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

FORM 10-Q

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

		For the quarterly period ended September 30, 2016

		OR

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

		For the transition period from ______________ to ________________

Commission file number: 000-51134

MMRGLOBAL, INC.

(Exact name of Registrant as Specified in Its Charter)

DELAWARE		33-0892797
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

4401 WILSHIRE BLVD., SUITE 200 LOS ANGELES, CA		90010
(Address of Principal Executive Offices)		(Zip Code)

(310) 476-7002

(Registrant's Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No 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 for such shorter period that the registrant was required to submit and post such files).

Yes x No o

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

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of November 21, 2016, the issuer had 252,370,616 shares of common stock outstanding.

TABLE OF CONTENTS

Page

Part I.

FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements - Unaudited

Condensed Consolidated Balance Sheets at September 30, 2016 (unaudited) and December 31, 2015 (audited)

Condensed Consolidated Statements of Operations - Three and Nine Months Ended September 30, 2016 and September 30, 2015 - (unaudited)

Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2016 and September 30, 2015 - (unaudited)

Notes to Condensed Consolidated Financial Statements - Unaudited

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Part II.

OTHER INFORMATION

Item 1.

Legal Proceedings

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

Signatures

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements - Unaudited
MMRGLOBAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

		September 30,		December 31,
		2016		2015
		(unaudited)		(audited)
ASSETS

Current assets:
Cash and cash equivalents	$	-	$	-
Accounts receivable, less allowances of $215,483 and $215,483 in 2016 and 2015, respectively		11,744		27,934
Prepaid expenses and other current assets		78,014		-
Total current assets		89,758		27,934

Property and equipment, net		8,346		19,071
Intangible assets, net		569,311		669,603
Total assets	$	667,415	$	716,608

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Line of credit, related party	$	1,715,646	$	1,002,428
Related party payables		1,920,332		1,385,901
Compensation payable		748,160		727,509
Severance liability		620,613		620,613
Accounts payable and accrued expenses		3,152,583		4,420,585
Convertible notes payable		323,749		323,749
Notes payable, current portion		382,238		369,413
Notes payable, related party		6,743		56,743
Capital leases payable, current portion		13,222		13,221
Total current liabilities		8,883,286		8,920,162
Notes payable, noncurrent		328,133		-
Total liabilities		9,211,419		8,920,162

Commitments and contingencies (See Note 9)

Stockholders' deficit:
Preferred stock - $0.001 par value, 5,000,000 shares authorized, 0 issued and outstanding.
Common stock, $0.001 par value, 1,250,000,000 shares authorized, 250,060,616 and 211,851,177 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively		1,099,569		1,059,050
Additional paid-in capital		58,938,322		57,687,270
Accumulated deficit		(68,581,895)		(66,949,874)
Total stockholders' deficit		(8,544,004)		(8,203,554)
Total liabilities and stockholders' deficit	$	667,415	$	716,608

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

MMRGLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2016		2015		2016		2015

Revenues	$	26,340	$	77,664	$	53,595	$	138,716
Cost of revenues		49,733		45,298		167,941		179,554
Gross profit (loss)		(23,393)		32,366		(114,346)		(40,838)
General and administrative expenses		297,500		383,147		1,288,472		1,331,644
Sales and marketing expenses		87,575		102,504		228,136		420,199
Loss from operations		(408,468)		(453,285)		(1,630,954)		(1,792,681)
Other income		27,799		8,914		191,900		60,750
Interest and other finance charges, net		(70,857)		(44,629)		(192,967)		(191,355)
Net loss	$	(451,526)	$	(489,000)	$	(1,632,021)	$	(1,923,286)


Net loss available to common shareholders per share:
Basic and diluted	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.01)

Weighted average common shares outstanding:
Basic		250,587,899		178,674,759		232,635,531		166,083,438
Diluted		250,587,899		178,674,759		232,635,531		166,083,438

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

MMRGLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

		Nine Months Ended September 30,
		2016		2015

Operating activities:
Net loss	$	(1,632,021)	$	(1,923,286)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		111,017		217,208
Gain on write-off of liabilities		(187,871)		-
Warrants issued for services		137,528		11,170
Stock-based compensation		16,188		16,759
Common stock issued for services		-		38,199
Amortization of loan discount		-		55,780
Subtotal - Non-cash adjustments		76,862		339,116
Effect of changes in:
Accounts receivable		16,190		(49,110)
Prepaid expenses and other current assets		88,782		114,744
Accounts payable and accrued expenses		422,057		258,667
Related party payables		534,432		519,315
Compensation payable		20,651		102,925
Deferred revenue		-		(11,050)
Subtotal - net change in operating assets & liabilities		1,082,112		935,491
Net cash used in operating activities		(473,047)		(648,679)

Investing activities:
Purchase of property and equipment		-		(1,252)
Payments for note receivable		(5,452)		-
Net cash used in investing activities		(5,452)		(1,252)

Financing activities:
Book overdraft		(34,483)		56,163
Proceeds from shares issued for financing activities		-		29,774
Proceeds from note payable		-		30,000
Payments of note payable		-		(30,000)
Proceeds on line of credit		512,982		254,601
Net cash provided by financing activities		478,499		340,538
Net increase (decrease) in cash		-		(309,393)
Cash, beginning of period		-		309,393
Cash, end of period	$	-	$	-

Supplemental disclosures of cash flow information:
Interest paid in cash	$	-	$	93,268
Income taxes paid in cash	$	-	$	1,675

Supplemental disclosure of non-cash investing and financing activities:
Conversion of convertible notes into common stock	S	-	S	100,800
Shares issued for reduction of payables	S	387,855	S	299,420
Warrants exercised through reduction of payables	$	750,000	$	-
Conversion of accounts payable to note payable	$	328,133	$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

MMRGLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2016

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

MMRGlobal Inc. (referred to herein, unless otherwise indicated, as "MMR," the "Company," the "issuer," "we," "us," and "our") was originally incorporated as Favrille, Inc. ("Favrille") in Delaware in 2000, and since its inception and before the Merger (as defined below), operated as a biopharmaceutical company focused on the development and commercialization of targeted immunotherapies for the treatment of cancer and other diseases of the immune system. In May 2008, Favrille's ongoing Phase 3 registration trial for the FavId vaccine failed to show a statistically significant improvement in the treatment of patients with follicular B-cell Non-Hodgkin's lymphoma. On January 27, 2009, the Company, through MyMedicalRecords, Inc. ("MMR Inc."), what is now our wholly-owned operating subsidiary, conducted a reverse merger with Favrille.

Through our wholly-owned operating subsidiary MMR Inc., the Company's primary business is to license and provide secure and easy-to-use online Personal Health Records ("PHR") and MyEsafeDepositBox storage solutions, including a professional offering to physicians' offices and similar organizations known as MMRPro. Starting in 2005, we began filing for patent protection for our PHR products and services, and we now have patents issued, pending, and applied for in numerous countries around the world. As a result, we have evolved from an operating business selling products to also licensing health information technology patents and other intellectual property. In January 2009, as a result of the Merger, we acquired biotech assets and other intellectual property including anti-CD20 antibodies as well as data and samples from the FavId/Specifid vaccine clinical trials for the treatment of B-cell Non-Hodgkin's lymphoma which the Company continues to work towards maximizing the value of those biotech assets including related biotech patents, anti-CD 20 antibodies, and FavId vaccine technologies acquired by MyMedicalRecords, Inc. through the merger with Favrille. We (formerly Favrille) were incorporated in Delaware in 2000, MMR Inc. was incorporated in Delaware in 2005, and both are headquartered in Los Angeles, CA.

