UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)


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

For the fiscal year ended December 31, ~~2012~~2014


	¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ________

Commission File Number 333-169887

DMH INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


Nevada	27-2689205
(State or Other Jurisdiction of Incorporation or organization)	(IRS Employer Identification Number)


12502 W. Atlantic Blvd, Coral Springs, FL	33071
(Address of principal executive offices)	(Zip Code)


Registrant’s telephone number, including area code:	(954) 509-0911

Securities registered under Section 12(b) of the Exchange Act:


	Title of each class	Name of each exchange on which registered
	None	None

Securities registered pursuant to section 12(g) of the Act:

Common stock, $0.001 par value

(Title of Class)

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

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 ¨

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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 definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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. (Check one):


Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer ¨ (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 ¨☐ No x☒

~~State~~The ~~the~~ aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the registrant’s most recently completed second quarter: $~~NIL~~1,208,560.

As of ~~March~~April 1513, ~~2013~~2015 there were ~~161~~415,~~000~~961,~~000~~936 shares of common stock. As of ~~March~~April 1513, ~~2013~~2015, based upon records obtained from our transfer agent, there were 416 holders of record of our common stock. Our transfer agent records does not account for other holders of our common stock that are held in street name or by broker dealers as custodian for individual holders of our stock.

INDEX

		Page
Part I		3
Part I		1
Item 1.	Business	3
Item 1.	Business	1
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	11
Item 2.	Properties	1112
Item 3.	Legal Proceedings	1112
Item 4.	Mine Safety Disclosures	1112
Part II		1112
Item 5.	Market for Registrant’s Common Equity; Related Stockholder Matters and Issuer Purchases of Equity Securities	1112
Item 6.	Selected Financial Data	1213
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1213
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	1418
Item 8.	Financial Statements and Supplementary Data	1519
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	2535
Item 9A.	Controls and Procedures	2535
Item 9B.	Other Information	2636
Part III		2636
Item 10.	Directors, Executive Officers and Corporate Governance	2636
Item 11.	Executive Compensation	2738
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2839
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2939
Item 14.	Principal Accountant Fees and Services	2940
Part IV		3040
Item 15.	Exhibits and Financial Statement Schedules	3040
Signatures		3141

DMH International and its wholly owned ~~subsidiary~~subsidiaries, Touch Medical Solutions, Inc. (“TMSI”) and Virtual Physicians Network ("VPN") are referred to herein as “we”, “our” or “us” ( TMSI isand VPN are also individually referred to herein).

Forward Looking Statements

This Annual Report on Form 10-K for the period ending December 31, ~~2012~~2014 contains forward-looking statements that involve risks and uncertainties, most significantly, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operation), as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The words or phrases "would be," "will allow, "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward-looking statements.” All statements other than statements of historical fact, are statements that could be deemed forward-looking statements, including any projections of revenue, gross margin, expenses, earnings or losses from operations, synergies or other financial items; any statements of the plans, strategies and objectives of management for future operations; and any statement concerning developments, plans, or performance. Unless otherwise required by applicable law, we do not undertake and we specifically disclaim any obligation to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

PART I

Item 1. Business

Introduction

The Company was incorporated in the state of Nevada on June 2, 2010. In December 2012, we entered into a share exchange agreement with Touch Medical Solutions, Inc. (TMSI), whereby we assumed TMSI’s business operations ~~(The Acuisition)~~. WeOn ~~are~~July ~~currently~~22, in2014, ~~the~~we ~~business~~acquired all of ~~developing~~the ~~and~~outstanding ~~bringing~~shares ~~to market a suite~~ of ~~medical~~Virtual ~~software~~Physician’s ~~products. Our~~Network, ~~principal~~which ~~executive~~was ~~offices~~merged ~~are~~into ~~located~~the atCompany ~~12502~~and ~~West~~became ~~Atlantic~~our ~~Blvd.,~~wholly ~~Coral~~owned ~~Springs, Florida~~subsidiary.

