UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

o	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2010~~2011

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________________ to _______________

000-52621

(Commission file number)

Midas Medici Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	37-1532843
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

445 Park Avenue, 20th Floor

New York, New York 10022

(Address of principal executive offices)

(212) 792-0920

(Issuer's telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: none.

Securities registered pursuant to Section 12(g) of the Act: common stock, par value $0.001.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [_] 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 [_] No [X]

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or 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 pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in the definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or amendment to Form 10-K. Yes xNo o

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

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

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

~~The~~Aggregate ~~aggregate~~ market value of the voting ~~and~~stock ~~non-voting common equity~~ held by non-affiliates (based upon the closing sale price of $1.75 per share on the Over the Counter Bulletin Board) of the registrant as of June 30, ~~2010,~~2011: ~~was approximately~~ $127,~~628~~315,~~459~~789.

As of ~~March 30~~April 16, ~~2011~~2012, there were 710,~~394~~282,~~683~~ 532 shares of common stock outstanding.

MIDAS MEDICI GROUP HOLDINGS, INC.

Index

PART I.	FINANCIAL INFORMATION	Page Number
Item 1.	Description of Business	3
Item 1A.	Risk Factors	17
Item 2.	Properties	27
Item 1B.	Unresolved Staff Comments
Item 3.	Legal Proceedings	27
Item 2.	Properties	28
Item 4.	Removed and Reserved	27
Item 3.	Legal Proceedings	28
PART II.		27
Item 4.	Mine Safety Disclosures	28
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
PART II.		29
Item 6.	Selected Financial Data	28
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	29
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 6.	Selected Financial Data	30
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 8.	Financial Statements and Supplementary Data	31
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	32
Item 8.	Financial Statements and Supplementary Data	37
Item 9A.	Controls and Procedures	32
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	38
Item 9B.	Other Information	32
Item 9A.	Controls and Procedures	38
PART III.		33
Item 9B.	Other Information	38
Item 10.	Directors, Executive Officers, and Corporate Governance	33
PART III.		39
Item 11.	Executive Compensation	36
Item 10.	Directors, Executive Officers, and Corporate Governance	39
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	38
Item 11.	Executive Compensation	43
Item 13.	Certain Relationships and Related Transactions, and Director Independence	39
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	47
Item 14.	Principal Accountant Fees and Services	43
Item 13.	Certain Relationships and Related Transactions, and Director Independence	48
PART IV.		44
Item 14.	Principal Accounting Fees and Services	49
Item 15.	Exhibits and Financial Statement Schedules	44
PART IV.		50
SIGNATURES		45
Item 15.	Exhibits and Financial Statement Schedules	50
SIGNATURES		52

~~FORWARD~~SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (including the section regarding Management's Discussion and Analysis orof ~~Plan~~Financial ofCondition ~~Operation~~and Results of Operations) ~~contains~~and any documents incorporated by reference herein or therein may contain “forward-looking statements”. ~~regarding~~Forward-looking statements reflect our ~~business,~~current ~~financial~~view ~~condition~~about future beliefs, ~~results~~plans, ofobjectives, ~~operations~~goals ~~and~~or ~~prospects~~expectations. ~~Words~~When used in such asdocuments, ~~"expects~~the words “anticipate,"” ~~"anticipates~~“believe,"” ~~"intends~~“estimate,"” ~~"plans~~“expect,"” ~~"believes~~“future,"” ~~"seeks~~“intend,"” ~~"estimates"~~“plan,” or the negative of these terms and similar expressions, oras ~~variations~~they ofrelate ~~such~~to ~~words~~us ~~are~~or ~~intended~~our tomanagement, identify forward-looking statements. Such statements, include, but are not ~~deemed~~limited to, ~~represent~~statements anrelating ~~all-inclusive~~to ~~means~~our ofbusiness ~~identifying~~goals, ~~forward~~business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements asare ~~denoted~~based inon ~~this~~our ~~Annual~~current ~~Report~~expectations onand ~~Form~~assumptions 10regarding our business, the economy and other future conditions. Our actual results may differ materially from those contemplated by the forward-Klooking statements. ~~Additionally,~~They are neither statements ~~concerning~~of historical fact nor guarantees of assurance of future ~~matters~~performance. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events.

~~Although~~Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, a continued decline in ~~this~~general ~~Annual~~economic ~~Report~~conditions onnationally ~~Form~~and ~~10-K~~internationally; ~~reflect~~decreased ~~the~~demand ~~good~~for ~~faith~~our ~~judgment~~products and services; market acceptance of our ~~Management,~~products ~~such~~and ~~statements~~services; ~~can~~our ~~only~~ability beto ~~based~~protect onour ~~facts~~intellectual ~~and~~property ~~factors~~rights; ~~currently~~the ~~known~~impact byof any infringement actions or other litigation brought against us.; ~~Consequently,~~competition ~~forward-looking~~from ~~statements~~other ~~are~~providers ~~inherently~~and ~~subject~~products; our ability to ~~risks~~develop and ~~uncertainties~~commercialize new and ~~actual~~improved ~~results~~products and ~~outcomes~~services; ~~may~~our ~~differ~~ability ~~materially~~to ~~from~~raise ~~the~~capital ~~results~~to ~~and~~fund ~~outcomes~~continuing ~~discussed~~operations; changes in orgovernment ~~anticipated~~regulation; byour ~~the~~ability ~~forward-looking~~to ~~statements.~~complete ~~Factors~~customer ~~that~~transactions ~~could~~and ~~cause~~capital orraising ~~contribute~~transactions; toand ~~such~~other ~~differences~~factors in(including ~~results~~the ~~and~~risks ~~outcomes~~contained ~~include,~~in ~~without~~the ~~limitation,~~sections ~~those~~of ~~specifically~~this ~~addressed~~annual ~~under~~report ~~the~~entitled ~~heading~~“Risk ~~"Risks~~Factors”) ~~Facors"~~relating ~~below~~to our industry, asour ~~well~~operations asand ~~those~~results ~~discussed~~of ~~elsewhere~~operations inand ~~this~~any ~~Annual~~businesses ~~Report~~that onmay ~~Form~~be ~~10-K~~acquired by us. ~~Readers~~Should ~~are~~one ~~urged~~or ~~not~~more toof ~~place~~these ~~undue~~risks ~~reliance~~or onuncertainties ~~these~~materialize, ~~forward-looking~~or ~~statements~~should the underlying assumptions prove incorrect, ~~which~~actual ~~speak~~results ~~only~~may asdiffer ofsignificantly ~~the~~from ~~date~~those ofanticipated, ~~this~~believed, ~~Annual~~estimated, ~~Report~~expected, onintended ~~Form~~or ~~10-K~~planned. We file reports with the Securities and Exchange Commission ("SEC"). Our electronic filings with the United States Securities and Exchange Commission (including our Annual Reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to these reports) are available free of charge on the Securities and Exchange Commission’s website at http://www.sec.gov. You can also read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, ~~DC 20549~~DC20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

WeThe ~~undertake~~foregoing nofactors ~~obligation~~should tonot ~~revise~~be orconstrued ~~update~~as ~~any~~exhaustive ~~forward-looking~~and should be read together with the other cautionary statements included in ~~order~~this toannual ~~reflect~~report ~~any~~and ~~event~~other orreports ~~circumstance~~we ~~that~~have ~~may~~filed ~~arise~~or ~~after~~will file with the ~~date~~SEC ofand ~~this~~which ~~Annual~~are ~~Report~~incorporated onby ~~Form~~reference ~~10-K~~herein, ~~except~~including asstatements ~~required~~under bythe ~~law~~caption “Risk Factors” and “Forward-Looking Statements” in such reports. Factors ~~Readers~~or ~~are~~events ~~urged~~that could cause our actual results to ~~carefully~~differ ~~review~~may emerge from time to time, and ~~consider~~it ~~the~~is ~~various~~not ~~disclosures~~possible ~~made~~for ~~throughout~~us ~~the~~to ~~entirety~~predict all of ~~this~~them. ~~Annual~~We ~~Report~~cannot guarantee future results, ~~which~~levels ~~are~~of ~~designed~~activity, toperformance ~~advise~~or ~~interested~~achievements. ~~parties~~Except ofas ~~the~~required ~~risks~~by ~~and~~applicable ~~factors~~law, ~~that~~including ~~may~~the ~~affect~~securities ~~our~~laws ~~business,~~of ~~financial~~the ~~condition~~United States, ~~results~~we do not intend to update any of ~~operations~~the ~~and~~forward-looking ~~prospects~~statements to conform these statements to actual results.

Item 1. Description of Business

~~Recent Development~~Our Business

OnWe ~~February~~are ~~28,~~a ~~2011,~~global weprovider ~~completed~~of comprehensive information technology solutions to medium sized and large commercial enterprises and government institutions in the ~~acquisition~~United ofStates ~~Consonus~~and ~~Technologies~~Brazil. Our solutions comprise data center and cloud computing enabling hardware, ~~Inc~~software and services. Our ~~(“Consonus”)~~services ~~pursuant~~include tovirtualization, ~~the~~cloud ~~terms~~and ofmanaged ~~the~~services, ~~Agreement~~storage and ~~Plan~~archiving ofsolutions, ~~Merger~~smart ~~(the~~grid ~~“Merger~~services, ~~Agreement”)~~business ~~with~~process ~~Consonus~~outsourcing, and ~~MMGH~~data ~~Acquisition~~center ~~Corp~~services. As part of these services, ~~our~~we ~~wholly~~offer customized solutions for business continuity, back-~~owned~~up ~~subsidiary~~and ~~(the~~recovery, ~~“Merger~~capacity-on-demand, ~~Sub~~regulatory compliance and data center best practice methodologies as well as infrastructure as a service (“IaaS”) ~~dated~~and software as ofa ~~April~~service ~~30, 2010~~(“SaaS”). ~~Pursuant~~ toOur ~~the~~customers ~~Merger~~utilize ~~Agreement~~our ~~effective~~solutions ~~February~~to ~~28,~~optimize ~~2011,~~their ~~Merger~~current ~~Sub~~and ~~merged~~planned ~~with~~investments ~~and~~in ~~into~~IT ~~Consonus~~infrastructure and ~~Consonus~~data ~~became~~centers. We believe the breadth of our ~~wholly-owned~~service ~~subsidiary~~offering and our consultative approach to working with clients distinguishes us from other providers.

With the acquisition of Consonus on February 28, 2011, the merger was accounted for as a reverse merger and recapitalization which resulted in Midas Medici being the “legal acquirer” and Consonus the “accounting acquirer.

For additional information regarding Consonus, please refer to the S-4/A filed with the SEC on February 10, 2011 and the 8-K filed on March 4, 2011.

Consonus provides innovative data center solutions to medium sized and larger enterprises focused on virtualization, energy efficiency and data center optimization. Its highly secure, energy efficient and reliable data centers combined with its ability to offer a comprehensive suite of related IT infrastructure services gives it an ability to offer its customers customized solutions to address their critical needs of data center availability, data manageability, disaster recovery and data center consolidation, as well as a variety of other related managed services.

Consonus’ data center related services and solutions primarily enable business continuity, back-up and recovery, capacity-on-demand, regulatory compliance (such as email archiving), virtualization, cloud computing, data center best practice methodologies and software as a service. Additionally, it provides managed hosting, maintenance and support for all of its solutions, as well as related consulting and advisory services. For a more detailed discussion of Consonus Business, please see section titled “Consonus Business” beginning on page 8 of this Annual Report.

Overview

We are a clean energy company that provides services to utilities and others to further the development of the electric grid. The electric grid is the entire infrastructure available to generate, transmit, and distribute electricity to end users. We define the “Smart Grid” as the electrical grid, enhanced by a full spectrum of technologies and solutions designed to make it function more efficiently, reliably and securely. We believe the Smart Grid will enable consumers to make smarter decisions about electricity consumption, helping curb the rising demand for electricity while reducing their carbon footprint.

InWe ~~much~~have ~~the~~developed ~~same~~an ~~way~~infrastructure that ~~technological~~enables ~~advances~~us into ~~microprocessors,~~deliver ~~power~~our ~~electronics~~IT solutions and ~~the~~services ~~internet~~agnostic ~~revolutionized~~as ~~the~~to ~~telecommunications~~technology ~~industry,~~platform weand ~~believe~~location ~~that~~through ~~technological~~a ~~advances~~flexible, ~~are~~customer-focused ~~transforming~~delivery ~~the~~model ~~traditional~~which ~~electrical~~spans ~~grid~~three ~~into~~data acenter ~~“Smarter~~environments: ~~Grid”~~customer-owned, co-location, and ~~significantly~~the ~~improving its capabilities~~cloud. ~~Key~~By ~~elements~~optimizing ofour ~~the~~customer’s ~~Smart~~use ~~Grid~~of ~~include~~secure, ~~the ability to: introduce clean~~ energy ~~sources~~efficient ~~into~~and ~~the~~reliable ~~grid;~~data ~~transmit,~~centers ~~store~~combined ~~and~~with ~~analyze~~a ~~data~~comprehensive ~~along~~suite ~~the~~of ~~grid;~~related ~~communicate~~IT ~~information~~infrastructure ~~between~~services, ~~all~~we ~~segments~~are ofable ~~the~~to ~~grid;~~offer ~~automate~~our ~~certain~~customers ~~functions~~highly ofcustomized ~~the~~solutions ~~grid~~to ~~using~~address ~~advanced~~their ~~control~~critical ~~systems~~needs ~~and~~of ~~devices;~~data ~~and~~center ~~reduce~~availability, ~~the~~data ~~carbon~~management, ~~footprint~~data ~~using~~security, ~~various~~business ~~products,~~continuity ~~processes~~disaster recovery and ~~services~~data ~~for~~center ~~remote~~consolidation, ~~demand~~as ~~management~~well ~~and~~as ~~ensuring~~a ~~affordability~~variety of ~~electrical~~other ~~power~~related managed services.

InWe ~~October~~serve ~~2008~~clients across multiple industry verticals including financial services, ~~the~~government, Umanufacturing, pharmaceutical, telecommunications, technology, education, utilities, healthcare and consumer goods.S. ~~Department~~Some of ~~Energy~~our ~~released~~larger acustomers ~~study,~~in “the US include The ~~Smart~~International ~~Grid:~~Monetary AnFund, ~~Introduction”~~Freepoint Commodities, inState ~~which~~of itNorth ~~estimated~~Carolina, ~~that~~Avaya ~~for~~and ~~the~~Schooldude.com, ~~past~~and 20some ~~years,~~of ~~demand~~our ~~growth~~larger ~~has~~customers ~~exceeded~~in ~~supply~~Brazil ~~growth~~include byCia ~~25%~~De ~~per~~Tecno ~~year.~~Da AsInfor aDo ~~result~~Est MG-Prodemge, ~~power~~Banc ~~outages~~Do ~~are~~Brasil ~~estimated~~SA, toCemigDistribuicao ~~cost~~SA, ~~U.S.~~Banco ~~businesses~~Central ~~$100~~Do ~~billion~~Brasil ~~per~~and ~~year,~~MG ~~with~~Secretaria ~~41%~~De ~~more~~Estado ~~power~~De ~~outages~~Fazenda. inIn ~~the~~addition ~~second~~to ~~half~~our oftraditional ~~the~~IT ~~1990s~~services ~~than~~and insolutions we offer specialized solutions for the ~~first~~utility ~~half~~industry. Utilipoint, ~~Smart~~our ~~Grid~~utilities ~~enhancements~~focused ~~will~~offering, ~~ease~~currently ~~congestion~~provides energy industry consulting services and ~~increase~~proprietary ~~utilization~~research. Our ofhighly ~~generating~~experienced ~~capacity,~~consultants ~~sending~~leverage ~~between~~direct ~~50%~~industry experience to advise utilities on smart metering strategy and ~~300%~~implementation, ~~more~~asset ~~electricity~~valuation, ~~through~~energy ~~the~~trading, ~~existing~~meter-to-cash ~~electrical~~processes, ~~grid~~and data analytics.

~~Through~~We ~~our~~currently ~~wholly~~serve customers in the United States and Brazil. Our partner data centers are located in in Sao Paulo Brazil, Cary, NC, Charlotte, NC, Orlando, FL, Winston-~~owned~~Salem, ~~subsidiary~~NC, ~~Utilipoint~~Totowa, weNJ, ~~provide~~Indianapolis, ~~energy~~IN, ~~industry~~and ~~consulting~~Salt Lake City, UT. Our strategy is to grow our business both organically via new customer acquisitions and cross-selling of existing services, and ~~proprietary~~via ~~research~~acquisitions in ~~seven~~key ~~practice~~growth areas, ~~that~~focusing ~~encompass~~on ~~the~~markets ~~entire~~such ~~energy~~as ~~and~~data ~~utility~~analytics, ~~value~~data ~~chain~~security, ~~including:~~utility IT, and software solutions.

~~§ Smart~~Midas ~~Meter~~Medici ~~Deployment~~Operating ~~– 1) research and consulting focused on more effective deployment of smart meters to customers, and 2) efficient management of data traffic between end-users and providers of electricity;~~Footprint

§ Energy Investments & Business Planning –investment decision support to utilities and investment firms;

§ CommodityPoint –research and advisory services designed to assist commodities traders to manage trading risk;

§ Meter-to-Cash –independent research and consulting services applied to the utility-customer cash cycle from when a meter is read to the point cash is received;

§ Pricing & Demand Response –design mechanisms for utilities and their regulators to for setting electricity rates;

§ Public & Regulatory Issues Management –regulatory, legal and policy support services for issues associated with the generation, transmission and distribution of electricity; and

§ The Intelligent Project – highly structured, issue-focused research and executive forums to assist executives in analyzing customer related issues associated with the “Smart Grid”.

Founded in 1933, Utilipoint built its brand name in the power utility industry by supplying market data intelligence to major US utilities spanning the entire market segment from generation to consumption. Today, Utilipoint is a full service energy-focused consulting firm, providing independent research-based information, analysis, and consulting to energy companies, utilities, investors, regulators, and industry service providers alike.

In addition, we host annual conferences in the US and Europe targeted to our client base to discuss topical issues in the clean energy and Smart Grid sector. These conferences bring together key energy industry participants such as regulators, business executives, policy makers, and investors serving the energy industry. Our flagship US annual conference attracted approximately 200 participants in 2008. Our second annual European conference attracted approximately 100 participants in 2008. Our clients include utilities, investors, regulators, and energy industry vendors and service providers both domestically and internationally.

According to the International Energy Agency’s World Energy Outlook 2008, electric power infrastructure will require cumulative worldwide investment of over $13.6 trillion (in 2007 dollars) in 2007-2030, or 52% of the total electrical infrastructure needed. On a national level, and according to the Brattle Group, investment totaling approximately $1.5 trillion will be required between 2010 and 2030 to pay for grid infrastructure in the United States. We believe we are well positioned to benefit from the unprecedented investment in the power sector, worldwide.

Our Clients and Contracts

In 2010, we had 120 clients and seventy-three percent of total 2010 revenue, or $822,539 were generated from returning customers and $ 300,601 from new customers. Our clients are international, with representation stretching across North America, South America, Europe, Asia, Africa, Australia and the Middle East. We are active in sectors including utilities, investors, regulators, and energy industry service providers such as vendors to utilities, both domestically and internationally. These industries include companies such as General Electric, Electronic Data Systems (EDS), SAP, Eskom Holdings, Union Fonesa SA, ICAP Energy, International Power, Alliance Data and several other blue chip utility companies. For the years ended December 31, 2010 and 2009, one and two customer(s) accounted for 10% and 25% of revenue for the year ended December 31, 2010 and 2009, respectively. As of December 31, 2010 and 2009, three customers accounted for approximately 33% and 51% of the total outstanding net accounts receivable, respectively.

We currently have a variety of contractual arrangements with our clients, which include:

~~Fixed-Price~~Market ~~Contracts~~Focus

~~Fixed~~We ~~price~~are ~~contracts~~focused ~~are~~primarily ~~projects~~on ~~where~~underserved markets for IT services and solutions where we can best leverage the breadth of our capabilities. We focus on medium sized commercial enterprises and government institutions in markets where a local presence, broad resources, and thought leadership are ~~provided~~scarce. atWe anhave ~~agreed~~been able to ~~price~~effectively differentiate ourselves from our competitors and are positioned for ~~defined~~continued ~~deliverables~~growth in these markets. In the United States, we are focused on markets on the East Coast of the United States with a high concentration of medium sized businesses and are expanding into targeted regions within the Southwest, Midwest and West Coast. In Brazil, we are a national IT services provider and have an established and growing presence in a market which is experiencing higher than average growth rates in IT services spending in both the public and private sector.

~~Bundled~~The ~~Service~~Medium ~~Agreements~~Sized Enterprise Market

~~Bundled~~We ~~Service~~focus ~~Agreements~~on medium sized and large commercial enterprises located in under-served geographic markets, which Gartner defines as companies with 100 to 1,000 employees. We focus on medium sized businesses that generate approximately $50 million and $1 billion in annual revenues, or ~~BSAs~~companies, ~~are~~as ~~packages~~well as regional and departmental-level offices of large enterprises that satisfy these criteria. Overlaying this definition with internal market analysis of our geographic reach, we believe there are approximately 200,000 medium sized businesses that could potentially require our IT services. To effectively compete, many medium sized businesses have become reliant on sophisticated IT infrastructure that, ~~clients~~in ~~subscribe~~the topast, has been typically ondeployed anat ~~annual~~larger ~~basis~~enterprises. ~~The~~ ~~services~~However, ~~typically~~managing, ~~include~~monitoring, administering, and maintaining a ~~combination~~sophisticated IT infrastructure can rapidly deplete the limited resources of medium sized businesses. These complex and growing demands necessitate a closer relationship with solution-oriented technology providers. In addition, we enjoy scale and negotiating leverage through our vendor relationships that give medium sized businesses access to comprehensive IT solutions that could not be replicated internally at the ~~following:~~same cost.

•Market ~~Access to subject matter experts as needed, by telephone;~~Trends

•We ~~Discounted~~view ~~fees~~the North American and Brazilian markets for ~~Utilipoint~~IT ~~events;~~services and solutions and managed services as highly fragmented with no single dominant player. Specifically, we believe the industry includes small regional providers serving the small and medium size business market, and a limited number of national and multi-national providers that serve larger enterprise clients.

•We ~~Advertising~~believe ~~space~~there is a growing trend to outsource managed services and IT infrastructure to third-party providers. We expect this trend to remain healthy for the foreseeable future. In particular, we believe that small and medium size businesses face significant challenges in trying to deliver these services on their own because of constraints related to technical expertise and cost. We believe that outsourcing these functions will allow organizations to focus capital and personnel resources on their core business operations, as opposed to IT infrastructure. We believe that the ~~IssueAlert®~~growth ~~e-publication;~~in cloud and on demand computing, virtualization, increasing data management requirements, and energy efficiency in technology will be positive drivers of growth in the industry.

• One to three reports and/or whitepapers on industry topics; and

• Briefings on industry trends and research findings

BSAs also include annual memberships in the Advanced Metering Infrastructure and Meter Data Management (“AMI MDM”) forum and corporate contracts. The AMI MDM forum is designed for electric, water, and/or gas utilities, regulators, utility governing boards, ISOs (Independent System Operators), and consumer advocacy groups to come together and discuss meter data management successes, problems, issues, interfaces and best practices. Corporate contracts are characterized by an annual contract for a pre-defined amount of market research hours. Clients of this service receive access to Utilipoint’s directory and InfoGrid products. The primary service is the block of hours purchased.

Time and Materials Contracts

Time and material contracts are services billed at a set hourly rate. Project related expenses are passed through at cost to clients. Normally, we invoice our clients on a monthly basis.

Our Services

Smart Meter Deployment

Our Smart Meter Deployment practice provides market research, consulting and project management services to utilities, regulators, and vendors deploying smart meter technology in the marketplace. We work with utilities to help manage smart meter pilot programs and technology implementations by managing all elements of the service offering including: program design, vendor selection, project planning and meter data management and data analysis.

As an example of our Smart Meter Deployment services, we are currently managing a residential smart meter installation and smart meter pricing pilot, where 1,400 end users will use a combination of technology and innovative rate pricing structures to reduce electricity usage. The pilot was sponsored by the local public utility, the State’s Public Utilities Commission, and a consumer advocate group. We believe it is the first in the world to test smart metering with three different advanced residential rate options.

Energy Investments & Business Planning

Our Energy Investments practice provides business planning and market studies, and helps refine business plans for companies looking for external funding, acquisition opportunities, and investment decision support. Our consultants and analysts have an understanding of the regulatory considerations impacting investment in the sector and unique strategy modeling and investment decisions support capabilities. We also work with investor groups, venture capital and private equity firms on independent analysis of investment opportunities.

As an example of our business planning services we were hired by a local utility company in Washington to advise on an upcoming public vote on whether to form a new electric utility. Our assignment included performing asset and business valuations, economic and engineering feasibility studies and presentations of the results in numerous public forums. We believe our involvement helped to successfully mitigate the requirement for additional capital investment by the client.

CommodityPoint

Our CommodityPoint practice provides expert information, independent research, market studies, consulting and analyst services in the area of energy trading, transaction and risk management. We believe that our practice professionals are acknowledged and accomplished experts in their field and are relied upon by our clients to provide unambiguous and independent advice and information.

~~Our~~We ~~CommodityPoint~~believe ~~practice~~our ~~recently~~ability ~~released~~to ~~its~~offer ~~2010 Non-Energy TRM Vendor Perceptions Study report. The CommodityPoint TRM Vendor Perception study is repeated every two years and represents~~ a ~~view~~comprehensive suite of ~~how~~IT ~~users~~services and ~~prospective~~solutions ~~buyers perceive the market landscape. We believe that by capturing a representation of user~~ and ~~buyer~~managed ~~perceptions~~services ~~about~~provides ~~the~~us ~~vendors~~with inan ~~the~~important ~~space~~competitive ~~much~~advantage ~~can~~to becapitalize ~~learned~~upon ~~regarding market maturity and~~ the ~~overall~~growing ~~evolution~~trend of ~~TRM~~IT ~~software.~~outsourcing ~~This~~within ~~study was conducted during~~ the ~~first~~small ~~quarter~~to ofmedium ~~2010~~business ~~and represents user and buyer views as of the close of 2009~~segment.

~~Meter-~~Our IT services and solutions are positioned to take advantage of significant macro-~~Cash~~economic trends that directly impact the data center market. These include but are not limited to:

Our Meter-to-Cash practice provides expert information, independent research, market studies, consulting and analyst services in the areas of customer care, customer information systems and customer relationship management. Our professionals are relied upon by our clients to provide unambiguous and independent advice and information. Our Meter-to-Cash clients include utilities, cooperatives, municipals, technology vendors, software vendors and regulatory agencies.

·	The emergence of “cloud” computing which is estimated to grow at 27.4% compound annual growth rate (“CAGR”) from 2009 to reach to a $56 billion global market by 2014 according to International Data Corporation (IDC), a provider of technology market intelligence and research.
·	The trend of businesses outsourcing components of their IT infrastructure and business processes to third party providers.

As· anThe ~~example~~development of ~~our~~more ~~Meter-to-Cash~~energy ~~services,~~efficient ~~the~~solutions ato ~~Canadian~~address ~~Public~~the ~~Utility~~dramatic ~~Commission,~~increase ~~ordered~~in aenergy ~~collaborative~~consumption ~~process to benchmark gas~~ and ~~electric customer care and billing using Utilipoint’s database. As a result,~~ the ~~Commission~~required ~~was~~data ~~able~~center toinfrastructure ~~use~~enhancements ~~the study results~~ to ~~set~~accommodate ~~gas~~such ~~and electric rates~~demand.

~~Pricing~~In &addition, ~~Demand~~we ~~Response~~expect growth in this market to remain robust, as increasingly stringent regulatory requirements in North America may lead to significant loss of revenue and credibility resulting from unannounced downtime which may force businesses to invest in highly secure and reliable products and services such as those offered by us.

Our pricing and demand response practice provides electricity market design and pricing services to electricity market stakeholders. Our clients include independent system operators, utilities, competitive load serving entities, demand response program providers, state and federal regulatory agencies, and businesses and investors with an interest in the design and operation of electricity markets.Solutions

AsWe anare ~~example~~a provider of ~~these~~comprehensive IT infrastructure services, ~~the~~and ~~Energy~~solutions ~~Policy~~and ~~Act~~managed ofservices ~~2005~~to ~~mandated~~medium ~~demand~~sized ~~response~~and aslarge ~~the~~commercial ~~official~~enterprises ~~policy~~and ofgovernment institutions in the United States and Brazil. We Ongenerate ~~behalf~~revenues through services fees that include both one-time payments as well as long term maintenance contracts that provide a stable and growing recurring revenue stream. Our team of ~~the~~highly ~~Federal~~skilled ~~Energy~~and ~~Regulatory~~certified ~~Commission,~~consultants orenables ~~FERC,~~us weto ~~surveyed~~quickly ~~over~~identify 3IT infrastructure challenges,~~000~~ ~~utilities~~improve inbusiness ~~the~~processes ~~United~~and ~~States~~deliver comprehensive IT infrastructure services and ~~performed~~solutions ~~analysis~~for ~~that~~our ~~contributed~~clients. Our technical staff members have an average of 12 years of industry experience. Our deep experience in the data center market enables us to deliver a ~~FERC~~comprehensive ~~Staff~~set ~~Report~~of ondata ~~Demand~~center ~~Response~~services. We provide innovative IT and ~~Smart~~data ~~Metering~~center ~~published~~services inand ~~2006~~solutions focused on cloud and ~~2008~~managed services, data center services, virtualization, storage, business process outsourcing and ~~sent~~smart togrid. ~~Congress~~We asprovide anour ~~update~~solutions onand ~~progress~~services onat ~~Smart~~(i) ~~Grid~~the ~~related~~customer’s ~~issues~~data ~~including~~centers, ~~demand~~(ii) ~~response~~in a partner data center; and ~~advanced~~(iii) ~~metering~~in ~~initiatives~~a virtual/shared data center in the “cloud”.

~~Public~~Our &key ~~Regulatory~~service ~~Issues~~and ~~Management~~solutions areas include:

~~Our~~Cloud ~~Public~~and &Managed ~~Regulatory~~Services: We ~~Issues~~provide ~~Management~~high ~~practice~~available, ~~has~~secure data center facilities offering a 25comprehensive spectrum of co-~~year~~location ~~track~~and ~~record~~hosting services for our clients' IT infrastructure. Our suite of ~~working~~managed ~~with~~services ~~utilities~~provide a single-source solution for all data center needs and enables our clients to ~~manage~~utilize ~~potentially~~our ~~controversial~~specialized ~~public,~~technical ~~regulatory~~knowledge and benefit from reliable, uninterrupted services. We offer a solution that enables software developers and ~~legal~~other ~~issues~~technology providers to offer access to their software application to end users via the Internet. We ~~believe~~include ~~that~~the ~~with~~design, ~~our~~procurement, ~~assistance~~implementation, ~~utilities~~hosting, ~~can~~and ~~enhance~~management ~~public~~of ~~trust~~the underlying infrastructure for a recurring fee, ~~and~~allowing ~~improve~~our ~~communications~~customers ~~with~~to focus on their core competencies. We also offer a fully managed desktop infrastructure as a service, often using virtualization technology, enabling customers to outsource ownership and ~~the~~management ~~public~~of their desktop infrastructure. Our staff offers 24 hour, 7 day a week (“24x7”) maintenance and support services, including mission-critical service to routine maintenance tasks.

AsData anCenter ~~example,~~Services: We inpartner ~~2008,~~with ~~Utilipoint~~third ~~was~~party ~~hired~~data center operators in order to ~~design~~provide aco-location ~~public~~space ~~outreach~~for ~~process~~our ~~including~~clients ~~documentation~~in ofboth the ~~project~~United ~~for~~States ~~public~~and ~~use~~Brazil. inWe ~~connection~~maintain the customer relationships, provide technical support and maintenance services, and commit to specific service level agreements (“SLAs”) with aour ~~proposed~~customers. We ~~nuclear~~also ~~plant~~offer additional services and solutions focused on the ~~associated~~data ~~200~~center, ~~miles~~including ofdisaster ~~new~~recovery ~~transmission~~and ~~facilities~~planning, regulatory compliance, operational and energy efficiency, document retention, file archiving and storage, and data loss prevention, and data center consolidations, relocations and migrations. ~~The~~Our ~~project~~strategic ~~was~~relationships ~~approved~~with byour ~~state~~vendors ~~regulators~~enable us to provide our clients with noa ~~organized~~comprehensive ~~public~~range ~~opposition~~of hardware and software products, including server, storage, network and virtualization technology.

~~The~~Virtualization: We ~~Intelligent~~offer ~~Project~~a comprehensive set of services designed to help our customers realize the benefits of virtualization in their computing environments. We provide services focused on assessing the current environment, ~~LLC~~deployment of virtualization technology, setting corporate IT strategy, IT optimization, building and implementing operational best practices, cost management, and providing capacity management solutions.

~~The~~Storage ~~Intelligent Project, LLC helps clients address~~ and ~~understand~~Archiving ~~issues~~Solutions: Our ~~related~~Secure toArchiving ~~the~~for ~~end user elements of~~ the ~~Smart~~Enterprise ~~Grid,~~(SAFETM) ~~including~~service ~~customer~~enables ~~focused~~archiving ~~research~~of ~~and~~any ~~access~~kind toof ~~experts~~unstructured indata ~~various customer experience disciplines~~(e. ~~Management~~g. ~~believes~~documents, ~~that~~images, ~~Utilipoint’s acquisition of The Intelligent Project~~multi-media, ~~LLC~~and inspreadsheets) ~~July 2009 positions us~~ to beits aremote ~~leader~~secure, inhigh-availability ~~dealing~~data ~~with~~center ~~Smart~~for ~~Grid~~safe ~~customer-related issues~~keeping. ~~The~~Files ~~Intelligent~~are ~~Project~~indexed ~~brings~~and ~~together~~immediately ~~power~~retrievable ~~industry executives~~ with ~~executives~~no ~~from~~end ~~other~~user ~~industries~~training ~~where~~or ~~significant~~specialized ~~customer~~software ~~transformation~~required. ~~has~~Additional ~~occurred,~~features ~~such~~in asSAFE ~~telecommunication,~~include ~~financial~~e-discovery ~~services~~support and ~~retail~~email ~~industries where technology and regulations have transformed the customer experience to expose the power industry to events that reshaped other sectors of the economy~~tracking.

Acquisition of the Intelligent Project, LLC

On July 1, 2009, Utilipoint acquired a 60% interest in IP. Prior to the acquisition, IP was controlled by KLI IP Holding, Inc., which held a 75% interest in IP. KLI IP Holding, Inc. is controlled by Nana Baffour, our CEO, and Johnson Kachidza, our President, who held an aggregate 60% interest in KLI IP Holding, Inc.

IP was founded on March 10, 2009, by KLI IP Holding, Inc. and David Steele, the former president of Utilipoint and former President of a predecessor KLI portfolio company. Nana Baffour was the managing member of IP prior to the acquisition by Utilipoint. IP’s management committee consisted of Nana Baffour, Johnson Kachidza, David Steele and Ken Globerman, an employee of Knox Lawrence International, LLC. Prior to the acquisition, David Steele, a managing director of IP was also a senior managing director of Utilipoint. From inception to when IP was acquired by Utilipoint, its operations were funded through loans from Knox Lawrence International, LLC which are evidenced by a 5%, $108,969 note issued by IP to KLI IP Holding Inc., which matures on June 30, 2012.

Prior to the acquisition of IP, Utilipoint was controlled by UTP International, LLC (“UTPI”), which held a 51% interest in Utilipoint. UTPI is a wholly owned subsidiary of KLI, in which Nana Baffour, our CEO and Johnson Kachidza, our President, held an indirect controlling interest.

~~Nana~~Business ~~Baffour,~~Process ~~our~~Outsourcing: We ~~CEO~~offer ~~and~~a ~~Johnson~~comprehensive ~~Kachidza,~~suite of business process outsourcing services which enables our ~~President~~customers ~~were~~to ~~directors~~cost-effectively ofoutsource ~~Utilipoint~~select ~~since~~business ~~August~~functions ~~2007.~~to Mrus. We ~~Baffour~~provide ~~became~~an ~~Chairman~~outsourced service desk function, providing end user support for IT related service issues. Utilizing state of ~~Utilipoint's~~the ~~board~~art insoftware, ~~August~~personnel ~~2007~~and IT infrastructure, we enable customers to outsource their help desk function while delivering superior service levels to end users. In ~~August~~select ~~2009~~cases, ~~after~~our ~~the~~highly ~~closing~~trained ofpersonnel are deployed at our clients sites in order to provide on-site support for IT and data center infrastructure we would have deployed at the ~~merger~~client site. Increasingly, Mrwe have been developing and deploying solutions that utilize off-shore resources in a fully integrated package solution to for our clients. For ~~Baffour~~example, ~~was~~our ~~appointed~~Cimcorp assubsidiary is provding a complete turn-key solution to manage all of the ~~CEO~~communications infrastructure for the state of ~~Utilipoint~~Minas Gerais in Brazil. Out team has deployed and continues to manage all of the Voice over IP telephony and network infrastructure for this large state government.

InSmart ~~connection~~Grid ~~with~~Services: We provide strategic consulting to the IPutility ~~acquisition,~~industry under our Utilipoint ~~entered~~brand. We ~~into~~provide expert information, independent research, market studies, consulting and analyst services in the ~~following~~areas ~~agreements~~of customer care, customer information systems (CIS) and customer relationship management. We offer customized consumer energy products focused on billing including SetYourBill (SM), WeatherProof Bill®: fixed bills, capped bills, and EnerCheck®. We also offer a set of IT infrastructure solutions that enable the transformation from analog to digital systems in the utility industry.

