UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
 
For the fiscal year ended: December 31, 20102011
  
o¨
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
 For the transition period from________ to ___________

Commission File No.:000-16731
Commission File No.: 000-16731

THERAPEUTICSMD, INC.
(Exact name of registrant as specified in its charter)

AMHN, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0233535
 (State(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

951 Broken Sound Parkway NW #320, Boca Raton, FL 33487
(Address of principal executive offices)

Registrant’s telephone number, including area code: (561) 961-1911

Securities registered pursuant to Section 12(b) of the Exchange Act: None

10611 N. Hayden Rd., Suite D106, Scottsdale, AZ  85260
(Address of principal executive offices) 
Registrant’s telephone number, including area code: (888) 245-4168
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:    Common Stock, Par Value $0.001
 (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o¨ No x

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ox No o¨

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of the registrant’sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ox No x¨

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

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

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

TheState the aggregate market value of the voting and non-voting common equity held by non-affiliates as of April 15, 2011 is $4,723,935 (computedcomputed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter).quarter: $42,509. (This calculation is based on historical data at June 30, 2011 and has not been adjusted relative to the subsequent reverse stock split effective October 3, 2011.) For purposes of the foregoing calculation only, directors, executive officers, and holders of 10% or more of the issuer’s common capital stock have been deemed affiliates.

The number of shares outstanding of the Registrant’s Common Stock as of April 15, 2011March 23, 2012 was 16,575,209.84,608,826.

DOCUMENTS INCORPORATED BY REFERENCE:

None.
 

TABLE OF CONTENTS

ITEM 1.
BUSINESS
3
ITEM 1A.
RISK FACTORS
25
ITEM 1B.
UNRESOLVED STAFF COMMENTS
25
ITEM 2.
PROPERTIES
25
ITEM 3.
LEGAL PROCEEDINGS
25
ITEM 4.
MINE SAFETY DISCLOSURE
25
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
26
ITEM 6.
SELECTED FINANCIAL DATA
31
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
31
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
40
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
40
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
40
ITEM 9A.
CONTROLS AND PROCEDURES
41
ITEM 9B.
OTHER INFORMATION
42
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
43
ITEM 11.
EXECUTIVE COMPENSATION
52
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
55
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
57
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
58
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
59

 
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INTRODUCTORY COMMENT

Throughout this Annual Report on Form 10-K (the “Report”“Report”), the terms “we,” “us,” “our,” “AMHN,“Therapeutics,” or “our Company” refers to AMHN,TherapeuticsMD™, Inc., a Nevada corporation.corporation, together with its wholly owned subsidiary, vitaMedMD®
FORWARD LOOKING STATEMENTS
When used in this Report,, LLC, a Delaware limited liability company (“VitaMed”). Unless otherwise stated or unless the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “intend,” and similar expressions are intended to identify forward-looking statements withincontext otherwise requires, the meaning of Section 27A of the Securities Act of 1933, as amended (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding events, conditions and financial trends which may affect the Company’s future plans of operations, business strategy, operating results and financial position. Such statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements.  Additional factors are described in the Company’s other public reports and filings with the Securities and Exchange Commission (“the Commission”). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made.  The Company undertakes no obligation to publicly release the result of any revision of these forward-looking statements to reflect events or circumstances after the date they are made or to reflect the occurrence of unanticipated events.
This Report contains certain estimates and plans related to us and the industry in which we operate, which assumes certain events, trends and activities will occur and the projected information based on those assumptions.  We do not know that alldescription of our assumptions are accurate.  Ifbusiness set forth below is provided on a combined basis, taking into account our assumptions are wrong about any events, trends and activities, then our estimates for future growth for our business may also be wrong.  There can be no assurances that any of our estimates as to our business growth will be achieved.subsidiary, VitaMed.
The following discussion and analysis should be read in conjunction with our financial statements and the notes associated with them contained elsewhere in this Report.  This discussion should not be construed to imply that the results discussed in this Report will necessarily continue into the future or that any conclusion reached in this Report will necessarily be indicative of actual operating results in the future.  The discussion represents only the best assessment of management.
(Remainder of page intentionally left blank.)
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PART I

ITEM 1.
BUSINESS.BUSINESS.

The CompanyCorporate Overview and History of Therapeutics

TherapeuticsMD, Inc. was incorporated in Utah in 1907 under the name Croff Mining Company (“Croff”).Company. The Company changed its name to Croff Oil Company in 1952 and in 1996 changed its name to Croff Enterprises, Inc. In the twenty (20) years prior to 2008, Croff’s operations consisted entirely of oil and natural gas production.leases. Due to a spin-off of its operations in December 2007, Croff had no business operations or revenue source and had reduced its operations to a minimal level although it continued to file reports required under the Securities Exchange Act of 1934.Act. As a result of the spin-off, Croff was a “shell company” under the rules of the Commission.  After completion of subsequent transactions as described below,Securities and Exchange Commission (the “Commission”). In July 2009, the Company changed its name(i) closed a transaction to AMHN, Inc. on September 14, 2009.
Agreement and Plan of Reorganization withacquire America’s Minority Health Network, Inc.
On July 6, 2009, Croff entered into an Agreement and Plan of Reorganization (the “July 2009 Acquisition Agreement”) with AMHN Acquisition Corp., a newly formed Delaware corporation and wholly owned subsidiary of Croff (“Merger Sub”), America’s Minority Health Network, Inc., a Delaware corporation (“America’s Minority Health Network”) and the major shareholders of the America’s Minority Health Network (the “Major Shareholders”).  The terms of the July 2009 Acquisition Agreement, which closed on July 27, 2009, provided for (i) the transfer of 100% of the issued and outstanding shares of common stock of America’s Minority Health Network in exchange for the issuance to the shareholders of American’s Minority Health Network of an aggregate of 13,693,689 shares of common stock of Croff (the “Croff Common Stock”); (ii) the resignations of Croff’s officers and directors prior to the consummation of the Agreement  and the election and appointment of officers and directors as directed by America’s Minority Health Network; and (iii) America’s Minority Health Network to become a wholly owned subsidiary, of Croff.  A full description of the terms of the July 2009 Acquisition Agreement (the “Transaction”) is set forth the Company’s Current Report on Form 8-K filed with the Commission on July 10, 2009.  In accordance with the provisions of this triangulated merger, Merger Sub merged with and into America’s Minority Health Network as of the Effective Date, as that term is defined therein.  Upon consummation of the July 2009 Acquisition Agreement and all transactions contemplated therein, the separate existence of Merger Sub ceased, Croff became the surviving parent corporation, and America’s Minority Health Network became its wholly owned subsidiary. As a result of the Transaction, (i) Croff(ii) ceased being a shell company, (ii) its sole business became that of America’s Minority Health Network, and (iii) Croff experienced a change in control in which the former shareholders of America’s Minority Health Network, Inc. acquired control of the Company. For accounting purposes, the Transaction was treated as a reverse merger.
Secured Note to Seatac Digital Resources, Inc., Subsequent Default under Note, and Transfer of Collateral
 On April 1, 2010, AMHN, Inc. (the “Company”) issued a 4% Secured Promissory Note (the “Note”) in the principal base amount of $800,000 (the “Principal Base Amount”) to Seatac Digital Resources, Inc. (“Seatac”) pursuant to the terms of that certain Note Purchase Agreement (the “Note Purchase Agreement”) of even date therewith.  As consideration for the Note, Seatac surrendered certain promissory notes totaling $800,000 previously issued by the Company to Seatac between June 1, 2009 and March 31, 2010 and (collectively known as the “Prior Notes”).  The Principal Base Amount of the Note, plus any and all additional advances made to the Company thereafter (the “Aggregated Principal Amount”), together with accrued interest at the annual rate of four percent (4%), was due in one lump sum payment on June 30, 2010 (the “Maturity Date”). The Note provided that the Note would automatically renew on the Maturity Date for additional ninety (90) day periods (the “Extended Maturity Date”) unless ten (10) days prior to the Extended Maturity Date the Holder provided written notice to the Company of its intent not to renew.  If the Company committed any Event of Default (as defined in the Note Purchase Agreement), then the unpaid principal amount of, and accrued interest on the Note could be accelerated by Seatac and become due and payable, whereupon the interest rate would be increased to a rate of ten percent (10%) per annum, subject to the limitations of applicable law.
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As security for the Company’s obligations under the Note Purchase Agreement and the Note, the Company pledged all of the capital stock of America’s Minority Health Network pursuant to the terms of a Stock Pledge and Escrow Agreement.  Repayment of the Note was also guaranteed by America’s Minority Health Network and was additionally secured by a blanket lien encumbering the assets of the Company and America’s Minority Health Network.  On July 1, 2010, Seatac made demand for the aggregated amount of $925,885, including principal of $900,000 and interest through June 30, 2010.  On July 11, 2010, Seatac added a one-time late charge equivalent to six percent (6%) of the unpaid amount, or $55,553, bringing the amount payable and past due under the April 2010 Note to $981,438. Thereafter, payment of principal, interest and late charges under the April 2010 Note became past due, and as a result of the default, Seatac informed the Company that it intended to exercise its remedies and would accept the following collateral in full satisfaction of the $981,438 due under the April 2010 Note: (i) all rights, title and interest of AMHN in the 1,000 shares of common stock of America’s Minority Health Network, (ii) all rights, title and interest of AMHN in the mark “America’s Minority Health Network, Inc.” and the goodwill associated with such mark, and (iii) all books and records of America’s Minority Health Network held by AMHN (collectively, the “Collateral”).
The Company was unsuccessful in its attempts to obtain additional financing or reach an alternative arrangement with Seatac.  As a result, we agreed and consented to Seatac’s exercise of its remedies under the April 2010 Note and the foreclosure upon the Collateral. As part of the agreement and consent, the Company and America’s Minority Health Network acknowledged that each were in default in payment of principal, interest, and late fees under the April 2010 Note and related loan documents in the aggregate of $981,438 and that the debt was secured by a first priority security interest in all of the assets of the Company and all of its subsidiaries. Accordingly, on July 30, 2010, the Company and Seatac sent joint instructions to the escrow agent, pursuant to which the escrow agent was instructed to transfer the stock certificate representing all of the outstanding shares of America’s Minority Health Network being held in escrow to Seatac. The Company also entered into a trademark assignment with Seatac whereby the Company transferred all rights, title and interest in the mark “America’s Minority Health Network, Inc.” and the goodwill associated with such mark. The Company’s settlement with Seatac included the surrender of America’s Minority Health Network; however, did not include the satisfaction of a trade payable to Seatac in the amount of $455,061.
In conjunction with the settlement, Robert Cambridge and Charles Richardson resigned their positions as officers and directors of America’s Minority Health Network.
Name Change, Redomicile, Change in Par Value, and Long Term Incentive Compensation Plan
On September 14, 2009, the Company changed its name to AMHN, Inc. On September 23, 2009, the Company’s Board of Directors approved the redomicile ofJune 11, 2010, the Company from Utahclosed a transaction to acquire Spectrum Health Network, Inc. as a wholly owned subsidiary. On July 20, 2010, the Company filed Articles of Conversion and Articles of Incorporation to redomicile in the State of Nevada and approved the AMHN, Inc. 2009 Long Term Incentive Compensation Plan (“LTIP”).  On March 28, 2010, the Company’s Board of Directors approved a single revision to the Plan to increase the number of shares available for issuance to an aggregate of 1,500,000 shares.  The Company subsequently approved a change inchanged the par value of the Company’s Common and Preferred Stockits shares of capital stock to $0.001 per share. On July 20,31, 2010, the Company’s shareholders owningCompany transferred the assets of America’s Minority Health Network, Inc. to a secured noteholder in exchange for the satisfaction of certain debt associated therewith. On February 15, 2011, the Company transferred the assets of Spectrum Health Network, Inc. to a secured noteholder in exchange for the satisfaction of debt associated therewith and in exchange for an aggregateExclusive Licensing, Distribution and Advertising Sales Agreement (“Licensing Agreement”) under which the Company subsequently sold subscription services and advertising on the Spectrum Health Network for commissions.

On August 3, 2011 (with an effective date of 8,900,898October 3, 2011), in anticipation of closing the Merger (as defined and described below), the Company filed Amended and Restated Articles of Incorporation to change its name to TherapeuticsMD, Inc. and to increase the shares (or 55%of Common Stock authorized for issuance to 250,000,000. On October 4, 2011, the Company closed the Merger with vitaMedMD, LLC, a Delaware limited liability company (“VitaMed”). As of December 31, 2011, Company management determined that VitaMed would become the sole focus of the Company’s outstanding shares approvedCompany and services previously performed relative to the actions.aforementioned Licensing Agreement were discontinued. Unless otherwise stated or unless the context otherwise requires, the description of our business set forth below is provided on a combined basis, taking into account our newly-acquired wholly owned subsidiary, VitaMed.

The Company maintains a website at www.therapeuticsmd.com.

3

Agreement and Plan of ReorganizationMerger with Spectrum Health Network, Inc.VitaMed

On June 1, 2010, AMHNJuly 18, 2011, the Company entered into an Agreement and Plan of Reorganization (the “SpectrumMerger (“Merger Agreement”) by and among VitaMed and VitaMed Acquisition, Agreement”) with Spectrum Acquisition Corp.,LLC, a newly formed Delaware corporationlimited liability company and wholly owned subsidiary of AMHNthe Company (“Merger Sub”), Spectrum Health Network, Inc., apursuant to which the Company would acquire 100% of VitaMed. The acquisition was accomplished by the merger of Merger Sub with and into VitaMed with VitaMed being the surviving limited liability company (the “Merger”) in accordance with the Limited Liability Company Act of the State of Delaware. The Merger became effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware corporationon October 4, 2011 (the “Effective Time”).

In preparation of and prior to the closing of the Merger, the Company completed the following required corporate actions with an effective date of October 3, 2011:

·a reverse split of its outstanding shares of Common Stock on a ratio of 1 for 100 (the “Reverse Split”),
·an increase of its authorized shares of Common Stock to 250,000,000,
·a change in the name of the Company to TherapeuticsMD, Inc., and
·an amendment to the Company’s Long Term Incentive Compensation Plan (“LTIP”) to increase the authorized shares for issuance thereunder to 25,000,000.

At the Effective Time, all outstanding membership units of VitaMed (the “Units”) were exchanged for shares of the Company’s Common Stock. In addition, all outstanding VitaMed options (“Spectrum”Options”) and the sole shareholder of Spectrum (the “Sole Shareholder”VitaMed warrants (“Warrants”). Spectrum is a digital signage waiting room network built were exchanged and converted into options and warrants for the multispecialty group practice and independent physician associations (“IPAs”).  The termspurchase of the Spectrum Acquisition Agreement providedCompany’s Common Stock (“Company Options” and “Company Warrants”). All Units, Options and Warrants were exchanged on a pro-rata basis for (i) the transfer of 100%shares or a right to acquire shares of the Company’s Common Stock at a ratio of 1.227425 to 1 (the “Conversion Ratio”). Pursuant to the Conversion Ratio, the Company subsequently (i) issued and outstanding58,407,331 shares of common stock of Spectrum to AMHNthe Company’s Common Stock in exchange for the Units, (ii) reserved for issuance an aggregate of 10,119,796 shares issuable upon the exercise of Company Options, and (iii) reserved for issuance an aggregate of 1,472,916 shares issuable upon the exercise of Company Warrants.

Lock Up Agreements

As required by the Merger Agreement, a Lock Up Agreement was entered into between the Company and security holders covering the aggregate of 70,000,000 shares of the Company’s Common Stock issued pursuant to the Sole ShareholderMerger or reserved for issuance pursuant to Company Options and Company Warrants. Each security holder agreed that from the date of Spectrumthe Lock Up Agreement until eighteen (18) months thereafter (the “Lock-Up Period”), they would not make or cause any sale of the Company’s securities. After the completion of the Lock-Up Period, each security holder agreed not to sell or dispose of more than 2.5 percent (2.5%) of their aggregate Common Stock or shares reserved for issuance for Company Options and Company Warrants per quarter over the following twelve (12) month period (the “Dribble Out Period”). Upon the completion of the Dribble Out Period, the Lock Up Agreements shall terminate.

Change in Control Pursuant to Merger

Pursuant to the Closing of the Merger, the Company experienced a change in control upon the issuance of the 58,407,331 shares of its Common Stock to the members of VitaMed in exchange for 100% of their ownership thereof. Prior to the subject Merger, the members of VitaMed owned no shares of the Company. After giving effect to (i) the Reverse Split and (ii) the issuance of the Company’s Common Stock in exchange for all of the Units, there were 58,573,187 shares of the Company’s Common Stock issued and outstanding immediately after the Merger. In connection with the Merger, the Company’s officers and directors were reconstituted.

4

Issuance of Promissory Notes

On March 1, 2011, the Company entered into a Demand Promissory Note with the Company’s then majority shareholder wherein the Company could periodically borrow funds to satisfy its operational requirements. Interest accrued at 20% per annum. On October 4, 2011, this Demand Promissory Note plus accrued interest totaling $170,152 was forgiven. The forgiveness of this related party debt was included in additional paid in capital on the accompanying financial statements.

On June 1, 2011, VitaMed sold Promissory Notes (the “VitaMed Promissory Notes”) in the aggregate of $500,000 with accompanying VitaMed Warrants to purchase an aggregate of 500,000 Units (or Company Warrants to purchase an aggregate of 613,718 shares pursuant to the Conversion Ratio). The VitaMed Promissory Notes earn interest at the rate of four percent (4%) per annum and were due at the earlier of (i) the six (6) month anniversary of the date of issuance and (ii) such time as VitaMed received the proceeds of a promissory note(s) issued in an amount of not less than $1,000,000 (the “Funding”). Upon the closing of the Funding on July 18, 2011, as more fully described in the following paragraph, two of the VitaMed Promissory Notes in the aggregate of $200,000 were paid in full. By mutual agreement, the remaining VitaMed Promissory Notes in the aggregate of $300,000 were extended until the Closing of the Merger. On October 6, 2011, one of the VitaMed Promissory Notes for $50,000 was paid in full. By mutual agreement, VitaMed Promissory Notes in the aggregate of $100,000 were converted into 266,822 shares of common stockthe Company’s Common Stock at $0.38 per share, which represents fair value of AMHNthe shares on the date of conversion. Other VitaMed Promissory Notes in the aggregate of $150,000 were extended to March 1, 2012. At December 31, 2011, the outstanding principle balance of the VitaMed Promissory Notes was an aggregate of $150,000. As mentioned hereinafter in FOOTNOTE M – SUBSEQUENT EVENTS, two VitaMed Promissory Notes in the aggregate of $100,000 were further extended to April 14, 2012 and one for $50,000 was further extended to June 1, 1012. The ten-year Company Warrants have an exercise price of $0.4074 per share and none have been exercised.

On July 18, 2011, VitaMed sold two Senior Secured Promissory Notes (the “AMHN“Secured Notes”) in the amount of $500,000 each and also entered into a Security Agreement under which VitaMed pledged all of its assets to secure the obligation. The Secured Notes bear interest at the rate of six percent (6%) per annum, are due on the one (1) year anniversary thereof, and are convertible into shares of the Company’s Common Stock at the option of the Company. The Company may pay the Senior Secured Notes by delivering such number of shares of the Company’s Common Stock as shall be determined by dividing the outstanding principal then due and owing by the Company’s Share Price. For purposes of the Senior Secured Notes, the “Share Price” shall mean the lower of the most recent price at which the Company offered and sold shares of its Common Stock (not including any shares issued upon the exercise of options and/or warrants or upon the conversion of any convertible securities) or the five-day average closing bid price immediately preceding the date of conversion. At December 31, 2011, the outstanding principle balance of the Secured Notes was $500,000 each.

In September and October 2011, VitaMed sold Convertible Promissory Notes (the “VitaMed Convertible Notes”) in the aggregate of $534,160. The VitaMed Convertible Notes earned interest at the rate of four percent (4%) per annum and were due December 1, 2011. On November 18, 2011, the Company and the VitaMed Convertible Noteholders entered into Debt Conversion Agreements and converted the principal and accrued interest of the VitaMed Convertible Notes into 1,415,136 shares of the Company’s Common Stock at $0.38 per share which represents the fair value of the shares on the date of conversion.

In November and December, 2011, the Company sold six-percent Promissory Notes for an aggregate of $800,000 with due dates of March 1, 2012. At December 31, 2011, the outstanding principle balance of the Promissory Notes was $800,000. As mentioned hereinafter in Recent Events, these Notes were paid in full on February 24, 2012 through the issuance of Secured Promissory Notes.

 
5
 
 
Stock”In December 2011, the Company sold four-percent Promissory Notes for an aggregate of $100,000 with due dates of March 1, 2012. At December 31, 2011, the outstanding principle balance of the Promissory Notes was $100,000. As mentioned hereinafter in Recent Events, these Notes were further extended by mutual agreement to April 14, 2012.

Loan Guaranty by Affiliates

On March 7, 2011, VitaMed entered into a Business Loan Agreement and Promissory Note for a $300,000 bank line of credit (the “Bank LOC”) for which the bank required a personal guarantee and cash collateral. Personal guarantees and cash collateral limited to $100,000 each were provided by Robert Finizio and John Milligan, officers of VitaMed, and by Reich Family Limited Partnership, an entity controlled by Mitchell Krassan, also an officer of VitaMed. The Bank LOC accrued interest at the rate of 3.020% per annum based on a year of 360 days and was due on March 1, 2012. The bank and VitaMed negotiated a one-year extension to the Bank LOC which was executed on March 19, 2012. The Bank LOC accrues interest at the rate of 2.35% and is due on March 1, 2013. At December 31, 2011, the outstanding principle balance of the Bank LOC was $300,000. In consideration for the personal guarantees and cash collateral, VitaMed issued VitaMed Warrants for an aggregate of 499,998 Units (or Company Warrants for an aggregate of 613,713 shares pursuant to the Conversion Ratio). The ten-year Company Warrants vest at the rate of an aggregate of 76,714 shares per calendar quarter end and have an exercise price of $0.2444 per share. In the event that the Bank LOC is repaid prior to being fully vested, the Company Warrants will be reissued only for the number of shares vested through the date of repayment. At March 31, 2012, an aggregate of 306,867 shares will be vested thereunder.

Agreements with Pernix Therapeutics, LLC

On October 5, 2011, the Company closed a Stock Purchase Agreement with Pernix Therapeutics, LLC, a Louisiana limited liability company (“Pernix”). Pursuant to the terms of the Stock Purchase Agreement dated September 8, 2011, Pernix agreed to purchase 2,631,579 shares of the Company’s Common Stock (the “Shares”) at a conversion ratio where onepurchase price of $0.38 per share for a total purchase price of Spectrum was converted$1,000,000 (“Purchase Price”). In connection with the Stock Purchase Agreement, the Company and Pernix entered into 500 shares of AMHN; (ii) AMHN’s assumption of alla Lock-Up Agreement, which, among other things, restricts the assetssale, assignment, transfer, encumbrance and liabilities of Spectrum; (iii) the officers and directors of Spectrum to retain their respective positions in the Merger Sub; and (iv) Spectrum to become a wholly owned subsidiary of AMHN.  On June 11, 2010, the Closing Dateother disposition of the Transaction pursuantShares issued to Pernix. Pursuant to the terms and conditions of the AcquisitionLock-Up Agreement, AMHN acquired 100%Pernix agreed that for a period of twelve (12) months from the date of the Lock-Up Agreement, it would not make or cause any sale of the Shares (the “Lock-Up Period”). After the completion of the Lock-Up Period, Pernix agreed not to sell or dispose of more than five percent (5%) of the Shares per quarter for the following twelve (12) month period.

On November 3, 2011, the Company and VitaMed entered into a Software License Agreement (“License Agreement”) with Pernix relative to VitaMed’s patent pending OPERA™ system. Under the terms of the five-year License Agreement, Pernix will have the exclusive use of the OPERA™ system software in the field of pediatric medicine. Pernix has not yet required that the system software be installed and no revenues are being generated pursuant thereto.

From time to time, the Company has and will continue to enter into agreements with Pernix in the normal course of business.

Debt Conversion Agreements with Energy Capital, LLC and First Conquest Investment Group, LLC

During 2009, a non-affiliate business consultant (the “Consultant”) provided consulting services to the Company in the amount of $210,000 (the “Debt”). The Company issued the Consultant a demand promissory note for $210,000 dated November 9, 2010 (the “November 2010 Note”) which was subsequently assigned to non-affiliate entities (the “Noteholders”). On April 18, 2011, the Company and outstanding shares of Spectrumthe Noteholders agreed that in exchange for the issuance of an aggregate of 500,000 shares of AMHN Common Stock.  In accordance with the provisions of this triangulated merger, Merger Sub was merged with and into Spectrum asforbearance of the Effective Date of the Acquisition Agreement, the separate existence of Merger Sub ceased, and Spectrum became a wholly owned subsidiary of AMHN.  In conjunction with the Acquisition Agreement, AMHN assumed the assets and liabilities of Spectrum totaling approximately $247,000 and $480,000, respectively. The excess of the purchase price over the net liabilities assumed was recorded as goodwill on the consolidated balance sheet.  
Secured NoteNoteholders not to Seatac, Subsequent Default under Note, and Transfer of Spectrum Health Network, Inc.
Since the closing date of the Spectrum transaction, Seatac advanced approximately $487,532 to the Company specifically to address payables (the “Advances”). To date, the Advances have not been repaid.  In order for Seatac to secure a first positionmake demand for repayment of the Advances,November 2010 Note for a minimum of sixty (60) days, the Company issued a Secured Demand Promissorywould (i) cancel the November 2010 Note dated December 16, 2010 for repaymentand (ii) issue two convertible promissory notes to the Noteholders in the principal amount of the Advances and any future advances made by Seatac (the “Note”).  The Note, together with accrued$105,000 each bearing interest at the annual rate of foursix percent (4%(6%), is per annum (the “Convertible Notes”). The Convertible Notes were due in one lump sum payment on demand any time after sixty (60) days from the date of issuance (the “Maturity Date”). IfAt the Company commits any Eventoption of Default (as defined in the Note Purchase Agreement),Noteholders, the interest rate shallConvertible Notes could be increased to a rate of ten percent (10%) per annum, subject to the limitations of applicable law.  The Note was subsequently amended to cover additional advances bringing the total principal amount due under the Note to $543,541.  The Note Purchase Agreement contains a number of negative covenants with which the Company must comply so long as the Note remains outstanding.  Such negative covenants include, but are not limited to, restrictions on the Company’s ability to (i) declare or pay any dividends or to purchase, redeem or otherwise acquire or retire anyconverted into shares of the Company’s capital stock; (ii) create, incurCommon Stock at any time after the Maturity Date at a fixed conversion price of $0.0105 per share (“Conversion Price”). The Conversion Price was not subject to adjustment at any time for any future stock split, stock combination, dividend or assumedistribution of any lien or other encumbrance (with limited exceptions as set forth inkind. On October 18, 2011, the Note Purchase Agreement); (iii) create, incur or assume (directly or indirectly) any indebtedness (with limited exceptions as set forth inCompany and the Note Purchase Agreement); (iv) amendNoteholders entered into Debt Conversion Agreements and converted the principal of the Convertible Notes into 20,000,000 shares of the Company’s Articles of Incorporation or Bylaws; and (vii) enter into any transactions with affiliates.  As security forCommon Stock valued at $7,600,000. The transaction was recorded as debt settlement expense on the Company’s obligations under the Note Purchase Agreement and Note, the Company pledged all of the capital stock of Spectrum pursuantaccompanying financial statements. Pursuant to the terms thereof, an aggregate of a Stock Pledge and Escrow Agreement dated December 16, 2010.  Repayment20,000,000 shares of the Note is guaranteed by Spectrum and is secured by a blanket lien encumbering the assets of Spectrum.
In February 2011, Seatac notified the Company that it intended to make demand for payment under the Note.  In an effort to satisfy the Note in full, Seatac and the Company:
1)          Acknowledged that the Company and Spectrum  were unable to pay the aggregated principal and interest of $547,155 due to Seatac under the Note thatCompany’s Common Stock was secured by a first priority security interest in all of the assets of the Company and Spectrum;
2)          Sent joint instructionissued to the escrow agent, pursuant to which the escrow agent transferred the stock certificate representing all of the outstanding shares of Spectrum being held in escrow to Seatac.Noteholders and their assigns.
3)          Entered into a trademark assignment to transfer all rights, title and interest in the mark “Spectrum Health Network, Inc.” and the goodwill associated with that mark.
4)          Entered into an Exclusive Licensing, Distribution and Advertising Sales Agreement wherein Seatac and Spectrum licensed the Company to sell subscriptions to and advertising spots on the Spectrum digital-media network, as more fully described below.  (See Exhibit 10.26, Agreement, Acknowledgment and Consent between the Company and Seatac, Exhibit 10.27, Joint Direction to Release Pledged Interests from Escrow, and Exhibit 10.28, Trademark Assignment and Agreement, which exhibits are incorporated herein by reference.)

 
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Change in Control
Manufacturing Agreements and Consulting Agreements with Lang Naturals, Inc.
On December 17, 2010, the Company experienced a change in control when shareholders owning an aggregate of 8,900,898 shares of the Company’s Common Stock (or 53.7% of the Company’s 16,575,209 outstanding shares) sold those shares to an entity not previously affiliated with the Company or its shareholders.  Taking into effect this transaction, Saddle Ranch Productions, Inc. and Seatac own zero shares and are no longer affiliates of the Company.
Recent Events
Default on Seatac Note; Transfer of Spectrum
As previously mentioned above, in February 2011, Seatac notified the Company that it intended to make demand for payment under the Note.  In an effort to satisfy the Note in full, Seatac and the Company agreed to the transfer of the common stock of Spectrum to Seatac in full satisfaction of the Note of $547,155,2008, VitaMed entered into a trademark assignments regardingproduct sales agreement with Lang Naturals, Inc. (“Lang”) pursuant to which Lang and VitaMed agreed that Lang would manufacture approximately 90% of VitaMed’s product needs. This product sales agreement was in the mark “Spectrum Health Network, Inc.,ordinary course of VitaMed’s business and was subsequently amended to include new products as they became available for manufacture by Lang (the “Manufacturing Agreements”). VitaMed believes that the contracted rates with Lang are at or below current market rates. In conjunction with arrangements under the Manufacturing Agreements, VitaMed and Lang entered into an Exclusive Licensing, Distribution and Advertising Salesa Confidentiality Agreement as more fully outlined below.
Exclusive Licensing, Distribution and Advertising Sales Agreement
On February 15, 2011, Spectrum and Seatac entered into an Exclusive Licensing, Distribution and Advertising Sales Agreement with the Company (the “License Agreement”). Underon July 22, 2008. Pursuant to the terms of the three-year renewable LicenseManufacturing Agreements, Lang provided financing terms to VitaMed for product inventory to be manufactured. On September 20, 2011, VitaMed and Lang executed a Financing Agreement the Company was granted a license to promote, distribute and sell certain products developed and sold by Spectrum relative to its digital media network in the southeastern United States.  The License Agreement relates to all current and future Spectrum products and/or services developed by Spectrum, specifically services pertaining to the digital signage waiting room network built for the multispecialty group practice and independent physician associations (“IPAs”) including (i) network subscriptions sold to multispecialty group practices and IPAs for software, hardware and content developed for and distributed by Spectrum, and (ii) advertising spots on Spectrum’s network.  The Company may earn up to thirty percent (30%) of fees paid for subscriptions and advertising spots. (See Exhibit 10.29, Exclusive Licensing, Distribution and Advertising Sales Agreement, which exhibit is incorporated herein by reference.)
Consulting Agreement with Back Office Consultants, Inc.
On February 15, 2011, the Company entered into a Consulting Agreement with Back Office Consultants, Inc. (“Back Office”Lang Financing Agreement”) pursuant to which Back Office agreedLang offered VitaMed special financing terms relative to provide accounting and corporate compliance servicescertain products. Under the Lang Financing Agreement, VitaMed received from Lang an increase in its normal credit limit from $250,000 to $325,000 plus an additional special credit limit of $700,000. Pursuant to a Confidential Treatment Request filed with the Commission, a redacted version of the Lang Financing Agreement was filed as an exhibit to the Company’s Form 8-K/A, Amendment No. 3, filed with the Commission on December 9, 2011.

On July 21, 2011, VitaMed entered into a one-year Consulting Agreement with Lang, wherein Lang would assist in the design, development and distribution efforts of VitaMed’s initial product offering. As compensation, Lang was issued a VitaMed Warrant for the purchase of 200,000 shares (or a Company Warrant for a monthly fee of $7,000.245,485 shares pursuant to the Conversion Ratio). The one-year agreementfive-year Company Warrant has an effective date asexercise price of January 1, 2011.  (See Exhibit 10.25, Consulting Agreement, which exhibit is incorporated herein by reference.)
Potential Acquisition
The Company previously disclosed that it was involved in negotiations regarding a potential acquisition.  The intended acquisition did not proceed to definitive documents; however,$.407357 per share and vested immediately upon issuance. No shares under the Company is continuingWarrant have been exercised. In connection with the Company Warrant, Lang executed a Lock-Up Agreement.

On October 23, 2011, the Company and VitaMed entered into a two-year Consulting Agreement (the “Agreement”) with Lang wherein a Lang representative will help evaluate improvements to explore potential acquisition candidates.existing products and new products as well as services including, but not limited to, research, design, compliance, scientific and regulatory affairs and commercialization of products. As compensation, Lang was issued a Company Warrant for the purchase of 800,000 shares. The ten-year Company Warrant has an exercise price of $0.38 per share and vested immediately upon issuance. No shares under the Company Warrant have been exercised. In connection with the Company Warrant, Lang executed a Lock-Up Agreement.
The Company’s Common Stock trades on the Over-the-Counter Bulletin Board under symbol “AMHN.”

 
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Business Overview
The Company currently promotes, distributes and sells certain products developed and sold by Spectrum relative to its digital media network. Through the License Agreement, the Company specifically targets multispecialty group practices and independent physician associations (“IPAs”) to sell them subscriptions for software, hardware and content developed for and distributed by Spectrum.  In addition, the Company endeavors to sell advertising spots on the Spectrum network broadcast in those subscribing offices.  The Company may earn up to thirty percent (30%) of revenues generated for new subscriptions and advertisements.

Overview of Spectrum’s Business Planand Industry of VitaMed

 SpectrumVitaMed is a digital signage waiting room network builtspecialty pharmaceutical company organized as a limited liability company in the State of Delaware on May 13, 2008. VitaMed is focused on providing the highest quality products to the women’s health market. Our national sales force that calls on physicians and pharmacies is enhanced by our patent-pending technology and business methodology. This combination allows us to market both over-the-counter (“OTC”) and prescription nutritional supplements, drugs, medical foods and other medical products through pharmacies and our web-site with the recommendation of physicians by creating a unique value propositions for patients, physician/providers and insurance payors.

In the multispecialty group practice and IPAs.  As physician groups continue to look to increase enrollment, seek prestigious national acclaim awards, and promote forward-thinking medicine, Spectrum’s digital signage platform will play a vitalearly part of 2009, we completed formulation of our first products, a prenatal multivitamin and a vegan docosahexaenoic acid (“DHA”) supplement and introduced the overall IPA marketing plan. Spectrum discoveredproduct to the market in June 2009 with sales primarily in South Florida. In September 2010, we achieved a deep-seeded need not presently being met concerningmilestone of $1 million in total sales and had begun to expand our sales force nationally and currently have product sales into 46 states. Our product line has been expanded to ten core products and our new product development continues to focus on the women’s health educationmarket. As we continue our product development efforts for both new products and physician/patient interaction through digital communication withinrefinements to existing products, we are also seeking proprietary ingredients and formulations that can be exclusively licensed or patented for use in women’s healthcare that will further differentiate our products from the waiting roomcompetition.

VitaMed’s NAICS code is 325411 – Medicinal and botanical manufacturing; its primary SIC code is 2833 – Medicinal Chemicals and Botanical Products. We maintain websites at www.vitamedmd.com and www.vitamedmdrx.com.

Overview of Industry and Market

Healthcare and Pharmaceutical Market

According to statistics compiled by Kaiser Family Foundation, a non-profit foundation focusing on the major healthcare issues facing the United States, healthcare expenditures were approximately $2.6 trillion in 2010 (or 17.9% of our nation’s economy or Gross Domestic Product (GDP)), up from 7.2% of GDP in 1970 and 12.5% of GDP in 1990. In 2010, healthcare spending in the U.S. averaged $8,402 per person.

Recently, healthcare reimbursements by Medicare and Medicaid have been reduced to accommodate federal and state budget deficits. This change in physician office environment. Spectrum is addressing this need throughreimbursement has had an adverse financial impact on physicians in that the development and deployment to IPAscosts associated with administration of a comprehensive technology and content solution that addresses a gap in medical practice technology and communications.
Spectrum was developed to be an extension ofhave exceeded the medical practice, enabling the group practice to relay custom-produced, health-specific, educational-based content to patients while they wait to see their physician. Medical office waiting rooms guarantee an attentive audience,revenues received from providing over 1,000 patients per month per location, where viewers are pre-disposed to watch and listen to the pertinent information being presented. Spectrum’s network is a powerful tool for practice enhancement and communication and a viable method to deliver educational initiativesservices to patients. Spectrum uses HD 32” LCD flat panel commercial monitors, a digital signage media player,Moreover, as healthcare becomes increasingly consumer driven, patients are seeking more information, control and a remote transfer platform to manage the playlist content for each site.  The right side of each viewing screen is dedicated for specific use by each medical group/IPA.  Programming is designed to be viewed in the doctor’s reception areaconvenience which place additional time and encourages patients to seek further informationfinancial pressures on the presented programming, services, or medical group. Spectrum’s network encourages communication between patient and healthcare practitioner and provides the patient with practice specific materials to enhance each visit.  Each day updated healthcare segments and advertising are digitally delivered in high definition directly to waiting rooms filled with a well-defined health-conscious target audience. Spectrum’s engaging programming creates awareness about preventative healthcare measures while educating health-conscious consumers on specific health issues and illnesses.
Spectrum sells its network to IPAs for a fee of $3,500 per location for equipment and installation (“Subscription”) and charges an ongoing monthly service fee for content delivery and network maintenance (“Services Fees”). There are approximately 3,500 IPAs operatingphysicians. These changes have prompted many physicians in the United States.States to search for tools and solutions to improve practice efficiency and increase revenue.

AdvertisingPharmaceuticals are a major cost driver in U.S. healthcare. In a report issued by Centers for Medicare and Medicaid Services (“CMS”), the total national spending on Spectrum’s Networkprescription drugs, both private and public, from retail outlets reached $259 billion in 2010, or real per capita spending of $806. In 2010, prescription drugs accounted for approximately ten percent of all national healthcare spending. Total national spending on prescription drugs, both private and public, from retail outlets “increased on average by about 10 percent a year from 1998 through 2009 — faster than the average 6.7 percent a year increase in total U.S. health expenditures for the same period.”
Advertisers are assured that Spectrum’s advertising model fulfills the following important expectations for maximizing return on their investment:
a)
Frequency of Program Exposure – Each advertisement runs twice per hour per spot purchased.   Every hour has 24 available commercial spots providing exposure of each advertiser’s message to every viewer based on the industry-average waiting time.
b)
Point of Care – Advertising is targeted specifically to patients at a time when they are waiting for healthcare and generally more willing to listen, comprehend and consider healthcare issues and health related products. Patients’ increased awareness and interest can translate into more in-depth conversations with their personal doctors.

