MIT Holding 10-Q 2008 Q2 Quarterly report

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

OR

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

Commission File No: 333-13679

MIT HOLDING, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	20-5068091
(State or other jurisdiction of incorporation or organization)	I.R.S. Employer ID No)

37 West Fairmont Ave., Suite 202, Savannah, GA 31406

(Address of principal executive office) (Zip Code)

Registrant's telephone number: (912) 925-1905

N/A

Former name, former address and former fiscal year,

(if changed since last report)

        Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x     No ࿠

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

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

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ࿠   No x

The number of shares of common stock, no par value per share, outstanding as of August 13, 2008 was 48,744,634.

MIT HOLDING, INC.

FORM 10-Q

QUARTERLY PERIOD ENDED March 31, 2008

INDEX

TABLE OF CONTENTS

		Page
	PART I - FINANCIAL INFORMATION
Item 1:	Financial Statement	F-1 - F-21
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4T:	Controls and Procedures	6
	PART II - OTHER INFORMATION
Item 1:	Legal Proceedings	7
Item 1A:	Risk Factors	7
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3:	Defaults Upon Senior Securities	7
Item 4:	Submission of Matters to a Vote of Security Holders	7
Item 5:	Other Information	7
Item 6:	Exhibits	7

INDEX TO FINANCIAL STATEMENTS

Page

Financial Statements

Consolidated Balance Sheets as of June 30, 2008 (Unaudited) and December 31, 2007	F-2
Consolidated Statements of Operations for the six months ended June 30, 2008 and 2007 (Unaudited)	F-3
Consolidated Statements of Operations for the three months ended June 30, 2008 and 2007 (Unaudited)	F-4
Consolidated Statements of Cash Flows for the six months ended June 30, 2008 and 2007 (Unaudited)	F-5
Notes to Financial Statements	F-6 - F-21

F-1

MIT HOLDING, INC.

CONSOLIDATED BALANCE SHEETS

	June 30, 2008		December 31, 2007
ASSETS	Unaudited
CURRENT ASSETS
Cash and cash equivalents	$	99,238	$	51,404
Accounts receivable		3,451,984		3,082,915
Inventory		226,963		260,752
Prepaid expenses		137,060		0
Notes receivable		88,961		59,255
Total current assets		4,004,206		3,454,326
PROPERTY AND EQUIPMENT, net		29,966		32,983
OTHER ASSETS
Minority investment in foreign corporation		1,933,200		1,933,200
Healthcare reserve		1,571,228		1,571,228
Non-compete agreement, net		156,668		163,334
Total other assets		3,661,096		3,667,762
TOTAL ASSETS	$	7,695,268	$	7,155,071
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	3,235,342	$	2,148,500
Income taxes payable		71,487		41,156
Litigation settlement payable		0		101,209
Notes payable-NHC		433,490		999,161
Notes payable-bank-installment loans		34,987		34,987
Notes payable-bank-lime of credit		277,750		277,750
Notes payable-legal fees		175,000		175,000
Total current liabilities		4,228,056		3,777,763
LONG-TERM LIABILITIES
Notes payable-shareholders		62,000		0
Notes payable-banks		55,384		75,615
Total long-term liabilities		117,384		75,615
STOCKHOLDERS’ EQUITY
Preferred stock, $0.000001 par value; 5,000,000 shares authorized, 3,490.39 and 3,530.39 shares issued and outstanding at June 30, 2008 and December 31, 2007		0		0
Common stock, $0.000001 par value; 250,000,000 shares authorized, 48,719,634 and 46,145,134 shares issued and outstanding at June 30, 2008 and December 31, 2007		46		46
Additional paid-in-capital		1,798,390		1,798,390
Retained Earnings		1,551,392		1,503,257
Total stockholders’ equity		3,349,828		3,301,693
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,695,268	$	7,155,071

The accompanying notes are an integral part of these statements.

F-2

MIT HOLDING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2008 and 2007

UNAUDITED

	June 30, 2008		June 30, 2007
Revenue:
Sales and services rendered	$	5,379,592	$	5,605,979
International sales		0		2,416,500
Total revenue		5,379,592		8,022,479
Cost of medical supplies		3,303,474		3,723,920
Gross profit		2,076,118		4,298,559
Operating Expenses
Salaries and payroll cost		1,114,005		1,440,553
Selling, general and administrative		784,809		862,239
Depreciation and amortization		14,833		10,667
Total operating expenses		1,913,647		2,313,459
Net income from operations		162,471		1,985,100
Other expenses-interest		89,539		20,853
Net income before provision for income taxes		72,932		1,964,247
Provision for income taxes		24,797		667,844
Net income	$	48,135	$	1,296,403
Net income per share from continuing operations:
Basic and diluted	$	.00	$	.04
Weighted average number of shares outstanding:
Basic and diluted		48,689,634		32,034,565

