after September 15, 2006. The adoption of SFAS No.156 did not have a material impact on the Company's financial position and results of operations.

In July 2006, the FASB issued Interpretation No. 48 (FIN 48). “Accounting for uncertainty in Income Taxes”. FIN 48 clarifies the accounting for Income Taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition and clearly scopes income taxes out of SFAS 5, “ Accounting for Contingencies”. FIN 48 is effective for fiscal years beginning after December 15, 2006. We have not yet evaluated the impact of adopting FIN 48 on our financial position, results of operations and cash flows.

In September 2006 the Financial Account Standards Board (the “FASB”) issued its Statement of Financial Accounting Standards 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. FAS 157 effective date is for fiscal years beginning after November 15, 2007. The Company does not expect adoption of this standard will have a material impact on its financial position, operations or cash flows.

In September 2006 the FASB issued its Statement of Financial Accounting Standards 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”. This Statement improves financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The effective date for an employer with publicly traded equity securities is as of the end of the fiscal year ending after December 15, 2006. The Company does not expect adoption of this standard will have a material impact on its financial position, operations or cash flows.

F-11

NEWCARDIO, INC.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent accounting pronouncements (continued)

In December 2006, the FASB issued FASB Staff Position ("FSP") EITF 00-19-2, "Accounting for Registration Payment Arrangements" ("FSP 00-19-2") which addresses accounting for registration payment arrangements. FSP 00-19-2 specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with FASB Statement No. 5, Accounting for Contingencies. FSP 00-19-2 further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable generally accepted accounting principles without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. For registration payment arrangements and financial instruments subject to those arrangements that were entered into prior to  the issuance of EITF 00-19-2, this guidance shall be effective for financial statements issued for fiscal years beginning after December 15, 2006 and interim periods within those fiscal years. The Company does not expect adoption of this FSP will have a material impact on its financial position, operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value. SFAS 159 applies to reporting periods beginning after November 15, 2007. The adoption of SFAS 159 is not expected to have a material impact on the Company’s financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 141(R),"Business Combinations" ("SFAS No. 141(R)"), which establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in an acquiree, including the recognition and measurement of goodwill acquired in a business combination. SFAS No. 141R is effective as of the beginning of the first fiscal year beginning on or after December 15, 2008.  Earlier adoption is prohibited and the Company is currently evaluating the effect, if any, that the adoption will have on its financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51" ("SFAS No. 160"), which will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity within the consolidated balance sheets.  SFAS No. 160 is effective as of the beginning of the first fiscal year beginning on or after December 15, 2008.  Earlier adoption is prohibited and the Company is currently evaluating the effect, if any, that the adoption will have on its financial position, results of operations or cash flows.

NOTE 2 - PROPERTY, PLANT, AND EQUIPMENT

Property, plant and equipment at December 31, 2007 and 2006 are as follows:

	2007			2006
Computer equipment	$	8,281		$	-0-
Less: accumulated depreciation		(594	)		(-0-	)
	$	7,687		$	-0-

The Company uses the straight line method of depreciation over 3 years. During the years ended December 31, 2007 and 2006, depreciation expense charged to operations was $594 and $-0-, respectively.

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at December 31, 2007 and 2006 are comprised of costs incurred in product development in addition to costs of operations.  Included herein is $99,000 and $137,000 respectively at December 31, 2007and 2006 with a former Director who is a consulting cardiologist involved in managing our clinical trials and the related peer reviewed publication process.

NOTE 4 – NOTES PAYABLE-RELATED PARTY

Notes payable related party is comprised of a promissory note totally $10,316, due November 15, 2008 with interest at 4.9% due upon maturity to a former director of the Company.

F-12

NEWCARDIO, INC.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

NOTE 5 – SUBORDINATED CONVERTIBLE NOTES PAYABLE

Subordinated convertible notes payable are comprised of the following:

	December 31, 2007		December 31, 2006
6% subordinated convertible promissory note, due August 2007; net of unamortized discount of $-0- and $917, respectively	$	-	$	19,083

All subordinated convertible notes payable outstanding as of December 31, 2006 and subsequent issuances during the two years ended December 31, 2007 were issued by the accounting predecessor and were converted to common stock at the time of the Merger and corporate restructure (see note 1) or was repaid at the closing of the Series A 10% Preferred Stock issuance (see note 6).