~~(A)~~Our aGo ~~Capital~~To ~~Commitment~~Market Agreement (the “Capital Agreement”) pursuant to which Utilipoint committed to contribute up to $200,000 to IP, as may be requested by IP, but in no event not in excess of $25,000 in any single request. The parties contemplated that the capital contributions under the Capital Agreement may be satisfied by capital contributions which KLI intended to make to Utilipoint in the amount of $200,000 and therefore any failure by Utilipoint to make a capital contribution to IP because it has not received sufficient funds from KLI will not constitute a default under the Capital Agreement.Strategy

~~(B)~~Competitive a Management Services Agreement with IP pursuant to which Utilipoint will provide management services and provide consultants to assist IP with IP projects. The services will include, but are not limited to: (i) assisting in the preparation of annual budgets, (ii) providing sales, marketing and strategic services, (iii) assisting IP with complying with reporting requirements under any financing agreements, (iv) providing legal, human resources, loss prevention and risk management services; (v) providing receivables collection services, cash management services and payroll services, (vi) any other service performed or expenses incurred by UtiliPoint for IP in the ordinary course of business. In addition, under the Management Service agreement, Utilipoint is authorized to make payments to creditors of IP on its behalf and to collect receivables on behalf of IP; provided Utilipoint has assurance that the necessary funds for discharge of any liability or obligation will be provided by IP.Advantages

~~Management~~Our ~~services~~extensive ~~will~~suite beof ~~charged~~comprehensive toIT IPservices ~~based on the actual expenses incurred by Utilipoint,~~ and ~~consultants~~solutions ~~will~~has bemany ~~charged~~competitive atadvantages ~~the same rate~~ that ~~Utilipoint~~enable ~~charges~~us to ~~subcontract~~compete ~~its~~effectively ~~consultants~~in tothe ~~third parties~~market. Key advantages include:

~~Utilipoint~~Experienced ~~will also pay all salaries and benefits for certain employees of IP who will also provide services to Utilipoint. The~~ Management ~~Services Agreement has a two-year term, and, thereafter, automatically renews for one-year terms. It may be cancelled by either party on 60 days prior written notice.~~Team

~~(C)~~We are led by an ~~Agreement~~experienced toand bededicated ~~Bound~~management toteam, ~~the~~including ~~Limited~~a ~~Liability~~core ~~Agreement~~group of IPexecutives and senior managers who have, on average, 22 years of industry experience. ~~The~~High IPemployee ~~LLC~~retention ~~Agreement~~has ~~provides~~allowed ~~that~~us ~~Net~~to ~~Cash~~continually ~~Flow~~build ~~will~~upon beour ~~distributed~~in-house asknowledge ~~follows:~~base ~~first,~~and ~~contributed~~technical ~~capital~~expertise. ~~will~~The becurrent ~~returned~~management toteam ~~the~~has ~~members~~successfully onintegrated aprior ~~pro~~acquisitions ~~rata~~and ~~basis~~has ~~(based~~achieved onorganic ~~the~~growth ~~amount~~through ofboth ~~capital~~geographic ~~contributed),~~expansion and new product offerings. Prior to our founding, ~~thereafter~~our CEO, ~~Net~~CFO ~~Cash~~and ~~Flow~~Chief ~~will~~Administrative beOfficer ~~distributed~~were toinvolved ~~the~~in ~~members~~acquiring onand aoperating ~~percentage~~IT ~~ownership~~Services ~~basis~~and Business Process Outsourcing (“BPO”) business with approximately $600 million in enterprise value. ~~Utilipoint’s~~ ~~percentage~~Our ~~ownership~~execution ~~immediately~~strategy ~~after~~usually involves reducing the ~~execution~~cost basis of the ~~agreement~~acquired bycompany, ~~Utilipoint~~increasing ~~will~~investments bein ~~60%~~sales and marketing and introducing new products, usually through a focused integration effort.

~~The~~A ~~Limited~~Broad ~~Liability~~Service Company Agreement further provides for restrictions on the transfer of Company Interests (only to Permitted Transferees) and provides that the Members holding a majority of the Company Interests may drag-along the minority members in the event of a Sale of the Company.Offering

~~(D)~~We ~~a Consulting Agreement which provides that KLI IP Holding Inc. will~~ provide ~~consulting~~our ~~services~~customers ~~to Utilipoint in connection~~ with ~~the~~a ~~joint~~comprehensive ~~business~~suite ~~and marketing efforts~~ of ~~Utilipoint~~services and ~~IP. The~~solutions ~~agreement~~that ~~has~~distinguishes aus ~~term~~in ofthe 24market ~~months~~place. ~~ending~~We onhave ~~July~~organized 1,our ~~2011~~comprehensive ~~and~~suite ~~may~~of beservices ~~terminated~~into by"solution ~~either~~sets" ~~party~~designed ~~upon~~to 90bring ~~days~~incremental ~~advance~~value ~~written~~to ~~notice~~our customers. In ~~exchange~~We ~~for~~are ~~its~~able ~~services~~to ~~KLI~~utilize IPthese ~~Holding~~offerings ~~Inc.~~and ~~received~~our anin-house ~~option~~expertise to ~~purchase~~meet ~~850~~our ~~shares~~customers' ~~of common stock of Utilipoint~~needs, which ~~options~~include ~~were converted at the closing of the Utilipoint Acquisition into options to purchase 27~~storage,~~168~~ ~~shares of common stock of Midas Medici~~server, atnetworking anand ~~exercise price of $1~~security.56 ~~per~~Additionally, ~~share. The~~our ~~options~~single-source ~~are~~service ~~exercisable~~approach ~~for~~allows aus ~~term~~to ofdesign, 5build, ~~years through August 21~~manage, ~~2014~~host and ~~are~~support ~~fully~~these ~~vested.~~initiatives Iffor ~~KLI~~our IPcustomers ~~Holding~~and ~~Inc.~~bring ~~terminates the agreement without cause within its first year~~sustained, ~~any~~differentiated ~~unexercised~~value ~~options~~to ~~held~~the ~~KLI IP Holding Inc~~marketplace. ~~will terminate.~~

~~(E)~~A aDiverse ~~Revolving Senior Subordinated Debenture which provides that KLI may loan up to $100,000 to Utilipoint. The debenture has a term of 5 years~~ and ~~pays~~Loyal ~~interest~~Customer at a rate of 10% per annum. Accrued interest and unpaid interest is payable monthly (the parties can agree to mutually defer interest payments), and the unpaid principal amount is due on the five-year anniversary of the debenture. The debenture is subordinate to all indebtedness, liabilities and obligations of Utilipoint to any financial institution.Base

~~Competition~~Our large and diverse customer base consists of over 900 active customers in the United States and Brazil across multiple industries including financial services, government, manufacturing, pharmaceutical, telecommunications, technology, education, utilities, healthcare, and consumer goods, among others. Our diverse client base also includes regional and Fortune 1000 companies, which we believe demonstrates our ability to meet the highest service standards in the industry. While we have the capability to serve larger customers, we have made an explicit choice to focus on clients with annual revenues between $50 million and $1 billion, or companies with 100 to1,000 employees. Customers contract with us for a period of 1 to 5 years and we renew well over 90% of the contracted revenue up for renewal.

We operate in a highly competitive and fragmented marketplace and compete against a number of firms in each of our key markets. A substantial number of these firms have significantly greater infrastructure and financial resources than our company. We divide our competitive universe into three industries: (1) research and consulting services; (2) technology services and solutions; and (3) engineering services and solutions.

~~Some~~Deep ofTechnical our principal competitors in the consulting universe include mid-size, specialty consulting firms such as Navigant Consulting, Inc., FTI Consulting, Inc., and ICF International, Inc – each of which have specific utility-focused consulting practices. In addition, within our key energy and power markets, we have numerous smaller competitors, many of which have narrower service offerings and serve niche markets.Expertise

~~Within~~A ~~the~~key ~~technology~~differentiator ~~services~~for ~~and~~us ~~solutions~~is ~~industry~~the expertise, weexperience ~~will~~and ~~compete~~qualifications ~~against~~of ~~firms~~our ~~such~~sales asand ~~American~~engineering ~~Superconductor Corp~~employees., ~~Esco~~Our ~~Technologies~~over ~~Inc.,~~40 ~~Badger~~sales ~~Meter,~~employees ~~Inc.,~~and ~~Echelon~~over ~~Corp.,~~100 ~~EnerNOC,~~engineers ~~Inc.,~~have ~~and~~an ~~smaller~~average ~~vendors~~of ~~such~~over as8 ~~Orion~~years ~~Energy~~of ~~Systems,~~experience ~~Inc~~in their related fields. ~~and~~We ~~Composite~~employ ~~Technology~~a ~~Corp.~~client ~~Each~~centric ofsales ~~the~~approach, ~~aforementioned~~which ismirrors ~~providing~~a ~~utilities~~consulting project, with ~~clean~~sales employees and ~~intelligent~~engineers ~~energy~~teaming ~~technology~~up ~~solutions.~~to ~~Firms~~better ~~such~~assess asclients’ ~~Comverge~~needs ~~Inc.,~~and ~~Itron~~conceptualize ~~Inc.,~~an ~~Echelon~~IT ~~Corp.,~~solution ~~Neteeza~~that ~~Corp.,~~will ~~Teradata~~support ~~Corp.,~~their strategic and ~~Digi~~business ~~International Inc~~objectives. We are inable ~~the~~to ~~market~~offer tothese ~~primarily~~flexible ~~provide~~broad ~~enterprise-class~~based ~~analytic~~solutions ~~tools~~through ~~and~~our ~~services.~~engineers’ ~~Other~~expertise ~~companies~~in ~~such~~a asbroad ~~Quanta~~range ~~Services~~of ~~provide~~technologies ~~engineering~~and ~~services~~ability to ~~enable~~bundle ~~the~~offerings ~~Smart~~and ~~Grid~~products.

~~Finally,~~Recurring ~~some~~Revenue of our competitors such as IBM Corp. and Electronic Data Systems, a Hewlett-Packard company are significantly larger than us and have greater access to resources and stronger brand recognition than we do. On some of our past projects, competitors including IBM and EDS, have also been our customers.Streams

WeOur ~~consider~~services ~~the~~and ~~principal~~solutions ~~competitive~~revenue ~~factors~~provides ina firm basis for long-term relationships with our ~~market~~customers toresulting bein ~~client~~recurring ~~relationships,~~revenue ~~proprietary~~streams ~~products~~which orprovide ~~data,~~a ~~reputation~~high ~~and~~degree ~~past~~of visibility into our future financial performance. ofOur ~~the~~data ~~firm,~~center ~~client~~customers ~~references,~~typically ~~technical~~sign ~~knowledge~~one ~~and~~to ~~industry~~three-year ~~expertise~~contracts ofwith ~~employees,~~automatic ~~proprietary~~renewal ~~products~~provisions. orWe ~~data~~have long-term relationships with our customers, ~~quality~~and have a significant number of ~~services~~government ~~and~~clients ~~solutions~~which, ~~scope~~through ofauction ~~service~~processes, ~~offerings~~tend ~~and~~to ~~pricing~~sign long term contracts.

~~Patent~~We have consistently demonstrated strong customer retention by providing a superior blend of products and ~~Trademarks~~services. We have over 300 support, managed and hosting services customers which provide a stable and growing recurring revenue stream. We have historically experienced high contract renewal rates of 90% or more with average length of contract of 12-18 months in the US and 18 months or more in Brazil.

WeCustomer ~~currently~~Support ~~do not own any patents, trademarks or licenses of any kind.~~Strength

~~Government~~Our ~~Regulations~~expertise spans multiple technologies which enables us to diagnose and resolve IT issues for our clients quickly and efficiently. Our engineers answer customer calls directly which provides immediate access to knowledgeable resources that are able to solve their problems quickly. Our team resolves approximately 95% of support cases in-house. When vendor input is required to resolve an issue, our team follows a well-defined call handling process and serves as the customer's advocate, leveraging our strong vendor relationships to ensure rapid issue resolution. This "single source accountability" is highly regarded by our customers, as is evidenced by our renewal rate.

~~There~~Our ~~are~~team noof ~~government~~130 ~~approvals~~Support ~~necessary~~Engineers toand ~~conduct~~7 Service Managers who reside in our ~~current~~corporate ~~business~~headquarters, field offices, and customer locations, support over 400 customers across diverse industries on a 24x7 basis. Our team handles an average of approximately 550 cases per month on technologies including CA, Cisco, Dell, HP, Hitachi Data Systems, IBM, NetApp, Oracle, Quest, Redhat, SGI, Symantec, VeriSign, and VMware, among others. We routinely receive the highest marks on audits and satisfaction surveys from our vendors and customers.

~~Organizational~~Established ~~History~~Relationships with Industry Leading Vendors

We ~~were~~have ~~incorporated~~strong inrelationships ~~the~~with ~~State~~industry-leading oftechnology ~~Delaware~~vendors onincluding ~~October~~Avaya, 30Cisco, ~~2006 under the name Mondo Acquisition I~~Dell, ~~Inc. We were formed as a vehicle to pursue a business combination through the acquisition of~~HP, ~~or merger with~~Hitachi, ~~an operating business. On May 15~~Microsoft, ~~2009~~NetApp, weOracle, ~~Mondo Management Corp.~~Quest, ~~our then sole shareholder~~Symantec, and ~~Midas Medici Group~~VMware, ~~Inc.~~among ~~entered into a Purchase Agreement~~others. ~~Pursuant~~ toOur ~~the~~executives ~~Purchase~~serve ~~Agreement,~~on ~~Mondo~~Symantec’s ~~Management~~Partner ~~Corp.~~Advisory ~~sold to~~Council ~~Midas~~which ~~Medici~~provides ~~Group,~~us ~~Inc. 1,000,000~~with ~~previously issued and~~opportunities ~~outstanding shares of the Company's~~to ~~restricted~~expand ~~common stock, comprising 100% of the issued~~ and ~~outstanding capital stock of~~enhance ~~the~~our ~~Company.~~relationships ~~The~~with ~~execution~~senior ofvendor ~~the~~management ~~Purchase~~and ~~Agreement~~to ~~resulted~~align inour abusiness ~~change~~strategy inwith ~~control~~that of ~~the Company, both in its shareholding and management. Effective May 22, 2009, we changed~~ our ~~name~~vendor ~~to Midas Medici Group Holdings, Inc~~partners.

~~Prior~~Increased toOperating its acquisition of Utilipoint International, Inc., the Company was a “shell company” based on its business activities. Under SEC rule 12b-2 under the Securities Act of 1933, as amended (the “Securities Act”), the Company also qualified as a “shell company,” because it had no or nominal assets (other than cash) and no or nominal operations.Leverage

~~With~~We believe there are significant opportunities to expand our gross and operating margins by increasing the ~~acquisition~~number of ~~Utilipoint~~services onprovided ~~August~~to ~~21,~~a ~~2009,~~particular ~~the~~customer. ~~merger~~Our ~~was~~services ~~accounted~~and ~~for~~solutions ashave been organized into repeatable "solution sets" allowing us to cost-effectively deploy these solutions. Repeatable "solution sets" refers to service and solutions offerings that are proven and consistent in their delivery each time they are sold. We have a ~~reverse~~highly ~~merger~~trained and ~~recapitalization~~experienced team of sales professionals and engineers which ~~resulted~~provides a competitive advantage and barrier to entry. Salesforce productivity is expected to grow, resulting in ~~Midas~~enhanced ~~Medici~~gross ~~being~~and operating margins. We believe that our business has reached the ~~"legal~~level ~~acquirer"~~of scale where we expect significant increases in our gross and ~~Utilipoint~~operating margins as we increase the ~~"accounting~~level ~~acquirer"~~of our revenues.

~~Employees~~Leveraging Domestic Success and Capabilities Internationally

AsOur ofexpertise ~~March~~and ~~30,~~robust ~~2011,~~platform wein ~~have~~the 3U.S. ~~full~~market ~~time~~in ~~employees~~IT ~~who~~infrastructure ~~work~~and indata ~~our~~center ~~corporate~~services ~~headquarters.~~will ~~Utilipoint~~enable ~~directly~~knowledge ~~employs~~transfer 10to ~~full~~advance ~~time~~existing ~~staff~~and ~~members,~~drive ~~including~~complimentary aIT ~~professional~~technology ~~staff~~offerings ofin 7other countries such as Brazil, ~~and~~among anothers. ~~administrative~~Our ~~staff~~extensive ofoperations 3,in ~~each~~Brazil ofprovides ~~whom~~us ~~support~~with ~~our~~the ~~seven~~ability ~~practice~~to ~~areas.~~capitalize ~~Utilipoint's~~on ~~European~~the ~~headquarters~~fast ~~located~~growing inBrazilian ~~Brno,~~economy ~~Czech~~and ~~Republic,~~leverage ~~employs~~our 3U.S. oftechnology ~~the~~capabilities. 10We ~~full~~intend ~~time~~to ~~staff~~evaluate ~~members~~other geographic markets for our services on an opportunistic basis.

Consonus Business

Overview of Consonus’ Business

On February 28, 2011, we completed the acquisition of Consonus Technologies, Inc. (“Consonus”) pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”) with Consonus, and MMGH Acquisition Corp., a wholly-owned subsidiary of the Company (the “Merger Sub”) dated as of April 30, 2010. Pursuant to the Merger Agreement effective February 28, 2011, Merger Sub merged with and into Consonus and Consonus became the Company’s wholly-owned subsidiary.

~~Consonus~~Sales ~~is a leading provider of innovative data center solutions to medium – sized enterprises focused on virtualization, energy efficiency~~ and data center optimization. Consonus ability to offer a comprehensive suite of related IT infrastructure services gives it an ability to offer its customers customized solutions to address their critical needs of data center availability, data manageability, disaster recovery and data center consolidation, as well as a variety of other related managed services.Marketing

~~Consonus~~Our client engagements utilize a structured sales process and a team based approach. We offer a multi-dimensional solution set that is customized to a client's needs and IT infrastructure. Our sales typically involve solving complex problems for our customers, requiring the sales teams to develop strong relationships with customers. These relationships enable the sales team to gain a strong understanding of the customers’ business issues and the impact to the data center. The ~~related~~sales ~~services~~team ~~and~~is trained to sell solutions ~~primarily~~as ~~enable~~opposed to products. These solutions are often a customized combination of products and services that solve a specific business ~~continuity,~~challenge ~~back-~~for the customer. The selling model requires the sales force to be well informed on the principles of running a data center and the possible approaches to driving up service levels and ~~recovery,~~driving ~~capacity-~~down costs. We sell our services primarily through a direct sales force. Our sales success is dependent on~~-demand,~~ ~~regulatory~~the ~~compliance~~development ~~(such~~and asmaintenance ~~email~~of ~~archiving),~~strong ~~virtualization~~customer relationships that produce repeat sales and purchases within multiple product lines. Our sales force is organized regionally, ~~cloud~~with ~~computing~~two Vice Presidents of sales, ~~data~~one ~~center~~each ~~best~~in ~~practice~~the ~~methodologies~~US and ~~software~~Brazil. asEach sales VP has regional managers responsible for a ~~service.~~specific ~~Additionally~~geography, ~~Consonus~~leading ~~provides~~a ~~maintenance~~team of sales professionals (both account executives and ~~support~~sales ~~for~~engineers). Our geographic coverage is the Eastern US and all of ~~its~~Brazil. ~~solutions,~~Our assales ~~well~~pipeline asis ~~related~~managed ~~consulting~~with the salesforce.com application in the US, and ~~advisory~~Microsoft ~~services~~Dynamics in Brazil.

~~Today~~As of December 31, ~~Consonus’~~2011, ~~large~~we ~~and~~have ~~diverse~~a ~~customer~~total ~~base~~of ~~consists~~48 sales team members, consisting of ~~over 490 active~~22 ~~customers~~commissioned insales ~~35 states~~professionals in the ~~United States~~US ~~with~~and ~~several~~another ~~customers~~26 in ~~each~~Brazil. ofOur ~~the~~sales ~~industries~~team itis ~~serves,~~supported ~~including~~by ~~financial~~41 technical consultants. Our team is organized by region and focuses on selling customers our entire range of services, ~~government,~~and ~~manufacturing,~~solutions. With ~~pharmaceutical,~~an ~~telecommunications,~~average ~~technology,~~of ~~education,~~over ~~utilities~~15 years of industry experience, ~~healthcare~~our sales team draws upon extensive experience in the IT services and ~~consumer~~solutions ~~goods~~industry.

~~Consonuus~~As ispart ~~headquartered~~of inmanagement’s ~~Cary,~~efforts ~~North~~to ~~Carolina,~~measure ~~with~~performance ~~regional~~or productivity for each sales ~~presence~~person, they are measured by how much net new gross margin contribution (not including renewals of existing business) they are generating per month. Increases in ~~Atlanta,~~this ~~Georgia;~~metric ~~Birmingham,~~are ~~Alabama;~~an ~~Charlotte,~~indication ~~North~~of ~~Carolina;~~improved Ftperformance. In the US that this productivity ~~Lauderdale~~metric has been increasing over the past two years from $22,776 as ~~Florida;~~of ~~Hartford~~December 31, ~~Connecticut;~~2010 to ~~Greenville~~$33,699 ~~South~~as ~~Carolina;~~of ~~Nashville~~December 31, ~~Tennessee;~~2011. In Brazil, management has put in similar sales operational systems in order to measure, track and ~~Rockville~~improve this metric which is currently more than $25,000. In ~~Maryland~~addition, the total targeted compensation of an average sales person is targeted at approximately 50 percent base salary and 50 percent commission.

~~Industry~~Our ~~Overview~~ability to recruit sales employees and engineers enables us to maintain our human capital advantage and support business growth. Our thorough recruitment process combined with our constant training and mentoring of new employees reinforces our consultative, technology agnostic sales approach. Due to our comprehensive and intensive approach to developing sales employees, sales people experience productivity improvements over the course of a number of years. With the current direct sales team, productivity enhancement is expected to drive top line growth in both the United States and Brazil.

AnWe ~~increasing~~have ~~number~~placed ofan ~~business~~increased ~~critical~~emphasis ~~applications~~on ~~are~~marketing ~~now~~initiatives ~~delivered~~ over the ~~Internet.~~past Astwo ~~a result~~years, ~~businesses~~and ofwe ~~all~~believe ~~sizes~~there ~~are~~is ~~evolving~~an opportunity to ~~depend~~communicate onwith ~~24 hours~~ a ~~day,~~larger ~~seven~~number ~~days~~of aprospective ~~week,~~customers. In ~~or 24 x 7~~particular, ~~connectivity,~~we ~~availability~~have ~~and~~invested ~~security~~in ofthe ~~their IT systems.~~following:

~~Small~~· Lead Generation: Lead generation is comprised of field marketing and ~~Medium~~relationship ~~Sized~~marketing ~~Businesses~~activities. Our field marketing programs are designed for both regional and corporate wide execution to support our sales organization. These include select industry events, where we have a prominent speaking opportunity, hosted events, and telemarketing and integrated direct marketing activities. Our relationship marketing consists of both the measurement of customer satisfaction through Net Promoter Score (NPS) surveying, in addition to an annual Customer Executive Exchange event. The marketing organization executes multiple email marketing programs, such as IssueAlert, which is sent to over 120,000 contacts multiple times per month.

~~Consonus~~· ~~has~~Search ~~chosen~~Engine toOptimization ~~focus on small~~ and ~~medium~~Marketing: ~~size~~Our ~~business~~search ~~clients~~engine inoptimization ~~under-served geographic markets. Consonus defines small~~ and ~~medium~~marketing ~~size~~(“SEO/SEM”) ~~businesses~~are asexecuted ~~companies~~by ~~having~~internal ~~between~~staff ~~$50 million and $1 billion in annual revenue, or companies with 300~~ to ~~2,000 employees,~~promote askey ~~well~~offerings. asWe ~~regional~~measure ~~and~~the ~~department-level~~success ~~offices~~ of ~~large enterprises that satisfy these criteria. Overlaying~~ this ~~definition~~through ~~with~~inbound ~~internal~~leads ~~market analysis of its geographic reach, Consonus believes there are approximately 200,000 small~~ and ~~medium~~conversion ~~size~~to ~~businesses~~new ~~that~~business. ~~could~~We ~~potentially~~drive ~~require~~traffic ~~its~~to ~~data~~our ~~center~~website ~~outsourcing~~from ~~and~~internet ITsearch ~~infrastructure~~engines ~~services.~~such Toas ~~effectively~~Google, ~~compete~~Bing, ~~many small~~ and ~~medium~~Yahoo. ~~size~~We ~~businesses~~ have ~~become~~focused ~~reliant~~ on ~~sophisticated~~relevant ITsearch ~~infrastructure~~terms ~~that, in the past, has been typically deployed at larger enterprises. However, managing, monitoring, administering,~~ and ~~maintaining~~optimized ~~a sophisticated IT infrastructure can rapidly deplete~~ the ~~limited~~architecture ~~resources~~ of ~~small~~our ~~and~~website ~~medium size businesses which need~~ to bemaximize ~~directed~~search ~~at core business activities~~performance. ~~These complex and growing demands necessitate a closer relationship with solution-oriented technology providers.~~

~~Market~~· ~~Trends~~Public Relations / Social Media: We employ and maintain a presence on popular social media websites and applications including Facebook, LinkedIn, and Twitter. We also manage and post on our own blog which is used to drive name recognition, thought leadership, and our reputation. We integrate branding and awareness with our lead generation programs to maximize results. Public relations is a mix of new service offerings, new customer contracts announcement and corporate activities.

~~Consonus~~· ~~views~~Our ~~the~~Online ~~North~~Presence ~~American~~and ~~market~~Branding: ~~for~~We IThave ~~infrastructure~~updated ~~and~~our ~~data~~web ~~center~~site ~~services~~ and ~~solutions~~online asbranding ~~highly~~assets. ~~fragmented~~Our ~~with~~website noeffectively ~~single~~communicates ~~dominant~~our ~~player. Specifically~~vision, ~~Consonus~~supports ~~believes~~social ~~the industry includes small regional providers serving the small and medium size business market~~networking, and provides a ~~limited~~comprehensive ~~number~~description of ~~national~~the ~~and~~key ~~multi-national~~solutions ~~providers~~we ~~that~~offer ~~serve~~to ~~larger~~prospective ~~business clients~~customers.

Consonus believes that there is a growing trend to outsource managed services to third-party providers. Consonus expects this trend to remain healthy for the foreseeable future. In particular, Consonus believes that small and medium size businesses face significant challenges in trying to deliver these services on their own because of constraints related to technical expertise and cost. Consonus believes that outsourcing these functions will allow organizations to focus capital and personnel resources on their core business operations, as opposed to IT infrastructure. Consonus believes that the growth in cloud and on demand computing, virtualization, increasing data management requirements, energy efficiency in technology (“Green IT”) will be positive drivers of growth in the industry and for the company.

Consonus believes its ability to offer a comprehensive suite of data center infrastructure, along with related managed and professional services and solutions, provides us with an important competitive advantage to capitalize upon the growing trend of IT outsourcing within the small to medium business segment.

Consonus’s data center services are positioned to take advantage of significant macro-economic trends that directly impact the data center market. These include but are not limited to

· the emergence of Cloud Computing which is estimated to grow to $56B by 2014 according to International Data Corporation (IDC), a provider of market intelligence, advisory services and events for the information technology, telecommunications, and consumer technology markets.

· the development of more energy efficient solutions to address the dramatic increase in energy consumption and the required data center infrastructure enhancements to accommodate such demand.

In addition, Consonus expects growth in this market to remain robust, as increasingly stringent regulatory requirements in North America, along with the potentially significant loss of revenue and credibility resulting from unannounced downtime, force businesses to invest in highly secure and reliable products and services such as those offered by Consonus.

~~Consonus’~~· ~~Services~~Customer Intimacy Program: We constantly seek ways to demonstrate to our clients and ~~Solutions~~potential clients our significant focus on solving business problems through services and solutions. We show this commitment through a variety of ways including facilitated and hosted senior executive summits where our top customers come together to discuss challenges, share approaches and collaborate on key issues. We are committed to providing responsive, top quality services to our customers by aligning our organization around this mission. We have developed and communicated our service philosophies and programs including expected turnaround times for support issue resolution, 24X 365 contact details for very senior executives of the company, technical support advocate program, customer satisfaction measurement processes, and quarterly and monthly service reviews.

~~Consonus~~· ~~provides~~Viral ~~innovative~~/ ~~data~~Referrals: ~~center~~Our ~~and~~brand ITreputation ~~infrastructure~~ and ~~data~~strong ~~center~~relationships ~~services~~with ~~and~~existing ~~solutions~~clients tocreate ~~the~~new ~~growing~~customer ~~small and medium size business market focused on virtualization~~referrals, ~~energy~~which ~~efficiency~~maintain ~~and~~very ~~data~~high ~~center~~conversion ~~optimization~~metrics. ~~Throughout~~Vendor ~~its~~referrals ~~history, Consonus has developed a comprehensive set of data center-centric skills~~ and ~~capabilities. Consonus~~marketing ~~provides~~budget ~~its~~from ~~solutions~~vendors ~~and~~drive ~~services~~new ~~at (i) the~~ customer’s ~~data centers and (ii) in the virtual/shared data center in the “cloud”~~acquisitions.

As part of its business, Consonus from time to time partners with other third party datacenter operators in order to provide colocation space for its clients in different geographies. The arrangements are structured such that the customer contracts with Consonus for hosting services and Consonus pays the datacenter operator for the use of the space and power that the customer would consume. Consonus maintains the customer relationships, provides support and commits to a service level agreement with the customer. Consonus typically negotiates service level agreements that exceed those provided to its partners' own customers.

Business Strengths

Consonus believes its strengths can be attributed to several distinguishing factors, including:

Broad Service Offering

Consonus provides its customers with a comprehensive suite of services and solutions that distinguishes it in the market place. Consonus has organized its comprehensive suite into "solution sets" designed to bring incremental value to our customers. Consonus is able to utilize these offerings and its in-house expertise to meet its customers' needs, which include storage, server, networking and security. Additionally, its single-source service approach allows it to design, build, manage, host and support these initiatives for its customers and bring sustained, differentiated value to the marketplace.

Diverse and Loyal Customer Base

Consonus’ large and diverse customer base consists of over 490 active customers in 35 states in the United States, with several customers in each of the industries it serves, including financial services, government, manufacturing, pharmaceutical, telecommunications, technology, education, utilities, healthcare and consumer goods. Consonus’ diverse client base also includes regional and department level offices of Fortune 1000-type companies, which we believe demonstrates our ability to meet the highest service standards in the industry.

While Consonus has the capability to serve large size businesses and do serve larger customers including regional and department level offices of larger enterprises, it has made an explicit choice to focus on clients with between roughly $50 million and $1 billion in annual revenue or companies with 300 to 2,000 employees.

Consonus is focused primarily on underserved geographic markets where it can best leverage the breadth of its capabilities. Consonus focuses its attention on small and medium size businesses in markets where a local presence, broad resources and thought leadership are scarce. As a result, Consonus believes it has been able to effectively differentiate itself from its competitors and believes this has positioned it for continued growth in these markets. Consonus is currently located in markets on the East coast of the United States with a high concentration of small and medium size businesses and may expand into targeted regions within the Southwest, Midwest and the West Coast of the United States.

(1) Source: US Census Bureau

Focus on High Growth IT Markets

Consonus focuses on providing services related to high growth segments of the overall IT market, looking to specifically capitalize on the growth trends in IT infrastructure and data center services. Its technical capabilities and service expertise allows it to benefit from the increased migration from in-house IT management to externally managed and hosted services for small and medium size businesses. The small and medium size business market, specifically, is expected to experience higher growth than the overall market with respect to IT related services.

Attractive Business Model Leverage

Consonus believes there are significant opportunities to expand its margins with respect to many of its existing customers. Its IT infrastructure and data center services and solutions have been organized into repeatable "solution sets" allowing it to cost-effectively deploy these solutions. Repeatable "solution sets"refer to service and solutions offerings that are proven and consistent in their delivery each time they are sold.

Recurring Revenue Model

Consonus’ data center services and solutions revenue provide a solid basis for long-term relationships with its customers resulting in strong recurring revenue which provide a high degree of visibility into its future financial performance. Its data center customers typically sign one to three-year contracts with automatic renewal provisions.

Consonus has consistently demonstrated strong customer retention by providing a superior blend of products and services. Consonus has over 450 support, managed and hosting services customers. Consonus historically experiences very high contract renewal rates.

Experienced Management Team

Consonus is led by an experienced and dedicated management team, including a core group of executives and senior managers who have, on average, 22 years of experience. High employee retention has allowed it to continually build the knowledge base and technical expertise within Consonus. The current management team has successfully integrated prior acquisitions and has achieved organic growth through both geographic expansion and new product offerings.

Established Relationships with Industry Leading Vendors

Consonus’ technology vendors include VMware, Inc., Sun/Oracle Corporation, Symantec Corporation, NetApp, Inc., Microsoft Corporation, Hewlett Packard Company, Hitachi Data Systems (HDS) and VeriSign, Inc. In addition, Mr. Robert F. McCarthy, President of Consonus, sits on Symantec Corporation’s Partner Advisory Council and Network Appliance’s (NetApp) Advisory Council. The advisory positions held by Robert F. McCarthy provides Consonus with opportunities to expand and enhance its relationships with senior vendor management and to align its business strategy with that of its vendor partners.

Growth Strategy

In addition to increasing penetration with existing customers and adding new clients, ~~Consonus’~~our strategy is to ~~provide~~expand athe ~~comprehensive~~ suite of IT ~~infrastructure and data center~~ services and solutions ~~across~~offered ~~its~~ to our customer base. In addition, itwe ~~will~~plan ~~seek~~ to enhance ~~its~~our leadership position in the IT marketplace through ~~the~~increased ~~continued~~penetration of our existing customer base, development of new technology services, ~~further geographic expansion~~ and strategic acquisitions ~~and partnerships~~.

Penetration of Existing Customer Base

~~Consonus~~We currently ~~has~~have ~~an installed base of~~ over ~~490~~900 active customers. ~~Consonus~~We ~~believes~~believe that ~~its~~our extensive customer base and ~~its~~ enhanced service and solution offerings represent a significant opportunity to increase ~~its~~our ~~revenue~~total revenues per customer. By cross selling ~~its~~our broad suite of services and solutions, ~~its~~we ~~goal~~seek is to expand ~~its~~our share of ~~the~~our ~~customer's~~customers’ IT expenditure with the objective of becoming their single source provider. For example, recent cross-sell activities have resulted in new data center services contracts from existing ~~key~~ customers.

~~Development~~Brazilian ofGrowth ~~New Solutions~~Opportunity

~~Consonus~~The ispenetration ~~continuously~~rate ~~developing~~for ~~new~~IT services ~~and creating customized solution sets~~ to ~~meet~~the ~~its~~private ~~customers'~~sector ~~evolving~~in ~~requirements.~~Brazil ~~Consonus~~ has ~~developed~~lagged athe ~~process~~public ~~whereby~~sector. itWhile ~~collaborates~~our ~~with~~Brazilian ~~its~~commercial ~~customers,~~business ~~vendors, and industry analysts to create a highly targeted solution roadmap. Consonus~~ has ~~developed~~been ~~new~~strong, ~~proprietary~~the ~~solutions~~majority ~~such~~of asour ~~its~~Brazilian ~~Secure~~clients ~~Archiving~~are ~~For~~in the ~~Enterprise~~public ~~(“SAFE”),~~sector. ~~Virtual~~We ~~Business~~have ~~Continuity~~a ~~(“VBC”)~~tremendous ~~and~~opportunity ~~Remote~~to ~~Backup~~grow ~~Solutions~~our ~~(“RBS”). As~~business ~~well~~in itBrazil ~~has~~by ~~developed~~providing a ~~new~~similar ~~consulting~~set ~~practice~~of ~~focused~~solutions ~~around~~to ~~data~~the ~~center~~private ~~energy efficiency~~sector. ~~New~~ ~~solution~~We ~~sets~~will ~~include~~be aadding ~~broader~~sales ~~offering~~resources ofin ~~Secure~~Brazil ~~Archiving~~dedicated ~~for~~to serving the ~~Enterprise~~private ~~(SAFETM)~~sector 2to ~~and~~capture ~~software~~this asgrowth ~~a service platform See "New Data Center Services and Solutions~~opportunity."

~~Geographic~~The ~~Expansion~~Brazilian ~~Consonus~~government ~~Data~~has ~~Center~~committed ~~Locations~~to major infrastructure investments over the next 4 years to support upcoming World Cup and Olympics events. We are uniquely positioned with our solution sets and our customer relationships to capitalize on this major growth opportunity.

~~Consonus~~Development has achieved success in markets where small and medium size business concentration is high and competition is fragmented. Consonus provides data center services today through its partner data center facilities in 15 markets across North America (see above). Through its partner data centers, it offers co-location and managed services to its clients. These partner data centers are owned by third parties, with whom it entered into contracts to use their data centers. The arrangements with these third party data centers operators are structured such that the customers enter into contracts directly with Consonus for hosting services and Consonus in turn pays the data center operator for the space occupied by the customer and the power consumed by the customer. Consonus maintains the customer relationships, provides support to the customer and commits to a service level agreement with the customer. Consonus has developed a disciplined process of ~~identifying,~~New ~~targeting~~Technology and assessing new expansion opportunities. Variables it analyzes prior to entering any new market include: customer demographics, competitive landscape, vendor support and labor pool. Once a decision has been made to enter a new region, Consonus implements what it believes to be a proven expansion process to minimize cost and to maximize speed to market and return on investment.Solutions

12We are continuously developing new services and creating customized solution sets to meet its customers' evolving requirements. We have developed a process whereby we collaborate with our customers, vendors, and industry analysts to create a highly targeted solution roadmap. We recently developed new proprietary solutions such as its Secure Archiving for the Enterprise (“SAFE”), and Remote Backup Service (“RBS”). In addition, we have developed a new consulting practice focused around data center energy efficiency. New solution sets include a broader offering of Secure Archiving for the Enterprise ( SAFETM), and our software as a service platform (“SaaS”). We are also planning to offer a Virtual Desktop as a service in Brazil during the second quarter of 2012 – providing a virtual computer for each user in the cloud. This will enable customers to take advantage of virtualization technology so that they will not need to own and maintain physical desktops.

~~Consonus~~Utility ~~Labs~~Industry (~~C-Labs~~US and Brazil)

~~Consonus~~As ~~Labs,~~the ~~LLC~~electric ,utilities aembark ~~wholly~~on ~~owned~~the ~~subsidiary~~deployment of ~~Consonus~~digital ~~Inc.,~~“smart” ~~was~~meters ~~created in 2009~~ to ~~foster~~measure ~~growth~~their ~~through~~customers’ ~~innovation~~energy ~~centered~~consumption, ~~primarily around three efforts: (1) protecting and commercializing~~ the ~~intellectual~~amount ~~property~~ of ~~Consonus,~~data ~~(2) continuing~~they towill ~~create~~be ~~innovative~~collecting, ~~products~~transporting, ~~and services through a dedicated product development group~~storing, and ~~(3) enhancing~~analyzing ~~product~~will ~~development~~be ~~and~~orders ~~product~~of ~~commercialization~~magnitude bygreater ~~creating~~than ~~partnerships~~present. ~~with~~We ~~leading~~believe ~~universities~~we ~~and~~are ~~technology~~very ~~providers. In~~uniquely ~~2009,~~positioned ~~Consonus~~to ~~launched~~capitalize ~~three~~on ~~highly~~this ~~innovative~~opportunity. ~~and~~Through ~~commercially~~our ~~relevant~~customer ~~products~~relationships in ~~the~~our ~~areas~~Utilipoint ofsubsidiary, ~~software~~our asstrong acommand ~~service,~~of ~~virtual~~IT ~~disaster~~infrastructure ~~recovery~~in Consonus and ~~cloud infrastructure-on-demand. Furthermore~~Cimcorp, aand ~~technology~~our ~~partnership~~Utilipoint ~~was~~analytics ~~created~~division, ~~with~~there ~~the~~are ~~University~~very offew ~~Utah~~companies asthat acan ~~first~~match ~~step~~our ~~to aligning innovating~~expertise.