Principles of Consolidation

The consolidated financial statements include the accounts of MMRGlobal, and its wholly-owned subsidiaries MMR and MMR Life Sciences Group, Inc. All intercompany transactions and balances are eliminated upon consolidation.

Basis of Presentation

We have prepared the accompanying consolidated unaudited financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial statements and with instructions to Form 10-Q pursuant to the rules and regulations of Securities and Exchange Act of 1934, as amended, or the Exchange Act and Article 8-03 of Regulation S-X promulgated under the Exchange Act. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, we have included all adjustments considered necessary (consisting of normal recurring adjustments) for a fair presentation. Operating results for the three and nine months ended September 30, 2016 are not indicative of the results that may be expected for the fiscal year ending December 31, 2016. You should read these unaudited condensed consolidated financial statements in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015.

Going Concern and Management's Plan

As of September 30, 2016, our current liabilities exceeded our current assets by $8.8 million. Furthermore, during the nine months ended September 30, 2016, we incurred losses of $1,632,021, as further explained in Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in Item 2 of Part I of this Quarterly Report on Form 10-Q.

At September 30, 2016 and December 31, 2015, we had $0 and $0, respectively, in cash and cash equivalents. Historically, we issued capital stock, sold debt and equity securities and received funds from The RHL Group, Inc. (a significant stockholder that is wholly-owned by our Chairman and Chief Executive Officer, Robert H. Lorsch) to operate our business. Although we received additional funding from The RHL Group pursuant to the Eleventh Amended and Restated Note effective June 6, 2016 (the "Line of Credit"), we will still be required to obtain additional financing in order to meet installment payment obligations and the previously existing obligations under the Line of Credit, which had a balance of $2,953,548 at September 30, 2016 and a total Unpaid Balance (as defined in the Line of Credit) of $3,203,548, which includes amounts borrowed under the Line of Credit, unpaid interest fees, any amounts guaranteed by The RHL Group, and other obligations due The RHL Group pursuant to the terms of the Eleventh Amended and Restated Note and the Security Agreement. As a result of the above, we express uncertainty about our ability to continue as a going concern. The components of the RHL Group Note payable and the related balance sheet presentation as of September 30, 2016 are as follows: $1,715,646, which is included in the Line of Credit, related party; and $1,237,902 related to other obligations due to The RHL Group which are included in related party payables.

Management's plan regarding this matter is to, amongst other things, continue to utilize our available Line of Credit with The RHL Group (see Note 3). As of September 30, 2016, under the original terms, we had approximately $1,296,452 remaining as available under The RHL Group Line of Credit, but we are now in default under the line of credit. Additionally, we plan to continue selling additional debt and equity securities, continue to settle our existing liabilities through issuance of equity securities, explore other debt financing arrangements, continue to increase our existing subscriber and affiliate customer base, sell MMRPro products, and continue efforts to license our intellectual property to obtain additional cash flow over the next twelve months. We cannot assure that funds from these sources will be available when needed or, if available, will be on terms favorable to us or to our stockholders. If we raise additional funds or settle liabilities by issuing equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock. If we are unable to utilize our available Line of Credit with The RHL Group or obtain suitable alternative debt or equity financing, our ability to execute our business plan and continue as a going concern may be adversely affected.

These matters raise substantial doubt about our ability to continue as a going concern. These financial statements were prepared under the assumption that we will continue as a going concern and do not include any adjustments that might result from the outcome of that uncertainty.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) MANAGEMENT'S USE OF ESTIMATES

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, allowances for doubtful accounts, the valuation of deferred income taxes, tax contingencies, long-lived and intangible assets, valuation of derivative liabilities and stock-based compensation. These estimates are based on historical experience and on various other factors that management believes to be reasonable under the circumstances, although actual results could differ from those estimates.

(b) CASH AND CASH EQUIVALENTS

We consider cash equivalents to be only those investments that are highly liquid, readily convertible to cash and with maturities of 90 days or less at the purchase date. We maintain our cash in bank deposit accounts that, at times, may exceed federally insured limits. We have not experienced any losses in such accounts and believe that we are not exposed to any significant credit or deposit risk on our cash. We had cash and cash equivalents of $0 and $0 as of September 30, 2016 and December 31, 2015, respectively.

(c) TRADE AND OTHER RECEIVABLES

Receivables represent claims against third parties that will be settled in cash. The carrying value of receivables, net of an allowance for doubtful accounts, if any, represents their estimated net realizable value. We estimate the allowance for doubtful accounts, if any, based on historical collection trends, type of customer, the age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, we give further consideration to the collectability of those balances and the allowance is adjusted accordingly. We write off past due receivable balances when collection efforts have been unsuccessful in collecting the amount due.

(d) FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC 820-10, Fair Value Measurements and Disclosures, requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of September 30, 2016 and December 31, 2015, the carrying value of accounts receivable, deposits, related party payables, compensation payable, severance liabilities, and accounts payable and accrued expenses approximates fair value due to the short-term nature of such instruments. The carrying value of short-term debt approximates fair value as the related interest rates approximate rates currently available to us.

We utilize ASC 820-10 for valuing financial assets and liabilities measured on a recurring basis. ASC 820-10 defines fair value, establishes a framework for measuring fair value and generally accepted accounting principles, and expands disclosures about fair value measurements. This standard applies in situations where other accounting pronouncements either permit or require fair value measurements. ASC 820-10 does not require any new fair value measurements.

Accounting guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The standard describes three levels of inputs that may be used to measure fair value:

	Level 1:	Quoted prices in active markets for identical or similar assets and liabilities.
	Level 2:	Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets and liabilities.
	Level 3:	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

(e) IMPAIRMENT OF LONG-LIVED ASSETS AND INTANGIBLES

We account for long-lived assets, which include property and equipment and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with ASC 350-30. ASC 350-30 requires that we review long-lived assets for impairment whenever events or changes in circumstances indicate that we may not recover the carrying amount of an asset. We measure recoverability by comparing the carrying amount of an asset to the expected future undiscounted net cash flows generated by the asset. If we determine that the asset may not be recoverable, or if the carrying amount of an asset exceeds its estimated future undiscounted cash flows, we recognize an impairment charge to the extent of the difference between the fair value and the asset's carrying amount. Our assessment of the undiscounted future cash flows indicated that the carrying amount of the long-lived and intangible assets are recoverable, therefore, we had no impairment charges during the nine months ended September 30, 2016 and 2015.

(f) REVENUE RECOGNITION

We generate our revenues from services, which are comprised of providing electronic access to consumer medical records and other vital documents, and from the licensing of our intellectual property and services. We recognize revenue only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and we are reasonably assured of collectability of the resulting receivable.

Our subscriber revenues consist of annual and monthly recurring retail subscriptions and usage-based fees, which are primarily paid in advance by credit card, and corporate accounts that are based on either an access-fee or actual number of users, and in each case billed in advance at the beginning of each month of service. We defer the portions of annual recurring subscription fees collected in advance and recognize them on a straight line basis over the subscription period. As part of our ongoing sales and marketing activities, we also offer sell a Personal Health Record Kit through retailers to the extent reasonably possible.

We license the rights to use portions of our intellectual property portfolio, which includes certain patent rights essential to the sale of certain PHR products. Licensees typically pay a license fee in one or more installments and ongoing royalties based on their sales of products incorporating or using the Company's licensed intellectual property. License fees are recognized over the estimated period of benefit to the licensee, typically five to fifteen years. The Company earns royalties on such licensed products sold by its licensees at the time that the licensees' sales occur. The Company recognizes royalty revenues based on royalties reported by licensees during the quarter and when other revenue recognition criteria are met.