 
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Women’s Health Market

c)
Captive Targeted Audience – Spectrum provides a health-conscious, targeted audience of viewers who are unable to ad skip or channel surf through commercials.  Advertisers are able to generate highly effective ads due to the niche specific audience demographic.
The U. S. Census Bureau projects that there were approximately 150 million women and 146 million men living in the U.S. in 2010. Women are major consumers of health care services, negotiating not only their own complex health care but often managing care for their family members as well. Their reproductive health needs, greater rates of health problems and longer life spans as compared with men make women’s relationships with the health care system complex.
d)
Perceived Recommendations – Advertising viewed in the waiting room may instinctively be perceived to be endorsed by the patient’s most trusted healthcare advisor—their own doctor.  For this reason, Spectrum carefully scrutinizes all advertising messages prior to presentation on its network.

e)
Programming Surveys – Programming is streamed directly to the medical office waiting room via broadband Internet and displayed on a digital flat screen, 32” viewing system equipped with a digital player. As advertisers require that demographic reporting be accessible at any time, the system includes real-time monitoring to provide (i) hours of programming viewed per day, (ii) segments broadcast, and (iii) advertising displayed.  This reporting provides advertisers with the confidence that the product message is reaching their targeted audience.
U.S. Dietary Supplement Market

According to a survey conducted by Ipsos-Public Affairs for the Council for Responsible Nutrition, 65% of U.S. adults used dietary supplements in 2010. According to the 2009 U.S. Nutrition Industry Overview by the Nutrition Business Journal (NBJ), a division of Digital Signing IndustryPenton Media, Inc. that provides strategic market and Competitioncompetitive analysis of the global nutrition industry, U.S. sales of dietary supplements (including vitamins, herbs, meal supplements, sports nutrition and specialty supplements) grew 6.0% to $26.9 billion in 2009. NBJ is forecasting U.S. sales of dietary supplements to grow at a rate of 6.0% per year for the next four years reaching $34 billion by 2013. Steady growth reflects customers’ purchases of these natural products to protect their health and ward off more expensive medical visits and prescription drugs. The dietary supplement industry is highly fragmented with products sold through multiple channels including retailers such as mass merchants, grocery stores, drug stores and specialty retailers, direct mail, catalogs, multi-level marketers and the Internet. U.S. sales of dietary supplements through the Internet grew significantly faster than the overall category increasing approximately 18% in 2009 to $1.2 billion and accounted for an estimated 4.3% of the total U.S. dietary supplement category. According to the NBJ 2010 Direct-to-Consumer Selling Report, Internet sales of dietary supplements are expected to grow at an 18% compound annual growth rate (CAGR) over the next four years, reaching $2.3 billion by 2013.

The cornerstonemarket for supplements in the women’s health market is estimated at $2 billion annually. A common misperception by healthcare providers is that prescription Nutrition and Medical Foods (i.e., prenatal vitamins) are drugs that require approval of Spectrum’sand fall under the drug manufacturing standards of the U.S. Food and Drug Administration (“FDA”). The fact is that prescription nutritional products are dietary supplements, NOT drugs, even though they may be dispensed through a pharmacy to fulfill a doctor’s prescription. Our business model is designed to transform this large market currently burdened by unnecessary costs and inefficiencies.

Our Business Model

VitaMed is a specialty pharmaceutical company focused on providing the digital signage network.  Wikipedia defines digital signagehighest quality products to the women’s health market. Our national sales force that calls on physicians and pharmacies is enhanced by our patent-pending technology and business methodology. This combination allows us to market both OTC and prescription nutritional supplements, drugs, medical foods and other medical products through pharmacies and our web-site with the recommendation of physicians. Our business model creates a unique value proposition for patients, physicians/providers and payors by attacking inefficiencies in the current system in order to provide better outcomes for all.

At the core of our business model is our patent-pending information technology platform, OPERA™. This technology allows us to collect critical data from various sources for our continuous evaluation and analysis. This transformation of data is what allows us to provide significant value to patients, providers and payors by focusing on customer satisfaction and service, product strategy and development, market intelligence and Phase IV drug studies. (Phase IV trial is also known as “a formpost-marketing surveillance trial. Phase IV trials involve the safety surveillance and ongoing technical support of electronic display that shows information, advertisinga drug after it receives permission to be sold. Phase IV studies may be required by regulatory authorities or may be undertaken by the sponsoring company for competitive or other images and is usually located in public and private environments like retail stores and corporate offices.  Advertising using digital signage is a form of Out-of-Home advertising in which content and messages are displayed on digital signs with a common goal of delivering targeted messages to specific locations at specific times.  The benefits of digital signage over traditional static signs are that the content can be exchanged more easily, animations can be shown, and the signs can be adapted to the context and audience.  Digital signage also offers superior return on investment compared to traditional printed signs.”reasons.)
Some of the places that digital signage is used today include:
●
Airports, train and bus stations to keep travelers up-to-date on arrival and departure times while providing an advertising vehicle for on-premise shops and restaurants.
●Waiting rooms, including other non-niche related spaces like medical offices, dental offices, veterinarian offices, and associated testing labs.
●Retail spaces to communicate with customers about in-store specials, to direct customers to other parts of the store, to manage traffic and hotspots, and to convey brand messages.
●Banks to display interest rates and key product information including lifestyle messages and branding.
●Casinos and entertainment venues to create a customer experience that is consistent with the ambiance and atmosphere of excitement.
 It is important to understand that digital signage is increasingly becoming the venue of media advertising as it effectively addresses five key areas: (i) place, (ii) time, (iii) audience, (iv) content, and (v) cost/benefit analysis.
●
Place:  Because the specific location of each of our network displays is known, this information can be leveraged to deliver more appropriate and relevant content to the particular office location. Content can then be strategically created with this in mind to help maximize our advertisers’ return on investment (ROI).
●
Time:The Spectrum network is controlled by a remote computer system and content is ‘served’ to the player and screen. Understanding the average doctors’ office waiting time enables Spectrum to carefully divide content into 24 spots per hour.

 
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As healthcare becomes increasingly consumer driven, patients are seeking more information, control and convenience which place additional time and financial pressures on physicians. Physicians are looking for improved ways to provide better service to their patients. A recent study by IMS Health Incorporated, the leading provider of information services for the healthcare industry, concludes that physicians desire fewer but more encompassing relationships with companies that can provide more valuable information, deliver more relevant services, and better respond to specific needs of their practice and patients. We meet this challenge by focusing on the opportunities in women’s health, specifically the OB/GYN market, to provide a better customer experience for physician and patient.

Our business model is designed to achieve better outcomes for patient, physician and payor.

 ●·
We offer the highest quality products and incorporate patented ingredients like QuatrefolicAudience:® Understandingacid, chelated iron and life’s DHA™ into our formulations while maintaining value pricing. This results in greater patient acceptance and satisfaction of our products versus the time/place of Spectrum’s audience and given targeted niche, audience demographic and psychographic information can be well specified.  This allows for highly relevant “narrowcasting” that enables Spectrum’s advertisers to better connect with the audience.competition.
  
 ●·
Content:   Having dynamic, digital, full-motion audio/video content has numerous advantagesWe consistently improve our existing products and develop new products to generate additional revenue through our existing sales channels.
·We are able to show physician practices that by recommending our products, their practices are able to realize office efficiencies and cost savings over other formsprescribing competing products. In addition, physicians are able to offer alternatives to patients that meet the patient’s individual nutritional and financial requirements.
·Through the use of advertising. Comparedour data collection, we are able to print,provide physician practices and payors with statistics and data that show they have helped reduce the content creationcost of patient care and distribution is far more rapidimproved patient compliance.
·Physician practices that choose to dispense our OTC products directly to their patients through their offices earn revenue from the sale of the products.
·Our statistical data indicates that our direct interaction with patients through supplemental patient education achieves a high level of patient compliance.
·Improved patient education, a high level of patient compliance and less costly. Additionally, the content can be customizedreduced cost of products all result in lower cost of care for payors and tailored “on-the-fly” to each display device separately. Finally, the medium allowsimproved outcomes for various types of media to be displayed including video, billboard/display, animation, and text messages.patients.

●
Cost/Benefit Analysis:   Until very recently, the idea of deploying a flat screen (or a network of flat screens) simply wasn’t viable or cost effective. Screens were too expensive, too big, and had too short a lifespan. The meager and anemic ROI would not justify the time and expense. The LCD/Plasma revolution changed the rules. Commercial grade monitors are now so affordable they can rival the printing costs of static posters. They are thin, lightweight, and are capable of being mounted on a wall, which means CRT monitors hanging on ceiling mounts are a thing of the past. Screens can communicate with computer networks and fetch new content via broadband Internet, eliminating the days where employees hand delivered VCR tapes to players.
Sales Strategy

Another major decisionAlthough our national sales force is similar to that digital signage networksof a traditional pharmaceutical company in that sales representatives are faced with hascalling on OB/GYN practices to do with connectivity, or howprovide education and sampling, our sales representatives are more customer centric in their sales approach. Our sales representatives offer physicians more than just differences in our products from the screenscompetition; they are able to offer an array of partnering opportunities to promote efficiency and cost savings. Our OPERA technology allows us to collect and analyze critical data from various inputs allowing us to provide significant value to patients, providers and payors.

Our national rollout strategy is to focus first on the largest metropolitan areas in the network are goingUnited States. In order to be connected. With widespread distributionaccelerate the sales ramp in a new territory, we employ a national sales/large practice sales effort to identify key practices in new or expanding markets. Concurrent with our provider sales effort, we work with both commercial insurance and availabilityMedicaid insurance payors for partnerships in which the payor can support the recommendation of broadband Internet access,our products for the popular choice to date has been the usebenefit of a hard-wired Intranet system similar to a local area network (LAN) inpatient, physician and payor with an office environment.  All screens are connected using CAT5 Ethernet cables (now with a Wi-Fi-option) and have direct access to the Internet. Cellular digital signage is quickly gaining traction that may prove to be especially effectiveend result of providing better outcomes for rapid deployments without the complicated infrastructure.all three constituents.
The digital Out-of-Home (DOOH) network space is a billion-dollar industry providing an innovative, cost effective means of communicating and educating. Spectrum is the first DOOH network company to focus efforts specifically in the large, vertically-integrated IPA space within the vast healthcare market.  Spectrum recognizes a pressing need within the corporate healthcare community for a waiting room digital communications system that allows IPAs to integrate their own content and reach out and communicate with their patients through developing a “closed-caption” system specific to the initiatives of each IPA across the country.  Spectrum has strategically designed its system integration, network management, and content creation to be both efficient and effective.  The Spectrum network is broadcast through broadband Internet and shown on 32” flat panel LCD screens located in IPA offices around the United States.
Spectrum targets an untapped segment of the medical DOOH space. IPAs and managed care organizations represent the future trend of primary healthcare service delivery. These groups generally have between 20-500 offices across a large demographic, treat millions of patients annually, and have up to 2,000 physicians.  Spectrum is the first to market and leverage the needs of the attentive audiences in these mega practices with a digital network that can centralize marketing communications to ancillary offices and communicate with patients across a large geographic space.  Spectrum fills a trend-setting need with these mega practices by organizing and disseminating information to each IPA’s specific audience. Spectrum provides a needed service to an underserved IPA healthcare segment to improve their practices and generate a platform for advertisers to reach an attentive, health conscious viewer with targeted campaigns.
The DOOH network industry is a highly competitive landscape; however, Spectrum has no direct DOOH industry competition. Instead, Spectrum competes for advertising dollars spent on traditional radio, television, and print advertising mediums. Spectrum sets itself apart in the competitive media space as it (i) is the first network to market to the IPA segment in the medical DOOH space, (ii) has a strong play in these mega practices, (iii) is lead by seasoned and veteran management, and (iv) manages its own systems integration,

 
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network management,At the forefront of our sales approach is the philosophy that the physician should recommend products based only on what is best for their patient. In general, a better outcome is achieved by providing patients with the best products and content creation.  These combined factors give Spectrumcare at the best value. Having an assortment of high quality product options that can be recommended by both the physician and payor is the foundation of providing valuable options to the patient.

Our Products

Our vitaMedMD™ brand includes a full range of products targeted for women’s health and associated with pregnancy, child birth, nursing, post birth and menopause. Our OTC product line available through our website includes prenatal vitamins, DHA, iron supplements, calcium supplements, Vitamin D supplements, women’s multivitamins, natural (non-hormonal) menopause relief, and scar reduction creams. In March 2012, we launched our first prescription-only prenatal vitamin, vitaMedMD™ Plus Rx, and plan to launch our second prescription-only prenatal vitamin, vitaMedMD™ One Rx, in April 2012. Our product line is detailed below.

vitaMedMD™ Plus (Prenatal Women’s Multi-vitamin + DHA (Combo Pack))

vitaMedMD™ Plus Prenatal Multi-Vitamin + DHA is a two pill combo pack that contains a complete multivitamin with 18 essential vitamins and minerals and 300 mg of life’s DHA™ (a trademarked product of Martek Bioscience Corporation). Uniquely, it is a 100% Vegetarian and Vegan and Kosher Certified. Based on the latest medical and scientific research, we have optimized many of the forms and nutrients found in our latest version. All minerals, including Iron, Zinc, Selenium, Copper, Manganese and Molybdenum are chelated to improve absorption and tolerability. The citrus-flavored tablet is small and easy to swallow. The fact that the DHA is plant based (most DHA comes from fish-based sources) is important to many pregnant women due to concerns over contamination and taste of fish-based DHA.

vitaMedMD™ One

vitaMedMD™ One is a single dose daily multivitamin that provides 14 vitamins, minerals and 200 mg of vegetarian, plant-pure life’s DHA™ which is 100% fish-free with no ocean-borne contaminants (mercury or PCBs Each convenient, easy-to-swallow softgel also features 975 mcg of Folic Acid with Vitamin C, chelated Iron and Zinc.

vitaMedMD™ Plus Rx (available by prescription only)

vitaMedMD™ Plus Rx is a prescription-only product with a single-dose combo-pack containing one prenatal vitamin tablet with Quatrefolic® Acid, a fourth generation folate, and one life’s DHA™ capsule. (Quatrefolic® is a registered trademark of Gnosis S.P.A.) All minerals, including Zinc, Selenium, Copper, Manganese and Molybdenum are chelated to improve absorption and tolerability. The citrus-flavored tablet is small and easy to swallow. The fact that the DHA is plant based (most DHA comes from fish-based sources) is important to many pregnant women due to concerns over contamination and taste of fish-based DHA.

vitaMedMD™ One Rx (available by prescription only in April 2012)

vitaMedMD™ Plus Rx is a prescription-only product with a single-dose daily multivitamin containing Quatrefolic Acid, a fourth generation folate, and 200 mg of vegetarian, plant-pure life’s DHA which is 100% fish-free with no ocean-borne contaminants (mercury and PCSs). Each convenient, easy-to-swallow softgel also features Vitamin C, chelated Iron and Zinc.

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vitaMedMD™ Iron-150

vitaMedMD™ Iron-150 is a doctor-recommended iron replacement supplement with a unique 3-weeks-on/1-week-off dosing schedule that helps maximize absorption and substantial three-fold advantage:  (1) Spectrumenhances tolerability. It is formulated with 150 mg of chelated Iron to help improve tolerability and limit typical side effects associated with iron replacements. Each easy-to-swallow single tablet serving also includes 800 mcg of Folic Acid, plus Vitamins C and E, and Succinic Acid to aid in absorption.

vitaMedMD™ Menopause Relief with Lifenol® Plus Bone Support

vitaMedMD™ Menopause Relief with Lifenol Plus Bone Support offers a natural solution for hot flashes, night sweats and mood disturbances. Each single tablet dosage delivers 120 mg of Lifenol®, a patented, well-studied female hops extract recognized for its potency and support in alleviating hot flashes, plus Black Cohosh and plant phytoestrogens. It also includes Calcium as Calcium Citrate and Vitamin D3 for added bone support. This product offers women relief from their symptoms without the risk of Hormone Replacement Therapy.

vitaMedMD™ Calcium + Vitamin D

vitaMedMD™ Calcium + Vitamin D is a doctor-formulated, dietary supplement that helps preserve beneficial levels of Calcium and Vitamin D in the body. Each convenient two tablet serving delivers the recommended dietary allowance of Calcium for most adults. This product provides 1,200 mg of Calcium as Calcium Carbonate and Calcium Citrate blend, readily absorbable and digestible, and can be taken on an empty stomach. It also includes 1,000 IU of Vitamin D3 to enhance absorption and support bone health.

vitaMedMD™ Vitamin D3 50,000 IU and Vitamin D3 1,000 IU

vitaMedMD™ Vitamin D3 50,000 IU and Vitamin D3 1,000 IU are doctor-formulated dietary supplements that help replenish and maintain beneficial levels of Vitamin D in the body. Sustaining adequate levels of Vitamin D in the body is essential to bone health, enhancing the absorption of Calcium and Phosphorus. Vitamin D3, also known as Cholecalciferol, is considered the most preferred form of Vitamin D as it is the only firmmost active form of the nutrient. vitaMedMD™ Vitamin D3 50,000 IU and Vitamin D3 1,000 IU are used in the dietary management of Vitamin D deficiency and should be used under medical supervision. vitaMedMD™ Vitamin D3 50,000 IU and Vitamin D3 1,000 IU are ideal for pregnant, breastfeeding and menopausal women needing to sustain adequate levels of Vitamin D.

vitaMedMD™ Stretch Mark Body Cream

vitaMedMD™ Stretch Mark Body Cream contains naturally-derived ingredients, including Peptides, Shea Butter, Sweet Almond Oil and Fruit Extracts, that has a true value propositionhydrate, soothe and pamper skin to make it softer, smoother and younger-looking. It helps reduce the appearance of stretch marks, scars, and other skin irregularities; intensely hydrates and replenishes skin’s moisture; diminishes the look of fine lines and wrinkles and encourages the fading of age spots and sun spots. Backed by clinical and scientific testing, vitaMedMD™ Stretch Mark Body Cream is hypoallergenic, paraben-free and non-comedogenic.

vitaMedMD™ Scar Reduction Body Cream

vitaMedMD™ Scar Reduction Body Cream is rich in vitamins and naturally-derived extracts. Backed by independent clinical and scientific testing, it helps minimize the size and appearance of old and new scars; helps reduce scar tissue; diminish the appearance of fine line and wrinkles; and encourages the fading of age spots. It is paraben-free, non-comedogenic and hypoallergenic.

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Products in Development

We recently introduced our first prescription product in March 2012 and expect to introduce our second prescription product in April 2012. Our market objective is to develop an entire suite of products that are condition specific and geared to the megawomen’s health sector. Our focus is to introduce products in which we use propriety or patented molecules or ingredients that will differentiate our products from the competition. We currently have numerous products in development.

Our sales force has developed strong relationships and partnerships in the OB/GYN market segment to sell our current products. We have also established relationships with some of the largest OB/GYN practices in the country. By delivering additional products through the same sales channel we can leverage our already deployed assets to increase our sales and improve profitability.

Raw Materials for Our Products

All raw materials and ingredients for our proprietary products are purchased from a group of third-party suppliers specializing in raw material manufacturing, processing and specialty distribution. Our manufacturers maintain multiple supply and purchasing relationships throughout the raw materials marketplace to provide an uninterrupted supply of product to meet our manufacturing requirements.

Availability of and Dependence Upon Suppliers

We currently obtain over 90% of our products from Lang; therefore, are dependent upon them for the manufacture of most of our products. We believe the terms of our agreements with Lang are competitive with other suppliers and manufacturers. Although we anticipate continuing our relationship with Lang, we believe that we could obtain similar terms with other suppliers to provide the same services. We have experienced no difficulties in obtaining the products we need in the amounts we require and do not anticipate those issues in the future.

Manufacturing of Our Products

Our products are manufactured and regulated by the same FDA quality standards (Controls Used for Manufacturing, Processing, Packing, or Holding Dietary Supplements for FDA 21 CFR Part 110/111 CGMP Regulations (“CFR 111”)) and current good manufacturing practices (“cGMP”) as prescription nutritional therapies. In addition, we conduct two additional un-required certificates of analysis on every lot to ensure quality and we employ an outside third party to enforce rigorous quality audits.

All of our manufacturing is performed by third party manufacturers. Over 90% of our manufacturing is handled by Lang, a full-service, private label and corporate brand manufacturer specializing in premium health benefit driven™ products, including medical groups, (2) Spectrum hasfoods, nutritional supplements, beverages, bars, and functional foods in the only modeldietary supplement category. Lang provides a variety of additional services to us including development processes, prototype development, raw materials sourcing, regulatory review and packaging production. At present, our relationship with Lang is excellent and we intend to continue to use them as our third party manufacturer for most of our products. In the event our relationship with Lang terminates for any reason, there are a number of other manufacturers available to us; accordingly, management is of the opinion that captures hundredssuch termination would not have a material adverse effect on our business.

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Quality Control for Our Products

A quality assurance team establishes process controls and documents and tests every stage of officesthe manufacturing process to ensure we meet product specifications and that our finished dietary supplements contain the correct ingredients, purity, strength, and composition in compliance with one contract,FDA regulations. We test incoming raw materials and (3) Spectrumfinished goods to ensure they meet or exceed FDA and U.S. Pharmacopeia standards including quantitative and qualitative assay and microbial and heavy metal contamination.

Our manufacturers’ quality and production standards are designed to meet or exceed the latest FDA regulations. To ensure the highest quality, our manufacturing operations are audited by AIB International, Inc. (“AIB”) for independent cGMP certification. AIB is an independent, not-for-profit organization that offers programs and services to augment and support the only company positioned for addressingwork of regulatory officials around the country, including standards development, product testing and certification, and onsite audits and inspections. The manufacturing facilities we use are also ISO 9001 certified which is a family of standards related to quality management systems and are designed to help organizations ensure they meet the needs of customers. In addition, our manufacturers are hazard analysis critical control point (“HACCP”) certified which is a systematic preventive approach for food and pharmaceutical safety that addresses physical, chemical and biological hazards as a means of prevention rather than finished product inspection.

Distribution of our Products

The Company uses a variety of distribution channels dependent upon product type. OTC products are sold directly to consumer via the futureInternet and phone sales and the products are shipped directly from the Company to the consumer’s home. In a few instances, the Company sells product to physicians who then sell the product directly to their patients. Our prescription products are sold to the patient directly through their pharmacy. Since the launch of healthcare reform.our prescription products, in addition to third-party logistics providers, we use some of the same major distributors as other pharmaceutical companies including Cardinal, McKesson and AmerisourceBergen.

Marketing StrategyCustomer Service

The DOOH network industryOur goal is rapidly becoming100% customer satisfaction by consistently delivering superior customer experiences; before, during and after the sale. To achieve this goal, we maintain a fully staffed customer care center for both inbound and outbound customer service using the most effectivecurrent technologies to respond to customers via incoming and outgoing calls, e-mails and live-chat. We believe our customer service initiatives allow us to establish and maintain long-term customer relationships and facilitate repeat visits and purchases.

Our fully staffed customer care center has representatives available to answer customer questions and to accept customer orders for our OTC products. Our customer care center systems provide a seamless customer experience through our toll-free telephone number, e-mail and live-chat features. Our representatives receive regular training so that they can effectively and efficiently field questions from current and prospective customers and are also trained not to answer questions that should be directed to a customer’s physician. Having a quality customer care center allows our representatives to provide an array of valuable data in the areas of sales, market research, quality assurance, lead generation and customer retention.

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Our Return Policy

Customers may return or exchange our OTC products for any reason by returning the product within thirty (30) days of receipt. We will refund the entire purchase price, less shipping. The customer is responsible for the cost of returning the products to us except cases where the product is being returned because of a defect or an error made in our order fulfillment. If the purchased product exceeded a thirty-day supply, the unused product must be returned to receive the full refund. All unopened OTC products may be exchanged for different products; the customer will be responsible for the difference in price if the replacement product is more expensive or we will refund the difference if the replacement product is less expensive.

Our Quality Guarantee

We proudly stand behind the quality of our products. Our guarantee makes it easy, convenient and safe for customers to purchase our products. Under our quality guarantee we:

·ensure the potency and quality of our vitamin products,
·help physicians/providers and payors deliver the best possible outcomes to patients by delivering better information on patient compliance and satisfaction,
·provide a 30-day money back guarantee for all of our OTC products, and
·ensure a safe, secure online shopping experience through our encrypted website.

We value frequent communication with and feedback from our customers in order to continue to improve our offerings and services.

Intellectual Property

Our success depends, in part, on our ability to obtain patents, maintain trade secret protection and operate without infringing the proprietary rights of others. Our intellectual property portfolio is one of the means by which we attempt to protect our competitive position. We rely primarily on a combination of know-how, trade secrets, patents, trademarks and contractual restrictions to protect our products and to maintain our competitive position. We are constantly seeking ways to protect our intellectual property through registrations in relevant jurisdictions.

We have several patents pending with the U.S. Patent and Trademark Office (the “USPTO”). We intend to file additional patent applications when appropriate; however, we may not file any such applications or, if filed, the patents may not be issued. We hold numerous U.S. trademark registrations and have pending trademark applications. Issuance of a federally registered trademark creates a rebuttable presumption of ownership of the mark; however, it is subject to challenge by others claiming first use in the mark in some or all of the areas in which it is used. Federally registered trademarks have a perpetual life, as long as they are maintained and renewed on a timely basis and used properly as trademarks, subject to the rights of third parties to seek cancellation of the trademarks if they claim priority or confusion of usage. We believe our patents and trademarks are valuable and provide us certain benefits in marketing our products. We intend to actively protect our patents, trademarks, trade secrets and other intellectual property.

We intend to aggressively prosecute, enforce and defend our patents, trademarks and proprietary technology. The loss, by expiration or otherwise, of any one patent may have a material effect on our business. Defense and enforcement of our intellectual property rights can be expensive and time consuming, even if the outcome is favorable to us. It is possible that the patents issued or licensed to us will be successfully challenged, that a court may find that we are infringing on validly issued patents of third parties, or that we may have to alter or discontinue the development of our products or pay licensing fees to take into account patent rights of third parties.

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OPERA™ is our patent-pending information technology platform used in our business. The deployment of OPERA and the further development and deployment of related technology creates a sustainable competitive advantage that has led to our market share growth. We are currently developing additional intellectual property in the following areas:

·OPERA business process patents
·Physician/provider portal; a unique way to gather and share physician data
·Mobile applications linked to the OPERA system
·New product technologies and formulations

As we continue to develop proprietary intellectual property, we will expand our protection by applying for additional patents around the business process for OPERA and patents on future technologies, including developing mobile applications to more effectively communicate with patients. As we examine our current product offerings and new media advertising. PQ Media,product pipeline, we are in the leading providerprocess of alternative mediamodifying and developing new formulations that will enable us to gain patent protection for these products.

Generally our nutritional product formulations are proprietary in that in designing them, we attempt to blend an optimal combination of nutrients that appear to have beneficial impact based upon scientific literature and input from physicians; however, as formal clinical studies have in most instances not been conducted by us to validate the intended health benefits of our products, we are generally prohibited by the FDA from making disease treatment and prevention claims in the promotion of our products that use these formulations.

While we seek broad coverage under our patent applications, there is always a risk that an alteration to the process may provide sufficient basis for a competitor to avoid infringement claims. In addition, patents expire and we cannot provide any assurance that any patents will be issued from our pending application or that any potentially issued patents will adequately protect our intellectual property.

Online Commerce

A vast majority of our OTC product sales are completed online. The Internet has continued to increase its influence over communication, content and commerce. According to Forrester Research, an independent research forecasted that domestic DOOH network spending willcompany providing advice to global leaders in business and technology, U.S. online retail sales increased 12.2% from 2010. Forrester projects online retail sales to grow at a compound annual rate10% CAGR to $278.9 billion by 2015. We believe several factors will contribute to this increase including convenience, expanded range of 12.9% from 2007available products and services, improved security and electronic payment technology, increased access to 2012. The creationbroadband Internet connections and widespread consumer confidence and acceptance of the DVR has negatively affectedInternet as a means of commerce.

Retail Commerce

The vast majority of our Rx product sales are completed through the powertraditional pharmacy distribution network. Although online and mail order pharmacy commerce continue to grow, the majority of products are still purchased directly by the consumer locally at traditional stores. As this segment of our business expands, we will continue to employ strategies that help us reduce inefficiencies in this channel and develop partnerships that allow our products to be differentiated from the competition.

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Growth Strategy

We have exceptional opportunities to expand our business. There are five key pillars to our growth strategy:

1.Geographic Expansion - We have experienced rapid growth in our initial sales territories (principally Florida, Texas, Southern California and Georgia). We are now expanding to additional markets and increasing our sales team. We currently have sales in 46 states and over the next 12 months, we intend to expand to 60 territories with a focus on major markets.
2.Introduction of New Products through Existing Sales Channels – We recently introduced our first prescription product in March 2012 and expect to introduce our second prescription product in April 2012. Our full line of prenatal vitamins, including prescription and OTC products, allow us to provide a unique opportunity to enable a physician to offer each patient a product to address personal nutritional and financial needs. Through our unique offerings like eCommerce, wholesale opportunities and OPERA, we are able to develop a much stronger partnership with OB/GYN practices than in traditional pharma. This gives us the ability to bring significant new products and services to these practices. We have an aggressive pipeline of new products and are also able to offer our sales channel capability to other companies that are looking to penetrate the OB/GYN market.
3.Large Group Practices – Due to our unique partnership offerings, we have developed strong relationships with many of the largest OB/GYN practices in America. Because of the savings and the data that come with our model, we are particularly attractive to large practices that can use this data in negotiating their contracts with insurance companies. Once the leaders of a large practice accept our model, there is rapid adoption by the other practitioners in that group.
4.Direct to Consumer - In addition to our physician channel, we have a unique direct-to-consumer channel to drive customer retention, acquisition and revenue growth of our OTC line. Consumers that go to our website are usually sent there by a healthcare provider, so they arrive with a bias that the site is credible and believable. After their initial order, over 60% of our customers sign up for “auto-refill” so they can continue to receive the product without placing an order each month. In addition to the initial product sales, a satisfied customer provides us with continued sales opportunities throughout their life cycle which increases the overall value of each customer. The loyalty of our customer base helps build traffic revenue through social media.

We are working with both commercial insurance and Medicaid insurance payors to create relationships in which the payor can support the recommendation of our products for the benefit of patient, provider and payor with the end result of providing better outcomes for all.

The key elements of our growth strategy include (i) additions to our product line, (ii) the hiring of additional in-field sales representatives, including national sales and local sales personnel, and (iii) opening new distribution channels. Over time, we believe our growth strategy will increase net sales while maintaining or increasing our gross margins.

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Competition and Our Competitive Advantage

The specialty pharmaceutical industry, including the women’s health market in which we primarily participate, is defined by rapidly advancing technologies, extreme competition and a focus on proprietary products. We face competition from numerous sources, including commercial pharmaceutical companies, pharmacy retailers, specialty retailers, on-line retailers, biotechnology organizations, academic institutions, government agencies and private and public research institutions. Our current products compete with existing and new therapies that may become available in the future.

Our competition may have larger pools of financial resources and more sophisticated expertise in research and development, manufacturing, clinical trials, regulatory pathways and marketing approved products than we do. These competitors are also recruiting and retaining exceptional sales and management personnel. Usually, competition to our currently marketed products have distinguished brand names, are distributed by large pharmaceutical companies with sizable amounts of resources and have achieved widespread acknowledgement in the healthcare market. Small or early stage companies may also prove to be serious competition, predominantly through collaborative agreements with large and established companies. We have significant experience in OTC products and just introduced our first prescription products. We intend to introduce additional prescription products in the future. With respect to FDA-approval process, we are at a competitive disadvantage to many companies with significantly more experience than we have in developing these drugs.

We believe our business model creates a unique value proposition for patients, providers and payors by eliminating much of the television advertising dollar. Consumers no longer serveinefficiencies associated with the traditional sales, marketing and distribution models. We believe we compete favorably; however, the nature and extent to which our competitors implement various pricing and promotional activities in response to increasing competition and our response to these competitive actions, could adversely affect our profitability.

User friendly shopping experience

Our vitaMedMD.com website is designed to attract natural search traffic while providing a convenient, educational, secure and efficient shopping experience. Our website and sales collateral includes specific and detailed information about our OTC products which helps our customers make informed purchases. Our website uses secure encryption technology designed to protect our customers’ personal and credit card information and to prevent its unauthorized use. Our customer service representatives take orders and answer product and technical questions through our toll-free telephone number. Customers are also able to reach our customer service representatives via email or the live-chat feature on our website. We seek to respond within 24 hours to all email requests received between Monday and Friday. We also facilitate repeat customer orders through our Auto-ship feature.

Technology Infrastructure and Operations

Our vitaMedMD.com website is supported by a technology infrastructure designed to provide a superior customer experience, including simplicity, speed and security. We are able to monitor our website and services in real time. We also track and manage our inventory, order fulfillment, customer service and marketing through state-of-the-art technologies that allow us to integrate this data as captive audience memberspart of our OPERA system. In summary, our technology allows us to collect critical data from various sources that we continuously evaluate and therefore, traditional media outletsanalyze. This transformation of data is what allows us to provide significant value to patients, providers and payors by focusing on the areas of customer satisfaction and service, product strategy and development, market intelligence and post marketing surveillance.

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We follow rigorous industry standards to protect our internal operations and the personal information we collect from our customers. We do not sell or disclose the personal information of our customers. We continue to maintain and upgrade our technology framework to assure compliance with the high levels of security defined by the Payment Card Industry Data Security Standard, the standard created to increase controls around cardholder data to reduce credit card fraud.

We recently launched our vitaMedMDRx.com website to support our prescription prenatal vitamin division.

Government Regulation

Although our current products do not specifically require approval, we are subject to federal and state consumer protection laws, including laws protecting the privacy of consumer non-public information and regulations prohibiting unfair and deceptive acts and trade practices. In particular, under federal and state financial privacy laws and regulations, we must provide:

·notice to consumers of our policies on sharing non-public information with third parties;
·advance notice of any changes to our policies, and
·with limited exceptions, provide consumers the right to prevent sharing of their non-public personal information with unaffiliated third parties.

The growth and demand for eCommerce could result in more stringent consumer protection laws that impose additional compliance burdens on online retailers. These consumer protection laws could result in substantial compliance costs and could interfere with the conduct of our business.

There is currently great uncertainty in many states whether or how existing laws governing issues such as televisionproperty ownership, sales and radioother taxes, and libel and personal privacy apply to the Internet and commercial online retailers. These issues may take years to resolve. For example, tax authorities in a number of states, as well as a Congressional advisory commission, are less attractivecurrently reviewing the appropriate tax treatment of companies engaged in online commerce and new state tax regulations may subject us to brandsadditional state sales and ad agencies.income taxes. New legislation or regulation, the application of laws and regulations from jurisdictions whose laws do not currently apply to our business, or a change in application of existing laws and regulations to the Internet and commercial online services could result in significant additional taxes on our business. These taxes could have an adverse effect on our results of operations.

All of our products are subject to extensive regulation in the U.S. The FDA enforces the Federal Food, Drug and Cosmetic Act (FDCA) and related regulations which govern the identity, purity, quality, strength, and composition of dietary supplements and regulate the formulation, manufacture, packaging, labeling, holding, sale, and distribution of dietary supplements, foods and OTC and prescription drugs, and prohibit the sale of misbranded and adulterated dietary supplements and dietary supplements that by the intention of the manufacturer or distributor or label or labeling claims are unapproved new drugs.

The Federal Trade Commission (FTC) enforces the Federal Trade Commission Act (FTCA) and related regulations which govern the advertising and advertising acts and practices associated with the promotion and sale of these products. The U.S. Postal Inspection Service enforces federal laws governing fraudulent use of the mail. Regulation of certain aspects of the dietary supplement business at the federal level is also governed by the Consumer Product Safety Commission (CPSC) (e.g., concerning the presence of adulterated substances, such as toxic levels of lead or iron, that render products unsafe for consumption and require an ordered recall), the Department of Agriculture (e.g., for products that are intended for ingestion as dietary supplements for animals) and the Environmental Protection Agency (e.g., in the methods of disposal used for certain dietary ingredients, such as colloidal silver). Federal and state anti-kickback statutes, the Ethics in Patient Referrals Act, false claims statutes and HIPPA also apply to our business.

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The FDCA has been amended several times affecting provisions that concern dietary ingredients and dietary supplements, including by the Dietary Supplement Health and Education Act of 1994 (DSHEA). DSHEA formally defined what may be sold as a dietary supplement, defined statements of nutritional support and the conditions under which they may lawfully be used, and included provisions that permit the FDA to regulate manufacturing practices and labeling claims peculiar to dietary supplements. “Dietary supplements” are defined as vitamins, minerals, herbs, other botanicals, amino acids and other dietary substances that are used to supplement the diet, as well as concentrates, constituents, extracts, metabolites, or combinations of such dietary ingredients. Generally, under DSHEA, dietary ingredients that were on the market before October 15, 1994 may be used in dietary supplements without notifying the FDA. However, a “new” dietary ingredient (i.e., a dietary ingredient that was not marketed in the U.S. before October 15, 1994) must be the subject of a new dietary ingredient notification submitted to the FDA unless the ingredient has been “present in the food supply as an article used for food” without having been “chemically altered.” A new dietary ingredient notification must provide the FDA with evidence of a “history of use or other evidence of safety” which establishes that use of the dietary ingredient “will reasonably be expected to be safe.” A new dietary ingredient notification must be submitted to the FDA at least 75 days before the new dietary ingredient can be marketed. There can be no assurance that the FDA will accept evidence purporting to establish the safety of any new dietary ingredients that we may want to market and the FDA’s refusal to accept such evidence could prevent the marketing of such dietary ingredients.

Increased FDA enforcement could lead the FDA to challenge dietary ingredients already on the market as “illegal” under the FDCA because of the failure to file a new dietary ingredient notification or because the substance may be one found to be the subject of an investigational new drug application for which clinical trials have commenced and been publicized.

The FDA generally prohibits labeling a dietary supplement with any “health claim” (i.e., any statement associating a nutrient with prevention, but not treatment, of a disease or health-related condition), unless the claim is pre-approved by the FDA. The FDA prohibits disease treatment claims entirely when made for a dietary supplement; however, “statements of nutritional support,” including so-called “structure/function claims” are permitted to be included in labeling for dietary supplements without FDA pre-approval. Such statements may describe how a particular dietary ingredient affects the structure, function or general well-being of the body, or the mechanism of action by which a dietary ingredient may affect the structure, function or well-being of the body, but such statements may not state that a dietary supplement will reduce the risk or incidence of a disease unless such claim has been reviewed and approved by the FDA. A company that uses a statement of nutritional support in labeling must possess evidence substantiating that the statement is truthful and not misleading. Such statements must be submitted to the FDA no later than thirty days after first marketing the product with the statement and must be accompanied by the following FDA mandated label disclaimer: “This statement has not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure or prevent any disease.” There can be no assurance that the FDA will not determine that a particular statement of nutritional support that we want to use is an unacceptable disease claim or an unauthorized nutrient-disease relationship claim otherwise permitted with FDA approval as a “health claim.” Such a determination might prevent the use of such a claim.

Medical foods are specially formulated and intended for the dietary management of a disease that has distinctive nutritional needs that cannot be met by normal diet alone. They were defined in the Food and Drug Administration’s 1988 Orphan Drug Act Amendments and are subject to the general food and safety labeling requirements of the Federal Food, Drug, and Cosmetic Act. Medical foods are distinct from the broader category of foods for special dietary use and from traditional foods that bear a health claim. In order to gainbe considered a better return on investment from each advertising dollar, agencies and brands are searching for creative ways to reach consumers. Spectrum provides both an attentive audience to advertisers andmedical food the product must, at a health-conscious, niche specific customer base that, until now, has been difficult to reach.minimum:
 
The vertically integrated group practice model
·be a food for oral ingestion or tube feeding (nasogastric tube);
·be labeled for the dietary management of a specific medical disorder, disease or condition for which there are distinctive nutritional requirements; and
·be intended to be used under medical supervision. Medical foods require a prescription from a physician.