A summary of common shares issued at conversions and settlement at December 27, 2007, the time of the Merger and corporate restructure, are as follows:

	Principle		Accrued Interest		Number of Shares Issued		Conversion price per share
6% Subordinated convertible notes dated August 2006	$	20,000	$	1,677		22,815	$	0.95
6% Subordinated convertible notes dated February 2007		2,500		130		2,768	$	0.95
5% Subordinated convertible notes dated July 2007		25,000		2,500		38,596	$	0.7125
5% Subordinated convertible notes dated September 2007		123,957		12,396		191,371	$	0.7125
5% Subordinated convertible notes dated November 2007		8,000		8,800		12,350	$	0.7125
Total 5% notes	$	156,957		23,696		242,317	$	0.7125
Total common stock issued in settlement of convertible notes payable and accrued interest						267,900

6% Subordinated convertible notes

In August 2006, in connection with a private placement, the Company issued 6% subordinated convertible promissory notes in the aggregate of $20,000 and attached to the notes were warrants to purchase 20,000 shares of common stock at a price of $0.50 per share for five years. The principal amounts of the notes, along with accrued and unpaid interest, were due in full in August, 2007.  The effective interest rate at the date of inception was 6.52% per annum

The promissory notes are unsecured and convertible automatically to common stock subject to the completion of a “qualified equity financing” transaction as defined as $2,000,000 in equity financing before maturity (1 year) of the notes.

The warrants do not have registration rights for the underlying shares. Since the contract may be settled by the delivery of unregistered shares and the delivery of the unregistered shares is within the control of the Company, pursuant to EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”, the net value of the warrants at the date of issuance was recorded as equity.

The Company had recognized the value attributable to the warrants, being $ 1,572, to additional paid-in capital and a discount against the convertible notes payable in accordance with Emerging Issues Task Force Issue 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments (EITF 00-27).  The Company valued the warrants in accordance with EITF 00-27 using the Black-Scholes pricing model and the following assumptions: contractual terms of 5 years, an average risk free interest rate of 4.90%, a dividend yield of 0%, and volatility of 145.49%. The debt discount attributed to the warrants is amortized over the convertible notes payable maturity period of one year as interest expense. For the years ended December 31, 2007 and 2006, the Company amortized and charged to interest $655 and $917 and of debt discounts attributable to subordinated convertible notes payable, respectively

On December 27, 2007, the Company issued 22,815 shares of common stock at $0.95 per share in exchange for the subordinated convertible notes and accrued and unpaid interest.

In February 2007, in connection with a private placement, the Company issued 6% subordinated convertible promissory notes in the aggregate of $2,500 and attached to the notes were warrants to purchase 5,000 shares of common stock at a price of $0.50 per share for five years. The principal amounts of the notes, along with accrued and unpaid interest, are due in full in February, 2008.  The effective interest rate at the date of inception was 6.22% per annum.

F-13

NEWCARDIO, INC.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

NOTE 5 – SUBORDINATED CONVERTIBLE NOTES PAYABLE (continued)

The promissory notes are unsecured and convertible automatically to common stock subject to the completion of a “qualified equity financing” transaction as defined as $2,000,000 in equity financing before maturity (1 year) of the notes.

The warrants do not have registration rights for the underlying shares. Since the contract may be settled by the delivery of unregistered shares and the delivery of the unregistered shares is within the control of the Company, pursuant to EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”, the net value of the warrants at the date of issuance was recorded as equity.

The Company had recognized the value attributable to the warrants, being $86, to additional paid-in capital and a discount against the convertible notes payable in accordance with Emerging Issues Task Force Issue 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments (EITF 00-27).  The Company valued the warrants in accordance with EITF 00-27 using the Black-Scholes pricing model and the following assumptions: contractual terms of 5 years, an average risk free interest rate of 4.81%, a dividend yield of 0%, and volatility of 77.81%. The debt discount attributed to the warrants is amortized over the convertible notes payable maturity period of one year as interest expense. For the year ended December 31, 2007, the Company amortized and charged to interest $86 of debt discounts attributable to subordinated convertible notes payable, respectively.

On December 27, 2007, the Company issued 2,768 shares of common stock at $0.95 per share in exchange for the subordinated convertible notes and accrued and unpaid interest.

8% subordinated convertible notes

In April 2007, in connection with a private placement, the Company issued 8% a subordinated convertible promissory note in the aggregate of $50,000 .The principal amounts of the notes, along with accrued and unpaid interest, are due in full one year from issuance.

In the event the Company consummates, prior to maturity, a convertible note and warrant debt financing amounting to at least $250,000 in convertible note principal to the Company, all principal and interest then outstanding under the note shall be converted into the form of convertible promissory note issued and holder of the note shall be afforded the same terms and conditions offered to all investors.

In May 2007, in connection with a private placement, the Company issued 8% a subordinated convertible promissory note in the aggregate of $12,000.  The principal amounts of the notes, along with accrued and unpaid interest, are due in full one year from issuance.