We grant exclusive and non-exclusive licenses for the sale and marketing of our services in international territories in consideration of license fees and ongoing royalties. The royalty fee is usually a percentage of revenue earned by the licensee and there are usually certain minimum guarantees. We defer the recognition of license fee revenues received in advance from international licensees for the grant of the license and recognize them over the period covered by the agreement. We defer the recognition of minimum guaranteed royalty payments received in advance and recognize them over the period to which the royalty relates. We include all such revenues under "License Fees." In those cases where a license agreement contains multiple deliverables, we account for the agreement in accordance with ASC 605-25 - Revenue Recognition - Multiple-Element Arrangements.

We recognize revenue on sales of our MMRPro system in accordance with ASC 605-25, Revenue Recognition, Multiple-Element Arrangements.

Our multiple-deliverable arrangements consist solely of our MMRPro product. Deliverables within these arrangements include scanning equipment, various licenses to use third party software, a license to use our proprietary MMRPro application software, installation and training, dedicated telephone lines, secure online storage and warranties.

We determined all elements to be separate units of accounting as they have standalone value to the customers and/or they are sold by other vendors on a standalone basis. Delivery of the hardware and certain software elements of these arrangements occur at the inception of the agreement. We deliver installation and training at the inception of the agreement. We also provide software licenses, telephone lines and online secure storage over the three-year term of an MMRPro agreement. We include warranties in the arrangements, however the third party product manufacturer, and not us, is obligated to fulfill such warranties. The third-party warranty contracts are paid in advance and are not refundable.

We allocate the revenue derived from these arrangements among all the deliverables. We base such allocation on the relative selling price of each deliverable. With the exception of our proprietary MMRPro application software, we use third party evidence to set the selling prices used for this allocation. In all such cases, third parties sell the same or very similar products. For the MMRPro application software, we estimate the selling price based on recent discussions regarding licensure of that particular application on a standalone basis. To date, we have not licensed this software on a standalone basis.

We recognize the allocated revenue for each deliverable in accordance with SEC Staff Accounting Bulletin ("SAB") No. 104, Topic 13: Revenue Recognition. Under this guidance, we recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed and determinable and collectability is reasonably assured. This results in us recognizing revenue for the hardware, certain software and the warranties upon delivery to the customer, for the installation and training upon completion of these services, and ratably over the contract period for the software licenses, telephone lines and online secure storage.

Revenue from the licensing of our biotech assets may include non-refundable license and up-front fees, non- refundable milestone payments that are triggered upon achievement of a specific event, and future royalties or lump-sum payments on sales of related products. For agreements that provide for milestone payments, we adopted ASC 605-28-25, Revenue Recognition Milestone Method.

(g) SHARE-BASED COMPENSATION

We account for share-based compensation in accordance with ASC 718-20, Awards Classified as Equity. We apply ASC 718- 20 in accounting for stock-based awards issued to employees under the recognition of compensation expense related to the fair value of employee share-based awards, including stock options and restricted stock. Determining the fair value of options at the grant date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise, the associated volatility and the expected dividends. Judgment is required in estimating the amount of share-based awards expected to be forfeited prior to vesting. If actual forfeitures differ significantly from these estimates, share- based compensation expense could be materially impacted.

We account for options and warrants issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. We treat options and warrants issued to non-employees the same as those issued to employees with the exception of determination of the measurement date. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete. Options and warrants granted to consultants are valued at their respective measurement dates, and recognized as an expense based on the portion of the total consulting services provided during the applicable period. As further consulting services are provided in future periods, we will revalue the associated options and warrants and recognize additional expense based on their then current values.

We estimate the fair value of each stock option on the date of grant using the Black-Scholes option pricing model. We determine assumptions relative to volatility and anticipated forfeitures at the time of grant. No stock options were granted during the nine months ended September 30, 2016. We valued grants of stock options and warrants during the nine months ended September 30, 2016 using the following assumptions.

Expected life in years		2 - 5 Years
Stock price volatility		79%
Risk free interest rate		0.04 - 1.38%
Expected dividends		None
Forfeiture rate		0%

We base the assumptions used in the Black-Scholes models upon the following data: (1) our use of the contractual life of the underlying non-employee warrants as the expected life; the expected life of the employee options used in this calculation is the period of time the options are expected to be outstanding and has been determined based on historical exercise experience; (2) in the absence of an extensive public market for our shares, the expected stock price volatility of the underlying shares over the expected term of the option or warrant was taken at approximately the mid-point of the range for similar companies at the various grant dates; (3) we base the risk free interest rate on published U.S. Treasury Department interest rates for the expected terms of the underlying options or warrants; (4) we base expected dividends on historical dividend data and expected future dividend activity; and (5) we base the expected forfeiture rate on historical forfeiture activity and assumptions regarding future forfeitures based on the composition of current grantees.

(h) NET INCOME/LOSS PER SHARE

We apply the guidance of ASC 260-10, Earnings Per Share for calculating the basic and diluted loss per share. We calculate basic loss per share by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding. We compute diluted loss per share similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential shares had been issued and if the additional shares were dilutive. We exclude common equivalent shares from the computation of net loss per share if their effect is anti-dilutive.

We excluded all potential anti-dilutive common shares from the computation of diluted net loss per common share for the nine months ended September 30, 2016 and 2015 because they were anti-dilutive due to our net loss position. Stock options, warrants and convertible notes excluded from the computation totaled 43,208,730 shares for the nine months ended September 30, 2016 and 33,251,116 shares for the nine months ended September 30, 2015, respectively.

(i) RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. This new guidance is effective for annual and interim periods beginning after December 15, 2017, with no early adoption permitted. The standard permits the use of either the retrospective or cumulative effect transition method. At this time we have not selected a transition method. We are currently evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

In August 2014, the FABS issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"). ASU 2014-15 will explicitly require management to assess an entity's ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. These changes became effective for the Company for the 2016 annual period. The adoption of these changes did not have an impact on the consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. The adoption of this standard did not have an impact on the Company's Consolidated Financial Statements.

In April 2015, the FASB issued ASU No 2015-3, Simplifying the Presentation of Debt Issuance Costs. This update changes the presentation of debt issuance costs in the balance sheet. ASU 2015-03 requires debt issuance costs related to a recognized debt obligation to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than being presented as an asset. Amortization of debt issuance costs will continue to be reported as interest expense. In August 2015, the FASB issued ASU 2015-15, "Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements". This ASU clarified guidance in ASC 2015-03 stating that the SEC staff would not object to a company presenting debt issuance costs related to a line-of-credit arrangement on the balance sheet as a deferred asset, regardless of whether there were any outstanding borrowings at period-end. This update is effective for annual and interim periods beginning after December 15, 2015, which required us to adopt these provisions starting the first quarter of 2016. This guidance did not have a material impact to our financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in "Leases (Topic 840)" and generally requires all leases to be recognized in the consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. This ASU affects entities that issue share-based payment awards to their employees. The ASU is designed to simplify several aspects of accounting for share-based payment award transactions which include - the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and forfeiture rate calculations. ASU 2016-09 will become effective for the Company in the first quarter of fiscal 2018. Early adoption is permitted in any interim or annual period. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In April 2016, the FASB issued AS 2016-10, Revenue from Contracts with Customers (Topic 606), which amends certain aspects of the Board's new revenue standard, ASU 2014-09, Revenue from Contracts with Customers. The standard should be adopted concurrently with adoption of ASU 2014-09 which is effective for annual and interim periods beginning after December 15, 2017. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

(j) RECLASSIFICATIONS

Certain numbers in the prior year have been reclassified to conform to the current year's presentation.