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In addition, DSHEA provides that certain “third-party literature,” such as a reprint of a peer-reviewed scientific publication linking a particular dietary ingredient with health benefits, may “in connection with the sale of a dietary supplement to consumers” be exempt from labeling regulation. However, the FDA has adopted an “intent to use” doctrine whereby such literature, even if exempt from labeling, may nonetheless form the basis for an agency determination that the literature in context reveals a company’s intent to sell a dietary ingredient or dietary supplement as a drug, thereby rendering the supplement an unlawful, unapproved new drug. Because the “intent to use” doctrine is predicated on a subjective assessment of all facts and circumstances associated with the fastest growing healthcare delivery systempromotion and sale of a dietary supplement, we cannot know whether any particular piece of literature otherwise exempt from labeling will be deemed by the FDA unlawful for use in association with the sale of the dietary ingredient or dietary supplement.

As authorized by the FDCA, the FDA has adopted and is implementing Good Manufacturing Practices (GMPs) specifically for dietary supplements. These GMPs impose extensive process controls on the manufacture, holding, labeling, packaging, and distribution of dietary supplements. They require that every dietary supplement be made in accordance with a master manufacturing record, that each step in the United States.  Healthcare reform,manufacture, holding, labeling, packaging, and distribution be defined with written standard operating procedures, monitored, and documented, and that any deviation in manufacture, holding, labeling, packaging, or distribution be contemporaneously documented, assessed by a quality control expert, and corrected through documented corrective action steps (whether through an intervention that restores the immediate needproduct to eliminate costly procedural fees, and a rebalancethe specifications in the master manufacturing record or to document destruction of the reimbursement systemnon-conforming product). The GMPs are designed to ensure documentation, including testing results that confirm the identity, purity, quality, strength, and composition of dietary supplements. In addition, GMPs require a company to make and keep written records of every product complaint that is related to GMPs. The written record of the product complaint must include the following: the name and description of the dietary supplement; the batch, lot, or control number of the dietary supplement, if available; the date the complaint was received and the name, address, or telephone number of the person making the complaint, if available; the nature of the complaint, including, if known, how the product was used; the reply to the complainant, if any; and findings of the investigation and follow-up action taken when an investigation is performed. The regulations directly affect all lead towardwho manufacture the dietary supplements we sell. The FDA may deem any dietary supplement adulterated, whether presenting a healthcarerisk of illness or injury or not, based on a failure to comply with any one or more process controls in the GMP regulations. If deemed adulterated, a dietary supplement may not be lawfully sold and may have to be recalled from the market. It is possible that the FDA will find one or more of the process controls implemented by us, by our contract manufacturers, or by those whose dietary supplements we sell to be inadequate and, thus, requiring corrective action, requiring any one or more of the dietary supplements we sell to be unlawful for sale, or resulting in a judicial order that may impair our ability to manufacture, market, and sell dietary supplements.

The FDA also requires adverse event notices on labels and serious adverse event reporting for all supplements and drugs. An “adverse event” is defined by statute to include “any health-related event associated with the use of a dietary supplement that is adverse.” Only serious adverse events must be reported to the FDA. A “serious adverse event” is an adverse event that: results in death, a life-threatening experience, inpatient hospitalization, a persistent or significant disability or incapacity, or a congenital anomaly or birth defect; or requires, based on reasonable medical judgment, a medical or surgical intervention to prevent an outcome described above.

The regulation of medical foods and dietary supplements may increase or become more restrictive in the future. There can be no assurance that, if more stringent statutes are enacted for dietary supplements, or if more stringent regulations are promulgated, we will be able to comply with such statutes or regulations without incurring substantial expense.

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The FDA regulates the formulation, manufacturing, packaging, labeling and distribution of OTC and prescription drug products pursuant to a “monograph” system that specifies active drug ingredients that are generally recognized as safe and effective for particular uses. If an OTC or prescription drug is not in compliance with the applicable FDA monograph, the product generally cannot be sold without first obtaining FDA approval of a new drug application, which can be a long and expensive procedure. The homeopathic drugs that we sell are regulated as prescription or non-prescription drugs. These products must generally meet the standards set forth in the Homeopathic Pharmacopeia of the United States and claims made for them must not deviate from those contained in specific homeopathic treatises recognized by the FDA as appropriate for use. If these requirements are not met, the FDA can consider the products unapproved new drugs and prohibit their sale.

The FDA has broad authority to enforce the provisions of the FDCA concerning medical foods, dietary supplements and drugs, including powers to issue a public “warning letter” to a company to quarantine and prohibit the sale of products deemed adulterated or misbranded, to publicize information about illegal products, to request a voluntary recall of illegal products from the market, to request that the Department of Justice initiate a seizure action, an injunction action or a criminal prosecution in U.S. courts, and to seek disgorgement from a federal court of all proceeds received from the sale of products deemed misbranded or adulterated. For instance, the FDA recently announced that any unapproved new drug introduced after September 19, 2011 will be staff drivensubject to immediate enforcement action, without prior notice and corporately controlled.  Accordingwithout regard to the enforcement priorities set out in CPG 440.100. The National TransitionsFDA will continue to apply the enforcement priorities established in 2006. These give a higher priority to enforcement actions involving drugs in certain high-risk categories, such as drugs that pose a potential safety risk or lack evidence of Care Coalition (www.ntocc.org),effectiveness.

The FTC exercises jurisdiction over the futureadvertising of healthcare delivery will be focused on group model outcomes,medical foods, dietary supplements and drugs. In recent years, the FTC has instituted numerous enforcement actions against dietary supplement companies for making false or misleading advertising claims and for failing to adequately substantiate claims made in advertising. These enforcement actions have often resulted in consent decrees and the payment of civil penalties and/or restitution by the companies involved. The FTC also regulates other aspects of consumer purchases including, but not fees, withlimited to, promotional offers of savings compared policies, telemarketing, continuity plans, and “free” offers.

We are also subject to regulation under various state, local and international laws that include provisions governing, among other things, the primary objectiveformulation, manufacturing, packaging, labeling, advertising and distribution of unifying all specialtiesdietary supplements and drugs. For example, Proposition 65 in the group model, improvingState of California is a list of substances deemed to pose a risk of carcinogenicity or birth defects at or above certain levels. If any such ingredient exceeds the transition of care from one specialtypermissible levels in a dietary supplement, cosmetic, or drug, the product may be lawfully sold in California only if accompanied by a prominent warning label alerting consumers that the product contains an ingredient linked to another. Spectrum iscancer or birth defect risk. Private attorney general actions as well as California attorney general actions may be brought against non-compliant parties and can result in substantial costs and fines.

Applicable federal and state healthcare laws and regulations, include, but are not limited to, the only digital signage network geared and built to meet the challenges and needs of this transition. According the Medical Group Management Association and the American Medical Association, 65% to 70% of practicing physicians in the U.S. will need to integrate into the IPA or staff model to sustain any level of patient care normalcy.following:

·The federal healthcare anti-kickback statute prohibits, among other things, persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federal healthcare programs such as Medicare and Medicaid.
·The Ethics in Patient Referrals Act, commonly referred to as the Stark Law, and its corresponding regulations, prohibit physicians from referring patients for designated health services reimbursed under the Medicare and Medicaid programs to entities with which the physicians or their immediate family members have a financial relationship or an ownership interest, subject to narrow regulatory exceptions.
 
Market Needs
22
 
There
·
The federal False Claims Act imposes criminal and civil penalties, including civil whistleblower or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented, to the federal government claims for payment that are false or fraudulent or making a false statement to avoid, decrease, or conceal an obligation to pay money to the federal government.
·HIPAA imposes criminal and civil liability for executing a scheme to defraud any healthcare benefit program and also imposes obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information.
·The federal false statements statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with the delivery of or payment for healthcare benefits, items or services.
·Analogous state laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third party payors, including private insurers, and some state laws require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government.

Efforts to ensure that our business arrangements with third parties comply with applicable healthcare laws and regulations could be costly. Although our regulatory counsel has assisted us in establishing business practices compliant with applicable laws, it is possible that governmental authorities will conclude that our business practices may not comply with current or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our past or present operations, including activities conducted by our sales team or agents, are three major needsfound to be in violation of any of these laws or any other governmental regulations that mustmay apply to us, we may be addressedsubject to significant civil, criminal and administrative penalties, damages, fines, exclusion from third party payor programs, such as Medicare and Medicaid, and the curtailment or restructuring of our operations. If any of the physicians, providers or entities with whom we do business is found to be not in this market:  patients, doctors,compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from government funded healthcare programs.

Many aspects of these laws have not been definitively interpreted by the regulatory authorities or the courts, and advertisers.
Patients suffer fromtheir provisions are open to a variety of minorsubjective interpretations which increases the risk of potential violations. In addition, these laws and major diseases.  Through proper education, many health risks can be prevented and/their interpretations are subject to change. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business and damage our reputation.

In addition, from time to time in the future, we may become subject to additional laws or treated earlier with greater success.  Health-conscious consumers will benefit from beingregulations administered by the FDA, the FTC, or by other federal, state, local or foreign regulatory authorities, to the repeal of laws or regulations that we generally consider favorable, such as DSHEA, or to more stringent interpretations of current laws or regulations. We are not able to receive health education informationpredict the nature of such future laws, regulations, repeals or interpretations, and we cannot predict what effect additional governmental regulation, if and when it occurs, would have on our business in the future. Such developments could, however, require reformulation of certain products to meet new standards, recalls or discontinuance of certain products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation, additional personnel or other new requirements. Any such developments could have a health-related environment.material adverse effect on our business.

Bankruptcy Proceedings during the Past Five Years

Our Company has not been involved in any bankruptcy, receivership or any similar proceeding, and, except as set forth herein, we have not had or been a party to any material reclassifications, mergers or consolidations during the previous five (5) years.
 
Doctors need a reduction strategy for ‘door knob time’ (referring to the last minute questions as the doctor is leaving the examining room.  Health education programming is a superior means of prompting patients to ask their doctor questions during their examination instead of waiting to ask a question at the last minute.
23
 
Advertising agencies and brand representatives need a way to reach a niche-specific health-conscious community to optimize their advertising dollars.
Domain Names

AMHN does not haveThe Company maintains a website.website at www.therapeuticsmd.com and VitaMed maintains websites at www.vitamedmd.com and www.vitamedmdrx.com.
Research and Development
We currently have no dedicated research and development costs and do not anticipate allocating such costs in the future.

Major Customers

AMHNThe Company does not currently have any major customers.

Research and Development Activities

For the years ended December 31, 2011 and 2010, we estimate we spent $107,241 and $65,402, respectively, on research and development activities. None of these research and development costs will be borne directly by our customers. The Company has not performed any customer-sponsored research and development activities relating to any new products or services.

Environmental Laws

We depend on third parties to support us in manufacturing and developing all of our products and do not directly handle, store or transport hazardous materials or waste products. We depend on these third parties to abide by all applicable federal, state and local laws and regulations governing the use, manufacture, storage, handling and disposal of hazardous materials and waste products. We do not anticipate the cost of complying with these laws and regulations to be material.

Employees

As of December 31, 2011, we had 51 full-time employees, four (4) of whom are executive officers. Additionally, from time to time, we hire temporary contract employees. None of our employees are covered by a collective bargaining agreement and we are unaware of any union organizing efforts. We have never experienced a major work stoppage, strike or dispute. We consider our relationship with our employees to be good.

Corporate Information

Our corporate headquarters are located at 951 Broken Sound Parkway NW, Suite 320, Boca Raton, FL 33487. Our telephone number is 561-961-1911 and our fax number is 561-431-3389.

Reporting Status

We are subject to the requirements of Section 13(a) under the Exchange Act which requires us to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and we are required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.

You may obtain a copy, free of charge, of our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to those reported filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. You may obtain further information further information about the Company at http://www.therapeuticsmd.com.  You may obtain further information about Vitamed at http://www.vitamedmd.com, and http://www.vitamedmdrx.com.

 
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Government Regulation
AMHN is not subject to any governmental regulations or permits.
Employees
Currently, the Company has one employee, Jeff D. Howes, its sole officer.
Report to Security Holders
Our Company is a reporting company that files reports with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and beneficial ownership reports of our officers, directors and more than ten percent (10%) shareholders.
The public may read and copy any materials that we file with the Commission at the Public Reference Room at the Securities and Exchange Commission located at 100 F Street NE, Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m.  The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.  The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov.

ITEM 1A.
RISK FACTORS.

AMHNTherapeutics is a smaller reporting company, and as such, is not required to provide information pursuant to this item.

ITEM 1B.
UNRESOLVED STAFF COMMENTS.

None.

ITEM 2.
PROPERTIES.

The Company’s principal offices, and that of its subsidiary, are located at 10611 N. Hayden Rd.,951 Broken Sound Parkway NW, Suite D106, Scottsdale, Arizona 85260320, Boca Raton, FL 33487. On July 9, 2009, VitaMed entered into a 45-month lease for approximately 7,130 square feet of office space (the “Lease”). Over the term of the Lease, the Company will pay an average monthly cost of $9,352 which includes base rent, common area fees, taxes and insurance. Terms of the Lease provide for an extension for an additional two-year period. The Company’s management believes that the leased premises are provided by the Company’s sole officer at no charge.suitable and adequate to meet its needs.

ITEM 3.
LEGAL PROCEEDINGS.

There are no pending legal or governmental proceedings relating to our Company to which we are a party, and to our knowledge, there are no material proceedings to which any of our directors, executive officers or affiliates are a party adverse to us or which have a material interest adverse to us.

ITEM 4.
[REMOVED AND RESERVED.]MINE SAFETY DISCLOSURE.

(Remainder of page intentionally left blank.)Not applicable.

 
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PART II

ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information
 
Our Common Stock is traded in the over-the-counter market on the OTC Bulletin BoardOTCQB under the symbol “AMHN.“TXMD.” The following table shows the price range of our Common Stock for each quarter during the yearyears ended December 31, 20102011 and 2009 and the first quarter of 2011.2010. The below quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.
Quarter Ended  High  Low 
Fiscal Year 2011      
First Quarter $0.10  $0.02 
       
Fiscal Year 2010      
Fourth Quarter $0.09  $0.03 
Third Quarter $0.90  $0.06 
Second Quarter $1.34  $0.41 
First Quarter $1.60  $1.00 
       
Fiscal Year 2009      
Fourth Quarter $1.55  $0.51 
Third Quarter $1.50  $0.20 
Second Quarter $1.01  $0.51 
First Quarter $1.50  $1.01 
Stock prices Prices listed for the first and second quarters of fiscal year 2009 are historic figures thatprices and were not adjusted to reflect the 3:1 Forward1:100 Reverse Split that was effective on July 27, 2009.  Stock prices listed for the remainder of 2009 and for all of 2010 reflect the 3:1 Forward Split.October 3, 2011.
 
On April 15, 2011, the last sale price of our Common Stock reported by Yahoo Finance was $0.05.
Quarter Ended High  Low 
       
Fiscal Year 2011      
Fourth Quarter $1.70  $0.01 
Third Quarter $0.04  $0.01 
Second Quarter $0.07  $0.01 
First Quarter $0.10  $0.02 
         
Fiscal Year 2010        
Fourth Quarter $0.15  $0.03 
Third Quarter $0.90  $0.06 
Second Quarter $1.34  $0.25 
First Quarter $1.60  $0.10 
 
Holders

Records of our stock transfer agent indicate that as of April 15, 2011,March 23, 2012, we had 472398 record holders of our Common Stock. The number of registered shareholders excludes any estimate by us of the number of beneficial owners of shares of Common Stock held in “street name.” As of April 15, 2011,March 23, 2012, we had 16,575,20984,608,826 outstanding shares of Common Stock.

Dividends

 We do not anticipate that we will declare or pay any dividends in the foreseeable future. Our current policy is to retain earnings, if any, to fund operations, and the development and growth of our business. Any future determination to pay cash dividends will be at the discretion of our Board of Directors and will be dependent upon our financial condition, operation results, capital requirements, applicable contractual restrictions, restrictions in our organizational documents, and any other factors that our Board of Directors deems relevant.
 
 
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Securities Authorized for Issuance under Equity Compensation Plans

On September 25,In 2009, the Company’s Board of DirectorsCompany adopted the AMHN, Inc. 2009 Long Term Incentive Compensation Plan (the “Plan”“LTIP”) to provide financial incentives to employees, members of the Board, and advisers and consultants of the Company who are able to contribute towards the creation of or who have created stockholder value by providing them stock options and other stock and cash incentives (the “Awards”). The Awards available under the PlanLTIP consist of stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, EVA awards, and other stock or cash awards as described in the Plan.  On March 28, 2010,LTIP. There are 25,000,000 shares authorized for issuance thereunder. The LTIP is administered by the Company’s Board of Directors, approved a single revisionwho determine: (i) the persons to be granted stock options under the Plan to increasePlan; (ii) the number of shares available for issuancesubject to an aggregateeach option and the exercise price of 1,500,000 shares.  On July 20, 2010,each option; (iii) whether the stock option will be exercisable at any time during the option period of ten (10) years or whether it shall be exercisable in installments or by vesting only.

As of December 31, 2011, the following table shows the number of securities to be issued upon exercise of outstanding options under equity compensation plans approved by the Company’s shareholders, owning an aggregatewhich plans do not provide for the issuance of 8,900,898 shares (or 55%) of the Company’s outstanding shares approved the Plan.  Also on September 25, 2009, the Company’s Board of Directors approved the granting of non-qualified stock options (the “Options”) to its directors and certain executive officers for an aggregate of 900,000 underlying shares.  The Options were never issued.  In December 2010, the Company and the individuals named to receive the Options mutually agreed that the Options would not be issued; therefore, no Options are outstanding under the Plan.warrants or other rights.
Plan Category Number of Securities to be issued upon exercise of outstanding options (a)  Weighted-average exercise price of outstanding options (b)  Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c) 
Equity compensation plans not approved by security holders  -0-  $ -0-   -0- 
Equity compensation plan approved by security holders: LTIP  10,536,161  $0.16   14,317,782 
Total  10,536,161  $0.16   14,317,782 

Recent Sales of Unregistered Securities

As of December 31, 2011 and for the previous three-year period, the Company issued the following unregistered securities.

Shares Issued Pursuant to Merger

As previously mentioned herein, pursuant to and in conjunction with the July 2009 Acquisition Agreement, the Company issued:
●2,035,146 shares of its Common Stock pursuant to the aforementioned Forward Split;
●13,693,689 shares of its Common Stock to the shareholders of America’s Minority Health Network in exchange for 100% of their ownership in America’s Minority Health Network; and
●403,802 shares of its Common Stock to Terrace Lane, LLC.
The 13,693,689 shares issued to the shareholders of America’s Minority Health Network and the 403,802 shares issued to Terrace Lane, LLC were issued with a restrictive legend that the shares had not been registered under the Securities Act of 1933. Of the 2,035,146 shares issuedon October 4, 2011, pursuant to the aforementioned Forward Split, 1,316,200Conversion Ratio, the Company issued 58,407,331 shares of the Company’s Common Stock. The shares were issued with a restrictive legend thatin reliance upon an exemption from the shares had not been registered underregistration provisions of the Securities Act of 1933 The exchangedue to Section 4(1) of the securities pursuantAct and Rule 144 and are covered by Lock Up Agreements.

Shares Sold in Offerings

Prior to the Transaction was conducted pursuantMerger, VitaMed had sold an aggregate of 47,585,254 Units in private offerings to family, friends, and business associates between May 2008 and October 3, 2011. Pursuant to the exemption from registration provided by Regulation DConversion Ratio of the Securities Act and Section 4(2) of the Securities Act.
On September 28, 2009, the Company issued 450,000 shares of Common Stock valued at $112,500 in exchange1.227425 to 1, all Units were exchanged on a pro-rata basis for consulting services.
On October 1, 2009, the Company’s Board of Directors approved an Investor Relations Consulting Agreement with Alliance Advisors, LLC (the “Agreement”).  The twelve-month Agreement called for cash and the   issuance of 125,000 restricted58,407,331 shares of the Company’s Common Stock duringas of October 4, 2011. The shares were issued in reliance upon an exemption from the first thirty daysregistration provisions of the Securities Act of 1933 due to Section 4(1) of the Act and Rule 144.

27
As previously mentioned herein, on October 5, 2011, the Company closed a Stock Purchase Agreement with an additional 125,000 restrictedPernix for the purchase of 2,631,579 shares of the Company’s Common Stock afterat a purchase price of $0.38 per share for a total purchase price of $1,000,000. In connection with the successful completionStock Purchase Agreement, the Company and Pernix entered into a Lock-Up Agreement. The shares were issued in reliance on exemptions from registration under Regulation D, Rule 506 of the first six (6) monthsSecurities Act of service.  The Company issued1933, as amended, and applicable state securities laws.

Debt Securities and Shares Issued Upon Conversion

As previously mentioned herein, on June 1, 2011, VitaMed sold Promissory Notes (the “VitaMed Promissory Notes”) in the first 125,000 shares on October 20, 2009 and the second 125,000 on November 29, 2010. The Agreement expired on September 30, 2010; however, Alliance Advisors, LLC continuedaggregate of $500,000 with accompanying VitaMed Warrants (as more fully described below) to provide services on a month-to-month basis at $5,000 per month through December 31, 2010.
On June 11, 2010, pursuant to the Spectrum Acquisition Agreement, AMHN acquired 100% of the issued and outstanding shares of Spectrum in exchange for the issuance ofpurchase an aggregate of 500,000 Units (or Company Warrants to purchase an aggregate of 613,718 shares pursuant to the Conversion Ratio). In October 2011, VitaMed Promissory Notes in the aggregate of $100,000 and accrued interest of $1,392 were converted into 266,822 shares of AMHNthe Company’s Common Stock. The shares were issued in reliance upon an exemption from the registration provisions of the Securities Act of 1933 due to Section 4(1) of the Act and Rule 144.

On November 4, 2010,As previously mentioned herein, on July 18, 2011, VitaMed sold two Senior Secured Promissory Notes (the “Senior Secured Notes”) in the amount of $500,000 each and also entered into a Security Agreement under which VitaMed pledged all of its assets to secure the obligation. The Senior Secured Notes bear interest at the rate of six percent (6%) per annum and are due on the one (1) year anniversary of the date thereof. The Company may pay the Senior Secured Notes by delivering such number of shares of the Company’s Common Stock as shall be determined by dividing the outstanding principal then due and owing by the Company’s Share Price. For purposes of the Senior Secured Notes, the “Share Price” shall mean the lower of the most recent price at which the Company issued 160,000offered and sold shares of its Common Stock (not including any shares issued upon the exercise of options and/or warrants or upon the conversion of any convertible securities) or the five-day average closing bid price immediately preceding the date of conversion.

As previously mentioned herein, on October 18, 2011, the Company and Energy Capital, LLC and First Conquest Investment Group, LLC (the “Noteholders”) entered into Debt Exchange Agreements in which the principal amount of the Noteholders’ Convertible Notes were converted and aggregated accrued interest of approximately $6,300 was forgiven and reported as other income in the fourth quarter of 2011. Pursuant to the terms thereof, an aggregate of 20,000,000 shares of the Company’s Common Stock was issued to the Noteholders and their assigns. The shares were issued in reliance upon an exemption from the registration provisions of the Securities Act of 1933 due to Section 4(1) of the Act and Rule 144.

As previously mentioned herein, in September and October 2011, VitaMed sold Convertible Promissory Notes (the “VitaMed Convertible Notes”) in the aggregate of $534,160. The VitaMed Convertible Notes earned interest at the rate of four percent (4%) per annum and were due December 1, 2011. On November 18, 2011, the Company and the VitaMed Convertible Noteholders entered into Debt Conversion Agreements and converted the principal and accrued interest of the VitaMed Convertible Notes into 1,415,136 shares of the Company’s Common Stock. The shares were issued in reliance upon an exemption from the registration provisions of the Securities Act of 1933 due to Section 4(1) of the Act and Rule 144.

Common Stock Purchase Warrants Issued Pursuant to the Merger

As previously mentioned herein, on October 4, 2011, pursuant to the Conversion Ratio, the Company issued Company Warrants for accrued legal services from 2009.
an aggregate of 1,472,916 shares. The Company Warrants and the shares to be issued upon exercise are covered by Lock Up Agreements.

 
1428

Common Stock Purchase Warrants Issued for Consulting Services

As previously mentioned herein, on July 21, 2011, VitaMed entered into a one-year Consulting Agreement with Lang to assist in the design, development and distribution efforts of VitaMed’s initial product offering. As compensation, Lang was issued a VitaMed Warrant for the purchase of 200,000 shares (or a Company Warrant for 245,485 shares pursuant to the Conversion Ratio). The five-year Company Warrant has an exercise price of $0.407357 per share and vested immediately upon issuance. No shares under the Company Warrant have been exercised. In connection with the Company Warrant, Lang executed a Lock-Up Agreement.

As previously mentioned herein, on October 21, 2011, the Company and VitaMed entered into a two-year Consulting Agreement (the “Agreement”) with Lang wherein a Lang representative will help evaluate improvements to existing products and new products as well as services including, but not limited to, research, design, compliance, scientific and regulatory affairs and commercialization of products. As compensation, Lang was issued a Company Warrant for the purchase of 800,000 shares. The ten-year Company Warrant has an exercise price of $0.38 per share and vested immediately upon issuance. No shares under the Company Warrant have been exercised. In connection with the Company Warrant, Lang executed a Lock-Up Agreement.

On October 21, 2011, the Company issued a Company Warrant to a non-affiliate for consulting services rendered. The five-year Company Warrant for the purchase of 184,211 shares vested immediately upon issuance. The Company Warrant has an exercise price of $0.38 per share and has not been exercised.

On December 28, 2011, the Company issued a Company Warrant to a non-affiliate for consulting services rendered. The five-year Company Warrant for the purchase of 500 shares vested immediately upon issuance. The Company Warrant has an exercise price of $1.50 per share and has not been exercised.

Common Stock Purchase Warrants Issued to Officers and Directors

On March 7, 2011, VitaMed entered into a Business Loan Agreement and Promissory Note for a $300,000 bank line of credit (the “Bank LOC”) for which the bank required a personal guarantee and cash collateral. Personal guarantees and cash collateral limited to $100,000 each were provided by Robert Finizio and John Milligan, officers of VitaMed, and by Reich Family Limited Partnership, an entity controlled by Mitchell Krassan, also an officer of VitaMed. The Bank LOC accrues interest at the rate of 3.020% per annum based on a year of 360 days and is due on March 1, 2012. The bank and VitaMed negotiated a one-year extension to the Bank LOC which was executed on March 19, 2012 (the “Bank LOC Extension”). The Bank LOC Extension accrues interest at the rate of 2.35% and is due on March 1, 2013. In consideration for the personal guarantees and cash collateral, VitaMed issued VitaMed Warrants for an aggregate of 499,998 Units (or Company Warrants for an aggregate of 613,713 shares pursuant to the Conversion Ratio). The ten-year Warrants vest at the rate of an aggregate of 76,714 shares per calendar quarter end and have an exercise price of $0.2444 per share. In the event that the bank loan is repaid prior to being fully vested, the Company Warrants will be reissued only for the number of shares vested through the date of repayment. At March 31, 2012, an aggregate of 306,867 shares will be vested thereunder.

 On October 21, 2011, the Company issued a Company Warrant to the Company’s Chief Financial Officer, Daniel A. Cartwright. The ten-year Company Warrant for the purchase of 600,000 shares of the Company’s Common Stock vests monthly over a 44-month period with a fair value of $172,200. The Company Warrant has an exercise price of $.38 per share. At March 31, 2012, 68,180 shares will be vested thereunder and no vested shares have been exercised.

29

Non-Qualified Stock Options Issued Pursuant to the Merger

As previously mentioned herein, on October 4, 2011, pursuant to the Conversion Ratio, the Company issued Company Options for an aggregate of 10,119,796 shares. The Company Options and the shares to be issued upon exercise are covered by Lock Up Agreements. Through December 31, 2011, a Company Option had been exercised for the purchase of 92,057 shares at an aggregate purchase price of $17,240. The shares were issued in reliance upon an exemption from the registration provisions of the Securities Act of 1933 due to Section 4(1) of the Act and Rule 144.

Non-Qualified Stock Options Issued to Officers and Directors

To date all non-qualified stock options issued by the Company have been issued pursuant to the LTIP (“Company Options”). All Company Options issued on October 4, 2011 were issued pursuant to the Merger. The following information sets forth all Company Options issued to the Company’s officers and directors.
Robert G. Finizio - Chief Executive Officer, Chairman

On October 4, 2011, Mr. Finizio was issued a Company Option for 1,472,910 shares under which all shares are currently vested. The Company Option expires on January 1, 2019 and has an exercise price of $0.101839 per share.

As mentioned hereinafter at Recent Events, on February 27, 2012, Mr. Finizio was issued a Company Option for 300,000 shares under which the shares vest fully on February 27, 2013. The Company Option expires on February 27, 2022 and has an exercise price of $2.20 per share.

John C.K. Milligan IV - President, Secretary, Director

On October 4, 2011, Mr. Milligan was issued a Company Option for 2,052,255 shares under which all shares are currently vested. The Company Option expires on January 1, 2019 and has an exercise price of $0.101839 per share.

As mentioned hereinafter at Recent Events, on February 27, 2012, Mr. Milligan was issued a Company Option for 300,000 shares under which the shares vest fully on February 27, 2013. The Company Option expires on February 27, 2022 and has an exercise price of $2.20 per share.

Daniel A. Cartwright - Chief Financial Officer/Treasurer

On October 21, 2011, Mr. Cartwright was issued a Company Option for 300,000 shares under which the shares vest at the rate of 75,000 shares over a four-year period on the anniversary date thereof. No shares under the Company Option are currently vested. The Company Option expires on October 21, 2021 and has an exercise price of $.38 per share.

Mitchell Krassan - Vice President and Chief Strategy Officer

On October 4, 2011, Mr. Krassan was issued a Company Option for 73,646 shares under which all shares are currently vested. The Company Option expires on May 1, 2020 and has an exercise price of $0.187384 per share.

On October 4, 2011, Mr. Krassan was issued a Company Option for 92,057 shares under which all shares are currently vested. The Company Option expires on May 1, 2020 and has an exercise price of $0.187384 per share.

30
 
 
On October 4, 2011, Mr. Krassan was issued a Company Option for 736,455 shares under 368,227 shares are currently vested. The remaining shares vest at the rate of 20,457 on the first of each month through September 1, 2013. The Company Option expires on September 1, 2020 and has an exercise price of $0.203678 per share.

Dr. Brian Bernick - Director

On October 4, 2011, BF Investment Enterprises, Ltd., an entity owned by Dr. Bernick, was issued a Company Option for 1,472,910 shares under which all shares are currently vested. The Company Option expires on January 1, 2019 and has an exercise price of $0.101839 per share. No shares under the Company Option have been exercised.

Non-Qualified Stock Options Issued to Employees

On October 21, 2011, the Company issued Company Options to employees for the purchase of an aggregate of 85,000 shares. One ten-year Company Option for the purchase of 50,000 shares vests at the rate of 2,083.33 shares per month over a 24-month period and has an exercise price of $0.38 per share. The remaining ten-year Company Options vest annually over a 48-month period and have an exercise price of $0.38 per share. None of these Company Options have been exercised.

On December 28, 2011, the Company issued Company Options to employees and consultants for the purchase of an aggregate of 177,422 shares at an exercise price of $1.50. Of the ten-year Company Options, 142,422 vest annually over four years and 35,000 vest annually over two years. None of these Company Options have been exercised.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 6.
SELECTED FINANCIAL DATA.

We are a smaller reporting company as defined by Rule 229.10(f)(1) and are not required to provide information under this item.

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS.
Cautionary Notice Regarding Forward Looking Statements
We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This Report contains a number of forward-looking statements that reflect management’s current views and expectations with respect to our business, strategies, products, future results and events and financial performance.  All statements made in this Report other than statements of historical fact, including statements that address operating performance, events or developments that management expects or anticipates will or may occur in the future, statement related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results and non-historical information, are forward looking statements.  In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” “will,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking.  These forward-looking statements are subject to certain risks and uncertainties, including those discussed below.  Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated or implied by these forward-looking statements.  We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.
Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future  events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below) and apply only as of the date of this Report.  Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements.  Factors that could cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Report, and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors that may affect our business.  We undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

Overview

The Company currently promotes, distributes and sells certain products developed and sold by Spectrum relative to its digital media network.  ThroughOur Company’s sole focus is that of our subsidiary, VitaMed. As of December 31, 2011, we discontinued the License Agreement, the Company specifically targets multispecialty group practices and independent physician associations (“IPAs”) to sell themsale of subscriptions for software, hardware and content developed for and distributed by Spectrum.  In addition, the Company endeavors to sell advertising spots on the Spectrum network broadcastHealth Network. VitaMed was organized as a limited liability company in those subscribing offices.  The Company may earn upthe State of Delaware on May 13, 2008 and is a specialty pharmaceutical company that sells products in the women’s health market segment. We specialize in delivering the highest quality of products for women’s health needs through our national sales force that calls on physicians who specialize in women’s health and through our website. We has also developed a patent-pending technology and business methodology to thirty percent (30%market both over-the-counter (“OTC”) and prescription versions of revenues generatednutritional supplements, drugs, medical foods and other medical products directly to consumers and through pharmacies with the recommendation of physicians. Our business model creates unique value propositions for new subscriptionspatients, physician/providers and advertisements.insurance payors.

 
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In January of 2009, we completed formulation of our first products, a prenatal multivitamin and a vegan docosahexaenoic acid (“DHA”) supplement. After contracting with Lang to produce our products, our first product sales occurred in June 2009 with sales focused primarily in south Florida. In September 2010, we achieved a milestone of $1 million in total sales. We have since expanded our product sales into 46 states with our new product development continuing to focus on the women’s health market. As we continue our product development efforts for both new products and refinements to existing products, we are also seeking proprietary ingredients that can be licensed on an exclusive basis for use in women’s healthcare that will further differentiate our products from the competition.

Liquidity and Capital Resources

As of December 31, 2011, the Company’s working capital deficit was $1.9 million, our accumulated deficit was $17.0 million and our stockholders’ deficit was $1.7 million. Operating loss was $12.9 million and $2.9 million for the years ended December 31, 2011 and 2010, respectively. Net cash outlays from operations and capital expenditures were $5.0 million and $2.9 million for the years ended December 31, 2011 and 2010, respectively.

We began the operation of our current business plan in June 2008 and have not yet attained a level of revenue to allow us to meet our current overhead. Based on our current marketing plan and expected sales demand, we do not contemplate attaining profitable operations until 2013, and there is no assurance that such an operating level can ever be achieved. We are dependent upon obtaining additional financing in order to adequately fund working capital, infrastructure, manufacturing expenses and significant marketing/investor related expenditures to gain market recognition, so that we can achieve a level of revenue adequate to support our cost structure, none of which can be assured. Management believes it will be able to raise the capital required to execute the Company’s business plan and become profitable.

While we believe that we will have sufficient financial resources for the next twelve (12) month period, we cannot provide assurance as to how much we will need to spend in order to develop, manufacture, and market new products and technologies in the future. We are currently working to bring additional products to market (some of which would require FDA approval). We expect to spend approximately $1.2 million on research and development in 2012. As we increase the market penetration of our current products and we expand our product base to include prescription products, the need for increased inventory levels will become a necessity. This increase is estimated to be approximately $0.8 million.

We may not have sufficient resources to fully develop any new products or technologies or expand our inventory levels unless we are able to raise additional financing. We can make no assurances these required funds will be available on favorable terms, if at all. If additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities would result in dilution to our existing stockholders. Additionally, these conditions may increase costs to raise capital and/or result in further dilution. Our failure to raise capital when needed would adversely affect our business, financial condition and results of operations, and could force us to reduce or cease our operations.

We believe that we will be able to meet the costs of growth and public reporting with funds generated from operations and additional amounts generated through debt and equity financing. Although management believes that the required financing to fund product development and increasing inventory levels can be secured at terms satisfactory to the Company, there is no guarantee these funds will be made available, and if funds are available, that the terms will be satisfactory to the Company.

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Basis of Presentation of Financial InformationCash and Cash Equivalents

During the years ended December 31, 2011 and 2010, our cash liquidity increased (decreased) as follows:

   (000’s) 
At December 31, 2010 $423 
At December 31, 2011  126 
Decrease in cash and cash equivalents $(297)

   (000’s) 
At December 31, 2009 $123 
At December 31, 2010  423 
Increase in cash and cash equivalents $300 
 
The increase (decrease) in cash and cash equivalents is comprised of the following components for the years ended December 31:

  2011  2010 
       
Proceeds from notes payable and line of credit $3,084  $-0- 
Proceeds from issuance of equity securities  1,707   3,171 
Proceeds from exercise of stock options  17   -0- 
Sources of cash and cash equivalents  4,808   3,171 
         
Cash used in operating activities  4,967   2,844 
Cash used to purchase equipment  29   27 
Repayment of debt  101   -0- 
Cash used in other investing activities  8   -0- 
Uses of cash and cash equivalents  5,105   2,871 
         
Increase (decrease) in cash and cash equivalents $(297) $300 

During the year ended December 31, 2011, working capital decreased by $2.7 million as follows:

  December 31,    
  2011  2010  Change 
  
(000’s)
   
Current assets $1,237  $1,059  $178 
Current liabilities  3,151   233   2,918 
Working capital $(1,914) $826  $(2,740)

The increase in current liabilities is a result of increased short term loans used to fund operations.

Primary Sources of Cash

During 2010, VitaMed sold 13,011,688 membership units in the aggregate of $3,193,000.

Between February and May 2011, VitaMed sold 2,892,630 membership units for an aggregate purchase price of $707,000.

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On July 6, 2009, the July 2009 Acquisition Agreement betweenOctober 5, 2011, the Company closed a Stock Purchase Agreement and America’s Minority Health Network wassold 2,631,579 shares of the Company’s Common Stock at a purchase price of $0.38 per share for a total purchase price of $1,000,000.

In March 2011, the Company entered into through whicha line of credit agreement with 1st Union Bank. Between March and September 2011, the Company drew down $300,000 against the line of credit.

Between June and December 2011, VitaMed received funds from the sale of promissory notes in the aggregate of $2,684,160.

In December 2011, a former shareholdersdirector of America’s Minority Health Network became shareholdersVitaMed, exercised Company Options to purchase 92,057 shares of the Company on July 27, 2009.  Prior to the Agreement, we had abandoned our previous business, and upon closing the July 2009 Acquisition Agreement, the businessCompany’s Common Stock at an aggregate exercise price of America’s Minority Health Network became our sole focus.  Because America’s Minority Health Network became the Company’s successor business and because the operations and assets of America’s Minority Health Network represented our entire business and operations from the closing date of the Agreement through the closing of the Spectrum Acquisition Agreement, our management’s discussion and analysis and audited and unaudited financial statements are based on the consolidated financial results of the Company and its wholly owned subsidiaries, America’s Minority Health Network and Spectrum, for the relevant periods.$17,250.