We ~~have~~are ~~never~~currently ~~been~~in the ~~subject~~business of adeveloping ~~bankruptcy,~~and ~~receivership~~bringing orto ~~similar~~market ~~proceeding. Additionally,~~a ~~apart~~suite ~~from~~of ~~the~~medical ~~merger~~software ~~discussed~~products. Our ~~herein,~~principal weexecutive ~~have~~offices ~~never~~are ~~been~~located ~~the~~at ~~subject~~12502 ofWest aAtlantic ~~material reclassification~~Blvd., ~~merger,~~Coral ~~consolidation~~Springs, ~~or purchase or sale of a significant amount of assets not in the ordinary course of business~~Florida.

~~Operations~~We have never been the subject of a bankruptcy, receivership or similar proceeding. Additionally, apart from the merger discussed herein, we have never been the subject of a material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.

~~The operations refer principally to our subsidiary Touch Medical Solutions, Inc. which we acquired by a share exchange in December 2012.~~ Operations

InThe ~~2009,~~operations werefer ~~began~~to ~~prototyping~~our asubsidiaries ~~picture~~Touch ~~archiving~~Medical ~~and~~Solutions, ~~communication~~Inc. ~~system~~ (~~“PACS”~~TMSI) ~~solution~~and ~~for~~Virtual ~~market~~Physician's ~~exploration. In~~Network ~~July 2010, we were accepted as a Wake Forest University Demon Incubator startup company~~(VPN).

Operating Strategy

Management is of the opinion that the leaders of the technology market as a whole are beating their competitors by presenting a more effective end user experience and fulfillment of base requirements. We believe that products were judged by the number of features they offer; however, there has been an increasing trend towards not providing the greatest number of features, but rather to provide a simpler user interface than its competitors combined with a solid product workflow. We will attempt, as a medical device provider, to offer products that are user friendly and which have a core workflow that clients can easily implement and use. We believe that a goal of applying our product ideas efficiently will allow our customers to maintain high medical standards to help them to grow in their own individual markets.

~~With~~Virtual aPhysician's growing PACS market and an emergent electronic medical record (“EMR”) market, we plan to provide a technically advanced but cost effective combined solution to medical practices that have been largely ignored by existing vendors. We will offer as a primary foundation technology, a digital imaging and communications in medicine (“DICOM”) viewer on innovative hardware, a fully Certification Commission for Healthcare Information Technology (“CCHIT”) certified EMR solution, and safe and efficient storage of diagnostic images both as individual clinical assets and as parts of a larger enterprise. Network

~~Our~~There ~~goal~~are isover to100 ~~bring~~million asurgeries ~~fully~~and ~~integrated~~procedures ~~PACS/RIS/EMR~~performed ~~package~~in tothe ~~market~~United ~~within~~States aeach ~~realistic~~year ~~timeframe~~ in ~~order~~over to6,000 ~~meet~~hospitals ~~FDA~~ and ~~the~~5,000 ~~American~~surgery ~~Recovery~~centers. ~~and~~These ~~Reinvestment~~staggering ~~Act~~figures ofcombined ~~2009 (“ARRA”) standards, starting~~ with anthe ~~innovative~~archaic ~~EMR~~use ~~framework~~of ascurrent atechnology ~~basis for future product expansions. The stated project goal is~~ to ~~begin~~coordinate ~~marketing~~all athese ~~combined~~events ~~PACS/RIS/EMR~~between ~~solution~~surgeons, byinstitutions ~~October~~and ~~2013~~medical ~~under~~vendors ~~our brand (during qualification~~ and ~~certification,~~their ~~aka~~professional ~~“pre-market”,~~societies ~~expected~~has bycreated ~~July 2013). With~~ a ~~CCHIT~~chaotic, ~~qualified EMR fully integrated with TouchPACS~~wasteful, weand ~~will~~inefficient ~~be qualified for ARRA reimbursement~~system.

1Virtual Physician’s Network is a HIPAA compliant and private mobile and web based app solution specifically designed to help improve clinical and financial outcomes for all the stakeholders participating in these 100 million surgical events. These stakeholders include surgeons, hospitals, surgery centers, healthcare professionals, medical device/pharma vendors and medical associations and societies.