In the event the Company consummates, prior to maturity, a convertible note and warrant debt financing amounting to at least $250,000 in convertible note principal to the Company, all principal and interest then outstanding under the note shall be converted into the form of convertible promissory note issued and holder of the note shall be afforded the same terms and conditions offered to all investors

In September, 2007, the April and May 2007  8% subordinated convertible promissory notes along with accrued interest of $1,957 were converted to the same terms and conditions as the 5% subordinated convertible notes described below.

5% subordinated convertible notes

In June 2007, in connection with a private placement, the Company issued a 5% subordinated convertible promissory note in the aggregate of $250,000. The unpaid principal amounts of the notes times a premium factor of 1.10, along with accrued and unpaid interest, are due in full in June 2008.  Additionally the Company agreed to issue additional shares in the event of a completion of a recapitalization. In conjunction with the issuance of the subordinated convertible promissory note, the Company issued options to purchase 50,000 shares of the Company’s common stock for 142 days (see below).

In July 2007, in connection with a private placement, the Company issued a 5% subordinated convertible promissory note in the aggregate of $25,000. The unpaid principal amounts of the notes times a premium factor of 1.10, along with accrued and unpaid interest, are due in full in July 2008.  Additionally the Company agreed to issue additional shares in the event of a completion of a recapitalization.

In September 2007, the 8% subordinated convertible notes as described above of $62,000 along with accrued interest of $1,957 were converted to the 5% subordinated convertible promissory notes.  The unpaid principal amounts of the notes times a premium factor of 1.10, along with accrued and unpaid interest, are due in full in September 2008. Additionally the Company agreed to issue additional shares in the event of a completion of a recapitalization.

F-14

NEWCARDIO, INC.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

NOTE 5 – SUBORDINATED CONVERTIBLE NOTES PAYABLE (continued)

In September 2007, in connection with a private placement, the Company issued a 5% subordinated convertible promissory note in the aggregate of $60,000 and in conjunction with the convertible promissory note, options to purchase 50,000 of the Company’s common stock at a price of $0.02 per share expiring November 30, 2007. The unpaid principal amounts of the notes times a premium factor of 1.10, along with accrued and unpaid interest, are due in full in September 2008.  Additionally the Company agreed to issue additional shares in the event of a completion of a recapitalization.

In November 2007, in connection with a private placement, the Company issued a 5% subordinated convertible promissory note in the aggregate of $8,000. The unpaid principal amounts of the notes times a premium factor of 1.10, along with accrued and unpaid interest, are due in full in November 2008.  Additionally the Company agreed to issue additional shares in the event of a completion of a recapitalization.

In December 2007, in connection with a private placement, the Company issued a 5% subordinated convertible promissory note in the aggregate of $50,000. The unpaid principal amounts of the notes times a premium factor of 1.10, along with accrued and unpaid interest, are due in full in December 2008.  Additionally the Company agreed to issue additional shares in the event of a completion of a recapitalization.

The options do not have registration rights for the underlying shares. Since the contract may be settled by the delivery of unregistered shares and the delivery of the unregistered shares is within the control of the Company, pursuant to EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”, the net value of the options at the date of issuance was recorded as equity.

The Company had recognized the value attributable to the options, being $4,055, to additional paid-in capital and a discount against the convertible notes payable in accordance with Emerging Issues Task Force Issue 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments (EITF 00-27).  The Company valued the warrants in accordance with EITF 00-27 using the Black-Scholes pricing model and the following assumptions: contractual terms of 142 days, an average risk free interest rate of 5.04%, a dividend yield of 0%, and volatility of 153.51%. The debt discount attributed to the options is amortized over the convertible notes payable maturity period of one year as interest expense. For the year ended December 31, 2007, the Company amortized and charged to interest $4,055 of debt discounts attributable to subordinated convertible notes payable.

In the event the Company closes, prior to maturity, a transaction as a publicly traded Company involving a private placement in public equity (“PIPE”) with an aggregate sales price of not less than $2,500,000, then the note holders, at their option, can convert any unpaid principal of the note multiplied by the premium factor of 1.0 into PIPE stock at a conversion price equal to the cash price paid by investors in a Qualified PIPE multiplied by a factor of 0.75. Additionally, the Company is required to issue warrants in the event of qualified PIPE transactions, the terms, exercise price and number of warrants are contingent to the future terms and conditions of a possible qualifying PIPE transaction.

In accordance with EITF 00-27, the Company did not record the contingent beneficial conversion features or warrants.  Should the contingent event (“triggering event”) occur, the Company is required to record the intrinsic value of the conversion feature and the fair value of any warrants issued under the note’s terms and conditions.

