Current Report Filing (8-k)
October 22 2015 - 1:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of
1934
Date of Report (Date of earliest
event reported): October 5, 2015
MIT HOLDING, INC.
(Exact name of registrant specified
in charter)
Delaware |
|
333-13679 |
|
20-5068091 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
11835
WEST OLYMPIC BLVD, SUITE
1235E
LOS
ANGELES, CA 90064
(Address of principal executive
offices, including zip code)
(912) 925-1905
(Registrant's telephone number,
including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under
any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
4.02 Non-Reliance on Previously Issued Financial Statements
On
October 5, 2015, the Board of Directors of MIT Holding, Inc. (the “Company”) determined that the Company’s previously
issued unaudited and unreviewed consolidated financial statements for the periods from March 31, 2011 to June 30, 2015 should
no longer be relied upon.
On
February 4, 2011, MITRX Corporation (“MITRX”), a South Carolina corporation and subsidiary of the Company, executed
two stock purchase agreements, pursuant to which it acquired one hundred Percent (100%) of the issued and oustanding equity interests
of two companies: National Direct Home Pharmacy, Inc. (“NDHP”) and Palmetto Long Term Care Pharmacy, LLC (“Palmetto”).
There were no material relationships between the sellers, their owners, affiliates, officers or directors and MIT’s officers,
directors or affiliates.
On
September 20, 2011, MITRX closed on the sale of NDHP to TDT Investments Inc. for $110 cash and closed on the sale of Palmetto
to Pharmco Inc. in exchange for a $4,000,000 promissory note in favor of MITRX. The note provides for interest at 4% per annum
and was due and payable on September 30, 2013. A director of the Company is also a director of TDT Investments Inc. and Pharmco
Inc.
The
Company has been unable to access any and all financial records of Palmetto and NDHP for the purpose of perforning a financial
audit of the books beginning September, 2011 and thereafter. These records were intentionally withheld from MITRX by Smith Drug
Company, who we believe had a questionable unethical relationship with Palmetto and NHDP. Smith Drug Company has been in direct
and/or indirect control of Palmetto and NHDP and its operations, records, and data and still is at this time to the best of our
knowledge. This withholding of financial records by Smith Drug Company has damaged MIT Holding, Inc. and caused MITRX extensive
financial harm. Smith Drug Company has ignored and has refused to remedy these requests and demands. MIT Holding, Inc. is in ongoing
litigation with Smith Drug Company over other related issues.
The
$4,000,000 promissory note from Pharmco Inc. was reflected on the September 30, 2011 consolidated balance sheet at a fair value
of $4,000,000 and all subsequent consolidated balance sheets from December 31, 2011 to June 30, 2015 at a fair value of $400,000.
The Company intends to restate the September 30, 2011 consolidated financial statements and all subsequent consolidated financial
statements from December 31, 2011 to June 30, 2015 to reflect the $4,000,000 promissory note at a net realizable value of $0 (which
will increase the Company’s reported total stockholders’ deficiency at December 31, 2011 from $3,411,267 to $3,811,267,
and going forward).
The
Company’s senior management has discussed the matters disclosed in this Form 8-K Item 4.02 with Michael T. Studer CPA P.C.
(“Studer”), the Company’s independent registered public accounting firm, which Firm has not yet completed its
audits of the consolidated finanical statement for the years ended December 31, 2013 and December 31, 2014. Studer has advised
us that it has detected other errors reported in the unaudited and unreviewed financial statements contained in SEC periodic filings
for quarterly (Forms 10-Q) and annual (Forms 10-K) periods ended from March 31, 2011 to June 30, 2015. The exact amounts of the
errors and the effects on the consolidated financial statements, which are likely to have a significant negative impact on the
Company’s financial position at December 31, 2011 and its results of operations for the year then ended, and going forward,
have yet to be determined. Accordingly, Studer concurs with the Company’s filing of this Form 8-K to state that such financial
statements should no longer be relied on.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
October 22, 2015
|
MIT
HOLDING, INC. |
|
|
|
|
By: |
/s/
Tommy J. Duncan |
|
Name: |
Tommy J.
Duncan |
|
Title: |
President |