The accompanying notes are an integral part of these statements

F-3

MIT HOLDING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2008 and 2007

UNAUDITED

	June 30, 2008		June 30, 2007
Revenue:
Sales and services rendered	$	2,606,232	$	2,802,885
International sales		0		2,416,500
Total revenue		2,606,232		5,219,385
Cost of medical supplies		1,484,121		2,244,897
Gross profit		1,122,111		2,974,488
Operating Expenses
Salaries and payroll cost		659,286		894,922
Selling, general and administrative		339,119		442,053
Depreciation and amortization		7,416		5,334
Total operating expenses		1,005,821		1,342,309
Net income from operations		116,290		1,632,179
Other expenses-interest		80,270		8,554
Net income before provision for income taxes		36,020		1,623,625
Provision for income taxes		19,263		552,033
Net income	$	16,757	$	1,071,592
Net income per share from continuing operations:
Basic and diluted	$	.00	$	.03
Weighted average number of shares outstanding:
Basic and diluted		48,704,634		37,938,458

The accompanying notes are an integral part of these statements

F-4

MIT HOLDING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007

UNAUDITED

	June 30, 2008			June 30, 2007
OPERATING ACTIVITIES
Net income	$	48,135		$	1,296,403
Adjustments for noncash and nonoperating items:
Depreciation and amortization		14,833			10,667
Issuance of common stock for consulting fees and conv. notes		0			(943,665	)
Changes in operating assets and liabilities:
Receivables		(369,069	)		414,234
Receivables international		0			(2,416,500	)
Inventory		33,789			6,232
Prepaid expenses		(137,060	)		0
Healthcare reserve		0			(1,879,225	)
Notes receivable		(29,706	)		(17,955	)
Accounts payable and accrued expenses		1,086,842			(523,510	)
Litigation payable		(101,209	)		(235,000	)
Notes payable		0			878,293
Income taxes payable		30,331			615,110
Cash provided (used) by operating activities		576,886			(2,794,916	)
INVESTING ACTIVITIES
Capital expenditures		(5,150	)		(22,597	)
Cash (used) by investing activities		(5,150	)		(22,597	)
FINANCING ACTIVITIES
Proceeds from notes		62,000			0
Proceeds from issuance of preferred stock		0			4,234,392
Payments on loans		(585,902	)		(918,932	)
Cash provided (used) by financing activities		(523,902	)		3,315,460
NET INCREASE IN CASH		47,834			497,947
CASH BALANCE BEGINNING OF PERIOD		51,404			40,227
CASH BALANCE END OF PERIOD	$	99,238		$	538,174
Supplemental Disclosures:
Interest		89,539			20,853
Taxes		24,797			667,844

The accompanying notes are an integral part of these statements

F-5

MIT HOLDING, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

June 30, 2008

NOTE A - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Nature of Operations/ Basis of Presentation

Nature of Operations

MIT Holding, Inc., a Delaware corporation, is a holding company. Through three wholly-owned subsidiaries MIT distributes wholesale pharmaceuticals, administers intravenous infusions, operates an ambulatory center where therapies are administered and sells and rents home medical equipment.

Medical Infusion Technologies, Inc. was incorporated in November 1991 in the state of Georgia. On July 6, 2006, an agreement and plan of merger was made between MIT Holding, Inc., a Delaware corporation, Medical Infusion Technologies, Inc., and MIT Acquisition A, Inc. By this agreement, MIT Holding, Inc. became the parent company and Medical Infusion Technologies, Inc.and Ambulatory Care, Inc., the wholly-owned subsidiaries.

MIT Holding, Inc. Mergers with Convention All Holdings, Inc.

Our Company was formerly known as Convention All Holdings, Inc. and, in May 2, 2007, we acquired a 100% ownership interest in MIT Holding, Inc. through a merger of MIT Holding, Inc. with and into MIT CVAH Acquisition Corp, a newly formed Delaware corporation and wholly-owned subsidiary, in exchange for 32,886,779 shares of our common stock. In addition, 9,738,860 shares of common stock of MIT are issuable to the holders of 6% Series A Convertible Preferred Stock (“Series A Preferred Stock”) upon conversion of the Series A Preferred and 9,738,860 shares of common stock are issuable to the holders of certain warrants issued in conjunction with the Series A Preferred Stock at an exercise price of $0.75 per share (the “Warrants”) issued in a private placement by MIT as of May 31, 2007. Simultaneously with the Merger, the company formerly known as MIT Holding, Inc. changed its name to Medical Infusion Group, Inc., and we changed our name to MIT Holding, Inc. As a result of the Merger, we now own 100% of Medical Infusion Group, Inc., which, in turn, continues to own 100% of the issued and outstanding shares of capital stock of MIT Ambulatory Care Center, Inc., a Georgia corporation ("Ambulatory"), Medical Infusion Technologies, Inc., a Georgia corporation (“Infusion”) and MIT International Distribution, Inc. (“MIT International”).