On December 27, 2007, the Company issued 242,317 shares of common stock at $0.7125 per share in exchange for $156,957 in subordinated convertible notes and accrued and unpaid interest.  Additionally, the Company issued and paid cash for the remaining $300,000 in subordinated convertible notes and accrued and unpaid interest including a 10% payoff fee. In conjunction with the settlement of the 5% subordinated convertible notes, the Company issued an aggregate of 592,131 additional shares plus 592,131 warrants to purchase its common stock at $0.96 per share and 473,705 at $1.15 per share expiring June 27, 2012.  The fair value of the additional shares at $0.72 per share totaling $426,334 and the fair value (determined below) of the warrants of $598,692 was charged to current year operations as interest, net.

The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:  Term: contract: market value: $0.72; dividend yield: -0-%; risk free rate: 3.64%, Volatility: 121.06%.

NOTE 6-   REDEEMABLE SECURITIES

Series A-2 – Convertible Preferred Stock

The series A-2 – Convertible Preferred Stock was issued by the accounting predecessor and was converted to common at the time of the recapitalization on December 27, 2007 (see below) on a one-to-one share basis.

The Company is authorized to issue 2,592,000 shares of Series A-2 preferred stock with a par value of $0.0001 per share.

F-15

NEWCARDIO, INC.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

NOTE 6-   REDEEMABLE SECURITIES (continued)

In June 2005, the Company sold through private placement 839,790 shares at $0.094 per share, net.

In June 2005, the Company issued 1,752,210 shares as reimbursement for previously incurred expenses and for services rendered. The Company valued the shares at $.10 per share, which approximated the fair value of the reimbursed costs and services rendered and did not differ materially from the fair value of the preferred shares issued during the period.

The Series A-2 preferred stock is convertible into the Company’s common stock at an initial conversion rate of one for one subject to certain anti-dilution provisions in the event the Company issues shares of its common stock or common stock equivalents below the stated conversion price. Changes to the  conversion  price are  charged to  operations  and  included  in unrealized  gain  (loss)  relating  to  adjustment  of  derivative  and  to fair value of underlying securities.

The Company is obligated to redeem the Series A-2 Preferred Stock if requested by the holders at any time after the fifth anniversary of the original issue date from any funds legally available for such purpose.  The Company shall effect redemptions by paying cash in an amount equal to the greater of (i) the original issue price for the Series A-2 Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) plus all declared by unpaid dividends on such shares for each Series A-2 Preferred stock then outstanding or (ii) the fair market value of such shares of Series A-2 Preferred Stock.

Each share of Series A-2 preferred stock shall be automatically converted into common stock at the conversion price at the time in effect for such share immediately upon the earlier of (i) the Company’s sale of common stock in a firm commitment underwritten public offering pursuant to a registration statement under Securities Act of 1933 which results in an aggregate cash proceeds to the Company of not less than $20,000,000 or (ii) the date specified by written consent or agreement of the holders of a majority of the then outstanding shares of the Series A-2 preferred stock.

The holders of record of the Series A-2 Preferred shall be entitled to receive non cumulative dividends at the rate of eight percent per annum (8%) on the original issue price when, if and as declared by the Board of Directors, if ever and only shall be entitled to receive payments out of funds that are legally available in preference to holders of any other stock of the Company. These dividends are not recorded until declared by the Company.

Upon any  liquidation,  dissolution  or winding up of the  Corporation,  whether voluntary  or  involuntary,   and  in preference to any distribution of any assets of the Company to holders of any junior stock and before any  distribution  or payment is made with respect to any Common  Stock,  holders of each share of the Series A-2 Preferred  shall be entitled to be paid an amount  equal to $0.10 per share  subject  to  adjustment  for stock splits,  stock  dividends,  reorganizations,  reclassification  or other similar events. Upon completion of a liquidation required by any series of Preferred Stock that from time to time come into existence, if assets remain in the Company, such assets shall be distributed ratably to the holders of the Common Stock and holders of the Preferred Stock on an as-converted basis.

Attached to the Series A-2 preferred shares, the Company issued warrants to purchase shares of the Company’s common stock at $0.10 per share for the next five years.  The warrants were valued using the Black Scholes option pricing method with the following assumptions:  dividend yield $0; volatility 141.5%; risk free interest rate: 3.84%.  The fair value of the warrants of $232,502 was charged to operations in the year ended December 31, 2005.

Although the redemption is not certain to occur, the Series A-2 Convertible Preferred stock is required to be classified as a liability in the balance sheet and is stated at redemption value which approximates fair value.

On December 27, 2007, the Company issued 2,592,000 shares of common stock in exchange for outstanding shares of Series A-2 Preferred Stock.

F-16

NEWCARDIO, INC.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

NOTE 6-   REDEEMABLE SECURITIES (continued)

Series A – 10% Convertible Preferred Stock

The Company is authorized to issue 1,000,000 shares of Series A 10% convertible non-voting, preferred stock with a par value of $0.001 per share and with a stated value of $1,000 per share.