Strategic Acquisitions

~~Consonus~~We ~~believes~~believe that itthere ~~can~~are ~~accelerate~~significant ~~its~~acquisition ~~growth~~opportunities ~~through~~for ~~strategic acquisitions of~~ businesses that expand ~~its~~our ~~solution~~suite ~~set~~of orIT ~~geographic~~services ~~reach.~~and ~~Current~~expand ~~senior~~our ~~management~~geographic ~~and~~reach. Areas ~~members~~ of ~~its~~future ~~board have considerable~~ acquisition ~~experience~~interest ~~and~~include ~~have~~standalone ~~completed~~data ~~four~~centers ~~acquisitions~~or oncompanies ~~Consonus~~providing ~~behalf.~~data ~~For~~center ~~example, STI, a subsidiary of Consonus has grown both organically~~ and ~~through~~IT ~~the~~solutions ~~acquisitions~~that ofmay ~~Path~~or ~~Tech~~may ~~Software~~not ~~Solutions, Inc.,~~be acurrently ~~Florida~~offered ~~based~~by ~~company~~us, ~~on February 22, 2000,~~ and ~~Allied Group, Inc., a Connecticut based company, on October 17, 2001. Both~~ companies ~~served~~providing ~~the~~energy ITefficiency ~~consulting~~solutions and services ~~market~~to inthe ~~their~~data ~~respective~~center ~~geographical areas~~space. ~~Likewise,~~We onbelieve ~~May 2,~~there ~~2005,~~is ~~CAC~~a ~~merged~~significant ~~with~~opportunity ~~Gazelle~~to ~~Technologies, Inc.,~~participate ~~a company engaged~~ in ~~software development for~~ the ~~utility~~industry ~~sector~~consolidation ~~and under common control by KLI, and on May 31, 2005, CAC acquired all~~ of the ~~assets~~fragmented ofIT ~~Consonus, Inc.~~services ~~from~~and ~~Questar~~solutions ~~InfoComm~~market, ~~Inc.~~ ~~From~~particularly ~~1996 until CAC's acquisition of Consonus, Inc., Consonus, Inc. had been engaged~~ in ~~the business of designing, building and operating data centers, IT networks and web-enabled application delivery systems~~Brazil. We ~~Both~~intend ~~the~~to ~~STI~~pursue ~~and CAC~~ acquisitions ~~were~~on ~~successful~~an ~~and~~opportunistic ~~important~~basis infocusing ~~evolving~~on ~~each~~high ~~entity~~growth ~~into~~industry ~~regional~~verticals ~~businesses~~and ~~by expanding each entity's~~ geographic ~~reach or breadth of service offerings~~markets. ~~Consonus’ Management believes that it has demonstrated its ability to improve and integrate acquisitions.~~

Areas of future interest include standalone data centers or companies providing data center and IT solutions that may or may not be currently offered by Consonus and companies providing energy efficiency solutions and services to the data center space. Consonus sees a significant opportunity to participate in the industry consolidation of the fragmented, regional small and medium size business market.10

~~Sales and Marketing~~Competition

The ~~complex~~market ~~nature~~for ofIT ~~Consonus’~~infrastructure ~~client~~and ~~engagements~~data ~~requires~~center aservices is highly ~~targeted~~fragmented. The industry includes small regional providers serving the small and medium size business market, ~~structured~~notably ~~sales~~in ~~process~~secondary markets such as Raleigh, Nashville, Birmingham and Richmond, and a ~~team~~limited ~~based~~number ~~approach.~~of ~~Consonus~~national ~~sales~~and ~~combines~~multi-national aproviders ~~highly~~that ~~targeted~~serve ~~sales~~larger ~~approach~~business clients, ~~which~~particularly ~~includes~~Fortune a1000 ~~detailed~~clients, ~~regional~~notably ~~analysis~~in ofmetropolitan markets such as Los Angeles, New York, San Francisco and Washington. Generally speaking, the small ~~and~~regional ~~medium~~providers ~~sized~~focus ~~business~~their ~~market~~services ~~across~~on ~~key~~the ~~variables~~provision of physical space (hosting and ~~success~~co-location) ~~parameters,~~and managed bandwidth with ana ~~in-depth~~limited ~~understanding~~offering of aIT ~~client's~~infrastructure ~~organization~~and data center services and ~~its~~solutions. ~~complexities~~National and multi-national providers’ are generally focused on hosting, co-location and managed services or on delivering full service IT infrastructure and business process outsourcing. We ~~complement~~consider ~~this~~the ~~effort~~principal ~~with~~competitive ~~the~~factors ~~ability~~in our market to ~~offer~~be aclient ~~multi-dimensional~~relationships, ~~solution~~proprietary ~~set~~products ~~that~~or isdata, ~~customized~~reputation toand apast performance, client's ~~needs~~references, technical knowledge and ITindustry ~~infrastructure~~expertise of employees, quality of services and solutions, scope of service offerings, and pricing.

AsWe offace ~~December~~competition 1, 2010, Consonus’ sales team consists of 27 commissioned sales professionals, and is supported by 7 solutions consultants and 4 sales operations and channels staff. Consonus’ team is organized by region and focuses on selling customers its entire range of services and solutions with specialization in specific solutions. With an average of 15 years experience, Consonus sales team draws upon extensive experience in the IT infrastructure and data center services industry.from:

~~Consonus’~~· ~~current~~Mid-size, ~~selling~~specialty ~~model~~consulting ~~requires~~firms ~~the~~such ~~sales~~as ~~force~~Navigant toConsulting, beInc., ~~well~~FTI ~~informed~~Consulting, onInc., ~~the~~and ~~principles~~ICF ofInternational, ~~running~~Inc; a· ~~data~~Government ~~center~~IT ~~and~~services ~~the~~providers ~~possible~~such ~~approaches~~as toBooz ~~driving~~Allen, upCSC, ~~service~~General ~~levels~~Dynamics, ~~and~~Lockheed ~~driving~~Martin, ~~down~~IBM, ~~costs.~~and SAIC;

~~Consonus~~· ~~has~~IT ~~placed~~service anproviders ~~increased~~operating ~~emphasis~~in onBrazil, ~~marketing~~including ~~initiatives~~CPM ~~over~~Braxis, ~~the~~Medidata, ~~past~~SondaProcwork, 2Net ~~years~~Service, asZiva itTechnologies, ~~believes~~IT ~~there~~One, isMicrocity, anDecatron, ~~opportunity~~and toSystem ~~communicate~~IT; ~~with~~· aData ~~larger~~center ~~number~~co-location ofcompanies ~~prospective~~such ~~customers. In~~as ~~particular,~~Equinix and Rackspace in the ~~company~~US, isand ~~investing~~Alog in ~~the following:~~Brazil;

Search Engine Optimization (SEO): The process of improving the volume and/or quality of traffic to the company web site or from internet search engines such as Google and Yahoo. Consonus focuses on relevant search terms and optimizes the architecture, backlinks, and content of the web site to maximize search results.

·	Regional hosting and IT Infrastructure providers including Hosted Solutions and Peak 10 in North Carolina, C7 in Utah, and ViaWest in Colorado
·	Business process outsourcing providers including Accenture, ACS, Capgemini, EDS, and IBM.

~~Pay~~In ~~per~~addition, ~~click: Consonus~~we ~~pays~~also ~~internet~~compete ~~search~~with ~~engines~~smaller, ~~such~~regionally-focused asand ~~Google~~niche ~~when~~IT ~~specified~~services ~~keywords~~providers ~~are~~in ~~clicked~~the byvarious ~~users~~markets in which we operate. In some instances, ~~sending~~we ~~them~~partner with our competitors to ~~the~~deliver ~~Consonus~~joint ~~web~~solutions. ~~site~~We believe that we are able to compete effectively against our competitors based on our comprehensive product offerings, technical expertise, strong partner and vendor relationships, and broad referral base of customers.

~~Web~~Global ~~Site: Consonus~~IT ~~has~~Industry updated its web site. The new web site more effectively communicates the company vision, supports social networking, and more specifically communicates the key solution areas in which the company is focused.Outlook

Over the last few years, the IT industry has undergone an evolutionary transition, adapting to changing solution requirements, technologies and distribution models. IT now has the capacity to merge previously separate content streams (data, voice and video), delivering information in a more efficient and integrated manner. The content format and delivery platforms now use a unified infrastructure, comprised of computers linked by an internet protocol (“IP”) communications network. Advances in IT have transformed its role in the workplace from producing and managing massive amounts of data to delivering useful information and from linking direct communications to mobile and/or multi-location collaboration to a more virtually distributed model. Using today’s IT, enterprises and executives can create a ready environment for collaboration, innovation and decision-making. To serve clients well, IT solution providers must now understand, adapt and deliver the integrated solutions that can leverage these powerful business capabilities.

IT plays a key role in driving business growth and in facilitating faster, more responsive and lower-cost business operations. Given the challenges and costs of internally developing, deploying and maintaining complex and up-to-date IT systems and infrastructure, enterprises have been turning to outsourced IT services for their needs. Starting in the 1990s, many companies reduced their technology costs and deployment times by outsourcing to lower-cost offshore destinations, such as China and India, which have large pools of high-quality and cost-effective IT services professionals.

The current outlook for IT services remains upbeat. Despite uncertainties in current global economic environment that would make enterprises cautious and push out purchase decisions, there are also many enterprises planning for growth. They are the enterprises who have undertaken the strong growth that many leading services providers have enjoyed in 2011. While the overall IT services growth forecasts have been revised slightly downward in the areas of consulting and system integration and business process outsourcing (BPO) due to slowdowns in the U.S. and Europe; China, India and Latin America remain strong with ongoing-double digit growth expectations. According to Gartner, the global IT spending will reach approximately $3.7 trillion in 2011 from $3.2 trillion in 2009, representing a compound annual growth rate of 7.6%, and is expected to grow to approximately $4.5 trillion by 2015. As part of overall global IT spending, Gartner forecasts computing hardware will grow by 10.2% CAGR from $375 billion in 2010 to $610 billion in 2015. Within the computing hardware segment, PCs and consumer electronics are the laggards of growth along with muted replacement cycle for Windows 7; however, storage still remains the strongest and continues to see an increase in demand for data storage. Software spending is expected to increase from $244 billion in 2010 to $351 billion in 2015, representing approximately 8% CAGR. Telecommunications will account for the biggest spending with expectation of increasing from $2.0 trillion in 2010 to $2.5 trillion in 2015, representing a 4.6% CAGR.

IT Solutions

The Cloud and Managed Services Market

Managed service is a service managed and delivered by a provider under a contracted service level agreement. A managed service provider takes complete management responsibility to deliver a service that was traditionally delivered by the internal staff. They have to be customized based on the unique needs of the organization and the service provider's portfolio of services. Over the last decade, IT service providers have become leaders by moving up through the business value chain. Having acquired functional knowledge of businesses, these solutions providers have developed the ability to provide managed business and operational system support services besides network and systems. Managed services have proven to be significant transforming agents for businesses in today's highly complex and fast moving technology space where meeting and exceeding a price sensitive customer demand is of utmost importance.

Third party managed service providers for IT operations, whose business strategy and models are aligned to meet a customer's IT operation's needs are better positioned to build efficiencies within the system. They offer technological and transformation expertise to organizations whose core business is not focused on IT operations. Managed IT services can fall into categories such as plan and design, build, hosting and operate. Plan and design entails planning, designing, development, and optimization of business applications, support systems, network, and systems. Functions served are service desk, backup, and recovery. Build entails technology evaluation, integration, and implementation of networks, services, and end user application development, maintenance and support of business systems. Hosting is where businesses outsource the complete IT infrastructure and host business applications and support systems on a service provider's network. The service provider is responsible for application availability and performance whereas the business focuses completely on its core business strategies and market leadership. Value proposition for managed services include benefits such as freeing up resources and focusing on core business, driving efficiency through service level management, sharing responsibility, risks and rewards with trusted partner, accessing experts, enterprise tools and world-class methodologies and achieving higher levels of service, which leads to what really matters to organizations - reduction in Opex and optimization of Capex.

According to Gartner, spending on cloud services has outpaced other sectors and is growing more than four times the overall global IT spending. Gartner forecasts worldwide market for public cloud services of all types was $74.3 billion in 2010, up from $58.6 billion in 2009, representing a growth rate of 26.7%. The market for cloud services aimed at IT buyers, excluding business process services, was $14 billion in 2010 and is projected to be $43.3 billion in 2015, representing a 25.3% CAGR. By 2015, the total market will be worth $176.8 billion, which represents a five-year CAGR from 2010 of 18.9%. With such robust growth cloud services spending still accounts for only 5% of overall global IT spending. Within cloud services, Gartner expects PaaS market to grow from $512 million in 2010 to $1.7 billion in 2015, representing a CAGR of 27.9%.

The Security Services Market. According to IDC, less than one third of the information in the digital universe has at least minimal security or data protection, and only about half the information that should be protected is protected. The amount of information that needs to be secured is growing faster than the ability to secure it as enterprises migrates more and more sensitive business data to the cloud and mobile devices. Social networking and other collaboration tools are also area for potential sensitive data leaks.

Gartner predicts that corporate spending across the world for a broad swath of security services will climb from about $35 billion in 2011 to over $49 billion in 2015, with the managed security services expected be among the fastest growing segments. Gartner predicts that managed security services will grow from about $8.0 billion in 2011 to $14.9 billion in 2015. Other segments, such as security consulting, are also expected to experience rapid growth, rising from $9.6 billion in 2011 to $12.2 billion in 2015. Security services purchases are usually tied to purchases of hardware and software according to Gartner. The North American security services market is expected to surpass $14.6 billion in 2012 and grow to $19.0 billion in 2015.

Mobile Access and Managed File Transfer. The managed file transfer (MFT) market has grown rapidly as enterprises seek unified management over the mass movement of information. Most enterprises are limited in their file transfer capabilities and often faced with challenges to meet increasing business demands from partners, customers and new business initiatives, while assuring security and exercising governance over the transfer of data. Benefits of managed file transfer include the consolidation of file sharing applications to a single platform for an entire organization, elimination of hardware and software needs, easy to scale and high security standards. Managed file transfer and the need to access data are also carrying over to mobile platforms. Accessing data and files from mobile devices will continue to grow at an exponential rate as adoption of smartphones and tablets continue to increase on consumer and enterprise levels, carrier networks become faster and data usage increases per user. While laptops remain as the main device used to connecting to the Web, accessing and transferring files, and consuming data, smartphones and tablets will eventually outpace laptops in data consumption mainly due to they ability to perform the functions of a laptop and the proliferation of streaming videos and device applications. Gartner expects mobile data traffic to grow 26-fold between 2010 and 2015 with mobile data revenue more than doubling from $257 billion to $552 billion in 2015. According to the IDC, the market size for worldwide mobile device management was estimated to be $265 million in 2009 and is forecasted to grow to $383 million by 2014 at a CAGR of 7.6%.

The Data Center Market

According to studies prepared by IDC, the amount of digital information created and replicated in a year, grew by 62% in 2009 and by 50% in 2010 reaching 1.2 zettabytes. In 2011 it is expected to reach 1.8 zettabytes, or double the size in 2009. Considering this growth, IDC is predicting that by 2020, the Digital Universe will expand to 35 zettabytes, or 44 times the size it was in 2009.

IDC forecasts that as much as 15% of the information in the Digital Universe in 2020 could be part of a cloud service – created in the cloud, delivered to the cloud, stored and manipulated in the cloud, etc. Additional information could also “pass through the cloud,” that is, be transported using a cloud services email system or shared community, be stored temporarily on disk drives in the cloud, be secured via a cloud service, etc. By 2020, more than a third of all the information in the Digital Universe will either live in or pass through the cloud.

As the amount of digital information expands and gets more complex, processing, storing, managing, securing, and disposing of the information in it become more complex as well. As a consequence, IDC believes that, over the next decade, the number of servers (virtual and physical) worldwide will grow by a factor of 10, the amount of information managed by enterprise data centers will grow by a factor of 50, and the number of files the data center will have to process will grow by a factor of at least 75.

According to Gartner, worldwide data center hardware spending is projected to reach $98.9 billion in 2011, up 12.7% from 2010 spending of $87.8 billion. Data center hardware spending is forecast to total $106.4 billion in 2012, and surpass $126.2 billion in 2015. Data center hardware spending includes servers, storage and enterprise data center networking equipment. According Gartner, growth is expected to be highest in emerging regions, particularly Brazil, Russia, India and China (the BRIC countries). Currently, large data storage is the main growth driver in this market. Although only a quarter of data center hardware spending is on storage, almost half of the growth in spending is expected to come from the storage market.

The largest data center operators (generally exceeding 500 racks of equipment) are expected to increase their share of spending from 20% of the overall market in 2010 to 26% in 2015, driven by the migration of customer data into the cloud and the transition from internal, company owned data centers to external managed by third-party providers.

The IT Virtualization Market

Virtualization of software and servers create more effective automated control of business processes. The on-demand deployment model depends on the implementation of cloud computing. The ability to deploy virtual application images on any platform at any time has increased significantly. Users can access their full corporate desktops through iPads, smartphones and other connected devices. Organizations will be attracted by the lower overall energy requirements of virtual desktops, enhanced business continuity and disaster recovery capabilities, cost savings, better end point security, matching employee needs and workplace transformation. Business software as a service (SaaS) applications and cloud computing models have matured and adoption has become an issue for every IT department. Private cloud systems provide security, response time, and service availability. Applications, platforms, and infrastructure are evolving separately. SaaS software as a service application is widely known by the salesforce.com computing model. Platform as a service (PaaS) and infrastructure as a service (IaaS) complement SaaS as compelling aspects of cloud computing and infrastructure services. An organization's application development team and the application portfolio need to be managed gradually as a part of the IT infrastructure. It is generally managed on an application by application basis. Applications represent a major source of IT value and are a large IT cost component.

Markets depend on virtualization to make information technology delivery a utility. On demand systems scale to meet the needs of users and users only pay for the capacity they use. Strategies relate to different ways to position software, hardware and services for the most effective product set. The popularity of the on-demand deployment model has increased significantly. According to WinterGreen Research, the virtualization market is expected to grow from $5.8 billion in 2010 to $16.0 billion in 2017, representing a CAGR of 15.6%.

The Data Storage and Archiving Solutions Market

The managed storage services provide the means for clients to outsource certain tasks and functions of archiving a company's data for services such as disaster recovery, backups, and offsite mirroring. The software and services provided help enterprise IT organizations better manage the complexities of their data storage environments and can increase management control and asset efficiencies to reduce storage management costs and complexities. With data and information being the lifeblood of the digital economy and as companies seek to collect greater client data, and archive those metrics, it becomes more important to determine how to manage and save these measurements cost-effectively.

Long-term market drivers would include data buildup, advancements in transfer speeds and growth of streaming media. As clients gain greater sources for data, capturing a plethora of information from point of sale, marketing, and other corporate needs, storage is even more critical. While hosting companies store data on their server, storage companies back up mission-critical data for quick and easy storage and recovery. Growth of market, driven by content-rich applications has also played its role and will continue to motivate users to seek outsourced options for storage. Advancements in transfer speed have allowed storage companies the ability to transfer large amounts of data anywhere in the world faster and more reliably. For example, the decrease in bits per second costs of transferring data over a long distance has accelerated the growth of Social Service Payment Systems (SSPs), Virtual Private Networks (VPNs), and other Internet Protocol (IP) markets. The growth of streaming media on the Internet has also created a demand for high capacity storage of audio and video data files. As streaming media files become more quality orientated and depth of content increases, the need for reliable storage and recovery of streaming media files grows. This also opens the paradigm for new business markets. For example, a music dealer with music videos online through which customers can purchase and download a current video, enabling the transaction to take place. With managed storage extended, a business can put the most commonly accessed data on the edge. Modular services mean that a client picks the hosting, storage, and the CDN side to create a customized modular solution for their data needs.

~~Branding: Consonus~~According ~~has~~to ~~developed~~Gartner, aworldwide ~~new~~storage ~~logo,~~professional aservices ~~tag~~is ~~line~~forecasted ~~“get~~to ITgrow from $14.7 billion in 2009 to $18.3 billion in 2014. The strongest growth will come from Asia / Pacific with $853 million in 2009 to $1.4 billion in 2014, ~~virtually~~representing ~~anywhere”~~an 11% CAGR, ~~and~~followed ~~has~~by ~~developed~~Latin aAmerica ~~more~~with ~~robust~~8.0% ~~branding~~CAGR ~~program~~from ~~that~~$443 ~~will~~million ~~enable~~in ~~more~~2009 ~~effective~~to ~~lead~~$653 ~~generation~~million in 2014.

~~This~~The ~~increased~~Business ~~emphasis~~Process inOutsourcing ~~marketing~~(BPO) has resulted in a strong growth in web site traffic and significant growth in sales leads from internet search and the web site. Our marketing team maintains excellent metrics to demonstrate a positive return on the marketing investments.Market

~~Customers~~The global BPO market is forecasted to grow 6.0% and 3.3% in 2011 and 2012 respectively, according to studies conducted by Gartner. Through 2015, the global BPO market is expected to grow at a CAGR of 4.2%. The United States still remains as the largest BPO market with its five year growth rate at 3.8% primarily due to economic uncertainties and consolidations, while emerging countries are expected to grow almost twice the pace of the overall global rate. The main reason for the strength in emerging countries is that large enterprises continue to use BPO to reduce costs. In addition, there has been an uptick in transaction volume in recruiting, billing, marketing campaign design, communication and planning in the customer management domain.

~~Consonus’~~According ~~largest~~to ~~10 customers~~Gartner, ~~represented~~North ~~approximately~~America 28is expected to grow 3.6% ~~with~~in no2011 ~~one~~with ~~customer~~a ~~representing~~five ~~greater~~year ~~than~~CAGR 5of 3.9%. The low growth rate is attributable to the housing market still being in the slump and high unemployment rate. Through 2015, ofGartner ~~its~~expects ~~revenue~~Asia / Pacific to have higher demand for services related to Customer Management (CM), Human Resource (HR) outsourcing, Finance and Accounting outsourcing, banking and financial services such as credit card processing and mortgage services, billing services within the ~~year~~telecom ~~ended~~sector ~~December 31~~and supply management BPO including procurement outsourcing. Asia / Pacific is expected to grow 16.2% in 2011 with a 9.8% CAGR up to 2015. The main regions responsible for driving the growth will be China, ~~2010~~India and Australia. Latin America is expected to grow 13.2% in 2011 with a CAGR of 9.2% through 2015. Growth will predominately come from Brazil as adoption of BPO increases from domestic companies and large enterprises with presence.

~~Contracts~~According to Gartner, BPO spending in 2010 was $99.9 billion for North America, $9.0 billion for Asia / Pacific and $7.4 billion for Latin America and is expected to increase in 2015 to $120.8 billion for North America, $14.3 billion for Asia / Pacific and $11.5 billion for Latin America.

~~Consonus~~The ~~generally~~Smart ~~provides~~Grid ~~broad product offerings across the IT infrastructure and data center space to its customers using the following contractual arrangements:~~Market

•Frost ~~Service~~& ~~Agreements: The~~Sullivan ~~most~~states ~~common~~the ~~type~~worldwide ofmarket ~~agreements~~in ~~that~~2010 itwas ~~has~~$24.0 ~~entered~~billion, ~~into~~which ~~for~~is ~~the~~expected ~~provision~~to ofgrow ITat ~~infrastructure~~59.7% and ~~data~~they ~~center~~are ~~services~~projecting isan ~~the~~average ~~service~~annual ~~agreement~~growth rate of 26.6% Infrom ~~its~~2010 ~~service~~through ~~agreements,~~2017. aSpending ~~customer~~in ~~commits~~the toUS ~~purchase~~is aestimated ~~type~~at ofabout ~~service~~$9.5 billion per year according to ~~their~~Green ~~individual~~Tech ~~requirements.~~Media, ~~These~~is ~~service~~expecting ~~agreements~~to ~~contain~~level ~~terms~~off ~~that~~or ~~are~~even ~~generally~~decline ~~consistent~~as ~~with~~the ~~industry~~federal ~~practices.~~government ~~Typically~~supported ~~Consonus’~~project ~~managed~~complete ~~service~~their ~~agreements~~implementation. ~~can~~EMEA ~~only~~is expected to be ~~terminated~~a byhigh ~~its~~growth ~~customers~~region with an energy directive focused toward 80% smart meter penetration in the ~~event~~residential ofsector aby ~~continued~~2020 ~~period~~and 25 percent of ~~service~~the ~~interruption.~~meters Inin the ~~case~~EU will be “smart” by the end of ~~some~~2012. According to Frost & Sullivan a group of ~~its~~25 ~~maintenance~~countries ~~manager~~in ~~support~~Eastern ~~agreements~~Europe, ~~the~~Latin ~~customer~~America, ~~can~~Africa ~~terminate~~and ~~the~~Southeast ~~agreement~~Asia ~~with~~will represent a ~~60-day~~$27 ~~notification;~~ billion smart metering market which could reach $49 billion by 2020. The cost of smart grid is about 40% for the meter, 20% for installation, 15% system integration, 10% communication, and 5% program management.

•The ~~Statements~~Brazilian ofMarket Work: Consonus has also entered into Statements of Work, or SOWs, for the provision of IT infrastructure services. Each SOW summarizes a customer's project scope, including their IT platform/infrastructure initiatives and design recommendations. Each SOW also evaluates a customer's current and future system quality requirements (such as reliability, availability and scalability).Opportunity

~~Consonus~~Brazil ishas ~~substantially~~experienced ~~dependent~~strong onfundamental ~~contracts~~growth ~~with~~over the ~~following~~last ~~vendors:~~decade ~~Avnet, Inc~~driven by major changes in the macroeconomic framework of Brazil which has encouraged Foreign Direct Investment (FDI)., During ~~Sun~~the ~~Microsystems~~last decade, ~~Inc.,~~ ~~Symantec~~the ~~Corporation~~stronger ~~and~~than ~~NetApp,~~average ~~Inc.~~growth ~~The~~has ~~material~~been ~~terms~~supported ofby ~~its~~the ~~contractual~~new ~~relationship~~environment ~~with~~created ~~each~~by ofthe ~~Avnet, Inc~~public policies changes and through the commodities boom driven by demand from China., ~~Sun~~For ~~Microsystems~~the next decade, ~~Inc.,~~Brazil’s ~~Symantec~~growth ~~Corporation~~is expected to pick up more speed as big new deep-sea oilfields come on stream, and ~~NetApp,~~as ~~Inc~~Asian economies appetite for food and minerals from the country’s vast land continues to expand. ~~are~~The ~~summarized~~Centre ~~below:~~ for Economics and Business Research (CEBR) reported that Brazil has overtaken Britain as the world’s sixth largest economy.

•Government ~~Distribution~~policies ~~Agreement with Avnet, Inc.: Pursuant~~ to apromote ~~distribution agreement between STI and Avnet~~investments, ~~Inc.~~ ~~dated~~especially ~~May 1,~~in ~~2007,~~infrastructure ~~STI purchases from Avnet, Inc. certain software~~ and ~~hardware products for resale~~ in the ~~United States.~~industrial ~~Avnet~~capacity, ~~Inc.~~ isformally ~~one~~listed ofon ~~its~~the ~~principal~~Government’s ~~stockholders~~Growth ~~and~~Acceleration ~~lenders~~Plan (PAC), ~~and~~has isenhanced athe ~~distributor~~opportunities ofgenerated ~~computer~~by ~~hardware,~~the ~~software licenses~~size, ~~maintenance~~diversity ~~contracts~~ and ~~services~~growth ~~for~~potential ~~various~~of ~~manufacturers~~the ~~and~~Brazilian ~~vendors~~market. ~~This~~The ~~distribution~~growth ~~agreement~~in ~~specifies~~industrial ~~that Avnet~~production, ~~Inc.~~ isforeign ~~intended to be STI's distribution partner~~ and islocal ~~subject~~investments towill ~~one-year~~increase ~~renewal~~the ~~terms~~demand ~~after~~for ~~the~~IT ~~first~~products ~~year~~and services.

•Additionally, ~~Agreement~~the ~~with~~World ~~Sun~~Cup ~~Microsystems, Inc~~in 2014 and the Olympics in 2016 will have great economic impacts in the country.~~: Pursuant~~ toThe anWorld ~~agreement~~Cup ~~between~~is ~~STI~~more ~~and~~important ~~Sun~~for ~~Microsystems~~the country as a whole, ~~Inc.,~~ ~~STI~~since ~~markets~~it will be held in 12 different cities and ~~sells~~generating ~~Sun~~investments ~~Microsystems, Inc~~over a larger scope of the country. ~~hardware~~The ~~maintenance,~~projected ~~software~~cost ~~support~~for ~~and~~both ~~other~~sporting ~~products~~events is of approximately $63 billion ($52 billion for the World Cup and ~~services~~$11 billion for the Olympics), equivalent to ~~end-user~~3.8% ~~customers~~of Brazilian GDP. In recent years, investments in ~~the~~infrastructure ~~United States.~~such ~~This~~as ~~agreement~~transport, ~~names~~hotels, ~~Avnet~~airports, ~~Inc~~ among others, have cost about 0.72% asof GDP per year. Currently, the ~~distribution~~estimate ~~partner~~for ~~and~~the next seven years is ~~automatically~~an ~~renewed~~increase onof a75% ~~yearly~~for ~~basis~~annual investments.

• Solutions Provider Agreement with Symantec Corporation: Pursuant to a solutions provider agreement between STI and Symantec Corporation (all of STI's contracts with Veritas Software Global Corporation have been assigned to Symantec Corporation following Symantec's acquisition of Veritas Software Global Corporation), STI is a non-exclusive reseller of Symantec Corporation's products, professional services and first-year support, of which all product and support, except support renewals, are purchased through Avnet, Inc. This agreement is automatically renewed for a further 12 month period on April 1 of each year.

• Authorized Reseller Agreement with Network Appliance, Inc: Pursuant to an agreement between STI and Network Appliance, Inc. (NetApp), STI markets and sells NetApp products and services, hardware support and software support to end-user customers in the United States. This agreement names Avnet, Inc. as the distribution partner and is automatically renewed on a biennial basis.

Products and Services

Consonus is a provider of IT infrastructure, data center solutions and related managed services to the growing small and medium size business market in the East, Southeast and select markets in the Western part of the United States. Consonus’ comprehensive suite of services and solutions are organized under the following two headings: data center services and solutions and IT infrastructure services and solutions.

~~Data~~The ~~Center~~growth ~~Services~~in the Brazilian population and ~~Solutions~~increasing residential broadband penetration region wide has driven strong growth in Internet usage in Latin America, increasing the demand for network bandwidth. Brazil specifically is benefiting as more people move from shared-access environment to home and work use making it the 8th largest Internet audience in the world supported by its 20% growth in 2010. Internet services and offerings such as eCommerce, online banking, online video and streaming, presidential elections and social networking, are becoming more mainstream and driving growth in data usage and internet start-ups.

~~Consonus’~~Global ~~suite~~Internet ~~of data center services and solutions includes the following:~~Users

~~Managed~~Source: ~~Services~~ComScore: The Brazilian Online Audience – February 2011

~~Consonus’~~Information ~~high~~Technology ~~availability,~~Industry ~~secure~~in ~~data center facilities provide a comprehensive spectrum of co-location and hosting services for its clients' IT infrastructure.~~Brazil

~~Consonus~~The ~~uses~~Brazilian ~~industry~~IT ~~standard~~market ~~best~~is ~~practices~~the largest in Latin America (Chart above) and the eighth largest globally. Brazil’s IT market is expected to ~~ensure~~reach ~~integration~~U.S. ~~between~~$113.2 billion in 2011. Latin America is currently 8.2% of the ~~servers~~worldwide IT market, ~~applications~~with Brazil representing 43% of it. Domestic and ~~networks~~international ~~available~~companies are expected to ~~its~~continue ~~customers,~~to ~~allowing~~invest itin IT to ~~monitor~~support ~~and~~robust ~~manage~~economic ~~their~~growth ~~critical~~in ITBrazil, ~~functions~~representing a CAGR of 11% from 2011 through 2015.

~~Managed~~The ~~Solutions~~Latin American IT Market by Size: Regional Comparison, 2010 (% of total region)

~~Consonus’~~Source: suite of managed services provide a single-source solution for all data center needs and enables its clients to utilize its specialized technical knowledge and benefit from reliable, uninterrupted services.IDC

Maintenance Manager

Consonus’ 24 x 7 staff offers multiple levels of support, from proactive, mission-critical service to basic, self-service maintenance. Its maintenance managers have an average industry experience of 12 years. Their experience across multiple technologies allows them to diagnose and resolve IT issues for Consonus’ clients in a relatively quick and efficient manner. With engineers answering calls, customers can immediately engaged with knowledgeable resource personnel that are able to solve their problems as opposed to waiting for call backs. Consonus’ highly skilled team resolves approximately 95% of support cases in-house. When its personnel is unable to resolve a customer's IT issue and it is necessary to refer it to the vendor, Consonus’ team follows a well-defined call handling process and serves as the customer's advocate, leveraging its relationship with the customer and the vendor to ensure a rapid response. This "single source accountability" is highly regarded by Consonus’ customers, as is evidenced by its 86% contract value renewal rate based on the twelve months ended February 28, 2010.

Consonus’ team of 11 Support Engineers, 2 Escalation Managers and 3 Service Managers who reside in its corporate headquarters and field offices, supports over 400 customers across diverse industries on a 24/ 7 basis. Consonus team handles an average of approximately 550 cases per month on technologies including Sun/Oracle Corporation, Symantec Corporation , NetApp, Inc., Hitachi Data Systems, Brocade, Linux and Windows. Consonus regularly receives the highest marks on audits from its vendors and satisfaction surveys from its customers.

Managed Bandwidth

Consonus’ managed bandwidth services connect client equipment directly to a high-performance, extensively connected, reliable, multi-carrier network.

New Data Center Services and Solutions

Consonus has recently launched, or will launch, an expanded offering of data center services and solutions, including the following products:

• Secure Archiving for the Enterprise (SAFETM) 2: This version of Consonus’ SAFE archiving service enables archiving of any kind of unstructured data (like documents, images, multi-media, and spreadsheets) to its remote secure, high-availability data center for safe keeping. Files are indexed and immediately retrievable with no end user training or specialized software required at the user’s computer system. This is an enhancement of its previous SAFE service which was focused on email archiving. Additional features in SAFETM 2 include e-discovery support and journaling (guaranteed capture of messages).

• Software as a Service Platform: Consonus offers a solution that enables companies – primarily independent software vendors – to offer access to their software application to end users via the Internet. Consonus currently intends to include the design, procurement, implementation, hosting, and management of the underlying infrastructure for a recurring fee, allowing its customers to focus on their core competency of software development while avoiding the capital expense otherwise required.

Worldwide IT ~~Infrastructure~~Growth ~~Services~~Comparison: ~~and~~2011-2015 ~~Solutions~~(CAGR)

~~Consonus~~Source: ~~trained~~IDC ~~team~~vQ2 of2011 ~~certified~~WW ~~consultants enables it to quickly identify IT infrastructure challenges, improve business processes and produce comprehensive IT infrastructure services and solutions for its clients.~~ Blackbook

~~Consulting~~Brazil’s IT growth forecast is positive due to two main factors: economy (GDP) growth and ~~Advisory Services~~an increase in IT investments by existing companies. During the global recession, Brazilian companies performed better than their global counterparts and invested in technology as a key enabler to increase competitiveness. This has positioned Brazil to continue to experience strong growth as market segments continue expanding their penetration and demand for IT as demonstrated below by Gartner’s IT spending forecast for Brazil:

~~Consonus~~Brazil ~~offers~~IT aSpending ~~variety~~Forecast ofin ~~professional~~Brazil, ~~and~~2010 ~~consulting~~– ~~services,~~2014 ~~including~~(USD ~~the following:~~Billion)

• IT Infrastructure Architecture Design and Installation: Consonus offers a comprehensive range of deployment services for complex IT architectures. All of its skilled consultants hold many of the highest vendor certifications required to design, install, and configure the latest solutions for virtualization, data protection, servers, software, and storage.

	2010		2014		CAGR % 2010-2014
Computing Hardware	$	12.8	$	21.9		14.3
Software		3.2		5.7		15.3
IT Services		13.1		19.5		10.6
Telecommunications		84.0		117.8		8.8
Total IT	$	113.1	$	164.9		9.9

• Source: ~~Assessment,~~Gartner: ~~Consolidation~~Emerging ~~and~~Market ~~Disaster Recovery Planning~~Analysis: ~~Ensuring~~ ~~business~~BRIC, ~~continuity~~Setting ~~requires~~Course ~~the~~for ~~ability~~Steady toGrowth, efficiently consolidate data as well as manage and replicate information in order to prevent downtime or loss of information. Consonus has developed an assessment methodology focused on designing and delivering customized IT infrastructure solutions which deliver performance and cost benefits that meet its clients' IT planning needs.2011

•According ~~Regulatory~~to ~~Compliance~~Gartner, ~~Tools: Consonus~~Chief ~~offers~~Investment aOfficers’ ~~variety~~(CIO) ofhave ITremained ~~infrastructure~~conservative ~~solutions~~implementing new technologies, waiting until it has been proven in similar environments. Virtualization, which ~~enables~~is ~~its~~already ~~clients~~mainstream with larger corporations, is expected to ~~address~~demonstrate increased acceptance with small and medium size businesses over the next couple of years. In addition, continued broadband deployment is enabling companies to seriously evaluate transitioning more of their ~~regulatory~~IT ~~compliance~~services ~~requirements~~to the cloud. Lastly, ~~including:~~adoption of smartphones is driving the demand for mobile services and computing, requiring additional investments in IT infrastructure to support demand.

•By ~~Document~~2014, ~~Retention: Consonus~~the ~~offers~~global ~~email~~external IT spending by SMBs is projected to grow to more than $1 trillion, ~~file~~with ~~system~~a five year CAGR of 5.7%. As small businesses increase in size, more business processes are being automated through application implementation along with increased infrastructure requirements for servers and ~~instant~~networking. The ~~messaging~~SMB ~~archival~~market is expected to increase from 45% in 2010 to 48% in 2014 as more affordable technology enables SMBs to integrate IT solutions into their business processes. Latin America SMBs, classified as 100 to ~~enable~~1,000 ~~businesses~~employees, are expected to ~~electronically~~outpace ~~comply~~the ~~with~~world, growing from $23.9 billion in 2010 to $34.5 billion in 2014, representing a 10.4% CAGR. In addition, approximately 76% of Brazilian SMBs invest only 0.5% to 2% of their ~~document~~gross ~~retention~~revenues ~~policies; and~~on IT, which is our target market. Brazilian SMB’s under investment in IT demonstrates the market opportunity to capitalize on future IT spending as their IT budgets continue to expand.

•The ~~Electronic~~Brazil ~~Storage~~IT ~~and~~services ~~Encryption: Consonus’~~market ~~offers~~grew ~~products~~24.8% ~~that~~in ~~enable~~2010 ~~encryption~~versus of2009, ~~client~~reaching ~~data~~$13.5 billion, ~~whether~~which ~~transmitted~~represents ~~over~~2.3% of the ~~network~~global orIT ~~stored~~services onmarket. ~~magnetic~~According ~~media~~to IDC, in addition to ~~prevent~~robust ~~exposure~~investments ofin ~~proprietary~~hardware (servers, ~~client~~storage devices, orperipherals ~~employee~~and ~~data~~networking equipment), specialized solutions in virtualization, consolidation, cloud computing, Enterprise Resource Planning (ERP) and Business Intelligence (BI) tools will continue to be major growth drivers. Furthermore, a greater boost in IT spending by both public and private organizations is forecast due to the increases in demand for IT solutions, particularly those related to Brazil’s IT infrastructure investments for the staging of the World Cup in 2014 and the Rio Olympics in 2016.

• Information Technology Infrastructure Library, or ITIL: ITIL is a framework of best practice approaches and methodology intended to facilitate the delivery of high quality IT services. ITIL outlines an extensive set of management procedures that are intended to support businesses in achieving both quality and value for their money in IT operations. Consonus’ staff includes one of the world's 400 ITIL masters, enabling it to be one of only four companies in North America to provide businesses with ITIL certification.

• Energy Efficiency: In partnership with select companies, Consonus provides energy efficiency consulting to its customers to enable its customers to reduce their data center energy costs and reduce the environmental impact of their data centers. Consonus has developed a suite of services to help its customers reduce spend on power, increase the lifespan of their data centers, and mitigate power and cooling issues in their data center facility.