F-6

MIT HOLDING, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

June 30, 2008

NOTE A - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basis of Presentation

The accompanying interim unaudited condensed financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements and in the opinion of management contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of June 30, 2008, and the results of operations for the six months and three months ended June 30, 2008 and 2007, and cash flows for the six months ended June 30, 2008 and 2007. These results have been determined on the basis of accounting principles generally accepted in the United States and applied consistently as those used in the preparation of the Company's 2007 Annual Report on Form 10-K.

2. Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market (net realizable value). They consist mainly of pharmaceutical supplies and medical equipment.

3. Cash Equivalents

Investments having an original maturity of 90 days or less that are readily convertible into cash are considered cash equivalents. The Company has no cash equivalents as of June 30, 2008 and December 31, 2007.

4. Property and Equipment

Property and equipment are stated at cost and are depreciated principally on methods and at rates designed to amortize their costs over their estimated useful lives.

F-7

MIT HOLDING, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

June 30, 2008

NOTE A - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

4. Property and Equipment (continued)

The estimated service lives of property and equipment are principally as follows:

Furniture and fixtures	5- 7 years
Computer equipment	3- 7 years
Vehicles	5- 7 years

Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized.

Asset Impairments:

The company regularly reviews its investments and other assets that include the extent to which carrying value exceeds its related market value, the financial condition of the investee, and the intent and ability to retain the investment for a sufficient period of time to allow for recovery of the market value of the investments.

5. Factored Accounts Receivable and Factoring Agreement.

The Company amended the purchase agreement with NHC that was executed in May 2005 whereby NHC purchased from MIT the rights to all our accounts receivable. Over 95% of our revenues are subject to the agreement with NHC. As of December 31, 2007, $3,082,915 in receivables were subject to this agreement.

In April 2007, MIT and NHC entered into a revolving line of credit to replace the receivable purchase agreement. The initial facility amount is $2,000,000, with the facility increasing in increments of $400,000 at such time as MIT’s outstanding balance exceeds 85% of the then existing amount outstanding under the facility. This credit agreement with NHC is personally guaranteed by Mr. Parker. This agreement replaced the purchase agreement with NHC executed in May 2005.

On April 4, 2008, we received a letter from Northern indicating that Northern considered MIT in default of its obligations under the credit agreement, and declaring all amounts under the credit

F-8

MIT HOLDING, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

June 30, 2008

NOTE A - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

5. Factored Accounts Receivable and Factoring Agreement. (continued)

agreement due and payable in full immediately. Subsequent to this letter, we have continued to pay down the credit line and as of August 1, 2008, the loan had been paid off in its entirety. The balance at December 31, 2007 was $999,161; as of June 30, 2008 was $433,490.

Health Care Reserve:

Health care reserves are all of the factored receivables returned to the Company that will be owned, maintained, managed and controlled by MIT. Due to insurance adjustments and final settlement of these receivables, the Company views these accounts as collectible over an extended period of time.

6. Revenue Recognition

Sales and services are recorded when products are delivered to the customers. Provision for discounts, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. In instances where products are configured to customer requirements, revenue is recorded upon the successful completion of the Company’s final test procedures.

F-9

MIT HOLDING, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

June 30, 2008

NOTE A - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

7. Advertising Cost

Advertising cost is expensed as incurred. Advertising expense totaled $ 12,609 for the six months ended June 30, 2008 and $ 44,033 for the six months ended June 30, 2007.

8. Recent Accounting Pronouncements

New accounting statements issued, and adopted by the Company, include the following:

In February 2007, the Financial Accounting Standards Board issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. SFAS No. 159 amends SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of SFAS No. 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. SFAS No. 159 applies to all entities, including not-for-profit organizations. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 applies to all entities with available-for-sale and trading securities. Some requirements apply differently to entities that do not report net income. This statement is effective as of the beginning of each reporting entity’s first fiscal year that begins after November 15, 2007. The Company has not yet determined the effect of SFAS No. 159 on its financial position, operations or cash flows.