~~The~~We ~~PACS~~currently ~~will~~provide ~~support~~ the ~~DICOM~~Virtual v3Physician’s ~~standards~~Network ~~for~~solutions ~~both~~through ~~communication and visualization as a solution, a scope of service contained within~~ the ~~boundaries~~App ofStore ~~the~~(IOS ~~total~~devices) ~~TouchEMR~~and ~~package. PACS~~Google isPlay ~~being~~(Droid ~~modularized~~devices) ~~this way in order to allow for other such future standards/relational forks~~ as ~~laboratory~~well ~~control or inpatient expansion. PACS will be deemed~~ as v1 complete upon clearance of Food and Drug Administration (“FDA”) Class2 certification with all parts intact, and EMR v1 will be considered v1 complete on receiving CCHIT certification. PACS/EMR will be implemented to include all necessary hardware and configuration for a ~~customer,~~web ~~such~~based ~~that~~solution through our ~~expected~~Virtual ~~target~~Physician’s ~~audience~~Network iswebsite ~~considered “computer illiterate” and will not be expected to provide implementation equipment independently~~www. ~~To that end, simplification of very complex workflow and diagnostic processes is a central focus within our developed interfaces~~virtualphysiciansnetwork. ~~We propose that smart implementation of clinical software as a workflow client/server process will allow us to market both products (PACS and EMR) as either standalone or paired~~com.

~~Technology~~The adoption of the Virtual Physician’s Network technology will be initially driven through the our beta group and key industry trade shows such as NASS (North American Spine Society) and AAOS (American Academy of Orthopaedic Surgeons). Further adoption will then be driven by sales representation from participating medical vendors.

~~Over~~Beta ~~the next 18 months Touch Medical Solutions plans:~~Launch

ToBecause ~~market~~surgeons ~~both~~in ~~individually~~their ~~and~~particular ~~combined~~specialties such as aSpine ~~full~~or ~~Practice~~Orthopedics ~~Management~~have ~~suite~~an incredibly strong industry influence on all the ~~following~~stakeholders ~~products:~~in the healthcare space, Virtual Physician’s Network will focus their initial implementation and marketing efforts on surgeon adoption.

TouchERP - Medical Enterprise Resource Planning (“Medical Enterprise RP”) – Will be (is) designed for a complete solution to various business sectors, including healthcare. A combination of products providing Clinical Management, Resource Management, Financial Management, and a Practice Information System, that are critical to the medical practices in today’s healthcare industry.3

~~TouchPMS~~We –are ~~Practice~~currently ~~Management~~in ~~Suite~~the –process ~~This~~of isrolling aout ~~category~~the ofVirtual ~~software~~Physicians ~~that~~Network ~~deals~~v ~~with~~1.1.0 ~~the~~mobile ~~day-~~and web based app technology to~~-day~~ ~~operations~~key ofindustry athought ~~medical~~leaders ~~practice.~~in ~~Such~~the ~~software~~orthopedic ~~frequently~~spine ~~allows~~and neurosurgical spine markets in the U.S. These initial beta users include but are not limited to ~~capture~~groups ~~patient~~in ~~demographics~~FL, ~~schedule~~CA, ~~appointments~~MI, ~~maintain~~WV, ~~lists~~NV, and NJ. Upon the successful implementation of ~~insurance~~the ~~payers,~~beta ~~perform~~release ~~billing~~of ~~tasks~~Virtual Physicians Network v. 1.0, we anticipate additional adoption from the peers and ~~generate~~colleagues ~~reports~~of these key thought leaders. Our beta launch is scheduled to be completed by the end of Q1 2015.

~~TouchEMR~~The –Virtual ~~Electronic~~Physician’s ~~Medical~~Network ~~(Health)~~platform ~~Record – This~~ is adesigned ~~locally~~to ~~kept~~accommodate ~~copy~~all ofsurgical ~~the~~and ~~patient~~procedural ~~health~~specialties. ~~information~~Our ~~located~~goal atis ~~each~~to ~~applicable~~expand ~~healthcare~~into ~~provider,~~general ~~which~~orthopedics ~~can~~and ~~then~~cardiology befor ~~merged~~all ~~with~~ the ~~central~~associated ~~EHR~~stakeholders ~~record as diagnostic information changes. This record can be kept~~ in ~~any applicable form, as long as it contains the basic pieces of information necessary to resynchronize with a central provider~~2015.