Recently Issued Accounting Pronouncements
See Note B to our audited consolidated financial statements included in this Report for recently issued accounting standards, including the expected dates of adoption and expected impact to our consolidated financial statements upon adoption.
Results of Operations

Year ended December 31, 2011 compared to year ended December 31, 2010

  Year Ended December 31,    
  2011  2010  Change 
  
(000’s)
   
Revenue $2,088  $1,242�� $846 
Cost of goods sold  947   556   391 
Operating expenses  6,568   3,553   3,015 
Operating loss  (5,427)  (2,867)  (2,560)
Settlement of debt  (7,390)  -0-   (7,390)
Other expense, net  (96)  -0-   (96)
Net loss $(12,913) $(2,867) $(10,046)

Revenue and Cost of Goods Sold

Revenues for year ended December 31, 2011 were up $846,000, or approximately 68.1%, from the year ended December 31, 2010. This increase was directly attributable to the increase in the number of sales territories and the associated increase in number of sales people selling in those territories. Cost of Goods Sold increased $391,000, or approximately 70.3%, from year ended December 31, 2011 compared to the year ended December 31, 2010. Approximately 96.9% of this increase was primarily due to an increase in the amount of product sold and approximately 3.1% of the increase was related to product mix. The Company’s costs of individual products did not change for year ended December 31, 2011 as compared to 2010.

Operating Expenses

The Company’s principal operating costs include the following discussionitems as a percentage of total expense.

  
Year Ended
December 31,
 
  2011  2010 
Human resource costs, including benefits  52%  52%
Sales and marketing  14%  9%
Product design and development costs  2%  2%
Travel and entertainment  6%  5%
Professional fees for legal, accounting and consulting  7%  8%
Rent and other occupancy costs  5%  5%
Non-cash costs  3%  5%
Other  11%  14%

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Operating expenses increased by $3.0 million (84%) as a result of the following items:

  (000’s) 
Increase in human resource costs $1,551 
Increase in sales and marketing  560 
Increase in product design and development costs  424 
Increase in travel and entertainment  233 
Increase in professional and consulting  318 
Increase in rent and other occupancy costs  23 
Increase in non-cash compensation  19 
Increase in all other  270 
  $3,015 

Human resource related costs (including salaries and benefits) increased by $1.6 million primarily due to an increase of 25 employees in 2011. The Company had 51 employees at December 31, 2011 which increased from 27 for the comparable period for the prior year.

Sales and marketing costs increased $0.6 million due to the increase in both sales territories and sales personnel during 2011.

During 2011, the Company made improvements to products and packaging which increased costs by a nominal amount.

Travel and entertainment expense increased $0.2 million as a direct result of increased activity associated with sales and training efforts.

Professional fees increased $0.3 million primarily due to an increase in legal fees arising from contract and patent services as well as due diligence related to the above discussed Merger. The Company incurred additional accounting and audit costs related to preparation of audits for 2010 and 2011 as required for the above discussed Merger. Consulting cost also increased as a result of opening new sales territories and the additional resources needed to complete the Merger.

Rent and occupancy costs increased slightly as a result of repairs and maintenance and other ancillary costs.

Non-cash compensation costs increased as the result of the additional Company Options granted in 2011.

Settlement of debt

On October 18, 2011, the Company and the two noteholders entered into Debt Conversion Agreements and converted the principal amount of their convertible notes ($210,000) into 20,000,000 shares of the Company’s Common Stock valued at $7,600,000.

Other Expense, net

Other non-operating expense increased by $0.1 million for the year ended December 31, 2011 in comparison to the same period in 2010 due primarily to the addition of interest expense not incurred during 2010.

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Critical Accounting Estimates and New Accounting Pronouncements

Critical Accounting Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect reported amounts and related disclosures in the financial statements. Management considers an accounting estimate to be critical if:

·it requires assumptions to be made that were uncertain at the time the estimate was made, and
·changes in the estimate or different estimates that could have been selected could have a material impact on our results of operations or financial condition.

We base our estimates and judgments on our experience, our current knowledge, our beliefs of what could occur in the future, our observation of trends in the industry, information provided by our customers and information available from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the following accounting policies and estimates as those that we believe are most critical to our financial condition and results of operations should be readand that require management’s most subjective and complex judgments in conjunction withestimating the effect of inherent uncertainties: share-based compensation expense, income taxes, and derivative financial instruments.

Share-Based Compensation Expense. We calculate share-based compensation expense for option awards and warrant issuances (“Share-based Awards”) based on the estimated grant/issue-date fair value using the Black-Scholes-Merton option pricing model (“Black-Sholes Model”), and recognize the expense on a straight-line basis over the vesting period, net of estimated forfeitures. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the vesting period of the Share-based Award in determining the fair value of Share-based Awards. Although we believe our assumptions used to calculate share-based compensation expense are reasonable, these assumptions can involve complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period.

Income Taxes. As part of the process of preparing our consolidated financial statements, included herewith.  This discussion should not be construedwe are required to imply thatestimate income taxes in each of the results discussed herein will necessarily continue intojurisdictions in which we operate. Our provision for income taxes is determined using the asset and liability approach to account for income taxes. A current liability is recorded for the estimated taxes payable for the current year. Deferred tax assets and liabilities are recorded for the estimated future or that any conclusion reached herein will necessarily be indicativetax consequences attributable to differences between the financial statement carrying amounts of actual operating resultsexisting assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates in the future.  Such discussion represents only the best present assessment of our management.  Historical financial information presentedeffect for the year ended December 31, 2010in which the timing differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of changes in tax rates or tax laws are recognized in the provision for income taxes in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount more-likely-than-not to be realized. Changes in valuation allowances will flow through the statement of operations unless related to deferred tax assets that expire unutilized or are modified through translation, in which case both the deferred tax asset and related valuation allowance are similarly adjusted. Where a valuation allowance was established through purchase accounting for acquired deferred tax assets, any future change will be credited or charged to income tax expense.

The determination of our provision for income taxes requires significant judgment, the use of estimates, and the period from April 2009 through December 31, 2009interpretation and application of complex tax laws. In the ordinary course of our business, there are transactions and calculations for which the ultimate tax determination is uncertain. In spite of our belief that we have appropriate support for all the positions taken on our tax returns, we acknowledge that certain positions may be successfully challenged by the taxing authorities. We determine the tax benefits more likely than not to be recognized with respect to uncertain tax positions. Although we believe our recorded tax assets and liabilities are reasonable, tax laws and regulations are subject to interpretation and inherent uncertainty; therefore, our assessments can involve both a series of complex judgments about future events and rely on estimates and assumptions. Although we believe these estimates and assumptions are reasonable, the Company on a consolidated basis with its subsidiaries, America’s Minority Health Network (reported as discontinued as of July 31, 2010)final determination could be materially different than that which is reflected in our provision for income taxes and Spectrum (acquired June 11, 2010).  Our actual resultsrecorded tax assets and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors contained elsewhere in this document.  See Caution Regarding Forward-Looking Statements.
Material Changes in Financial Condition and Results of Operations
Results of Operations – Comparison of Years Ended December 31, 2010 and 2009
Revenues
AMHN had revenues of $48,217 during the year ended December 31, 2010 compared to $0 revenues during the period from inception through December 31, 2009.  The increase in revenue was the result of advertising contracts entered into during 2010, and 2009 net income reclassified to discontinued operations.
Operating Costs
AMHN had operating costs of $71,932 for the year ended December 31, 2010 compared to operating costs of $0 during the period from inception through December 31, 2009.  The operating costs are the costs associated with service and maintenance of the programming provided via broadband delivery, and the increase is a reflection of the increase in the number of subscribing offices, as well as result of certain 2009 costs reclassified to discontinued operations.
General and Administration, Professional, and Consulting Expenses
        AMHN’s general and administrative expenses consist of accounting and administrative costs,liabilities.
 
 
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New Accounting Pronouncements
In December 2011, FASB issued Accounting Standards Update (“ASU”) 2011-11, Balance Sheet - Offsetting. This guidance requires disclosures about offsetting and related arrangements for recognized financial instruments and derivative instruments. The standard is effective for us as of January 1, 2013 and will not materially impact our financial statement disclosures.

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment.” This guidance provides the option to evaluate prescribed qualitative factors to determine whether a calculated goodwill impairment test is necessary. The standard is effective for us as of January 1, 2012 and will not materially impact on our financial condition, results of operations, or financial statement disclosures.

In May 2011, FASB issued Accounting Standards Update (“ASU”) 2011-05, Comprehensive Income: Presentation of Comprehensive Income, to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments do not change the guidance regarding the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendments should be applied retrospectively, and is effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The adoption is not expected to have a material impact on the Company’s results of operations, financial position or cash flows.

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU represents the converged guidance of the FASB and the IASB (the “Boards”) on fair value measurement, and results in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” These amendments change some of the terminology used to describe many of the existing requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The amendments should be applied prospectively, and they are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The adoption is not expected to have a material impact on the Company’s results of operations, financial position or cash flows.

Management does not believe there would be a material effect on the accompanying financial statements had any other recently issued but not yet effective accounting standards been adopted in the current period.

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professional fees and other general corporate expenses. General and administrative expensesRecent Events

Formation of New Subsidiary

On January 10, 2012, the Company formed a new wholly owned subsidiary, BocagreenMD, Inc., a Nevada corporation, for the year ended December 31, 2010purpose of selling certain of its products to select markets.

Issuance of Promissory Notes

Between January 2012 and February 10, 2012, the Company issued Promissory Notes for an aggregate of $700,000 (the “Notes”). The Notes bore interest at a rate of six (6%) per annum and were $376,873 compareddue on March 1, 2012. The Notes were repaid on February 24, 2012 through the issuance of Secured Promissory Notes as outlined in the next paragraph.

Issuance of Secured Promissory Notes

On February 24, 2012, the Company sold and issued Secured Promissory Notes (the “Notes”) to $628,005Steven G. Johnson (“Johnson”) and Plato & Associates, LLC (“Plato”) in the principal base amount of $1,358,014 and $1,357,110 respectively (the “Principal Base Amount(s)”) pursuant to the terms of that certain Note Purchase Agreement (the “Note Purchase Agreement”) of even date therewith. As consideration for the period from inceptionNotes, Johnson and Plato surrendered certain promissory notes previously issued by the Company in the aggregate amount of $858,014 and $857,110 respectively (which sums include principle and interest through December 31, 2009.  The decrease was largelyFebruary 24, 2011) (collectively known as the result of consulting fees incurred by AMHN associated with the acquisition of America’s Minority Health Network, Inc.  Such expenses were not repeated in 2010 with the acquisition of Spectrum.
Other Expenses
AMHN’s depreciation and amortization expense for the year ended December 31, 2010 was $61,383 compared to $0 for the period from inception through December 31, 2009.  The increase in depreciation and amortization is the“Prior Notes”). As a result of the acquisitionforegoing, the Company received an aggregate of Spectrum Health Network, Inc.$1,000,000 of new funding from Johnson and Plato. On March 23, 2012, each of Johnson and Plato loaned the Company an additional $500,000 under the Notes for an aggregate of $1,000,000.

AMHN’sThe Principal Base Amount of each Note, plus any and all additional advances made to the Company thereafter (the “Aggregated Principal Amount”), together with accrued interest expenseat the annual rate of six percent (6%), is due in one lump sum payment twenty-four (24) months from the date of issuance of the Notes (the “Maturity Date”). As security for the year ended December 31, 2010 was $64,086 compared to $0Company’s obligations under the Note Purchase Agreement and the Notes, the Company entered into a Security Agreement and pledged all of its assets, tangible and intangible, as further described therein.

As an inducement for the Purchasers to lend additional funds to the Company as outlined therein on Schedule I to the Note Purchase Agreement, and for the Purchaser’s leniency to, in essence, extend the maturity date of the Prior Notes for an additional twenty-four month period, from inception through December 31, 2009.the Purchasers, and/or assigns, received Company Warrant(s) to purchase an aggregate of 9,000,000 shares. The increase in interest expense wasCompany Warrant(s) shall terminate on the result of a note due to Seatac Digital Resources, Inc.
Discontinued Operations
The gains and lossesdate that is five (5) years from the dispositiondate of certain income-producing assetsthe issuance of the Notes and associated liabilities, operating results,shall have an exercise price of $0.38 per share. The Company is currently evaluating and cash flows are reflected as discontinued operations inquantifying the consolidated financial statements for all periods presented.  Although net earnings are not affected,affect of the issuance of the Company has reclassified results that were previously included in continuing operationsWarrants on its financial statements.

Approval of 2012 Stock Incentive Plan

On February 23, 2012, the Company’s Board of Directors adopted the 2012 Stock Incentive Plan, a non-qualified plan not requiring approval by the Company’s shareholders (“2012 SOP”). The 2012 SOP was designed to serve as discontinued operationsan incentive for qualifying dispositions.
The loss from discontinued operations for the year ended December 31, 2010 was approximately $445,000.  The loss from discontinued operations for the period from inception through December 31, 2009 was approximately $1,027,000.  The decrease of approximately $582,000 in the loss from discontinued operations between the two periods is the resultretaining qualified and competent key employees, officers and directors, and certain consultants and advisors of the following: (i) an increase in revenue of $50,000; (ii) an increase in operating costs of $38,000: (iii) a reduction in general and administrative of $590,000; (iv) a reduction of sales and marketing of $50,000; and (v) an increase of $70,000 in depreciation and amortization expense.Company. There are 10,000,000 shares authorized for issuance thereunder. No shares have been issued under the 2012 SOP.
The gain on disposal of discontinued operations in 2010 of $259,693 is comprised of: (i) $967,888 from the disposal of assets of the discontinued operations; (ii) $1,167,917 from the disposal of liabilities of the discontinued operations; and (iii) $59,664 representing the forgiveness of debt in exchange for 100% of the issued and outstanding shares of common stock of America’s Minority Health Network.
 Liquidity and Capital Resources
The Company began its current operations in 2009 and has not as yet attained a level of operations which allows it to meet its current overhead. We do not know if or when we will attain profitable operations and there is no assurance that a profitable operating level can ever be achieved. We will be dependent upon obtaining additional financing in order to adequately fund working capital, infrastructure, production expenses and significant marketing related expenditures related to Spectrum and the conversion of its accounts to subscriptions.  These factors raise substantial doubt about our ability to continue as a going concern and the accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset carrying amounts or the amounts and classification of liabilities that may result should we be unable to continue as a going concern.
As of December 31, 2010, the Company’s cash assets were $1,497, an increase of $1,332 from December 31, 2009. Current liabilities increased $214,152 from $1,160,817 at December 31, 2009 to $1,374,969 at December 31, 2010, while working capital deficit increased $276,939 from $(1,090,945) at December 31, 2009 to $(1,367,884) at December 31, 2010.

 
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Change in Officers and Directors

On February 29, 2012, the Company’s Board of Directors elected four additional individuals to serve as members of its Board of Directors, namely: Samuel A. Greco, Cooper C. Collins, Robert V. LaPenta, Jr. and Nicholas Segal.

Issuance of Company Options

On February 27, 2012, the Company issued Company Options to Robert G. Finizio and John Milligan, officers and directors of the Company. The ten-year Company Options are for 300,000 shares each and have an exercise price of $2.20 per share. The Company will needOptions vest in full on February 27, 2013.

Approval of Committee Charters and Committee Appointments

On February 29, 2012, the Company’s Board of Directors (i) approved charters for each of the Audit Committee, Compensation Committee and Corporate Governance Committee, (ii) appointed members to raise additional capital to expand operationseach committee and (iii) named a Chair of each committee. For more information on the Committee Charters, see Item 10. Directors, Executive Officer, and Corporate Governance: Committees of the Board.

Members elected to the point at whichAudit Committee include Robert V. LaPenta, Jr., Samuel A. Greco and Nicholas Segal. Mr. LaPenta, Jr. will serve as Chair.

Members elected to the Compensation Committee include Cooper C. Collins, Robert G. Finizio and Nicholas Segal. Mr. Collins will serve as Chair.

Members elected to the Corporate Governance Committee include John Milligan, Brian Bernick and Robert LaPenta, Jr. Mr. Milligan will serve as Chair.

New Product

On March 1, 2012, the Company can achieve profitability. The termslaunched its first prescription prenatal vitamin, vitaMedMD™ Plus Rx. vitaMedMD™ Plus Rxis a single-dose product containing one prenatal vitamin tablet and one life’s DHA capsule.

Cancelation of financing that may be raised may not be on terms acceptable by the Company.  If adequate funds cannot be raised outsideOptions

Between January 1, 2012 and March 24, 2011, Company Options for an aggregate of 5,000 shares were canceled due to expiration of the Company Option or termination of the Company’s current shareholders may need to contribute funds to sustain operations.  Currently, we do not have sufficient resources to continue our business plan.employee.

Off Balance Sheet Arrangements

We do not have any off balanceAs of December 31, 2011, we had no material off-balance sheet arrangements.

In the ordinary course of business, we enter into agreements with third parties that include indemnification provisions which, in our judgment, are normal and customary for companies in our industry sector. These agreements are typically with business partners, clinical sites, and suppliers. Pursuant to these agreements, we generally agree to indemnify, hold harmless, and reimburse indemnified parties for losses suffered or incurred by the indemnified parties with respect to our product candidates, use of such product candidates, or other actions taken or omitted by us. The maximum potential amount of future payments we could be required to make under these indemnification provisions is unlimited. We have not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of liabilities relating to these provisions is minimal. Accordingly, we have no liabilities recorded for these provisions as of December 31, 2011.

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Contractual Obligations
PursuantIn the normal course of business, we may be confronted with issues or events that may result in a contingent liability. These generally relate to lawsuits, claims, environmental actions or the termsactions of various regulatory agencies. We consult with counsel and other appropriate experts to assess the Transaction, the Company entered intoclaim. If, in our opinion, we have incurred a Registration Rights Agreement with Terrace Lane, LLC covering the 403,802 shares that it was issued post-Closing which granted piggy-back registration rightsprobable loss as set forth therein.  A copyby accounting principles generally accepted in the U.S., an estimate is made of the Registration Rights Agreement was filed as an exhibitloss and the appropriate accounting entries are reflected in our financial statements.

Effects of Inflation

During the periods for which financial information is presented, the Company’s business and operations have not been materially affected by inflation.

Outlook

We sell OTC and prescription products to the Company’s Current Report on Form 8-K filed withwomen’s health segment of the Commission on July 29, 2009health care market. We intend to sell a variety of products including medical foods, nutritional supplements, prescription products and ancillary products that address women’s health needs. We plan to sell our products online and through physician’s offices and pharmacies. We anticipate the demand for our products to grow as we add territories, sales personnel and products. Our plan is incorporated hereinto offer a complete line of products in the women’s health market and we believe as we expand our product line and sales territories that our revenues will increase. Our sales team markets our products by reference.detailing physicians who specialize in women’s health about the features and benefits of our products. We believe our sales and marketing strategy will enable us to increase demand for our products thereby allowing our revenues to grow in upcoming quarters.
On February 15, 2011, the Company entered into a Consulting Agreement with Back Office Consultants, Inc. (“Back Office”) pursuant to which Back Office agreed to provide accounting and corporate compliance services to the Company for a monthly fee of $7,000.  The one-year agreement has an effective date as of January 1, 2011.  (See Exhibit 10.25, Consulting Agreement, which exhibit is incorporated herein by reference.)

ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and as such, is not required to provide the information required under this item.

ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Financial statements are included and may be found at pages F-1 through F-23.F-31.

ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL DISCLOSURE.

None.
ITEM 9A.CONTROLS AND PROCEDURES.
Management’s AnnualThe Company filed a Current Report on Internal Control Over Financial Reporting
ManagementForm 8-K filed with the Commission on January 25, 2012, as amended on February 2, 2012 regarding the dismissal of Parks & Company LLC (“Parks”) as VitaMed’s independent auditor. As such, the Company is responsiblereported that on December 14, 2011, based upon the recommendation of and approval by the Company’s Board of Directors and as sole member of VitaMed, the Company dismissed Parks as VitaMed’s independent auditor and decided to continue the engagement of Rosenberg Rich Baker Berman & Company (“RRBB”) to serve as its independent auditor for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation offiscal year ending December 31, 2011.

Parks reports on VitaMed’s financial statements for external purposeseach of the fiscal years ended December 31, 2010 and 2009 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2010 and 2009 and through December 14, 2011, Parks confirmed that there were no disagreements with Parks on any matter of accounting principle or practice, financial statement disclosure or auditing scope or procedure which, if not resolved to Parks’ satisfaction, would have caused them to make references to the subject matter in accordanceconnection with accounting principles generally accepted intheir reports of the United States of America (“GAAP”). The Company’s internal control overVitaMed’s financial reporting includes those policies and procedures that:statements for such years.
●pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
●provide reasonable assurance that transactions are recorded as necessary to permit preparation of

 
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As previously reported on the Current Report on Form 8-K filed with the Commission on December 22, 2010, RRBB was appointed to serve as the independent registered public accountants for the Company on December 17, 2010. RRBB has continued to serve in that capacity since its appointment and at no time since that appointment has the Company appointed or retained any other accounting firm to represent the Company.

ITEM 9A.
financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; andCONTROLS AND PROCEDURES.
●provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In connection with the preparation of our annual financial statements, we have assessed the effectiveness of internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Framework.  Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls.  Based on this evaluation, management has determined that as of December 31, 2010, our internal controls over financial reporting were not effective and there were weaknesses in our internal control over financial reporting as outlined below.
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time period specified in the Commission’s rules and forms and is accumulated and communicated to the Company’s management, as appropriate, in order to allow timely decisions in connection with required disclosure.
Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company’s sole officerChief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based upon that evaluation, hethey concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 20102011 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated properly to allow timely decisions regarding required disclosure, due to the material weaknesses described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The Company believes its weaknesses in internal controls and procedures is due in part to the Company’s lack of sufficient personnel with expertise in the area of SEC, generally accepted accounting principles (GAAP) and tax accounting procedures. In addition, the Company lacks the personnel structure, size and complexity to segregate duties sufficiently for proper controls.

The Company is currently without sufficient funds to hire additional personnel with expertise in these areas and to segregate duties for proper controls and until such time as additional personnel are hired, the Company believes that it will continue to recognize a weakness in its internal controls and procedures.

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The Company’s plan is to hire additional personnel to properly implement a control structure when the appropriate funds become available. In the meantime, the sole officer of AMHNCompany’s Chief Financial Officer will continue to perform or supervise the performance of additional accounting and financial analyses and other post-closing procedures including detailed validation work with regard to balance sheet account balances, additional analysis on income statement amounts and managerial review of all significant account balances and disclosures, to ensure that the Company’s reports and the financial statements forming part thereof are in accordance with accounting principles generally accepted in the United States of America.

Management’s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s internal control over financial reporting includes those policies and procedures that:

·pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
 
41
·provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
·provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In connection with the preparation of our annual financial statements, we have assessed the effectiveness of internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls. Based on this evaluation, management has determined that as of December 31, 2011, our internal controls over financial reporting were not effective and there were weaknesses in our internal control over financial reporting as outlined below.

Changes in Internal Controls Over Financial Reporting

During the fourth quarter ended December 31, 2010,2011, there were no significant changes in internal controls of the Company, or other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Attestation Report of the Registered Public Accounting Firm
ITEM 9B.
OTHER INFORMATION.

This report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial reporting. The disclosure contained under this Item was not subject to attestation by our registered public accounting firm in this annual report.None.

 
ITEM 9B.OTHER INFORMATION
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None.

PART III

ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Directors, Executive Officers, Promoter and Control Persons

On August 2, 2010, Andrew Golden, Charles Richardson,The below table lists all current officers and Kimberly Sarubbi resigned as directors of the Company. Their resignations were notAll officers serve at the result of a disagreement with the Company or any matter relating to the Company’s operations, policies or practices. After the resignations, Robert Cambridge continued to serve as the Company’s sole officer and director.
In conjunction with the settlementdiscretion of the Note to Seatac, and immediately after the transferBoard of the outstanding sharesDirectors. The term of Spectrum to Seatac, Robert Cambridge resigned as the Company’s sole officer and director.  Upon his resignation, the majority shareholder owning 53.7%office of the Company’s 16,575,209 outstanding shares, elected Jeffrey D. Howes as the Company’s sole officer and director to serve until theeach of our directors expire at our next annual meetingAnnual Meeting of shareholdersShareholders or until his earlier termination or resignation.
The following individual serves as the sole officer and director of our Company and will hold office until the next annual meeting of shareholders or untiltheir successors have beenare duly elected and qualified.

 
Executive Officers and
Directors
Name		 Age 
Date of
Appt.
Position(s) Held
  Jeffrey D. Howes
 Position		 63Date Elected
Director		 02/15/11Date
Appointed Officer
Robert G. Finizio40Chairman, Chief Executive OfficerOctober 4, 2011October 4, 2011
John C.K. Milligan IV49President, Secretary, DirectorOctober 4, 2011October 4, 2011
Daniel A. Cartwright54Chief Financial Officer, Secretary/Vice President Finance, Treasurer and sole N/A October 4, 2011
Mitchell L. Krassan46Executive Vice President, Chief Strategy Officer N/A October 4, 2011
Brian Bernick, M.D.42Chief Medical Officer, DirectorOctober 4, 2011N/A
Samuel A. Greco60DirectorFebruary 29, 2011N/A
Cooper C. Collins32DirectorFebruary 29, 2011N/A
Robert V. LaPenta, Jr.43DirectorFebruary 29, 2011N/A
Nicholas Segal29DirectorFebruary 29, 2011N/A

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There are no arrangements or understandings between our sole officerofficers and directordirectors and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there are no arrangements, plans or understandings as to whether non-management shareholders will exercise their voting rights to continue to elect the current board of directors. There are also no arrangements, agreements or understandings to our knowledge between non-management shareholders that may directly or indirectly participate in or influence the management of our affairs.

Identification of Certain Significant Employees

Other than Jeffrey D. Howes,The Company considers the Company does not have any “significant employees.”following non-executive officers (NEOs) to be significant employees: Julia Amadio (Chief Product Officer), Dr. Brian Bernick (Chief Medical Officer), Jason Spitz (Vice President Marketing) and Christian Bloomgren (Vice President Sales). An overview of their business experience follows at Business Experience found within this Item 10.

Family Relationships

As only one person serves as sole officer and director, thereThere are no family relationships.relationships between any of our officers and directors.

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director and executive officer and key employee of our Company and operating subsidiary, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

 
Jeffrey D. Howes
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Executive Officers and Directors

Robert G. Finizio – Chairman, Chief Executive Officer of the Company
Chairman, Chief Executive Officer of VitaMed

Robert G. Finizio was elected Chairman and appointed Chief Executive Officer of Therapeutics on October 4, 2011. On the same day, the Company’s Board of Directors appointed him to serve as Chairman and Chief Executive Officer of VitaMed which is now a wholly owned subsidiary of the Company. As co-founder of VitaMed, from April 2008 to October 4, 2011, Mr. Finizio served as Chief Executive Officer and Director. Mr. Finizio has 16 years of successful early stage company development in the healthcare industry. Prior to VitaMed, from August 2001 to February 2008, Mr. Finizio co-founded and served as President of Care Fusion, LLC and then as Chief Executive Officer of CareFusion, Inc. (“CareFusion”) CareFusion is a global leader in healthcare technology and equipment and provider of integrated technology, software, services and equipment to healthcare institutions worldwide. Mr. Finizio managed CareFusion’s growth from inception to over 70 employees and 200 hospital customers prior to its acquisition by Cardinal Health. Mr. Finizio’s early business experience was with Omnicell Technologies (OMCL) and Endoscopy Specialists (TFX) in the healthcare IT and surgical space, respectively. Mr. Finizio has vast experience in creating, developing and guiding medical software companies and specific experience in directing health care software companies like CareFusion that developed software that drove its product sales and development. He has a proven track record of successfully building new healthcare companies through leveraging his background in women’s healthcare, pharmaceutical technology, clinical software, patient safety and distribution. Mr. Finizio earned a BA from the University of Miami.

John C.K. Milligan, IV – President, Secretary, Director of the Company
President, Secretary of VitaMed

John C.K. Milligan, IV was appointed President, Secretary and Director of Therapeutics on October 4, 2011. On the same day, the Company’s Board of Directors appointed him to serve as President and Secretary of VitaMed which is now a wholly owned subsidiary of the Company. From December 2008 to October 4, 2011, Mr. Milligan served as President and Director of VitaMed. Mr. Milligan has significant experience in creating, developing and guiding software companies, specifically in the medical industry. Prior to VitaMed, Mr. Milligan co-founded CareFusion, LLC, serving as Vice President and General Manager from August 2001 to February 2008, and then as President and Chief Operating Officer of CareFusion, Inc. CareFusion, Inc. is a global leader in healthcare technology and equipment and provider of integrated technology, software, services and equipment to healthcare institutions worldwide. Mr. Milligan led the post-acquisition integration into the $3.5 billion business unit and the transition of CareFusion’s finance, staff, and product portfolio into publicly-traded $80 billion pharmaceutical distributor and healthcare technology provider. From 1997 to 2001, Mr. Milligan was Vice President, Sales and Operations for Omnicell, Inc., a provider of healthcare, supply chain management systems and services, supply chain management systems and services where he increased revenues from under $3 million to over $25 million for product lines of web-based procurement solutions, pharmacy point-of-use automation, supply point-of-use automation, and web-based decision support systems. Mr. Milligan is a graduate of the U.S. Naval Academy.

Daniel A. Cartwright – Chief Financial Officer, Secretary/Treasurer, Director
Mr. Howes was selected as sole officerVice President of Finance, and directorTreasurer of the Company
Chief Financial Officer, Vice President of Finance, Treasurer of VitaMed

Daniel A. Cartwright was appointed Chief Financial Officer, Vice President of Finance, and Treasurer of Therapeutics on February 15,October 4, 2011. Since 2007,On the same day, the Company’s Board of Directors appointed him to serve as Chief Financial Officer, Executive Vice President of Finance and Treasurer of VitaMed which is now a wholly owned subsidiary of the Company. From July 2011 to October 4, 2011, Mr. Howes hasCartwright served as managing partnerChief Financial Officer of DeveloVitaMed. From May 1996 to July 2011, Mr. Cartwright served as Chief Financial Group,Officer and Executive Vice President of Circle F Ventures, LLC, an investment bankingArizona venture capital firm he foundedwhich made investments in March 2002.more than fifty companies. During the same period, Mr. Howes also serves as a partner in Sivilian, LLC, a firm that represents corporate clients in healthcare, financial services, technology, consumer products and commercial and real estate development opportunities.  Mr. Howes is a licensed securities representative with Series 7, 26 and 66 registrations.  From 1989 to 1995, Mr. HowesCartwright served as ChairmanChief Financial Officer and Treasurer of the BoardFleming Securities, a registered broker dealer involved with raising capital for public and Presidentprivate companies, where he was instrumental in raising over $250 million in funding. From 1993 to 1996, Mr. Cartwright served as Chief Financial Officer of American Wireless Systems, a provider of entertainment video services. Mr. Cartwright holds several federal securities licenses including Series 7, 24, 27 and 63. Mr. Cartwright currently serves as a member of the Board of Directors of Antenna Technologies Company, Inc., a wireless cable televisionprivate engineering firm, and of Primetrica, Inc., a private information research company for the telecommunications industry. Mr. Cartwright earned his B.S. in Accounting from Arizona State University.

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Mitchell L. Krassan – Executive Vice President, Chief Strategy Officer of the Company
Executive Vice President, Chief Strategy Officer of VitaMed

Mitchell L. Krassan was appointed Executive Vice President and Chief Strategy Officer of Therapeutics on October 4, 2011. On the same day, the Company’s Board of Directors appointed him to serve as Executive Vice President and Chief Strategy Officer of VitaMed. From April 2010 to October 4, 2011, Mr. Krassan served as Chief Strategy and Performance Officer of VitaMed. His duties included assisting the Chief Executive Officer with creating, communicating, executing and sustaining strategic initiatives. In addition, he co-founded.was responsible for capturing and leveraging business performance data to effect improvements and innovations in business necessary for successful strategy execution. From October 1997 to present, Mr. Krassan has been a partner with EquiMark Limited, a private investment partnership. From November 1994 to July 1997, Mr. Krassan served as Chief Financial Officer and Chief Operating Officer of The entity went publicReich Group/Telespectrum Worldwide, a fully-integrated direct marketing firm that provided clients expertise in 1993market research and analysis, strategic planning, marketing, creative and production services, telemarketing and database development. The Reich Group became the lead company in a roll-up and $180 million IPO of Telespectrum Worldwide. Mr. Krassan earned a B.S. in Accounting from University of Maryland, received his certification as a CPA in the State of Maryland, and earned his MBA in Management from New York University.

Brian Bernick, M.D. – Chief Medical Officer and Director of the Company

Dr. Brian Bernick was elected as a Director of Therapeutics on October 4, 2011. In February 2012, he was named as the Company’s Chief Medical Officer. As co-founder of VitaMed, Dr. Bernick served on VitaMed’s Board of Directors since inception. Dr. Bernick is a practicing and board certified Obstetrician/Gynecologist with twenty years of clinical medical experience. Dr. Bernick’s experience in the OB/GYN field gives him an understanding of sales channels and the needs and requirements of VitaMed’s customers. Dr. Bernick is the past Chairman of the Department of Obstetrics and Gynecology at Boca Raton Regional Hospital and has served as a member of its Medical Executive Board. He has served on the Board of Directors of the Palm Beach Medical Society and VitalMD Group Holding, LLC, the largest physician-owned and managed group of obstetricians/gynecologists in Florida covering more than 250 physicians/practices. Dr. Bernick is the recipient of several national and regional awards including the American Medical Association Foundation’s Leadership Award and was sold, alongrecognized by both Super Doctors and National Consumers Survey for being in the top 5% of doctors. He provides medical education in conjunction with Emory University and Florida Atlantic University School of Nursing and Medicine. Dr. Bernick earned a BA in Economics from Northwestern University and a doctorate in medicine from the University of Chicago Medical School. He completed his residency at the University of Pennsylvania.

 Samuel A. Greco – Director of the Company

Samuel A. Greco was elected as a Director of Therapeutics on February 29, 2012. Mr. Greco has served as Chief Executive Officer of CareView Communications, Inc. since September 2007 and was elected as a member of the CareView Board of Directors in February 2009 [OTCQB: CRVW]. CareView is an information technology provider to the healthcare industry. Mr. Greco has spent over thirty years in hospital administration, beginning at an independent city hospital and progressing to Senior Vice President of Financial Operations at Columbia/HCA Healthcare Corporation, the industry’s largest healthcare provider. At Columbia/HCA, Mr. Greco was responsible for the financial operations of the $28 billion company which at the time had over 300 hospitals and 125 surgery centers. While with Columbia, Mr. Greco elevated the area of Materials Management to a core competency that became a strategic advantage to Columbia, and launched Columbia’s supply chain initiative, recognizing how supply cost and other costs would benefit from scale, discipline and process improvement. He has become one of the industry leaders in successfully applying these supply chain strategies, vendor partnering and logistics management to improve results and provide significant savings. Over the past ten years, Mr. Greco has used his industry experience to provide consulting services to hospital management companies to greatly improve their financial results from operations. Mr. Greco has operated in organizations ranging from 200 beds to multi-facility networks of over 2,000 beds. He was instrumental in the development of the CareView System™ and his extensive contacts and relationships within the industry have been valuable in helping CareView pursue its affiliated entities,goals. Mr. Greco earned his B.A. in 1996Accounting from Bryant College and is a frequent speaker at various healthcare symposiums.

45
Cooper C. Collins – Director of the Company

Cooper C. Collins was elected as a Director of Therapeutics on February 29, 2012. Mr. Collins was appointed President, Chief Executive Officer and director of Pernix Therapeutics Holdings, Inc. (“Pernix”) effective with the close of the merger between Pernix and Golf Trust of America, Inc. on March 9, 2010. Mr. Collins joined Pernix in 2002. Pernix is a specialty pharmaceutical company focused on the sales, marketing and development of branded and generic pharmaceutical products primarily for $95 million.  Thereafter,the pediatric market. He was appointed a director of Pernix in January 2007, Pernix’s President in December 2007, and Pernix’s Chief Executive Officer in June 2008, serving in those three capacities until the closing of the GTA merger. From December 2005 to December 2007, Mr. Howes acquiredCollins served as Vice President of Business and Product Development of Pernix and as Pernix’s Territory Manager from December 2003 to December 2005. Over Mr. Collins’ tenure as an executive with Pernix, he has been responsible for increasing the overall growth, profitability and efficiency of the organization, overseeing product development and acquisitions, and managing the capital structure of Pernix. Prior to joining Pernix, Mr. Collins was employed for three years by the NFL franchise, The New Orleans Saints, in their media relations department. While on a struggling divisionfootball scholarship, Mr. Collins received a B.A. from Nicholls State University, where he later received an M.B.A.

Robert LaPenta, Jr. – Director of the Company

Robert V. LaPenta, Jr. was elected as a Director of Therapeutics on February 29, 2012. Since August 2011, Mr. LaPenta has served as a Partner of Aston Capital, a private equity investment firm with a current focus on investments in the aerospace, defense, and intelligence markets. Prior to Aston, Mr. LaPenta served as Vice President of Mergers and Acquisitions and Corporate Strategy for L-1 Identity Solutions, Inc., a provider of technology, products, systems and solutions, and services that protect and secure personal identities and assets (“L-1”). From April 2007 through July 2011, Mr. LaPenta assisted L-1 senior management in identifying acquisition candidates and investments while assisting in due diligence, structuring, valuation, execution and related financing. While at L-1, he provided assessment for over 100 acquisition opportunities, assisted in the completion of six public and private transactions, and assisted in the sale of L-1 for $1.7 billion in July 2011.

Prior to L-1, Mr. LaPenta spent thirteen years as an institutional equity trader focused on healthcare sector trading for both customer and proprietary accounts. From February 2003 to March 2007, Mr. LaPenta served as Managing Director, Co-Head of Equity Trading at Banc of America Securities where he managed all capital commitment, proprietary trading and risk management within cash trading. Prior to Banc of America Securities, he served as Director or Vice President of Equity Trading with Credit Suisse First Boston, PaineWebber, Inc., and Salomon Smith Barney, Inc. Previously, as Senior Associate at Coopers & Lybrand, Mr. LaPenta assisted with auditing, consulting, due diligence, and SEC reporting. TherapeuticsMD will look to leverage Mr. LaPenta’s diverse investing background, capital markets knowledge and his relationships within the financial community to assist it in expanding its market share and investment opportunities.

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Mr. LaPenta is Co-Investment Manager of a public$250 million family/friends/partners asset portfolio consisting of individual equities, fixed income, equity options, hedge fund strategies, private equity and alternative investments. His responsibilities include asset allocation, stock selection, manager selection and risk management. He has ownership interests in thoroughbred horse racing, breeding and pin hooking. He is an active participant and fund raiser for New York City’s W. 63rd Street YMCA, Turn the Corner foundation and numerous other charities. Mr. LaPenta graduated in 1991 from Boston College with a B.A. in Accounting and Finance and is a registered CPA in the State of New York.

Nicholas Segal – Director of the Company

Nicholas Segal was elected as a Director of Therapeutics on February 29, 2012. Since June 2007, Mr. Segal has served as a director of Seavest Capital Partners (“Seavest”), a private investment company involvedthat invests in manufacturingearly and growth-stage companies primarily in the education, healthcare, consumer technology and media sectors. Representing investments of Seavest, Mr. Segal previously served on the board of VitaMed prior to its acquisition by Therapeutics. Mr. Segal serves on the board of directors of TireVan Corporation, a private company specializing in online tire sales and installation directly to the consumer. He also serves as an observer to the board of directors of Tout, a private company with a new social media platform, and Autonet Mobile, a private company specializing in the first Internet-based service platform for the motorsportsautomotive transportation market. Mr. Segal founded and currently serves as Chief Executive Officer of Polar Generation, LLC, an early-stage consumer products company. Mr. Segal has a broad base of knowledge in technologies and products directed to the consumer market. Prior to joining Seavest, from September 2004 to April 2007, Mr. Segal served as a senior analyst in the Finance and Business Development group at ESPN. He graduated with a B.A. from Duke University in 2004.