• Virtualization: Consonus has a comprehensive set of services designed to help its customers realize the benefits of virtualization in their environments. This is accomplished by providing services focused on assessing the current environment, deployment of virtualization technology, setting corporate IT strategy, building and implementing operational best practices, and providing capacity management solutions.

• Cloud Computing: Many customers are struggling with how to utilize cloud technology to meet their business objectives. Consonus cloud enablement services help customers determine the right mix of private, public and shared cloud technologies to meet financial goals, manage business risk, and focus on core business areas while providing innovative solutions that result in competitive market advantage.

• Project Management: Consonus’ experience in delivering results oriented IT projects on time and on budget is the basis for our project management services. Consonus’ project managers can provide everything from project oversight to full program management of IT initiatives.

• Data Center Relocations and Migrations: Consonus’ uniquely positioned to assist its customers with a tried and proven process of planning and executing flawless data center relocations and migrations. Its focus on upfront planning and mitigation leads to data center moves that in its customers words “are uneventful.” Consonus’ experienced data center relocation experts manage all aspects of the move that includes planning, insurance, physical move, and final testing.

Hardware and Software Procurement and Provisioning

Consonus’ relationship with its vendors (see "Business Strengths – Established Relationships with Leading Industry Vendors") and its technical, sales and operations staff is an integral component of its hardware and software procurement process. Consonus’ strategic relationship with its vendors enables it to provide its clients with a comprehensive range of hardware and software products, including server, storage, network and virtualization technology. Its experienced technical, sales and operations staff employ a variety of configuration tools to determine hardware and software compatibility and deliver customized hardware and software products.

Competition

The market for IT infrastructure and data center services and solutions is highly fragmented. The industry includes small regional providers serving the small and medium size business market, notably in secondary markets such as Raleigh, Nashville, Birmingham and Richmond, and a limited number of national and multi-national providers that serve larger business clients notably in metropolitan markets such as Los Angeles, New York, San Francisco and Washington. Generally speaking, the small regional providers focus their services on the provision of physical space (hosting and co-location) and managed bandwidth with a limited offering of IT infrastructure and data center services and solutions. National and multi-national providers' generally either focused on hosting, co-location and managed services or on being full service IT infrastructure outsourcing providers.

Consonus’ current and potential competitors can be divided into 3 categories:

• national and international hosting, co-location and managed service providers;

• regional hosting providers; and

• national and international full service IT infrastructure outsourcing providers.

National and international hosting, co-location and managed service providers include companies such as Equinix Inc., SAVVIS, Inc., Terremark Worldwide, Inc. and FusionStorm. These companies provide physical space (hosting and co-location), managed bandwidth and network services, and to varying degrees, some data center related services such as system and network monitoring, security and data and system management. Consonus generally does not compete with these providers because they operate principally in metropolitan markets targeting multi-national companies. In the limited instances where these providers have pre-existing business relationships with businesses in Consonus’ target small and medium size business secondary markets, Consonus differentiate itself by providing physical space (hosting and co-location) as well as a broader offering of IT infrastructure and data center services and solutions.

Regional hosting providers include companies such as Hosted Solutions Inc. and Peak 10 in North Carolina, C7 in Utah and ViaWest in Colorado. These companies have limited IT infrastructure and typically only provide physical space (hosting and co-location), managed bandwidth, network monitoring and security, and some managed services. Consonus believes these regional hosting providers generally do not possess the technical knowledge or resources required for in-depth customer support and product development. Consonus believes these factors, in addition to its comprehensive breadth of IT infrastructure and data center service and product offerings will, enable it to effectively compete with the regional hosting providers.

National and international IT outsourcing providers include companies such as Electronic Data Systems Corporation and International Business Machines Corporation, or IBM. These companies provide IT infrastructure and data center services and solutions, including, application hosting, site management, IT professional and consulting services, technology design, co-location facilities and managed bandwidth. These companies generally target large multi-national companies with global IT sites and broad managed service needs in primary markets and generally do not focus on small and medium size businesses in secondary markets. Consonus has, in limited cases, leveraged its core competencies in the data center, including designing, deploying and supporting mission-critical computing environments to service large multi-national customers in primary markets. Consonus also competes with mid sized companies such as DataLink and Agilysis that provide IT infrastructure and data center solutions.

Facilities

Consonus has leased regional sales offices located in the following cities: (a) Atlanta, GA; (b) Birmingham, AL; (c) Charlotte, NC; (d) Ft. Lauderdale, FL; (e) Greenville, SC; (f) Nashville, TN; (g) Salt Lake City, UT; and (h) Rockville, MD.

For additional information, regarding Consonus please refer to the Company's registration statement on S-4/A filed with the SEC on February 10, 2011.

Item 1A. Risk Factors.

RISK FACTORS

We have ~~recently~~a ~~incurred~~history ~~net~~of operating losses, and we may ~~continue~~need additional financing to ~~incur~~meet ~~net~~our ~~losses~~future inlong ~~the~~term ~~future~~capital requirements.

~~The~~We ~~net~~have ~~loss~~a history of ~~Midas~~losses ~~Medici was $2,554,964~~ and ~~$1,582,108 in~~may ~~2010~~continue ~~and~~to ~~2009,~~incur ~~respectively.~~operating ~~Our~~and ~~accumulated~~net ~~deficit~~losses asfor ofthe ~~December~~foreseeable ~~31, 2010 was $4,817,626~~future. We ~~currently~~incurred ~~have~~ a ~~working~~consolidated ~~capital~~net ~~deficiency~~loss of approximately $211,~~359,777~~496 asfor ofthe year ended December 31, ~~2010.~~2011 ~~Our net losses in 2010~~ and ~~2009~~a ~~were driven principally by deteriorated macroeconomic conditions and the fixed~~consolidated ~~cost~~net ~~nature~~income of ~~our~~approximately ~~business. More recently~~$12,398 ~~our~~for ~~net~~the ~~losses~~year ~~have~~ended ~~been~~December ~~driven~~31, ~~principally~~2010. byAs ~~general~~of ~~and~~December ~~administrative~~31, ~~marketing~~2011, ~~operating~~our ~~and~~accumulated ~~depreciation~~deficit ~~and~~was ~~amortization~~approximately ~~expenses~~$23,784. ~~relating~~We tohave ~~investing~~not inachieved ~~human~~profitability ~~capital~~on toan ~~support~~annual ~~our~~basis. ~~newer~~We ~~service~~may ~~offerings~~not ~~and~~be ~~grow~~able ~~our presence in Europe. To try~~ to ~~grow~~ ~~our~~reach ~~revenues~~a ~~and~~level ~~customer~~of ~~base,~~revenue ~~we plan~~ to ~~continue~~achieve ~~emphasizing~~profitability. ~~the~~If ~~expansion~~our ~~and~~revenues ~~development~~grow ofslower ~~our~~than ~~services~~anticipated, ~~which~~or ~~will~~if ~~include~~operating ~~increased~~expenses ~~marketing~~exceed ~~and~~expectations, ~~operating~~then ~~expenses.~~we Wemay ~~cannot~~not be ~~certain~~able ~~that~~to byachieve ~~incurring~~profitability ~~these~~in ~~expenses~~the ~~our~~near ~~hoped-for~~future ~~revenue~~or ~~growth~~at ~~will occur. Further~~all, ~~even~~which ~~with additional investment we~~ may ~~never~~depress ~~obtain~~our ~~profitability~~stock price.

17We may require additional funds in the future to fund our business plans, either through additional equity or debt financings or collaborative agreements or from other sources. We have no commitments to obtain such additional financing, and we may not be able to obtain any such additional financing on terms favorable to us, or at all. In the event we are unable to obtain additional financing, we may be unable to implement our business plan. Even with such financing, we have a history of operating losses and there can be no assurance that we will ever become profitable.

We face intense competition from many competitors that have greater resources than we do, which could result in price reductions, reduced profitability and loss of market share.

We operate in highly competitive markets and generally encounter intense competition to win contracts and acquire new business. Many of our competitors are larger and have greater financial, technical, marketing and public relations resources, larger client bases, and greater brand or name recognition than we do. Some of our competitors are ICF International, Navigant Consulting, IBM, and Accenture. We also have numerous smaller competitors, many of which have narrower service offerings and serve niche markets. Our competitors may be able to compete more effectively for contracts and offer lower prices to clients, causing us to lose contracts. In order to compete, we may be forced to lower the prices at which we offer our services in order to win or retain contracts, which could lower our margins or cause us to suffer losses on contracts that we do win. Some of our subcontractors are also competitors, and some of them may in the future secure positions as prime contractors, which could deprive us of work we might otherwise have won. Our competitors also may be able to provide clients with different and greater capabilities and benefits than we can provide in areas such as technical qualifications, past performance on relevant contracts, geographic presence, ability to keep pace with the changing demands of clients and the availability of key professional personnel. Our competitors also have established or may establish relationships among themselves or with third parties, including through mergers and acquisitions, to increase their ability to address client needs. Accordingly, it is possible that new competitors or alliances among competitors may emerge. We also may compete with our competitors for the acquisition of new businesses. Our competitors may also be able to offer higher prices for attractive acquisition candidates, which could harm our strategy of growing through selected acquisitions. In addition, our competitors may engage in activities, whether proper or improper, to gain access to our proprietary information, to encourage our employees to terminate their employment with us, to disparage our company, and otherwise to gain competitive advantages over us. ~~For further information regarding competition, see the section entitled “Business — Competition.”~~ If we are unable to compete successfully in the provision of services to clients and for new business, our revenue and operating margins may decline.

~~Because~~Our ~~much~~IT ofservices ~~our~~and ~~work~~solutions ishave ~~performed~~a aslong ~~short-term~~sales ~~projects,~~cycle ~~research~~that ~~assignments~~may ~~and~~materially ~~consulting~~adversely ~~engagements,~~affect weour ~~are~~business, ~~exposed~~financial tocondition aand ~~risk~~results of ~~under-utilizing our staff~~operations.

~~Utilipoint~~A ~~performs much~~customer's ofdecision ~~its~~to ~~work~~purchase ~~under~~other ~~short-term~~services ~~contracts.~~and ~~Even~~solutions ~~under~~from ~~many~~us oftypically ~~its~~involves ~~longer-term~~a ~~contracts,~~significant itcommitment ~~performs much~~ of ~~its work~~resources, ~~under~~including ~~individual~~time. ~~task~~These ~~orders~~long ~~and~~sales ~~delivery~~cycles ~~orders,~~for ~~many~~new ofbusiness ~~which~~not ~~are~~currently ~~awarded~~under oncontract atend ~~competitive~~to ~~basis.~~make Ifthe ~~Utilipoint~~timing ~~cannot~~and ~~obtain~~amount ~~new~~of ~~work~~our inrevenue aunpredictable. ~~timely fashion~~Furthermore, ~~whether~~we ~~through~~may ~~new~~expend ~~task~~significant ~~orders~~time orand ~~delivery~~resources ~~orders,~~in ~~modifications~~pursuing toa ~~existing~~particular ~~task~~sale ~~orders~~ or ~~delivery~~customer ~~orders,~~that ordoes ~~otherwise, it may~~ not beresult ~~able~~in ~~to keep its staff profitably utilized~~revenue. ItAs isa ~~difficult~~result toof ~~predict~~these ~~when~~factors, ~~assignments~~we ~~will~~believe bethat ~~obtained.~~our ~~Moreover,~~quarterly ~~Utilipoint must~~revenue ~~manage~~and ~~its~~results ~~staff~~of ~~carefully~~operations inare ~~order~~likely to ~~ensure~~vary ~~that~~significantly ~~consultants~~in ~~with~~the ~~appropriate~~future ~~qualifications are available when needed~~ and ~~are~~ ~~utilized~~that period-to-period ~~the~~comparisons ~~fullest~~of ~~extent.~~our ~~There~~operating ~~can~~results bemay nonot ~~assurance~~be ~~that~~meaningful. ~~Utilipoint~~Delays ~~can~~due ~~profitably~~to ~~manage~~length ~~the~~of ~~utilization~~our ofsales ~~its~~cycle ~~staff.~~may ~~Staff~~also ~~under-utilization~~materially ~~may~~adversely ~~hurt~~affect our ~~revenue~~ business, ~~profit~~financial condition and ~~operating~~ results of operations.

WeOur ~~have~~customers ~~reported~~may ~~several~~choose ~~material~~to ~~weaknesses~~ in-source ~~the~~IT ~~effectiveness~~capabilities ofas ~~our~~a ~~internal~~substitute ~~controls~~for ~~over~~our ~~financial~~services ~~reporting,~~ and ifsolutions, weconsolidate ~~cannot~~our ~~maintain~~relationships ~~effective~~with ~~internal~~other ~~controls~~providers or ~~provide~~choose ~~reliable~~to ~~financial~~manage ~~and~~their ~~other~~IT ~~information~~infrastructure in different ways, ~~investors~~any ~~may~~of ~~lose~~which ~~confidence~~could inadversely affect our ~~SEC reports~~success.

WeAs ~~reported~~our ~~material~~customers ~~weaknesses~~grow in ~~the~~size ~~effectiveness~~and ofcomplexity ~~our~~and ~~internal~~develop ~~controls~~more ~~over~~comprehensive ~~financial~~back ~~reporting~~office ~~related~~capabilities, there is an increasing likelihood that we will choose to ~~the~~in-source ~~lack~~key ofIT ~~segregation~~activities ofwhich ~~duties~~were ~~and~~previously ~~the~~provided ~~need~~by ~~for~~us ain ~~stronger~~an ~~internal~~attempt ~~control~~to ~~environment~~reduce expenses. In ~~addition,~~Although we ~~concluded that~~focused on building our ~~disclosure~~customer ~~controls~~base ~~and~~of ~~procedures~~small ~~were~~to ~~ineffective. Internal~~medium-sized ~~control~~businesses, ~~over~~currently, ~~financial~~many ~~reporting~~of isour ~~designed~~top to10 ~~provide~~customers ~~reasonable~~consist ~~assurances~~of ~~regarding~~relatively ~~the~~large ~~reliability~~enterprises, ofwhich ~~our~~may ~~financial~~further ~~reporting~~develop ~~and~~their own internal IT or data storage capabilities, thereby decreasing or eliminating the ~~preparation~~need offor our ~~financial~~services ~~statements~~and insolutions. ~~accordance~~Additionally, ~~with~~our ~~U.S.~~IT ~~generally~~customers ~~accepted~~may ~~accounting~~establish ~~principles~~relationships or strengthen existing, or ~~GAAP. Disclosure~~form ~~controls~~new ~~generally~~relationships ~~include~~with ~~controls~~systems ~~and~~integrators, ~~procedures~~third ~~designed~~party toconsulting ~~ensure~~firms ~~that~~or ~~information~~other ~~required~~parties, which could lead them to beterminate ~~disclosed~~their byrelationships with us, inor ~~the~~pursue ~~reports~~alternative wemeans ~~file~~to ~~with~~manage their IT infrastructure or data center related activities. If customers representing a material portion of our revenue base decide to terminate the ~~SEC~~services isand ~~recorded,~~solutions ~~processed~~we provide for them, ~~summarized~~our ~~and~~revenue ~~reported~~could ~~within~~materially ~~the~~decline ~~time~~and ~~periods~~this ~~specified~~may inadversely ~~the~~affect ~~SEC’s~~our ~~rules~~business, operating results and ~~forms~~financial position.

Effective internal controls over financial reporting and disclosure controls and procedures are necessary for us to provide reliable financial and other reports and effectively prevent fraud. If we cannot maintain effective internal controls or provide reliable financial or SEC reports or prevent fraud, investors may lose confidence in our SEC reports, our operating results and the trading price of our common stock could suffer and we might become subject to litigation.17

If weour ~~fail~~security tosystems ~~successfully~~are ~~educate~~breached ~~existing~~we ~~and~~could ~~potential~~incur ~~customers~~liability, ~~regarding the benefits of~~ our ~~service~~services ~~offerings~~may orbe ~~solutions~~perceived oras ifnot ~~the~~being ~~Smart Grid market fails to develop~~secure, and our ~~ability~~business ~~to sell our solutions~~ and ~~grow~~reputation ~~our business~~ could ~~be limited~~suffer.

Our ~~future~~IT ~~success~~business ~~depends~~involves onthe ~~commercial~~storage, ~~acceptance~~management and transmission of ~~our~~the ~~clean~~proprietary ~~energy~~information ~~and~~of ~~Smart~~customers. ~~Grid~~Although ~~solutions~~we ~~and~~employ ~~our~~control ~~ability~~procedures to ~~obtain~~protect ~~additional~~the ~~contracts.~~security Weof ~~anticipate~~data ~~that~~we ~~revenues~~store, ~~related~~manage toand transmit for our ~~consulting~~customers, ~~services~~we ~~and~~cannot ~~solutions~~guarantee that these measures will ~~constitute~~be asufficient ~~substantial~~for ~~portion~~this purpose. Breaches of our ~~revenues~~security ~~for~~could ~~the~~result ~~foreseeable~~in ~~future.~~misappropriation ~~The~~of ~~market~~personal ~~for~~information, ~~clean~~suspension ~~energy~~of ~~and~~hosting ~~Smart~~operations ~~Grid~~or ~~solutions~~interruptions isin ~~relatively~~our ~~new~~services. InIf ~~addition~~our security measures are breached as a result of a third-party action, ~~because~~employee ~~the~~error ~~clean~~or ~~energy~~otherwise, and ~~Smart~~as ~~Grid~~a ~~solutions~~result ~~sector~~customers' isinformation ~~rapidly~~becomes ~~evolving~~available to unauthorized parties, we ~~cannot~~could ~~accurately~~incur ~~assess~~liability ~~the~~and ~~size~~our ofreputation would be damaged. This could lead to the ~~market,~~loss of current and potential customers. If we ~~may~~experience ~~have~~any ~~limited~~breaches ~~insight~~of ~~into~~our ~~trends~~network ~~that~~security ~~may~~due ~~emerge~~to ~~and~~unauthorized ~~affect~~access, ~~our~~sabotage, ~~business.~~or ~~For~~human ~~example~~error, we may ~~have~~be ~~difficulty~~required ~~predicting~~to ~~customer~~expend ~~needs~~significant capital and ~~developing~~other ~~clean~~resources ~~energy~~to remedy, protect against or alleviate these and ~~Smart~~related ~~Grid~~problems. ~~solutions~~We ~~that~~also ~~address~~may ~~those~~not ~~needs~~be able to remedy these problems in a timely manner, or at all. IfBecause ~~the~~techniques ~~market~~used ~~for~~to ~~our~~obtain ~~consulting~~unauthorized ~~services~~network access or to sabotage systems change frequently and ~~solutions~~generally ~~does~~are not ~~continue~~recognized until launched against a target, we may be unable to ~~develop~~anticipate these techniques or implement adequate preventive measures. Our systems are also exposed to computer viruses, ~~our~~denial ~~ability~~of service attacks and bulk unsolicited commercial email, or spam. Being subject to ~~grow~~these ~~our~~events ~~business~~and items could because ~~limited~~a loss of service and wedata ~~may~~to ~~not~~customers, beeven ~~able~~if tothe ~~achieve~~resulting ~~profitability~~disruption is temporary.

The property and business interruption insurance our IT business carries may not provide coverage adequate to compensate us fully for losses that may occur or litigation that may be instituted against us in these circumstances. We could be required to make significant expenditures to repair our systems in the event that they are damaged or destroyed, or if the delivery of our services to our customers is delayed and our business could be harmed.

In addition, the U.S. Federal Trade Commission and certain state agencies have investigated various companies' use of their customers' personal information. Various governments have also enacted laws protecting the privacy of consumers' non-public personal information. Our failure to comply with existing laws (including those of foreign countries), the adoption of new laws or regulations regarding the use of personal information that requires us to change the way we conduct our business, or an investigation of our privacy practices could increase the costs of operating our business.

We are highly dependent on third-party service and technology providers and any loss, impairment or breakdown in those relationships could damage our operations significantly if we are unable to find alternative providers.

We are dependent on other companies to supply various key components of our infrastructure, including network equipment, telecommunications backbone connectivity, the connections from our customers' networks to our network, and connections to other Internet network providers. We are also dependent on the same companies for the hardware, software and services that we sell and deliver to our customers. For example, approximately 33%, 28%, and 27% of the products we sell in the U.S. are provided by Symantec, Oracle, and NetApp respectively, based on 2010 billings. There can be no assurance that any of these providers will be able to continue to provide these services or products without interruption and in an efficient, cost-effective manner, or that they will be able to adequately meet Consonus’ needs as its business develops. There is also no assurance that any agreements that we have in place with these third-party providers will not be terminated or will be renewed, or if renewed, renewed on commercially acceptable terms. If Consonus or Cimcorp are unable to obtain required products or services from third-party suppliers on a timely basis and at an acceptable cost, we may be unable to provide our data center and IT infrastructure services and solutions on a competitive and timely basis, if at all. If our suppliers fail to provide products or services on a timely basis and at an acceptable cost, we may be unable to meet our customer service commitments and, as a result, we may experience increased costs or loss of revenue, which could have a material adverse effect on our business, financial condition and operating results.

We sell products and services from third parties that may require us to pay for such products and services even if our customers fail to pay us for the products and services, which may have a negative impact on our cash flow and operating results.

In order to provide services such as bandwidth, managed services, other network management services and infrastructure equipment, we contract with third party service providers, such as Sun/Oracle Corporation, NetApp, Inc., XO Holdings, Inc., VeriSign, Inc. and Hewlett Packard Company. These services require us to enter into fixed term contracts for services with third party suppliers of products and services. If we experience the loss of a customer who has purchased a product or service, we will remain obligated to continue to pay our suppliers for the term of the underlying contracts. The payment of these obligations without a corresponding payment from customers will reduce our financial resources and may have a material adverse effect on our financial performance, cash flow and operating results.

We may fail to adequately protect our proprietary technology, which would allow competitors or others to take advantage of our research and development efforts.

We rely upon trade secrets, proprietary know-how, and continuing technological innovation to develop new data center and IT infrastructure services and solutions and to remain competitive. If our competitors learn of our proprietary technology or processes, they may use this information to produce data center and IT infrastructure services and solutions that are equivalent or superior to our services and solutions, which could materially adversely affect our business, operations and financial position. Our employees and consultants may breach their obligations not to reveal our confidential information, and any remedies available to us may be insufficient to compensate for our damages. Even in the absence of such breaches, our trade secrets and proprietary know-how may otherwise become known to our competitors, or be independently discovered by our competitors, which could adversely affect its competitive position.

We are dependent on the reliability and performance of our internally developed systems and operations. Any difficulties in maintaining these systems, whether due to human error or otherwise, may result in service interruptions, decreased service quality for its customers, a loss of customers or increased expenditures.

Our revenue and profit depend on the reliability and performance of our services and solutions. We have contractual obligations to provide service level credits to almost all of our customers against future invoices in the event that certain service disruptions occur. Furthermore, customers may terminate their agreements with us as a result of significant service interruptions, or our inability, whether actual or perceived, to provide our services and solutions at desired quality levels or at any time. If our services are unavailable, or customers are dissatisfied with our performance, we could lose customers, our revenue and profits would decrease and our business operations or financial position could be harmed. In addition, the software and workflow processes that underlie our ability to deliver our services and solutions have been developed primarily by our employees and consultants. Malfunctions in the software we use or human error could result in our inability to provide services or cause unforeseen technical problems. If we incur significant financial commitments to our customers in connection with our failure to meet service level commitment obligations, we may incur significant liability and our liability insurance and revenue reserves may not be adequate. In addition, any loss of services, equipment damage or inability to meet our service level commitment obligations could reduce the confidence of our customers and could consequently impair our ability to obtain and retain customers, which would adversely affect both our ability to generate revenue and our operating results.

We operate in a price sensitive market and are subject to pressures from customers to decrease our fees for the services and solutions we provide. Any reduction in price would likely reduce our margins and could adversely affect our operating results.

The competitive market in which we conduct our business could require us to reduce our prices. If our competitors offer discounts on certain products or services in an effort to recapture or gain market share or to sell other products, we may be required to lower our prices or offer other favorable terms to compete successfully. Any of these changes would likely reduce our margins and could adversely affect our operating results. Some of our competitors may bundle products and services that compete with us for promotional purposes or as a long-term pricing strategy or provide guarantees of prices and product implementations. In addition, many of the services and solutions that we provide sand market are not unique to us and our customers and target customers may not distinguish our services and solutions from those of our competitors. All of these factors could, over time, limit or reduce the prices that we can charge for our services and solutions. If we cannot offset price reductions with a corresponding increase in the number of sales or with lower spending, then the reduced revenue resulting from lower prices would adversely affect our margins and operating results.

If we are unable to retain and grow our IT customer base, as well as our end-user base, our revenue and profit will be adversely affected.

In order to execute our business plan successfully, we must maintain existing relationships with our IT customers and establish new relationships with additional small and medium-sized businesses. Our ability to attract customers will depend on a variety of factors, including the presence of multiple telecommunications carriers and our ability to provide and market an attractive and useful mix of products and services. If we are unable to diversify and extend our customer base, our ability to grow our business may be compromised, which would have a material adverse effect on our financial condition and results of operations.

If economic or other factors negatively affect the medium-sized business sector, our customers and target customers may become unwilling or unable to purchase our services and solutions, which could cause our revenue to decline and impair our ability to operate profitably.

Many of our existing and target customers include medium-sized businesses. These businesses are more likely to be significantly affected by economic downturns, such as the ongoing recession, than larger, more established businesses. Additionally, these businesses often have limited funds, which they may choose to spend on items other than our services and solutions. If a material portion of the medium-sized businesses that we services, or are looking to service, experience economic hardship, these medium-sized businesses may be unwilling or unable to expend resources on the services and solutions we provide, which would negatively affect the overall demand for our services and could cause our revenue to decline.

If we do not respond effectively and on a timely basis to rapid technological change, our business could suffer.

The markets in which we operate are characterized by changing technology and evolving industry standards. There can be no assurance that our current and future competitors will not be able to develop services or expertise comparable or superior to those we have developed or to adapt more quickly than we do to new technologies, evolving industry standards or customer requirements. Failure or delays in our ability to develop services and solutions to respond to industry or user trends or developments and the actions of our competitors could have a material adverse effect on our business, results of operations and financial condition. Our ability to anticipate changes in technology, technical standards and product offerings will be a significant factor in the success in our current business and in expanding into new markets.

If we lose key personnel upon whom we depend or fail to attract and retain skilled employees, we may not be able to manage our operations and meet our strategic objectives.

We believe that our success depends on the continued contributions of the members of our senior management team. Also, we rely on our senior management to generate business and manage and execute projects and programs successfully. In addition, the relationships and reputation that many members of our senior management team have established and maintain with client personnel and industry professionals contribute to our ability to maintain good client relations and identify new business opportunities. We are especially dependent on our senior management team’s experience and expertise to implement our acquisition strategy. The loss of key personnel could impair our ability to implement our growth strategy through acquisitions, identify and secure new contracts, to maintain good client relations, and otherwise manage our business.

Also, we must continue to hire highly qualified individuals who have technical skills and who work well with our clients. These employees are in great demand and are likely to remain a limited resource for the foreseeable future. If we are unable to recruit and retain a sufficient number of these employees, our ability to staff engagements and to maintain and grow our business could be limited. In such a case, we may be unable to win or perform contracts, and we could be required to engage larger numbers of subcontractor personnel, any of which could cause a reduction in our revenue, profit and operating results and harm our reputation. We could even default under one or more contracts for failure to perform, which could expose us to additional liability and further harm our reputation and ability to compete for future contracts. In addition, some of our contracts contain provisions requiring us to commit to staff engagements with specific personnel the client considers key to our performance under the contract. In the event we are unable to provide these key personnel or acceptable substitutes, or otherwise staff our work, the client may reduce the size and scope of our engagement under a contract or terminate it, and our revenue and operating results may suffer. In addition, consistent with their employment agreements, Nana Baffour, our CEO and Johnson Kachidza, our President and CFO, are only required to dedicate at least 65% of their time to of the Company. Our inability to utilize more than 65% of their time may adversely affect our ability to execute on our business plan.

We may not be able to identify suitable acquisition candidates or complete acquisitions successfully, which may inhibit our rate of growth.

In addition to organic growth, we intend to pursue growth through the acquisition of companies or assets that may enable us to expand our project skill-sets and capabilities, enter new geographic markets, add experienced management and expand our product and service offerings. However, we may be unable to implement this growth strategy if we cannot identify suitable acquisition candidates or reach agreements for potential acquisitions on acceptable terms, or for other reasons. Our failure to successfully implement our acquisition strategy could have an adverse effect on other aspects of our business strategy and our business in general and could inhibit our growth and future profitability. Our inability to procure adequate financing for acquisitions may adversely impact our ability to complete the acquisitions successfully or at all.

In addition if and to the extent we engage in acquisitions of companies of which our officers and directors are affiliates, conflicts of interest may arise in connection with the negotiations of acquisition terms and conditions which may impact our ability to complete those acquisitions on the most favorable terms to us.

We may not be able to successfully integrate acquisitions to realize the full benefits of the combined business, and may therefore suffer losses or not be as profitable as planned.

Acquisitions that we complete may expose us to a number of unanticipated operational or financial risks, including:

~~The~~• the business we acquire may not prove to be profitable and my cause us to incur additional consolidated losses from operations;

·• we may have difficulty integrating new operations and systems;

·• key personnel and customers of the acquired company may terminate their relationships with the acquired company as a result of the acquisition;

·• we may experience additional financial and accounting challenges and complexities in areas such as internal control, tax planning and financial reporting;

~~· we may assume or be held liable for risks and liabilities (including for environmental-related costs) as a result of our acquisitions, some of which we may not discover during our due diligence;~~20

·• ~~our~~we ~~ongoing~~may ~~business~~assume ~~may~~or be ~~disrupted~~held orliable ~~receive~~for ~~insufficient~~risks ~~management~~and ~~attention;~~liabilities ~~and~~(including for environmental-related costs) as a result of our acquisitions, some of which we may not discover during our due diligence;

·• weour ~~may~~ongoing ~~not~~business may be ~~able~~disrupted ~~to realize the cost savings~~ or ~~other~~receive ~~financial~~insufficient ~~benefits~~management weattention; ~~anticipate.~~and

19• we may not be able to realize the cost savings or other financial benefits we anticipate.

Moreover, to the extent that any acquisition results in goodwill, it will reduce our tangible net worth, which might have an adverse effect on our ability to obtain credit. In addition, in the event that we issue shares of our common stock as part or all of the purchase price, an acquisition will dilute the ownership of our then-current stockholders.

The process of completing the integration of acquisitions could cause an interruption, or loss of, momentum in our activities. The diversion of management’s attention and any delays or difficulties encountered in connection with the merger and the integration of the operations of acquisition targets could have an adverse effect on our business, financial condition or results of operations.

Our business may become subject to modified or new government regulation, which may negatively impact our ability to market our products.

Our services are not subject to existing federal and state regulations in the U.S. ~~governing the electric utility industry.~~ In the future, federal, state or local governmental entities or competitors may seek to change existing regulations or impose additional regulations. Any modified or new government regulation applicable to our products or services may negatively impact the implementation, servicing and marketing of our services and increase our costs.

Our relations with our contracting partners are important to our business and, if disrupted, could affect our earnings.

We derive a portion of our revenue from contracts under which we act as a subcontractor or from “teaming” arrangements in which we and other contractors jointly bid on particular contracts, projects or programs. As a subcontractor or team member, we often lack control over fulfillment of a contract. Poor performance by the prime contractor could tarnish our reputation, result in reduction of the amount of our work under or result in termination of that contract, and could cause us not to obtain future work, even when we are not at fault. We expect to continue to depend on relationships with other contractors for a portion of our revenue and profit in the foreseeable future. Moreover, our revenue and operating results could be materially and adversely affected if any prime contractor or teammate does not pay our invoices in a timely fashion, chooses to offer products or services of the type that we provide, teams with other companies to provide such products or services, or otherwise reduces its reliance upon us for such products or services.

We derive significant revenue from contracts awarded through a competitive bidding process, which can impose substantial costs upon us, and we will lose revenue if we fail to compete effectively.

We derive significant revenue and gross profit from ~~utility~~government contracts internationally that are awarded through a competitive bidding process. We expect that most of the business we seek in the foreseeable future from these clients will be awarded through competitive bidding. We will occasionally bid these jobs as the prime contractor, and occasionally as a sub-contractor. Competitive bidding imposes substantial costs and presents a number of risks, including:

·• the substantial cost and managerial time and effort that we spend to prepare bids and proposals for contracts that may or may not be awarded to us;

·• ·the need to estimate accurately the resources and costs that will be required to service any contracts we are awarded, sometimes in advance of the final determination of their full scope;

·• the expense and delay that may arise if our competitors protest or challenge awards made to us pursuant to competitive bidding, and the risk that any such protest or challenge could result in the resubmission of bids on modified specifications, and in termination, reduction or modification of the awarded contracts; and

·• the opportunity cost of not bidding on and winning other contracts we might otherwise pursue.

To the extent we engage in competitive bidding and are unable to win particular contracts, we may incur substantial costs in the bidding process that would negatively affect our operating results. Even if we win a particular contract through competitive bidding, our gross profit margins may be depressed or we may suffer losses as a result of the costs incurred through the bidding process and the need to lower our prices to overcome competition.

We may lose money on some contracts if we underestimate the resources we need to perform under the contract.

We provide some of our services to clients primarily under three types of contracts: time-and-materials contracts; fixed-price contracts; and bundled service agreement contracts. Each of these types of contracts, to differing degrees, involves the risk that we could underestimate our cost of fulfilling the contract, which may reduce the profit we earn or lead to a financial loss on the contract. To the extent our working assumptions prove inaccurate, we may lose money on the contract, which would adversely affect our operating results.

For all three contract types, we bear varying degrees of risk associated with the assumptions we use to formulate our pricing for the work. To the extent our working assumptions prove inaccurate, we may lose money on the contract, which would adversely affect our operating results.

Our international operations are subject to risks which could harm our business, operating results and financial condition.

We currently have international operations and expect to expand these operations over time. Such international business operations will be subject to a variety of risks associated with conducting business internationally, including the following:

·• changes in, or interpretations of, foreign regulations that may adversely affect our ability to perform services or repatriate profits, if any, to the United States;

·• difficulties in developing, staffing, and managing a large number of foreign operations as a result of distance, language, and cultural differences;

·• economic or political instability in foreign countries;

·• imposition of limitations on or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries or joint ventures;

·• conducting business in places where business practices and customs are unfamiliar and unknown;

·• the existence of inconsistent laws or regulations;

·• the imposition or increase of investment requirements and other restrictions or requirements by foreign governments;

·• uncertainties relating to foreign laws and legal proceedings;

·• fluctuations in foreign currency and exchange rates; and

·• failure to comply with U.S. laws (such as the Foreign Corrupt Practices Act), and local laws prohibiting ~~corrupt~~ payments to corrupt government officials.

The realization of any of the foregoing, could harm our business, operating results and financial condition.

Our operating results may be affected by fluctuations in foreign currency exchange rates, which may affect our operating results in U.S. dollar terms.

A portion of our revenue arises from our international operations and we anticipate that, as we grow, our revenues from international operations will increase. Revenues generated and expenses incurred by our international operations are often denominated in local currencies. As a result, our consolidated U.S. dollar financial statements are subject to fluctuations due to changes in exchange rates as revenues and expenses of our international operations are translated from local currencies into U.S. dollars. In addition, our financial results are subject to changes in exchange rates that impact the settlement of transactions. The Company does not undertake any hedges to protect against adverse foreign currency exposure.

An economic or industry slowdown may materially and adversely affect our business.

Our business depends on providing services to corporate ~~utility~~clients ~~companies~~and governments. In the past two years, economic conditions have deteriorated significantly in the United States and ~~other countries~~internationally, and may remain depressed for the foreseeable future. Slowdowns in the economy may reduce the demand for our services by causing our ~~utility~~clients ~~companies~~ to delay or abandon implementation of new systems and technologies. We cannot predict the timing, strength or duration of any economic slowdown or subsequent economic recovery. These economic factors could have a material adverse effect on our financial condition and operating results.

Our ability to use our net operating loss carryforwards may be subject to limitation which could result in increased future tax liability for us.

Generally, a change of more than 50% in the ownership of a company’s stock, by value, over a three-year period constitutes an ownership change for U.S. federal income tax purposes. An ownership change may limit a company’s ability to use its net operating loss carryforwards attributable to the period prior to such change. The number of shares of our common stock that we issue in this offering may be sufficient, taking into account prior or future shifts in our ownership over a three-year period, to cause us to undergo an ownership change. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carryforwards to offset U.S. federal taxable income may become subject to limitations, which could result in increased future tax liability for us.

To the extent that we do not generate sufficient funds from ongoing operations, we may need to raise additional capital, failure to do so could adversely affect us.

The failure to raise additional capital could adversely affect us.

Our future capital requirements will depend on many factors, including our ability to successfully generate new and additional business. To the extent that the funds generated by public offering and the income from ongoing operations are insufficient to fund our current and future operating requirements, we may need to raise additional capital through financings or curtail our growth. If we cannot obtain adequate capital, or can only obtain capital on unfavorable terms, our business, operating results and financial condition could be adversely affected.

Insiders have substantial control over the company, and issuance of shares of Common Stock pursuant to our incentive plan will dilute your ownership and voting rights and allow insiders to control the direction of the Company.

The executive officers of Midas Medici and its directors beneficially owned, as of March 30, 2011 in the aggregate, approximately 4,983,228 shares of our outstanding common stock, which constitutes approximately 65.2% of our outstanding shares. Our officers and directors ownership percentage will increase as a result of any shares issued under our incentive plan under which we can issue 650,000 shares to our officers, directors, employees and consultants. Through March 30, 2011 we have granted options to purchase an aggregate of 503,176 shares of our common stock to our management.

The executive officers of Midas Medici and its directors have the ability to exert significant control over our management and affairs requiring stockholder approval, including approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of our common stock. This concentration of ownership may not be in the best interests of all of our stockholders.

There has been limited trading in our common stock since quotation commenced on the Over-the-Counter Bulletin Board, accordingly investors may be unable to liquidate their investment.

Since February 22, 2010, our shares of common stock have been included for quotation on the Over-the-Counter Bulletin Board under the symbol MMED. There can be no assurance that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, investors may be unable to liquidate their investment. Even if a market for our common stock does develop, the market price of our common stock may continue to be highly volatile.

If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to trade our securities in the secondary market.

Companies trading on the OTC Bulletin Board must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain current in our reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity of our securities could be severely adversely affected by limiting the ability of broker-dealers to trade our securities and the ability of stockholders to sell their securities in the secondary market.

Our common stock could be subject to extreme volatility.

The trading price of our common stock may be affected by a number of factors, including events described in the risk factors set forth in this report, as well as our operating results, financial condition and other events or factors. In addition to the uncertainties relating to future operating performance and the profitability of operations, factors such as variations in interim financial results or various, as yet unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our common stock. In recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our common stock and wide bid-ask spreads. These fluctuations may have a negative effect on the market price of our common stock. In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our stock.

We have never paid common stock dividends and have no plans to pay dividends in the future, as a result our common stock may be less valuable because a return on an investor’s investment will only occur if our stock price appreciates.

Holders of shares of our common stock are entitled to receive such dividends as may be declared by our board of directors. To date, we have paid no cash dividends on our shares of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our common stock may have will be in the form of appreciation, if any, in the market value of their shares of common stock. There can be no assurance that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.