In December 2007, the Company sold 8,200 shares for $8.2 million.

The Series A 10% convertible preferred stock has no voting rights.

The Series A 10% convertible preferred stock is convertible at any time, at the option of the holder,  into the Company’s common stock at an initial conversion rate determined  by dividing the stated value of $1,000 by the initial conversion price of $0.95 per share subject to certain anti-dilution provisions in the event the Company issues shares of its common stock or common stock equivalents below the stated conversion price or pays a stock dividend or otherwise makes a distribution payable in shares of common stock, with the exception of any shares issued upon conversion or payment of dividend on this issuance, or other similar events such as stock splits or common stock reclassifications. Changes to the  conversion  price are  charged to  operations  and  included  in unrealized  gain  (loss)  relating  to  adjustment  of  derivative  and  to fair value of underlying securities.

The holders are entitled to receive a cumulative 10% dividend based on the stated value of $1,000 per share, payable on the calendar quarter in cash or in shares of its common stock with certain discounts, at the Company’s option.

Upon any liquidation, dissolution or winding-up of the Corporation,  the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to 120% of the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages owing thereon, for each share of Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

Series A – 10% Convertible Preferred Stock

As amended, the Company agreed to file a registration statement with the SEC to effect the registration of the shares of its common stock underlying the Series A 10% Convertible Preferred stock by April 15, 2008 and effective May 31st (or, in the event of a “full review” by the Commission, July 30th, or, if such “full review” includes comments from the Commission regarding the availability of Rule 415, August 31st).  If the Registration Statement is not filed and declared effective as described above, the Company will be required to pay liquidated damages in the form of cash to the holders of the Series A 10% Convertible Preferred stock defined as for each $5,000 of Stated Value of Preferred Stock being converted, $50 per Trading Day (increasing to $100 per Trading Day on the third Trading Day and increasing to $200 per Trading Day on the sixth Trading Day after such damages begin to accrue) for each Trading Day after such second Trading Day after the Share Delivery Date until such certificates are delivered.

The Company, after the effective date of the registration and with certain market conditions can force redemption, of the Series A 10% Convertible Preferred Stock.

As additional consideration for the purchase of the Series A 10% Preferred Stock, the Company granted to the holders warrants entitling it to purchase 5,178,947 common shares of the Company’s common stock at the price of $1.14 per share expiring five years from issuance, and exercisable after one year on a net cashless basis. 5,157,895 J Warrants were also issued at $1.235 per share expiring one year from issuance. In addition, J-A Warrants totaling 3,094,737 are issuable at $1.425 share, contingent on the exercise of the J Warrants. For accounting purposes they have the one-year life as they are linked to the J Warrants.  If the J Warrants are exercised, these warrants become 5-year warrants with a net cashless provision. None of the warrants are subject to the registration rights agreement described above.  

In accordance with Emerging Issues Task Force Issue 98-5, Accounting for Convertible Securities with a Beneficial Conversion Features or Contingently Adjustable Conversion Ratios (“EITF 98-5”), the Company recognized an imbedded beneficial conversion feature present in the Convertible Series A Preferred Stock. The Company allocated a portion of the proceeds equal to the fair value of that feature to warrant liability (see below). The Company recognized and measured an aggregate of $4,802,973 of the proceeds, which is equal to the intrinsic value of the imbedded beneficial conversion feature as a charge against current earnings. The fair value of the warrants was determined using the Black-Scholes Option Pricing Model with the following assumptions:  Dividend yield: $-0-; Volatility: 121.06%, risk free rate: from 3.37% to 3.64%.

F-17

NEWCARDIO, INC.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

NOTE 7- WARRANT LIABILITY

As described in Note 6 above, the Company issued warrants in conjunction with the sale of Series A Preferred stock.  These warrants contain a “fundamental transaction” clause that if while the warrant(s) are outstanding, the Company effects any merger or consolidation of the Company with or into another Person, or other similar transactions as defined in the agreement, the warrants holders can demand net cash settlement if certain conditions occur and in accordance with SFAS 150, the Company reclassified the fair value of the warrant from equity to a liability at the date of issuance.  Subsequent to the initial issuance date, the Company will be required to adjust to fair value the warrant as an adjustment to current period operations.

NOTE 8 – STOCKHOLDERS EQUITY

Series A – Convertible Preferred Stock

The series A – Convertible Preferred Stock was issued at founding by the accounting predecessor and was converted to common at the time of the recapitalization on December 27, 2007 (see below) one a one-to-one share basis.

The accounting predecessor was authorized to issue 4,563,206 shares of Series A preferred stock with a par value of $0.0001 per share.

In September 2004, the Company issued 4,563,206 shares of Series A preferred stock for incurred costs and services rendered at $0.01 per share.