F-10

MIT HOLDING, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

June 30, 2008

NOTE A - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

8. Recent Accounting Pronouncements (continued)

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations.” It will require an acquirer to recognize, at the acquisition date, the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at their full fair values as of that date. In a business combination achieved in stages (step acquisitions), the acquirer will be required to remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and recognize the resulting gain or loss in earnings. The acquisition-related transaction and restructuring costs will no longer be included as part of the capitalized cost of the acquired entity but will be required to be accounted for separately in accordance with applicable generally accepted accounting principles in the U.S. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements.” The statement clarifies the definition of a non-controlling (or minority) interest and requires that non-controlling interests in subsidiaries be reported as a component of equity in the consolidated statement of financial position and requires that earnings attributed to the non-controlling interests be reported as part of consolidated earnings and not as a separate component of income or expense. However, it will also require expanded disclosures of the attribution of consolidated earnings to the controlling and non-controlling interests on the face of the consolidated income statement. SFAS No. 160 will require that changes in a parent’s controlling ownership interest, that do not result in a loss of control of the subsidiary, are accounted for as equity transactions among shareholders in the consolidated entity therefore resulting in no gain or loss recognition in the income statement. Only when a subsidiary is deconsolidated will a parent recognize a gain or loss in net income. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008, and will be applied prospectively except for the presentation and disclosure requirements that will be applied retrospectively for all periods presented. The Company is currently evaluating the impact of SFAS No. 160 to its financial position and results of operations.

F-11

MIT HOLDING, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

June 30, 2008

NOTE A - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

8. Recent Accounting Pronouncements (continued)

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS No. 161”). SFAS No. 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. The provisions of SFAS No. 161 are effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company does not expect the provisions of SFAS No. 161 to have a material impact on the financial statements.

9. Estimates

Preparing the Company’s financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-12

MIT HOLDING, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

June 30, 2008

NOTE B—GOING CONCERN

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. Although we had revenues of $ 12,680,741 for the year 2007 and had receivables of $ 3,082,915 as of December 31, 2007, and revenues of $ 5,379,592 for the six months ended June 30, 2008, our inability to achieve sufficient collections on our revenues has created a liquidity challenge that raises doubt about our ability to continue as a going concern. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders. (See Note-G)

The accompanying financial statements do not include any adjustments related to the recoverability of classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

NOTE C - SHORT-TERM AND LONG-TERM DEBT OBLIGATIONS

The Company’s short-term and long-term debt at December 31, 2007 are as follows:

	Current		Long-term		Total
The Coastal Bank-credit line	$	277,750		0	$	277,750
The Coastal Bank-installments		34,987		75,615		110,602
NHC Note		999,161		0		999,161
Legal fees note		175,000		0		175,000
Total	$	1,486,898		75,615	$	1,562,513

The Coastal Bank notes consist of five notes with principal balances of $54,806, $39,051, $15,642, $1,103, and $277,500 at December 31, 2007. All notes are secured by all business assets of the Company with interest rates from 5% to 7%.

F-13

MIT HOLDING, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

June 30, 2008

NOTE C - SHORT-TERM AND LONG-TERM DEBT OBLIGATIONS (continued)

The Company’s short-term and long-term debt at June 30, 2008 are as follows:

	Current		Long-term		Total
The Coastal Bank-credit line	$	277,750		0	$	277,750
The Coastal Bank-installments		34,987		55,384		90,371
NHC Note		433,490		0		433,490
Legal fees note		175,000		0		175,000
Total	$	921,227		55,384	$	976,611

The Coastal Bank notes consist of four notes with principal balances of $45,529, $33,597, $11,245, and $277,500 at June 30, 2008. All notes are secured by all business assets of the Company with interest rates from 5% to 7%.

NOTE D - RELATED PARTY TRANSACTIONS

The Company and Mr. Parker have entered into an employment agreement for a term of five years commencing June 2006. The employment agreement provides for a base salary of $250,000 (exclusive of housing and expense allowances), with bonuses to be determined annually by the Board of Directors.

Mr. Parker executed a guaranty on August 1, 2008 with respect to the Company’s obligations to Globank Inc. under the promissory note in the principal amount of $500,000.

F-14

MIT HOLDING, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

June 30, 2008

NOTE E - OPERATING SEGMENTS

The Company has four principal operating segments, which are as follows:

· Medical Infusion Technologies-“MIT”

· MIT Wholesale-“Wholesale”

· Medical Infusion Tech,DME-“DME”

· MIT Ambulatory Care Center-“Ambulatory Care”

“MIT” is a provider of intravenous therapies to patients at their home, at a designated facility, or at the Company’s office facilities. MIT’s primary product lines are centered upon infusion therapy.

“Wholesale” primarily aims at a network of hard to find pharmaceuticals. It concentrates in sales on rare products in the pharmaceutical industry.

“DME” carries the gamut of durable medical equipment and supplies.

“Ambulatory Care” administers the intravenous therapies to patients.