Our ~~common~~ability ~~stock~~to ~~may~~use beour ~~subject~~net tooperating ~~“penny~~loss ~~stock”~~carryforwards ~~rules~~may ofbe ~~the~~subject ~~Securities~~to ~~and~~limitation ~~Exchange~~which ~~Commission,~~could ~~which~~result ~~may~~in ~~make~~increased itfuture ~~more~~tax ~~difficult~~liability for ~~stockholders to sell our common stock~~us.

~~Our~~Generally, ~~common~~a ~~stock~~change ~~may be subject to the “penny stock” rules adopted under Section 15(g)~~ of ~~the~~more ~~Exchange Act. The penny stock rules generally apply to companies whose common stock is not listed on a national securities exchange and trades at less~~ than ~~$4.00~~50% ~~per~~in ~~share,~~the ~~other~~ownership ~~than companies that have had average revenue~~ of ata ~~least~~company’s $6stock,~~000,000~~ ~~for~~over ~~the~~a ~~last~~ three-year ~~years~~period orconstitutes ~~that~~an ~~have~~ownership ~~tangible~~change ~~net worth of at least $5,000,000 ($2,000,000 if the company has been operating~~ for ~~three or more years)~~U.S. ~~These~~federal ~~rules~~income ~~require,~~tax ~~among~~purposes. ~~other~~An ~~things,~~ownership ~~that~~change ~~brokers~~may ~~who~~limit ~~trade~~a ~~penny~~company’s ~~stock~~ability to ~~persons~~use ~~other~~its ~~than~~net ~~“established~~operating ~~customers”~~loss ~~complete~~carryforwards ~~certain~~attributable ~~documentation,~~to ~~make suitability inquiries of investors and provide investors with certain information concerning trading in~~ the ~~security,~~period ~~including~~prior ato ~~risk~~such ~~disclosure document and quote information under certain circumstances~~change. ~~Many~~As ~~brokers~~a ~~have~~result, ~~decided~~if ~~not~~we toearn ~~trade~~net ~~penny~~taxable ~~stocks because of the requirements of the penny stock rules and~~income, asour aability ~~result, the number of broker-dealers willing~~ to ~~act~~use asour ~~market~~net ~~makers~~operating inloss ~~such~~carryforwards ~~securities~~to isoffset ~~limited~~U.S. Iffederal wetaxable ~~are~~income may become subject to ~~the penny stock rules for any significant period~~limitations, itwhich could ~~have~~result anin ~~adverse~~increased ~~effect~~future ontax ~~the~~liability ~~market~~for ~~liquidity of our stock and investors may find it more difficult to dispose of our securities~~us.

~~The~~We ~~rights~~have ofrelated ~~the~~party ~~holders~~transactions, ofwhich ~~common stock~~ may be ~~impaired~~viewed unfavorably by ~~the potential issuance of preferred stock~~investors.

~~Our~~We ~~certificate~~have ofconsummated ~~incorporation~~several ~~gives~~transactions ~~our~~with ~~board~~affiliated ofparties ~~directors~~(See ~~the~~Item ~~right~~13 toentitled ~~create~~“Certain ~~new~~Relationships ~~series~~and ofRelated ~~preferred stock. As a result~~Transactions, ~~the~~and ~~board~~Director ofIndependence”). ~~directors~~Investors may, ~~without~~view ~~stockholder~~such ~~approval,~~transactions ~~issue~~unfavorably ~~preferred stock with voting, dividend, conversion, liquidation or other rights which could adversely affect the voting power~~ and ~~equity~~may ~~interest~~be ofreluctant ~~the~~to ~~holders~~purchase ofour ~~common~~ stock~~. Preferred stock~~, which could benegatively ~~issued~~affect ~~with~~both the ~~right~~price toand ~~more~~market ~~than~~for ~~one vote per share, could be utilized as a method of discouraging, delaying or preventing a change of control. The possible impact on takeover attempts could adversely affect the price of~~ our common stock. ~~Although we have no present intention to issue any shares of preferred stock or to create any new series of preferred stock, we may issue such shares in the future.~~

We ~~may~~are ~~need~~controlled ~~additional~~by ~~capital,~~our ~~and~~current ~~the~~officers, ~~sale~~directors ofand ~~additional~~principal ~~shares or other equity securities could result in additional dilution to our~~ stockholders.

IfOur ~~our resources are insufficient to satisfy our cash requirements~~directors, weexecutive ~~may~~officers ~~seek~~and tocontrolling ~~sell~~persons ~~additional~~as ~~equity or debt securities or obtain~~ a ~~credit~~group ~~facility.~~beneficially ~~The~~own ~~sale~~approximately ~~of additional equity securities could result in additional dilution to our stockholders~~53.1% ~~The incurrence~~ of ~~indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict~~ our ~~operations. Financing may~~Common ~~not be available in amounts and on terms acceptable to us, or at all~~Stock. ~~In addition~~ Accordingly, ~~the successful execution of~~ our ~~business~~ ~~plan~~executive ~~requires~~officers, ~~significant cash resources~~directors, ~~including cash~~principal ~~for~~stockholders ~~investments~~ and ~~acquisition.~~certain ~~Changes~~of intheir ~~business~~affiliates ~~conditions~~will ~~and~~have ~~future developments could also increase our cash requirements. To~~ the ~~extent~~ability weto ~~are~~control ~~unable~~matters torequiring ~~obtain~~shareholder ~~external financing~~approval, weincluding ~~will~~the ~~not~~election beof ~~able to execute~~ our ~~business~~Board ~~plan~~of ~~effectively.~~Directors ~~Although~~and weapproval ~~recently~~of ~~procured~~significant acorporate ~~working capital line of credit~~transactions, ~~our ability to draw upon that line is subject to our compliance with covenants~~ such as ~~net~~merger ~~worth,~~or ~~operating~~other ~~profits~~sale ~~and adequate accounts receivable balances. Further, this line~~ of ~~credit is secured by all~~ our ~~assets~~company ~~and a default~~or ~~under the Revolving Credit Facility agreement could result in the loss of our~~ assets. ~~In addition~~Thus, weactions ~~may~~might ~~choose~~be totaken ~~raise additional capital due to market conditions or strategic considerations~~ even if weother ~~believe~~stockholders weoppose ~~have sufficient funds for our current or future operating plans~~them. ToThis ~~the~~concentration ~~extent~~of ~~that~~ownership ~~additional~~might ~~capital~~also ishave ~~raised through~~ the ~~sale~~effect of ~~equity~~delaying or ~~convertible~~preventing ~~debt~~a ~~securities,~~change ~~the~~of ~~issuance~~control of ~~these~~our ~~securities~~company, which could ~~result~~cause inour ~~further~~stock ~~dilution~~price to ~~our stockholders~~decline.

~~The~~A ~~implementation~~significant portion of our ~~stock-based~~total ~~incentive~~assets ~~plan~~consists ~~may~~of ~~dilute~~goodwill, ~~your~~which ~~percentage~~is ~~ownership~~subject ~~interest~~to a periodic impairment analysis and ~~may~~a ~~also~~significant ~~result~~impairment determination in ~~downward~~any ~~pressure~~future period could have an adverse effect on ~~the~~our ~~price~~results of ~~our~~operations ~~stock~~even without a significant loss of revenue or increase in cash expenses attributable to such period.

~~Our~~We ~~board~~have ~~has~~goodwill ~~adopted~~totaling aapproximately ~~stock-based~~$25.8 ~~incentive~~million ~~plan~~at December 31, 2011 resulting from recent and past acquisitions. ~~Under~~We ~~the~~evaluate ~~incentive~~this ~~plan,~~goodwill ~~currently~~for ~~the~~impairment ~~Company~~based ~~can~~on ~~grant~~the ~~a maximum~~fair value of upthe tooperating ~~650,000~~business ~~shares~~units to ~~our~~which ~~officers,~~this ~~directors,~~goodwill ~~employees~~relates ~~and~~at ~~consultants. Shareholders~~least ~~would~~once ~~experience~~ a ~~dilution~~year. inThis ~~ownership~~estimated ~~interest~~fair ~~assuming~~value ~~the~~could ~~maximum~~change ~~issuance~~if ofwe ~~650,000~~are ~~shares~~unable ~~from~~to ~~stock~~achieve ~~options~~operating orresults ~~awards~~at ofthe ~~restricted~~levels ~~stock~~that ~~under~~have ~~the~~been ~~plan. In addition~~forecasted, the ~~existence~~market valuation of athose ~~significant~~business ~~amount~~units ofdecreases ~~stock~~based ~~and~~on ~~stock~~transactions ~~options~~involving ~~that are~~similar ~~issuable~~companies, ~~under~~or ~~our~~there ~~incentive~~is ~~plan~~a ~~may~~permanent, benegative ~~perceived~~change byin the market asdemand ~~having~~for athe ~~dilutive~~services ~~effect,~~offered ~~which~~by ~~could~~the ~~lead~~business tounits. aThese ~~decrease~~changes could result in ~~the~~an ~~price~~impairment of the existing goodwill balance that could require a material non-cash charge to our ~~common~~results ~~stock~~of operations.

WeRisks ~~have~~Relating ~~significant~~to ~~related~~our ~~party~~Operations ~~transactions,~~in ~~which may be viewed unfavorably by investors.~~Brazil

WeThe ~~have~~Brazilian ~~consummated~~federal ~~several~~government ~~transactions~~has ~~with~~historically ~~affiliated~~exercised, ~~parties~~and ~~(See~~continues ~~section~~to ~~entitled~~exercise, ~~“Certain~~significant ~~Relationships~~influence ~~and~~over ~~Related~~the ~~Transactions”)~~Brazilian ~~Investors~~economy. ~~may~~Brazilian ~~view~~political ~~such~~and ~~transactions~~economic ~~unfavorably~~conditions ~~and~~will ~~may~~have bea ~~reluctant~~direct toimpact ~~purchase~~on our ~~stock,~~business ~~which~~and ~~could~~may ~~negatively~~have ~~affect~~a ~~both~~material ~~the~~adverse ~~price~~effect ~~and~~on ~~market for our common stock~~us.

The Brazilian federal government’s economic policies may have important effects on Brazilian companies, including our subsidiary Cimcorp, and on market conditions and prices of securities of companies whose business is conducted in Brazil. Our financial condition and results of operations may be adversely affected by the following factors and the Brazilian federal government’s response to these factors:

•	devaluations and other exchange rate movements;

•	inflation;

•	exchange control policies;

•	price instability;

•	interest rates;

•	liquidity of domestic capital and lending markets;

•	tax policy and regulations;

•	environmental policy and regulations;

•	labor dispute;

•	war and civil disturbances;

~~Risks~~• ~~Related~~delays Toin ~~Consonus’~~obtaining ~~Business~~or the inability to obtain necessary government permits;

~~Losses~~• ~~from~~limitations ~~continuing~~on ~~operations.~~ownership;

~~Consonus~~• ~~has~~limitations ~~experienced~~on ~~losses~~repatriation inof ~~several years. The losses were generated by the business that remains as continuing operations.~~earnings;

~~Consonus~~• ~~services~~import and ~~solutions~~export ~~have~~restrictions; ~~a long sales cycle that may materially adversely affect its business, financial condition~~ and ~~results of operations.~~

A• ~~customer's decision to purchase~~ other ~~services and solutions from Consonus typically involves a significant commitment of resources~~political, ~~including time. These long sales cycles for new business not currently under contract tend to make the timing and amount of its revenue unpredictable. Furthermore~~diplomatic, ~~Consonus~~social ~~may expend significant time~~ and ~~resources~~economic developments in ~~pursuing a particular sale~~ or ~~customer~~affecting ~~that do not result in revenue~~Brazil. As a result of these factors, Consonus believes that its quarterly revenue and results of operations are likely to vary significantly in the future and that period-to-period comparisons of its operating results may not be meaningful. Delays due to length of its sales cycle may also materially adversely affect its business, financial condition and results of operations.

~~Consonus~~Uncertainty ~~customers~~over ~~may~~whether ~~choose~~the toBrazilian federal government will implement changes in~~-source~~ ITpolicy ~~capabilities~~or asregulations athat ~~substitute~~may ~~for~~affect ~~its~~any ~~services~~of ~~and solutions,~~the ~~consolidate~~factors ~~their~~mentioned ~~relationships~~above ~~with~~or other ~~providers~~factors orin ~~choose~~the tofuture ~~manage~~may ~~their~~lead ITto ~~infrastructure~~economic uncertainty in ~~different~~Brazil ~~ways,~~and ~~any~~increase the volatility of ~~which~~the ~~could~~securities ~~adversely~~of ~~affect~~companies doing ~~Consonus’~~business ~~success~~in Brazil, which may have a material adverse effect on our results of operations and financial condition.

AsInflation ~~Consonus customers grow in size~~ and ~~complexity~~government ~~and~~measures ~~develop more comprehensive back office capabilities, there is an increasing likelihood that they will choose~~ to ~~in-source~~curb ~~key~~inflation IT activities which were previously provided by Consonus in an attempt to reduce expenses. Although Consonus is focused on building its customer base of small to medium-sized businesses, currently, many of its top 10 customers consist of relatively large enterprises, which may ~~further~~adversely ~~develop~~affect ~~their~~the ~~own~~Brazilian ~~internal IT or data storage capabilities~~economy, ~~thereby decreasing or eliminating~~ the ~~need~~Brazilian ~~for~~securities ~~Consonus’ services and solutions. Additionally~~market, ~~Consonus’~~our ~~customers~~business may establish relationships or strengthen existing, or form new relationships with systems integrators, third party consulting firms or other parties, which could lead them to terminate their relationships with it, or pursue alternative means to manage their IT infrastructure or data center related activities. If customers representing a material portion of Consonus’ revenue base decide to terminate the services and ~~solutions~~operations ~~it provides for them, its revenue could materially decline~~ and ~~this~~the ~~may~~market ~~adversely~~prices ~~affect~~of ~~its~~our ~~business,~~common ~~operating results and financial position~~shares.

If Brazil ~~Consonus’~~has ~~security~~experienced ~~systems~~high ~~are~~rates ~~breached~~of itinflation. ~~could~~According ~~incur~~to ~~liability~~the General Market Price Index (Índice Geral de Preços – Mercado), ~~its~~or ~~services~~“IGP-M”, ~~may~~a begeneral ~~perceived~~price asinflation ~~not~~index, ~~being~~the ~~secure~~inflation rates in Brazil were 12.4% in 2004, 1.2% in 2005, 3.8% in 2006, 7.7% in 2007, 9.8% in 2008 and ~~its~~deflation ~~business~~of 1.7% in 2009 and ~~reputation~~inflation ~~could suffer~~of 11.3% for 2010. In addition, according to the National Extended Consumer Price Index (Índice Nacional de Preçosao Consumidor Amplo), or “IPCA”, published by the IBGE, the Brazilian price inflation rates were 7.6% in 2004, 5.7% in 2005, 3.1% in 2006, 4.5% in 2007, 5.9% in 2008, 4.3% in 2009 and 5.9% in 2010. The Brazilian government’s measures to control inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting availability of credit and reducing economic growth. Inflation, actions to combat inflation and public speculation about possible additional actions have also contributed materially to economic uncertainty in Brazil.

~~Consonus~~Inflation ~~business~~in ~~involves~~Brazil ~~the~~has ~~storage,~~increased ~~management,~~ and ~~transmission~~Brazil ofmay ~~the~~experience ~~proprietary~~high ~~information~~levels of ~~customers.~~inflation ~~Although~~in ~~Consonus~~future ~~employs control procedures to protect the security of data its store, manage and transmit for its customers, it cannot guarantee that these measures will be sufficient for this purpose~~periods. ~~Breaches~~Periods of ~~its~~higher ~~security~~inflation ~~could~~may ~~result~~slow inthe ~~misappropriation~~rate of ~~personal~~growth ~~information, suspension~~ of ~~hosting~~the ~~operations~~Brazilian ~~or interruptions in its services. If Consonus’ security measures are breached as a result of a third-party action~~economy, ~~employee~~which ~~error or otherwise, and as a result customers' information becomes available to unauthorized parties, it~~ could ~~incur liability and its reputation would be damaged. This could~~ lead to ~~the~~reduced ~~loss of current and potential customers~~sales. Inflation Ifis ~~Consonus~~also ~~experiences~~likely ~~any breaches of its network security due~~ to ~~unauthorized~~increase ~~access,~~some ~~sabotage,~~of orour ~~human~~costs ~~error, it may be required to expend significant capital~~ and ~~other resources to remedy~~expenses, ~~protect~~which ~~against~~we ~~or alleviate these and related problems. Consonus also~~ may not be able to ~~remedy~~pass ~~these~~on ~~problems in a timely manner, or at all. Because techniques used~~ to ~~obtain~~our ~~unauthorized~~customers ~~network access or to sabotage systems change frequently~~ and, ~~generally~~as ~~are not recognized until launched against~~ a ~~target~~result, it may bereduce ~~unable~~our toprofit ~~anticipate~~margins ~~these techniques or implement adequate preventive measures. Consonus’ systems are also exposed to computer viruses, denial of service attacks~~ and ~~bulk~~net ~~unsolicited commercial email, or spam~~income. ~~Being subject to these events and items could cause a loss of service and data to customers, even if the resulting disruption is temporary.~~

~~The~~Our ~~property~~reporting ~~and~~currency ~~business~~is ~~interruption~~the ~~insurance Consonus carries may not provide coverage adequate to compensate it fully for losses that may occur or litigation that may be instituted against it in these circumstances~~U.S. Itdollar ~~could~~but bea ~~required~~substantial toportion ~~make~~of ~~significant~~our ~~expenditures~~sales tois ~~repair its systems~~ in ~~the~~Brazilian ~~event that they are damaged or destroyed~~reais, orso ifthat ~~the~~exchange ~~delivery~~rate ofmovements ~~its~~may ~~services~~increase toour ~~its~~financial ~~customers~~expenses ~~is delayed~~ and ~~its~~negatively ~~business~~affect ~~could~~our ~~be harmed~~profitability.

InMost ~~addition,~~of ~~the~~our ~~U.S. Federal~~costs ~~Trade~~and ~~Commission~~expenses and ~~certain~~a ~~state~~portion ~~agencies have investigated various companies' use~~ of ~~their~~our ~~customers'~~revenue ~~personal~~are ~~information.~~in ~~Various~~Brazilian ~~governments~~reais, ~~have~~but ~~also~~our ~~enacted~~financial ~~laws~~statements ~~protecting~~are ~~the~~in ~~privacy~~U.S. ~~of consumers' non-public personal information~~dollars. ~~Consonus’~~The ~~failure~~results ~~to comply with existing laws (including those~~ of ~~foreign~~our ~~countries),~~Brazilian ~~the~~subsidiary’s ~~adoption~~operations ofare ~~new~~translated ~~laws~~from orreais ~~regulations~~into ~~regarding~~U.S. ~~the~~dollars ~~use~~upon ofconsolidation. ~~personal~~When ~~information that requires it to change~~ the ~~way~~U.S. itdollar ~~conducts~~strengthens ~~its~~against ~~business~~other currencies, orour annet ~~investigation~~sales ofand ~~its~~net ~~privacy~~income ~~practices~~may ~~could increase the costs of operating our business~~decrease.

~~Consonus~~Significant ~~faces~~volatility ~~intense~~in ~~and~~the ~~growing~~value ~~competition.~~of ~~If it~~the isreal ~~unable~~in relation to ~~compete~~the ~~successfully,~~U.S. ~~its~~dollar ~~business~~may ~~will~~affect bethe ~~seriously~~dollar ~~harmed~~values ~~through~~we ~~loss~~receive offrom ~~customers~~our ~~or increased negative pricing pressure~~operations.

The ~~market~~Brazilian ~~for~~currency ~~Consonus~~has historically suffered frequent devaluations. In the past, the Brazilian government has implemented various economic plans and exchange rate policies, including sudden devaluations and periodic mini-devaluations, during which the frequency of adjustments has ranged from daily to monthly, floating exchange rate systems, exchange controls and dual exchange rate markets. There have been significant fluctuations in the exchange rate between the Brazilian currency and the U.S. dollars and other currencies. Because our Brazilian subsidiary’s ~~services~~costs and ~~solutions~~revenue will be in Brazilian reais, devaluation of the real against foreign currencies may generate an increase in our funding costs and expenses with a negative impact on our ability to finance our operations through access to the international capital markets and on the market value of the common shares if there is ~~extremely~~a ~~competitive~~public market for the common shares. ~~Its~~A ~~competitors~~strengthening ~~vary~~of the real in ~~size~~relation to the U.S. dollar generally has the opposite effect. Further devaluations of the Brazilian currency may occur and impact our business in the ~~variety~~future. ofThese ~~services~~foreign exchange and ~~solutions~~monetary ~~they~~gains ~~offer~~or losses can be substantial, ~~and include:~~which can impact our earnings from one period to the next.

•Changes ~~national~~in ~~and~~tax ~~international~~laws ~~hosting,~~may ~~co-location~~increase our tax burden and, ~~managed~~as ~~service~~a ~~providers;~~result, adversely affect our profitability.

•The ~~regional~~Brazilian ~~hosting~~government ~~providers;~~regularly implements changes to tax regimes that may increase the tax burden on our Brazilian subsidiary. These changes include modifications in the rate of assessments and, on occasion, enactment of temporary taxes, the proceeds of which are earmarked for designated governmental purposes. The effects of any future tax changes have not been, and cannot be, quantified.

• national and international full service IT infrastructure outsourcing providers.

~~Some~~A of Consonus’ current and potential direct competitors have longer operating histories, significantly greater financial, technical, marketing and other resources than Consonus does, and greater brand recognition. In addition, competitors may operate more successfully or form alliances to acquire significant ~~market~~portion share. These direct competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. They may also be able to devote more resources to the promotion, sale and development of ~~their~~our ~~services~~revenues ~~and~~from ~~solutions~~our ~~than~~Brazilian ~~Consonus~~subsidiary ~~and~~is ~~there~~derived ~~can~~from becontracts ~~no assurance that Consonus’ current and future competitors will not be able to develop services and solutions comparable or superior to those offered by it at more competitive prices. As a result,~~ in the ~~future,~~public Consonus may suffer from an inability to offer competitive services and solutions or be subject to negative pricing pressure that would adversely affect its ability to generate revenue and adversely affect our operating resultssector.

~~Consonus~~Cimcorp ishas ~~highly~~contracts ~~dependent~~with ongovernmental ~~third-party~~agencies ~~service~~for ~~and~~the ~~technology~~provision ~~providers~~of data center, virtualization and ~~any~~cloud ~~loss~~computing services, ~~impairment~~which orcontracts ~~breakdown~~account for 85% of Cimcorp’s revenues for the period August 31, 2011 through December 31, 2011. Changes in ~~those~~procurement ~~relationships~~policies ~~could~~or ~~damage~~the ~~its~~termination ~~operations~~of ~~significantly~~any ifof itthese isrelationships ~~unable~~may tohave ~~find~~an ~~alternative~~adverse ~~providers~~impact on our revenues.

~~Consonus~~Risks isRelated ~~dependent on other companies~~ to ~~supply~~Ownership ~~various key components~~ of its infrastructure, including network equipment, telecommunications backbone connectivity, the connections from its customers' networks to its network, and connections to other Internet network providers. Consonus is also dependent on the same companies for the hardware, software and services that it sells and delivers to its customers. For example, approximately 32% of the products Consonus sells and delivers to its customers are provided by Symantec Corporation, another approximately 28% of the products and services Consonus sells to its customers are provided by Sun/Oracle Corporation and another approximately another 25% of the products and services it sells to its customers are provided by NetApp, Inc., based on billing data for the 12 month period ended December 2010. There can be no assurance that any of these providers will be able to continue to provide these services or products without interruption and in an efficient, cost-effective manner, or that they will be able to adequately meet Consonus’ needs as its business develops. There is also no assurance that any agreements that Consonus has in place with these third-party providers will not be terminated or will be renewed, or if renewed, renewed on commercially acceptable terms. If Consonus is unable to obtain required products or services from third-party suppliers on a timely basis and at an acceptable cost, it may be unable to provide its data center and IT infrastructure services and solutions on a competitive and timely basis, if at all. If its suppliers fail to provide products or services on a timely basis and at an acceptable cost, it may be unable to meet its customer service commitments and, as a result, Consonus may experience increased costs or loss of revenue, which could have a material adverse effect on our ~~business, financial condition and operating results.~~Securities

~~Consonus~~We ~~resells products and services of third parties that~~ may ~~require~~need itadditional tocapital, ~~pay for such products~~ and ~~services even if Consonus’ customers fail to pay it for~~ the ~~products~~sale ~~and~~of ~~services,~~additional ~~which~~shares ~~may~~or ~~have~~other aequity ~~negative~~securities ~~impact~~could onresult ~~its~~in ~~cash~~additional ~~flow~~dilution ~~and~~to ~~operating~~our ~~results~~stockholders.

InThe ~~order~~successful toexecution ~~provide~~of ~~resale~~our ~~services~~business ~~such~~plan asrequires ~~bandwidth,~~significant ~~managed~~cash ~~services~~resources, ~~other~~including ~~network~~cash ~~management~~for ~~services~~investments and ~~infrastructure~~acquisition. ~~equipment,~~If ~~Consonus~~our ~~contracts~~resources ~~with~~are ~~third~~insufficient ~~party~~to ~~service~~satisfy ~~providers~~our cash requirements, ~~such~~we asmay ~~Sun/Oracle~~seek ~~Corporation,~~to ~~NetApp, Inc~~sell additional equity or debt securities or obtain a credit facility., ~~XO Holdings,~~The ~~Inc~~sale of additional equity securities could result in additional dilution to our stockholders., ~~VeriSign~~The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. Financing may not be available in amounts and on terms acceptable to us, ~~Inc~~ or at all. Changes in business conditions and ~~Hewlett~~future ~~Packard~~developments ~~Company~~could also increase our cash requirements. ~~These~~To ~~services~~the ~~require~~extent ~~Consonus~~we are unable to ~~enter~~obtain ~~into~~external ~~fixed~~financing, ~~term~~we ~~contracts~~will ~~for~~not ~~services~~be ~~with~~able ~~third~~to ~~party~~execute ~~suppliers~~our business plan effectively. Although we recently procured a $5,000,000 working capital line of ~~products~~credit, our ability to draw upon that line is subject to our compliance with covenants such as net worth, operating profits and ~~services~~adequate accounts receivable balances. IfFurther, itthis ~~experiences~~line ~~the~~of ~~loss~~credit is secured by all of our assets and a ~~customer~~default ~~who~~under ~~has~~the ~~purchased~~revolving acredit ~~resale~~facility ~~product~~agreement could result in our creditor foreclosing on some or ~~service,~~all ~~Consonus~~of ~~will~~our ~~remain~~assets. ~~obligated~~In addition, we may choose to ~~continue~~raise additional capital due to ~~pay~~market ~~its~~conditions ~~suppliers~~or ~~for~~strategic ~~the~~considerations ~~term~~even ofif ~~the~~we ~~underlying~~believe ~~contracts.~~we ~~The~~have ~~payment~~sufficient offunds ~~these~~for ~~obligations~~our ~~without~~current aor ~~corresponding~~future ~~payment~~operating ~~from~~plans. ~~customers~~To ~~will~~the ~~reduce~~extent ~~its~~that ~~financial~~additional ~~resources~~capital ~~and~~is ~~may~~raised ~~have~~through athe ~~material~~sale ~~adverse~~of ~~effect~~equity onor ~~its~~convertible ~~financial~~debt ~~performance~~securities, ~~cash~~the ~~flow~~issuance ~~and~~of ~~operating~~these ~~results~~securities could result in further dilution to our stockholders.

~~Consonus~~Even ~~may~~if ~~fail~~our tocommon ~~adequately~~stock ~~protect~~is ~~its~~listed ~~proprietary~~for ~~technology,~~trading ~~which~~on ~~would~~the ~~allow~~OTCQX ~~competitors~~U.S. or ~~others~~OTCQX U.S. Premier, our shares of common stock may be thinly traded, so you may be unable to ~~take~~sell ~~advantage~~your shares of ~~its~~common ~~research~~stock ~~and~~at ~~development~~or ~~efforts~~near ask prices or at all.

~~Consonus~~We ~~relies~~intend ~~upon trade secrets, proprietary know-how, and continuing technological innovation~~ to ~~develop~~apply ~~new~~for ~~data~~listing ~~center~~of ~~and~~our ITcommon ~~infrastructure~~stock ~~services~~on ~~and~~the ~~solutions~~OTCQX ~~and~~U.S. toor ~~remain~~OTCQX ~~competitive~~U.S. ~~If its competitors learn of Consonus’ proprietary technology or processes~~Premier, ~~they~~but ~~may~~cannot ~~use~~assure ~~this~~you ~~information to produce data center and IT infrastructure services and solutions~~ that ~~are~~this ~~equivalent~~listing or ~~superior~~listing toon ~~Consonus’~~any ~~services~~other ~~and~~exchange ~~solutions,~~will ~~which~~ever ~~could materially adversely affect its business, operations and financial position~~occur. ~~Consonus’~~Even ~~employees~~if ~~and~~our ~~consultants~~shares ~~may~~are ~~breach~~listed ~~their~~on ~~obligations~~such ~~not to reveal its confidential information~~exchange, ~~and~~we ~~any~~cannot ~~remedies~~assure ~~available~~that toyou ~~Consonus~~will ~~may~~obtain besufficient ~~insufficient~~liquidity ~~to compensate its damages. Even~~ in ~~the~~your ~~absence~~holdings of ~~such~~our ~~breaches,~~common Consonus’ trade secrets and proprietary know-how may otherwise become known to its competitors, or be independently discovered by its competitors, which could adversely affect its competitive positionstock.

~~Consonus~~Our common stock is ~~dependent~~currently traded on the ~~reliability~~OTC ~~and~~Bulletin ~~performance of~~Board ~~its~~where ~~internally~~they ~~developed~~have ~~systems~~historically ~~and~~been ~~operations.~~thinly ~~Any~~traded, ~~difficulties~~meaning inthat ~~maintaining~~the ~~these~~number ~~systems,~~of ~~whether~~persons ~~due~~interested toin ~~human~~purchasing ~~error~~our orcommon ~~otherwise,~~stock ~~may~~at ~~result~~or innear ~~service~~bid ~~interruptions,~~prices ~~decreased~~at ~~service~~any ~~quality~~given ~~for~~time ~~its~~may ~~customers,~~be arelatively ~~loss~~small ~~of customers~~ or ~~increased expenditures~~non-existent.

~~Consonus’~~This ~~revenue~~situation ~~and~~may ~~profit~~be ~~depend~~attributable onto ~~the~~a ~~reliability~~number ~~and~~of ~~performance~~factors, ofincluding ~~its~~the ~~services~~fact ~~and~~that ~~solutions.~~we ~~Consonus~~are ~~has contractual~~a ~~obligations~~small tocompany ~~provide~~which ~~service~~is ~~level~~relatively ~~credits~~unknown to ~~almost~~stock ~~all~~analysts, ofstock ~~its~~brokers, ~~customers~~institutional ~~against~~investors ~~future~~and ~~invoices~~others in the ~~event~~investment community that ~~certain~~generate ~~service~~or ~~disruptions~~influence ~~occur.~~sales ~~Furthermore~~volume, ~~customers~~and ~~may~~that ~~terminate~~even ~~their~~if ~~agreements~~we ~~with~~came ~~Consonus~~to asthe aattention ~~result~~ of ~~significant~~such ~~service interruptions~~persons, orthey ~~its~~tend ~~inability, whether actual or perceived,~~ to ~~provide~~be ~~its~~risk ~~services~~averse and ~~solutions~~would atbe ~~desired~~reluctant ~~quality~~to ~~levels~~purchase or atrecommend ~~any~~the ~~time.~~purchase Ifof ~~Consonus’~~our ~~services~~shares ~~are~~until ~~unavailable,~~such ortime ~~customers~~as ~~are~~we ~~dissatisfied~~have ~~with~~become ~~its~~more ~~performance,~~seasoned itand ~~could~~viable. ~~lose~~As ~~customers~~a consequence, ~~its~~there ~~revenue~~may ~~and~~be ~~profits~~periods ~~would~~of ~~decrease~~several ~~and~~days, ~~its~~weeks ~~business operations~~ or ~~financial~~months ~~position~~when ~~could~~trading beactivity ~~harmed.~~in Inour ~~addition,~~shares ~~the~~is ~~software~~minimal ~~and~~or ~~workflow~~non-existent, ~~processes~~as ~~that~~compared ~~underlie its ability~~ to ~~deliver~~a ~~its~~seasoned ~~services~~issuer ~~and~~which ~~solutions~~has ~~have~~a ~~been~~large ~~developed primarily by its own employees~~ and ~~consultants.~~steady ~~Malfunctions~~volume inof ~~the~~trading ~~software~~activity ~~Consonus~~that ~~uses~~will orgenerally ~~human~~support ~~error~~continuous ~~could~~sales ~~result~~without inan ~~its~~adverse ~~inability~~effect toon ~~provide~~share ~~services~~price. orWe ~~cause~~cannot ~~unforeseen~~give ~~technical~~you ~~problems.~~any Ifassurance ~~Consonus~~that ~~incurs~~a ~~significant~~broader ~~financial~~or ~~commitments~~more toactive ~~its~~public ~~customers~~trading inmarket ~~connection~~for ~~with~~our ~~its~~common ~~failure~~stock towill ~~meet~~develop ~~service~~or ~~level~~be ~~commitment obligations~~sustained, itor ~~may~~that ~~incur~~current ~~significant~~trading ~~liability~~levels ~~and~~will ~~its~~be ~~liability~~sustained ~~insurance~~or ~~and revenue reserves may~~ not ~~be adequate~~diminish. Even Inif ~~addition,~~a ~~any~~market ~~loss~~for ofour ~~services,~~shares ~~equipment~~of ~~damage~~common orstock ~~inability~~does todevelop, ~~meet its service level commitment obligations could reduce~~ the ~~confidence~~market price of ~~its~~our ~~customers~~common ~~and~~stock ~~could~~may ~~consequently~~continue ~~impair its ability~~ to ~~obtain~~be ~~and~~highly ~~retain customers, which would adversely affect both its ability to generate revenue and its operating results~~volatile.

If we fail to comply with Section 404 of the Sarbanes-Oxley Act of 2002 our business could be harmed and our stock price could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require an annual assessment of our internal control over financial reporting. Accordingly, we are subject to the rules requiring an annual assessment of our internal controls. The standards that must be met for management to assess the internal control over financial reporting as effective are complex, and require significant documentation, testing and possible remediation to meet the detailed standards. In the event that our Chief Executive Officer or Chief Financial Officer determines that our internal control over financial reporting are not effective, as defined in Section 404, we cannot predict how regulators will react or how the market price of our common stock will be affected. There is a risk that investor confidence and share value will be negatively impacted

We have reported several material weaknesses in the effectiveness of our internal controls over financial reporting, and if we cannot maintain effective internal controls or provide reliable financial and other information, investors may lose confidence in our SEC reports.

We reported material weaknesses in the effectiveness of our internal controls over financial reporting related to the lack of segregation of duties and the need for a stronger internal control environment. In addition, we concluded that our disclosure controls and procedures were ineffective. Internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of our financial reporting and the preparation of our financial statements in accordance with U.S. generally accepted accounting principles, or GAAP. Disclosure controls generally include controls and procedures designed to ensure that information required to be disclosed by us in the reports we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

~~Consonus~~ Effective ~~operates~~internal incontrols aover ~~price~~financial ~~sensitive~~reporting ~~market~~ and isdisclosure ~~subject~~controls toand ~~pressures~~procedures ~~from~~are ~~customers~~necessary for us to ~~decrease~~provide ~~its~~reliable ~~fees~~financial ~~for~~and ~~the~~other ~~services~~reports and ~~solutions~~effectively itprevent ~~provides~~fraud. ~~Any~~If ~~reduction~~we cannot maintain effective internal controls or provide reliable financial or SEC reports or prevent fraud, investors may lose confidence in ~~price~~our ~~would~~SEC ~~likely~~reports, ~~reduce~~our ~~its~~operating ~~margins~~results and the trading price of our common stock could ~~adversely~~suffer ~~affect~~and ~~its~~we ~~operating~~might ~~results~~become subject to litigation.

~~The~~We ~~competitive~~are ~~market~~authorized ~~in which Consonus conducts its business could require it~~ to ~~reduce~~issue ~~its~~"blank ~~prices.~~check" Ifpreferred ~~Consonus’~~stock ~~competitors~~without ~~offer~~stockholder ~~discounts on certain products or services in an effort to recapture or gain market share or to sell other products~~approval, ~~Consonus~~which ~~may be required to lower its prices or offer other favorable terms to compete successfully. Any of these changes would likely reduce Consonus’ margins and~~ could adversely ~~affect~~impact its operating results. Some of Consonus’ competitors may bundle products and services that compete with it for promotional purposes or as a long-term pricing strategy or provide guarantees of prices and product implementations. In addition, many of the ~~services~~rights ~~and solutions that Consonus provide sand markets are not unique to it and its customers and target customers may not distinguish Consonus’ services and solutions from those~~ of ~~its~~holders ~~competitors. All~~ of ~~these~~our ~~factors~~common ~~could, over time, limit or reduce the prices that Consonus can charge for its services and solutions~~stock. If Consonus cannot offset price reductions with a corresponding increase in the number of sales or with lower spending, then the reduced revenue resulting from lower prices would adversely affect its margins and operating results.

IfOur ~~Consonus~~Certificate isof ~~unable~~Incorporation authorizes our Company to ~~retain~~issue up to 10,000,000 shares of blank check preferred stock. Currently no preferred shares are issued; however, we can issue shares of our preferred stock in one or more series and ~~grow~~can ~~its~~set ~~customer~~the ~~base~~terms of the preferred stock without seeking any further approval from our common stockholders. Any preferred stock that we issue may rank ahead of our common stock in terms of dividend priority or liquidation premiums and may have greater voting rights than our common stock. In addition, assuch ~~well~~preferred asstock ~~its~~may ~~end-user base~~contain provisions allowing those shares to be converted into shares of common stock, ~~its~~which ~~revenue~~could dilute the value of common stock to current stockholders and ~~profit~~could ~~will~~adversely affect the market price, if any, of our common stock. In addition, the preferred stock could be ~~adversely~~utilized, ~~affected~~under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of authorized preferred stock, there can be no assurance that we will not do so in the future.

InShares ~~order~~eligible tofor ~~execute~~future ~~its~~sale ~~business~~may ~~plan~~adversely ~~successfully,~~affect Consonus must maintain existing relationships with its customers and establish new relationships with additional small and medium-sized businesses. Consonus’ ability to attract customers will depend on a variety of factors, including the ~~presence of multiple telecommunications carriers and its ability to provide and~~ market ~~an attractive and useful mix of products and services~~. If Consonus is unable to diversify and extend its customer base, its ability to grow its business may be compromised, which would have a material adverse effect on its financial condition and results of operations.