In December 2007, in conjunction with the recapitalization, the Company issued 4,563,206 shares of common stock for a all the outstanding shares of Series A – Convertible Preferred Stock.

Common Stock

 The Company is authorized to issue 99,000,000 shares of common stock with a par value of $0.001 per share.

In September 2004, the Company issued 3,436,794 shares of its common stock to founders and consultants in exchange for services and intellectual property at $0.001 per share.

In November 2004, the Company issued 300,000 shares of its common stock in exchange for options exercised at $0.001 per share.

In March 2006, the Company issued 278,375 shares of its common stock for services rendered at $0.10 per share. All valuations of common stock issued for services were based upon value of the services rendered, which did not differ materially from the fair value of the Company’s common stock during the period the services were rendered.

In October 2006, the Company issued 75,000 shares of its common stock for services rendered at $0.10 per share. All valuations of common stock issued for services were based upon value of the services rendered, which did not differ materially from the fair value of the Company’s common stock during the period the services were rendered.

In June 2007, the Company sold 4,200,000 shares of its common stock at $0.02 per share for cash and for services rendered determined to be at $0.08 per share. All valuations of common stock issued for services were based upon value of the services rendered, which did not differ materially from the fair value of the Company’s common stock during the period the services were rendered.

In September 2007, the Company sold 1,475,631 shares of its common stock at $0.02 per share for cash and as deferred compensation determined to be at $0.10 per share. All valuations of common stock issued for services were based upon value of the services rendered, which did not differ materially from the fair value of the Company’s common stock during the period the services were rendered.

F-18

NEWCARDIO, INC.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

NOTE 9 -STOCK OPTIONS AND WARRANTS

Warrants

The following table summarizes the changes in warrants outstanding and related prices for the shares of the Company’s common stock issued to shareholders at December 31, 2007:

				Warrants Outstanding						Warrants Exercisable
				Weighted Average
		Number		Remaining Contractual		Weighted Average		Number		Weighted Average
Exercise Price		Outstanding		Life (years)		Exercise price		Exercisable		Exercise Price
$	0.10		2,592,000		2.47	$	0.10		2,592,000	$	0.10
	0.50		25,000		3.65		0.50		22,500		0.50
	0.95		604,211		4.99		0.95		604,211		0.95
	0.96		592,131		4.50		0.96		592,131		0.96
	1.14		5,178,947		4.99		1.14		5,178,947		1.14
	1.15		473,705		4.50		1.15		473,705		1.15
	1.235		5,157,895		.99		1.235		5,157,895		1.235
	1.425		3,094,737		.99		1.425		-		1.425

Transactions involving the Company’s warrant issuance are summarized as follows:

	Number of Shares		Weighted Average Price Per Share
Outstanding at December 31, 2005		2,592,000	$	0.10
Granted		20,000		0.50
Exercised		-		-
Canceled or expired		-		-
Outstanding at December 31, 2006		2,612,000		0.11
Granted		15,106,626		1.22
Exercised		-		-
Canceled or expired		-		-
Outstanding at December 31, 2007		17,718,626	$	1.06

Warrants granted during the period ended December 31, 2005 totaling 2,592,000 were issued in connection with the issuance of Series A-2 preferred stock. The warrants are exercisable until five years after the date of issuance at a purchase price of $0.10 per share. The warrants were valued using the Black Scholes option pricing method with the following assumptions:  dividend yield $0; volatility 141.5%; risk free interest rate: 3.84%.  The fair value of the warrants of $232,502 was charged to operations in the year ended December 31, 2005.

For the year ended December 31, 2006, warrants totaling 20,000 were issued in connection with debt financing. The warrants are exercisable until five years after date of issuance with a purchase price of $0.50 per share.  The warrants were valued using the Black Scholes option pricing method with the following assumptions:  dividend yield $-0-, volatility of 145.49% and risk free rate of 4.90%.  The Company recorded a debt discount related to the debt financing of $1,572 in the year ended December 31, 2006.

For the year ended December 31, 2007, warrants totaling 5,000 issued in connection with debt financing. The warrants are exercisable until five years after date of issuance with a purchase price of $0.50 per share.  The warrants were valued using the Black Scholes option pricing method with the following assumptions:  dividend yield $-0-, volatility of 77.81% and risk free rate of 4.81%.  The Company recorded a debt discount related to the debt financing of $86 in the year ended December 31, 2007.

For the year ended December 31, 2007, warrants totaling 1,065,836 issued in connection with convertible debentures. The warrants are exercisable until June 27, 2012 with 592,131 warrants with a purchase price of $0.96 per share and 473,705 warrants at $1.15 per share.  The warrants were valued using the Black Scholes option pricing method with the following assumptions:  dividend yield $-0-, volatility of 121.06% and risk free rate of 3.64%.  The Company recorded a debt discount related to the debt financing of $598,692 in the year ended December 31, 2007.