NOTE 3 - RELATED PARTY PAYABLES, LINE OF CREDIT AND NOTE PAYABLE

On June 6, 2016, we and The RHL Group entered into an Eleventh Amended and Restated Promissory Note (the "Amended Note"), effective as of June 6, 2016. The Eleventh Note amends and restates that certain Tenth Amended Note entered into between the foregoing parties, effective May 20, 2015 (the " Existing Note") and together with its predecessor notes and the Amended Note, the ("Credit Facility"), by: (i) extending the maturity date to June 6, 2017. In connection with the Eleventh Amended Note, we issued The RHL Group warrants to purchase 2,777,714 shares of our common stock at $0.011 per share on June 6, 2016. Other than for the amounts as disclosed herein, The Eleventh Amended Note does not materially alter the terms of the previous Tenth Amended Note.

Historically, the predecessor notes have increased over time the maximum amount of credit available under the Credit Facility from $100,000 to $1,000,000 to $3,000,000 to $4,500,000. The maximum amount of the Amended Note is $4,500,000. The Amended Note continues to bear interest at the lesser of 10% or the highest rate then permitted by law, and is secured (similar to the Existing Note) by a Security Agreement, which has been in effect since July 31, 2007, as renewed and amended to date (the "Security Agreement").

The Eleventh Amended Note had a current balance of $2,953,548 at September 30, 2016. The components of the Eleventh Amended Note and the related balance sheet presentation as of September 30, 2016 are as follows: $1,715,646, which is included in the Line of Credit, related party; and $1,237,902 for other obligations due to The RHL Group, which is included in related party payables.

Total interest expense on the Line of Credit for the three months ended September 30, 2016 and 2015 amounted to $70,925 and $36,699, respectively. Total interest expense on the Line of Credit for the nine months ended September 30, 2016 and 2015 amounted to $200,237 and $102,433, respectively. The unpaid interest balances as of September 30, 2016 and December 31, 2015 were $321,737 and $60,257, respectively.

In conjunction with the Eleventh Amended Note, we were required to maintain certain financial covenants, including the requirement that we have at least $200,000 of cash in our bank accounts or such other amount as necessary to maintain operations through the subsequent thirty (30) days and timely pay any obligations due respecting payroll and all associated payroll taxes at any time during the term of the Note. As of November 21^st, the Company was not in compliance with certain of the financial covenants and The RHL Group has not waived any of the covenants.

NOTE 4 - INCOME TAXES

Under ASC 740-270, Income Taxes - Interim Reporting, we are required to adjust our effective tax rate each quarter to be consistent with the estimated annual effective tax rate. We are also required to record the tax impact of certain discrete items, unusual or infrequently occurring, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. In addition, we exclude jurisdictions with a projected loss for the year or a year-to-date loss where we cannot recognize a tax benefit from our estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections.

Pursuant to ASC 740, Income Taxes, we performed an analysis of previous tax filings and determined that there were no positions taken that it considered uncertain. Therefore, there were no unrecognized tax benefits as of September 30, 2016.

MMR Inc., in its capacity as the operating company taking over our income tax positions in addition to its own positions after January 27, 2009 (see Note 1), has estimated its annual effective tax rate to be zero. MMRGlobal has based this on an expectation that the combined entity will generate net operating losses in 2016, and it is not likely that those losses will be recovered using future taxable income. Therefore, no provision for income tax has been recorded as of and for the nine months ended September 30, 2016.

We account for income taxes in accordance with ASC 740-10, Income Taxes. We recognize deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. We record a valuation allowance related to a deferred tax asset when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

NOTE 5 - COMMITMENTS AND CONTINGENCIES
Leases

Effective September 1, 2013, we renewed our lease for office space in Los Angeles, California with a term through August 31, 2018. The lease currently requires a monthly payment of $8,250. Total rent expense for the nine months ended September 30, 2016 and 2015 were $79,335 and $86,854 respectively. Future minimum lease payments as of September 30, 2016, under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) are as follows:

Year Ending		Operating		Capital
December 31,		Leases		Leases

2016 (Remainder of)	$	24,750	$	13,222
2017		99,000		-
2018		66,000		-
Total minimum lease payments	$	189,750	$	13,222

Litigation Matters

From time to time, we are involved in various legal proceedings generally incidental to our business. While the result of any litigation contains an element of uncertainty, our management presently believes that the outcome of any known, pending or threatened legal proceeding or claim, individually or combined, will not have a material adverse effect on our financial statements.

On December 9, 2011, MyMedicalRecords, Inc. entered into a Non-Exclusive Settlement and Patent License Agreement with Surgery Center Management LLC ("SCM"). In consideration for the rights granted under that Agreement and in consideration of a settlement and release agreement, SCM contracted to pay MyMedicalRecords, Inc. an initial payment of $5 million payable on December 23, 2011, and additional payments of $5 million per year for five consecutive years. After unsuccessful attempts to collect the past due amount of $5 million, on January 19, 2012, MyMedicalRecords, Inc. filed a lawsuit in the Superior Court of the State of California for the County of Los Angeles for breach of contract. On February 13, 2014, SCM filed a cross-complaint alleging claims for breach of that contract, among other things, which SCM has amended twice. On September 29, 2016, the court granted a motion for summary judgment filed by Robert Lorsch, a cross-defendant. The case between MyMedicalRecords, Inc. and SCM began trial on November 1, 2016. MyMedicalRecords, Inc. will continue to pursue its claim and defenses, but the Company cannot predict the chances of either a favorable or unfavorable outcome, nor does the Company have sufficient information regarding its ability to collect any judgment MyMedicalRecords, Inc. may obtain against SCM.

On April 2, 2015, the Company and Stradling Yocca Carlson & Rauth, P.C. ("SYCR"), were notified of the determination of an arbitrator in regards to disputes over amounts of monies due SYCR regarding prior services rendered. SYCR and the Company had previously agreed to a non-binding arbitration of the matter. The Company received an award in favor of SYCR in the amount of $285,000 which the Company disputed, notwithstanding, that it represented a reduction of SYCR's original $571,000 claim or $286,000 in favor of the Company. On September 1, 2016, the Company settled with SYCR through the signing of an eighteen-month unsecured Promissory Note in the amount of $328,133.

Two separate MyMedicalRecords health IT patents were accepted by the Australia Patent Office in 2015 and subject to Opposition. On January 8, 2015, Australia Patent Application No. 2011307287, "Universal Patient Record Conversion Tool," was accepted by the Australia Patent Office. An opposition was filed on April 21, 2015 by The Crown in the Right of the Commonwealth of Australia (Department of Health). A second opposition was filed on April 22, 2015 by the Medical Software Industry Association, Inc. which aligned itself with the Crown. In the interim, a divisional application, Australia Patent Application No.2015201900, was filed on October 15, 2015. Rather than continue to bear the legal costs of defending these patents before the Governmental Department of Health, MMR determined it was in the Company's best interest to withdraw the patent and the divisional application and this action was officially acknowledged by the Australian Government on August 4, 2016, thereby ending any further opposition. Separately, Australia Patent Application No. 2013212253, "Mobile Platform for Personal Health Records," was also accepted by the Australia Patent Office after which oppositions were filed. Subsequently, the Company filed a request this quarter for withdrawal of the disputed application and also surrender of a related innovation patent No. 2015101556. The Australian Government acknowledged these actions on September 13, 2016 and we do not expect any further potential litigation in this matter.

MMR continues to maintain two previously issued Australia health IT patents under the title "Method and System for Providing Online Medical Records": Patent No. 2006202057 issued on May 29, 2008 and Patent No. 2008202401 issued on December 24, 2009.

NOTE 6 - STOCKHOLDERS' DEFICIT
Preferred Stock

We have 5,000,000 shares of preferred stock authorized. As of September 30, 2016 and December 31, 2015, there were no shares of preferred stock issued and outstanding.