Non-Executive Officers

Julia Amadio – Chief Product Officer of the Company

Julia Amadio was appointed Chief Product Officer on January 16, 2012. Ms. Amadio has an extensive, 25-year background in general management and leading pharmaceutical marketing and product development organizations. From June 2011 to January 2012, Ms. Amadio was President of JMA Consulting, LLC, her own consulting company she began in 2008. Prior to that from June 2009 to May 2011, she served as Global Vice President of Marketing for MeadWestvaco Healthcare Division. Previously, Ms. Amadio was President of a start-up Patients’ & Consumers’ Pharma in 2007. She was Vice President of Marketing &Marketing Services with Daiichi Pharmaceutical from 2004 to 2006, Vice President of Aventis Pharmaceutical from 1997 to 2004, Senior Director, New Products Women’s Health at Wyeth from 1991 to 1997 and started her career at J&J’s McNeil Pharmaceutical. Ms. Amadio is an active member and leader in the Healthcare Businesswomen’s Association. She was an adjunct lecturer at St. Joseph’s University in the pharmaceutical MBA program and authored a chapter on Marketing, Market Research and insights in the book Pharmaceutical Development for Woman (Wiley & Sons). Ms. Amadio earned a B.S. in Accounting from St. Joseph’s University and a Masters in Business Administration from Drexel University.

Brian Bernick, M.D. – Chief Medical Officer of the Company

See biographical information listed hereinabove.

Jason Spitz – Vice President Marketing of the Company

Jason Spitz was appointed Vice President Marketing of the Company in December 2011 and has a 24-year career in marketing, advertising and general management experience in pharmaceutical and biopharmaceutical markets. From June 2008 to December 2010, Mr. Spitz served as Managing Director, Oncology & Hematology at Beacon Healthcare Communications, a company specializing in pharmaceutical and health care advertising. From September 2004 to June 2008, he served as General Manager, Canada and Commercial Strategy and Development at MGI Pharma (later acquired by Eisai, Inc.), a company specializing in oncology and cancer supportive care products. From February 2004 to September 2004 he served as Vice President of Marketing and Sales at Aesgen, Inc., a company specializing in cancer products and drug delivery systems which was acquired by MGI Pharma. Mr. Spitz began his career at Schering Plough as a sales representative, rising within the organization over fifteen years to lead a global pharmaceutical franchise. Mr. Spitz earned his Bachelor of Business Administration in Marketing from The University of Texas at Austin and his Master of Business Administration in Pharmaceutical Studies from Fairleigh Dickinson University.

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Christian Bloomgren – Vice President Sales of the Company

Christian Bloomgren was appointed Vice President Sales of the Company in June 2011. Mr. Bloomgren has fourteen years of leadership experience in the pharmaceutical, bio-technology and diagnostic industry. From 2005 to 2011, Mr. Howes completedBloomgren served as Region Manager at ViaCell, Inc. [NASDAQ: VIAC], a biotechnology company dedicate to enabling the widespread application of human cells as medicine, later acquired by PerkinElmer, Inc. [NYSE: PKI]. While at ViaCell, Mr. Bloomgren built a successful turnaroundnational sales channel and soldhelped lead the company in 1999, repeating this success story with another company thatSpecialty Diagnostics business. From 2000 to 2002, Mr. Bloomgren served as a specialty Account Manager at Eli Lilly & Co. [NYSE: LLY] and from 2002 to 2005 as District Manager at KV Pharmaceutical [NYSE: KV]. Mr. Bloomgren served as an Internet portal for automotiveOfficer in the United States Air Force and motorsport enthusiasts.  Priorholds a Bachelor of Science degree from California State University and a Master of Science degree from Troy State University.

Other Directorships

Other than as indicated within this section at Business Experience, none of the Company’s directors hold or have been nominated to his entrepreneurial efforts, Mr. Howes’ business experience included insurance productionhold a directorship in any company with Connecticut Mutual Life Insurancea class of securities registered pursuant to Section 12 of the Exchange Act (the “Act”) or subject to the requirements of Section 15(d) of the Securities Act of 1933 or any or any company registered as an investment company under the Investment Company and Penn Mutual Life Insurance Company; corporate finance origination, venture capital placements and mergers/acquisitions with Diehl, Brown & Associates; and corporate finance for Fitzgerald, DeArmann, and Roberts, a national investment banking firm.   Act of 1940.

Involvement In Certain Legal Proceedings

During the past five years, the Company sole officerCompany’s officers and director wasdirectors have not been involved in any of the following: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Committees of the Board

On February 29, 2012, the Company’s Board of Directors (i) approved charters for each of the Audit Committee, Compensation Committee and Corporate Governance Committee, (ii) appointed members to each committee and (iii) named a Chair of each committee.

 
2148
 

Audit Committee

The purpose of the Audit Committee is to assist the Company’s Board of Directors with oversight of (i) the quality and integrity of the Company’s financial statements and its related internal controls over financial reporting, (ii) the Company’s compliance with legal and regulatory compliance, (iii) the independent auditor’s qualifications and independence, and (iv) the performance of the Company’s independent auditors. The Audit Committee’s primary function is to provide advice with respect to the Company’s financial matters and to assist the Company’s Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance.

Members of the Audit Committee include Robert V. LaPenta, Jr., Samuel A. Greco and Nicholas Segal. Mr. LaPenta, Jr. will serve as Chair.

Compensation Committee

The primary purpose of the Company’s Compensation Committee is to oversee the policies of the Company relating to compensation of the Company’s executives and make recommendations to the Board, as appropriate, with respect to such policies. The goal of such policies is to ensure that an appropriate relationship exists between executive pay and the creation of shareholder value, while at the same time motivating and retaining key employees.

Members of the Compensation Committee include Cooper C. Collins, Robert G. Finizio and Nicholas Segal. Mr. Collins will serve as Chair.

Corporate Governance Committee

The purpose of the Company’s Corporate Governance Committee is to (i) identify, review and recommend to the Board qualified candidates for membership on the Company’s Board of Directors and the committees of the Board and (ii) develop and recommend to the Board corporate governance principles and other corporate governance policies and otherwise perform a leadership role in shaping the Company’s corporate governance.

Members of the Corporate Governance Committee include John Milligan, Brian Bernick and Robert LaPenta, Jr. Mr. Milligan will serve as Chair.

Promoters and Control Persons

The Company does not have any promoters.

The Company has control persons as outlined herein under Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires directors and certain officers of the Company, as well as persons who own more than 10% of a registered class of the Company’s equity securities (“Reporting Persons”), to file reports with the Commission. The Company believes that during fiscal 2010, all Reporting Persons timely complied with all filing requirements applicable to them.

Code of Business Conduct and Ethics

On December 31, 2009,October 4, 2011, the Company’s boardBoard of directors approved (i)Directors adopted a Code of Business Conduct and Ethics for each directorapplicable to all directors and executive officer, (ii) a Code of Ethics for Financial Executives for all officers with financial oversight responsibilities, and (iii) an Insider Trading Policy for each director and executive officer.   A form of the Code of Business Conduct and Ethics, Code of Ethics for Financial Executives, and Insider Trading Policy was attached as an exhibitCompany. This code is intended to focus the Form 10-K for year ended December 31, 2009 and is included herein by reference.  The Company will provide a copy of these policies free of charge upon written request to AMHN, Inc., 10611 N. Hayden Rd., Suite D106, Scottsdale, AZ  85260.
Director Independence
There are no members of the Board of Directors and each executive officer on areas of ethical risk, provide guidance to directors and executive officers to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. All members of the Board of Directors and all executive officers are required to sign this code on an annual basis.

49

Code of Ethics for Financial Executives

On October 4, 2011, the Company’s Board of Directors adopted a Code of Ethics applicable to all financial executives and any other senior officer with financial oversight responsibilities. This code governs the professional and ethical conduct of the Company’s financial executives, and directs that qualifythey: (i) act with honesty and integrity; (ii) provide information that is accurate, complete, objective, relevant, and timely; (iii) comply with federal, state, and local rules and regulations; (iv) act in good faith with due care, competence and diligence; and (v) respect the confidentiality of information acquired in the course of their work and not use the information acquired for personal gain. All of the Company’s financial executives are required to sign this code on an annual basis.

Insider Trading Policy

On October 4, 2011, the Company’s Board of Directors adopted an Insider Trading Policy applicable to all directors and officers. Insider trading generally refers to the buying or selling of a security in breach of a fiduciary duty or other relationship of trust and confidence while in possession of material, non-public information about the security. Insider trading violations may also include ‘tipping’ such information, securities trading by the person ‘tipped,’ and securities trading by those who misappropriate such information. The scope of insider trading violations can be wide reaching. As such, our Board of Directors has adopted an Insider Trading Policy that outlines the definitions of insider trading, the penalties and sanctions determined, and what constitutes material, non-public information. Illegal insider trading is against the policy of the Company as independent directors althoughsuch trading can cause significant harm to the reputation for integrity and ethical conduct of the Company. Individuals who fail to comply with the requirements of the policy are subject to disciplinary action, at the sole discretion of the Company, including dismissal for cause. All members of the Company’s Board of Directors and all executive officers are required to ratify the terms of this policy on an annual basis.

Director Independence
Although the Company’s securities are not currently traded on an exchange or on NASDAQ which would require that the Board of Directors include a majority of directors that are independent.  independent, the Company has four members of its Board of Directors that qualify as independent directors; namely, Samuel A. Greco, Cooper C. Collins, Robert V. LaPenta, Jr. and Nicholas Segal.
 
Board Meetings and Committees; Annual Meeting Attendance

TheDuring 2011, the Company held three board meetings and conducted allother business through Written Actions by its Board of Directors.  The Company did not hold an annual meeting of shareholders during 2010; however it did hold a special meeting of shareholders on July 20, 2010 to approve (i) a redomicile of the Company from Utah to Nevada, (ii) the LTIP, and (iii) a change in the par value of the Company’s Common and Preferred Stock to $0.001 per share.  The Company does not currently maintain separate audit, nominating or compensation committees. When necessary, the entire Board of Directors performs the tasks that would be required of those committees.Actions.

Indemnification
 
Section 145 of the Nevada Corporation Law provides in relevant parts as follows:
 
(1) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his
22
conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
 
50
(2) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine on application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
 
(3) To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in (1) or (2) of this subsection, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
 
(4) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
 
The foregoing discussion of indemnification merely summarizes certain aspects of indemnification provisions and is limited by reference to the above discussed sections of the Nevada Corporation Law.

The Company’s Articles of Incorporation and Bylaws provide that the Company may indemnify to the full extent of its power to do so, all directors, officers, employees, and/or agents. Insofar as indemnification by AMHNthe Company for liabilities arising under the Securities Act may be permitted to officers and directors of AMHNthe Company pursuant to the foregoing provisions or otherwise, AMHNthe Company is aware that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
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ITEM 11.
EXECUTIVE COMPENSATION.

Summary Compensation Table

The following table below shows certainlists the compensation information for services rendered in all capacitiesof the Company’s principal executive officers for the fiscal years ended December 31, 2010, 20092011 and 2008.2010. The following information includes the dollar value of base salaries, bonus awards, the number of stock optionsnon-qualified Company Options granted and certain other compensation, if any, whether paid or deferred.
The compensation of the former principal executive officers Gregory R. Woodhill and Gerald L. Jensen includes compensation received as employees and consultants for each of the years ending ended December 31, 2008 and 2007, and from January 1, 2009 through July 17, 2009.  The compensation of the former principal executive officer Sky Kelley includes compensation paid from inception of America’s Minority Health Network until her resignation on December 31, 2009.  Other than as set forth herein, no executive officer’s salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards,aggregated Company Options issued to the number of stock options grantedCompany’s executive officers pursuant to the Merger and certain other compensation, if any, whether paid or deferred.those issued under the LTIP.

  Annual Compensation  Long Term Compensation 
 
 
 
 
Name and
Principal Position
 
 
 
 
Fiscal
Year
End
 
 
 
 
Salary
($)
  
 
 
 
Bonus
($)
  
All other and
annual
Compensation
and LTIP
Payouts
($)
  
Securities
under
Options/
SARS
Granted
(#)
  
Restricted
Shares or
Restricted
Share Units
(#)
 
                  
 Robert Cambridge(1)
 Principal Executive Officer
 2010 $60,000  -0-  -0-  -0-  -0- 
 2009 $26,000  -0-  -0-  -0-  -0- 
 2008 -0-  -0-  -0-  -0-  -0- 
                 
 Sky Kelley(2)
 Former Chief Executive Officer
 
 2010 -0-  -0-  -0-  -0-  -0- 
 2009 $50,679  -0-  -0-  -0-  3,423,422 
 2008 -0-  -0-  -0-  -0-  -0- 
                 
 Gregory R. Woodhill(3)
 Former Chief Executive Officer
 2010 -0-  -0-  -0-  -0-  -0- 
 2009 -0-  -0-  $3,500  -0-  -0- 
 2008 -0-  -0-  $2,500  -0-  -0- 
                 
 Gerald L. Jensen(4)
 Former Principal Executive Officer
 2010 -0-  -0-  -0-  -0-  -0- 
 2009 -0  -0-  -0-  -0-  -0- 
 2008 $1  -0-  $10,000  -0-  -0- 
                 
Name and Principal Position Year Salary
($)		 Bonus
($)		 Stock Awards
($)		 
Option Awards
($)(1)
 Nonequity Incentive Plan Compensation
($)		 Non-qualified deferred compensation earnings
($)		 All other compensation
($)		 Total
($)		 
                    
Robert G. Finizio 2011  156,000  -0-  -0-  -0-  -0-  -0-  15,986  171,986 
Chief Exec. Officer(2)
 2010  140,282  -0-  -0-  -0-  -0-  -0-  2,250  142,532 
                            
John C.K. Milligan 2011  156,000  -0-  -0-  -0-  -0-  -0-  25,329  181,329 
President/Secretary(3)
 2010  144,787  -0-  -0-  -0-  -0-  -0-  9,554  154,341 
                            
Daniel A. Cartwright 2011  79,615  -0-  -0-  46,216  -0-  -0-  730  126,561 
CFO/Treasurer(4)
 2010  -0-  -0-  -0-  -0-  -0-  -0-  -0-  -0- 
                            
Mitchell L. Krassan 2011  110,000  -0-  -0-  -0-  -0-  -0-  -0-  110,000 
Chief Strategy Officer(5)
 2010  15,096  -0-  -0-  62,301  -0-  -0-  -0-  77,397 
(1)The valuation methodology used to determine the fair value of the options granted during the year was the Black-Scholes-Merton option-pricing model, an acceptable model in accordance with ASC 718-10. The Black-Scholes-Merton model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average expected life of the options.
(2)For 2011: All Other Compensation includes health insurance premiums paid on Mr. Cambridge’s compensationFinizio’s behalf. This table does not include the issuance of Company Warrants for 2009204,571 shares issued in conjunction with the guarantee of a bank loan under. For 2010: All Other Compensation includes consulting fees from July 2009health insurance premiums paid on Mr. Finizio’s behalf.
(3)For 2011: All Other Compensation includes $15,987 for health insurance premiums paid on behalf of Mr. Milligan, $5,100 paid for car allowance, and $4,242 paid for housing allowance. This table does not include the issuance of Company Warrants for 61,372 shares issued in conjunction with a promissory note and for 204,571 shares issued in conjunction with the guarantee of a bank loan. For 2010: All Other Compensation includes $2,250 for insurance premiums paid on Mr. Milligan’s behalf and $7,304 paid for housing allowance.
(4)For 2011: (i) Option Awards include the issuance of a non-qualified Company Option for the purchase of 300,000 shares issued on October 21, 2011. (ii) All Other Compensation includes health insurance premiums paid on behalf of Mr. Cartwright. This table does not include the issuance of a Company Warrant for 600,000 shares issued on October 21, 2011.
(5)For 2010: Option Awards include the issuance of non-qualified Company Options as follows: (A) Company Options for 73,646 and 92,057 shares respectively (as adjusted pursuant to December 2009.  Mr. Cambridge’s compensation of $5,000 per month is invoicedthe Conversion Ratio) which were originally issued on May 1, 2010 and paid through his consulting company, ChristiBob Marketing Consultants, Inc.reissued on October 4, 2011 pursuant to the Merger and (B) a Company Option for 736,455 shares (as adjusted pursuant to the Conversion Ratio) which was originally issued on September 1, 2010 and reissued on October 4, 2011 pursuant to the Merger.
(2)Includes compensation paid by America’s Minority Health Network from June 2009 through December 2009.  Also includes 3,423,422 shares of the Company’s restricted Common Stock valued at $291,667.
(3)Mr. Woodhill served as the Company’s Chief Executive Officer, Chief Financial Officer, Secretary and a director from June 17, 2008 through the Closing of the Transaction.  He was not an employee of the Company, but received $500 per month for his services pursuant to a consulting arrangement with the Company.
(4)Mr. Jensen served as the Company’s principal executive officer until June 18, 2008 when he resigned all positions.  His compensation includes $1,620 in 2007 consisting of an annual IRA contribution and $10,000 in 2008 as compensation for being a director of the Company.

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52
 

Outstanding Equity Awards at Fiscal Year End

The table below shows equity awards currently outstanding for the Company’s executive officers at fiscal year ended December 31, 2011,which equity awards consists of non-qualified Company Options issued under the LTIP. No executive officers have exercised their Company Options. This table does not include the issuance of Company Warrants as described elsewhere herein.

  Option Awards Stock Awards 
Name Number of Securities Underlying Unexercised Options (#) Exercisable  Number of Securities Underlying Unexercised Options (#) Unexercisable  Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)  Option Exercise Price ($) Option Expiry Date Number of Shares or Units of Stock That Have Not Vested (#)  Market Value of Shares or Units of Stock That Have Not Vested ($)  Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)  Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) 
                          
Robert G. Finizio, CEO  1,431,987(1)  40,914(1)  -0-  $0.10 01/01/19  -0-   -0-   -0-   -0- 
John CK Milligan, IV, Pres./Sec.  1,995,248(1)  57,007(1)  -0-  $0.10 01/01/19  -0-   -0-   -0-   -0- 
Daniel A. Cartwright, CFO/Treas.  -0-   300,000(2)  -0-  $0.38 10/21/21  -0-   -0-   -0-   -0- 
Mitchell Krassan, Exec. VP  73,646(3)  -0-   -0-  $0.19 05/01/20  -0-   -0-   -0-   -0- 
   23,015(4)  69,042(4)  -0-  $0.19 05/10/10  -0-   -0-   -0-   -0- 
   265,943(5)  470,512(5)  -0-  $0.20 09/01/20  -0-   -0-   -0-   -0- 
Brian Bernick, Director  1,391,082(1)  81,828(1)  -0-  $0.10 01/01/19  -0-   -0-   -0-   -0- 
On September 25,(1) The Company Option granted on January 1, 2009 vests monthly on the Company’s Boardfirst of Directors adoptedeach month over three years.
(2) The Company Option granted on October 21, 2011 vest at the AMHN, Inc. 2009 Long Term Incentive Compensation Plan (the “Plan”) to provide financial incentives to employees, membersrate of 75,000 shares annually on the anniversary of the Board, and advisers and consultantsdate of issuance.
(3) All 73,646 underlying shares vested on May 1, 2011.
(4) The options granted on May 1, 2010 vest annually on the Company who are able to contribute towards the creation of or who have created stockholder value by providing them stockanniversary date over four years.
(5) The options and other stock and cash incentives (the “Awards”).  The Awards available under the Plan consist of stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, EVA awards, and other stock or cash awards as described in the Plan.  The Plan reserves an aggregate of 1,500,000 shares of the Company’s Common Stock for issuance thereunder.   Alsogranted on September 25, 2009,1, 2010 vest monthly on the Company’s Boardfirst of Directors approved the granting of non-qualified stock options (the “Options”) to its directors and certain executive officers for an aggregate of 900,000 underlying shares.  The Options were never issued.  In December 2010, the Company and the individuals named to receive the Options mutually agreed that the Options would not be issued; therefore, no Options are outstanding under the Plan.each month over three years.
 
Compensation of Directors
Since June 17, 2008, the Company has not paid any compensation to its directors for their service.  We have no present formal plan for compensating our directors for their service in their capacity as directors.  Directors are entitled to reimbursements for reasonable travel and other out-of-pocket expenses in connection with attendance at meetings of our board of directors.  The board of directors may award special remuneration to any director undertaking any special services on behalf of our Company other than services ordinarily required of a director.
Compensation Arrangements with Executive Management

AsThere are no employment agreements or consulting agreements with any of the Company’s Chief Executive Officer, Jeffrey D. Howes receives $2,500 per month in addition toexecutive officers. All executive officers are employed through a commission of 10% of any subscriptions and advertising sold by the Company on Spectrum’s network.  The foregoing is subject to an oral agreement between the Company and Mr. Howes.verbal compensation arrangement.
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Director Compensation

The Company does not pay cash fees to directors who attend regularly scheduled and special board meetings; however, we may reimburse out-of-state directors for costs associated with travel and lodging to attend such meetings. Our directors may also be granted non-qualified Company Options from time to time under the Company’s LTIP or 2012 SOP.

The following table and accompanying footnotes details compensation paid to the Company’s directors for services rendered for the year ended December 31, 2011 and as of December 31, 2011.

Name
(a)		 Fees earned or paid in cash
($)
(b)		  Stock awards
($)
(c)		  Option awards
($)
(d)		  Non-equity incentive plan compensation
($)
(e)		  Nonqualified deferred compensation earnings
($)
(f)		  All other compensation
($)
(g)		  Total
($)
(h)		 
                      
Robert G. Finizio(1)
  -0-   -0-  $-0-   -0-   -0-   -0-  $-0- 
John C.K. Milligan IV(2)
  -0-   -0-  $-0-   -0-   -0-   -0-  $-0- 
Brian Bernick, MD(3)
  -0-   -0-  $-0-   -0-   -0-   -0-  $-0- 
(1)Does not include: (i) Company Options issued to Finizio for services rendered as an executive officer in the aggregate of 1,772,910 shares or (ii) Company Warrants issued to Finizio in exchange for a personal bank guarantee in the aggregate of 204,571 shares.
(2)Does not include: (i) Company Options issued to Milligan for services rendered as an executive officer in the aggregate of 2,352,255 shares or (ii) Company Warrants issued to Milligan in exchange for a personal bank guarantee and in connection with a promissory note in the aggregate of 265,943 shares.
(3)Does not include: (i) Company Options issued to Bernick for services rendered as a consultant in the aggregate of 1,472,910 shares or (ii) Company Warrants issued to Bernick in connection with a promissory note in the aggregate of 61,372 shares.

Compensation Committee Interlocks and Insider Participation

For the year ended December 31, 2011, the Company did not have a Compensation Committee. On February 29, 2012, the Company’s Compensation Committee consists of three members of the Company’s Board of Directors, namely, Cooper C. Collins (Chair), Robert G. Finizio, and Nicholas Segal. Of those members, only Mr. Finizio is an officer and employee of the Company. No current member of our Compensation Committee serves as a member of a board of directors or compensation committee of any entity that has one or more executive officers serving as members of our Board of Directors or Compensation Committee.

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ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS.

TheBeneficial Securities Ownership Table

As of the date of this filing, the following alphabetical table sets forth certain information with respect to the beneficial ownership of our Common Stock by (i) each personshareholder known by us to be the beneficial owner of more than 5%five percent (5%) of our outstanding Common Stock, (ii) by each of our current directors and executive officers;officers as identified herein, and (iii) all of ourthe Company’s directors and executive officers as a group, for the current period and as of December 31, 2010.  The information presented below regarding beneficial ownership of our voting securitiesgroup. Each person has been presented in accordance with the rules of the SEC and is not necessarily indicative of ownership for any other purpose.  This table is based upon information derived from our stock records.  Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth below, applicable percentages are based upon 16,575,209 shares of Common Stock, outstandingexcept as of April 15, 2011.
 
 
Name and Address of Beneficial Owner
 
 
 
Title of Class
 
Number of Shares
Beneficially
Owned(1)
  
Percent of
Class
 
         
  Robert Cambridge
  Former President/CEO/Director
  6709 La Tijera Blvd., #370
  Los Angeles, CA  90045
 
 
 
 
Common
      0       * 
  Susan L. Coyne, Sole Member
  Jo Cee, LLC
  3547 53rd Avenue W., #131
  Bradenton, FL  34210
 
 
 
 
Common
       8,900,898   53.70% 
  Jeffrey D. Howes
  President/CEO/Secretary/Treasurer/Sole Director
  10611 N/. Hayden Rd., Suite D106
  Scottsdale, AZ  85260
 
 
 
 
Common
      0       * 
  Sky Kelley
  44 Musano Ct
  West Orange  NJ  07052
 
 
 
Common
    3,423,422   20.65% 
  All directors and executive officers as a group
  (1 person):
 
 
Common
  0   * 
(1)
otherwise indicated. Beneficial ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock and non-qualified Company Options, Company Warrants, and convertible securities that are currently exercisable or convertible into shares of the Company’s Common Stock within sixty (60) days of the date of this document, are deemed to be outstanding and to be beneficially owned by the person holding the Company Options, Company Warrants, or convertible securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address for all beneficial owners is 951 Broken Sound Pkwy NW, #320, Boca Raton, FL 33487.

Name and Address of Beneficial Owner Title of Class 
Number of Shares Beneficially Owned(1)
  Percent of Class 
         
Robert G. Finizio
Chairman and Chief Executive Officer		  Common Stock  23,813,493(2)  27.61%
John C.K. Milligan, IV
President, Secretary and Director		  Common Stock  8,660,642(3)  9.97%
Daniel A. Cartwright
Chief Financial Officer, Vice Pres. Finance, Treasurer		  Common Stock  163,632(4)  0.19%
Mitchell L. Krassan
Executive Vice President, Chief Strategy Officer		  Common Stock  677,128(5)  0.79%
Brian Bernick, M.D.
Director		  Common Stock  10,654,049(6)  12.37%
Samuel A. Greco
Director		  Common Stock  400,000(7)  0.47%
Cooper C. Collins
Director		  Common Stock  2,631,579(8)  3.11%
Robert V. LaPenta, Jr.
Director		  Common Stock  5,000(9)  0.01%
Nicholas Segal
Director		  Common Stock  3,948,719(10)  4.66%
           
All directors and executive officers as a group (9 persons)  Common Stock  50,95,242(11)  55.94%
           
Steven G. Johnson, Shareholder
804 Tree Haven Ct., Highland Village, TX 75077		  Common Stock  8,318,283(12)  9.38%
Robert J. Smith, Shareholder
13650 Fiddlesticks Blvd., #202-324; Ft. Myers, FL 33912		  Common Stock  8,304,334(13)  9.36%
Wellington Management Company, LLP
280 Congress St., Boston, MA 02210		  Common Stock  5,000,000(14)  5.90%
(1)Unless otherwise noted, we believe that all shares are beneficially owned and that all persons named in the table have sole voting and investment power with respect to securities.all shares of Common Stock owned by them. Applicable percentage of ownership is based on 84,608,826 shares of Common Stock currently outstanding as adjusted for each shareholder.
55
(2)This amount includes (i) 22,161,586 shares directly owned by Finizio, (ii) 1,472,910 shares due to Finizio upon exercise of vested shares under Options and (iii) 178,997 shares due to Finizio upon exercise of vested shares under a Warrant. The indication herein thatpercentage of class for Finizio is based on 86,260,733 shares which would be outstanding if all of Finizio’s vested shares under the Options and Warrant were exercised.
(3)This amount includes (i) 6,368,018 shares directly owned by Milligan, (ii) 2,052,255 shares due to Milligan upon exercise of vested shares under Options, and (iii) 240,369 shares due to Milligan upon exercise of vested shares under Warrants. The percentage of class for Milligan is based on 86,901,450 shares which would be outstanding if all of Milligan’s vested shares under the Options and Warrants were exercised.
(4)This amount includes 163,632 shares due to Cartwright upon exercise of vested shares under a Warrant. The percentage of class for Cartwright is based on 84,772,458 shares which would be outstanding if all vested shares under the Warrant were exercised.
(5)This amount includes 677,128 shares due to Krassan upon exercise of vested shares under Options. The percentage of class for Krassan is based on 85,285,954 shares which would be outstanding if all of Krassan’s vested shares under the Options were exercised.
(6)This amount includes (i) 9,119,767 shares beneficially owned by BF Investment Enterprises, Ltd., a company controlled by Mr. Bernick (“BF Investment”), (ii) 1,472,910 shares due to BF Investment upon exercise of vested shares under Options and (iii) 61,372 shares due to BF Investment upon exercise of vested shares under a Warrant. The percentage of class for Bernick is based on 86,143,108 shares which would be outstanding if all of BF Investment’s vested shares under the Options and Warrant were exercised.
(7)This amount includes 400,000 shares directly owned by Greco, which shares are currently pledged as security for a promissory note.
(8)These shares are beneficially owned by Pernix Therapeutics Holdings, Inc., of which Collins is not an admission onCEO, director and largest shareholder. Collins exercises voting control in part with the partremaining directors of Pernix and disclaims beneficial ownership of the listed stockholder that said listed stockholdershares.
(9)These shares are directly owned by LaPenta.
(10)This amount includes (i) 245,485 shares directly owned by Segal, (ii) 3,549,805 shares beneficially owned by Fourth Generation Equity Partners (“Fourth Generation”), (iii) 92,057 shares due to Segal upon exercise of vested shares under an Option, and (iv) 61,372 shares due to Fourth Generation upon exercise of vested shares under an Option. Segal owns 11.5812% of Fourth Generation equal to 411,110 shares and 5,299 vested shares under the Fourth Generation Option. Segal disclaims beneficial ownership to the remaining shares and remaining vested shares under the Option owned by Fourth Generation. The percentage of class for Segal is based on 84,762,255 shares which would be outstanding if all of Segal’s and Fourth Generation’s vested shares under Options were exercised.
(11)This amount includes all shares directly and indirectly owned by all officers and directors and all shares to be issued directly and indirectly upon exercise of vested shares under Options and Warrants, The percentage of class for all officers and directors is based on 91,081,828 shares which would be outstanding if all of the officers’ and directors’ vested shares under Options and Warrants were exercised.
(12)This amount includes (i) 4,245,540 shares beneficially owned through S.J. Capital, LLC, an entity solely owned by Johnson and (ii) 4,072,743 shares due to Johnson upon the exercise of vested Warrants. The percentage of class for Johnson is based on 88,681,569 shares which would be outstanding if all of Johnson’s shares under the vested Warrants were exercised.
(13)This amount includes (i) 4,231,591 shares beneficially owned through Energy Capital, LLC, an entity solely owned by Smith and (ii) 4,072,743 shares due to Smith upon the exercise of vested Warrants. The percentage of class for Smith is based on 88,681,569 shares which would be outstanding if all of Smith’s shares under the vested Warrants were exercised.
(14)The shares are beneficially owned by Wellington Management, in its capacity as investment adviser, for its clients. Those clients have the right to receive, or will be athe power to direct the receipt of, dividends from, or indirect beneficial ownerthe proceeds from the sale of thosesuch shares. No such client is known to have such right or power with respect to more than five percent.
*
Less than one percent.

Under Rule 144 promulgated under the Securities Act, our officers, directors and beneficial shareholders may sell up to one percent (1%) of the total outstanding shares (or an amount of shares equal to the average weekly reported volume of trading during the four calendar weeks preceding the sale) every three months provided that (1)(i) current public information is available about the Company, (2)(ii) the shares have been fully paid for at least one year, (3)(iii) the shares are sold in a broker’s transaction or through a market-maker, and (4)(iv) the seller files a Form 144 with the SEC. Ms. Kelley is eligible to sell her shares pursuant to the selling restrictions of Rule 144.

 
2656
 

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires directors and certain officers of the Company, as well as persons who own more than 10% of a registered class of the Company’s equity securities (“Reporting Persons”), to file reports with the Commission. The Company believes that during fiscal 2011, all Reporting Persons timely complied with all filing requirements applicable to them.

ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE.

None.Except for the transactions described below, none of our directors, officers or principal shareholders, nor any associate or affiliate of the foregoing, have any interest, direct or indirect, in any transaction or in any proposed transaction, which materially affected us during the year ended December 31, 2011.

Loan Guaranty

On March 7, 2011, VitaMed entered into a Business Loan Agreement and Promissory Note for a $300,000 bank line of credit (the “Bank LOC”) for which the bank required a personal guarantee and cash collateral. Personal guarantees and cash collateral limited to $100,000 each were provided by Robert Finizio and John Milligan, officers of VitaMed, and by Reich Family Limited Partnership, an entity controlled by Mitchell Krassan, also an officer of VitaMed. The Bank LOC accrued interest at the rate of 3.020% per annum based on a year of 360 days and was due on March 1, 2012. The bank and VitaMed negotiated a one-year extension to the Bank LOC which was executed on March 19, 2012 (the “Bank LOC Extension”). The Bank LOC Extension accrued interest at the rate of 2.35% and is due on March 1, 2013. In consideration for the personal guarantees and cash collateral, VitaMed issued VitaMed Warrants for an aggregate of 499,998 Units (or Company Warrants for an aggregate of 613,713 shares pursuant to the Conversion Ratio). The ten-year Warrants vest at the rate of an aggregate of 76,714 shares per calendar quarter end and have an exercise price of $0.2444 per share. In the event that the bank loan is repaid prior to being fully vested, the Company Warrants will be reissued only for the number of shares vested through the date of repayment. At March 31, 2012, an aggregate of 306,867 shares will be vested thereunder.

Loans from Affiliates

The VitaMed Promissory Notes for an aggregate of $500,000 included an aggregate of $200,000 being issued to certain officers and directors of the Company. John Milligan, President and Director, and Dr. Brian Bernick, Director, were issued VitaMed Promissory Notes for $50,000 each. Reich Family LP, an entity controlled by Mitchell Krassan, Executive Vice President, and Fourth Generation Equity Partners, LLC (“Fourth Generation”), an entity controlled by Nick Segal, a director of VitaMed at the time of the issuance, were issued VitaMed Promissory Notes for $50,000 each. The VitaMed Promissory Notes bear interest at the rate of four percent (4%) per annum. On October 6, 2011, (i) principal and interest of approximately $50,696 under the Note to Reich Family LP was repaid, (ii) principal and interest of approximately $50,696 under the Note to Fourth Generation was converted into 133,411 shares of the Company’s Common Stock at $0.38 per share, and (iii) the due date for the VitaMed Promissory Notes to Mr. Milligan and Dr. Bernick was extended to March 1, 2012. By mutual agreement of the parties, the VitaMed Promissory Notes to Mr. Milligan and Dr. Bernick were further extended to April 14, 2012.

In December 2011, the Company sold 4% Promissory Notes for an aggregate of $100,000 to Robert Finizio, Chief Executive Officer and Director, and Mr. Milligan. The original due dates of March 1, 2012 were subsequently extended to April 14, 2012 by mutual agreement of the parties.

57
 

Lock Up Agreements

As required by of the Merger Agreement, a Lock Up Agreement was entered into between the Company and security holders covering the aggregate of 70,000,000 shares of the Company’s Common Stock issued pursuant to the Merger or reserved for issuance pursuant to Company Options and Company Warrants. Each security holder agreed that from the date of the Agreement until eighteen (18) months thereafter (the “Lock-Up Period”), they would not make or cause any sale of the Company’s securities. After the completion of the Lock-Up Period, the security holder agreed not to sell or dispose of more than 2.5 percent (2.5%) of the aggregate Common Stock or shares reserved for issuance for Company Options and Company Warrants per quarter over the following twelve (12) month period (the “Dribble Out Period”). Upon the completion of the Dribble Out Period, the Lock Up Agreements shall terminate.

Agreements with Pernix Therapeutics, LLC

As previously mentioned, the Company closed a Stock Purchase Agreement with Pernix on October 4, 2011 which included a Lock Up Agreement. The President and largest shareholder of Pernix, Cooper C. Collins, was elected to serve on the Company’s Board of Directors on February 29, 2012. From time to time, the Company has and will continue to enter into agreements with Pernix in the normal course of business, which agreements are negotiated in arms-length transactions.

Non-qualified Stock Options and Warrants

As previously mentioned herein at Recent Sales of Unregistered Securities, from October 4, 2011 through the filing of this Report, the Company has issued Company Options and Company Warrants to its executive officers, directors, and non-executive employees.

ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees. The aggregate amount expected to beIn 2011, Rosenberg Rich Baker Berman & Company (“RRBB”) billed the Company $24,410 for professional services rendered for the annual audit for the year ended December 31, 2010, the quarterly review of the Company’s financial statements for professional2011, and other services renderedthat are normally provided by Rosenberg Rich Baker Berman & Company is $15,000.an accountant in connection with statutory and regulatory filings or engagements for the fiscal year. In 2010, KBL, LLP (“KBL”) billed the Company $25,500 for professional services rendered for the annual audit fee for the year ended December 31, 2009, and for the quarterly review of the Company’s financial statements for 2010, and other services that are normally provided by an accountant in connection with statutory and regulatory filings or engagements for the fiscal year.

Tax Fees. The aggregate amount expected to beIn 2011, RRBB billed the Company $3,500 for the preparation of tax returns for the fiscal years ended December 31, 2010. In 2010, by Rosenberg Rich Baker Berman & Company is $2,500.  KBL LLP billed the Company $1,500$2,500 for the preparation of tax returns for the 2009 tax return.fiscal years ended December 31, 2009.

All Other Fees. We incurred no other fees for the 2010years ended December 31, 2011 and 2009 fiscal years.2010.
(Remainder of page intentionally left blank.)
 