The following tables show the operations of the Company’s reportable segments:

For the six months ended June 30,

	Medical Infusion and MIT		Wholesale/ International		Ambulatory Care		DME		Combined
2008
Revenue	$	1,705,818	$	739,568	$	2,451,005	$	483,201	$	5,379,592
Interest expense		89,539		0		0		0		89,539
Depreciation & amortization		14,833		0		0		0		14,833
2007
Revenue	$	1,652,064	$	4,140,501	$	1,910,677	$	319,237	$	8,022,479
Interest expense		20,853		0		0		0		20,853
Depreciation & amortization		10,667		0		0		0		10,667

F-15

MIT HOLDING, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

June 30, 2008

NOTE F - NON-COMPETE PROVISION (RESTRICTIVE COVENANT)

On May 10, 2005, the Company entered into two non-compete agreements with Arlene Wihelm and Dexter Truax. These agreements were amended as of December 20, 2006 as follows:

Pursuant to the initial agreement, Arlene Wilhelm and Dexter Truax were granted an equity ownership in MIT Holdings, Inc., a Nevada Corporation with offices at 37 West Fairmont Avenue, Suite 202, Savannah, Georgia, equivalent to five per cent of the outstanding common stock of MIT. In addition, when the Company completed its plan to become publicly traded, Arlene Wilhelm was to receive additional compensation of five hundred thousand dollars and Dexter Truax will receive two hundred thousand dollars payable on a structured installment through the year 2008 of MIT receiving its net proceeds of the public offering.

The above amendments on December 20, 2006, to the employment agreements dated May 10, 2005, constitute the repurchase of common stock from Dexter Truax and Arlene Wilhelm of 20,000 common shares of the Company and the re-issuance of 1,050,000 shares of common stock of the Company, respectively.

On June 7, 2007, the Company and Ms. Wilhelm executed another amendment to her employment agreement which provides that, the Company will issue her 312,500 shares of common stock of the Company, and on May 10, 2010, cash or common stock, at the option of the Company, equal to the amount, if any, by which $625,000 exceeds the sum of (i) the market value of these 312,500 shares issued to Ms. Wilhelm on June 7, 2007 which she holds on May 10, 2010, and (ii) the amount of proceeds, if any, she received upon the sale of any of the 312,500 shares. Market value of the shares is to be determined at the discretion of the Compensation Committee of the Board of Directors, if any, and should a Compensation Committee not exist, by the Board of Directors.

NOTE G - COMMITMENTS AND CONTINGENCIES

The following is a description of the Company’s contingent commitments at June 30, 2008:

On April 4, 2008, we received a letter from Northern indicating that Northern considered MIT in default of its obligations under the credit agreement, and declaring all amounts under the credit agreement due and payable in full immediately. Subsequent to this letter, we received oral assurances from Northern that they would continue to fund MIT for an additional 60 days from April 4. During this period, MIT continued to pay down its obligations on a weekly basis in agreement with Northern Healthcare. The

F-16

MIT HOLDING, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

June 30, 2008

NOTE G- COMMITMENTS AND CONTINGENCIES (continued)

balance at June 30, 2008 was $433,000 including interest charges to date. On August 1, 2008 the remaining amounts due were repaid in their entirety upon receipt of funding on a new debt instrument from Globank, Inc. of $500,000. The new loan was obtained on August 1, 2008 from Globank, Inc. with interest payments monthly for $25,000. (5%) beginning on September 1, 2008. The term of the loan is for 24 months and is secured by the assets of the company and guaranteed by Mr. William C. Parker.

The following are the key terms of MIT’s lease agreements:

· The lease on the facility located at 115B Echols St., Savannah, GA was entered into January 1, 2007 and expires January 1, 2009. The rent is $3800 per month. This lease is personally guaranteed by William C. Parker, Chairman of the Board.

· MIT leases two suites in the facility located at 37 W. Fairmont Avenue, Savannah, GA. The leases for Suites 202 and 204 each commenced November 1, 2004, for a term of 36 months. The monthly rent on Suite 202 is $1360, and the monthly rent on Suite 204 is $1123.. This lease is personally guaranteed by William C. Parker.

· The lease on the facility located at 393 EH Court, Brunswick, GA was entered into in April 2006, for a term of 24 months. Monthly rent for the initial 12 months was $1500, and for the next 12 months is $1545. This lease is guaranteed by William C. Parker. This lease was terminated in January 2008 with the closing of the Brunswick location.

Stock-Based Compensation Plan:

On June 7, 2007 the Board of Directors approved the 2007 Stock Incentive Plan (the "Plan") covering 5,000,000 shares. The shareholders subsequently approved the Plan. The shares underlying the Plan are restricted. The Plan is identical to MIT’s 2006 Stock Incentive (which was adopted by which was adopted by Medical Infusion Group (the former MIT Holding Inc.) prior to the Merger) in all material respects, other than that the 2006 Stock Incentive Plan covers 7,000,000 shares. All awards under the 2006

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MIT HOLDING, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

June 30, 2008

NOTE G- COMMITMENTS AND CONTINGENCIES (continued)

Stock-Based Compensation Plan:

Stock Incentive Plan were exchanged for awards under the Plan effective upon the Company’s May 2, 2007 merger with Medical Infusion Group, Inc.