For the year ended December 31, 2007, warrants totaling 604,211 issued in connection with services rendered. The warrants are exercisable five years from the date of issuance with a purchase price of $0.95 per share.  The warrants were valued using the Black Scholes option pricing method with the following assumptions:  dividend yield $-0-, volatility of 121.06% and risk free rate of 3.64%.  The Company recorded a charge to operations of $355,034 in the year ended December 31, 2007.

F-19

NEWCARDIO, INC.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

NOTE 9 -STOCK OPTIONS AND WARRANTS (continued)

For the year ended December 31, 2007, warrants totaling 13,431,579 issued in connection with the issuance of the Series A – 10% convertible preferred stock. The general descriptions and the methods and assumptions of fair value are described below:

	Series A Warrants			Series J Warrants			Series JA Warrants
Number of warrants		5,178,947			5,157,895			3,094,737
Exercise price	$	1.14		$	1.235		$	1.425
Term	5 years			1 year			1 year (a)
Black Scholes Assumptions:
Dividend yield:		-0-	%		-0-	%		-0-	%
Volatility		121.06	%		121.06	%		121.06	%
Risk free rate:		3.64	%		3.37	%		3.37	%

(a)       Series JA warrants are only exercisable in the event that Series J warrants are exercised.  If Series J are exercised, Series JA warrant life extends to five years from date of issuance.

The Company recorded a charge to operations of $4,802,973 in conjunction in the year ended December 31, 2007.

Non-Employee Stock Options

The following table summarizes the changes in options outstanding and the related prices for the shares of the Company's common stock issued to non employees of the December 31, 2007:

		Options Outstanding						Options Exercisable
				Weighted Average
				Remaining		Weighted				Weighted
Exercise		Number		Contractual Life		Average Exercise		Number		Average Exercise
Prices		Outstanding		(Years)		Price		Exercisable		Price
$	0.001		10,000		6.74	$	0.001		10,000	$	0.001
	0.01		571,959		8.26		0.01		300,188		0.01
	0.22		215,000		9.86		0.22		107,708		0.22

Transactions involving stock options issued to non employees are summarized as follows:

	Number of Shares			Weighted Average Price Per Share
Outstanding at December 31, 2005:		913,106		$	0.006
Granted		439,500			0.01
Exercised		-			-
Canceled or expired		-			-
Outstanding at December 31, 2006:		1,352,606			0.007
Granted		480,000			0.16
Exercised		(821,500	)		(0.05	)
Canceled or expired		(214,147	)		(0.06	)
Outstanding at December 31, 2007:		796,959		$	0.07

During the year December 31, 2007, the Company granted 50,000 non employee stock options in connection with the issuance of convertible debentures with an exercise price of $0.02 per share expiring on November 30, 2007.  The fair value (determined based on the underlying security) of $4,055 is reflected as a debt discount and amortized over the term of the underlying debenture (See Note 5 above).

During the year December 31, 2007, the Company granted an aggregate of 430,000 non employee stock options in connection services rendered with exercise prices of i) 155,000 at $0.01 per share ii) 50,000 at $0.02 per share and iii) 275,000 at $0.22 per share.  The fair values of the vested options were determined using the Black Scholes option pricing model with the following assumptions:

Dividend yield:	-0-%
Volatility	116.36% to 140.79%
Risk free rate:	4.04% to 5.03%

The fair value of all non-employee options vesting in the year ended December 31, 2007 of $31,397 was charged to current period operations.

F-20

NEWCARDIO, INC.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

NOTE 9 -STOCK OPTIONS AND WARRANTS (continued)

Employee Stock Options

The following table summarizes the changes in options outstanding and the related prices for the shares of the Company's common stock issued to employees of the Company under a non-qualified employee stock option plan at December 31, 2007:

		Options Outstanding						Options Exercisable
				Weighted Average
				Remaining		Weighted				Weighted
Exercise		Number		Contractual  Life		Average Exercise		Number		Average Exercise
Prices		Outstanding		(Years)		Price		Exercisable		Price
$	0.001		100,000		6.73	$	0.001		81,250	$	0.001
	0.01		270,000		8.53		0.01		37,709		0.01
	0.02		880,000		9.19		0.02		880,000		0.02
	0.22		1,750,000		9.90		0.22		97,223		0.22

Transactions involving stock options issued to employees are summarized as follows:

	Number of Shares			Weighted Average Price Per Share
Outstanding at December 31, 2005:		100,000		$	0.001
Granted		350,000			0.01
Exercised		-			-
Canceled or expired		-			-
Outstanding at December 31, 2006:		450,000			0.004
Granted		2,630,000			0.22
Exercised		(80,000	)		0.01
Canceled or expired		-			-
Outstanding at December 31, 2007:		3,000,000		$	0.14

During the year ended December 31, 2006, the Company granted 350,000 employee stock options with an exercise price of $0.01 expiring ten years from issuance.  The fair value (determined based on the underlying security) of the vested options of $26,870 was charged to current period earnings.