 
2758
 
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exh. Date Description
2.1October 25, 2007
Croff Enterprises, Inc. Plan of Corporate Division and Reorganization(4)
2.2 July 6, 2009 
Agreement and Plan of Reorganization among Croff Enterprises, Inc., AMHN Acquisition Corp., America’s Minority Health Network, Inc., and the Major Shareholders. (1)
2.2June 11, 2010
Agreement and Plan of Reorganization (for the acquisition of Spectrum Health Network, Inc.) (2)
2.3 June 1, 2010October 25, 2007 
Croff Enterprises, Inc. Plan of Corporate Division and Reorganization(3)
2.4July 18, 2011
Agreement and Plan of ReorganizationMerger by and among AMHN, Inc., SpectrumVitaMedMD, LLC and VitaMed Acquisition, Corp., Spectrum Health Network, Inc., and the Sole Shareholder of Spectrum.LLC (8)(9)
3.1 December 7, 2007September 14, 2009 
Articles of Amendment to Articles of Croff Enterprises,Incorporation (to change name to AMHN, Inc. (in Utah - to increase authorized common shares from 20,000,000 to 50,000,000))(4)
3.2 July 27, 2009 
Certificate of Merger of AMHN Acquisition Corp. with and into America’s Minority Health Network, Inc.(5)
3.3 September 14, 2009December 7, 2007 
Articles of Amendment of Croff Enterprises, Inc. (to increase authorized common shares from 20,000,000 to Articles of Incorporation (in Utah - to change name to AMHN, Inc.)50,000,000)(3)
3.4 July 20, 2010 
Articles of Conversion (infiled in the State of Nevada – to redomicile) (11 )(6)
3.5 July 20, 2010 
Articles of Incorporation filed in the State of Nevada(6)
3.6August 3, 2010Certificate of Amendment and Restatement to the Articles of Incorporation of AMHN, Inc. (in Nevada) (11 )(to change name and increase authorized shares)
3.63.7 n/a 
Bylaws for the State of AMHN, Inc., a Nevada corporation(7)
4.1July 27, 2009
Registration Rights Agreement with Terrance Lane, LLC(2)
10.0September 11, 2009
Agreement with Global Arena Capital Corp.(3)
10.1 April 1,November 9, 2010 
Promissory Note Purchase Agreement by and between the Company and Seatac Digital Resources, Inc.to Philip M. Cohen for a loan for $800,00$210,000(3)(8)
10.2 April 1, 201018, 2011 
4% SecuredConvertible Promissory Note from the Company to Seatac Digital Resources, Inc.First Conquest Investment Group, L.L.C. for $800,000$105,000(6)(8)
10.3 April 1, 201018, 2011 
Convertible Promissory Note to Energy Capital, LLC for $105,000Stock Pledge and Escrow Agreement by and between the Company and Seatac Digital Resources, Inc. (6)(8)
10.4 April 1, 2010May 7, 2011 
SecuritySales Representation Agreement by and between the Company and Seatac Digital Resources, Inc.with Mann Equity, LLC (6)(8)
10.5 April 1, 2010July 9, 2011 
Lease AgreementGuarantor Security Agreement by and between America’s Minority Health Network, Inc. and Seatac Digital Resources, Inc. (6)(10)
10.6 April 1, 2010September 8, 2011 
GuarantyStock Purchase Agreement bybetween the Company and between American’s Minority Health Network, Inc. and Seatac Digital Resources, Inc.Pernix Therapeutics, LLC (6)(10)
10.7 September 8, 2011 
Lock-Up Agreement between the Company and Pernix Therapeutics, LLCAMHN, Inc. 2009 Long Term Incentive Compensation Plan(7)(10)
10.8 June 18, 2010n/a 
Common Stock Purchase Warrant, form ofNotice of Non-Renewal of April 2010 Note from Seatac Digital Resources, Inc. (9)(10)
10.9 July 1, 2010n/a 
Non-Qualified Stock Option, form ofNotice of Default from Seatac Digital Resources, Inc.(10)
10.10 July 23, 2010September 2011 
Convertible Promissory Note, form ofSeatac’s Proposal to Accept Collateral(11)(12)
10.11 July 30, 2010September 20, 2011 
Lang Financing AgreementAgreement, Acknowledgment and Consent between the Company and Seatac(11)(15)
10.12 July 30, 2010October 18, 2011 
Joint Direction to Release Pledged Interests from EscrowDebt Conversion Agreement with Energy Capital, LLC(11)
10.13 July 30, 2010October 18, 2011 
Trademark Assignment andDebt Conversion Agreement with First Conquest Investment Group, LLC(11)
10.14 July 30, 2010October 21, 2011 
Consulting Agreement with Lang Naturals, Inc.Resignation of Larry Newman(11)
10.15 August 2, 2010October 21, 2011 
Warrant to Lang Naturals, Inc.Resignation of Andrew Golden(11)
10.16 August 2, 2010October 21, 2011 
Lock-Up Agreement with Lang Naturals, Inc.Resignation of Charles Richardson(11)
10.17 August 2, 2010November 3, 2011 
Software License Agreement with Pernix Therapeutics, LLCResignation of Kimberly Sarubbi(11)(18)
10.18 December 16, 2010November 18, 2011 
Promissory Note, Purchase Agreementform of(12)
10.19 December 16, 2010February 24, 2012 
Secured Promissory Note to Seatac Digital ResourcesPurchase Agreement between the Company and Johnson and Plato(12)(16)
10.20 December 16, 2010February 24, 2012 
Stock Pledge and Escrow Agreement by andSecured Promissory Note between the Company and Seatac Digital Resources, Inc.Johnson and Plato, form of (12)(16)
10.21 December 16, 2010February 24, 2012 
Security Agreement by and between the Company and Seatac Digital Resources, Inc.Johnson and Plato (12)(16)
10.22 December 16, 2010February 24, 2012 
Guarantor Security Agreement byCommon Stock Purchase Warrant to Johnson and between Spectrum Health Network, Inc. and Seatac Digital Resources, Inc.Plato, form of (12)(16)
10.23 December 16, 2010February 29, 2012 
Audit Committee CharterGuaranty Agreement by and between Spectrum Health Network, Inc. and Seatac Digital Resources, Inc. (12)(17)
10.24 December 16, 2010February 29, 2102 
Compensation Committee CharterAssignment of IP Security Interest(12)(17)
10.25 February 15, 201129, 2012 
Corporate Governance Committee CharterConsulting Agreement with Back Office Consultants, Inc. (13)(17)
10.2614.00 February 15, 2011n/a 
Agreement, Acknowledgment and Consent between the Company and Seatac(13)
10.27February 15, 2011
Joint Direction to Release Pledged Interests from Escrow(13)
10.28February 15, 2011
Trademark Assignment and Agreement(13)
28
10.29February 15, 2011
Exclusive Licensing, Distribution and Advertising Sales Agreement(13)
10.30February 15, 2011
Resignation of Robert Cambridge(13)
14.1December 31, 2009
Code of Business Conduct and Ethics, form of(5)
14.214.01n/a
Code of Business Ethics for Financial Executives, form of(5)
14.02n/a
Insider Trading Policy, form of(5)
16.1 December 31, 200914, 2011 
Letter to the SEC from Parks & Company, LLCCode of Ethics for Financial Executives(5)(13)
14.316.2 December 31, 2009February 1, 2012 
Letter addressed to the SEC from Parks & Company, LLCInsider Trading Policy(5)(14)
21.121.00 April 15, 2011March 27, 2012 ListSubsidiaries of Subsidiaries*the Registrant*
31.1 April 15, 2011March 27, 2012 Certification of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14a and Rule 14d-14(a).*
31.2 April 15, 2011March 27, 2012 Certification of Chief Financial Officer of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a).14d-14(a)*
59
32.1 April 15, 2011March 27, 2012 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.*1350*
32.2 April 15, 2011March 27, 2012 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.*1350*
101.INSn/aXBRL Instance Document*
101.SCHn/aXBRL Taxonomy Extension Schema Document*
101.CALn/aXBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFn/aXBRL Taxonomy Extension Definition Linkbase Document*
101.LABn/aXBRL Taxonomy Extension Label Linkbase Document*
101.PREn/aXBRL Taxonomy Extension Presentation Linkbase Document*
(1)Filed as an exhibit to Form 8-K filed with the Commission on July 10, 2009 and incorporated herein by reference.
(2)Filed as an exhibit to Current Report on Form 8-K filed with the Commission on July 29, 2009June 14, 2010 and incorporated herein by reference.
(3)Filed as an exhibit to Form 10-Q for quarter ending September 30, 2009 filed with the Commission on November 16, 2009 and incorporated herein by reference.
(4)
Filed as an exhibit to Form 10-K for the year ended December 31, 2007 filed with the Commission on May 8, 2008 and incorporated herein by reference.
(4)
Filed as an exhibit to Form 10-Q for quarter ending September 30, 2009 filed with the Commission on November 16, 2009 and incorporated herein by reference.
(5)Filed as an exhibit to Form 10-K filed with the Commission on March 17, 2010 and incorporated herein by reference.
(6)
Filed as an exhibit to Current Report on Form 8-K filed with the Commission on April 7, 2010 and incorporated herein by reference.
(7)
Filed as an exhibit to Definitive 14C Information Statement filed with the Commission on June 29, 2010 and incorporated herein by reference.
(8)
Filed as an exhibit to Current Report on Form 8-K filed with the Commission on June 14, 2010 and incorporated herein by reference.
(9)
Filed as an exhibit to Current Report on Form 8-K filed with the Commission on June 25, 2010 and incorporated herein by reference.
(10)
Filed as an exhibit to Current Report on Form 8-K filed with the Commission on July 2, 2010 and incorporated herein by reference.
(11)
Filed as an exhibit to Form 10-Q for quarter ending June 30, 2010 filed with the Commission on August 3, 2010 and incorporated herein by reference.
(12)
 (7)		Filed as an exhibit to Current ReportDefinitive 14C Information Statement filed with the Commission on June 29, 2010 and incorporated herein by reference.
(8)Filed as an exhibit to Form 10-Q for quarter ending March 30, 2011 filed with the Commission on May 19, 2011 and incorporated herein by reference.
(9)Filed as an exhibit to Form 8-K filed with the Commission on December 22, 2010July 21, 2011 and incorporated herein by reference.
(13)
(10)
Filed as an exhibit to Current Report on Form 8-K filed with the Commission on FebruaryOctober 11, 2011 and incorporated herein by reference.
(11)Filed as an exhibit to Form 8-K filed with the Commission on October 24, 2011 and incorporated herein by reference.
(12)Filed as an exhibit to Form 8-K filed with the Commission on November 18, 2011 and incorporated herein by reference.
(13)Filed as an exhibit to Form 8-K filed with the Commission on January 25, 2012 and incorporated herein by reference.
(14)Filed as an exhibit to Form 8-K filed with the Commission on February 1, 2012 and incorporated herein by reference.
(15)Filed as an exhibit to Form 8-K/A filed with the Commission on February 2, 2012 and incorporated herein by reference.
(16)Filed as an exhibit to Form 8-K filed with the Commission on February 24, 2012 and incorporated herein by reference.
(17)Filed as an exhibit to Form 8-K filed with the Commission on February 29, 2012 and incorporated herein by reference.
(18)Filed as an exhibit to Form 10-Q for quarter ending September 30, 2011 filed with the Commission on November 7, 2011 and incorporated herein by reference.
*Filed herewith.

 
2960
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DATE:    April 15, 2011
 
DATE: March 27, 2012
AMHN,
THERAPEUTICSMD, INC. 
    
 By:/s/ Jeffrey D. HowesRobert G. Finizio
Robert G. Finizio
Chief Executive Officer 
   Jeffrey D. Howes
By:/s/ Daniel A. Cartwright 
    Chief Executive Officer andDaniel A. Cartwright 
  Chief Financial Officer 

 
3061
 
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert G. Finizio and Daniel A. Cartwright and each of them, his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements or other documents relating to this Annual Report on Form 10-K he deems necessary or appropriate, and do file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that such attorney-in-fact or their substitute may do or cause to be done by virtue hereof.

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

SignatureTitleDate
/s/ John C.K. Milligan, IVPresident, Secretary, DirectorMarch 27, 2012
John C.K. Milligan, IV
/s/ Brian BernickDirectorMarch 27, 2012
Brian Bernick
/s/ Samuel A. GrecoDirectorMarch 27, 2012
Samuel A. Greco
/s/ Cooper C. CollinsDirectorMarch 27. 2012
Cooper C. Collins
/s/ Robert V. LaPenta, Jr.DirectorMarch 27, 2012
Robert V. LaPenta, Jr.
/s/ Nicholas SegalDirectorMarch 27, 2012
Nicholas Segal

62
INDEX TO FINANCIAL STATEMENTS


 
 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of AMHN, Inc.


We have audited the accompanying balance sheet of AMHN, Inc. as of December 31, 2010, and the related statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2010.  AMHN, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.  The financial statements of AMHN, Inc. as of December 31, 2009 were audited by other auditors whose report dated March 17, 2010, on those statements included an explanatory paragraph that described substantial doubt about the Company’s ability to continue as a going concern as discussed in Note 1 to the financial statements.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AMHN, Inc. as of December 31, 2010, and the results of its operations and its cash flows for the year ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note C to the financial statements, the Company has sustained operating losses and needs to obtain additional financing or restructure its current obligations. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note C.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Rosenberg Rich Baker Berman & Company

Somerset, New Jersey
April 15, 2011
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 
To the Board of Directors and Stockholders
AMHN,Stockholders of TherapeuticsMD, Inc.

We have audited the accompanying consolidated balance sheet of AMHN,TherapeuticsMD, Inc. (the “Company”) as of December 31, 20092011, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the period April 2, 2009 (Inception) through December 31, 2009. These consolidatedyear then ended. TherapeuticsMD, Inc’s management is responsible for these financial statements are the responsibility of the Company’s management.statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Companycompany is not required to have, nor were we engaged to perform, an audit of the Company’sits internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’scompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includesstatements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit providesprovide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AMHN,TherapeuticsMD, Inc. as of December 31, 2009,2011, and the results of its consolidated statements of operations changes in stockholders’ equity (deficit), and its cash flows for the period April 2, 2009 (Inception) through December 31, 2009year then ended in conformity with U.S.accounting principles generally accepted accounting principles.in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1C to the consolidated financial statements, the Company has sustained operating lossessuffered a loss from operations of approximately $5.4 million and needs to obtain additional financing or restructure its current obligations. These conditions raisehad negative cash flow from operations of approximately $5.0 million.   This raises substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 1.C.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ KBL, LLP
New York, NY
March 17, 2010
/s/ Rosenberg Rich Baker Berman & Company
Somerset, NJ
March 27, 2012
 
F-1
 
F-2
 
 

Parks & Company, LLC

Certified Public Accountants & Consultants

1761 W. Hillsboro Boulevard, Suite 326

Deerfield Beach, FL 33442 Phone (954) 719-7569

www.parkscpas.com Fax (954) 719-3704

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Members’of VitamedMD, LLC

We have audited the accompanying balance sheet of VitamedMD, LLC as of December 31, 2010, and the related statements of operations, changes in members’ equity and cash flows for the year ended December 31, 2010. VitamedMD, LLC’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of VitamedMD, LLC as of December 31, 2010, and the results of its operations and its cash flows for the year ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note C to the financial statements, the Company has not yet established profitable operations and has incurred significant losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note C. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note N, the Company restated its 2010 financial statements to correct errors related to the valuation of compensation and consultant expense using the Black-Scholes option-pricing model.

Parks & Company, LLC

Deerfield Beach, Florida

February 28, 2012


F-2
AMHN,
THERAPEUTICSMD, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

  December 31, 
  2011  2010 
ASSETS     (Restated) 
Current Assets:      
Cash $126,421  $422,939 
Accounts receivable, net of allowance for doubtful accounts of $1,500 and $0, respectively  26,720   11,812 
Inventory  588,073   618,069 
Other current assets  496,060   6,292 
Total current assets  1,237,274   1,059,112 
Fixed Assets:        
Property and equipment, net of accumulated depreciation of $81,500 and $26,655, respectively  70,113   96,192 
Other Assets:        
Security deposit  31,949   31,949 
Patent costs  18,870   10,000 
Other assets  80,515   - 
   131,334   41,949 
Total assets $1,438,721  $1,197,253 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
Current Liabilities:        
Notes payable $2,150,000  $- 
Accounts payable  306,511   117,636 
Notes payable, related parties  200,000   - 
Accrued interest  28,321   - 
Other current liabilities  465,747   115,206 
Total current liabilities  3,150,579   232,842 
         
Commitments and Contingencies        
         
Stockholders’ Equity:        
Preferred stock - par value $0.001; 10,000,000 shares authorized; no shares issued and outstanding  -   - 
Common stock - par value $0.001; 250,000,000 shares authorized; 82,978,804 and 55,487,321 issued and outstanding, respectively  82,979   55,487 
Additional paid in capital  15,198,241   4,988,637 
Accumulated deficit  (16,993,078)  (4,079,713)
Total stockholders' equity (deficit)  (1,711,858)  964,411 
Total liabilities and stockholders' equity $1,438,721  $1,197,253 
DECEMBER 31, 2010 AND 2009
The accompanying footnotes are an integral part of these consolidated financial statements.
F-3

  2010  2009 
ASSETS      
       
Current Assets:      
Cash $1,497  $165 
Accounts receivable  5,588   — 
Prepaid expense  —   3,000 
Assets of discontinued operations-current  —   66,707 
         
     Total current assets  7,085   69,872 
         
Fixed Assets:        
Fixed assets, net of accumulated depreciation of $109,134 and $0
at December 31, 2010 and 2009, respectively
  171,889   — 
         
Assets of discontinued operations-non-current  —   779,893 
         
Other Assets:        
Segment library, net of accumulated amortization of $13,495 and
$0 at December 31, 2010 and 2009, respectively
  —   — 
Goodwill  288,443   — 
         
     Total other assets  288,443   — 
       . 
     Total assets $467,417  $849,765 
         
 LIABILITIES AND STOCKHOLDERS’ DEFICIT
        
         
Current Liabilities:        
Accounts payable $580,079  $90,186 
Secured promissory note  543,531   175,138 
Demand promissory note  210,000   — 
Dividends payable  41,359   42,078 
Liabilities of discontinued operations-current  —   853,415 
         
     Total current liabilities  1,374,969   1,160,817 
         
     Total liabilities  1,374,969   1,160,817 
         
Commitments and Contingencies        
         
Stockholders’ Deficit:
        
         
Preferred stock - par value $0.001; 10,000,000 shares authorized;
no shares issued and outstanding
  —   — 
Common stock - par value $0.001; 50,000,000 shares authorized;
16,575,209 and 15,790,209 shares issued and outstanding at
        
December 31, 2010 and 2009, respectively  16,575   15,790 
Additional paid in capital  1,661,321   1,563,231 
Accumulated deficit  (2,585,448)  (1,890,073)
         
Total stockholders’ deficit
  (907,552)  (311,052)
         
Total liabilities and stockholders’ deficit
 $467,417  $849,765 
THERAPEUTICSMD, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
  Year Ended December 31, 
  2011  2010 
      (Restated) 
Revenues, net $2,088,177  $1,241,921 
         
Cost of goods sold  947,112   556,390 
         
Gross profit  1,141,065   685,531 
         
Operating expenses:        
Sales, general, and administration  6,406,197   3,464,810 
Research and development  107,241   65,402 
Depreciation and amortization  54,845   22,783 
         
Total operating expense  6,568,283   3,552,995 
         
Operating loss  (5,427,218)  (2,867,464)
         
Other income and (expense)        
Settlement of debt  (7,390,000)  - 
Interest expense  (64,380)  - 
Loan guaranty costs  (38,159)  - 
Other income  6,392   - 
         
Total other income (expense)  (7,486,147)  - 
         
Loss before taxes  (12,913,365)  (2,867,464)
         
Provision for income taxes  -   - 
         
Net loss $(12,913,365) $(2,867,464)
         
Loss per share, basic and diluted:        
         
Net loss per share, basic and diluted $(0.21) $(0.07)
         
Weighted average number of common shares outstanding  62,516,461   38,289,463 
The accompanying footnotes are an integral part of these consolidated financial statements.
F-4

THERAPEUTICSMD, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

        Additional       
  Common Stock  Paid in  Accumulated    
  Shares  Amount  Capital  Deficit  Total 
                
Balance, December 31, 2009  39,516,450  $39,516  $1,656,364  $(1,212,249) $483,631 
                     
Shares issued in private placement  15,970,871   15,971   3,154,672   -   3,170,643 
Options issued as compensation  -   -   177,601   -   177,601 
Net loss  -   -   -   (2,867,464)  (2,867,464)
                     
Balance, December 31, 2010 (Restated)  55,487,321   55,487   4,988,637   (4,079,713)  964,411 
                     
Effect of merger and recapitalization pursuant to execution of Security Exchange Agreement
  165,879   166   (255,919)  -   (255,753)
Shares issued in private placement  5,551,589   5,552   1,701,448   -   1,707,000 
Shares issued in exchange for debt  21,681,958   21,682   8,217,455   -   8,239,137 
Shares issued in exercise of warrants  92,057   92   17,158   -   17,250 
Options issued as compensation  -   -   183,355   -   183,355 
Warrants issued for services  -   -   190,280   -   190,280 
Warrants issued for loan guaranty costs-related parties  -   -   93,969   -   93,969 
Warrants issued for financing costs  -   -   45,362   -   45,362 
Warrants issued as financing costs-related parties          9,338   -   9,338 
Warrants issued as compensation-related party  -   -   7,158   -   7,158 
Net loss  -   -   -   (12,913,365)  (12,913,365)
                     
Balance, December 31, 2011  82,978,804  $82,979  $15,198,241  $(16,993,078) $(1,711,858)
 
The accompanying footnotes are an integral part of these consolidated financial statements.

 
F-3F-5
 

AMHN,THERAPEUTICSMD, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONSCASH FLOWS

FOR THE YEAR ENDED DECEMBER 31,2010 AND
THE PERIOD FROM APRIL 2, 2009 THROUGH DECEMBER 31, 2009
  Year Ended December, 31, 
  2011  2010 
      (Restated) 
CASH FLOWS FROM OPERATING ACTIVITES      
Net loss $(12,913,365) $(2,867,463)
Adjustments to reconcile net loss to net cash flows used in operating activities:        
Effect of merger and recapitalization pursuant to execution of Security Exchange Agreement  (255,753)  - 
Depreciation  54,845   22,783 
Allowance for doubtful accounts  1,500   - 
Amortization of debt discount  28,719   - 
Stock based debt settlement  7,600,000    - 
Stock based compensation  190,513   177,601 
Warrants issued for services  22,630   - 
Non-cash financing costs  25,980   - 
Loan guaranty costs  38,159   - 
Changes in operating assets and liabilities:        
Accounts receivable  (16,409)  (6,008)
Inventory  29,996   (454,683)
Other current assets  (346,822)  152,916 
Accounts payable  188,876   95,034 
Accrued interest  33,994   - 
Accrued expenses and other current liabilities  350,541   36,033 
         
Net cash flows used in operating activities  (4,966,596)  (2,843,787)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Purchase of property and equipment  (28,766)  (27,348)
Patent costs, net of abandoned costs  (8,870)  - 
         
Net cash flows used in investing activities  (37,636)  (27,348)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from notes and loans payable  2,484,160   - 
Proceeds from sale of common stock  1,000,000   - 
Proceeds from sale of membeship units, net of expenses  707,000   3,170,645 
Proceeds bank line of credit  300,000   - 
Proceeds from notes and loans payable-related parties  300,000   - 
Proceeds from exercise of options  17,250   - 
Repayment of notes payable-related party  (100,696)  - 
         
Net cash flows provided by financing activities  4,707,714   3,170,645 
         
Increase (decrease) in cash  (296,518)  299,510 
Cash, beginning of period  422,939   123,429 
Cash, end of period $126,421  $422,939 
         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:        
Cash paid for interest $696  $- 
         
Cash paid for income taxes $-  $- 
         
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:        
Warrants issued for financing $148,668  $- 
         
Warrants issued for services $190,280  $- 
         
Conversion of notes payable and accrued interest into common stock $849,137  $- 
     For the Period 
     April 2, 2009 
  Year Ended  through 
  December 31,  December 31, 
  2010  2009 
       
Operating revenues $48,217  $— 
         
Operating expenses:        
Operating costs  71,932   — 
General and administration  376,873   628,005 
Sales and marketing  5,988   — 
Depreciation and amortization  61,383   — 
         
         
     Total operating expense  516,176   628,005 
         
Other income and (expense):        
Other income  22,138   — 
Interest expense  (64,086)  — 
         
         
     Total other income and expense  (41,948)  — 
         
Loss from continuing operations
before taxes
  (509,907)  (628,005)
         
Provision for income taxes  —   — 
         
         
Loss from continuing operations  (509,907)  (628,005)
         
         
Discontinued Operations:        
         
Gain on disposal of discontinued operations  259,693   — 
Loss from discontinued operations  (445,161)  (1,026,536)
         
         
Net loss from discontinued operations  (185,468)  (1,026,536)
         
Net loss $(695,375) $(1,654,541)
         
Net loss per share:        
From continuing operations, basic and diluted $(0.03) $(0.09)
From discontinued operations, basic and diluted  (0.01)  (0.14)
Net loss per share, basic and diluted $(0.04) $(0.23)
         
Weighted average number of shares outstanding  16,420,489   7,264,707 
 
The accompanying footnotes are an integral part of these financial statements.
F-4
AMHN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM JANUARY 1, 2009 TO DECEMBER 31, 2010
        Additional
Paid in
Capital		       
  Common Stock    Accumulated
Deficit		    
  Shares  Amount      Total 
                
                
Balance, December 31, 2008  1,017,573  $1,017  $596,298  $(578,618) $18,697 
                     
Effect of merger and recapitalization pursuant to execution of Security Exchange Agreement  14,197,636   14,198   690,008   343,086   1,047,292 
                     
Stock issued for services  575,000   575   276,925   —   277,500 
                     
Net loss  —   —   —   (1,654,541)  (1,654,541)
                     
Balance, December 31, 2009  15,790,209   15,790   1,563,231   (1,890,073)  (311,052)
                     
Stock issued to acquire Spectrum Health Network, Inc.  500,000   500   49,500   —   50,000 
Stock issued for services  285,000   285   48,590   —   48,875 
Net loss  —   —   —   (695,375)  (695,375)
                     
Balance, December 31, 2010  16,575,209  $16,575  $1,661,321  $(2,585,448) $(907,552)
The accompanying footnotes are an integral part of these financial statements.
F-5
AMHN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2010 AND
THE PERIOD FROM APRIL 2, 2009 THROUGH DECEMBER 31, 2009

     For the Period 
     April 2, 2009 
  Year Ended  through 
  December 31,  December 31, 
  2010  2009 
       
CASH FLOWS FROM OPERATING ACTIVITIES - CONTINUING OPERATIONS    
Net loss $(695,375) $(1,654,541)
     Adjustments to reconcile net loss to net cash flows from
        operating activities - continuing operations:
        
             Gain on disposal of discontinued operations  (259,693) $— 
             Depreciation  55,048   — 
             Amortization of intangible assets  6,335   — 
             Cash received in acquisition of Spectrum Health Network, Inc.  2,844   — 
             Shares issued for services  —   744,168 
             Liabilities assumed in reverse merger with Croff  —   42,079 
             Effect of recapitalization  —   (100,679)
             Changes in assets and liabilities        
                Accounts receivable  3,525   — 
                Prepaid expense and other assets  9,023   (3,000)
                Accounts payable  19,051   90,186 
                Accrued expenses and other liabilities  607,696   175,137 
         
Net cash flows used in operating activities  (251,546)  (706,650)
         
CASH FLOWS FROM INVESTING ACTIVITIES  —   — 
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from issuance of common shares  —   700,000 
Net cash flows provided by financing activities  —   700,000 
         
DISCONTINUED OPERATIONS        
Operating activities  1,088,378   247,411 
Investing activities  (285,500)  (841,296)
Financing activities  (550,000)  600,700 
         
Net cash flows provided by discontinued operations  252,878   6,815 
         
Increase in cash  1,332   165 
Cash, beginning of period  165   — 
Cash, end of period $1,497  $165 
         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:        
         
Interest paid $—  $— 
         
Income taxes paid $—  $— 
         
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES:     
         
Shares issued in exchange for debt $48,875  $277,500 
Accounts receivable $5,793  $— 
Fixed assets  231,580   — 
Intangible assets  6,748   — 
Accounts payable  (461,272)  — 
Accrued expenses  (18,448)  — 
Goodwill  288,443   — 
Common stock issued by AMHN, Inc.  (50,000)  — 
Cash from acquisition of Spectrum Health Network, Inc. $2,844  $— 
The accompanying footnotes are an integral part of theseconsolidated financial statements.
 
 
F-6
 
 
AMHN,
THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20102011 AND 20092010


NOTE A – THE COMPANY

The CompanyCorporate Overview and History of Therapeutics

TherapeuticsMD, Inc., a Nevada corporation (“Therapeutics” or the “Company”) was incorporated in Utah in 1907 under the name Croff Mining Company (“Croff”).Company. The Company changed its name to Croff Oil Company in 1952 and in 1996 changed its name to Croff Enterprises, Inc. In the twenty (20) years prior to 2008, the Company’sCroff’s operations consisted entirely of oil and natural gas production.leases. Due to a spin-off of its operations in December 2007, Croff had no business operations or revenue source and had reduced its operations to a minimal level although it continued to file reports required under the Securities Exchange ActAct. As a result of 1934.
Agreement and Planthe spin-off, Croff was a “shell company” under the rules of Reorganization
Onthe Commission. In July 6, 2009, Croff entered into an Agreement and Plan of Reorganization (the “Agreement”) with AMHN Acquisition Corp.,the Company (i) closed a newly formed Delaware corporation and wholly owned subsidiary of Croff (“Merger Sub”),transaction to acquire America’s Minority Health Network, Inc., a Delaware corporation (“America’s Minority Health Network”) and the major shareholders of the America’s Minority Health Network (the “Major Shareholders”).  The terms of the Agreement provide for (i) the transfer of 100% of the issued and outstanding shares of common stock of America’s Minority Health Network in exchange for the issuance to the shareholders of American’s Minority Health Network of an aggregate of 13,693,689 shares of common stock of Croff (the “Croff Common Stock”) at a conversion ratio where one share of America’s Minority Health Network is converted into 13,693.689 shares of Croff; (ii) the resignations of the Company’s officers and directors prior to the consummation of the Agreement  and the election and appointment of officers and directors as directed by America’s Minority Health Network; and (iii) America’s Minority Health Network to become a wholly owned subsidiary, of Croff.  A full description of the terms of the Agreement (the “Transaction”) is set forth in the Agreement as filed as an exhibit to the Report on Form 8-K filed with the SEC on July 10, 2009.
On July 27, 2009, the Closing Date of the Transaction pursuant to the terms(ii) ceased being a shell company, and conditions of the Agreement, Croff acquired 100% of the issued and outstanding shares of America’s Minority Health Network in exchange for the issuance of an aggregate of 13,693,689 shares of Croff Common Stock.  In accordance with the provisions of this triangulated merger, Merger Sub merged with and into America’s Minority Health Network as of the Effective Date of the Agreement, as that term is defined therein.  Upon consummation of the Agreement and all transactions contemplated therein, the separate existence of Merger Sub ceased, Croff became the surviving parent corporation, and America’s Minority Health Network became its wholly owned subsidiary.
The sole business of Croff became that of its operating subsidiary, America’s Minority Health Network. Croff(iii) experienced a change in control andin which the former shareholders of America’s Minority Health Network, Inc. acquired control of the Company. On September 14, 2009, the Company changed its name to AMHN, Inc. On June 11, 2010, the Company closed a transaction to acquire Spectrum Health Network, Inc. as a wholly owned subsidiary. On July 20, 2010, the Company filed Articles of Conversion and Articles of Incorporation to redomicile in the reverse merger.
State of Nevada and changed the par value of its shares of capital stock to $0.001 per share. On July 31, 2010, the Company transferred the assets of America’s Minority Health Network, Inc. to a secured noteholder in exchange for the satisfaction of debt associated therewith. On February 15, 2011, the Company transferred the assets of Spectrum Health Network, Inc. to a secured noteholder in exchange for the satisfaction of debt associated therewith and in exchange for an Exclusive Licensing, Distribution and Advertising Sales Agreement with Global Arena Capital Corp
On September 11, 2009, the Company’s Board of Directors approved an agreement with Global Arena Capital Corp. (the “Global(“Licensing Agreement”) throughunder which Global Arena Capital Corp. (“Global”) would serve as the Company’s exclusive placement agent in an attempt to raise up to five million dollars ($5,000,000) through the offer and sale by the Company could sell subscription services and advertising on the Spectrum Health Network for commissions. On August 3, 2011 (with an effective date of its securities.  Under a related private placement memorandum (“PPM”)October 3, 2011), in anticipation of closing the Merger (as defined and described below), the Company offered twenty-five (25) units forfiled Amended and Restated Articles of Incorporation to change its name to TherapeuticsMD, Inc. and to increase the purchase price of two hundred thousand dollars ($200,000) each (the “Offering”). Each unit consisted of 200,000 shares of the Company’s Common Stock andauthorized for issuance to 250,000,000. On October 4, 2011, the Company closed the Merger with vitaMedMD, LLC, a detachable, transferable Warrant to purchase 70,000 sharesDelaware limited liability company (“VitaMed”). As of December 31, 2011, Company management determined that VitaMed would become the sole focus of the Company and services performed relative to the Licensing Agreement were discontinued. Unless otherwise stated or unless the context otherwise requires, the description of our business set forth below is provided on a combined basis, taking into account our newly-acquired wholly owned subsidiary, VitaMed.

The Company maintains a website at www.therapeuticsmd.com.

Agreement and Plan of Merger with VitaMed

On July 18, 2011, Therapeutics entered into an Agreement and Plan of Merger (“Merger Agreement”) by and among VitaMed and VitaMed Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (the “Merger Sub”), pursuant to which the Company would acquire 100% of VitaMed. The proposed acquisition was to be accomplished by the merger of Merger Sub with and into VitaMed with VitaMed being the surviving limited liability company (the “Merger”) in accordance with the Limited Liability Company Act of the State of Delaware. The Merger became effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware on October 4, 2011 (the “Effective Time”). In preparation of and prior to the closing of the Merger Agreement, the Company completed the following required corporate actions with an effective date of October 3, 2011:
 
 
F-7
 

AMHN,
THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20102011 AND 20092010
NOTE A – THE COMPANY (Continued)

Company’s Common Stock.  The Warrants were exercisable in whole or in part during the five-year period following issuance at an exercise price of $1.10 per share.  The Offering period was for sixty (60) days and could be extended for an additional sixty (60) day period.  No funds were raised under the Offering and the Offering was not extended.
Upon execution of the Global Agreement, the Company agreed to pay a retainer to Global through the issuance of 76,075 Warrants exercisable for one cent ($0.01) which represented one half of one percent (0.50%) of the then issued and outstanding shares of Common Stock of the Company. Due to Global’s non-performance under the terms of the Agreement, no fees were incurred or paid to Global and the Warrants were never issued although the Warrants were accounted for in the third quarter of 2009.  In December 2010, the issue was amicably resolved between the parties by the Company agreeing not to pursue its legal remedies against Global pursuant to the Agreement in exchange for the Company not issuing the Warrant to Global.
Name Change, Redomicile, Change in Par Value, and Long Term Incentive Compensation Plan
On September 14, 2009, the Company changed its name to AMHN, Inc.
On September 25, 2009, the Company’s Board of Directors approved the redomicile of the Company from Utah to Nevada and approved the AMHN, Inc. 2009 Long Term Incentive Compensation Plan (“LTIP”).  On March 28, 2010, the Company’s Board of Directors approved a revision to the Plan to increase the number of shares available for issuance to an aggregate of 1,500,000 shares.  All other provisions of the Plan remain unchanged.  The Company subsequently approved a change in the par value of the Company’s Common and Preferred Stock to $0.001 per share.  On July 20, 2010, the Company’s shareholders owning an aggregate of 8,900,898 shares (or 55%) of the Company’s outstanding shares approved the actions.
Business Overview
Acquisition of Spectrum Health Network, Inc.
On June 1, 2010, AMHN entered into an Agreement and Plan of Reorganization (the “Spectrum Acquisition Agreement”)Merger with Spectrum Acquisition Corp., a newly formed Delaware corporation and wholly owned subsidiary of AMHN (“Merger Sub”), Spectrum Health Network, Inc., a Delaware corporation (“Spectrum”) and the sole shareholder of Spectrum (the “Sole Shareholder”).  The terms of the Spectrum Acquisition Agreement provided for (i) the transfer of 100% of the issued and outstanding shares of common stock of Spectrum to AMHN in exchange for the issuance to the Sole Shareholder of Spectrum of an aggregate of 500,000 shares of common stock of AMHN (the “AMHN Common Stock”) at a conversion ratio where one share of Spectrum is converted into 500 shares of AMHN; (ii) AMHN’s assumption of all the assets and liabilities of Spectrum; (iii) the officers and directors of Spectrum to retain their respective positions in the Merger Sub; and (iv) Spectrum to become a wholly owned subsidiary of AMHN.  VitaMed (continued)

·a reverse split of the Company’s 16,575,209 issued and outstanding shares of Common Stock on a ratio of 1 for 100 (the “Reverse Split”). As a result of the Reverse Split, each share of Common Stock outstanding on July 28, 2011 (the “Record Date”), without any action on the part of the holder thereof, became one one-hundredth of a share of Common Stock. The Reverse Split decreased the number of outstanding shares of the Company’s Common Stock by approximately 99% resulting in 165,856 shares outstanding after the Reverse Split. The effectuation of the Reverse Split did not result in a change in the relative equity position or voting power of the shareholders of the Company,
·an increase of its authorized shares of Common Stock to 250,000,000,
·a change in the name of the Company to TherapeuticsMD, Inc., and
·an amendment to the Company’s Long Term Incentive Compensation Plan (“LTIP”) to increase the authorized shares for issuance thereunder to 25,000,000.

On June 11, 2010,October 4, 2011, the Closing Date of the Transaction pursuant toMerger Agreement, the terms and conditions of the Acquisition Agreement, AMHNCompany acquired 100% of the issued and outstanding shares of SpectrumVitaMed in exchange for the issuance of an aggregate of 500,000 shares of AMHNthe Company’s Common Stock.Stock, as more fully described below (the “Merger”). In accordance with the provisions of this triangulated merger, the Merger Sub was merged with and into SpectrumVitaMed as of the Effective DateDate. Upon consummation of the AcquisitionMerger Agreement and all transactions contemplated therein, the separate existence of the Merger Sub ceased and SpectrumVitaMed became a wholly owned subsidiary of AMHN.the Company.

Exchange of Securities

At the Effective Time, all outstanding membership units of VitaMed (the “Units”) were exchanged for shares of the Company’s Common Stock. In conjunction withaddition, all outstanding VitaMed options to purchase VitaMed membership units (the “VitaMed Options”) and all outstanding VitaMed warrants to purchase VitaMed membership units (the “VitaMed Warrants”) were exchanged and converted into options and warrants for the Acquisitionpurchase of the Company’s Common Stock (“Company Options” and “Company Warrants”, respectively). All Units, VitaMed Options and VitaMed Warrants were exchanged on a pro-rata basis for shares of the Company’s Common Stock which in the aggregate totaled 70,000,000 shares, resulting in a conversion ratio calculated by the sum of all outstanding Units, VitaMed Options and VitaMed Warrants divided by 70,000,000 (the “Conversion Ratio”). Pursuant to the Conversion Ratio, the Company issued 58,407,331 shares of the Company’s Common Stock in exchange for the outstanding Units, reserved for issuance an aggregate of 10,119,796 shares issuable upon the exercise of the Company Options, and reserved for issuance an aggregate of 1,472,916 shares issuable upon the exercise of the Company Warrants. After giving effect to the Reverse Split, and taking into consideration the 58,407,331 aforementioned shares issued in exchange for the Units, the number of shares of the Company’s Common Stock issued and outstanding as of the Closing Date was 58,573,187, of which the former members of VitaMed owned approximately 99%. All shares of the Company’s Common Stock issued in exchange for the Units, and to be issued upon exercise of the Company Options and Company Warrants, are subject to a lock-up agreement for a period of eighteen (18) months from the Closing.

 
F-8
 
 
AMHN,
THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20102011 AND 20092010

NOTE A – THE COMPANY (Continued)

Agreement, AMHN assumedCorporate Overview and History of VitaMed

VitaMed is a specialty pharmaceutical company organized as a limited liability company in the assetsState of Delaware on May 13, 2008. VitaMed is focused on providing the highest quality products to the women’s health market. Our national sales force that calls on physicians and liabilitiespharmacies is enhanced by our patent-pending technology and business methodology. This combination allows us to market both over-the-counter (“OTC”) and prescription nutritional supplements, drugs, medical foods and other medical products through pharmacies and our web-site with the recommendation of Spectrum totaling approximately $247,000physicians by creating unique value propositions for patients, physician/providers and $480,000, respectively. The excessinsurance payors.