The Plan is intended to benefit the stockholders of the Company by providing a means to attract, retain and reward individuals who can and do contribute to the longer-term financial success of the Company. Further, the recipients of stock-based awards under the Plan should identify their success with that of the company's shareholders and therefore will be encouraged to increase their proprietary interest in the Company. The Compensation Committee administers the Plan.

NOTE H- MINORITY INTEREST IN FOREIGN CORPORATION

On December 20, 2007 we entered into a business development and consulting agreement with Miura Enterprises, S.A. (“Miura”) of the Dominican Republic whereby we exchanged the account receivable from our Dominican customer for an 18% equity ownership in Miura. One of Miura’s tasks is to assist the Company in the collection of this account receivable. We will receive up to 80% of the amount collected. As of December 31, 2007, we have valued the account receivable and our equity interest in Miura at $1,933,200. The original accounts receivable was in the amount of $2,416,500. There has been no impairment of the minority interest for the six months ended June 30, 2008, although no monies have been collected on the original accounts receivable.

NOTE I - SUBSEQUENT EVENTS

Subsequent to the date of our financial statements, several litigation cases are in the process aggregating $304,000. WHAT IS THE SOURCE OF THIS $304,000. The Company believes these will be settled with no material impact.

On August 1, 2008, the Company borrowed $500,000 from Globank, Inc. The loan bears interest at the rate of 60% per year, with monthly payments of interest only of $25,000 beginning on September 1, 2008. The term of the loan is for 24 months, is not prepayable and is secured by all of the assets of the Company. The Globank note is guaranteed by Mr. William C. Parker and each of the Company’s subsidiaries. The proceeds of the loan were used to repay Northern Healthcare in full, pay a portion of the loan due Coastal Bank, pay certain suppliers and settle certain outstanding litigation.

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Item 2. Management's Discussion and Analysis

The statements contained in this 10QSB, are not purely historical statements, but rather include what we believe are forward-looking statements. The forward-looking statements are based on factors set forth in the following discussion. Our actual results could differ materially from results anticipated in these forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.

Overview

Through its subsidiaries, MIT distributes wholesale drugs, prepares intravenous medication for home infusion by the patient, operates an ambulatory center where intravenous infusions are administered and sells and rents home medical equipment. MIT is based in Savannah, Georgia and operates an ambulatory care center in that area

Critical Accounting Policies

Management's discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, impairment of long-lived assets, including finite lived intangible assets, accrued liabilities and certain expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

Our significant accounting policies are summarized in Note 1 to our audited financial statements for the year ended December 31, 2007. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market (net realizable value). They consist mainly of pharmaceutical supplies and medical equipment.

Factored Accounts Receivable and Factoring Agreement.

Mr. Parker amended the purchase agreement with NHC that was executed in May 2005 whereby NHC purchased from MIT the rights to all our accounts receivable. Over 95% of our revenues are subject to the agreement with NHC. As of December 31, 2007, $3,082,915 in receivables was subject to this agreement.

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In April 2007, MIT and NHC entered into a revolving line of credit to replace the receivable purchase agreement. The initial facility amount is $2,000,000, with the facility increasing in increments of $400,000 at such time as MIT’s outstanding balance exceeds 85% of the then existing amount outstanding under the facility. This credit agreement with NHC is personally guaranteed by Mr. Parker. This agreement replaced the purchase agreement with NHC executed in May 2005.

On April 4, 2008, we received a letter from Northern indicating that Northern considered MIT in default of its obligations under the credit agreement, and declaring all amounts under the credit agreement due and payable in full immediately. Subsequent to this letter, we have continued to pay down the credit line and as of August 1, 2008, the loan had been paid off in its entirety. The balance at March 31, 2008 was $1,307,356; as of June 30, 2008 was $433,490.

Reserve Account:

In connection, with the May 2005 factoring agreement, NHC established a reserve account that will be owned, maintained, managed and controlled by NHC and the Company shall have no legal or equitable interest therein. NHC furnishes the Company a regular accounting of the reserve account on or about the 15^th day of each month, for the preceding month, beginning no later than 90 days following the initial closing date of May 14, 2005.

Health Care Reserve

Health care reserves are all of the factored receivables returned to the Company that are owned, maintained, managed and controlled by MIT.

Revenue Recognition

Sales and services are recorded when products are delivered to the customers. Provision for discounts, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. In instances where products are configured to customer requirements, revenue is recorded upon the successful completion of the Company’s final test procedures.

Advertising Cost

Advertising cost is expensed as incurred.

Estimates

Preparing the Company’s financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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New Accounting Pronouncements

New accounting statements issued, and adopted by the Company, include the following:

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. We are currently evaluating the impact on our consolidated financial statements of SFAS 157, which will become effective for us on January 1, 2008 for financial assets and January 1, 2009 for non-financial assets.

