CodeSmartTM Holdings, Inc. (OTCQB:ITEN), with its subsidiary, The CODESMARTTM Group, Inc. (collectively, "CODESMART"), a premier ICD-10 education and solutions group that offers CODESMARTTM UNIVERSITY, its on-line education solution and customizable training solutions, issues the following letter to shareholders:

To: CODESMART Holdings, Inc. (ITEN) Shareholders From: Ira Shapiro, Chairman & CEO

Dear Shareholders:

First of all, I want to thank all of you for being investors in CODESMART and demonstrating your belief in our mission by becoming part of the CODESMART family. As many people know by now, ICD-10 presents a challenge that the healthcare industry must face as it is required for all covered U.S. health entities by October 1, 2014. In fact, it is often repeated that industry analysts believe that ICD-10 will exceed Y2K with respect to cost and impact.1 All healthcare providers and payers will be required to code utilizing the ICD-10 system of coding to replace ICD-9 which was developed in the 1970s and was constrained by the technology and knowledge of the time. ICD-10 expands the number of codes from approximately 14,000 to 76,000 and proper coding requires knowledge of biology, anatomy chemistry and other subjects totaling approximately 900 hours of training for new coders, approximately 250 hours of training for existing coders and approximately 10 hours of training for clinicians.

It has been an exciting start since we went public. While we are young as a public company, we have been three years in the making working with Florida International University to develop and deliver our ICD-10 curriculum and training. Already, CODESMART:

  • has been endorsed by AMERINET as the premier provider of ICD-10 services; and
  • has reached agreement with 70 accredited colleges and universities to white label the CODESMART UNIVERSITY® curriculum; and
  • is the featured solution according to the ICD-10 PlayBook of Health Information Management Systems Society ("HIMMS"), the largest national healthcare association.

We have established a footprint in the industry and a distribution for sales that we believe will support our sales and earnings forecasts. Supporting our seasoned management team, CODESMART is set to commence a direct marketing campaign through My Data Guru and The College Network, on September 4, 2013. We anticipate that this can result in an average of 1,500 to 2,000 student leads per month. Equally important, each of these partners provides an enrollment function for closing the leads and registering students. The College Network also has provided CODESMART and its students an option to finance their tuition over time to broaden our potential student base. Both of these organizations have a very successful track record in helping generate hundreds of new students monthly for other major on-line universities over the past decade. We believe that CODESMART's new coder program has no equal in the market today.

Revenue Development

As I write this letter to you, some very exciting new things are taking place as it relates to revenue growth.  We are now starting to feel the realization by providers that they will have to begin the transition to ICD-10 over the next few years and that this must happen now. According to Forbes Magazine and Ernst & Young, the opportunity is great because only 5% of physicians have started their ICD-10 training. Most hospitals and other healthcare facilities are very behind the curve as well. This is resulting in new contracts from providers for CODESMART and that means revenue begins to accelerate now. Our distribution channels are beginning to produce, and specifically, two of our major partners: Amerinet and Ciracet, are both very active and utilizing their large sales teams to promote CODESMART nationally. Just as an example, Amerinet already has produced over 30 letters of commitment from member healthcare facilities for utilization of CODESMART services.

If we continue on the track we are on, I believe we will achieve our revenue and profit goals that were previously disclosed for 2013 and beyond. We believe we have access to a large market of potential students which we estimate to be over 40 million people looking for careers at any given time. The challenge now will be for us to properly nurture the distribution relationships we currently have in place and making sure we continue to create a market presence and industry brand leadership as the superior education program in ICD-10 that we truly are.

The CODESMART team and I sincerely thank all of you for your support and we are looking forward to a very exciting and successful future together.

Best Regards,

Ira Shapiro Chairman & CEO

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995  

Certain written and oral statements made by the Company may constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Forward-looking statements are identified by such words and phrases as "we expect," "expected to," "estimates," "estimated," "current outlook," "we look forward to," "would equate to," "projects," "projections," "projected to be," "anticipates," "anticipated," "we believe," "could be," and other similar phrases. All statements addressing operating performance, events, or developments that either expect or anticipate will occur in the future, including statements relating to revenue growth, earnings, earnings-per-share growth, or similar projections, are forward-looking statements within the meaning of the Reform Act. Because they are forward-looking, they should be evaluated in light of important risk factors that could cause actual results to differ materially from anticipated results. The information provided in this document is based upon the facts and circumstances known at this time. The Company undertakes no obligation to update these forward-looking statements after the date of this release.

1 "Replacing ICD-9-CM with ICD-10-CM and ICD-10-PCS: Challenges, Estimated Costs, and Potential Benefits," Robert E. Nolan Company, October 2003, page 6; "ICD-10 Turning Regulatory Compliance into Strategic Advantage," Deloitte Center for Health Solutions, summer 2009.

CONTACT: Company Contact:
         Ira Shapiro
         Chairman and CEO
         The Codesmart Group, Inc.
         ishapiro@codesmartgroup.com
         646-526-7867
         
         Investor Contact:
         John Baldissera
         BPC Financial Marketing
         800-368-1217
         
         Media Contact:
         Jules Abraham
         JQA Partners, LLC
         jabraham@jqapartners.com
         917-885-7378