In the early part of 2009, we completed formulation of our first products, a prenatal multivitamin and a vegan docosahexaenoic acid (“DHA”) supplement and introduced the purchase price overproduct to the net liabilities assumed was recorded as goodwillmarket in June 2009 with sales primarily in South Florida. In September 2010, we achieved a milestone of $1 million in total sales and had begun to expand our sales force nationally and currently have product sales into 46 states. Our product line has been expanded to ten core products and our new product development continues to focus on the consolidated balance sheet.
Spectrum sells its networkwomen’s health market. As we continue our product development efforts for both new products and refinements to independent physician associations (“IPAs”)existing products, we are also seeking proprietary ingredients and is supported by ad revenue.  Currently the company has 182 offices subscribed to the service with 123 live sites.  Spectrum’s new business plan is to market its network to IPAsformulations that can be exclusively licensed or patented for a fee of $3,500 per location for equipment and installation (“Subscription”), plus an ongoing monthly service fee ranging from $102 to $250 per month per location for content delivery and network maintenance (“Service Fees”). To date, Spectrum has not converted any of its existing clients to Subscriptions nor sold any Subscriptions. Spectrum has developed a primary target list of prospective IPAs, which if subscribed, would represent a minimum of 640 potential locations, with each location supporting its own system. There are approximately 3,500 IPAs operatinguse in the United States.  Of this total, an estimated 2,000 fall under the category of the “Staff Model” where staff are fulltime employees directed under a corporate management structure. Another 1,500 are considered a “Staff/Hybrid Model” where the IPA is created to facilitate a Primary Care Group and still enable specialized physicians to maintain their own practices, but allows them to receive the benefits of achieving economies of scalewomen’s healthcare that will further differentiate our products from the formation of an association to operatecompetition.

VitaMed maintains websites at www.vitamedmd.com and help manage their practice.
Spectrum implemented a media-buying branded program to offer the “Spectrum Health Network Rx Discount Drug Card” (“Discount Drug Card”)www.vitamedmdrx.com.  Spectrum has already distributed 16,200 free Discount Drug Cards to its over 125 medical office locations. These Discount Drug Cards are given to patients by physicians or can be downloaded by patients from Spectrum’s website.  The Discount Drug Cards have no expiration date, can be activated and used immediately, and allow consumers to save 35-75% off their retail prescriptions at more than 54,000 pharmacies.  Each time a Discount Drug Card is used, Spectrum receives a commission. To date, no commissions have been received.
Discontinued Operations
America’s Minority Health Network is a place-based provider of digital video education for medical practices who primarily service minorities. Research has shown that due to socioeconomic and sociopolitical issues, African-Americans suffer from exceptionally high mortality and morbidity rates. Lack of proper healthcare education has been cited as one of the factors leading to higher health risks for the African-American community. America’s Minority Health Network provides a digital platform to increase African-American health education awareness that can increase the longevity and well-being of African-American men and women, while providing relevant advertising of related products. The America’s Minority Health Network has created a viable solution to meet the needs of physicians who are constantly searching for ways to better inform their patients and for advertisers that are searching for ad space to communicate specific products to African-Americans.
America’s Minority Health Network provides direct-to-consumer television programming across the United States to subscribing medical offices with a predominantly African-American patient base. Subscribing offices subscribe to the service to receive programming.  Our rollout plan called for one thousand (1,000) subscribing locations in our first phase.  Each month updated healthcare segments and relevant advertising are digitally delivered in high definition directly to waiting rooms filled with a well-defined African-American target audience.  Medical office waiting rooms provide a captive audience with
F-9
AMHN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
NOTE A – THE COMPANY (Continued)
the typical presence of over 1,000 patients per month per location, where viewers are pre-disposed to watch and listen to the pertinent information offered.
On July 30, 2010, after the Company defaulted under the payment terms of a Secured Promissory Note issued to Seatac Digital Resources, Inc. (“Seatac”) on April 1, 2010 (the “America’s Minority Note”), the Company and Seatac agreed that the America’s Minority Note be satisfied through the transfer of the collateral for the America’s Minority Note.  In connection therewith, the shares of America’s Minority Health Network owned by the Company were transferred to Seatac and the America’s Minority Note was satisfied in full. See Note H, DISCONTINUED OPERATIONS.

Throughout these Notes to Consolidated Financial Statements, the terms “we,” “us,” “our,” “Therapeutics,” or the “Company” refers to TherapeuticsMD, Inc., and unless otherwise specified, includes our wholly owned subsidiary, VitaMed.

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its continuing subsidiary, Spectrum, and the discontinued subsidiary, America’s Minority Health Network, through July 30, 2010.wholly owned subsidiary. All intra-company accountsmaterial intercompany balances and transactions have been eliminated in consolidation.
Accounting Standard Codification
Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”).  ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP.  Rules and interpretive releases of the Securities and Exchange Commission (the “SEC”) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants.  All guidance contained in the Codification carries an equal level of authority.  The Codification superseded all existing non-SEC accounting and reporting standards.  All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative.  The FASB will not issue new standards in the form of Statements, FASB Position or Emerging Issue Task Force Abstracts.  Instead, it will issue Accounting Standards Updates (“ASUs”).
The FASB will not consider ASUs as authoritative in their own right; ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification.  References made to FASB guidance throughout this document have been updated for the Codification.

Cash and Cash Equivalents

Cash is maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company considers all highly liquid debt instrumentshas never experienced any losses related to these balances. All of our non-interest bearing cash balances were fully insured at December 31, 2011 and other short-term investments with maturity2010 due to a temporary federal program in effect from December 31, 2010 through December 31, 2012. Under the program, there is no limit to the amount of three months or less, when purchased,insurance for eligible accounts. Beginning 2013, insurance coverage will revert to be$250,000 per depositor at each financial institution, and our non-interest bearing cash equivalents.balances may again exceed federally insured limits. The Company maintains cashhad no interest-bearing amounts on deposit in excess of federally insured limits at December 31, 2011 and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation.2010.

 
F-10F-9
 
 
AMHN,
THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20102011 AND 2009
2010
 
NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Trade Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable are customer obligations for advertising revenue, Subscriptions, and Service Fees due under normal trade terms. The Company reviews the accounts receivable for uncollectible accounts and credit card charge-backs and provides an allowance for doubtful accounts which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Normal trade accounts receivable are due 30 days from invoice date and thereafter are considered past due.  At December 31, 2010, there were no past due trade accounts receivable and therefore no allowance for doubtful accounts was provided.  Trade accounts receivable past due more than 90 days are considered delinquent. Delinquent receivables are written off to bad debt expense based on individual credit evaluations, results of collection efforts, and specific circumstances of the customer. Recoveries of accounts previously written off are recorded as reductions of bad debt expense when received.Historically, our bad debt expense has been limited because the majority of our trade receivables are paid via credit card. Data we use to calculate these estimates does not accurately reflect bad debts; adjustments to these reserves may be required. At December 31, 2011 and 2010, the Company recorded an allowance for doubtful accounts of $1,500 and $0, respectively.

Inventories

Inventories represent packaged nutritional products and supplements which are valued at the lower of cost or market using the average cost method.

Fixed Assets

The Company, through Spectrum, had 182 offices subscribedProperty and 123 live sites commissioned asEquipment-Property and equipment is stated at cost, net of December 31, 2010.  Depreciation commences onaccumulated depreciation. Maintenance costs, which do not significantly extend the first dayuseful lives of the month following the installation of the sitesrespective assets, and repair costs are charged to operating expense as incurred. Depreciation is calculatedcomputed using the straight-line method over the estimated useful lives of the related assets. Costs of maintenance and repairs are chargedassets, which range from 3 to expense as incurred.7 years. Depreciation expense of $55,048totaled $25,686 and $0 for continuing operations was recorded$5,105 for the yearyears ended December 31, 2011 and 2010, and the period from April 2, 2009 (Inception) through December 31, 2009, respectively.

Segment Library
The segment library of Spectrum is reflected as intangible assets on the accompanying consolidated balance sheet with a useful life of 5 years. These costs represent the production costs relating to producing the segments that will be presentedWebsite-Costs incurred in the subscribing offices. Management has determinedplanning stage of a website are expensed, while costs incurred in the development stage are capitalized and amortized over the estimated three-year life of the segment library to be 5 years.  The Company amortizes the segments commencing on the first dayasset. Amortization of the month following the segments placed into service. Amortization expense of $6,335website development costs totaled $29,159 and $0 for continuing operations was recorded$17,678 for the yearyears ended December 31, 2011 and 2010, respectively.

Intangible Assets

The Company has adopted the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 350 Intangible-Goodwill and Other (“ASC 350”).

Capitalized patent costs, net of accumulated amortization, include legal costs incurred for a patent application. In accordance with ASC 350, once the period from April 2, 2009 (Inception) throughpatent is granted, the Company will amortize the capitalized patent costs over the remaining life of the patent using the straight-line method. If the patent is not granted, the Company will write-off any capitalized patent costs at that time. Intangible assets are reviewed annually for impairment or when events or circumstances indicate that their carrying amount may not be recoverable. There was no amortization expense related to patent costs for the years ended December 31, 2009, respectively.2011 and 2010 as patents have not yet been granted.

F-10
 
Recoverability
THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of Long-Lived Assets

Although the Company does not have any long-livedCarrying values of property and equipment and finite-lived intangible assets at this point,are reviewed for any long-lived assets acquired in the future the Company will review their recoverability on a periodic basisimpairment whenever events andor changes in circumstances have occurred whichindicate that their carrying values may indicate a possible impairment. The assessment for potentialnot be recoverable. Such events or circumstances include, but are not limited to:

·Significant declines in an asset’s market price;
·Significant deterioration in an asset’s physical condition;
·Significant changes in the nature or extent of an asset’s use or operation;
·Significant adverse changes in the business climate that could impact an asset’s value, including adverse actions or assessments by regulators;
·Accumulation of costs significantly in excess of original expectations related to the acquisition or construction of an asset;
·Current-period operating or cash flow losses combined with a history of such losses or a forecast that demonstrates continuing losses associated with an asset’s use; and
·Expectations that it is more likely than not that an asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

If impairment willindicators are present, the Company determines whether an impairment loss should be based primarily onrecognized by testing the Company’s ability to recover theapplicable asset or asset group’s carrying value of itsfor recoverability. This test requires long-lived assets from expectedto be grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, the determination of which requires judgment. The Company estimates the undiscounted future cash flows from its operations on an undiscounted basis. If such assets are determinedexpected to be impaired,generated from the impairment recognized isuse and eventual disposal of the amount by whichassets and compares that estimate to the respective carrying values in order to determine if such carrying values are recoverable. This assessment requires the exercise of judgment in assessing the future use of and projected value to be derived from the eventual disposal of the assets to be held and used. Assessments also consider changes in asset utilization, including the temporary idling of capacity and the expected timing for placing this capacity back into production. If the carrying value of the assets exceedsis not recoverable, then a loss is recorded for the difference between the assets’ fair value and respective carrying value. The fair value of the assets is determined using an “income approach” based upon a forecast of all the expected discounted future net cash flows associated with the subject assets. Some of the more significant estimates and assumptions include: market size and growth, market share, projected selling prices, manufacturing cost and discount rate. The Company’s estimates are based upon its historical experience, its commercial relationships, market conditions and available external information about future trends. The Company believes its current assumptions and estimates are reasonable and appropriate; however, unanticipated events and changes in market conditions could affect such estimates, resulting in the need for an impairment charge in future periods.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of receivables, accounts payable, accrued expenses and short-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximates its fair value because of the short-term maturity of such instruments. Interest rates that are currently available to the Company for issuance of short-term debt with similar terms and remaining maturities are used to estimate the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell.Company’s short-term debt.
 
 
F-11
 
 
AMHN,THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20102011 AND 2009
2010
 
NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Goodwill and Intangible Assets
The Company accounts for goodwill and intangible assets pursuant to ASC 350-20-55-24, “Intangibles – Goodwill and Other”. Under ASC 350, intangibles with definite lives continue to be amortized on a straight-line basis over the lesser of their estimated useful lives or contractual terms. Goodwill and intangibles with indefinite lives are evaluated at least annually for impairment by comparing the asset’s estimated fair value with its carrying value, based on cash flow methodology. Intangibles with definite lives are subject to impairment testing in the event of certain indicators. Impairment in the carrying value of an asset is recognized whenever anticipated future cash flows (undiscounted) from an asset are estimated to be less than its carrying value. The amount of the impairment recognized is the difference between the carrying value of the asset and its fair value.  At December 31, 2010, the Company’s balance sheet included goodwill from the acquisition of Spectrum on June 11, 2010.  No impairment has been recognized during 2010.

Fair Value of Financial Instruments (continued)
The carrying amount reported in the balance sheet for cash and cash equivalents, accounts payable, and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company does not utilize derivative instruments.
Stock-Based Compensation

The Company adopted the provisions of ASC 718-10 “Share Based Payments”. The adoption of this principle had no effect on the Company’s operations.  ASC 718-10 requires recognition of stock-based compensation expense for all share-based payments based oncategorizes its assets and liabilities that are valued at fair value.
The Company has elected to use the modified-prospective approach method.  Stock-based compensation expense for all awards granted is based on the grant-date fair values.  The Company recognizes these compensation costs, net of an estimated forfeiture rate,value on a pro ratarecurring basis over the requisite service period of each vesting tranche of each award.  The Company considers voluntary termination behaviorinto a three-level fair value hierarchy as well as trends of actual option forfeitures when estimating the forfeiture rate.
The Company measures compensation expense for its non-employee stock-based compensation underdefined by ASC 505-50,820 “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”Fair Value Measurements and Disclosures” (“ASC 820”).The fair value ofhierarchy gives the option issued is usedhighest priority to measurequoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).

Assets and liabilities recorded in the transaction, as this is more reliable than theconsolidated balance sheet at fair value are categorized based on a hierarchy of inputs, as follows:

Level 1Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and
Level 3Unobservable inputs for the asset or liability.

At December 31, 2011 and 2010, the services received.  TheCompany had no assets or liabilities that are valued at fair value is measured at the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital.  For common stock issuances to non-employees that are fully vested and are for future periods, the Company classifies these issuances as prepaid expenses and expenses the prepaid expenses over the service period.  At no time has the Company issued common stock for a service period that exceeds one year.recurring basis.

F-12
AMHN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes

The Company accounts for income taxes utilizing the liability method of accounting.  Under the liability method, deferredIncome taxes are determined based on differences between financial statementaccounted for under the asset and liability method. Deferred tax bases of assets and liabilities atare recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in effect inthe years in which the related temporary differences are expected to reverse.
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are established, when necessary,recorded to reduce deferred tax assets to amountsthe amount that are expected towill more likely than not be realized.
In accordance with ASC 740, TheIncome Taxes, the Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”). This interpretation requires recognition and measurementrecognizes the effect of uncertain income tax positions using a “more-likely-than-not” approach.  Management evaluates theironly if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which those changes in judgment occur. The Company recognizes both interest and penalties related to uncertain tax positions as part of the income tax provision. As of December 31, 2011 and 2010, the Company has no tax positions relating to open tax returns that were considered to be uncertain.

Stock Based Compensation

In December 2004, the FASB issued ASC 718, Compensation – Stock Compensation (“ASC 718”). ASC 718 companies are required to measure the compensation costs of unit-based compensation arrangements based on an annual basis.the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Unit-based compensation arrangements include unit options, restricted share plans, performance-based awards, share appreciation rights and employee

F-12
THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010
 
Discontinued Operations
NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock Based Compensation (continued)

share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The gainsCompany uses the Black-Scholes option pricing model which requires the input of highly complex and losses fromsubjective variables including the dispositionexpected life of certain income-producing assetsoptions granted and associated liabilities, operating results,the Company’s expected stock price volatility over a period equal to or greater than the expected life of the options.

Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. FASB ASC 505, Equity Based Payments to Non-Employees defines the measurement date and cash flowsrecognition period for such instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the ASC.

The Company recognizes compensation expense for all share-based payments granted based on the grant date fair value estimated in accordance with ASC 718-10, “Share Based Payments.” Compensation expense is generally recognized on a straight-line basis over the employee’s requisite service period.

Debt Discounts

Costs incurred with parties who are providing long-term financing, which include warrants issued with the underlying debt, are reflected as discontinued operationsa debt discount based on the relative fair value of the debt and warrants to the total proceeds. These discounts are generally amortized over the life of the related debt using the effective interest rate method. In connection with debt issued during the years ended December 31, 2011 and 2010, the Company recorded debt discounts totaling $28,719 and $0, respectively. Amortization expense related to debt discounts totaled $28,719 and $0 for the years ended December 31, 2011 and 2010, respectively, and is included in interest expense on the accompanying consolidated financial statements for all periods presented.  Although net earnings are not affected, the Company has reclassified results that were previously included in continuing operations as discontinued operations for qualifying dispositions.statements. Debt discount was fully amortized at December 31, 2011.

Revenue Recognition

The Company generates revenue from the sale of advertising spots on its network, through Subscriptions and Service Fees.  The Company recognizes revenuesrevenue on arrangements in accordance with the guidance in the SEC Staff Accounting Bulletin No. 104.ASC 605, “Revenue Recognition” (“ASC 605”). Revenue is recognized when persuasive evidence of a sales arrangement exists,only when the selling price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. The Company generates revenue by sales of products primarily to retail consumers. The Company’s policy is to recognize revenue from product sales upon shipment, when installationthe rights of ownership and official acceptance byrisk of loss have passed to the facility occurs,consumer. Outbound shipping and when collection is probable.handling fees are included in sales and are billed upon shipment. Shipping expenses are included in cost of sales. The majority of the Company’s sales are paid with credit cards and the Company usually receives the cash settlement in two to three banking days. Credit card sales minimize accounts receivable balances relative to sales. We provide an unconditional thirty-day money-back return policy whereby we accept product returns from our retail, wholesale and

F-13
THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010
 
ConcentrationNOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition (continued)

eCommerce customers. Historically we have experienced returns (monitored on a daily basis) equal to approximately one percent of Credit Risks, Customer Data,sales. Total returns were $20,726 and Supplier Data
During 2010 and 2009,$13,734 for the Company derived all of its revenue from one customer; outstanding accounts receivable atyears ended December 31, 2011 and 2010, respectively. We consider the potential returns to be de minimis and have not established an allowance for product returns at this time.

Shipping and Handling Costs

The Company expenses all shipping and handling costs as incurred. These costs are all due from this customer.  Duringincluded in cost of sales on the accompanying consolidated financial statements.

Advertising Costs

The Company expenses advertising costs when incurred. Advertising expenses totaled $19,408 and $25,698 during the years ended December 31, 2011 and 2010, respectively.

Research and 2009,Development Expenses

Research and development expenditures, which are expensed as incurred, totaled $107,241 and $65,402 during the Company had one supplier, a minority shareholder, provide all of its programming contentyears ended December 31, 2011 and another supplier, also a minority shareholder, provide all of its installation and distribution services.2010, respectively.

Earnings perPer Share of Common Stock

The Company calculates earnings per share (“EPS”) in accordance with ASC 260, “Earnings perPer Share,” which requires the computation and disclosure of two EPS amounts, basic and diluted. Basic EPS is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of common shares outstanding plus all potentially dilutive common shares outstanding during the period. Such potential dilutive common shares consist of stock options non-vested shares (restricted stock) and warrants. Potential common shares totaling 96,618,626 and 165,752 (Reverse Split shares) at December 31, 2011 and 2010, and 2009 thatrespectively, have an anti-dilutive effect totaling zero and 76,075, respectively arebeen excluded from the diluted earnings per share.share calculation as they are anti-dilutive due to the net loss reported by the Company.

Use of Estimates

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies, on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed 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 from these estimates under different assumptions or conditions.

 
F-13F-14
 
 
AMHN,THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20102011 AND 2009
2010
 
NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications
Certain 2009 amounts have been reclassified to conform to current year presentation.

Recently Issued Accounting Standards
Pronouncements

In December 2009, the2011, FASB issued Accounting Standards Update (“ASU”) 2009-17,2011-11, ConsolidationBalance Sheet - Offsetting. (ASC 810) Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities (“ASU 2009-17), whichThis guidance requires disclosures about offsetting and related arrangements for recognized financial instruments and derivative instruments. The standard is effective for us as of January 1, 2013 and will not materially impact our financial statement disclosures.

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment.” This guidance provides the option to evaluate prescribed qualitative factors to determine whether a calculated goodwill impairment test is necessary. The standard is effective for us as of January 1, 2012 and will not materially impact on our financial condition, results of operations, or financial statement disclosures.

In May 2011, FASB issued ASU 2011-05, Comprehensive Income: Presentation of Comprehensive Income, to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments do not change the guidance regarding the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendments should be applied retrospectively and is effective for fiscal years and interim periods within those years beginning after December 15, 2011. Early adoption is permitted. The adoption is not expected to have a material impact on the Company’s results of operations, financial position or cash flows.

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU represents the converged guidance of the FASB and the IASB (the “Boards”) on fair value measurement, and results in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” These amendments change some of the terminology used to describe many of the existing requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The amendments should be applied prospectively, and they are effective during interim and annual periods beginning after NovemberDecember 15, 2009.  ASU 2009-17 requires Company management2011. Early application by public entities is not permitted. The adoption is not expected to considerhave a variable entity’s purpose and design and the Company’s ability to direct the activities of the variable interest entity that most significantly impact such entity’s economic performance when determining whether such entity should be consolidated.  The Company adopted the provisions of ASU 2009-17 as required on January 1, 2010.  The provision had nomaterial impact on the Company’s consolidatedresults of operations, financial position or results of operation upon adoption.cash flows.

In January, 2010,Management does not believe there would be a material effect on the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements, which amends ASC 820, Fair Value Measurements and Disclosures (“ASU 2010-06”) to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. ASU 2010-06 also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value.  The Company adopted the provisions of ASU 2010-06 as required on January 1, 2010.
Allaccompanying financial statements had any other new accounting pronouncementsrecently issued but not yet effective oraccounting standards been adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted.in the current period.

F-15
THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010
 
NOTE C – GOING CONCERN

The accompanying financial statements of the Company have been prepared in conformity with generally accepted accounting principles in the United States of America, and assumeassuming that the Company will continue as a going concern. Due to the start-up natureThe Company incurred a loss from operations of the Company’s business, the Company expects to incur losses as it expands.  To date, the Company’sapproximately $5,400,000, had negative cash flow requirements have been entirely met with funds raised through loans from a strategic vendoroperations of approximately $5,000,000 and shareholderhad an accumulated deficit of the Company. There is no assurance that additional funds will be available for the Company to finance its operations should the Company be unable to realize profitable operations.approximately $17,000,000 at December 31, 2011. These conditions, among others, give rise tomatters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include raising additional proceeds from debt and equity transactions and to continue to increase its sales and marketing activities; however, there are no assurances that management will be successful in their efforts. The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.
F-14

AMHN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
NOTE C – GOING CONCERN (Continued)
These financial statements have been prepared on a going concern basis which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business.  The Company has generated revenues from continuing operations of only $48,217 since the acquisition of Spectrum and has an accumulated deficit of $2,585,448 through December 31, 2010.
Besides generating revenues from proposed operations, the Company will need to raise additional capital to expand operations to the point at which the Company can achieve profitability.  The financing that may be raised may not be on terms acceptable by the Company.  If adequate funds cannot be raised outside of the Company, the Company’s current shareholders may need to contribute funds to sustain operations. The Company is currently seeking a suitable acquisition candidate.
NOTE D – STOCKHOLDERS’ EQUITY

As previously mentioned herein, on October 4, 2011, all Units were exchanged for shares of the Company’s Common Stock. In addition, all VitaMed Options and VitaMed Warrants were exchanged and converted into Company Options and Company Warrants. All Units , VitaMed Options and VitaMed Warrants were exchanged on a pro-rata basis for shares of the Company’s Common Stock which in the aggregate totaled 70,000,000 shares, resulting in a conversion ratio calculated by the sum of all Units, VitaMed Options and VitaMed Warrants divided by 70,000,000 (the “Conversion Ratio”). Pursuant to the Conversion Ratio, the Company issued 58,407,331 shares of the Company’s Common Stock in exchange for the Units, reserved for issuance an aggregate of 10,119,796 shares issuable upon the exercise of the Company Options and reserved for issuance an aggregate of 1,472,916 shares issued upon the exercise of the Company Warrants.

Preferred Stock

TheAt December 31, 2011, the Company hashad 10,000,000 shares of noPreferred Stock, par value preferred stock authorized. No preferred$0.001 authorized and none outstanding, which shares have been issued. On July 20, 2010,can be designated by the Company’s shareholders approved a change in the par valueBoard of the Company’s Preferred Stock to $0.001 per share.Directors.

Common Stock

TheAt December 31, 2011, the Company was authorized to issue up to 50,000,000had 250,000,000 shares of common stock at $0.10Common Stock, $0.001 par value per share (“Common Stock”).  On July 20, 2010, the Company shareholder’s approved a change in the par value of the Company’s Common Stock to $0.001 per share.  As of December 31, 2010 and as of the date of this filing, the Company has 16,575,209authorized, with 82,978,781 shares of Common Stock issued and outstanding.  All par value amounts
Between February and additional paid in capital amounts prior to the change have been reclassified in accordance with the staff accounting bulletin rules.May 2011, VitaMed sold 2,892,630 Units for an aggregate purchase price of $707,000.
 
On July 27, 2009, as part ofOctober 3, 2011, the acquisition of the Company’s former subsidiary (America’s Minority Health Network, Inc.), the Company: (i)Company effected a forward stockreverse split on a basis of 3:1 which increased theits 16,575,209 issued and outstanding shares of Common Stock from 1,017,573 to 3,052,719, and this change was reflected retroactivelyon a ratio of 1 for 100 resulting in accordance with rules and regulations of SAB Topic 4C; (ii) accepted from a shareholder the surrender of and canceled 1,935,000165,856 shares of Common Stock which were returned to the Company’s authorized but unissued shares; (iii) issued 403,802 shares to the same shareholder who surrendered the above-mentioned shares; and (iv) issued 13,693,689 shares of its Common Stock to the shareholders of America’s Minority Health Network in exchange for 100% of the shares of America’s Minority Health Network.
On September 25, 2009, the Company authorized the issuance of 350,000 shares of restricted Common Stock valued at $105,000 in exchange for consulting services.  The Company also authorized the issuance of an aggregate of 510,000 additional shares of its Common Stock valued at $153,000 pursuant to a Form S-8 registration statement (“Form S-8”) to be filed by the Company.  On November 4, 2010, the Company determined that it would not file the Form S-8 and instead issued 160,000 shares of its Common Stock valued at $48,875 to two individuals and issued a third individual an unsecured demand promissory note in the amount of $210,000 (the “Note”). The Note was subsequently assigned to an unaffiliated entity and remains unpaid as of December 31, 2010 and as of the date of this filing.
F-15

AMHN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
NOTE D – STOCKHOLDERS’ EQUITY (Continued)
Common Stock (Continued)
On September 28, 2009, the Company issued 450,000 shares of stock valued at $112,500 in exchange for consulting services.
On each of October 20, 2009 and November 11, 2010, the Company issued 125,000 shares of its restricted Common Stock to Alliance Advisors, LLC pursuant to an Investor Relations Consulting Agreement, valued at $875 and $165,000 for the years ended December 31, 2010 and 2009, respectively.
On June 11, 2010, AMHN acquired 100% of the issued and outstanding thereafter.

On October 5, 2011, the Company closed a Stock Purchase Agreement with Pernix Therapeutics, LLC, a Louisiana limited liability company (“Pernix”). Pursuant to the terms of the Stock Purchase Agreement dated September 8, 2011, Pernix agreed to purchase 2,631,579 shares of Spectrum in exchange for the issuance of an aggregate of 500,000 shares of AMHNCompany’s Common Stock previously described in NOTE A – THE COMPANY, Acquisition of Spectrum Health Network, Inc.
2009 Long Term Incentive Compensation Plan
The Company’s Board of Directors and shareholders approved the LTIP on September 25, 2009 and July 20, 2010 respectively. The LTIP contains one million five hundred thousand shares that may be issued to provide financial incentives to employees, members of the Board, and advisers and consultants of the Company.  In conjunction with approval of the Plan by the Company’s shareholders, the Board of Directors approved the granting of non-qualified stock options (the “Options”“Shares”) to officers and employees of the Company for an aggregate of 900,000 underlying shares.  The exerciseat a purchase price of the Options was fixed at $0.30$0.38 per share for a total purchase price of $1,000,000 (“Purchase Price”). In connection with the underlying shares to vest at the rate of one-third on the date of the grant and one-third on each of the first and second anniversary dates of the grant. The Options were never issued.   In December 2010,Stock Purchase Agreement, the Company and Pernix entered into a Lock-Up Agreement which, among other things, restricts the officerssale, assignment, transfer, encumbrance and employees verbally and mutually agreed to waive the Company’s commitment to issue the Options.  As of December 31, 2010 and asother disposition of the date of this filing, no options have beenShares issued underto Pernix. Pursuant to the LTIP.
Warrant(s) to Purchase Common Stock
A summaryterms of the Company’s Warrant(s) to Purchase Common Stock (the “Warrant(s)”) and related information as of December 31, 2010 follows:Lock-Up Agreement, Pernix agreed
  
Number of
Shares
Under
Warrant(s)
  
Range of
Warrant(s) Price
Per Share
  
Weighted
Average
Exercise
Price
 
Balance at December 31, 2008  -0-  $-0-  $-0- 
   Granted  76,075   0.01   0.01 
   Exercised  -0-   -0-   -0- 
   Cancelled  -0-   -0-   -0- 
Balance at December 31, 2009  76,075   0.01   0.01 
   Granted
  -0-   -0-   -0- 
   Exercised  -0-   -0-   -0- 
   Cancelled  (76,075)  0.01   0.01 
Balance at December 31, 2010  -0-  $-0-  $-0- 

 
F-16
 

AMHN,THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20102011 AND 2009
2010
 
NOTE D – STOCKHOLDERS’ EQUITY (Continued)

Warrant(s) to Purchase Common Stock (Continued)(continued)

Asthat for a period of December 31, 2009, $22,138 was included in accrued expenses reflectingtwelve (12) months from the valuedate of the 76,075 Warrant(s)Lock-Up Agreement, it would not make or cause any sale of the Shares (the “Lock-Up Period”). After the completion of the Lock-Up Period, Pernix agreed not to sell or dispose of more than five percent (5%) of the Shares per quarter for the following twelve (12) month period.

In October and November 2011, the Company converted principle and accrued interest in the aggregate of $849,137 into shares of Common Stock of the Company totaling 20,000,000 and 1,681,958, respectively, as more fully described in NOTE I – NOTES PAYABLE.

In December 2010, pursuant2011, a former director of VitaMed, exercised Company Options to a letter agreement betweenpurchase 92,057 shares of the Company and the Warrant holder, the Warrants were cancelled and the Company recorded $22,138 as Other Income on the accompanying financial statements asCompany’s Common Stock at an aggregate exercise price of December 31, 2010.$17,250.

Warrants

The valuation methodology used to determine the fair value of the Warrant(s) issued wasCommon Stock purchase warrants is the Black-Scholes-Merton option-pricing model.model (“Black-Scholes Model”), an acceptable model in accordance with ASC 718-10. The Black-Scholes-Merton modelBlack-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate and the term of the Common Stock purchase warrant.

As of December 31, 2011, the Company had Company Warrants outstanding for an aggregate of 3,057,627 shares of the Company’s Common Stock (including the conversion of VitaMed Warrants as described above) with a weighted average expectedcontractual life of 8.0 years and exercise prices ranging from $0.24 to $1.50 per share resulting in a weighted average exercise price of $0.39 per share.

As of December 31, 2011, unamortized costs associated with Company Warrants totaled approximately $349,000.

During the Warrant(s)year ended December 31, 2011, the Company issued the following:

Purpose Number of Shares Under Company Warrants  Exercise Price  Exercise Term in Years  Fair Value 
Loan guaranty  613,713   $0.24   10  $93,969 
Loan consideration  613,718   $0.41   5   30,993 
Product consulting  1,045,485   $0.38-$0.41   5-10   189,942 
Services  784,711   $0.38-$1.50   5-10   159,363 
   3,057,627          $474,267 

F-17
THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010

NOTE D – STOCKHOLDERS’ EQUITY (Continued)

Warrants (continued)

On March 7, 2011, VitaMed entered into a Business Loan Agreement and Promissory Note for a $300,000 bank line of credit (the “Bank LOC”) for which the bank required a personal guarantee and cash collateral. Personal guarantees and cash collateral limited to $100,000 each were provided by Robert Finizio and John Milligan, officers of VitaMed, and by Reich Family Limited Partnership, an entity controlled by Mitchell Krassan, also an officer of VitaMed. The Bank LOC accrued interest at the rate of 3.020% per annum based on a year of 360 days and was due on March 1, 2012. The bank and VitaMed negotiated a one-year extension to the Bank LOC which was executed on March 19, 2012 (the “Bank LOC Extension”). The Bank LOC Extension accrues interest at the rate of 2.35% and is due on March 1, 2013. In consideration for the personal guarantees and cash collateral, VitaMed issued VitaMed Warrants for an aggregate of 499,998 Units (or Company Warrants for an aggregate of 613,713 shares pursuant to the Conversion Ratio). The ten-year Warrants vest at the rate of an aggregate of 76,714 shares per calendar quarter end and have an exercise price of $0.2444 per share. In the event that the bank loan is repaid prior to being fully vested, the Company Warrants will be reissued only for the number of shares vested through the date of repayment. At March 31, 2012, an aggregate of 306,867 shares will be vested thereunder. The VitaMed Warrants were valued on the date of the grant using a term of 10 years; a volatility of 47.89%; risk free rate of 3.48%; and a dividend yield of 0%. Of the $93,969 fair value, $38,159 was recorded as loan guaranty costs in other income and expense and $55,810 was recorded as prepaid expense on the accompanying consolidated financial statements.

In June 2011, VitaMed sold Promissory Notes (the “VitaMed Promissory Notes”) in the aggregate of $500,000 with accompanying VitaMed Warrants for an aggregate of 500,000 shares (or Company Warrants for an aggregate of 613,718 shares pursuant to the Conversion Ratio). The VitaMed Warrants were valued on the date of the grant using a term of five (5) years; a range of volatility from 39.13% to 39.15%; risk free rate ranging from 1.38-1.65%; and a dividend yield of 0%. The Company Warrants vested immediately. Although the fair value was $30,993, using the appropriate accounting treatment, $28,719 was recorded as debt discount and fully amortized during 2011 with the amortized amount recorded as interest expense on the accompanying consolidated financial statements.

On July 21, 2011,VitaMed entered into a one-year consulting agreement with Lang Naturals, Inc. (“Lang”), wherein Lang would assist in the design, development and distribution efforts of VitaMed’s initial product offering. As compensation, Lang received a VitaMed Warrant for 200,000 shares (or a Company Warrant for 245,485 shares pursuant to the Conversion Ratio). The VitaMed Warrant was valued on the date of the grant using a term of five (5) years; a volatility of 39.44%; risk free rate of 1.56%; and a dividend yield of 0%. The Company Warrant vested immediately. Of the $12,548 fair value, $5,612 was recorded as non-cash compensation and $6,936 was recorded as prepaid expense on the accompanying consolidated financial statements.

On October 21, 2011, the Company granted a Company Warrant to Daniel A. Cartwright, the Company's Chief Financial Officer, for 600,000 shares with a fair value of $133,045 for services performed. The Company Warrant was valued on the date of the grant using a term of 10 years; volatility of 45.94%; risk free rate of 2.23%; and a dividend yield of 0%. The Company Warrant vests over a 44-month period beginning on November 21, 2011 (or 13,636 shares for months 1-43 and 13,652 shares for month 44). Of the $133,045 fair value, $7,158 was recorded as non-cash compensation on the accompanying consolidated financial statements. The remaining $125,887 will be expense to non-cash compensation equitably over the remaining 42 months.

F-18
THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010
 
NOTE D – STOCKHOLDERS’ EQUITY (Continued)

Warrants (continued)

Also on October 21, 2011, the Company granted a Company Warrant for 184,211 shares with a fair value of $25,980 to an unrelated entity for consulting services covered under a two (2) month agreement. The Company Warrant was valued on the date of the grant using a term of five (5) years; volatility of 41.04%; risk free rate of 1.08%; and a dividend yield of 0%. The $25,980 fair value was recorded as financing expense on the accompanying consolidated financial statements.

On October 23, 2011, VitaMed entered into a two-year consulting agreement with Lang wherein a Lang representative will help evaluate improvements to existing products and new products as well as services including but not limited to research, design, compliance, scientific and regulatory affairs and commercialization of products. As compensation, Lang received a Company Warrant for 800,000 shares. The Company Warrant was valued on the date of the grant using a term of 10 years; a volatility of 45.94%; risk free rate of 2.23%; and a dividend yield of 0%. The Company Warrant vested immediately. Of the $177,394 fair value, $17,010 was recorded as non-cash compensation and $160,384 was recorded as prepaid expense on the accompanying consolidated financial statements.

On December 28, 2011, the Company granted a Company Warrant for 500 shares with a fair value of $338 to an unrelated individual for consulting services covered under a three (3) month agreement. The Company Warrant was valued on the date of the grant using a term of 10 years; volatility of 51.83%; risk free rate of 0.91%; and a dividend yield of 0%. The Company Warrant vested immediately. Of the $338 fair value, $15 was recorded as non-cash compensation and $323 was recorded as prepaid expense on the accompanying consolidated financial statements.

The weighted average fair value per share of Company Warrants granted and the assumptions used in the Black-Scholes Model during the years ended December 31, 2011 are set forth in the table below.

2011
Weighted average fair value$0.36
Risk-free interest rate0.91-3.48%
Volatility39.13-51.83%
Term (in years)5-10
Dividend yield0.00%

The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the Warrant(s) and is calculated by using the average daily historical stock prices through the day preceding the grant date.term.  Estimated volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate each year during the expected lifeterm of the award. The Company’s estimated volatility is an average of the historical volatility of the stock prices of its peer entities whose stock prices were publicly available. The Company’s calculation of estimated volatility is based on historical stock prices of these peer entities over a period equal to the expected lifeterm of the awards. The Company usesused the historical volatility of peer entities due to the lack of sufficient historical data of its stock price.price during 2001-2011.

F-19
THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010
NOTE D – STOCKHOLDERS’ EQUITY (Continued)

Warrants (continued)

The Company issued no Common Stock purchase warrants during the year ended December 31, 2010.
 
A summary of the Company’s Common Stock purchase warrant activity and related information for 2011 follows:

  Number of Shares Under Company Warrant  Weighted Average Exercise Price  Weighted Average Remaining Contractual Life  Aggregate Intrinsic Value 
Balance at December 31, 2010  -0-          
Granted  3,057,627  $0.36   8.7  $3,483,691 
Exercised  -0-             
Expired  -0-             
Cancelled  -0-             
Balance at December 31, 2011  3,057,627  $0.36   8.7  $3,483,691 
Vested and Exercisable at December 31, 2011  2,254,758  $0.37   5.6  $2,361,339 

Stock Options

In 2009, the Company adopted the 2009 Long Term Incentive Compensation Plan (the “LTIP”) to provide financial incentives to employees, members of the Board, and advisers and consultants of the Company who are able to contribute towards the creation of or who have created stockholder value by providing them stock options and other stock and cash incentives (the “Awards”). The weighted averageAwards available under the LTIP consist of stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, EVA awards, and other stock or cash awards as described in the LTIP. There are 25,000,000 shares authorized for issuance thereunder. Prior to the Merger, no awards had been issued under the LTIP.