Common Stock

As of September 30, 2016, we are authorized to issue 1,250,000,000 shares of common stock.

As of September 30, 2016, the total shares of our common stock issued and outstanding amounted to 252,370,616.

NOTE 7 - EQUITY ISSUANCES
Stock Option Activity

Our 2001 Equity Incentive Plan (the "2001 Plan") expired on June 5, 2011 and no options were issued under the 2001 Plan since that date. As of September 30, 2016, 2,626,911 shares remain issued under the 2001 Plan.

On September 1, 2011, our Board of Directors approved the adoption of a new plan to replace the 2001 Plan under the same general terms as the 2001 Plan. On June 20, 2012, our stockholders voted and approved the 2011 Equity Incentive Plan (the " 2011 Plan") at our 2012 Annual Stockholder Meeting. As of September 30, 2016, 2.65 million shares remain issued under the 2011 Plan, and 7.29 million shares of our common stock are reserved for future issuance under our 2011 Plan, which includes an automatic 1 million share annual increase pursuant to the terms of the 2011 Plan and a 5 million share increase authorized during our 2013 Annual Stockholder's Meeting.

A summary of option activity for the nine months ended September 30, 2016 is presented below. Options granted by MMR Inc. prior to the date of the Merger have been retroactively restated to reflect the conversion ratio of MMR Inc. to MMR shares

				Weighted-Average
			Weighted-	Remaining
			Average	Contractual		Aggregate
			Exercise	Life		Intrinsic
	Options		Price	(Years)		Value
Outstanding at December 31, 2015	7,488,345	$	0.50	3.62	$	-
Granted	-		-
Exercised	-		-
Cancelled	(2,208,052)		0.65
Outstanding at September 30, 2016 (Unaudited)	5,280,293	$	0.45	4.15	$	-

Vested and expected to vest
at September 30, 2016 (Unaudited)	5,280,293	$	0.45	4.15	$	-

Exercisable at September 30, 2016 (Unaudited)	5,280,293	$	0.45	4.15	$	-

The aggregate intrinsic value in the table above is before applicable income taxes and is calculated based on the difference between the exercise price of the options and the quoted price of the common stock as of the reporting date.

There were no options issued during the nine months ended September 30, 2016.

Total stock option expenses recorded during the nine months ended September 30, 2016 and 2015 were $16,188 and $16,759, respectively, and is reflected in operating expenses in the accompanying consolidated statements of operations.

The following table summarizes information about stock options outstanding and exercisable at September 30, 2016.

		Options Outstanding				Options Exercisable
			Weighted		Weighted		Weighted		Weighted
			Average		Average		Average		Average
	Exercise	Number	Remaining		Exercise	Number	Remaining		Exercise
	Price	of Shares	Life (Years)		Price	of Shares	Life (Years)		Price

$	0.25 - 0.45	2,560,000	5.11	$	0.35	2,560,000	5.11	$	0.35
$	0.50 - 0.75	2,520,293	3.21	$	0.55	2,520,293	3.21	$	0.55
$	> 0.75	200,000	3.71	$	0.90	200,000	3.71	$	0.90
		5,280,293				5,280,293

Warrants

During the nine months ended September 30, 2016, there were 40,227,714 warrants issued. During the nine months ended September 30, 2016, 11,750,000 warrants were exercised, which was paid by the reduction of our accounts payable balance owed to the vendor/warrant holder in the aggregate amount of $750,000.

A summary of the activity of our warrants for the nine months ended September 30, 2016 is presented below:

			Weighted Avg
	Shares		Exercise Price
Outstanding at December 31, 2015	11,428,610	$	0.30
Granted	40,227,714		0.02
Exercised	(11,750,000)		0.06
Cancelled	(3,333,818)		0.49
Outstanding at September 30, 2016 (Unaudited)	36,572,506	$	0.06

Exercisable at September 30, 2016 (Unaudited)	34,539,173	$	0.06

Total warrant expenses recorded during the nine months ended September 30, 2016 and 2015 were $137,528 and $11,170, respectively.

The following summarizes the total warrants outstanding and exercisable as of September 30, 2016:

	Warrants Outstanding				Warrants Exercisable
	Warrants	Weighted Avg		Weighted Avg	Warrants	Weighted Avg		Weighted Avg
Ranges	Outstanding	Remaining Life		Exercise Price	Exercisable	Remaining Life		Exercise Price

$0.02 - $0.30	35,794,569	2.61	$	0.05	33,761,236	2.59	$	0.05
$0.30 - $0.50	255,000	0.53		0.50	255,000	0.53		0.50
Greater $0.50	522,937	0.58		1.05	522,937	0.58		1.05

	36,572,506				34,539,173

The inputs used for the Black-Scholes option and warrant valuation model were as follows:

Expected life in years		2 - 5 Years
Stock price volatility		79%
Risk free interest rate		0.04 - 1.38%
Expected dividends		None
Forfeiture rate		0%

Shares Issued for Services or Reduction to Liabilities

During the nine months ended September 30, 2016, we issued 28,769,439 shares of common stock with a value of $387,855 to various third parties and charged the proceeds to the appropriate accounts for the following reasons:

	Nine Months Ended September 30, 2016

Purpose	Shares		Value

Services provided	-	$	-
Reduction of payables	28,769,439		387,855
Totals	28,769,439	$	387,855

The 28,769,439 issued shares were not contractually restricted. However, as these shares have not been registered under the Securities Act of 1933, as amended (the "Act"), they are restricted from sale until they are registered under the Act, or qualify for resale under the rules promulgated under the Act. All such shares were calculated at the trading closing price on the date of issuance.

Stock Bonus Agreements

From time to time, we issue shares of our common stock as a bonus for services rendered. Stock bonuses may be awarded upon satisfaction of specified performance goals pursuant to the Performance Stock Bonus Agreement.

On each grant date, we valued the stock bonus based on the share price and the expenses were amortized using the straight line method. Total stock bonus expenses recorded during the nine months ended September 30, 2016 and 2015 were $0 and $0, respectively and are reflected in operating expenses in the accompanying consolidated statements of operations.

NOTE 8 - NOTES PAYABLE

Notes payable consisted of the following:

		September 30,		December 31,
		2016		2015

Promissory notes payable due to the former officers of MMRGlobal as part of severance packages, due in full on August 31, 2009 with no stated interest	$	76,783	$	76,783

Promissory notes payable due to the former officers of MMRGlobal pursuant to the Resignation and Post-Merger Employment Arrangement, due in full on August 31, 2009 with no stated interest		25,444		25,444

Promissory notes payable due to vendors relating to settlement of certain outstanding accounts payable, payable in 18 equal monthly installments commencing on July 27, 2009 and ending on January 27, 2011, with no stated interest		223,116		223,116

Short-term loan due to a third-party with 6% interest		56,896		44,070

Long term note payable relating to legal accounts payable, payable in full on March 30, 2018 with 10% interest per annum		328,133		-

		710,372		369,413
Less: current portion		(382,239)		(369,413)
Notes payable, less current portion	$	328,133	$	-

Short term loan due to a related-party, payable in full on January 2, 2014 with 12% interest	$	6,743	$	6,743

Short term loan due to a related-party, payable in full on May 31, 2014 with 12% interest		-		50,000

Notes payable related party, current portion		6,743		56,743

Less: current portion		(6,743)		(56,743)
Notes payable related party, less current portion	$	-	$	-

NOTE 9 - CONVERTIBLE PROMISSORY NOTES

From time to time, we issue Convertible Promissory Notes. As of September 30, 2016, a total of $323,749 in convertible notes remained outstanding and have matured. However, the Company and the Holders have agreed to keep the balance as a Note Payable and the note holders have elected not to convert their note balances into shares of our common stock as of September 30, 2016.