IfFrom ~~economic~~time to time, certain of our stockholders may be eligible to sell all or ~~other~~some ~~factors~~of ~~negatively~~their ~~affect~~shares of common stock by means of ordinary brokerage transactions in the ~~small~~open ~~and~~market ~~medium-sized~~pursuant ~~business~~to ~~sector~~Rule 144 promulgated under the Securities Act, ~~Consonus’~~subject ~~customers~~to ~~and~~certain ~~target~~limitations. ~~customers~~In general, pursuant to amended Rule 144, non-affiliate stockholders may ~~become~~sell ~~unwilling~~freely orafter ~~unable~~six months subject only to ~~purchase~~the ~~its~~current ~~services~~public ~~and~~information ~~solutions,~~requirement. ~~which~~Affiliates ~~could~~may ~~cause~~sell ~~Consonus’~~after ~~revenue~~six months subject to ~~decline~~the Rule 144 volume, manner of sale (for equity securities), current public information and ~~impair~~notice ~~its~~requirements. ~~ability~~Of the 10,282,532 shares of our common stock outstanding as of April 16, 2012, 5,525,377 shares are freely tradable without restriction, as of April 16, 2012. Any substantial sales of our common stock pursuant to ~~operate~~Rule ~~profitably~~144 may have a material adverse effect on the market price of our common stock.

~~Many~~Our ofcommon ~~Consonus’~~stock ~~existing~~could ~~and target customers include small and medium-sized businesses. These businesses are more likely to~~ be ~~significantly~~subject ~~affected by economic downturns, such as the ongoing recession, than larger, more established businesses. Additionally, these businesses often have limited funds, which they may choose~~ to ~~spend~~extreme ~~on items other than Consonus’ services and solutions~~volatility. If a material portion of the small and medium-sized businesses that Consonus services, or are looking to service, experience economic hardship, these small and medium-sized businesses may be unwilling or unable to expend resources on the services and solutions it provides, which would negatively affect the overall demand for its services and could cause its revenue to decline.

IfThe ~~Consonus~~trading ~~does~~price ~~not~~of ~~respond~~our ~~effectively~~common stock may be affected by a number of factors, including events described in the risk factors set forth in this annual report as well as our operating results, financial condition and other events or factors. In addition to the uncertainties relating to future operating performance and the profitability of operations, factors such as variations in interim financial results or various, as yet unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our common stock. In recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a ~~timely~~volatile ~~basis~~market, towe ~~rapid~~may ~~technological~~experience ~~change~~wide fluctuations in the market price of our common stock and wide bid-ask spreads. These fluctuations may have a negative effect on the market price of our common stock. In addition, ~~its~~the ~~business~~securities ~~could suffer~~market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our stock.

~~The~~If ~~markets~~our incommon ~~which~~stock ~~Consonus~~remains ~~operates~~subject ~~are~~to ~~characterized~~the ~~by changing technology and evolving industry standards. There can be no assurance that Consonus~~SEC’s ~~current~~penny ~~and~~stock ~~future competitors will not be able to develop services or expertise comparable or superior to those it has developed or to adapt more quickly than Consonus to new technologies~~rules, ~~evolving~~broker-dealers ~~industry~~may ~~standards~~experience ordifficulty ~~customer requirements. Failure or delays~~ in ~~Consonus’~~completing ~~ability~~customer totransactions ~~develop services~~ and ~~solutions~~trading toactivity respond to industry or user trends or developments and the actions of its competitors could have a material adverse effect on Consonus’ business, results of operations and financial condition. Consonus’ ability to anticipate changes in ~~technology,~~our ~~technical~~securities ~~standards~~may ~~and product offerings will~~ be aadversely ~~significant factor in the success in its current business and in expanding into new markets~~affected.

Unless our common stock is listed on a national securities exchange, which would include the NYSE AMEX but exclude the Over-the-Counter Bulletin Board, or we have stockholders’ equity of $5,000,000 or less and our common stock has a market price per share of less than $4.00, transactions in our common stock will be subject to the SEC’s “penny stock” rules. If our common stock remains subject to the “penny stock” rules promulgated under the Securities Exchange Act of 1934, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected.

In accordance with these rules, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document that describes the risks associated with such stocks, the broker-dealer's duties in selling the stock, the customer's rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer's financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer. The effect of these restrictions will probably decrease the willingness of broker-dealers to make a market in our common stock, decrease liquidity of our common stock and increase transaction costs for sales and purchases of our common stock as compared to other securities. Our management is aware of the abuses that have occurred historically in the penny stock market.

As a result, if our common stock becomes subject to the penny stock rules, the market price of our securities may be depressed, and you may find it more difficult to sell our securities.

Our stock-based incentive plans may dilute your percentage ownership interest and may also result in downward pressure on the price of our stock.

Our board has adopted stock-based incentive plans. Under our 2009 and 2011 incentive plans, effective as of January 1, 2012, we can grant a maximum of 2,808,690 shares of common stock to our officers, directors, employees and consultants. Shareholders will experience a dilution in ownership interest assuming a material issuance of shares from stock options or awards of restricted stock under the plans. In addition, the existence of a significant amount of stock and stock options that are issuable under our incentive plans may be perceived by the market as having a dilutive effect, which could lead to a decrease in the price of our common stock.

Because we have never paid common stock dividends and have no plans to pay dividends in the future, you must rely upon stock appreciation for any return on your investment.

Item 1B. Unresolved Staff Comments.

None

Item 2. Properties.

~~Our~~We ~~subsidiary,~~maintain ~~Utilipoint’s~~offices ~~corporate headquarters is located~~ in ~~Albuquerque,~~the ~~New~~United ~~Mexico in approximately 1~~States,~~400~~ ~~square~~Brazil ~~feet~~and ~~of office space under a three year lease that expires in January 2014 at an average cost of $1,955 per month~~Europe. ~~Additionally,~~ ~~Utilipoint occupies a satellite office in Sugar Land, Texas in approximately 200 square feet of office space.~~ The ~~Sugar~~following ~~Land office~~ is ~~under~~ a ~~month~~listing toour ~~month~~offices ~~lease at a cost of $750 per month, respectively. Utilipoint’s European headquarters is located in Brno, Czech Republic in approximately 1,000 square feet of office space. We believe~~ that ~~our current premises~~ are ~~sufficient~~materially important to ~~handle~~ our ~~activities for the near future.~~business:

Location	Lease Term	Lease Term Date	Monthly Lease payment
New York, NY	72 months	11/30/2017	$	25,718
Albuquerque, NM	36 months	1/1/2014	$	1,896
Charlotte, NC	18 months	5/31/2012	$	9,486
Brno, Czech Republic	12 months	3/31/2012	$	846
Belo Horizonte, Brazil	48 months	6/30/2014	$	3,215
Brasilia, Brazil	36 months	6/30/2012	$	2,680
São Paulo, Brazil	36 months	5/10/2013	$	14,945
Rio De Janeiro, Brazil	84 months	5/10/2014	$	12,961
Vitoria, Brazil	12 months	5/29/2012	$	1,608
Salvador, Brazil	12 months	3/31/2012	$	1,568

Our subsidiary Consonus is headquartered in Cary NC. The property is subject to a monthly mortgage payment of $24,036.

We believe that our current offices are sufficient to handle our activities for the near future.

Item 3. Legal Proceedings.

~~Presently~~Cimcorp bids for projects from various Brazilian government agencies. Based on certain bids for projects from the Empresa Brasileira de Correios e Telégrafos – ECT, ~~there~~or ~~are~~Brazilian ~~not~~post ~~any~~office, ~~material~~an ~~pending~~investigation ~~legal~~by ~~proceedings~~local toauthorities ~~which~~resulted in the ~~Company~~filing isof an administrative suit against a ~~party~~number orof ascompanies for bidding irregularities. On July 27, 2011, the Brazilian post office authority imposed a suspension of the right of Cimcorp to ~~which~~contract ~~any~~with the Empresa Brasileira de Correios e Telégrafos - ECT for a period of five years. Cimcorp has administratively appealed the ~~Company’s~~penalty, ~~property~~which appeal is ~~subject,~~pending judgment. Cimcorp has also filed a writ of mandamus requesting the annulment of the administrative suit and nosuspension ~~such~~of ~~proceedings~~the ~~are~~effects ~~known~~of tothe administrative ruling. On September 13, 2011, the ~~Company~~judge granted a preliminary injunction to besuspend ~~threatened~~the oreffects ~~contemplated~~of the administrative ruling, which lifted the penalty applied against itCimcorp. Recently, a public civil suit was filed by the Federal Public Prosecutor’s Office dealing with the same issue. Cimcorp will defend these charges vigorously.

Item 4. ~~(Removed~~Mine ~~and~~Safety ~~Reserved)~~Disclosures.

None

PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

OTC Bulletin Board Considerations

~~Since~~Our ~~February 22, 2010, our shares of~~ common stock ~~have~~is ~~been~~currently ~~included~~quoted ~~for quotation~~ on the ~~Over-the-Counter~~OTC Bulletin Board under the symbol “MMED.~~OB.~~” ~~There has been limited trading in our common stock.~~ The following table sets forth, ~~for~~ the ~~calendar periods indicated the range of the~~ high and low ~~last~~bid ~~reported~~prices offor ~~the~~our ~~Company’s~~ common stock ~~from~~for ~~February~~the ~~22,~~fiscal ~~2010~~quarters ~~through~~indicated ~~December 31, 2010,~~ as reported byon the OTC Bulletin Board. The quotations ~~represent~~reflect inter-dealer prices, without retail mark-~~ups~~up, mark-~~downs~~down or ~~commissions,~~commission and may not ~~necessarily~~ represent actual transactions. ~~The quotations may be rounded for presentation.~~

Period	High			Low
Quarter Ended	High			Low
First Quarter 2010*	$	5.75	**	$	5.75	**
Year 2011:
Second Quarter 2010	$	5.00		$	4.75
First Quarter	$	4.50		$	2.00
Third Quarter 2010	$	4.75	**	$	4.75	**
Second Quarter	$	4.00		$	0.30
Fourth Quarter 2010	$	4.00		$	2.00
Third Quarter	$	3.50		$	1.45
Fourth Quarter	$	3.50		$	1.49
Year 2010:
First Quarter	$	5.75		$	5.75
Second Quarter	$	5.00		$	4.75
Third Quarter	$	4.75		$	4.75
Fourth Quarter	$	4.00		$	2.00

* Our ~~shares~~common ~~were~~stock ~~approved~~is ~~for~~thinly ~~quotation~~traded onand any reported sale prices may not be a true market-based valuation of our common stock. On April 13, 2012, the ~~OTCBB~~closing bid price of our common stock, as reported on ~~February~~the 22OTC Bulletin Board, ~~1010~~was $1.10 per share.

** Price represents opening and closing price of the Company’s common stock. There was no volume in the stock.

Holders

As of ~~March~~April 3016, ~~2011~~2012, the Company had ~~247~~611 stockholders of record.

Transfer Agent

The Company's registrar and transfer agent is Continental Stock Transfer & Trust Company.

Dividend Policy

We have never declared or paid ~~any~~ cash dividends on our ~~common~~capital stock. We currently intend to retain our future earnings, if any, tofor ~~finance~~use ~~the~~in ~~expansion of~~ our business. Asand atherefore ~~result, we~~ do not anticipate paying ~~any~~ cash dividends in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion.

Securities Authorized for Issuance under Equity Compensation Plans

On July 27, 2009, the Board approved the Midas Medici Group Holdings, Inc. Stock Award and Incentive Plan (the “~~MMGH~~2009 Plan”). The purpose of the ~~MMGH~~2009 Plan is to give us a competitive advantage in attracting, retaining, and motivating officers, employees, directors, and consultants and to provide us with an incentive plan that gives officers, employees, directors, and consultants financial incentives directly linked to shareholder value.

The maximum number of shares that may be issued under the 2009 Plan is 650,000. However for the period commencing January 1, 2010, the maximum number of shares issuable under the Plan shall be equal to 20% of the issued and outstanding shares of the Company’s common stock on a fully diluted basis but shall not be less than 650,000. Pursuant to the 2009 Plan, incentive stock options or non-qualified options to purchase shares of common stock may be issued. The plan may be administered by our board of directors or by a committee to which administration of the Plan, or part of the Plan, may be delegated by our board of directors. Options granted under the Plan are not generally transferable by the optionee except by will, the laws of descent and distribution or pursuant to a qualified domestic relations order, and are exercisable during the lifetime of the optionee only by such optionee. Options granted under the plan vest in such increments as is determined by our board of directors or designated committee. To the extent that options are vested, they must be exercised within a maximum of 90 days of the end of the optionee's status as an employee, director or consultant, or within a maximum of 12 months after such optionee's termination or by death or disability, but in no event later than the expiration of the option term. The exercise price of all stock options granted under the plan will be determined by our board of directors or designated committee. With respect to any participant who owns stock possessing more than 10% of the voting power of all classes of our outstanding capital stock, the exercise price of any incentive stock option granted must equal at least 110% of the fair market value on the grant date.

27On September 20, 2011, the Company’s Board of Directors adopted the Midas Medici Group Holdings, Inc. 2011 Incentive Stock Plan (the “2011 Plan”). The maximum number of shares that may be issued under the 2011 Plan is 650,000. However, for the period commencing January 1, 2012, the maximum number of shares issuable under the 2011 Plan shall be equal to 20% of the issued and outstanding shares of the Company’s common stock on a fully diluted basis but shall not be less than 650,000. Notwithstanding the foregoing, under no circumstance shall the total number of shares subject to the 2009 Plan and the 2011 Plan exceed 20% of the of the issued and outstanding shares of the Company’s common stock on a fully diluted basis. Effective as of January 1, 2012, we can grant a maximum of 2,158,690 shares under the 2011 Plan.

AsPursuant ofto ~~March~~the ~~30,~~ 2011 Plan, incentive stock options or non-qualified options to purchase anshares ~~aggregate~~of common stock may be issued. The plan may be administered by our board of ~~503,176~~directors ~~shares~~or by a committee to which administration of ~~common~~the ~~stock~~2011 Plan, or part of the ~~Company~~2011 ~~were~~Plan, may be delegated by our board of directors. Options granted under the ~~MMGH~~2011 Plan ~~with~~are not generally transferable by the optionee except by will, the laws of descent and distribution or pursuant to a ~~weighted average~~qualified domestic relations order, and are exercisable during the lifetime of the optionee only by such optionee. Options granted under the plan vest in such increments as is determined by our board of directors or designated committee. To the extent that options are vested, they must be exercised within a maximum of 90 days of the end of the optionee's status as an employee, director or consultant, or within a maximum of 12 months after such optionee's termination or by death or disability, but in no event later than the expiration of the option term. The exercise price of $3all stock options granted under the plan will be determined by our board of directors or designated committee.90 With respect to any participant who owns stock possessing more than 10% of the voting power of all classes of our outstanding capital stock, the exercise price of any incentive stock option granted must equal at least 110% of the fair market value on the grant date.

~~The following table shows information with respect to each equity compensation plan under which our common stock is authorized for issuance at December 31, 2010:~~29

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	-0-	-0-	-0-
Equity compensation plans not approved by security holders	503,176	$3.90	146,824
Total	503,176	$3.90	146,824

As of December 31, 2011, options to purchase an aggregate of 876,384 shares of common stock of the Company were granted under the MMGH Plan with a weighted average exercise price of $2.74.

The following table shows information with respect to each equity compensation plan under which our common stock is authorized for issuance at December 31, 2011:

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	-0-	-0-	-0-

Equity compensation plans not approved by security holders	927,675	____	1,932,306

Total	927,675		1,932,306

Recent Sales of Unregistered Securities

In September 2011, the Company issued an aggregate of 35,400 shares of common stock to all employees. The closing price on the day of grant was used to determine the market value of the shares issued. Compensation costs of $84 were charged to operations during the year ended December 31, 2011.

In November 2011, the Company issued an aggregate of 36,000 shares of common stock with a fair market value of $117 to Trilogy Capital Partners, Inc (“Trilogy”), an investor relations firm as per the Company’s agreement with Trilogy.

During the year ended December 31, 2011, the Company issued 354,047 shares of common stock for settlement of $1,147 of debt and the Company retired 425,000 shares of common stock held in treasury.

Item 6. Selected Financial Data.

Not required for ~~small~~smaller reporting companies.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~The~~Business ~~following discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere herein.~~Overview

~~Overview~~We are a global provider of comprehensive information technology solutions to medium sized and large commercial enterprises and government institutions in the United States and Brazil. Our solutions comprise data center and cloud computing enabling hardware, software and services. Our services include virtualization, cloud and managed services, storage and archiving solutions, smart grid services, business process outsourcing, and data center services. As part of these services we offer customized solutions for business continuity, back-up and recovery, capacity on-demand, regulatory compliance and data center best practice methodologies as well as infrastructure as a service (“IaaS”) and software as a service (“SaaS”). Our customers utilize our solutions to optimize their current and planned investments in IT infrastructure and data centers. We believe the breadth of our service offering and our consultative approach to working with clients distinguishes us from other providers.

~~Midas~~We ~~Medici~~have ~~was~~developed ~~incorporated~~an ininfrastructure ~~the~~that ~~State~~enables ofus ~~Delaware~~to ondeliver ~~October~~our ~~30,~~IT ~~2006~~solutions ~~under~~and ~~the~~services ~~name~~agnostic ~~Mondo Acquisition I, Inc. The Company was formed~~ as ~~a vehicle~~ to ~~pursue~~technology aplatform ~~business~~and ~~combination~~location through ~~the~~a ~~acquisition of~~flexible, orcustomer-focused ~~merger~~delivery ~~with,~~model anwhich ~~operating~~spans ~~business.~~three Ondata ~~May~~center ~~15,~~environments: ~~2009~~customer-owned, weco-location, ~~Mondo~~and ~~Management~~the ~~Corp~~cloud., ~~our~~By ~~then~~optimizing ~~sole~~our ~~shareholder,~~customer’s ~~and~~use ~~Midas~~of ~~Medici Group~~secure, ~~Inc.~~energy ~~entered~~efficient ~~into~~and areliable ~~Purchase~~data ~~Agreement. Pursuant~~centers tocombined ~~the~~with ~~Purchase~~a ~~Agreement,~~comprehensive ~~Mondo~~suite ~~Management~~of ~~Corp.~~related ~~sold~~IT toinfrastructure ~~Midas Medici Group~~services, ~~Inc. 1,000,000~~we ~~previously issued and~~are ~~outstanding shares of the Company's~~able ~~restricted~~to ~~common~~offer ~~stock,~~our ~~comprising~~customers ~~100%~~highly ~~of the issued and~~customized ~~outstanding capital stock of~~solutions ~~the~~to ~~Company.~~address ~~The~~their ~~execution~~critical needs of ~~the~~data ~~Purchase~~center ~~Agreement~~availability, ~~resulted~~data inmanagement, adata ~~change in control of the Company~~security, ~~both~~business incontinuity ~~its~~disaster ~~shareholding~~recovery and ~~management.~~data ~~Effective~~center ~~May 22~~consolidation, ~~2009,~~as ~~the~~well ~~Company~~as ~~changed~~a ~~its~~variety ~~name~~of toother ~~Midas~~related ~~Medici~~managed ~~Group Holdings, Inc~~services.

Prior to its reverse merger transaction with Utilipoint International, Inc., the Company was a “shell company” based on its business activities. Under SEC rule 12b-2 under the Securities Act of 1933, as amended (the “Securities Act”), the Company also qualified as a “shell company,” because it had no or nominal assets (other than cash) and no or nominal operations.30

~~With~~We ~~the~~serve ~~acquisition~~clients ofacross ~~Utilipoint~~multiple onindustry ~~August~~verticals 21including financial services, ~~2009~~government, manufacturing, pharmaceutical, telecommunications, technology, education, utilities, healthcare and consumer goods. Some of our larger customers in the ~~merger~~US ~~was~~include ~~accounted~~The ~~for~~International asMonetary aFund, ~~reverse~~Freepoint ~~merger~~Commodities, State of North Carolina, Avaya and ~~recapitalization~~Schooldude.com, ~~which~~and ~~resulted~~some of our larger customers in ~~Midas~~Brazil ~~Medici~~include ~~being~~Cia ~~the~~De ~~"legal~~Tecno ~~acquirer"~~Da Infor Do Est MG-Prodemge, Banc Do Brasil SA, CemigDistribuicao SA, Banco Central Do Brasil and MG Secretaria De Estado De Fazenda. Utilipoint, our utilities focused offering, currently provides energy industry consulting services and proprietary research. Our highly experienced consultants leverage direct industry experience to advise utilities along the ~~"accounting~~range ~~acquirer"~~of the utility industry value chainand we intend to take advantage of those relationships to offer utility vertical focused solutions around our core data center and managed services offerings.

~~Utilipoint,~~As ~~the~~of ~~Company’s wholly-owned~~December ~~subsidiary~~31, ~~provides~~ ~~consulting services and proprietary research to its clients using multi-disciplinary teams with deep subject matter expertise~~2011, ~~analytical~~Midas ~~methodologies,~~Medici ~~primary~~has ~~research~~347 ~~and~~employees ~~technology-enabled~~located ~~tools.~~in ~~As of~~ the ~~date~~United ~~of filing of this report~~States, ~~Utilipoint~~Brazil ~~has~~and ~~19 employees~~Europe. Midas ~~More~~Medici ~~than~~is ~~50%~~headquartered ofin ~~Utilipoint’s~~New ~~professional~~York ~~staff~~City ~~hold~~with ~~post-graduate~~regional ~~degrees~~offices in ~~such diverse fields as economics~~Cary, ~~engineering~~NC, ~~business administration~~Albuquerque, ~~information technology~~NM, ~~law~~Pittsburgh, ~~life~~PA ~~sciences~~ and ~~public~~maintains ~~policy.~~international ~~Utilipoint’s~~operations ~~senior~~through ~~managers~~its ~~have~~offices ~~considerable~~in ~~industry~~Brno, ~~and~~Czech ~~project~~Republic ~~management experience~~ and anBelo ~~average~~Horizonte, ~~tenure~~Vitoria, ofSalvador, ~~more~~Brasilia, ~~than~~Curitiba, 20Florianopolis, ~~years~~Porto inAlegre, ~~the~~Rio ~~industry.~~de WeJaneiro, ~~believe~~and ~~this~~Sao ~~diverse~~Paulo, ~~pool of intellectual capital enables us to provide creative solutions to our clients’ most pressing problems~~Brazil.

28A key element of our growth strategy is to pursue acquisitions. We plan to continue to acquire businesses if and when opportunities arise. We expect future acquisitions to also be accounted for as purchases and therefore generate goodwill and other intangible assets. We expect to incur additional debt for future acquisitions and, in some cases, to use our stock as acquisition consideration in addition to, or in lieu of, cash. Any issuance of stock may have a dilutive effect on our stock outstanding.

~~Utilipoint~~In isDecember ~~headquartered~~2011, inmanagement ~~Albuquerque,~~implemented ~~New~~a ~~Mexico,~~cost ~~with~~cutting ~~two~~initiative ~~domestic~~to ~~regional~~reduce ~~offices~~headcount in ~~Tulsa,~~our ~~Oklahoma~~Brazil and ~~Sugar~~US ~~Land,~~operations ~~Texas~~resulting in annualized cost savings of approximately $2 million. ItIn ~~maintains~~our ~~international~~US operations, ~~through~~management ~~its~~reduced ~~office~~headcount by ten employees resulting in ~~Brno~~approximately $1.0 million in annualized savings. In our Brazil operations, ~~Czech~~management ~~Republic~~reduced head count by sixteen employees to achieve approximately $1.1 million in annualized cost savings.

~~Results~~On August 2, 2011, the Company completed the acquisition of ~~Operations~~a 80% interest in Cimcorp, pursuant to the terms of the Stock Purchase Agreement (“SPA”), as amended, among the Company, Cairene Investments, Ltd. (the “Seller”), and certain shareholders (the “Shareholders”), Cimcorp, Cimcorp Comércio Internacional e Informática S.A., a Brazilian Sociedade Anônima, Cimcorp Comércioe Serviзos Tecnolуgicos e Informбtica Ltda., a Brazilian limitada, and Cimcorp USA, LLC, a Florida limited liability company.

At the closing, the Company provided consideration of Seventeen Million Brazilian Reais ($10,987 USD), Eight Million Brazilian Reais ($5,150 USD) of which was paid in cash, Nine Million Brazilian Reais ($2,244 USD) in shares of common stock of the Company equal to 1,297,022 shares of common stock of the Company and a purchase price contingency of $3,593.

Pursuant to the terms of the stock purchase agreement, the Company was to purchase on January 24, 2012 (but no later than January 27, 2012) an additional 20% of the shares of Cimcorp (“Tranche A”) for a purchase price of Nine Million Brazilian Reais ($5,817 USD), which purchase price is subject to certain adjustments to the Brazil CPI index provided, however, such adjustments are capped at 7%. As a result of this provision, at closing date of August 2, 2011, the Company recorded a liability of $4,497 (net present value at a 15% discount rate) for the obligation to purchase the Tranche A shares of Cimcorp and effectively held an 80% interest in Cimcorp as of the acquisition date. As of December 31, 2011, the Company recorded a liability of $4,791 for the obligation to purchase the Tranche A shares. In February 2012, the Company paid Two Million Brazilian Reais ($1,146 USD) towards the purchase of the Tranche A shares, with the remaining amounts due at the closing of the sale of the Tranche A shares. The Seller and minority shareholders’ of Cimcorp have the right to elect to have the Company purchase the remaining 20% of the shares of Cimcorp (the “Tranche B”) 30 days after the 24 month anniversary of the initial closing. The SPA provides that in the event the Company undergoes a Change in Control, as defined, or transfers more than 50% of the shares of Cayman Co. the purchase of Tranches A and B shall be accelerated. In March 2012, the Company entered into an amendment to the stock purchase agreement which amended the purchase price of the Tranche A shares to Seven Million Brazilian Reais from Nine Million Reais which is the Eleven Million Brazilian Reais purchase price of the Tranche A shares less Two Million Brazilian Reais of total net debt, as defined in the stock purchase agreement, less Two Million Brazilian Reais which has been previously paid by the Company. In addition, the amendment extended the closing date for the Tranche A shares from January 2012 to July 2012. The amendment also provides for the payment of any interest in arrears on the Tranche A shares on a monthly basis on the last day of the month in which the interest has accrued. The amendment also provides that the purchase price of the Tranche A shares shall be adjusted solely to reflect the payment of the interest of 3% in arrears as a penalty calculated over the outstanding value of the Tranche A shares adjusted price to be paid until the last day of the months of February, March, April, May and June 2012.

On June 8, 2011, Midas Medici completed its acquisition of the assets of Energy Hedge Fund Center, LLC, a web portal and community for clients interested in hedge funds in the energy and commodity sectors, in a stock, cash and forgiveness of debt transaction for a total purchase price of $30. The Company issued 1,430 shares of its common stock in relation to this transaction.

On May 3, 2011, the Company completed the acquisition of WeatherWise, an energy-efficiency analytics company, pursuant to the terms of an Agreement and Plan with Weather Wise, and MMGH WW Acquisition Sub, Inc., our wholly owned subsidiary, dated as of March 29, 2011 for a total purchase price of $268. At the closing of the Merger Agreement, MMGH WW Acquisition Sub, Inc. merged with and into WeatherWise and WeatherWise became our wholly-owned subsidiary. As part of the merger, WeatherWise was rebranded “UtiliPoint Analytics,” allowing Midas to further leverage its Consonus and UtiliPoint brands to verticalize Midas into the utility sector.

On February 28, 2011, we completed the acquisition of Consonus pursuant to the terms of the Agreement and Plan of Merger with Consonus, and MMGH Acquisition Corp., our wholly-owned subsidiary dated as of April 30, 2010. Pursuant to the Merger Agreement effective February 28, 2011, MMGH Acquisition Corp. merged with and into Consonus and Consonus became our wholly owned subsidiary. With the acquisition of Consonus on February 28, 2011, the Merger was accounted for as a reverse merger and recapitalization which resulted in Midas Medici being the “legal acquirer” and Consonus the “accounting acquirer” for a total purchase price of $5,236.

Revenue

Our revenue is predominantly generated through data center services and IT infrastructure solutions and services, consulting and other revenue. Data center services are comprised primarily of hosting, bandwidth, managed infrastructure, managed services, software and maintenance support services. IT infrastructure solutions and services include primarily the sale of hardware and software, along with consulting, integration and training services.

Our revenue mix varies from year to year due to numerous factors, including our business strategies and the procurement activities of our clients. Unless the content requires otherwise, we use the term “contracts” to refer to contracts and any task orders or delivery orders issued under a contract.

Cost of revenues

Our cost of revenues consist of personnel costs, cost of sales of hardware and software, allocated lease and building costs, electricity costs and bandwidth. Payroll costs are expected to increase as employees are given increased compensation based on merit. We also expect our other costs (such as cost of revenue of hardware and software) to increase as we increase our revenues. Cost of revenues also consist of costs incurred to provide services to clients and reimbursable project expenses associated with fringe benefits, all relating to specific client engagements. Cost of revenues also include the costs of subcontractors and outside consultants, third-party materials and any other related cost of revenues, such as travel expenses.

Our gross profit percentage is affected by a variety of factors, including competition, the mix and average selling prices of our products and services, our pricing policies, the cost of hardware products, the cost of labor and materials. Our gross profit percentage could be adversely affected by price declines or pricing discounts if we are unable to reduce costs on existing products and fail to introduce new products with higher margins. Our gross profit percentage for any particular quarter could be adversely affected if we do not complete a sufficient level of sales of higher-margin products by the end of the quarter. Many of our customers do not finalize purchasing decisions until the final weeks or days of a quarter, so a delay in even one large order of a high-margin product could significantly reduce our total gross profit percentage for that quarter.

Currently, IT infrastructure solutions typically have a lower gross profit as a percentage of revenue than our services due to the cost of various hardware products.

Selling, general and administrative

Our selling expenses consist primarily of compensation and commissions for our sales and marketing personnel. They also include advertising expenses, trade shows, public relations and other promotional materials. General and administrative expenses include personnel compensation and related personnel costs, professional services not allocated to other areas, insurance fees, franchise and property taxes, and other expenses not allocated to cost of revenue. We also anticipate that we will incur additional expenses related to professional services and insurance fees necessary to meet the requirement of being a public company. Selling, general and administrative (“SG&A”) expenses include our management, facilities and infrastructure costs, as well as salaries and associated fringe benefits, not directly related to client engagements. Among the functions covered by these expenses are marketing, business and corporate development, bids and proposals, facilities, information technology and systems, contracts administration, accounting, treasury, human resources, legal, corporate governance and executive and senior management.

Results of Operations (Dollars in Thousands)

The following discussion highlights results from our comparison of consolidated statements of operations for the periods indicated.

~~Fiscal~~Revenues. Revenues for the year ended December 31, ~~2010~~2011 totaled $89,690, compared to ~~fiscal~~$51,626 for the year ended December 31, ~~2009~~2010. The increase in revenues is attributable to increased sale of infrastructure solutions and services in our US operations and the Company’s acquisition of CIMCORP, which occurred in the third quarter. We had $32,537 million in incremental revenue from acquisitions during the last five months (August to December) of the year, which contributed about 36% to our total consolidated revenues and 85% to our consolidated revenue growth.

~~Net~~Cost of revenues. ~~Net~~Cost of revenues for the year ended December 31, ~~2010~~2011 were $165,~~123~~048,~~140~~ or 72.5% of revenue, compared to $336,~~009~~638 or 71.0% of revenue,~~163~~ for the year ended December 31, ~~2009~~2010. Cost of revenues is our largest category of operating expenses, representing more than 63.0% of our total operating expenses in 2011.The ~~decrease~~increase in ~~net~~cost of revenues was primarily due to the ~~loss~~increase ofin ~~employees,~~revenues ~~shift~~from tothe ~~low~~comparable ~~risk~~period. ~~higher~~We ~~margin~~had ~~projects~~$24,137 ~~and~~million ~~the~~in ~~Company's~~incremental ~~clients~~costs ~~and~~of ~~target~~revenues ~~customers~~from ~~cutting~~acquisitions ~~budgets~~outside the United States for ~~discretionary~~the ~~spending~~last five months (asAugust ato ~~result~~December) of the ~~recent~~year, ~~recessionary~~which ~~macroeconomic~~contributed ~~conditions)~~about ~~that~~37.1% ~~account~~to ~~for the~~our ~~Company's core~~total ~~revenues~~consolidated ~~sources~~cost of revenues.

~~Cost~~Selling, ofgeneral ~~services~~and administrative expenses. ~~Cost~~Selling, ofgeneral ~~services~~and administrative expenses for the year ended December 31, ~~2010~~2011 were $~~580~~33,~~799~~440 orcompared ~~52%~~to of$19,085 ~~net~~for ~~revenue~~the year ended December 31, ~~compared~~2010. Selling, general and administrative expenses increased primarily due to 1professional service fees related to the Company’s Mergers and Acquisition (“M&A”),~~757~~ stock based compensation charges,~~823~~ as well as the inclusion of $13,553 of selling, general and administrative expenses (August – December) from our acquisitions outside the United States. A significant portion of our 2011 selling, general and administrative expenses consist of personnel costs such as salaries, commissions, bonuses, a non-cash stock based compensation of $986, non-cash stock issuance for consulting services of 117, deferred compensation expense or ~~58%~~income, and temporary personnel costs. Our SG&A includes $577 in compensation costs paid to the former partners from our Brazil operations who are no longer involved with the Company. Selling, general and administrative expenses also include costs of ~~net~~our ~~revenue~~facilities, utility expense, professional fees, sales and marketing expenses. We completed three business acquisitions and one asset acquisition in 2011. Because of the timing of these acquisitions, year-to-date results include operating expenses that did not exist in the same periods last year. Our selling, general and administrative costs for 2011 include significant acquisition related expenses such as legal, accounting and valuation services performed by third parties of $3,658 for the year ended December 31, ~~2009.~~2011 ~~The~~of ~~increase~~which in$1,518 was incurred by our ~~margins~~US operations and $2,140 asby aour ~~result~~Brazil ofoperations ~~lower~~during the five months between August and December. In December 2011, our US operations reduced headcount for a total cost savings of ~~services~~$1,000 asand our Brazil operations reduced headcount for a ~~percentage~~total savings of ~~net~~$1,100. ~~revenues~~Also, ~~was~~the ~~primarily~~increase ~~due~~in toselling, ~~decreased~~general ~~direct~~and administrative expenses byin ~~utilization~~the year ended December 31, 2011 as compared to December 31, 2010 was a result of ~~internal~~an ~~labor~~increase ~~expenses~~in ~~only~~our stock based compensation charges and professional services fees related to our acquisitions activities.

~~Selling,~~Operating ~~general and administrative expenses~~loss. ~~Selling,~~For ~~general and administrative expenses for~~ the year ended December 31, ~~2010~~2011, ~~were~~consolidated net loss totaled $211,~~937~~496,~~000,~~ compared to consolidated net income of $212,~~722,871~~398 for the year ended December 31, ~~2009~~2010. ~~Selling,~~The ~~general~~consolidated ~~and~~net ~~administrative~~income ~~expenses~~2010 ~~increased~~was ~~significantly~~ primarily due to ~~expenses~~a ~~related~~recognized togain ~~the~~on ~~preparation~~sale ~~and filing~~ of ~~the~~discontinued ~~registration~~operations ~~statement~~of $24,551 ~~and~~(offset ~~additional~~by ~~employee~~a ~~compensation~~tax ~~costs~~expense of $~~135~~7,~~000~~450). A lack of this gain and increased SG&A in 2011 driven by mergers and acquisitions (“M&A”) activity contributed to the consolidated net loss in 2011.

~~Operating~~Other ~~loss~~income. ~~For~~Other income for the year ended December 31, ~~2010,~~2011 ~~losses~~was ~~from~~$3,545 ~~operations~~and ~~totaled~~primarily ~~$2,405,354,~~consists ~~compared~~of toa angain ~~operating~~due ~~loss~~to offoreign ~~$1,491,454~~exchange ~~for~~translation ~~the~~and ~~year~~a ~~ended~~gain ~~December~~on ~~31,~~change ~~2009.~~in ~~Loss~~fair ~~from~~value ~~operations~~of ~~increased~~a ~~primarily~~purchase ~~due~~price tocontingency. ~~reduced~~In ~~net~~2010, ~~revenues~~other ~~combined~~income ~~with~~of ~~expenses~~$17,195 ~~related~~is tofrom ~~the~~a ~~preparation~~gain ~~and~~in ~~filing~~extinguishment of ~~the~~debt ~~registration~~pursuant ~~statement and~~to ~~stock-based~~the ~~compensation~~divestiture ~~related~~of ~~expenses~~discontinued operations.

Interest and tax expense. For the year ended December 31, ~~2010~~2011, interest expense was $~~142~~4,~~960~~597, compared to $891,~~638~~752 for the year ended December 31, ~~2009~~2010. The increase in interest expense is a result of assumed debt and leases from our acquisition of CIMCORP, our revolving credit facility with Porter entered into in July 2011 and our junior subordinated notes incurred to facilitate our acquisition of CIMCORP. Tax provisions ~~were~~for ~~not~~the ~~material~~year ended December 31, 2011 resulted in tax benefits of $2,382 and $3,505 related to continuing operations for ~~either~~the ~~period~~years ended December 31, 2011 and 2010, respectively.

~~Liquidity and Capital Resources~~33

AtLiquidity ~~December 31, 2010, we had cash~~ and ~~cash~~Capital ~~equivalents~~Resources of(dollars ~~$13,914~~in ~~and working capital deficiency of $2,359,777.~~thousands)

~~Cash~~The ~~flow~~Company's ~~used~~consolidated infinancial ~~operations~~statements ~~was~~have ~~$1,548,600~~been ~~for~~prepared ~~the~~assuming ~~year~~that ~~ended~~we ~~December 31,~~will ~~2010~~continue ~~compared~~as toa ~~cash~~going ~~flow used in operations of $298~~concern,~~612~~ inwhich ~~the~~contemplates ~~prior year. The increase in cash flow used in operations resulted from~~ the ~~net~~realization ~~loss~~ of ~~$2,554,964~~assets ~~offset by non-cash charges from stock based compensation of $302,139, increased customer collections resulting in a reduction in accounts receivable of $219,575~~ and ~~extending~~the ~~payment~~settlement ~~terms to increase accounts payables and accrued expenses~~ of ~~$620,538.~~liabilities ~~Cash flow used~~ in ~~operations in 2009 was related primarily to~~ the ~~net~~normal ~~loss~~course ~~from~~of ~~operations, net customer collections resulting in a reduction in accounts receivable and extending payment terms, increased accounts payables and accrued expenses~~business.

~~Cash~~Our ~~used~~accumulated indeficit ~~investing~~at ~~activities was $824 for the year ended~~ December 31, ~~2010~~2011 was ~~related~~$23,784, ~~to purchases of furniture~~ and ~~fixtures.~~we ~~Cash~~incurred ~~provided~~a byconsolidated net ~~investing~~loss ~~activities~~of ~~was~~ $1511,~~017~~496 for the year ended December 31, ~~2009~~2011. On ~~was~~December ~~related~~31, to2011, ~~cash~~we ~~proceeds~~had ~~received~~a ~~from~~working ~~the~~capital ~~merger~~deficit ~~offset by purchases~~ of ~~computers and office equipment~~ $34,145.

~~Cash~~During ~~provided~~2011, bythe ~~financing~~Company ~~activities~~continued ~~consists~~to ~~principally~~execute ofits ~~net~~acquisition ~~proceeds~~plan ~~received~~and ~~from~~increase ~~related~~top ~~party~~line ~~notes~~growth ~~and~~while ~~revolving~~improving ~~credit~~operating ~~facilities~~margins. The ofCompany’s ~~$1,500,929~~2011 top line growth improved 12% in the US and ~~$205~~17% in Brazil as compared to 2010,~~765~~ ~~for~~excluding the ~~years~~revenue ~~ended~~recognition ~~December 31,~~of a large project in 2010. Certain of the acquisitions resulted in significant costs to convert the Brazilian company to a US GAAP based reporting company. The Company believes that its 2011 acquisitions have positioned itself to list on more senior stock exchanges including the OTCQX U.S, in New York and ~~2009~~the Alternative Investment Market stock exchange in London, ~~respectively~~either or both of which would broaden the Company’s options to raise capital.