F-20
THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010

NOTE D – STOCKHOLDERS’ EQUITY (Continued)

Stock Options (continued)

A summary of activity under the LTIP and related information follows:

  Number of Shares Under Company Option  Weighted Average Exercise Price  Weighted Average Remaining Contractual Life  Aggregate Intrinsic Value 
Balance at December 31, 2010  -0-          
Granted (1)
  10,682,218  $0.16   7.6  $14,188,484 
Exercised  (92,057) $0.19         
Expired  -0-             
Cancelled  -0-             
Balance at December 31, 2011  10,590,161  $0.16   7.6  $14,067,649 
Vested and Exercisable at December 31, 2011  6,581,049  $0.13   7.5  $9,038,719 
(1) This includes: (i) VitaMed Options granted between October 2008 and December 31, 2010 for an aggregate of 7,639,722 Units of which 16,000 were canceled prior to conversion (or Company Options for 9,357,561 shares per the Conversion Ratio), (ii) VitaMed Options granted between January 1, 2011 and October 3, 2011 for an aggregate of 621,000 Units (or Company Options for 762,235 shares per the Conversion Ratio) and (iii) Company Options granted between October 4, 2011 and December 31, 2011 for an aggregate of 562,422 shares. The terms and conditions of the VitaMed Options were reflected in the replacement Company Options including the number of shares vested.

The weighted-average grant date fair value of Company Options granted during the Warrant(s) grantedyears ended December 31, 2011 and 2010 was $0.19 and $0.09, respectively.

As of December 31, 2011, Company Options outstanding covered an aggregate of 10,590,161 shares with a weighted average contractual life of 7.6 years and exercise prices ranging from $0.10 to $1.22 per share resulting in a weighted average exercise price of $0.16 per share.

The valuation methodology used to determine the fair value of Company Options is the Black-Scholes-Merton option-pricing model (“Black-Scholes Model”), an acceptable model in accordance with ASC 718-10. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the risk-free interest rate, and the expected life.

The assumptions used in the Black-Scholes-Merton model used to valueBlack-Scholes Model during the 76,075 Warrant(s) listed in the table aboveyears ended December 31, 2011 and 2010 and are set forth in the table belowbelow.

  2011 2010
Risk-free interest rate 0.91-2.54% 1.27-3.12%
Volatility 37.92-40.48% 36.34-42.46%
Expected life (in years) 5.5-6.25 5-6.25
Dividend yield 0.00% 0.00%
 
Weighted average fair value of Warrant(s) granted
 $0.30 
Risk-free interest rate
  0.98%
Volatility  129.39%
Expected life  2 
Dividend yield  0.00%
F-21
THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010
 
NOTE ED – PROVISION FORSTOCKHOLDERS’ EQUITY (Continued)

Stock Options (continued)

The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the expected life.  Estimated volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate each year during the term of the award. The Company’s estimated volatility is an average of the historical volatility of the stock prices of its peer entities whose stock prices were publicly available. The Company’s calculation of estimated volatility is based on historical stock prices over a period equal to the term of the awards. The Company used the historical volatility of peer entities due to the lack of sufficient historical data of its stock price during 2001-2011. The average expected life is based on the contractual term of the option using the simplified method.

Share-based compensation expense for Company Options recognized in our results for the years ended December 31, 2011 and 2010 ($180,087 and $177,601 respectively) is based on awards vested and we estimated no forfeitures. ASC 718-10 requires forfeitures to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from the estimates.

At December 31, 2011 and 2010, total unrecognized estimated compensation expense related to non-vested Company Options granted prior to that date was approximately $244,000 and $206,000, respectively, which is expected to be recognized over a weighted-average period of 3.3 years. No tax benefit was realized due to a continued pattern of operating losses.

NOTE E– INCOME TAXES

With the advent of the Merger, Company management determined that VitaMed would become the sole focus of the Company and previous business performed by Therapeutics was discontinued. Because of these events, deferred income taxes are determined by calculating the loss from operations of the Company from October 4, 2011 to December 31, 2011.Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. As of December 31, 2010,2011, there is no provision for income taxes, current or deferred.
F-17

AMHN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009

NOTE E – PROVISION FOR INCOME TAXES (Continued)
At December 31, 2010 and 2009, deferred tax assets consist of the following:
  2010  2009 
Net operating losses $408,000  $646,000 
Valuation Allowance  (408,000)  (646,000)
  $-0-  $-0- 
At December 30, 2010,2011, the Company had a net operating loss carry forward of approximately $1,200,000,$2.1 million, available to offset future taxable income through 2030.2031. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.
A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and federal statutory rate for the periods ended December 31, 2010 and 2009 is summarized as follows:
  2010  2009 
Federal statutory rate  (34.0)%  (34.0)%
State income taxes, net of federal benefits  3.3   3.3 
Valuation allowance  30.7   30.7 
   0%  0%
In 2010, the deferred tax valuation allowance decreased by $238,000.  The realization of the tax benefits is subject to the sufficiency of taxable income in future years.  The combined deferred tax assets represent the amounts expected to be realized before expiration.  Certain tax losses were lost with the disposal of America’s Minority Health Network.
The Company periodically assesses the likelihood that it will be able to recover its deferred tax assets. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income.
NOTE F – COMMITMENTS AND CONTINGENCIES
Service Agreement and License Agreement between Seatac and America’s Minority Health Network
As disclosed previously, America’s Minority Health Network entered into an Installation and Remote Transfer Testing Project Management and Service Agreement (“Service Agreement”) and a License Agreement (“License Agreement”) with Seatac on May 1, 2009 for a period of five (5) years. This Service Agreement and License Agreement were transferred from the Company to Seatac on July 30, 2010 along with the ownership of America’s Minority Health Network.  See Note A, THE COMPANY, Discontinued Operations.
Consulting Agreement with Alliance Advisors, LLC
On October 1, 2009, the Company’s Board of Directors approved an Investor Relations Consulting Agreement with Alliance Advisors, LLC (the “Agreement”).  The twelve-month Agreement called for cash payments of $5,000 per month for months 1-3, $6,000 per month for months 4-6, and $7,000 per

 
F-18F-22
 
 
AMHN,
THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20102011 AND 20092010

NOTE E– INCOME TAXES (Continued)

At December 31, 2011, the differences between the actual income tax benefit and the amount computed by applying the statutory federal tax rate (35%) to the loss before taxes are as follows:
 
Expected income tax benefit at statutory rate $(4,519,678)
Non-deductible expenses:    
Debt settlement  2,586,500 
VitaMed pre-merger loss  1,164,629 
Other non-deductible expenses  22,912 
Change in valuation account  745,637 
Income tax expense (benefit) $-0- 

NOTE F – COMMITMENTS AND CONTINGENCIES (Continued)OTHER CURRENT ASSETS

Consulting Agreement with Alliance Advisors, LLC (Continued)
month for the remaining six (6) months.  In addition to the cash payments, the Agreement called for the issuance of 125,000 restricted sharesOther current assets consist of the Company’s Common Stock during the first thirty daysfollowing:

  December 31, 
  2011  2010 
Deposits with vendors $300,503  $-0- 
Prepaid consulting  95,962   -0- 
Prepaid insurance  52,611   6,292 
Prepaid guaranty costs  46,984   -0- 
TOTAL OTHER CURRENT ASSETS $496,060  $6,292 

NOTE G – FIXED ASSETS

Fixed assets consist of the Agreement with an additional 125,000 restricted shares of the Company’s Common Stock after the successful completion of the first six (6) months of service.  The Company issued the first 125,000 shares calledfollowing:
  December 31, 
  2011  2010 
Website $91,743  $65,791 
Equipment  33,651   30,837 
Furniture and fixtures  26,219   26,219 
   151,613   122,847 
Accumulated depreciation  (81,500)  (26,655)
TOTAL FIXED ASSETS $70,113  $96,192 

Depreciation expense for in the Agreement on October 20, 2009 and the second 125,000 shares on November 29, 2010.  The Agreement expired on September 30, 2010; however, Alliance Advisors, LLC continued to provide services on a month-to-month basis at $5,000 per month through December 31, 2010.  For the years ended December 31, 2011 and 2010 was $54,845 and 2009, the Company paid Alliance Advisors, LLC $63,000 and $15,000$22,783, respectively.
NOTE G – PROMISSORY NOTES
Secured Promissory Notes to Seatac
At December 31, 2009, the Company had unsecured advances outstanding with Seatac in the amount of $175,138.  From time to time thereafter, Seatac provided necessary working capital to the Company in the form of interest-free advances. On April 1, 2010, the Company converted the advances through April 1, 2010 into a Secured Promissory Note secured by its subsidiary, America’s Minority Health Network (the “April 2010 Note”).  After defaulting under the payment terms of the April 2010 Note, the Company transferred ownership of America’s Minority Health Network to Seatac in full satisfaction thereof.
As previously reported, the Company acquired 100% of the issued and outstanding shares of Spectrum on June 11, 2010 in exchange for the issuance of an aggregate of 500,000 shares of AMHN’s Common Stock and Spectrum became a wholly owned subsidiary of the Company. Since the closing date of the Spectrum transaction, Seatac advanced approximately $487,532 to the Company specifically to address payables (the “Advances”).  To date, the Advances have not been repaid. In order for Seatac to secure a first position for repayment of the Advances, the Company issued a Secured Demand Promissory Note dated December 16, 2010 for repayment of the Advances and any future advances made by Seatac (the “Note”). The Note, together with accrued interest at the annual rate of four percent (4%), is due in one lump sum payment on demand (the “Maturity Date”).  If the Company commits any Event of Default (as defined in the Note Purchase Agreement), the interest rate shall be increased to a rate of ten percent (10%) per annum, subject to the limitations of applicable law.  The Note Purchase Agreement contains a number of negative covenants with which the Company must comply so long as the Note remains outstanding. Such negative covenants include, but are not limited to, restrictions on the Company’s ability to (i) declare or pay any dividends or to purchase, redeem or otherwise acquire or retire any shares of the Company’s capital stock; (ii) create, incur or assume any lien or other encumbrance (with limited exceptions as set forth in the Note Purchase Agreement); (iii) create, incur or assume (directly or indirectly) any indebtedness (with limited exceptions as set forth in the Note Purchase Agreement); (iv) amend the Company’s Articles of Incorporation or Bylaws; and (vii) enter into any transactions with affiliates. As security for the Company’s obligations under the Note Purchase Agreement and Note, the Company pledged all of the capital stock of Spectrum pursuant to the terms of a Stock Pledge and Escrow Agreement dated December 16, 2010. Repayment of the Note is guaranteed by Spectrum and is secured by a blanket lien encumbering the assets of Spectrum.  On December 31, 2010, the Company amended the December 2010 Note to increase the principal amount to $543,531 to include additional advances

 
F-19F-23
 
 
AMHN,
THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20102011 AND 20092010

NOTE GH – PROMISSORY NOTES (Continued)OTHER ASSETS

Secured Promissory Notes to Seatac (Continued)
made by Seatac from September through November in the aggregate of $56,000, which amount was inadvertently not included in the initial principal amount disclosed. The foregoing descriptionOther assets consist of the Note, the Stock Pledge and Escrow Agreement, and related agreements is qualified, in entirety, by reference to each agreement, copies of which are attached as exhibits to the Current Report on Form 8-K filed on December 22, 2010, which exhibits are incorporated herein by reference.following:

Demand Promissory Note
  December 31, 
  2011  2010 
Prepaid consulting $71,689  $-0- 
Prepaid guaranty costs  8,826   -0- 
TOTAL OTHER ASSETS $80,515  $-0- 

NOTE I – NOTES PAYABLE

During 2009, an individuala non-affiliate business consultant (the “Consultant”) provided consulting services to the Company in the amount of $210,000 (the “Debt”). The Debt was to be paid through the issuance of restricted shares and shares issued pursuant to a Form S-8 to be filed by the Company. The Company subsequently determined that it would not file the Form S-8 and instead issued the individualConsultant a demand promissory note for $210,000 dated November 9, 2010 (the “November 2010 Note”) which was subsequently assigned to non-affiliate entities (the “Noteholders”). On April 18, 2011, the Company and the Noteholders agreed that in exchange for the forbearance of the Noteholders not to make demand for repayment of the November 2010 Note for a minimum of sixty (60) days, the Company would (i) cancel the November 2010 Note and (ii) issue two convertible promissory notes to the Noteholders in the principal amount of $105,000 each bearing interest at the rate of six percent (6%) per annum (the “Convertible Notes”). The Convertible Notes were due on demand any time after sixty (60) days from the date of issuance (the “Maturity Date”). At the option of the Noteholders, the Convertible Notes could be converted into shares of the Company’s Common Stock at any time after the Maturity Date at a fixed conversion price of $0.0105 per share. The Conversion Price was not subject to adjustment at any time for any future stock split, stock combination, dividend or distribution of any kind. On October 18, 2011, the Company and the Noteholders entered into Debt Conversion Agreements and converted the principal of the Convertible Notes into 20,000,000 shares of the Company’s Common Stock valued at $7,600,000. The transaction was recorded as debt settlement expense on the accompanying financial statements.

On March 1, 2011, the Company entered into a Demand Promissory Note with the Company’s then majority shareholder wherein the Company could periodically borrow funds to satisfy its operational requirements. Interest accrued at 20% per annum. On October 4, 2011, this Demand Promissory Note plus accrued interest totaling $170,152 was forgiven. The forgiveness of this related party debt was included in additional paid in capital on the accompanying financial statements.

On March 7, 2011, VitaMed entered into a Business Loan Agreement and Promissory Note for $210,000a $300,000 bank line of credit (the “Note”“Bank LOC”) for which the bank required a personal guarantee and cash collateral. Personal guarantees and cash collateral limited to $100,000 each were provided by Robert Finizio and John Milligan, officers of VitaMed, and by Reich Family Limited Partnership, an entity controlled by Mitchell Krassan, also an officer of VitaMed. The Bank LOC accrued interest at the rate of 3.020% per annum based on a year of 360 days and was due on March 1, 2012. The bank and VitaMed negotiated a one-year extension to the Bank LOC which was executed on March 19, 2012 (the “Bank LOC Extension”). The NoteBank LOC Extension accrues interest at the rate of 2.35% and is an unsecured and non-interest bearing.  The Note was subsequently assigned to an unaffiliated entity and remains unpaid as ofdue on March 1, 2013. At December 31, 2010 and as2011, the outstanding principle balance of the dateBank LOC was $300,000. In consideration for the personal guarantees and cash collateral, VitaMed issued VitaMed Warrants for an aggregate of this filing.
NOTE H – DISCONTINUED OPERATIONS
On July 1, 2010,499,998 Units (or Company Warrants for an aggregate of 613,713 shares pursuant to the terms of the 4% Secured Promissory Note (“April 2010 Note”), Seatac made demand for the aggregated amount of $925,885, including principal of $900,000 and interest through June 30, 2010.  On July 11, 2010, Seatac added a one-time late charge equivalent to six percent (6%) of the unpaid amount, or $55,553, bringing the amount payable and past due under the April 2010 Note to $981,438.  The Company’s obligation to repay the April 2010 Note is (i) secured by a pledge by the Company of all of the capital stock of the Company’s subsidiaries owned as of or acquired after the date of the April 2010 Note, pursuant to the terms of a Stock Pledge and Escrow Agreement dated April 1, 2010; (ii) guaranteed by the Company’s subsidiary, America’s Minority Health Network pursuant to a Guaranty Agreement dated April 1, 2010; and (iii) secured by a blanket lien encumbering the assets of the Company and the Company’s subsidiaries pursuant to Security Agreements dated April 1, 2010.
Payment of principal, interest and late charges under the April 2010 Note became past due, and as a result of the default, on July 30, 2010, Seatac informed the Company that it intended to exercise its remedies pursuant to which it may accept collateral in satisfaction of the Company’s obligations.  More particularly, Seatac stated that it intended to accept the following collateral in full satisfaction of the $981,438 due under the April 2010 Note:  (i) all rights, title and interest of AMHN in the 1,000 shares of common stock of America’s Minority Health Network, (ii) all rights, title and interest of AMHN in the mark “America’s Minority Health Network, Inc.” and the goodwill associated with such mark, and (iii) all books and records of America’s Minority Health Network held by AMHN (collectively, the “Collateral”).
Given the Company’s unsuccessful attempts to obtain additional financing or agree to alternative arrangements with Seatac, it agreed and consented to Seatac’s exercise of its remedies under the April 2010 Note and the foreclosure upon the Collateral.  As part of the agreement and consent, the Company and its Subsidiaries acknowledged that the Company and its Subsidiaries are in default in payment of principal, interest, and late fees under the April 2010 Note and related loan documents in the aggregate of $981,438, and that the debt is secured by a first priority security interest in all of the assets of the Company and its subsidiaries.  Accordingly, on July 30, 2010, the Company and Seatac sent joint

 
F-20F-24
 
 
AMHN,THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20102011 AND 2009
2010
 
NOTE HI – DISCONTINUED OPERATIONSNOTES PAYABLE (Continued)

instructionConversion Ratio). The ten-year Company Warrants vest at the rate of an aggregate of 76,714 shares per calendar quarter end and have an exercise price of $0.2444 per share. In the event that the Bank LOC is repaid prior to being fully vested, the Company Warrants will be reissued only for the number of shares vested through the date of repayment. At March 31, 2012, an aggregate of 306,867 shares will be vested thereunder.

On June 1, 2011, VitaMed sold Promissory Notes (the “VitaMed Promissory Notes”) in the aggregate of $500,000 with accompanying VitaMed Warrants to purchase an aggregate of 500,000 Units (or Company Warrants to purchase an aggregate of 613,718 shares pursuant to the escrow agent, pursuant to whichConversion Ratio). The VitaMed Promissory Notes earn interest at the escrow agent was instructed to transferrate of four percent (4%) per annum and were due at the stock certificate representing allearlier of (i) the six (6) month anniversary of the outstandingdate of issuance and (ii) such time as VitaMed received the proceeds of a promissory note(s) issued in an amount of not less than $1,000,000 (the “Funding”). Upon the closing of the Funding on July 18, 2011, as more fully described in the following paragraph, two of the VitaMed Promissory Notes in the aggregate of $200,000 were paid in full. By mutual agreement, the remaining VitaMed Promissory Notes in the aggregate of $300,000 were extended until the Closing of the Merger. On October 6, 2011, one of the VitaMed Promissory Notes for $50,000 was paid in full. By mutual agreement, VitaMed Promissory Notes in the aggregate of $100,000 were converted into 266,822 shares of America’s Minority Health Network being heldthe Company’s Common Stock at $0.38 per share, which represents fair value of the shares on the date of conversion. Other VitaMed Promissory Notes in escrowthe aggregate of $150,000 were extended to Seatac.March 1, 2012. At December 31, 2011, the outstanding principle balance of the VitaMed Promissory Notes was an aggregate of $150,000. As mentioned hereinafter in FOOTNOTE O – SUBSEQUENT EVENTS, two VitaMed Promissory Notes in the aggregate of $100,000 were further extended to April 14, 2012 and one for $50,000 was further extended to June 1, 1012. The ten-year Company Warrants have an exercise price of $0.4074 per share and none have been exercised.

On July 18, 2011, VitaMed sold two Senior Secured Promissory Notes (the “Secured Notes”) in the amount of $500,000 each and also entered into a trademark assignment with Seatac wherebySecurity Agreement under which VitaMed pledged all of its assets to secure the obligation. The Secured Notes bear interest at the rate of six percent (6%) per annum and are due on the one (1) year anniversary thereof. The Senior Secured Notes bear interest at the rate of six percent (6%) per annum and are due on the one (1) year anniversary of the date thereof. The Company may pay the Senior Secured Notes by delivering such number of shares of the Company’s Common Stock as shall be determined by dividing the outstanding principal then due and owing by the Company’s Share Price. For purposes of the Senior Secured Notes, the “Share Price” shall mean the lower of the most recent price at which the Company transferred all rights, titleoffered and interestsold shares of its Common Stock (not including any shares issued upon the exercise of options and/or warrants or upon the conversion of any convertible securities) or the five-day average closing bid price immediately preceding the date of conversion. At December 31, 2011, the outstanding principle balance of the Secured Notes was $500,000 each.

In September and October 2011, VitaMed sold Convertible Promissory Notes (the “VitaMed Convertible Notes”) in the mark “America’s Minority Health Network, Inc.”aggregate of $534,160. The VitaMed Convertible Notes earned interest at the rate of four percent (4%) per annum and were due December 1, 2011. On November 18, 2011, the Company and the goodwill associated with such mark.  The Company’s settlement with Seatac did not includeVitaMed Convertible Noteholders entered into Debt Conversion Agreements and converted the surrenderprincipal and accrued interest of Spectrum or the satisfactionVitaMed Convertible Notes into 1,415,136 shares of a trade payable to Seatac in the amount of $480,465.
As a result of this transaction, the Company’s financial statements have been prepared withCommon Stock at $0.38 per share which represents the resultsfair value of operations and cash flowsthe shares on the date of this disposed property shown as discontinued operations.  All historical statements have been restated in accordance with GAAP.  Summarized financial information for discontinued operations for the years ended December 31, 2010 and 2009 follows:conversion.
  Balances at 
  
December 31,
2010
  
December 31,
2009
 
Assets of discontinued operations      
 Cash $-0-  $41,901 
 Accounts receivable  -0-   10,569 
 Other current assets  -0-   14,237 
    Total current assets  -0-   66,707 
 Fixed assets, net  -0-   382,760 
 Intangible assets, net  -0-   382,333 
 Other assets  -0-   14,800 
    Total non-current assets  -0-   779,893 
    Total assets of discontinued operations $-0-  $846,601 
         
Liabilities of discontinued operations        
 Accounts payable $-0-  $138,860 
 Note payable  -0-   600,000 
 Accrued interest  -0-   8,856 
 Other current liabilities  -0-   105,699 
    Total current liabilities  -0-   853,415 
    Total liabilities of discontinued operations $-0-  $853,415 

 
F-21F-25
 
 
AMHN,
THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20102011 AND 2009
2010
 
NOTE H – DISCONTINUED OPERATIONS (Continued)
       
  
December 31,
2010
  
December 31,
2009
 
Operating revenues $60,645  $10,569 
Operating expenses:        
   Operating costs  81,084   43,152 
   General and administration  101,672   690,473 
   Sales and marketing  168,545   218,421 
   Depreciation and amortization  145,974   76,203 
       Total operating expense  497,275   1,028,249 
Other income and (expense)        
   Interest expense  (8,531)  (8,856)
       Total other income and (expense)  (8,531)  (8,856)
Loss from discontinued operations  (445,161)  (1,026,536)
Gain on disposal of discontinued operations  259,693   -0- 
Net loss from discontinued operations $(185,468) $(1,026,536)
The gain on disposal of discontinued operations in 2010 of $259,693 is comprised of: (i) $967,888 from the disposal of assets of the discontinued operations; (ii) $1,167,917 from the disposal of liabilities of the discontinued operations; and (iii) $59,664 representing the forgiveness of debt in exchange for 100% of the issued and outstanding shares of common stock of America’s Minority Health Network.
NOTE I – RELATED PARTIESNOTES PAYABLE (Continued)

During 2010,In November and December, 2011, the Company made payments to certain officers and directors or companies owned by officers and directorssold six-percent Promissory Notes for consulting services (not associatedan aggregate of $800,000 with their directorship) as follows: (i) $48,000 to a director who resigneddue dates of March 1, 2012. At December 31, 2011, the outstanding principle balance of the Promissory Notes was $800,000. As mentioned hereinafter in August 2010; (ii) $26,500 toFOOTNOTE O – SUBSEQUENT EVENTS, these Notes were paid in full on February 24, 2012 through the companyissuance of an officer who resigned in July 2010; (iii); $6,000 to an officers/directors who resigned in July 2010 and (iv) $55,000 to the company of an officer/director.  During 2010,Secured Promissory Notes.

In December 2011, the Company purchased content from a minority shareholder totaling $185,000 and atsold four-percent Promissory Notes for an aggregate of $100,000 with due dates of March 1, 2012. At December 31, 2010 owed that shareholder $245,000.2011, the outstanding principle balance of the Promissory Notes was $100,000. As mentioned hereinafter in FOOTNOTE O – SUBSEQUENT EVENTS, these Notes were further extended by mutual agreement to April 14, 2012.
During 2009, the Company made payments to certain officers and directors or companies owned by officers and directors for consulting services (not associated with their directorship) as follows: (i) $12,000 to a director; (ii) $12,500 to the company of an officer; (iii) $12,000 to an officers/directors; and (iv) $10,000 to a company owned by an officer/director.  During 2009, the Company purchased content from a minority shareholder totaling $410,000 and at December 31, 2009 owed that shareholder $60,000.

NOTE J – CHANGE OF CONTROLOTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

  December 31, 
  2011  2010 
Accrued payroll $227.477  $-0- 
Accrued vacation  68,438   24,208 
Other accrued expenses  128,473   90,998 
Dividends payable(1)
  41,359   -0- 
TOTAL OTHER CURRENT LIABILITIES $465,747  $115,206 
(1) In June 2008, the Company declared and paid a special dividend of $0.40 per share of common stock to all shareholders of record as of June 10, 2008. This amount reflects moneys remaining unclaimed by the certain shareholders.

NOTE K – RELATED PARTIES

Loan Guaranty

On December 17, 2010,March 7, 2011, VitaMed entered into a Business Loan Agreement and Promissory Note for a $300,000 bank line of credit (the “Bank LOC”) for which the Company experiencedbank required a change in control when shareholders owningpersonal guarantee and cash collateral. Personal guarantees and cash collateral limited to $100,000 each were provided by Robert Finizio and John Milligan, officers of VitaMed, and by Reich Family Limited Partnership, an entity controlled by Mitchell Krassan, also an officer of VitaMed. The Bank LOC accrued interest at the rate of 3.020% per annum based on a year of 360 days and was due on March 1, 2012. The bank and VitaMed negotiated a one-year extension to the Bank LOC which was executed on March 19, 2012 (the “Bank LOC Extension”). The Bank LOC Extension accrues interest at the rate of 2.35% and is due on March 1, 2013. In consideration for the personal guarantees and cash collateral, VitaMed issued VitaMed Warrants for an aggregate of 8,900,898499,998 Units (or Company Warrants for an aggregate of 613,713 shares pursuant to the Conversion Ratio). The ten-year Warrants vest at the rate of an aggregate of 76,714 shares per calendar quarter end and have an exercise price of $0.2444 per share. In the Company’s Common Stock (or 53.7% ofevent that the Company’s 16,575,209 outstanding shares) sold those sharesbank loan is repaid prior to an entity not previously affiliated withbeing fully vested, the Company or its shareholders.  Warrants will be reissued only for the number of shares vested through the date of repayment. At March 31, 2012, an aggregate of 306,867 shares will be vested thereunder.

 
F-22F-26
 
 
AMHN,THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20102011 AND 20092010

NOTE K – RELATED PARTIES (Continued)

Loans from Affiliates

The VitaMed Promissory Notes for an aggregate of $500,000 (see NOTE I -- NOTES PAYABLE) included an aggregate of $200,000 being issued to certain officers and directors of the Company. John Milligan, President and Director, and Dr. Brian Bernick, Director, were issued VitaMed Promissory Notes for $50,000 each. Reich Family LP, an entity controlled by Mitchell Krassan, Executive Vice President, and Fourth Generation Equity Partners, LLC (“Fourth Generation”), an entity controlled by Nick Segal, a director of VitaMed at the time of the issuance, were issued VitaMed Promissory Notes for $50,000 each. The VitaMed Promissory Notes bear interest at the rate of four percent (4%) per annum. On October 6, 2011, (i) principal and interest of approximately $50,696 under the Note to Reich Family LP was repaid, (ii) principal and interest of approximately $50,696 under the Note to Fourth Generation was converted into 133,411 shares of the Company’s Common Stock at $0.38 per share, and (iii) the due date for the VitaMed Promissory Notes to Mr. Milligan and Dr. Bernick was extended to March 1, 2012. As mentioned hereinafter in FOOTNOTE O – SUBSEQUENT EVENTS, the VitaMed Promissory Notes to Mr. Milligan and Dr. Bernick were further extended by mutual agreement to April 14, 2012.

The 4% Promissory Notes issued in the aggregate of $100,000 (see NOTE I -- NOTES PAYABLE) included one issued to Robert Finizio, Chief Executive Officer and Director, and one issued to John Milligan, President and Director, in the amount of $50,000 each.

Lock Up Agreements

As required by of the Merger Agreement, a Lock Up Agreement (“Agreement”) was entered into between the Company and security holders covering the aggregate of 70,000,000 shares of the Company’s Common Stock issued pursuant to the Merger or reserved for issuance pursuant to Company Options and Company Warrants. Each security holder agreed that from the date of the Agreement until eighteen (18) months thereafter (the “Lock-Up Period”), they would not make or cause any sale of the Company’s securities. After the completion of the Lock-Up Period, the security holder agreed not to sell or dispose of more than 2.5 percent (2.5%) of the aggregate Common Stock or shares reserved for issuance for Company Options and Company Warrants per quarter over the following twelve (12) month period (the “Dribble Out Period”). Upon the completion of the Dribble Out Period, the Agreements shall terminate.

Sales to Related Parties

During 2011 and 2010, the Company sold its products to Dr. Brian Bernick, a director of the Company, in the amounts of $20,669 and $25,269, respectively. At December 31, 2011 and 2010, $0 and $79, respectively, remained outstanding.

Agreements with Pernix Therapeutics, LLC

As previously mentioned the Company closed a Stock Purchase Agreement with Pernix on October 4, 2011. From time to time, the Company has, and will continue to, enter into agreements with Pernix in the normal course of business, which agreements are, and will be negotiated in, arms-length transactions. The President and largest shareholder of Pernix, Cooper C. Collins, was recently elected to serve on the Company’s Board of Directors.

F-27
THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010
NOTE L - BUSINESS CONCENTRATIONS

The Company purchases its products from several suppliers with approximately 95% and 93% coming from one supplier for the years ended ending December 31, 2011 and 2010, respectively.

NOTE M – COMMITMENTS AND CONTINGENCIES

The Company leases administrative and distribution facilities in Boca Raton, Florida pursuant to a forty-five month non-cancelable operating lease expiring in 2013. The lease stipulates, among other things, base monthly rents of $5,443 plus the Company’s share of monthly estimated operating expenses of $3,500 and sales tax. The lease contains one renewal option for an additional two-year period.

The rental expense related to this lease totaled $106,315 and $116,175 for the years ended December 31, 2011 and 2010.

As of December 31, 2011, future minimum rental payments are as follows:

Years Ending December 31,   
2012 $111,725 
2013  56,601 
2014  -0- 
2015  -0- 
Thereafter  -0- 
Total $168,326 

In December 2011, the Company paid approximately $245,000 to a non-affiliated third party for fees related to research and development of new products. The Company believes that it could incur additional related fees up to $950,000 in 2012.
 
SettlementNOTE N – RESTATEMENT OF 2010 AUDITED FINANCIALS
Subsequent to the filing of the Company’s Current Report on Form 8-K, Amendment 3 filed on December 9, 2011, the Company determined that an error was made in certain assumptions used in the Black-Scholes calculation to determine the fair value of options issued from inception through December 31, 2010.

For the year ended December 31, 2010, $363,750 was recorded as non-cash compensation on the audited financial statements of VitaMed.  The Company determined that the fair value should have been $177,601, an overstatement of $186,149.  The Company is restating sales, general and administration for the year ended December 31, 2010 to include the $186,149 reduction in non-cash compensation expense.

F-28
THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010
NOTE N – RESTATEMENT OF 2010 AUDITED FINANCIALS (Continued)
For the period from inception through December 31, 2010, $559,917 was recorded as non-cash compensation on the audited financial statements of VitaMed, of which $196,167 pertains to the period from May 13, 2008 (“Inception”) through December 31, 2009.  The Company determined that the fair value should have been $283,530, of which $105,929 pertains to the period from Inception through December 31, 2009, an overstatement of $276,387, of which $90,238 pertains to the period from Inception through December 31, 2009.  The Company is restating accumulated deficit for the year ended December 31, 2010 to include the $276,387 reduction for the year ended December 31, 2010 and the $90,238 reduction for the period from Inception through December 31, 2009.

The tables below summarize the impact of the restatements.

  As of 
  December 31, 2010 
  As Reported  As Restated 
       
Additional paid in capital $537,561  $261,174 
Accumulated deficit $(4,356,100) $(4,079,713)
         
  
For the Year Ended
December 31, 2010
 
  As Reported  As Restated 
         
Sales, general and administration $3,650,959  $3,464,810 
Total operating expense $3,739,144  $3,552,994 
Operating loss $(3,053,613) $(2,867,464)
Net loss $(3,053,613) $(2,867,464)

NOTE O – SUBSEQUENT EVENTS

Formation of New Subsidiary

On January 10, 2012, the Company formed a new wholly owned subsidiary, BocagreenMD, Inc., a Nevada corporation, for the purpose of selling certain of its products to select markets.

Issuance of Promissory Notes

Between January 2012 and February 10, 2012, the Company issued Promissory Notes for an aggregate of $700,000 (the “Notes”). The Notes bore interest at a rate of six (6%) per annum and were due on March 1, 2012. The Notes were repaid on February 24, 2012 through the issuance of Secured Promissory Note to SeatacNotes as outlined below.

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THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010

NOTE O – SUBSEQUENT EVENTS (Continued)

Issuance of Secured Promissory Notes
 
The Company

On February 24, 2012, TherapeuticsMD, Inc. (the “Company”) sold and Seatac entered into aissued Secured Promissory Notes (the “Notes”) to Steven G. Johnson (“Johnson”) and Plato & Associates, LLC (“Plato”) in the principal base amount of $1,358,014 and $1,357,110 respectively (the “Principal Base Amount(s)”) pursuant to the terms of that certain Note Purchase Agreement (the “Note Purchase Agreement”) of even date therewith. As consideration for the Notes, Johnson and Plato surrendered certain promissory notes previously issued a Secured Demand Promissory Note dated December 16, 2010by the Company in the principalaggregate amount of $487,532 for repayment$858,014 and $857,110 respectively (which sums include principle and interest through February 24, 2011) (collectively known as the “Prior Notes”). As a result of the Advancesforegoing the Company received an aggregate of $1,000,000 of new funding from Johnson and Plato. On March 23, 2012, each of Johnson and Plato loaned the Company an additional $500,000 under the Notes for an aggregate of $1,000,000.


The Principal Base Amount of each Note, plus any futureand all additional advances made by Seatacto the Company thereafter (the “Spectrum Note”“Aggregated Principal Amount”), together with accrued interest at the annual rate of six percent (6%), is due in one lump sum payment twenty-four (24) months from the date of issuance of the Notes (the “Maturity Date”). The Spectrum Note was subsequently amended to cover additional advances bringing the total principal amount due under the Spectrum Note to $543,531. As security for the Company’s obligations under the Note Purchase Agreement and Spectrum Note,the Notes, the Company entered into a Security Agreement of even date therewith and pledged all of its assets, tangible and intangible, as further described therein.

As an inducement for the capital stock of Spectrum pursuantPurchasers to lend additional funds to the terms of a Stock PledgeCompany as outlined therein on Schedule I to the Note Purchase Agreement, and Escrow Agreement dated December 16, 2010.  Repaymentfor the Purchaser’s leniency to, in essence, extend the maturity date of the Spectrum Note was guaranteed by Spectrum and secured by a blanket lien encumberingPrior Notes for an additional twenty-four month period, the assetsPurchasers, and/or assigns, received Company Warrant(s) to purchase an aggregate of Spectrum.
Seatac notified9,000,000 Shares. The Company Warrant(s) shall terminate on the Companydate that it intended to make demand for payment underis five (5) years from the Spectrum Note; however, the Company was unable to pay the Spectrum Note.  In an effort to satisfy the Note in full, Seatac and the Company: (i) acknowledged that the Company and Spectrum are unable to pay the aggregated principal and interest of $547,155 due to Seatac under the Spectrum Note which was secured by a first priority security interest in alldate of the assetsissuance of the Notes and shall have an exercise price of $0.38 per share. The Company is currently evaluating and quantifying the affect of the issuance of the Company and Spectrum; (ii) sent joint instruction toWarrants on its financial statements.

Extension and/or Payment of Promissory Notes

As previously mentioned herein, on June 1, 2011, VitaMed Promissory Notes in the escrow agent, pursuant to which the escrow agent transferred the stock certificate representing allaggregate of $500,000. The due date for three of the outstanding shares of Spectrum being held in escrow to Seatac; (iii) entered into a trademark assignment to transfer all rights, title and interestVitaMed Promissory Notes in the mark “Spectrum Health Network, Inc.”aggregate of $150,000 had previously been extended to March 1, 2012. Two of the VitaMed Promissory Notes were further extended to April 14, 2012 and the goodwill associated with that mark;other was further extended to June 1, 2012.

In November and (iv) entered into an Exclusive Licensing, Distribution and Advertising Sales Agreement wherein Seatac and Spectrum licensedDecember, 2011, the Company sold six-percent Promissory Notes for an aggregate of $800,000 with due dates of March 1, 2012. As mentioned hereinabove, these Notes were paid in full on February 24, 2011 through the issuance of Secured Promissory Notes to sell subscriptionsJohnson and Plato.

In December 2011, the Company sold four-percent Promissory Notes for an aggregate of $100,000 with due dates of March 1, 2012. These Notes were further extended by mutual agreement to and advertising spots onApril 14, 2012.

As previously mentioned herein, the Spectrum digital-media network.Bank LOC in the principle amount of $300,000 was extended until March 1, 2013.

F-30
THERAPEUTICSMD, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010

NOTE O – SUBSEQUENT EVENTS (Continued)

Approval of 2012 Stock Incentive Plan

On February 23, 2012, the Company’s Board of Directors adopted the 2012 Stock Incentive Plan, a non-qualified plan not requiring approval by the Company’s shareholders (“2012 SOP”). There are 10,000,000 shares authorized for issuance thereunder. No shares have been issued under the 2012 SOP.
 
Potential Acquisition

Election of Additional Directors

On February 29, 2012, the Company’s Board of Directors elected four additional individuals to serve as members of its Board of Directors, including: Samuel A. Greco, Cooper Collins, Robert V. LaPenta, Jr. and Nicholas Segal.

Issuance of Company Options

On February 27, 2012, the Company issued Company Options to Robert G. Finizio and John Milligan, officers and directors of the Company. The ten-year Company Options are for 300,000 shares each and have an exercise price of $2.20 per share. The Company previously disclosed that it was involvedOptions vest in negotiations regardingfull on February 27, 2013.

Approval of Committee Charters and Committee Appointments

On February 29, 2012, the Company’s Board of Directors (i) approved charters for each of the Audit Committee, Compensation Committee and Corporate Governance Committee, (ii) appointed members to each committee and (iii) named a potential acquisition.  At this time,Chair of each committee.

Members of the intended potential acquisition is not a viable opportunity; however,Audit Committee include Robert V. LaPenta, Jr., Samuel A. Greco and Nicholas Segal. Mr. LaPenta, Jr. will serve as Chair.

Members of the Compensation Committee include Cooper Collins, Robert G. Finizio and Nicholas Segal. Mr. Collins will serve as Chair.

Members of the Corporate Governance Committee include John C.K. Milligan, IV, Brian Bernick and Robert LaPenta, Jr. Mr. Milligan will serve as Chair.

Release of First Prescription Product

On March 1, 2012, the Company is continuinglaunched its first prescription prenatal vitamin,vitaMedMD™ Plus Rx,a single-dose product containing one prenatal vitamin tablet and one life’s DHA™ capsule.


Cancelation of Options

Between January 1, 2012 and March 24, 2011, Company Options for an aggregate of 5,000 shares were canceled due to explore potential acquisition candidates.
Change in Officers and Directors
In conjunction with the settlementexpiration of the Spectrum Note to Seatac, and immediately after the transferCompany Option or termination of the outstanding shares of Spectrum to Seatac, the Company’s sole officer and director, Robert Cambridge, resigned.  Upon his resignation, the majority shareholder owning 53.7% of the Company’s 16,575,209 outstanding shares, elected Jeffrey D. Howes as the Company’s sole officer and director to serve until the next annual meeting of shareholders or until his earlier termination or resignation.employee.
 
 
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