In February 2007, the Financial Accounting Standards Board issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. SFAS No. 159 amends SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of SFAS No. 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. SFAS No. 159 applies to all entities, including not-for-profit organizations. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 applies to all entities with available-for-sale and trading securities. Some requirements apply differently to entities that do not report net income. This statement is effective as of the beginning of each reporting entity’s first fiscal year that begins after November 15, 2007. The Company has not yet determined the effect of SFAS No. 159 on its financial position, operations or cash flows.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations.” It will require an acquirer to recognize, at the acquisition date, the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at their full fair values as of that date. In a business combination achieved in stages (step acquisitions), the acquirer will be required to remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and recognize the resulting gain or loss in earnings. The acquisition-related transaction and restructuring costs will no longer be included as part of the capitalized cost of the acquired entity but will be required to be accounted for separately in accordance with applicable generally accepted accounting principles in the U.S. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements.” The statement clarifies the definition of a non-controlling (or minority) interest and requires that non-controlling interests in subsidiaries be reported as a component of equity in the consolidated statement of financial position and requires that earnings attributed to the non-controlling interests be reported as part of consolidated earnings and not as a separate component of income or expense. However, it will also require expanded disclosures of the attribution of consolidated earnings to the controlling and non-controlling interests on the face of the consolidated income statement. SFAS No. 160 will require that changes in a parent’s controlling ownership interest, that do not result in a loss of control of the subsidiary, are accounted for as equity transactions among shareholders in the consolidated entity therefore resulting in no gain or loss recognition in the income statement. Only when a subsidiary is deconsolidated will a parent recognize a gain or loss in net income. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008, and will be applied prospectively except for the presentation and disclosure requirements that will be applied retrospectively for all periods presented. The Company is currently evaluating the impact of SFAS No. 160 to its financial position and results of operations.

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Results of Operations

Comparison of six months ended June 30, 2008 to three months ended June 30, 2007.

Revenues

Consolidated revenues for the quarter ended June 30, 2008 were $5,379,392, as compared to $8,022,479 for the six months ended June 30, 2007, representing a decrease of $2,642,887 or 32.7%. Consolidated cost of sales for the six months ended June 30, 2008 were $3,303,338 or 61.4% of sales as compared to cost of sales for the previous period ended June 30, 2007 of $3,476,688 or 43.3% of sales. This resulted in a gross profit for the period of $2,076,254 or 38.6% as compared to gross profit for the same period in 2007 of $4,545,791or 56.6%. The decrease in our consolidated revenues for the period were the result of lack of sustained sales for International Operations and decreased volume in sales in the Wholesale Division. The decrease in the costs of good sold for the period were due to reduced sales in International and Wholesale adversely affected somewhat by increased costs primarily associated with the Wholesale activity for the period due to insufficient operating funds during the first half to purchase supplies on the open market at more competitive prices. The lack of operating funds and reduced profit margins in the sale of IVIG has caused the Company to reduce its efforts in wholesale sales of pharmaceutical products, both domestically and internationally, and focus more on the medical infusion and ambulatory care operations at its remaining location in Savannah, Georgia.

The Company has four principal operating segments, which are as follows:

· Medical Infusion Technologies-“MIT”

· MIT Wholesale-“Wholesale”

· Medical Infusion Tech,DME-“DME”

· MIT Ambulatory Care Center-“Ambulatory Care”

“MIT” is a provider of intravenous therapies to patients at their home, at a designated facility, or at the Company’s office facilities. MIT’s primary product lines are centered upon infusion therapy.

“Wholesale” primarily aims at a network of hard to find pharmaceuticals. It concentrates in sales on rare products in the pharmaceutical industry.

“DME” carries the gamut of durable medical equipment and supplies.

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“Ambulatory Care” administers the intravenous therapies to patients. The following tables show the operations of the Company’s reportable segments:

For the six months ended June 30, 2008

	Medical Infusion and MIT		Wholesale/ International		Ambulatory Care		DME		Eliminations	Combined
2008
Revenue	$	1,705,818	$	739,568	$	2,451,005	$	483,201		$	5,379,592
Interest expense		89,583		0		0		0		$	89,583
Depreciation & amortization		14,833		0		0		0		$	14,833
2007
Revenue	$	1,652,064	$	4,140,501	$	1,910,675	$	319,239		$	8,022,479
Interest expense		20,853		0		0		0		$	20,853
Depreciation & amortization		10,667		0		0		0		$	10,667

Operating Expenses

Total operating expenses decreased $348,966 or 14.7% to $2007, 301 for the 6 months ended June 30, 2008 from $2,371,100 for the same period in 2007. The decrease in operating expense is attributable to the decrease in personnel costs which were due to reduced headcount. The major components of operating expense include:

• Salaries and payroll related costs decreased from $1,440,553 to $1,114,004 for the first half of 2008 or a reduction of 22.7% over the period ended June 30,2007. The decrease was due primarily to the reduction of personnel in the sales and marketing areas and personnel support expenses and staffing costs required to service a reduced customer base in the Wholesale Division.