OnOur ~~October~~US ~~14,~~operations ~~2009~~contributed $6,301 ~~the~~to ~~Company,~~our ~~entered~~consolidated ~~into~~loss abefore ~~revolving~~income ~~loan~~tax ~~agreement~~expense ~~with~~of ~~Proficio~~$13,878. ~~Bank~~Of (the ~~“Loan~~US ~~Agreement”).~~loss ~~Pursuant~~before toincome ~~the~~tax ~~terms~~expense of ~~the Loan Agreement~~$6,301, ~~the~~net ~~Lender~~of ~~agreed~~a togain ~~loan~~of ~~up to~~ $~~500~~2,~~000~~316 ~~(the~~from ~~“Loan”)~~purchase accounting adjustments related to the ~~Company~~acquisition ~~which~~of ~~amounts~~our ~~will~~Brazil beoperations, ~~evidenced~~approximately by$5,935 arelates ~~Senior~~to ~~Secured~~either ~~Revolving~~one ~~Promissory~~time ~~Note.~~expenses ~~Interest~~ on ~~the~~non ~~Loan~~cash ~~was~~expenses ~~payable~~as ~~monthly~~follows: ~~in arrears commencing on November~~ $1,518 ~~2009,~~was atrelated ato ~~rate~~non ~~which~~recurring isdeal ~~equal~~expenses tofor the ~~Wall~~various ~~Street~~acquisitions ~~Journal~~closed ~~prime~~by ~~rate~~the ~~plus~~Company ~~2.5%~~during 2011, or$1,103 awas ~~minimum~~for ~~of 6.5%.~~non-cash Instock ~~the~~compensation ~~event~~charges ofand ~~default,~~stock asissued ~~such~~for ~~term~~consulting isservices ~~defined~~and in$3,314 ~~the~~was ~~Loan~~for ~~Agreement;~~non-cash ~~the~~depreciation ~~interest~~and ~~rate~~amortization ~~shall~~- ~~bear~~primarily ~~additional~~related ~~interest~~to amortization of ~~3%. The~~definite ~~Loan~~lived isintangible ~~secured~~assets. byOur ~~all~~Brazil ~~of our property~~operations, ~~including,~~which ~~all~~we ~~our~~acquired ~~accounts,~~in ~~inventory,~~August ~~furniture~~1, ~~fixtures~~2011, ~~equipment,~~contributed ~~leasehold~~a ~~improvements,~~loss ~~chattel~~before ~~paper~~income ~~and~~tax ~~general~~expense ~~intangibles~~of ~~and~~$7,577 ~~all~~primarily ~~proceeds~~due ~~thereof.~~to Inacquisition ~~connection~~related ~~with~~costs ~~the~~of ~~Loan~~$2,717 inincurred ~~addition~~during August to ~~the~~December ~~Loan~~2011 ~~Agreement,~~that weare ~~entered~~non-recurring ~~into~~and a$159 ~~Security~~in ~~Agreement~~depreciation ~~with~~and ~~Proficio~~amortization. ~~and~~As ~~the~~such ~~holders~~$8,811 of the ~~senior~~operating ~~subordinate~~costs ~~debentures~~that ~~issued~~contributed byto ~~Utilipoint~~our ~~entered~~consolidated ~~into~~loss abefore ~~Subordination~~income ~~and~~tax ~~Standstill~~expense ~~Agreement. The~~of ~~credit facility matured on October 14~~$13,878 ~~2010~~are ~~and~~either ~~was~~non-recurring ~~paid~~or ~~in full on November 2, 2010~~non-cash.

29Our working capital deficit of $34,145, is primarily composed of the following accounts that impact cash flow in 2012; current maturities of long term debt of $15,745 of which $8,410 relates to revolving credit facilities that the Company expects to renew during 2012 or that have been already extended subsequent to year end, $7,255 of deferred purchase price consideration, which the Company believes will be extended in the event it are unable to pay as it becomes due, accounts payables, accounts receivables and accrued other liabilities.

~~Our~~Cash ~~consolidated~~flow ~~financial~~used ~~statements~~in ~~have~~operations ~~been~~was ~~prepared assuming that we will continue as a going concern~~$2,980 ~~which contemplates the realization of assets~~ and ~~the~~$8,702 ~~settlement~~for ~~of liabilities in~~ the ~~normal~~years ~~course~~ended ofDecember ~~business~~31, 2011 and, ~~accordingly~~2010, norespectively. ~~adjustments~~The ~~have~~cash ~~been~~flow ~~made~~used toin ~~recorded~~operations ~~amounts~~resulted ~~that might result~~ from the ~~outcome~~consolidated net ofloss ~~this~~from ~~uncertainty.~~operations ~~Our~~of ~~accumulated deficit at December 31~~$11,496 ~~2010~~which was ~~$4,817,626,~~primarily ~~and~~driven weby costs incurred ~~net~~ ~~losses~~for ofM&A ~~$2,554,964~~activities ~~and~~of $13,~~582~~820,~~108~~ ~~for~~an ~~the~~increase ~~years~~in ~~ended~~accounts ~~December~~receivables ~~31, 2010~~ and ~~2009,~~inventory ~~respectively. On~~of ~~December 31~~$9, ~~2010~~673, weoffset ~~had~~by ~~working~~increases ~~capital~~in ~~deficit~~accounts payable of $214,~~359,777.~~973 ~~Historically,~~and ~~Utilipoint~~accrued ~~has~~liabilities ~~funded~~of ~~its operations with cash obtained mainly from stockholders and third-party financings~~$4,911.

InNet ~~February~~cash ~~2010~~used in investing activities was $5,081 and net cash flow provided by investing activities was $37,954 for the ~~Company~~years ~~completed~~ended aDecember ~~public~~31, ~~offering~~2011 and 2010, respectively. ~~Net~~Cash ~~proceeds of~~used in investing activities for the ~~offering~~year ~~totaled~~ended $1December 31,~~177,600~~ ~~after~~2011 ~~taking~~was ~~into~~primarily ~~account~~related ~~underwriting~~to ~~discount~~cash used for the acquisition of Cimcorp and ~~commissions~~purchases of ~~$102,400. The~~computers ~~public~~and ~~offering~~office ~~included~~equipment ~~256,000~~and ~~shares~~cash ofprovided ~~our~~by ~~common~~operations ~~stock~~for atthe ayear ~~price~~ended ofDecember ~~$5.00~~31, ~~per~~2010 ~~share.~~was ~~Certain~~the result of ~~our~~net ~~affiliates~~proceeds ~~converted~~received ~~outstanding~~from ~~debt~~the sale of upa tosubsidiary ~~$250,000~~ in ~~the~~our ~~offering~~US operations in 2010.

WeCash provided ~~expect~~by (used ~~that~~in) ~~our~~financing ~~cash~~activities ~~flow~~was ~~from operations~~$4,686 ~~external financing~~ and ~~subsequent~~($24,723) ~~restructuring of our balance sheet will allow us to meet our anticipated cash requirements~~ for the ~~next~~years ~~twelve~~ended ~~months,~~December ~~excluding any additional funding we will need to pursue our acquisition strategy. Such acquisitions~~31, if2011 ~~entered~~and ~~into~~2010, ~~will~~respectively. beThe ~~funded~~increase byis ~~the~~a ~~sale~~result of ~~additional~~the ~~debt~~Company orsecuring ~~equity securities or~~ additional ~~bank~~working ~~financing~~capital facilities. ~~The~~ ~~sale~~Proceeds ofreceived ~~additional~~from ~~equity~~the ~~securities~~working ~~could~~capital ~~result~~facilities ~~in additional dilution to our stockholders~~ and ~~there~~subordinated ~~can~~secured bepromissory nonotes ~~guarantee~~totaled ~~that~~$12,535 wefor ~~will~~the beyear ~~successful~~ended inDecember ~~raising~~31, ~~those~~2011, ~~additional~~which ~~funds~~was onoffset ~~terms~~by ~~that~~total ~~are~~repayments ~~acceptable to us. Any acquisitions we undertake may be funded through other forms~~ of debt, ~~such~~of ~~as publicly issued or privately placed senior or subordinated debt~~$7,849.

~~Our~~As ~~liquidity~~described isabove ~~affected by many factors, some based on~~ the ~~normal~~Company ~~ongoing~~incurred ~~operations~~significant oflosses ~~the~~before ~~business~~income ~~and~~tax ~~others~~expense ~~related to the uncertainties~~ of ~~the~~$13,878 ~~industries~~ in ~~which we compete. Our liquidity may also be adversely affected by the current economic conditions~~2011, ~~including~~primarily ~~consumer~~due ~~spending, the ability~~ to ~~collect~~non-recurring ~~our accounts receivable~~ and ~~our~~non ~~ability~~cash toitems ~~obtain~~totaling ~~working~~approximately ~~capital. There is no assurance that additional funds will be available on terms acceptable to the Company and its stockholders~~$8, ~~or at all~~811.

~~Impact~~During of2011, ~~our~~we ~~initial~~took ~~public~~several ~~offering~~initiatives which strengthened the Company’s ability to manage the company’s liquidity position and will continue to do so in 2012 :

~~The~~· ~~completion~~On ofJuly ~~our~~29, ~~initial~~2011, ~~public~~we ~~offering,~~entered ~~pursuant~~into toa ~~which,~~Commercial inFinancing ~~February~~Agreement ~~2010,~~(“CFA”) wewith ~~sold~~Porter ~~256,000~~Capital ~~shares~~Corporation of(“Porter ~~common~~Capital”) ~~stock~~whereby ~~for~~Porter ~~gross~~Capital ~~proceeds (net~~can ~~proceeds~~purchase ~~available~~up to ~~the~~$5,000 ~~Company~~of ~~after~~our ~~deducting~~eligible ~~underwriting~~accounts ~~discount~~receivable. ~~and~~Under ~~commissions~~the ~~was $1~~CFA,~~177,600)~~ ofPorter ~~$1,280,000. Over~~Capital ~~the~~typically ~~long~~advances ~~term,~~up ~~our~~to ~~results~~90% of ~~operations~~the ~~will~~total beeligible ~~affected~~amount byof ~~the~~accounts ~~costs~~receivable factored. The term of ~~being~~the CFA is for a ~~public~~period ~~entity,~~of ~~including~~two ~~changes~~years, inwith ~~board~~automatic ~~and~~one-year ~~executive~~extensions ~~compensation,~~at the ~~costs~~option of ~~compliance with~~ the ~~Sarbanes-Oxley~~Company. ~~Act~~The ofCompany ~~2002,~~increased ~~the~~its ~~costs~~working ofcapital ~~complying~~line with ~~the~~Porter ~~Security~~from ~~Exchange~~$3,000,000 ~~Commission~~to ~~(“SEC”)~~$5,000,000 and ~~NASDAQ~~Porter ~~requirements,~~provided ~~and~~additional ~~increased~~financing ~~insurance,~~in ~~accounting~~the ~~and~~form ~~legal~~of ~~costs.~~over ~~These~~advances ~~costs~~beyond ~~are~~the ~~not~~working ~~reflected~~capital inline ~~our~~based ~~historical~~upon ~~results~~the increased accounts receivable on the Company’s books.

~~Critical~~· ~~Accounting~~Also, ~~Policies~~on July 29, 2011, we entered into a Securities Purchase Agreement for the sale of an aggregate of up to $4,500 in subordinated secured promissory notes and ~~Significant~~1,500,000 ~~Judgments~~shares of common stock of the Company. Each purchaser purchased 33,333 shares at $.01 per share for each $100,000 note purchased. Through December 31, 2011, we sold $1,950 of notes and ~~Estimates~~issued 649,998 shares of our common stock.

·	The Company reduced overhead costs dramatically in both the US and Brazil operations in December of 2011 which will result in annualized cost savings of $2,100 in the future.

As a result of our recent acquisition of Cimcorp and the excellent relationship Cimcorp maintains with several large financial institutions that have historically and currently provided financing, we believe that the Company has the opportunity to obtain additional working capital lines based on its new receivables it creates. In March 2012, the Company procured a new accounts receivables based working capital line for $1,179 from one of those relationship banks.

·	In April 2012 the Company entered into a revolving credit facility and promissory note with Knox Lawrence International, LLC and Quotidian, LLC of $2,000 upon which the company can draw down to support its working capital needs.

The Company expects available borrowings under the existing financing arrangements, additional financing arrangements entered into subsequent to December 31, 2011 and cash flows from operations to generate sufficient liquidity to meet the Company’s cash flow requirements through December 31, 2012. Management plans to maintain all lines of credit.

A significant reduction in operating cash flows resulting from changes in economic conditions, increased competition or other events beyond the Company’s control could have a material adverse effect on the cash flows of the business and liquidity of the Company. If this were to happen, the Company would further reduce costs or seek additional funding.

Accordingly, no adjustments have been made to the recorded amounts that might result from the outcome of the uncertainty.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We review our estimates on an ongoing basis, including those related to allowances for doubtful accounts, certain revenue recognition related to contract deliverables, valuation allowances for deferred tax assets, rates at which deferred tax assets and liabilities are expected to be recorded or settled, accruals for paid time off and the estimated labor utilization rate used to determine cost of services of our foreign subsidiary. We base our estimates on historical experience, known trends and events, and various other factors that we believe to be reasonable under the circumstances, the results of which form our 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.

Our management believes the following accounting policies and estimates are most critical to aid you in understanding and evaluating our reported financial results.

Revenue Recognition

The Company’s ~~primary~~derives ~~revenue~~revenues ~~streams~~from ~~and~~data ~~the~~center ~~basis~~services onand ~~which~~solutions, ~~revenue~~IT isinfrastructure ~~recognized~~services ~~for~~and ~~each~~solutions ~~are~~and asequipment ~~follows:~~leases.

~~Fixed~~Data center services and solutions are comprised of managed infrastructure, managed services, sale of software and support services. IT infrastructure services and solutions include the sale of software and hardware, along with consulting, integration and training services. Equipment leases comprise the sale of equipment through sales-~~Price~~type ~~Contracts~~leases.

~~Fixed~~The ~~price~~Company ~~contracts~~recognizes ~~are~~revenue ~~projects~~when ~~where~~all ~~services~~of the following conditions are ~~provided~~satisfied: at(1) there is persuasive evidence of an ~~agreed~~arrangement; ~~upon~~(2) ~~price~~delivery ~~for~~has ~~defined~~occurred; ~~deliverables.~~(3) Onthe ~~occasion,~~collection ~~clients~~of ~~with~~fees is probable; and (4) the amount of fees to be paid by the customer is fixed ~~price~~or ~~contracts~~determinable. ~~will~~Delivery ~~require~~does annot ~~accounting~~occur ofuntil ~~all~~products ~~hours~~have ~~worked~~been onshipped aor ~~project~~services athave anbeen ~~agreed~~provided ~~upon~~and ~~hourly~~risk ~~rate~~of toloss ~~accompany~~has antransferred ~~invoice~~to the client.

30When the Company provides a combination of the above referenced products or services to its customers, recognition of revenues for the hardware and related maintenance services component is evaluated to determine if any software included in the arrangement is not essential to the functionality of the hardware based on accounting guidance related to “Non-Software Deliverables in an Arrangement Containing More-Than-Incidental Software.” Hardware and related elements qualify for separation when the services have value on a stand-alone basis, objective and verifiable evidence of fair value of the separate elements exists and, in arrangements that include a general right of refund relative to the delivered element, performance of the undelivered element is considered probable and substantially in its control. Fair value is determined principally by reference to relevant third-party evidence of fair value. Such third-party information is readily available since the Company primarily sells products offered by its vendors. The application of the appropriate accounting guidance to the Company’s sales requires judgment and is dependent upon the specific transaction. The Company recognizes revenues from the sale of hardware products at the time of sale provided the revenue recognition criteria are met and any undelivered elements qualify for separation.

~~Bundled~~The ~~Service~~Company ~~Agreements~~sells equipment under capital lease arrangements. The Company uses the leases topic of the Financial Accounting Standards Board (“~~BSAs~~FASB”) Accounting Standard Codification (“ASC”) 840, “Leases”, to evaluate whether an arrangement is a capital or operating lease and to determine classification of capital leases as either sales-type or direct financing. For sales-type leases, the revenue allocated to the equipment is recognized when the lease term commences, which the Company deems to be when all of the following conditions have been met: (i) the equipment has been installed and (ii) receipt of the written customer acceptance certifying the completion of installation, provided collectability is reasonably assured. The initial revenue recognized for sales-type leases consists of the present value of future payments computed at the interest rate implicit in the lease. The determination of the fair value of the leased equipment requires judgment and can impact the split between revenue and finance income over the lease term. The Company includes interest income from sales-type leases in its revenues based on the effective interest rate of its lease agreements. As of December 31, 2011 and 2010, the amount of interest income included as part of leases revenue is $1,630 and $0, respectively.

~~BSAs~~The ~~are~~Company ~~packages~~had ofentered ~~services~~into ~~that~~certain ~~clients~~sales-type ~~subscribe~~leases towith customers, ~~typically~~in onwhich anthe ~~annual~~underlying ~~contract~~equipment ~~basis~~was initially procured using a capital lease financing that restricted the Company from transferring title or ownership. ~~The~~In ~~services~~these ~~typically~~situations, ~~include~~the aCompany ~~combination~~has ofdeferred revenue and costs related to the ~~following:~~sales-type leases until the initial capital lease financing obligation was satisfied and/or title could be transferred.

~~• Access~~In arrangements that include multiple elements, including software licenses, maintenance and/or professional services, the Company evaluates each element in a multiple-element arrangement to ~~subject~~determine ~~matter~~whether ~~experts~~it asrepresents ~~needed~~a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered item has stand alone value and delivery of the undelivered element is probable and within our control. The Company determines the best estimate of selling price or ESP of each element in an arrangement based on a selling price hierarchy. The best ESP for a deliverable is based on its vendor specific objective evidence or VSOE, byif ~~telephone~~available, third party evidence TPE, if VSOE is not available, or ESP, if neither VSOE nor TPE is available. Total arrangement fees will be allocated to each element using the relative selling price method.

~~• Discounted~~Consulting ~~fees~~services ~~for~~revenue ~~Utilipoint~~is ~~events~~recognized as the services are rendered. Revenues generated from fixed price arrangements are recognized using the proportional performance method, measured principally by the total labor hours incurred as a percentage of estimated total labor hours. For fixed price contracts when the current estimates of total contract revenue and contract cost indicate a loss, the estimated loss is recognized in the period the loss becomes evident. Consulting services rendered under time and materials contracts are billed at a set hourly rate. Project related expenses are passed through at cost to clients. Revenue from time and materials contracts are recognized as billed (clients are billed monthly) unless the project has a major deliverable(s) associated with it, in which case the revenue is deferred until the major deliverable(s) is provided.

~~• Advertising space on the IssueAlert® e-publication~~35

~~• One~~Services revenue is recognized as the services are rendered. Project related expenses are passed through at cost to ~~three~~clients. ~~reports~~Revenue from time and~~/or~~ ~~whitepapers~~materials oncontracts ~~industry~~are ~~topics~~recognized as billed (clients are billed monthly) unless the project has a major deliverable(s) associated with it, in which case the revenue is deferred until the major deliverable(s) is provided.

~~• Briefings~~The Company also generates revenue from it Bundled Service Agreements (“BSA”) and its events and sponsorships, both of which are less than 5% of consolidated revenues. BSAs are packages of services that clients subscribe to, typically on ~~industry~~an ~~trends~~annual contract basis. The Company hosts events such as conferences. These events include revenues from sponsorships and ~~research~~registration ~~findings~~fees which are recognized in the month of the event.

~~BSAs~~Unbilled ~~also~~services ~~include~~are ~~annual~~recorded ~~memberships in the Advanced Metering Infrastructure and Meter Data Management (“AMI MDM”) forum and corporate contracts. The AMI MDM forum is designed~~ for ~~electric,~~consulting ~~water,~~services ~~and/or~~revenue ~~gas~~recognized ~~utilities,~~to ~~regulators,~~date ~~utility~~that ~~governing~~has ~~boards,~~not ~~independent~~yet ~~system~~been ~~operators~~billed ~~and consumer advocacy groups~~ to ~~come~~customers. ~~together~~In ~~and discuss meter data management successes~~general, ~~problems,~~amounts ~~issues,~~become ~~interfaces~~billable ~~and~~upon ~~best~~the ~~practices. Corporate~~achievement ~~contracts~~of ~~are~~contractual ~~characterized~~milestones byor anin ~~annual~~accordance ~~contract~~with ~~for~~predetermined apayment ~~pre-defined amount of market research hours~~schedules. ~~Clients~~ ofUnbilled ~~this~~services ~~service~~are ~~receive~~generally ~~access~~billable to ~~Utilipoint’s~~customers ~~directory~~within ~~and~~one ~~InfoGrid~~year ~~products.~~from ~~The primary service is~~ the ~~block~~respective ofbalance ~~hours purchased~~sheet date.

~~The~~Revenue ~~Company~~also ~~believes~~consists ~~that~~of ~~the~~monthly ~~substance~~fees offor ~~BSAs,~~data ascenter ~~pointed~~services ~~out~~and insolutions aincluding ~~recent~~managed ~~survey~~infrastructure ofand ~~its~~managed ~~clients,~~services ~~indicates~~and ~~that~~is included within “data center services and solutions” revenue in the ~~purchaser~~accompanying ~~pays~~consolidated ~~for~~statements aof ~~service~~operations. ~~that~~Revenue from managed infrastructure and managed services is ~~delivered~~billed and recognized over ~~time~~the term of the contract which is generally one to five years. As aInstallation ~~result,~~fees associated with managed infrastructure and managed services revenue ~~recognition~~is ~~occurs~~billed ~~over~~at the ~~subscription~~time ~~period,~~the orinstallation inservice is provided and recognized over the ~~case~~estimated term of ~~corporate~~the ~~contracts~~related ascontract ~~the~~or ~~hours~~customer relationship. Costs incurred related to installation are ~~utilized,~~capitalized ~~reflecting~~and amortized over the ~~pattern~~estimated term of ~~provision~~the ofrelated ~~service.~~contract or customer relationship

~~Time~~The Company’s deferred revenue consists of amounts received from or billed to clients in conjunction with maintenance contracts, time and ~~Materials~~material ~~Contracts~~and ~~(“T&M”)~~fixed price contracts for which revenue is recognized over time or upon completion of contract deliverables and for sales type leases in which the underlying equipment was procured using a capital lease financing that restricts the company from transferring title or ownership.

~~T&M~~Shipping ~~are~~and ~~services~~handling ~~billed~~costs atassociated awith ~~set~~the ~~hourly~~shipment ~~rate. Project~~of ~~related~~goods ~~expenses~~ are ~~passed~~recorded ~~through at cost to clients. Normally invoices occur on monthly basis. Utilipoint recognizes revenue~~ as ~~billed~~costs ~~unless~~of ~~the~~revenues ~~project has a major deliverable(s) associated with it,~~ in ~~which case~~ the ~~revenue~~consolidated isstatements ~~deferred~~of ~~until the major deliverable(s) is provided~~operations.

~~Events~~Long-lived ~~and Sponsorships~~Assets

~~The~~Property, ~~Company~~equipment ~~hosts~~and definite lived intangibles are reviewed for impairment whenever events ~~such~~or aschanges ~~conferences~~in circumstances indicate that the carrying amount of an asset may not be recoverable. ~~These~~ ~~events~~Recoverability ~~include~~of ~~revenues~~assets ~~from~~to ~~sponsorships~~be held and ~~registration~~used ~~fees~~is ~~which~~measured ~~are~~by ~~recognized~~a incomparison of the ~~month~~carrying amount of an asset to the ~~event~~estimated undiscounted future cash flows expected to be generated by the asset. ~~Revenues~~ ~~from~~If ~~sponsors~~the carrying amount of ~~the~~an ~~AMI~~asset ~~MDM~~exceeds ~~forum~~its ~~are~~estimated future cash flows, an impairment charge is recognized ~~over~~in the ~~annual~~amount ~~subscription~~by ~~period,~~which ~~reflecting~~the carrying amount of the ~~pattern~~asset exceeds the fair value of ~~provision~~the asset. Assets to be disposed of ~~service~~are reported at the lower of the carrying amount or fair value less costs to sell, and depreciation ceases.

The Company’s ~~deferred~~uses ~~revenue~~the ~~consists~~non-amortization ~~primarily~~approach ofto ~~amounts~~account ~~received~~for ~~from~~purchased orgoodwill ~~billed~~and tocertain ~~clients~~intangibles. inUnder ~~conjunction~~the ~~with~~non-amortization ~~BSAs~~approach, ~~T&M~~goodwill and ~~fixed~~certain ~~price~~intangibles ~~contracts~~are not amortized into results of operations, but instead are reviewed for impairment at least annually and written down and charged to operations only in the periods in which ~~revenue~~the isrecorded ~~recognized~~values ~~over~~of ~~time~~goodwill or ~~upon~~certain ~~completion~~intangibles exceed their fair value. The Company has elected to perform its annual impairment test as of ~~contract~~December 31 ~~deliverables~~of each calendar year. An interim goodwill impairment test would be performed if an event occurs or circumstances change between annual tests that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

~~Effects of inflation~~36

Business Combinations

The Company allocates the total cost of an acquisition to the underlying net assets based on their respective estimated fair values and recognize the identifiable assets acquired and liabilities assumed in accordance with business combination accounting standards. As part of the allocation process, we identify and attribute values and estimated useful lives to the intangible assets acquired. These determinations involve significant estimates and assumptions regarding multiple, highly subjective variables, including those with respect to future cash flows, discount rates, asset lives, and the use of different valuation models. We base our fair value estimates on assumptions we believe to be reasonable but are inherently uncertain. Depending on the purchase price of a particular acquisition as well as the mix of intangible assets acquired, our financial results could be materially impacted by the application of a different set of assumptions and estimates.

Recent Accounting Pronouncements

See recently adopted and issued accounting standards in Part III, Item 8. Financial Statements, Note 1 – Business and Summary of Accounting Policies.

Effects of Inflation

We generally have been able to price our contracts in a manner to accommodate the rates of inflation experienced in recent years, although we cannot be sure that we will be able to do so in the future.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

Not applicable.

Item 8. Financial Statements and Supplementary Data.

The financial statements are included herein commencing on page F-1.

3137

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer as appropriate, to allow timely decisions regarding required disclosure. During the quarter ended December 31, 2011 we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on that evaluation and failure to implement accounting controls at acquired businesses, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of the financial statements of the Company in accordance with U.S. generally accepted accounting principles, or GAAP. 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 or compliance with the policies or procedures may deteriorate.

With the participation of our principal executive officer and principal financial officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2011 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation and the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2011 based on the COSO framework criteria. Management has identified control deficiencies regarding the need for a stronger internal control environment. Management believes that these material weaknesses are primarily due to the need to continue integrating the Company’s recent acquisitions.

We intend to devote resources to remediate any deficiencies we have discovered and improve our internal control over financial reporting. Our management intends to develop a plan to correct the primary issues that led to this material weakness by implementing additional review and reconciliation procedures. We cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future.

These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.

In light of this material weakness, we performed additional analyses and procedures in order to conclude that our financial statements for the year ended December 31, 2011 included in this Annual Report on Form 10-K were fairly stated in accordance with GAAP. Accordingly, management believes that despite our material weaknesses, our financial statements for the year ended December 31, 2011 are fairly stated, in all material respects, in accordance with GAAP.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permanently exempts smaller reporting companies.

Changes in Internal Controls

During the fiscal quarter ended December 31, 2011, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

Item 9B. Other Information.

Effective April 15, 2012, Midas Medici entered into a Revolving Line of Credit Loan Agreement (“Loan Agreement”) with KLI and Quotidian Capital, LLC. (“Quotdian”). Pursuant to the terms of the Loan Agreement, each of KLI and Quotidian agreed to loan up to $2,000,000 to the Company, as may be requested from time to time by the Company. Interest accrues on the loan at the rate of 10% on the then outstanding amount. The loan matures on October 31, 2013. Nana Baffour, our CEO and Johnson Kachidza, our President are managing principals of KLI and Quotidian.

PART III

Item 10.Directors, Executive Officers and Corporate Governance.

The following table sets forth certain information regarding our executive officers, key employees and directors. Directors are elected annually and serve until the next annual meeting of shareholders or until their successors are elected and qualify. Officers are elected by our board of directors and their terms of office are at the discretion of our board.

Name	Age	Position
Nana Baffour	39	CEO, Chairman and CEO of Utilipoint and CIMCORP

Johnson M. Kachidza	45	CFO, President and Director

Robert F. McCarthy	48	Executive Vice President and President of Consonus

Frank Asante-Kissi	40	Vice-President and Chief Administrative Officer

Justin Beckett	48	Director

Hank Torbert	40	Director

Andre Brosseau	49	Director

Nana Baffour, CEO, Chairman and Director

Mr. Baffour was appointed to serve as our President and a Director in May 2009. On July 16, 2009, Mr. Baffour was appointed as our CEO and Co-Executive Chairman. Currently Mr. Baffour serves as our CEO and Chairman. Since 2004, Mr. Baffour has been a Managing Principal and Co-Founder of Knox Lawrence International, LLC (“KLI”) an energy services investment company that has completed over $600 million in acquisitions to date. KLI is a principal stockholder of the Company. He is currently Executive Chairman of Consonus Technologies, Inc., one of our wholly-owned technology subsidiaries which he co-founded in 2005 and grew from start-up to over $100 million in revenues. He has led acquisitions, integrations, and held operating roles including executive chairman, president, and CEO for different energy services companies during his tenure at KLI. Mr. Baffour currently serves as Board Member of Dearborn Mid-West Conveyor Co. and Utilipoint, one of our wholly-owned subsidiaries, as well as Chair of the Advisory Board of the University of Utah Opportunity Scholars Program. Mr. Baffour received his MBA from New York University’s Stern School of Business in 2001, a Master of Science in Economics from University of North Carolina at Charlotte in 1997 and a Bachelor of Arts Degree in Economics from Lawrence University in 1994. Mr. Baffour is a Chartered Financial Analyst.

Mr. Baffour’s experience in the financial sector, leadership skills and experience as Founder, Chairman and Chief Executive Officer of other companies, among other factors, led the Board to conclude that he should serve as a director.

Johnson M. Kachidza, Chief Financial Officer, President, Secretary and Director

Mr. Kachidza was appointed to serve as our Secretary and a Director in May 2009. On July 16, 2009, Mr. Kachidza was appointed as President and Co-Executive Chairman. Effective November 2, 2009, Mr. Kachidza was appointed as our Chief Financial Officer. Currently, Mr. Kachidza serves as our President and Chief Financial Officer. Since 2002, Mr. Kachidza has been a Managing Principal and Co-Founder of Knox Lawrence International, LLC (“KLI”), an energy services investment company that has completed over $600 million in acquisitions to date. KLI is a principal stockholder of the Company. Mr. Kachidza served as Executive Chairman of Dearborn Midwest Conveyor Co., Inc., a provider of pollution control systems to the power and automotive industries from May 2007 through January 2010. During his tenure at KLI, Mr. Kachidza co-founded our wholly-owned subsidiary, Consonus Technologies, Inc., in 2005 and has led acquisitions, integrations, and held operating positions, including Executive Chairman, President, and CEO for different energy services companies, including DMW Systems, Inc. Mr. Kachidza currently serves as a board member of our wholly-owned subsidiaries, Consonus and Utilipoint, as well as Transactis, Inc. He is also on the Board of Directors of Shared Interest, a non-profit organization focused on micro-lending. Mr. Kachidza received his MBA from University of Chicago Booth School of Business in 1997, a Master of Science in Materials Engineering from University of Illinois at Urbana-Champaign in 1991 and a Bachelor of Arts Degree in Chemistry from Knox College in 1989.

Mr. Kachidza’s financial and investment experience, and experience as Founder, Chairman and Chief Executive Officer of different energy services companies, among other factors, led the Board to conclude that he should serve as a director.

Robert F. McCarthy –Executive Vice-President

Robert F. McCarthy has served as the President of Consonus since June 2010 and as the Co-President of our wholly-owned subsidiary, Consonus, since October, 2009. Mr. McCarthy has served as the Executive Vice-President of Sales and Marketing of Consonus from May, 2008 through September 2009. He served as the President, CEO, and board member of Ring 9, Inc., a provider of voice over IP and business collaboration services, from 2006 to May 2008. From 2004 until 2006 he served as Vice President for the Florida and Caribbean markets for CA, Inc. (formerly Computer Associates), leading a sales organization serving enterprise business customers. Mr. McCarthy holds a bachelor’s degree in electrical engineering awarded in 1986, a masters in electrical engineering, awarded in 1987 as well as an MBA awarded in 1988, all from Cornell University. He has attended executive education programs at Stanford University.

Frank Asante-Kissi, Chief Administrative Officer

Mr. Asante-Kissi was appointed to serve as our Vice-President in May 2009. In July 2009 Mr. Asante-Kissi was appointed as Chief Administrative Officer. Since March 2008, Mr. Asante-Kissi has served as Chief Operating Officer and as a consultant since March 2003 of Knox Lawrence International, an energy services investment company that has completed over $600 million in acquisitions to date since March 2008. KLI is a principal stockholder of the Company. Mr. Asante-Kissi has over 10 years’ experience in business performance management, process improvement and operational efficiency. Mr. Asante-Kissi was Senior Business Analyst at Citigroup from January 2002 through March 2008. Mr. Asante-Kissi received his MBA from Rensselaer Polytechnic Institute’s Lally School of Management and Technology (RPI) and a Bachelor of Arts Degree in Mathematics and Computer Science from Lawrence University.

Justin Beckett – Director

Justin Beckett was appointed to our Board of Directors effective February 28, 2011. Mr. Beckett has served on the board of directors of our wholly-owned subsidiary, Consonus, since October 13, 2006. Mr. Beckett founded affinitytv247, Inc. (formerly Muse Media, Inc. and BTV247, Inc.) and since September 2008, serves as its Chairman and Chief Executive Officer. affinitytv247 is a digital media company that is focused on the aggregation and Internet distribution of internet based affinity programming. Mr. Beckett also founded Fluid Audio Networks, Inc., which provides an online digital music distribution system, and has served as Chief Executive Officer of Fluid Audio Networks, Inc. from 2004 to 2008. Mr. Beckett has over twenty years of entrepreneurial experience and has focused exclusively on developing Internet-based consumer product applications since 2000. Mr. Beckett has a Bachelor of Arts degree from Duke University awarded in 1985.

Mr. Beckett’s financial and investment experience, operating experience, experience on boards of directors and advisory boards of other companies, extensive relationships in business in general and as Founder of various entrepreneurial ventures, among other factors, led to the conclusion that he should serve as a director.

Hank Torbert

Hank Torbert was appointed to our Board of Directors effective February 28, 2011. Mr. Torbert has served on the board of directors of our wholly-owned subsidiary, Consonus, since April 2010. Mr. Torbert founded Avondale Ventures LLC in 2006 and has over 10 years of experience in private equity, advisory, investment banking, and the development of small and middle market media, technology and communications companies. From 2004 to 2006, Mr. Torbert served as Executive Vice President and Chief Operating Officer of Broadcast Capital, a media-focused private equity firm with a 25 year history. Currently, Mr. Torbert serves as a strategic advisor to several companies, including Tunaverse. He is an Advisory Board member of Celeritas Management and serves on the Board of Directors at Medstar Research Institute and Strive DC. He received a Bachelor of Arts degree from Columbia University in 1994, and an MBA and a Masters of International Affairs from Columbia University in 1999.

Mr. Torbert’s financial and investment experience, relationships in the finance and private equity area and related industry experience, among other factors, led to the conclusion that he should serve as a director.

Andre Brosseau

Andre Brosseau was appointed to our Board of Directors effective February 28, 2011. Mr. Brosseau has served on our board of directors since June, 2010. Mr. Brosseau is the CEO of Avenue Capital Markets Inc., a business bank based in Montreal, Canada. He was formerly President of Blackmont Capital from 2007 to 2010. For 21 years Mr. Brosseau was Managing Director, Head of Cash Equities and Co-Head of Global Cash Equities at CIBC World Markets. Mr. Brosseau is a director of Kangaroo Media Inc., a technology company based in Montreal, and a director of Production Enhancement Group, Inc., an oil well servicing company based in HoustonTexas. He is also the Co-chair of The Company Theatre, a not-for-profit organization located in Toronto. Mr. Brosseau holds a BS in Politics and Economics awarded in 1984 and an MS in Political Science awarded in 1986 from the Université de Montréal.

Mr. Brosseau’s extensive equity capital markets experience, financing relationships, experience on boards of directors and advisory boards of other companies, and related industry experience, among other factors, led to the conclusion that he should serve as a director.

Other Key Employees

Robert C. Bellemare, P.E. – Chief Operating Officer of Utilipoint

Robert Bellemare joined our wholly-owned subsidiary, Utilipoint, in 2002. With 20 years of experience in the utility business, Mr. Bellemare advises clients on asset valuation, financial modeling, strategic planning, public issues management, and pricing products and solutions. He previously worked for Fortune 500 utilities in a variety of capacities including managing director of energy services, director of market research, wholesale trading and operations, research and development, distribution engineering and power plant engineering. Mr. Bellemare was co-lead of the unregulated business merger integration team for the American Electric Power South West Corporation merger. Mr. Bellemare is frequently quoted in the press and makes public presentations on energy issues, with recent forums including CNBC, the World Energy Council, Energy Risk Mutual and industry regulators. Mr. Bellemare is a registered professional engineer and holds a M.S. in Electric Power Engineering from the Georgia Institute of Technology. Mr. Bellemare also holds a BSEE with Business minor from Kettering University.

Antonio Fonte – Executive Vice President of New Products – Cimcorp

Mr. Fonte is currently responsible for technological, commercial and strategic departments, and the general management of Cimcorp USA, LLC, a majority-held subsidiary of Cimcorp., which deals with the international logistics and imports of the company between the United States. Mr. Fonte has 23 years of experience at IBM Brazil, where he held positions in systems analysis, sales, business development and strategic planning. Mr. Fonte received his BA from Federal University of Ceara in Brazil.

Rogerio Diaz – Executive Vice President of Sales – Cimcorp

Mr. Diaz is the VP of Sales for Cimcorp and is responsible for the technology and sales direction of the Brazilian office. Previously, Mr. Diaz held the post of regional director of Minas Gerais and Brasilia, regions that fostered growth of 45% and 16% respectively in recent years. He has been a member of Cimcorp. for over a dozen years, since 1998. Prior to that he worked at Itautec for 10 years. Mr. Diaz has received specialized technical training in electronics.

Mitch Lemon – Senior Vice President of Sales

Mr. Lemon is Senior Vice President of Sales, responsible for growing and maintaining customer and partner relationships. His background includes work with such notable companies that include Novell, Courion Corporation, Cimtec Automation, and Piedmont Technology Group/Forsythe Solutions Group. Mr. Lemons brings a wealth of partner knowledge and broad experience in high-growth, emerging, and turnaround environments and has earned a reputation for developing outstanding channel business partnerships, strategic business planning, and stellar customer relations. Mr. Lemons holds both a Bachelor of Arts in marketing and Bachelor of Science in information systems from Appalachian State University.