Each Note contains the following general terms and provisions:

The principal amount owed under each note becomes due and payable one year or less from the investment date provided that, upon ten (10) days' prior written notice to the holder, we may, in our sole discretion, extend the maturity date for an additional six month term. The Notes can be further extended upon mutual agreement.
These notes bear interest at a rate of 0%-6% per annum payable in cash or shares of common stock or a combination of cash and shares of common stock at our option.

During the third quarter of 2016, we did not enter into any Convertible Promissory Notes.

Shares issuable upon conversion for convertible notes payable was 1,355,932 as of September 30, 2016.

The total interest expense attributed to the Beneficial Conversion Feature of the Notes and related warrants for the nine months ended September 30, 2016 and 2015 was $0 and $55,780, respectively.

NOTE 10 - RESTRUCTURING ACTIVITIES

In connection with the merger with Favrille, Inc. in 2009, we signed promissory notes with certain former executives totaling $76,783.

As of September 30, 2016, the total remaining severance liabilities amounted to $620,613, which is reflected as severance liability on the accompanying consolidated balance sheets. This consists of $571,362 payable to former non-executive employees.

NOTE 11 - RELATED PARTY TRANSACTIONS

Our Chairman and Chief Executive Officer, Robert H. Lorsch, is also the Chief Executive Officer of The RHL Group, Inc. and has full voting power over all of the capital stock of The RHL Group, Inc. Mr. Lorsch directly and indirectly through The RHL Group, Inc., beneficially owns approximately 32.1% our total outstanding voting stock. The RHL Group, Inc. has loaned us money pursuant to the Eleventh Amended Note and all predecessor notes. See Note 3 - Related Party Note Payable above.

The RHL Group is an investment holding company which provides consulting, operational and technical services to us, which we refer to as the RHL Services. As part of the RHL Services, The RHL Group provides us with unrestricted access to its internal business and relationship contact database of more than 10,000 persons and entities, which includes clients of The RHL Group and other individuals which may hold value to us. The RHL Group also provides infrastructure support to us, including allowing us unlimited access to its facilities, equipment, and data, information management and server systems. In addition to allowing us the use of its office support personnel, The RHL Group has also consented to allow us to utilize the full-time services of Mr. Lorsch as our President, Chairman and Chief Executive Officer, which requires substantial time and energy away from his required duties as The RHL Group's Chairman and Chief Executive Officer. In addition, The RHL Group has made Kira Reed, available as our spokesperson. Ms. Reed, who is Mr. Lorsch's spouse, also manages our social networking activities.

In consideration for the above, The RHL Group, Inc. has a consulting arrangement with MMR. A copy of the consulting agreement is filed as an exhibit in our Form 8-K, as filed with the SEC on May 4, 2009 and is hereby incorporated by reference.

We incurred $37,500 during the nine months ended September 30, 2016 and 2015, toward marketing consulting services from Bernard Stolar, a director. We included $260,523 and $206,272 in related party payables as of September 30, 2016 and December 31, 2015, respectively, in connection with these services and board fees.

We contract with a significant vendor for the development and maintenance of the software applications necessary to run our MyMedicalRecords PHR, MyEsafeDepositBox and MyMedicalRecords Pro products. Our outside developer supports our software development needs through a team of software engineers, programmers, quality control personnel and testers, who work with our internal product development team on all aspects of application development, design, integration and support of our products. This vendor is also a stockholder. For the nine months ended September 30, 2016 and 2015, the total expenses relating to this stockholder amounted to $90,000 and $90,000, respectively. In addition, we capitalized $0 of software development costs for the quarter ended September 30, 2016. As of September 30, 2016 and December 31, 2015, the total amounts due to the stockholder and included in related party payables amounted to $195,000 and $105,000 respectively.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion of our financial condition and results of operations in conjunction with our financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the description of our business appearing in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on April 14, 2016, as amended by Form 10-K/A for the year ended December 31, 2015, as filed with the SEC on April 21, 2016 (together, the "Form 10-K"). This discussion contains forward-looking statements, which inherently involve risks and uncertainties. Please see "Cautionary Note Regarding Forward-Looking Statements" below. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in "Risk Factors" in Item 1A of the Form 10-K.
Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain forward-looking statements. The words "anticipate," "expect," "believe," "plan," "intend," "will" and similar expressions are intended to identify such statements. Although the forward-looking statements in this Quarterly Report on Form 10-Q reflects the good faith judgment of our management, such statements are subject to various risks and uncertainties, including but not limited to the risks identified in our Form 10-K and in our press releases and other filings with the SEC.

Assumptions related to forward-looking statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Any of such assumptions could be inaccurate. You should not place undue reliance on these forward-looking statements, which are based on our current views and assumptions. In evaluating these statements, you should specifically consider various factors, including the foregoing risks and those outlined under "Risk Factors" in Item 1A of the Form 10-K. Our forward-looking statements represent estimates and assumptions only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Overview
Background

As described above, on January 27, 2009, we consummated a transaction with MMR, Inc. through a merger of our wholly-owned subsidiary with and into MMR pursuant to the terms of the Merger Agreement. In connection with the Merger, MMR Inc. became our wholly-owned subsidiary, with the former stockholders of MMR Inc. collectively owning (or having the right to acquire) shares of our common stock representing approximately 60.3% of the voting power of our capital stock on a fully diluted basis.

For accounting purposes, the Merger was treated as a reverse acquisition with MMR Inc. being the accounting acquirer. Accordingly, the historical financial results prior to the Merger are those of MMR Inc. and replace our historical financial results as we existed prior to the Merger.

We were incorporated in Delaware in 2000 and are headquartered in Los Angeles, CA. Effective February 9, 2009, after the Merger, we changed our corporate name to MMR Information Systems, Inc., or MMRIS. Subsequently, on June 16, 2010, we changed our name to MMRGlobal, Inc., which we believe more accurately reflects the nature of our operations as a provider of secure and easy-to-use online Personal Health Records, electronic safe deposit box storage solutions, and document management and imaging systems for healthcare professionals.

Starting in 2005, we began filing for patent protection for our PHR products and services. Over the last eight years, these patents have been in the process of issuance and we now have patents issued, pending, and applied for in numerous countries around the world. MMR's most recent health IT patent was issued in Singapore on July 26, 2016 as Patent No. 189139, titled "Universal Patient Record Conversion Tool." We are also continuing to file new patent applications and continuation applications. As a result, we have evolved from an operating business selling products and services to consumers and healthcare professionals to a company whose value proposition is based on a combination of factors including:

A Personal Health Records company specializing in storing and sharing medical records and other important documents for consumers and healthcare professionals
A document imaging and management company for healthcare professionals
A licensor of Health Information Technology patents and other Intellectual Property in numerous countries around the world
A licensor of Bio-technology patents and other Bio-technology Intellectual Property and patient samples.in numerous countries around the world

Tbe Company acquired a portfolio of biotech assets developed at a cost of more than $100 million from the Favrille, Inc. Merger completed in January 2009. These assets include, but are not limited to, the exploitation and licensing of patents globally, data and samples from our pre-Merger clinical vaccine trials, the FavId/Specifid idiotype vaccine, and anti-CD20 antibodies. To date, patents for our biotechnology IP have been issued in Australia, China, Japan, Mexico, Singapore, South Korea and European territories in addition to the United States. Two China patents for our monoclonal anti-CD20 antibodies intellectual property titled "Antibodies and Methods for Making and Using Them," were issued most recently as Patent Nos. 201310355119.6 and 200780051557.6 on February 24, 2016.