• Sales, general and administrative expenses decreased $ 348,966 or 14.7% to $2,007,301 for the 6 months ended June 30, 2008 as compared to $2,371,100 for the same period in 2007. The decrease was due primarily to the reduction in payroll and related costs and decreases in travel and entertainment costs. The decrease is also due to the substantial reduction in our efforts to develop international sales in the Dominican Republic and closing the Company’s operations in Brunswick, Vidalia and Augusta. We anticipate these expenditures to remain flat over the next quarter and increases to occur upon the increase in sales from new opportunities in subsequent periods. Legal and professional expenses for the period were $203,775; Travel and entertainment was $30,938; consulting fees of $92,909; outside and contract labor $48,271; license fees of $11,991; Additional expenses included office expense of $28,461; Advertising of $12,609; rent expense of $59,144; insurance expense of $74,149; telephone of $22,827; factoring fees of $55,399;interest expense of $89,538and utility expense of $14,563. We anticipate seeing these expenditures remaining flat in subsequent periods.

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• Depreciation and amortization increased $4,166 or 39.1% to $14,833 for the period ended June 30, 2008 as compared to $10,667 for the same period in 2007. The increase was mainly attributable to the amortization and depreciation of assets acquired.

Operating Income

Operating income decreased $1,822,629, or 91.8 to $162,471 for the period ended June 30, 2008 from $1,985,100 for the same period ended June 30, 2007. Operating income as a percentage of gross revenue was 3.02% for the period as compared to 24.7% for the same period last year... This is primarily attributable to the decreased revenue and margins in the International division.

Net income

As a result of the above factors, net income decreased $1,248,267 from $1,296,403 for the six months ended June 30, 2007 to $48,135 for the six months ended June 30, 2008.

Liquidity and Capital Resources

As of June 30, 2008, we had cash of $99,237, as compared to $538,574 at June 30, 2007. For the six months ended June 30, 2008, net cash used by operating activities aggregated $(20,580) as compared to cash used by operations for the six months ended June 30, 2007 $(35,474). As of June 30, 2008, we were funded primarily through operations and our financing agreement with NHC.

On August 1, 2008, the Company borrowed $500,000 from Globank, Inc. The loan bears interest at the rate of 60% per year, with monthly payments of interest only of $25,000 beginning on September 1, 2008. The term of the loan is for 24 months, is not prepayable and is secured by all of the assets of the Company. The Globank note is guaranteed by Mr. William C. Parker and each of the Company’s subsidiaries. The proceeds of the loan were used to repay Northern Healthcare in full and avoid threatened litigation. The balance of the proceeds was used to pay a portion of the loan due Coastal Bank, pay certain suppliers and settle certain outstanding litigation. Despite the high interest rate, the Company believes that the financing will improve the Company’s liquidity because the Company was able to terminate its relationship with Northern and thereby retain the proceeds of all receivables.

On December 31, 2007, the Company received a going concern opinion from our outside auditors. The company has no additional lines of credit available at this time and the Company’s inability to achieve sufficient collections on its revenues has created liquidity issues. The grant of the security interest in the company’s assets and the inability to prepay the loan may adversely affect our ability to secure additional financing.

Litigation

We are subject from time to time to litigation relating to the activities of our business and in the marketplace which it serves. As of June 30, 2008, we were engaged in litigation relating to a former operating unit of the company that is in settlement discussions. The Company believes that the litigation will be settled without a material impact to the company.

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Based on our current plan, we believe that our current cash balances and results of operations will be sufficient to fund our operations for the next twelve months.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements

Item 3. Quantitative and Qualitative Disclosures about Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer, William C. Parker, and Principal Financial Officer, John Sabia, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control Over Financial Reporting. During the most recent quarter ended June 30, 2008, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are party to litigation that we consider to be a part of the ordinary course of our business. At present, we are not involved in any pending claims that we believe could reasonably be expected to have a material adverse effect on our business, financial condition, or results of operations.

Item 1A. Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

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

None.

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5.Other Information

None.

Item 6. Exhibits

10.1 Promissory Note between the Company and Globank Corp. dated as of July 29, 2008

10.2 Guaranty of William C. Parker in favor of Globank Corp. dated as of July 29, 2008

10.3 Guaranty of Medical Infusions Technologies Inc. in favor of Globank Corp. dated as of July 29, 2008

10.4 Guaranty of Medical Infusions Technologies Ambulatory Care Center, LLC in favor of Globank Corp. dated as of July 29, 2008

10.5 Guaranty of MIT Ambulatory Care Center, Inc. in favor of Globank Corp. dated as of July 29, 2008

31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURE

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

	MIT HOLDING, INC.
DATE: August 19, 2008	By:	/s/ William C. Parker
		William C. Parker, Chief Executive Officer

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