Board Independence

Justin Beckett, Hank Torbert and Andre Brosseau are “independent” as that term is defined under current listing standards of NASDAQ.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its shareholders to partially combine these roles. Mr. Baffour has served as our Chairman since July 2009. Due to the small size and early stage of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions partially combined.

Our Audit Committee is primarily responsible for overseeing our risk management processes on behalf of our board of directors. The Audit Committee receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. In addition, the Audit Committee reports regularly to the full Board of Directors, which also considers our risk profile. The Audit Committee and the full Board of Directors focus on the most significant risks facing our company and our company’s general risk management strategy, and also ensure that risks undertaken by our Company are consistent with the Board’s appetite for risk. While the Board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our Board leadership structure supports this approach.

Involvement in Certain Legal Proceedings

To our knowledge, during the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has been:

•	the subject of 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;

•	convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

•

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

•	found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

•

the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

•

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics to provide guiding principles to all of our employees, including our principal executive officer, principal financial officer and persons performing similar functions. Our Code of Business Conduct and Ethics does not cover every issue that may arise, but it sets out basic principles to guide our employees and provides that all of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. Any employee who violates our Code of Business Conduct and Ethics will be subject to disciplinary action, up to and including termination of his or her employment. Our Code of Ethics includes a Foreign Corrupt Practices Act (FCPA) related provisions regarding gifts, payment and amenities to government officials and other third parties business partners and provisions regarding protection of our assets (protection of both confidential and proprietary information and physical assets), privacy, health and safety provisions and other provisions. The Company will provide a copy of the Code of Business Conduct and Ethics to any person , without charge, upon request to Frank Asante-Kissi, Chief Administrative Officer, Midas Medici Group Holdings, Inc., 445 Park Avenue, 20th Floor, New York, NY 10022.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the Securities and Exchange Commission and with any exchange on which the Company's securities are traded. Officers, directors and persons owning more than ten percent of such securities are required by Commission regulation to file with the Commission and furnish the Company with copies of all reports required under Section 16(a) of the Exchange Act. To our knowledge, based solely upon our review of the copies of such reports furnished to us, during the fiscal year ended December 31, 2011, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.

Board of Directors Meetings and Attendance

We have no formal policy regarding director attendance at the annual meeting of stockholders. The Board of Directors held 12 meetings in 2011. All board members were present at the meetings.

Audit Committee Financial Expert

We have determined that Hank Torbert, Chairman of the Audit Committee, qualifies as an "audit committee financial expert" under the rules and regulations of the SEC.

Board Committees

Our Board of Directors has also established a Governance and Nominating Committee and a Compensation Committee. Mr. Torbert is the Chairman of the Audit Committee, and Mr. Brosseau is a member. Mr. Brosseau is the Chairman of the Governance and Nominating Committee, and Messrs. Torbert and Beckett are members. Mr. Beckett is the Chairman of the Compensation Committee, and Messrs. Brosseau and Torbert are members. Each member of our committees is “independent” as such term is defined under and required by the federal securities laws and the rules of the NYSE AMEX.

Audit Committee

The Audit Committee’s duties are to recommend to our Board the engagement of independent auditors to audit our financial statements and to review our accounting and auditing principles. The Audit Committee reviews the scope, timing and fees for the annual audit and the results of audit examinations performed by independent public accountants, including their recommendations to improve the system of accounting and internal controls. The Audit Committee oversees the independent auditors, including their independence and objectivity. However, the committee members are not acting as professional accountants or auditors, and their functions are not intended to duplicate or substitute for the activities of management and the independent auditors. The Audit Committee is empowered to retain independent legal counsel and other advisors as it deems necessary or appropriate to assist the Audit Committee in fulfilling its responsibilities, and to approve the fees and other retention terms of the advisors. Each of our Audit Committee members possesses an understanding of financial statements and generally accepted accounting principles.

Compensation Committee

The Compensation Committee has certain duties and powers as described in its charter, including but not limited to periodically reviewing and approving our salary and benefits policies, compensation of executive officers, administering our stock option plans, and recommending and approving grants of stock options under such plans.

Nominating Committee

The Nominating Committee considers and makes recommendations on matters related to the practices, policies and procedures of the Board and takes a leadership role in shaping our corporate governance. As part of its duties, the Nominating Committee assesses the size, structure and composition of the Board and its committees, coordinates evaluation of Board performance and reviews Board compensation. The Nominating Committee also acts as a screening and nominating committee for candidates considered for election to the Board.

Changes in Nominating Procedures

None.

Item 11. Executive Compensation

Summary compensation table

The table below sets forth, for the last two fiscal years, the compensation earned by each person acting as our Principal Executive Officer, Principal Financial Officer and our other most highly compensated executive officers whose total annual compensation exceeded $100,000 (together, the “Named Executive Officers”).

Name and Principal	Year	Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Compensation Earnings		All Other Compensation			Total
Position		($)		($)		($)(1)		($)(2)		($)		($)		($)			($)
Nana Baffour	2011		270,128		75,100		240		276,000		-		-		18,540	a,b		640,008
CEO and Chairman (3)	2010		159,737		-		-		-		-		-		-			159,737
																		-
Johnson Kachidza	2011		235,531		55,100		240		207,000		-		-		15,264	b		513,135
President and CFO	2010		159,737		-		-		-		-		-		-			159,737
																		-
Robert McCarthy	2011		195,833		168,842		240		125,500		-		-		23,347	a,b		513,762
President (4)	2010		-		-		-		-		-		-		-			-
																		-
Frank Asante-Kissi	2011		136,041		27,600		240		100,400		-		-		11,841	b,c		276,122
Chief Administrative Officer	2010		69,779		-		-		-		-		-		-			69,779

(1) On September 2, 2011, the Company’s Board of Directors approved the grant of 100 shares to each of its employees. The shares were issued pursuant to the Company’s 2009 Incentive Stock Plan and contain no vesting restrictions.

(2) In connection with the Company’s acquisition of a majority interest in Cimcorp, each of Messrs. Baffour, Kachidza, McCarthy and Asante-Kissi received options under the Company’s 2011 Incentive Stock Plan to purchase shares of common stock. The options granted to Messrs. Baffour and Kachidza have an exercise price of $2.76 while the options granted to Messrs. McCarthy and Asante-Kissi have an exercise price of $2.51. All of the options vested on September 20, 2011 and are for a term of five years.

(3)Effective May 23, 2011, Mr. Baffour's title changed to CEO and Chairman. Previously, Mr. Baffour served as Co-Executive Chairman with Mr. Kachidza.

(4) Mr. McCarthy was appointed as President of Consonus Technologies, Inc., on June 28, 2010.

Table does not include $3.2 million paid in connection with the sale of our data center assets. See Certain Relationships and Related Transactions in Note 17.

All Other Compensation Codes:

a - 401(k) employer contribution or match

b - car allowance

c - HSA employer contribution

Employment Agreements

Effective July 16, 2009, we entered into employment agreements with Nana Baffour and Johnson Kachidza, which agreements contain the same terms and provisions. The agreements provide for an initial term of five years which shall be automatically extended for successive one year periods unless terminated.

The employment agreements provide for an annual base salary of $125,000 which shall be increased to $200,000 upon the earlier of the first anniversary of the agreements or the date the Company publicly reports consolidated annual gross revenues of at least $10,000,000; increased to $250,000 upon the earlier to occur of the second anniversary of the agreements or the date the Company publicly reports consolidated annual gross revenues of at least $35,000,000 and increased to $350,000 on the earlier to occur of the third anniversary of the agreements or the date the Company publicly reports consolidated annual gross revenues of at least $100,000,000. In addition, the executives will each be entitled to an annual bonus targeted between 0% to 250% of the base salary during the first 3 years of the term of the Agreements and thereafter, at a target to be determined in good faith by the Company’s board of directors.

Effective September 20, 2011, we entered into an amendment to each of the employment agreements with Messrs., Baffour and Kachidza.

Pursuant to the amendment entered into with Mr. Baffour, the Company agreed to pay up to 30% of the bonus provided for under the employment agreement, in shares of common stock of the Company. The amendment also provided for a change in Mr. Baffour's title to Chairman and Chief Executive Officer.

Pursuant to the amendment entered into with Mr. Kachidza (the “Kachidza Amendment”), Mr. Kachidza’s Base Salary was amended to provide for an increase to $287,000 (instead of $350,000 as provided for in the employment agreement) upon the earlier to occur of the third anniversary of the agreement or the date the Company publicly reports gross revenues of at least $100,000,000. Pursuant to the Kachidza Amendment, the Company agreed to pay up to 30% of the bonus to Mr. Kachidza in shares of common stock of the Company. The Kachidza Amendment also provides for an amendment to Mr. Kachidza’s title to reflect that of President and Chief Financial Officer.

In the event of the executives’ death while employed by the Company, the agreements shall automatically terminate and any unvested equity compensation shall vest immediately and any vested warrants or equity compensation may be exercised on the earlier of the expiration or 18 months after the death. In the event of the executives' death or if the agreement is terminated due to a disability or for cause (as defined in the agreements), any unpaid compensation, prorata bonus or bonus options earned and any amounts owed to the executives shall be paid by us. In addition, if the agreements are terminated due to the disability of the executive, any unvested equity compensation shall vest immediately and any vested warrants may be exercised on the earlier of the warrant’s expiration or 18 months after such termination. In the event the executive’s employment is terminated without cause, the executives shall be entitled to receive, in a lump sum payment, the base salary, the maximum bonus and options that would have been paid to the executives if the agreements had not been terminated or for 12 months, whichever is greater. In addition, any unpaid compensation, pro rata bonus or bonus options earned and any amounts owed to the executives shall be paid by us and any unvested equity compensation shall vest immediately and any vested warrants may be exercised on the earlier of the warrant’s expiration or 18 months after the termination. In the event of the executives’ resignation without good reason (as defined in the agreement), or retirement, the executives shall be entitled to receive any unpaid compensation, pro rata bonus or bonus options earned and any amounts owed to the executives.

Outstanding Equity Awards at Fiscal Year-End Table.

The following table sets forth information with respect to grants of options to purchase our common stock to the named executive officers at December 31, 2011.

Option Awards								Stock Awards
Name	Number of		Equity		Option		Option	Number of		Market Value of		Equity		Equity
	Securities		Incentive		Exercise		Expiration	Shares or Units		Shares or Units		Incentive		Incentive
	Underlying		Plan Awards:		Price ($)		Date	of Stock That		of Stock That		Plan Awards:		Plan Awards:
	Unexercised		Number of					Have Not		Have Not		Number of		Market or
	Options (#)		Securities					Vested (#)		Vested ($)		Unearned		Payout
			Underlying									Shares,		Value of
			Unexercised									Units or		Unearned
			Unearned									Other Rights		Shares, Units or
			Options (#)									That Have		Other
												Not		Rights
												Vested (#)		That Have
														Not
														Vested ($)
Nana Baffour		100,000		-	$	2.31	7/27/2014		-	$	-		-	$	-
		100,000		-	$	2.76	9/19/2016		-	$	-		-	$	-
Johnson Kachidza		75,000		-	$	2.76	9/19/2016		-	$	-		-	$	-
		100,000		-	$	2.31	7/27/2014		-	$	-		-	$	-
Robert McCarthy		50,000		-	$	2.51	9/19/2016		-	$	-		-	$	-
Frank Asante-Kissi		40,000		-	$	2.51	9/19/2016		-	$	-		-	$	-
		20,000		-	$	2.10	7/27/2014		-	$	-		-	$	-

Director Compensation

The following table sets forth with respect to the named directors, compensation information inclusive of equity awards and payments made for the fiscal year ended December 31, 2011 in the director's capacity as director.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation ($)		Total ($)
Nana Baffour		-		-		-		-		-		-		-
Johnson Kachidza		-		-		-		-		-		-		-
Justin Beckett (1,2)		41,250		-		-		-		-		-		41,250
Andre Brosseau (1,3)		91,250		-		-		-		-		-		91,250
Hank Torbert (1,4)		43,500		-		-		-		-		-		43,500

(1)	Messrs, Beckett, Brosseau and Torbert were appointed as Directors in February 2011.

(2)	Mr. Beckett’s compensation comprises of an annual retainer and a fee for being compensation and governance committee chair,

(3)	Mr. Brosseau’s compensation comprises of an annual retainer and a fee for being finance committee chair.

(4)	Mr. Torbert’s compensation comprises of an annual retainer and a fee for being audit committee chair,

In May 2011, upon the recommendation of the Compensation Committee, our Board of directors approved the payment of the following compensation to our independent directors: (1) an annual retainer of $50,000; (2) a fee of $8,000 to the audit committee chair and a fee of $5,000 to the compensation and governance committee chair; (3) a $51,000 annual restricted stock award.

All directors are reimbursed for their reasonable out-of-pocket expenses incurred in connection with their duties to us.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding the beneficial ownership of our common stock as of the date of this annual report, by: (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;(ii) each of our officers and directors; and (iii) all our officers and directors as a group.

Based on information available to us, all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them, unless otherwise indicated. Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. In computing the number of shares beneficially owned by a person or a group and the percentage ownership of that person or group, shares of our common stock subject to options or warrants currently exercisable or exercisable within 60 days after the date of this annual report are deemed outstanding, but are not deemed outstanding for the purpose of computing the percentage of ownership of any other person. The following table is based on 10,282,532 shares of common stock outstanding as of the date of this annual report.

Unless otherwise indicated, the address of each individual named below is the address of our executive offices in New York, New York.

			Shares Beneficially Owned
Name of Beneficial Owner			Number		Percentage
Cairene Investments, Ltd	(1	)		648,511		6.30	%
Truvue Properties, Ltd	(2	)		648,511		6.30	%
Nana Baffour	(3	)		5,032,159		47.90	%
Johnson M. Kachidza	(4	)		5,007,159		47.80	%
Frank Asante-Kissi	(5	)		140,405		1.40	%
Justin Beckett	(6	)		122,935		1.20	%
Hank Torbet				24,306		*
Andre Brosseau				68,731		*
Bob McCarthy	(7	)		70,545		*
UTP International, LLC	(8	)		820,922		8.00	%
Quotidian Capital, LLC	(9	)		715,747		7.00	%
Knox Lawrence International, LLC				2,708,941		26.30	%

All directors and executive officers as a group (7 persons)				5,960,711		55.2	%
* Less than 1%

(1)	Any two of Tadeu Vani Fucci, Antonio Jose Sales Fonte, and Ioco Saho Saukas, have the power to vote and dispose of the shares held by Cairene Investments, Ltd.
(2)	Antonio Jose Sales Fonte holds the power to vote and dispose of the shares held by Truvue Properties, Ltd.
(3)	Includes 326,531 shares and 200,000 shares underlying presently exercisable options held by Mr. Baffour. Also includes the following securities over which Mr. Baffour shares voting and dispositive power with Mr. Kachidza (a) 2,708,941 shares held by Knox Lawrence International, LLC, (b) 820,922 shares held by UTP International, LLC, (c) 99,750 shares held by MMC, Cap I SOF, (d) 133,000 shares held by MMC, LLC, (e) 715,747 held by Quotidian Capital, LLC, and (f) 27,168 shares underlying a presently exercisable option held by KLI IP Holding, Inc.
(4)	Includes 326,531 shares and 175,000 shares underlying presently exercisable options held by Mr. Kachidza. Also includes the following securities over which Mr. Kachidza shares voting and dispositive power with Mr. Baffour (a) 2,708,941 shares held by Knox Lawrence International, LLC, (b) 820,922 shares held by UTP International, LLC, (c) 99,750 shares held by MMC, Cap I SOF, (d) 133,000 shares held by MMC, LLC, (e) 715,747 held by Quotidian Capital, LLC, and (f) 27,168 shares underlying a presently exercisable option held by KLI IP Holding, Inc.
(5)	Includes 60,000 shares underlying presently exercisable options held by Mr. Asante-Kissi
(6)	Includes 62,985 shares held by Mr. Beckett's spouse. Mr. Beckett holds the power to vote and dispose of the shares of his spouse.
(7)	Includes 9,891 restricted shares and 50,000 shares underlying presently exercisable options held by Mr. McCarthy.
(8)	Mr. Baffour, our CEO and Mr. Kachidza, our President and CFO, hold the power to vote and dispose of the shares of UTP International, LLC.
(9)	Mr. Baffour, our CEO and Mr. Kachidza, our President and CFO, hold the power to vote and dispose of the shares of Quotidian Capital, LLC

Item 13. Certain Relationships And Related Transactions, and Director Independence

Certain Relationships and Related Transactions

KLI Services

Consonus recognized expenses for services provided by KLI for the years ended December 31, 2011 and 2010 of approximately $0 and $390,000, respectively.

Sale of Utah Data Center

In August 2010, and in connection with the sale of the Utah data center assets, Consonus entered into an agreement with KLI to terminate the annual management fee if the sale of the Utah data center assets was completed. In exchange for terminating the management fee, KLI received $250,000 in August 2010 and $500,000 in October 2010 upon completion of the Utah data center asset sale. Due to the payments and cancellation of the management fee being contingent upon the completion of the Utah data center assets, these amounts have been charged against the gain on sale in discontinued operations.

On October 1, 2010, certain related parties, officers and employee, received approximately $3.2 million in transaction incentive compensation for executing on the CAC asset sale.

On October 28, 2010, KLI and its affiliates, a principal stockholder of the Company, received a consent fee payment in the amount of $750,000 and a warrant to purchase 381,514 shares of Consonus common stock, valued at approximately $1.1 million, in exchange for KLI’s approval of the contribution of capital of Consonus into STI for the purpose of paying settlement amounts to Avnet and the vendor notes. The $750,000 cash payment and approximately $1.1 million for the warrant is reflected as an expense offsetting the gain on extinguishment of debt in the consolidated statement of operations for the year ended December 31, 2010. The warrant value of $2.81 per share was determined by applying the Black-Scholes Model using the stock price as determined by the Company, the exercise price of $.000173, and risk-free interest rate of .13%. The warrant was exercised on October 28, 2010.

KLI Settlement Agreement

On April 4, 2011, the Company entered into a Settlement Agreement and Release with KLI, pursuant to which all outstanding notes and outstanding amounts owed to KLI by the Company and certain of its subsidiaries were aggregated and repaid as follows: (a) $490,000 was paid in cash, (b) 331,825 shares were issued to KLI as partial payment and (c) a promissory note in the amount of $370,102 payable over a 36 month period at an interest rate of 6% per annum was issued to KLI.

Subordinated Note and Common Stock private placement

On July 29, 2011, the Company entered into a Securities Purchase Agreement for the sale of an aggregate of up to $4,500,000 in subordinated secured promissory notes and 1,500,000 shares of common stock of the Company. Each purchaser received 33,333 shares for each $100,000 promissory note purchased. KLI and Quotidian Capital, LLC, entities of which Nana Baffour, the Company’s CEO, and Johnson Kachidza, the Company’s CFO, are each managing principals purchased $1,525,000 in promissory notes in this transaction and subscribed for 508,333 shares of the Company’s common stock in connection with the purchase of the promissory notes

Payments to Former Shareholders

In connection with the acquisition of CIMCORP in August 2011, two former shareholders entered into consulting agreements with the Company. Accordingly, the Company expensed $602 in 2011 associated with these amounts.

Revolving Line of Credit

Effective April 15, 2012, Midas Medici entered into a Revolving Line of Credit Loan Agreement (“Loan Agreement”) with KLI and Quotidian Pursuant to the terms of the Loan Agreement, each of KLI and Quotidian agreed to loan up to $2,000,000 to the Company, as may be requested from time to time by the Company. Interest accrues on the loan at the rate of 10% on the then outstanding amount. The loan matures on October 31, 2013. Nana Baffour, our CEO and Johnson Kachidza, our President are managing principals of KLI and Quotidian.

Director Independence

Justin Beckett, Hank Torbert and Andre Brosseau are “independent” as that term is defined under current listing standards of NASDAQ

Item 14. Principal Accounting Fees and Services.

The following table sets forth the fees that the Company accrued or paid to J.H. Cohn LLP during our fiscal years ended December 31, 2011 and 2010:

	2011		2010
Audit Fees(1)	$	342,624	$	511,985
Tax Fees(2)		-		-
All Other Fees		-		-
Total	$	342,624	$	511,985

	(1)	Audit fees relate to professional services rendered for the audit and reviews of our financial statements.
	(2)	Fees for professional services rendered for tax compliance, tax advice, and tax planning.

Pre-Approval Policies and Procedures

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent auditors. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit and tax fees paid to the auditors with respect to fiscal year 2011 were pre-approved by the entire Board of Directors.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

The following documents are filed as a part of this report or incorporated herein by reference:

(1) Our Financial Statements are listed on page F-1 of this Annual Report.

(2) Financial Statement Schedules:

None.

(3) Exhibits:

The following documents are included as exhibits to this Annual Report:

2.1	Agreement of Merger and Plan of Reorganization, dated as of August 10, by and among Midas Medici Group Holdings, Inc., Utilipoint Acquisition Corp. and Utilipoint International, Inc. (Incorporated by reference to the Registrant’s Form 8-K filed on August 14, 2009).
2.2	Agreement of Merger and Plan of Reorganization, dated as of April 30, 2010, by and among Midas Medici Group Holdings, Inc., MMGH Acquisition, Inc. and Consonus Technologies, Inc. (Incorporated by reference to the Registrant’s registration statement on Form S-4 filed on May 3, 2010)
2.3	Amendment and Waiver No.1 to the Agreement and Plan of Merger dated as of October 28, 2010 between Midas Medici Group Holdings, Inc., MMGH Acquisition, Inc. and Consonus Technologies, Inc. (Incorporated by reference to the Registrant’s Form 8-K filed on November 3, 2010)
2.3	Certificate of Merger dated February 25, 2011, filed with the Secretary of State February 28, 2011 (Incorporated by reference to the Registrant’s Form 8-K filed on March 4, 2011)
3.1	Articles of Incorporation (Incorporated by reference to Exhibit 3.1 on Form 10SB filed May 2, 2007).
3.2	Certificate of Ownership of Mondo Acquisition I, Inc. and Midas Medici Group Holdings, Inc. (Incorporated by reference to the Registrant’s Form 8-K filed on May 27, 2009)
3.3	Bylaws (Incorporated by reference to the Registrant’s Form S-1/A filed on September 30, 2009).
4.1	Form of Underwriter’s Purchase Warrant (Incorporated by reference to the Registrant’s Form S-1/A filed on February 4, 2010).
10.1	Stock Option Plan (Incorporated by reference to the Registrant’s Form 8-K filed on July 31, 2009).
10.2	Employment Agreement between Midas Medici Group Holdings, Inc. and Nana Baffour dated as of July 16, 2009 (Incorporated by reference to the Registrant’s Form 8-K filed on July 22, 2009).
10.3	Employment Agreement between Midas Medici Group Holdings, Inc. and Johnson Kachidza dated as of July 16, 2009 (Incorporated by reference to the Registrant’s Form 8-K filed on July 22, 2009).
10.4	Stock Purchase Agreement dated May 15, 2009, among Mondo Acquisition I, Inc., Mondo Management Corp., and Midas Medici Group, Inc. (Incorporated by reference to the Registrant’s Form 8-k filed on May 21, 2009)
10.5	Capital Commitment Agreement between Utilipoint International, Inc. and The Intelligent Project, LLC dated as of July 1, 2009 (Incorporated by reference to the Registrant’s Form S-1/A filed on September 30, 2009).
10.6	Agreement to be bound to the Limited Liability Company Agreement between of The Intelligent Project, LLC dated as of July 1, 2009 (Incorporated by reference to the Registrant’s Form S-1/A filed on September 30, 2009).
10.7	Limited Liability Company Agreement of The Intelligent Project, LLC dated as of May 22, 2009. (Incorporated by reference to the Registrant’s Form S-1/A filed on November 3, 2009).
10.8	Consulting Agreement between Utilipoint International, Inc. and KLI IP Holding, Inc. dated as of July 1, 2009 (Incorporated by reference to the Registrant’s Form S-1/A filed on September 30, 2009).
10.9	Management Services Agreement between Utilipoint International, Inc. and The Intelligent Project, LLC dated as of July 1, 2009 (Incorporated by reference to the Registrant’s Form S-1/A filed on September 30, 2009).
10.10	Stock Subscription Agreement executed by Knox Lawrence International, LLC dated as of July 1, 2009 (Incorporated by reference to the Registrant’s Form S-1/A filed on September 30, 2009).
10.11	Revolving Senior Subordinated Note dated as of July 1, 2009 (Incorporated by reference to the Registrant’s Form S-1/A filed on September 30, 2009).
10.12	Form of Subscription Agreement for sales of common stock on July 17, July 31, and August 14, 2009 (Incorporated by reference to the Registrant’s Form S-1/A filed on September 30, 2009).
10.13	Form of Return to Treasury Agreement executed by Nana Baffour, Johnson Kachidza, Frank Asante-Kissi and B.N. Bahadur effective June 29, 2009 (Incorporated by reference to the Registrant’s Form 8-K filed on July 31, 2009)
10.14	Reimbursement Agreement between Midas Medici Group Holdings, Inc. and Knox Lawrence International LLC dated as of August 7, 2009 (Incorporated by reference to the Registrant’s Form S-1/A filed on September 30, 2009).
10.15	Management Agreement between Utilipoint International, Inc. and Knox Lawrence International LLC dated as of July 23, 2007(Incorporated by reference to the Registrant’s Form S-1/A filed on September 30, 2009).

10.16	Senior Subordinated Debenture issued by Utilipoint International, Inc. to Knox Lawrence International LLC dated as of January 15, 2009 (Incorporated by reference to the Registrant’s Form S-1/A filed on September 30, 2009).
10.17	Senior Subordinated Debenture issued by Utilipoint International, Inc. to Knox Lawrence International LLC dated as of December 31, 2008 (Incorporated by reference to the Registrant’s Form S-1/A filed on September 30, 2009).
10.18	Lease for Utilipoint’s corporate offices in Albuquerque, New Mexico (Incorporated by reference to the Registrant’s Form S-1/A filed on September 30, 2009).
10.19	Lease for Utilipoint’s corporate offices in Tulsa, Oklahoma (Incorporated by reference to the Registrant’s Form S-1/A filed on November 3, 2009).
10.20	Lease for Utilipoint’s corporate offices in Sugar Land, Texas (Incorporated by reference to the Registrant’s Form S-1/A filed on November 3, 2009).
10.21	Lease for Utilipoint’s corporate offices in Brno, Czech Republic 2009 (Incorporated by reference to the Registrant’s Form S-1/A filed on February 10, 2010).
10.22	Revolving Loan Agreement among Midas Medici Group Holdings, UtiliPoint International, Inc. and Proficio Bank (Incorporated by reference to the Registrant’s Form S-1/A filed on November 25, 2009)
10.23	Form of Secured Revolving Promissory Note (Incorporated by reference to the Registrant’s Form 8-K filed on October 20, 2009) (Incorporated by reference to the Registrant’s Form S-1/A filed on November 25, 2009) (Incorporated by reference to the Registrant’s Form S-1/A filed on November 25, 2009)
10.24	Security Agreement among Midas Medici Group Holdings, Inc., UtiliPoint International, Inc. and Proficio Bank. (Incorporated by reference to the Registrant’s Form 8-K filed on October 20, 2009)
10.25	Subordination and Standstill Agreement among, Bruce R. Robinson Trust under agreement dated March 27, 2006, Jon Brock, Robert C. Bellemare, and Knox Lawrence International, LLC (Incorporated by reference to the Registrant’s Form 8-K filed on October 20, 2009)
10.26	Comfort Letter by Knox Lawrence International, LLC (Incorporated by reference to the Registrant’s Form 8-K filed on October 20, 2009)
10.27	Letter Agreement between Forbes Magazine and Utilipoint International, Inc. dated as of October 2, 2009(Incorporated by reference to the Registrant’s Form S-1/A filed on November 3, 2009).
10.28	Amendment to Employment Agreement between Midas Medici Group Holdings, Inc. and Nana Baffour dated as of April 30, 2010. (Incorporated by reference to the Registrant’s Form 8-K filed on March 5, 2010)
10.29	Amendment to Employment Agreement between Midas Medici Group Holdings, Inc. and Johnson Kachidza dated as of April 30, 2010. (Incorporated by reference to the Registrant’s Form 8-K filed on March 5, 2010)
10.30	Distribution Agreement dated May 1, 2007 between Strategic Technologies, Inc. and Avnet, Inc. dba Avnet Technology Solutions (Incorporated by reference to the Form S-1/A filed by Consonus on August 9, 2007).
10.31	Solutions Provider Agreement between Strategic Technologies, Inc. and Symantec Corporation dated June 1, 2002 as amended on January 27, 2005(Incorporated by reference to the Form S-1/A filed by Consonus on August 9, 2007).
10.32	NetApp Reseller Authorization Agreement between NetApp, Inc and Strategic Technologies, effective as of October 6, 2010. (Incorporated by reference to the Registrant’s Form S-4/A filed on November 5, 2010).
10.33	Partner Network Full Use Distribution Agreement between Oracle America, Inc. and Strategic Technologies, Inc. dated as of April 30, 2010. (Incorporated by reference to the Registrant’s Form S-4/A filed on December 30, 2010).
10.34	Hardware Addendum to the Partner Network Full Use Distribution Agreement between Oracle America, Inc. and Strategic Technologies, Inc. dated as of October 18, 2010 (Incorporated by reference to the Registrant’s Form S-4/A filed on December 30, 2010).
10.35	Amendment and Waiver No.1 to the Agreement and Plan of Merger dated as of October 28, 2010 between Midas Medici Group Holdings, Inc., MMGH Acquisition, Inc. and Consonus Technologies, Inc. (Incorporated by reference to the Registrant’s Form 8-K filed on November 3, 2010)
10.36	Asset Purchase Agreement among Viawest, Inc. VW Acquisition Corp., Consonus Technologies, Inc. and Consonus Acquisition Corp. dated as of October 1, 2010. ((Incorporated by reference to the Registrant’s Form S-4/A filed on November 5, 2010). This exhibit is subject to a confidential treatment order)
10.37	Revolving Line of Credit Loan Agreement dated as of April 15, 2012 by and between Midas Medici Group Holdings, Inc, Knox Lawrence International, LLC and Quotidian Capital, LLC.*
14.1	Code of Ethics (Incorporated by reference to the Registrant’s Form S-1/A filed on September 30, 2009).
16.1	Letter from Russell Bedford International dated July 24, 2009 (Incorporated by reference to the Registrant’s Form 8-K/A filed on July 28, 2009).
21	Subsidiaries*
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934*
32.1	Certification of Chief Executive Officer pursuant to Section 1350*
32.2	Certification of Chief Financial Officer pursuant to Section 1350*

EX-101.INS	XBRL INSTANCE DOCUMENT*
EX-101.SCH	XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT*
EX-101.CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE*
EX-101.DEF	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE*
EX-101.LAB	XBRL TAXONOMY EXTENSION LABELS LINKBASE*
EX-101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE*

* Filed Herewith

SIGNATURES

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

	Midas Medici Group Holdings, Inc.

April 16, 2012	By:	/s/ Nana Baffour
		Nana Baffour
		Chief Executive Officer (Principal Executive Officer)


		/s/ Johnson Kachidza
		Johnson Kachidza
		Chief Financial Officer (Principal Financial and Accounting Officer)

Pursuant to the requirements of Section 13 or 15(d) 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.

/s/ Nana Baffour
Nana Baffour	CEO, Co-Executive Chairman (Principal Executive Officer) and Director	April 16, 2012

/s/ Johnson M. Kachidza
Johnson M. Kachidza	CFO, President, Co-Executive Chairman (Principal Financial and Accounting Officer) and Director	April 16, 2012

/s/ Justin Beckett
Justin Beckett	Director	April 16, 2012

/s/ Andre Brosseau
Andre Brosseau	Director	April 16, 2012

/s/ Hank Torbert
Hank Torbert	Director	April 16, 2012

- INDEX-

	Page
Financial Statements:
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2010 and 2009	F-3
Consolidated Balance Sheets as of December 31, 2011 and 2010	F-3
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2010 and 2009	F-4
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2011 and 2010	F-4
Consolidated Statements of Deficit for the years ended December 31, 2010 and 2009	F-5
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2011 and 2010	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2010 and 2009	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010	F-6
Notes to Consolidated Financial Statements	F-7 - F-2430

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Midas Medici Group Holdings, Inc.

We have audited the accompanying consolidated balance ~~sheet~~sheets of Midas Medici Group Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, ~~2010~~2011 and ~~2009~~2010, and the related consolidated statements of operations and comprehensive income (loss), ~~deficit~~stockholders’ equity and cash flows for the years then ended. ~~The~~These ~~Company's~~consolidated ~~management~~financial isstatements ~~responsible~~are ~~for~~the ~~these~~responsibility ~~financial~~of ~~statements~~the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Midas Medici Group Holdings, Inc. and Subsidiaries as of December 31, ~~2010~~2011 and ~~2009~~2010, and their results of operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ J.H. Cohn LLP

Roseland, New Jersey

April 4 16, ~~2011~~2012

F-2

Midas Medici Group Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets

As of December 31, ~~2010~~2011 and ~~2009~~2010

	2010			2009
ASSETS
Current assets:
Cash	$	13,914		$	64,093
Accounts receivable, net		80,832			300,394
Prepaid expenses and other current assets		16,720			9,650
Total current assets		111,466			374,137
Property and equipment, net		8,031			17,893
Other assets		1,763			2,697
Total assets	$	121,260		$	394,727
LIABILITIES AND DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	2,044,060		$	1,527,588
Revolving credit facility		7,180			171,804
Deferred revenue		62,864			149,372
Current portion of long-term debt		307,403			484,415
Current portion of capital lease obligations		7,549			11,899
Preferred stock dividends payable - stated		42,187			178,208
Total current liabilities		2,471,243			2,523,286
Long-term debt, less current portion		1,041,489			333,536
Capital lease obligations, less current portion		853			5,869
Total liabilities		3,513,585			2,862,691
Commitments and contingencies
Deficit:
Midas Medici Group Holdings, Inc. and Subsidiaries: Preferred stock, par value $0.001; 10,000,000 shares authorized; no shares issued as of December 31, 2010 and 2009		-			-
Common stock, $0.001 par value; 40,000,000 authorized; issued 3,011,516 and outstanding 2,586,516 Shares at December 31, 2010; issued 2,735,516 and outstanding 2,310,516 shares at December 31, 2009		3,012			2,736
Treasury stock, at cost; 425,000 shares at December 31, 2010 and 2009, respectively		(40	)		(40	)
Additional paid-in capital		1,549,226			(82,637	)
Accumulated deficit		(4,817,626	)		(2,309,048	)
Accumulated other comprehensive income		5,331			6,867
Total deficit of Midas Medici Group Holdings, Inc. and Subsidiaries		(3,260,097	)		(2,382,122	)
Non-controlling interest		(132,228	)		(85,842	)
Total deficit		(3,392,325	)		(2,467,964	)
Total liabilities and deficit	$	121,260		$	394,727

(In thousands except share amounts)


ASSETS	2011			2010
Current assets:
Cash and cash equivalents	$	1,461		$	5,030
Accounts receivable, net		28,374			11,139
Lease payments receivable, current		2,091			-
Lease payments receivable - Westcon		4,000			-
Inventories		3,413			-
Recoverable taxes, current		1,500			-
Deferred costs, current		13,044			9,298
Deferred tax assets, net		-			622
Prepaid expenses and other current assets		2,017			1,278
Total current assets		55,900			27,367

Property and equipment, net		6,317			5,474
Accounts receivable, long-term		70			-
Lease payments receivable, long-term		1,663			-
Lease payments receivable - Westcon, long-term		10,575			-
Recoverable taxes, long-term		5,131			-
Goodwill		25,839			3,765
Other intangible assets, net		14,619			9,022
Other assets		443			-
Deferred costs, net of current portion		1,446			860
Total assets	$	122,003		$	46,488

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	36,815		$	14,643
Accrued liabilities		12,571			5,042
Westcon capital lease, current		2,890			-
Capital leases, current		1,614			-
Current maturities of long-term debt		15,745			2,238
Current portion of deferred revenue		13,155			14,887
Deferred purchase price		4,791			-
Purchase price contingency		2,464			-
Total current liabilities		90,045			36,810

Long-term debt, net of current maturities		6,479			79
Westcon capital lease, net of current maturities		7,071			-
Capital leases, net of current maturities		1,560			-
Deferred revenue, net of current portion		2,761			1,290
Other long-term liabilities		7,955			-
Deferred tax liabilities		-			2,551
Total liabilities		115,871			40,730

Commitments and contingencies

Redeemable noncontrolling interest		2,267			-

Stockholders' Equity:
Preferred stock $0.001 par value, 10,000,000 shares authorized; no shares issued as of December 31, 2011 and 2010		-			-
Common stock $0.001 par value, 40,000,000 shares authorized; 9,894,374 and 4,808,167 shares issued and outstanding as of Decmember 31, 2011 and 2010, respectively		10			5
Additional paid-in capital		30,888			19,598
Accumulated deficit		(23,784	)		(13,809	)
Accumulated other comprehensive loss		(3,249	)		(36	)
Total stockholders' equity		3,865			5,758
Total liabilities and stockholders' equity	$	122,003		$	46,488

See the accompanying notes to consolidated financial statements.

F-3

Midas Medici Group Holdings, Inc. and Subsidiaries

~~Condensed~~ Consolidated Statements of Operations and Comprehensive Income (Loss)

Years Ended December 31, ~~2010~~2011 and ~~2009~~2010

	Years Ended December 31,
	2010			2009
Revenues	$	1,123,140		$	3,009,163
Cost of services		580,799			1,757,823
Gross margin		542,341			1,251,340
Operating expenses:
Selling, general and administrative		2,937,000			2,722,871
Depreciation and amortization		10,695			19,923
Total operating expenses		2,947,695			2,742,794
Operating loss		(2,405,354	)		(1,491,454	)
Other income (expense):
Interest income		2			4
Interest expense		(142,960	)		(89,638	)
Total other income (expense)		(142,958	)		(89,634	)
Loss before income taxes		(2,548,312	)		(1,581,088	)
Provision for income taxes		6,652			1,020
Net loss		(2,554,964	)		(1,582,108	)
Less: Net loss attributable to the non-controlling interest		46,386			85,842
Net loss attributable to Midas Medici Group Holdings, Inc. and Subsidiaries		(2,508,578	)		(1,496,266	)
Preferred stock dividends and dividend accretion
Preferred stock stated dividends		-			(109,958	)
Preferred stock dividend accretion		-			(203,109	)
Net loss applicable to Common Stockholders	$	(2,508,578	)	$	(1,809,333	)
Net loss per common share (basic and diluted)	$	(0.99	)	$	(1.40	)
Weighted average number of common shares (basic and diluted)		2,526,172			1,290,777
Comprehensive loss:
Net loss	$	(2,554,964	)	$	(1,582,108	)
Foreign currency translation gain (loss)		(1,536	)		9,629
Total comprehensive loss		(2,556,500	)		(1,572,479	)
Comprehensive loss attributable to the non-controlling interest		46,386			85,842
Comprehensive loss attributable to Midas Medici Group Holdings, Inc. and Subsidiaries	$	(2,510,114	)	$	(1,486,637	)

(In thousands except, share and per share amounts)


	Years Ended December 31,
	2011		2010
Revenues:
Data center services and solutions	$	36,819	$	30,700
IT infrastructure services		5,075		3,613
IT infrastructure solutions		47,796		17,313
Totals		89,690		51,626

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