On February 2, 2016, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware effecting a five for one reverse stock split of the Company's common stock (the "Reverse Stock Split"). The Reverse Stock Split became effective in the marketplace on February 8, 2016 at which time every five (5) shares of the Company's issued and outstanding common stock were automatically converted into one (1) issued and outstanding share of the Company's common stock, without any change in the par value per share. The Certificate of Amendment provides that no fractional shares will be issued. Instead, the Company will issue to the Stockholders one additional share of Common Stock for each fractional share. The new CUSIP number for the Company's common stock following the Reverse Stock Split is 55314U207. All previously reported common stock share amounts in the Form 10-K, including the accompanying financial statements and related notes have been retroactively adjusted to reflect the reverse stock split and unless otherwise indicated in this report, all share and per share figures in this report have been adjusted to reflect the reverse stock split.

Source of Revenues

MMR remains focused on its primary Health IT business of selling the MyMedicalRecords PHR and MMRPro document and imaging systems for healthcare professionals. We derive revenues from the provision of services, which are comprised of facilitating electronic access to consumer medical records and other vital documents through subscribers on a direct subscription basis or an "access" basis through various types of organizations including direct sales, affinity and membership groups, healthcare organizations and retailers, and in both cases, we record these revenues under "Subscriber" in our income statement. We also sell direct to consumers through paid advertising or other per enquiry marketing relationships. When sold to corporations, affinity and membership organizations, hospitals and other business to business customers, we charge a minimum monthly fee plus user fees to the organization based on the number of users who will have access to our services through such organization, whether or not such users actually activate their authorized account. During the nine months ended September 30, 2016, we received $54,971 from subscriber revenues.

In addition, MMR has numerous patents issued, pending or applied for pertaining to provisioning of online medical and Personal Health Records in 12 countries of commercial interest including the U.S., and defends its global intellectual property rights through the filing of patent infringement complaints.

We also focus on generating revenues from the licensing of our Health IT and biotech assets, which may include non-refundable license and up-front fees, non-refundable milestone payments that are triggered upon achievement of a specific event and future royalties or lump-sum payments on sales of related products. We record these licensing revenues under "License Fees" in our income statement. We have been paid upfront license fees and milestone payments and we recognize those fees as revenue as payments are received. We record those fees as revenue when payments are received. During the nine months ended September 30, 2016, we received $0 from license fees revenues.

We also have generated revenues from licensing the sale and marketing of our services internationally and, to a lesser extent, from ancillary fee payments including web and marketing development services, amongst others. We record these licensing revenues under "License Fees" and other ancillary revenues under "Other Revenues" in our income statement. When we enter into a licensing arrangement, we are sometimes paid an upfront license fee and typically receive ongoing royalty payments that are often based on a percentage of revenue earned by our licensee. We recognize these fees over the license period. When we receive ancillary one-time payments, we record them when services or products are delivered.

MMR also plans on entering the medical Cannabis industry by entering into strategic relationships with a group of existing operating companies located domestically and internationally through leveraging MMR's access to the public markets and utilizing our health information technology products, services, and experience to support development stage Cannabis-related businesses. The Company is already talking with groups in Oregon, California, Washington, Canada, and Australia. The Company also perceives opportunities in using its significant tax loss carryforwards while providing access to its proprietary health information technology products, services, and experience to support development stage Cannabis-related businesses.

The Company plans on helping early stage companies entering the Cannabis marketplace attract funding and management expertise while giving them the ability to tap into the public markets for financing of facilities, product distribution, market research, and consulting services. Through MMR's strategic relationships, the Company plans on offering branded products and a suite of vertically integrated services supported by experienced consultants, developers, and manufacturers to assist in the growth and expansion of Cannabis-related businesses. Using the Company's patient Personal Health Records products and services, MMR represents the opportunity to also provide branded patient tracking and operating solution supporting the clinical application of Cannabinoid (CBD) products to improve the health of people suffering from chronic illness and diseases.

Cost of Revenue

Our cost of revenue includes the cost of manufacturing our retail product and related packaging, maintaining our voice and fax mailboxes, long-distance call transport costs, fax and voice call processing costs, credit card transaction processing costs, web hosting and management fees, website maintenance and support costs, costs associated with creating and mailing enrollment packages to our subscribers and the cost of scanners. Cost of revenue also includes customer service costs. We also charge to cost of revenue our direct selling costs, which include commissions paid to sales representatives who sell our wholesale and access based accounts.

Operating Expenses

The largest component of our operating expenses is our general and administrative expenses, which include personnel salaries and benefits, office rent and supplies, insurance costs, fees for legal and professional services, as well as our expenses for corporate telecommunications and Internet access not associated with our products. Our operating expenses also include sales and marketing expenses (which over time have included expenses associated with attending trade shows and travel costs, as well as a portion of salaries allocated to sales and marketing activities), as well as technology development expenses (which has included expenses related to research and development as well as a portion of personnel salaries allocated to development activities).

Recent Accounting Pronouncements

For a description of recent accounting pronouncements and how we apply such pronouncements to our financial statements, see the accompanying notes to our consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Competition

The following competitive factors may affect our future performance.

MyMedicalRecords PHR

Although we believe that no other product in the marketplace compares to what we provide in our comprehensive PHR and other offerings, there are other PHR providers in the consumer health information management marketplace today that compete for our services. These include NoMoreClipboard.com, Dossia, WebMD Health Manager, ZweenaHealth, MiVia, and numerous others including patient portals offered by EMR Vendors, health exchanges, and insurance companies, physicians and physician groups hospitals and HMOs for their policyholders and patients. Each of our competitors offers varying PHR products and services for online storage and access to medical records at varying price points depending on any particular service offering.

MyEsafeDepositBox

Our MyEsafeDepositBox product competes with a number of online backup and electronic data storage services. The increasing use of external hard drives and flash drives to backup data also has the potential to compete with online data storage services such as our MyEsafeDepositBox product.

MMRPro

MMRPro competes with scanning services that market their services to doctors seeking to convert their historical paper records into electronic files, as well as EMR systems.

MMRPro also competes with services that may be included in EMR systems that offer doctors the opportunity to make their entire office paperless.

Results of Operations for the three and nine months ended September 30, 2016 as compared to the three and nine months ended September 30, 2015

Revenues

Revenues for the nine months ended September 30, 2016 and 2015 were $53,595 and $138,716, respectively, a decrease of $85,121, or 61%, and for the three months ended September 30, 2016 and 2015, were $26,340 and $77,664, respectively, a decrease of $51,324, or 66%. The decrease for the nine month period and quarter was primarily due to a decline in licensing fees and the expiration of certain recurring revenue contracts. Despite the changing environment in the U.S. regarding patent laws, the Company believes that recent changes in government will help give the Company more opportunities to monetize its domestic health information technology patent portfolio domestically and globally in both health information technology and biotechnology.

Cost of revenue

Cost of revenue for the nine months ended September 30, 2016 and 2015 was $167,941 and $179,554, respectively, a decrease of $11,613, or 6%. Cost of revenues for the three months ended September 30, 2016 and 2015 was $49,733 and $45,298, respectively, for an increase of $4,435, or 10%. The decrease was due to the Company's ability to renegotiate with our telecommunications providers resulting in lower costs of goods.

As a result, gross loss for the nine months ended September 30, 2016 was $114,346 compared to a gross loss of $40,838 for the nine months ended September 30, 2015, for an increase of $73,508 or 180%. Gross loss for the three months ended September 30, 2016 was $23,393 compared to a gross profit of $32,366 for the period ended September 30, 2015, for a decrease of $55,759, or 172%.

Operating expenses

Total operating expenses for the nine months ended September 30, 2016 and 2015 were $1,516,608 and $1,751,843, respectively, a decrease of $235,235, or 13%. Total operating expenses for the three months ended September 30, 2016 and 2015 were $385,075 and $485,651, respectively, for a decrease of $100,576, or 21%. The decrease for the quarter period was primarily due to decrease in investor relations expenses, and marketing, legal and other expenses.