During the year ended December 31, 2007, the Company granted 2,630,000 stock options with an exercise price of $0.02 to $0.22 per share expiring ten years from issuance.  The fair value was determined using the Black Scholes option pricing model with the following assumptions:

Dividend yield:	-0-%
Volatility	116.36% to 125.34%
Risk free rate:	3.94% to 4.59%

The fair value of all employee options vesting in the year ended December 31, 2007 of $170,027 was charged to current period operations.

NOTE 10—INCOME TAXES

At December 31, 2007, the Company had federal and state net operating loss carry forwards that begin to expire in 2024. As of December 31, 2007 The Company had a federal net operating loss carry forward available was approximately $9.3 million. Due to the uncertainty of its ability to utilize the deferred tax assets relating to the loss carry forwards and other temporary differences between tax and financial reporting purposes, the Company has recorded a valuation allowance equal to the related deferred tax assets. If the Company continues to generate U.S. taxable income in future periods, reversal of this valuation allowance could have a significant positive impact on net income. As a result of the existence of the valuation allowance, no tax provision was required for the year ended December 31, 2007, except for certain state and local taxes which are not based on current earnings.

F-21

NEWCARDIO, INC.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

NOTE 10 – INCOME TAXES (continued)

In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, treatment of interest and penalties, and disclosure of such positions. Effective January 1, 2007, the Company adopted the provisions of FIN 48, as required. As a result of implementing FIN 48, there has been no adjustment to the Company’s financial statements and the adoption of FIN 48 did not have a material effect on the Company’s consolidated financial statements for the year ending December 31, 2007.

Income tax expense for the years ended December 31, 2007 and 2006 are comprised of State taxes which primarily are not based on earnings.  No other income taxes were recorded on the earnings in 2007 as a result of the utilization of the carry forwards.  All or portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits.

At December 31, 2007, the significant components of the deferred tax assets (liabilities) are summarized below:

Net operating loss carry forwards	$	9,300,000
Subtotal		9,300,000
Less valuation allowance		(9,300,000	)
Balance	$	—

NOTE 11 -COMMITMENTS AND CONTINGENCIES

Consulting Agreements

The Company has consulting agreements with independent contractors, certain of whom are also Company stockholders. Of those two are former directors of the Company. We incurred $543,000 ($139,000 in cash compensation, plus the fair value of equity and option grants) and $49,000 in fees and expenses to these individuals for the years ended December 31, 2007 and 2006 respectively, in a consulting role.  They were involved in R&D (clinical trials) and business development. The Agreements are generally short term and milestones based and include cash compensation, equity compensation or a combination thereof.

Operating Lease Commitments

The Company leases office space on a month to month basis at $2,400 at per month.

Litigation

The Company is subject to other legal proceedings and claims, which arise in the ordinary course of its business.  Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.  There was no outstanding litigation as of December 31, 2007.

NOTE 12 – SUBSEQUENT EVENTS

Effective January 23, 2008, Richard D. Brounstein was appointed as the company’s Chief Financial Officer and Secretary and on March 18, 2008 he was also appointed Executive Vice President. 

On February 6, 2008, the Company entered into an amendment to the Securities Purchase Agreement, dated as of December 27, 2007 (the “Securities Purchase Agreement”), with certain of the purchaser signatories thereto, pursuant to which the Company clarified that only purchasers who invested at least $2,000,000 in Series A Preferred Stock (the “Series A Preferred”) pursuant to the Securities Purchase Agreement have a right to receive Series J Common Stock Purchase Warrants (the “Series J Warrants”) and Series J-A Common Stock Purchase Warrants (the “Series J-A Warrants”).  The total number of Series J Warrants and Series J-A Warrants issued pursuant to the Securities Purchase Agreement did not change.

On February 6, 2008, the Company entered into an amendment to the Registration Rights Agreement, dated as of December 27, 2007 (the "Rights Agreement"), with certain of the purchaser signatories thereto, pursuant to which the Company remain obligated to register the Series A Preferred only.  The Company is no longer obligated to register the Series A Common Stock Purchase Warrants issued pursuant to the Securities Purchase Agreement, the Series J Warrants or the Series J-A Warrants.

Effective March 18, 2008, Mark Kroll, PhD was elected as a member and chairman of the board of directors and Patrick Maguire, M.D., Ph.D. was elected as a member of the board of directors.

F-22