General and administrative expenses for the nine months ended September 30, 2016 and 2015 were $1,288,472 and $1,331,644, respectively, a decrease of $43,172 or 3% General and administrative expenses for the three months ended September 30, 2016 and 2015 were $297,500 and $383,147, respectively, for a decrease of $85,647 or 22%. The decrease for the nine month period was primarily due to decrease in investor relations expenses, salaries, non-cash compensation expenses, and consulting expenses.

Sales and marketing expenses for the nine months ended September 30, 2016 and 2015 were $228,136 and $420,199, respectively, a decrease of $192,063, or 46%. Sales and marketing expenses for the three months ended September 30, 2016 and 2015 were $87,575 and $102,504, respectively, for a decrease of $14,929 or 15%. The decrease for the quarter and nine month period was primarily due to lower business development fees and marketing consulting fees.

Interest and Other Finance Charges, Net

Interest and other finance charges for the nine months ended September 30, 2016 and 2015 were $192,967 and $191,355, respectively, an increase of $1,612 or 1%. Interest and other finance charges for the three months ended September 30, 2016 and 2015 were $70,857 and $44,629, respectively, for an increase of $26,228, or 59%. The increase for the nine month period was primarily due to interest expense related to convertible promissory notes.

Net loss

As a result of the foregoing, net loss for the nine months ended September 30, 2016 and 2015 was $1,632,021 and $1,923,286, respectively, a decrease of $291,265 or 15%. Net loss for the three month period ended September 30, 2016 and 2015 was $451,526 and $489,000, respectively, for a decrease of $37,474, or 8%.

Going Concern

As more fully described in Note 1 to the consolidated financial statements appearing above in this Quarterly Report on Form 10-Q, our independent registered public accounting firm included an explanatory paragraph in their report on our 2015 financial statements for the year ended December 31, 2015 related to the uncertainty of our ability to continue as a going concern. As of September 30, 2016, our current liabilities of $8.8 million exceeded our current assets of $0.1 million by $8.7 million.

For a description of our management's plan regarding our ability to continue as a going concern, please see Note 1 to the financial statements included above.

Liquidity and Capital Resources

As of September 30, 2016, our current liabilities exceeded our current assets by $8.8 million. Furthermore, during the quarter ended September 30, 2016, we incurred losses of $1,632,021. At the current level of borrowing, we require cash of $275,000 per year to service our debt and, in order to continue operating its business, we use an average of $172,000 cash per month, or $2.06 million per year.

In addition to the above cash burn from operations, we will be required to obtain additional financing in order to meet the obligations for installment payments of $621,000 under the Creditor Plan and our obligations under the secured indebtedness to The RHL Group under the Eleventh Amended Note, which had a balance of $2.94 million at September 30, 2016, amongst other debt obligations. Such obligations are currently due and payable pursuant to the terms of the notes.

To finance our activities, we have relied on the issuance of stock and debt to The RHL Group. At September 30, 2016, we had a Line of Credit with the RHL Group in the amount of $4.5 million. Availability under this Line of Credit, at the lender's discretion, was $1.30 million as of September 30, 2016.

In addition, we may continue to offer restricted stock to accredited investors and issue limited amounts of convertible debt. During 2015, we raised $62,000 in sales of restricted common stock to accredited investors. We expect to continue offering limited amounts of convertible debt in 2016. The Company believes it can continue to generate revenue from its biotech and health information technology assets. We also expect to continue receiving (i) royalties from license fees related to our health information technology patents and other intellectual property; and (ii) revenue from sales of PHRs, MMRPro services, and other products and services including our new mHealth applications that will help reduce annual cash burn from operations. The Company is also planning on selling data and samples from its FavId vaccine trials to pharmaceutical manufacturers, universities and others for use in helping to speed the process of clinical trials for new drugs and disease management programs.

Cash Flows for the nine months ended September 30, 2016 compared to nine months ended September 30, 2015

Net cash used in operating activities for the nine months ended September 30, 2016 and 2015 was $473,047 and $648,679, respectively. In 2016, we had a net loss of $1,632,021, plus non-cash adjustments (depreciation, amortization, common stock and warrants issued for services and interest, amortization of loan discount, conversion of accounts payable to note payable, and stock compensation expense) of $404,995, plus changes in operating assets and liabilities of $753,979. In 2015, net cash used in operating activities of $648,679 was comprised of a net loss of $1,923,286, plus similar non-cash adjustments of $339,116 plus changes in operating assets and liabilities of $648,679. Compared to 2015, the operating cash flow activities in 2016 were lower primarily due to timing of payments of current liabilities.

Net cash used in investing activities in the nine months ended September 30, 2016 and 2015 totaled $5,452 and $1,252, respectively. Compared to 2015, investing activities in 2016 were higher mainly due to an increase in note receivables payments.

Net cash provided by financing activities in the nine months ended September 30, 2016 and 2015 totaled $478,499 and $340,538, respectively. Financing activities primarily included proceeds from Line of Credit. Compared to 2015, financing activities in 2016 were higher primarily due to an increase in proceeds from Line of Credit.

As of September 30, 2016, we had cash and cash equivalents of $0, compared to $0 as of September 30, 2015.

Description of Indebtedness

For a description of our indebtedness to The RHL Group, please See Note 3 - Related Party Note Payable, included above in this Quarterly Report on Form 10-Q.

Convertible Notes

For information relating to our Convertible Notes, please see Note 9 to our financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Commitments and Contingencies

For information relating to our commitments and contingent liabilities, please see Note 5 to our financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company and therefore, we are not required to provide information required by this item of Form 10-Q.

Item 4. Controls and Procedures
Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Acting Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Acting Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

Based on the foregoing, our Chief Executive Officer and Acting Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and were operating at a reasonable assurance level.

Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended September 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The information in response to this item is incorporated herein by reference to Note 5 - Commitments and Contingencies under the "Litigation Matters" section of the Consolidated Condensed Financial Statements of this Quarterly Report.

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

The following is a summary of transactions by us since our previous disclosure on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2016 involving sales of our securities that were not registered under the Securities Act of 1933, as amended (the "Securities Act"). Each offer and sale was exempt from registration under either Section 4(2) of the Securities Act or Rule 506 under Regulation D of the Securities Act because (i) the securities were offered and sold only to accredited investors; (ii) there was no general solicitation or general advertising related to the offerings; (iii) each investor was given the opportunity to ask questions and receive answers concerning the terms of and conditions of the offering and to obtain additional information; (iv) the investors represented that they were acquiring the securities for their own account and for investment; and (v) the securities were issued with restrictive legends:

On September 9, 2016, we granted 2,310,000 shares of Common Stock at $0.02 per share to a vendor in exchange for a reduction in payables.

All securities granted or sold under these agreements are unregistered and may only be resold or transferred if they later become registered or fall under an exemption to the Securities Act or applicable state laws. Our typical investor or grantee generally relies upon Rule 144 of the Securities Act, which, in addition to requiring several other conditions before resale may occur, requires that the securities issued be held for a minimum of six months. We generally used the proceeds of the foregoing sales of securities for repayment of indebtedness, working capital and other general corporate purposes.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

Exhibit Number		Exhibit Description

31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.

31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.

32.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

32.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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.

Date: November 21, 2016

MMRGlobal, Inc.

By: /s/ Robert H. Lorsch
Robert H. Lorsch
Chairman, Chief Executive Officer and
President

By: /s/ Bernard Stolar
Bernard Stolar
Acting Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Exhibit Description

31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.

31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.

32.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

32.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

MMRGlobal, Inc. 10-Q