~~TouchRIS–Radiology~~Surgeon ~~Information~~members System – This is a computerized database used by radiology departments to store, manipulate and distribute patient radiological data and imagery. The system generally consists of patient tracking and scheduling, result reporting and image tracking capabilities. RIS complements HIS (Hospital Information Systems) and is critical to efficient workflow to radiology practices.experience

~~TouchPACS~~We –currently ~~Picture~~offer ~~Archiving~~surgeon ~~and~~members ~~Communications~~five ~~Systems~~core -practice Inbuilding ~~medical~~tools ~~imaging,~~through ~~PACS~~the ~~have~~Virtual ~~been~~Physician’s ~~developed~~Network toas ~~provide~~well ~~economical~~as ~~storage~~an interactive HIPAA compliant surgical calendar. These tools include: Book a Case, ~~rapid~~Contact ~~retrieval~~My ofRep, ~~images~~Education, ~~access~~Product toInfo, ~~images~~CME. ~~acquired~~The ~~with~~latest ~~multiple~~release for ~~modalities,~~surgeons in Q4 of 2014 provided additional availability on IOS and ~~simultaneous~~Android ~~access~~phones atin ~~multiple~~additional ~~sites~~to iPads and Tablets.

~~TouchPHR~~Medical –Vendor ~~Personal~~members Health Record – This is an abstract definition of copies of patient electronic health record information, such as radiology studies or lab results, which are provided to a clinic by a patient in electronic form. This is relative to any type of portable copy device, such a CDR or USB, and defines import and export guidance for merging copies into a local (practice level) EMR.experience

~~TouchTranscription~~We –currently ~~Integrates~~offer ~~voice~~medical ~~recording~~vendors four core tools to help vendor reps streamline and ~~digital~~effectively ~~scripting~~manage ~~into~~their communications and requests from their surgeon customers: Confirm a Case and My Messages, Education and Product Info. We completed the ~~patient~~addition ~~record~~of Education and Product Info tools in Q4 of 2014.

~~TouchPaperlessOffice~~Our –technology ~~Through~~gives ~~the~~vendor ~~use~~reps ofinstant aand ~~Paperless~~secure ~~Office~~communication ~~Solution,~~with ~~medical~~their ~~providers~~customers ~~can~~for ~~store,~~case ~~index,~~booking ~~search,~~and ~~retrieve,~~communication. ~~and~~This ~~modify~~not ~~all~~only ~~aspects~~eliminates ofcostly amistakes ~~patient’s~~but ~~medical~~also ~~records~~saves valuable time allowing them to ~~provide~~work amore ~~paperless~~efficiently. ~~office~~We ~~that~~also ~~can~~give ~~eliminate~~the ~~bottlenecks~~companies inthat they represent a ~~patient~~compelling ~~work~~platform ~~flow~~to promote new devices and techniques to their surgeon and hospital customers through marketing experiences in the app.

~~Our~~Virtual ~~potential~~Physician’s ~~for~~Network ~~success~~ will ~~depend~~provide ~~upon~~support ~~our~~and ~~ability~~training to: these organizations to effectively promote the use of their Virtual Physicians Network app throughout the beta rollout in 2015.

~~(i) develop~~Healthcare ~~project~~Professional ~~synergy~~members ~~where~~experience ~~our products are designed for projects to work both independently as well as in a multiple product suite;~~

~~(ii)~~We ~~develop~~plan ~~enhanced~~on ~~workflow~~releasing ~~and~~our ~~customization~~Healthcare byProfessional ~~creating~~experience ain ~~system~~v. ~~workflow~~2.0 ~~that~~of ~~will~~the ~~adopt~~Virtual anPhysician’s ~~existing~~Network ~~practices~~mobile ~~workflow~~app asin ~~opposed~~Q2 toof ~~the~~2015. ~~practice~~This ~~needing~~experience towill ~~change~~have ~~their~~four ~~process~~core ~~and~~tools ~~ideology~~for ~~based~~healthcare onprofessionals ~~the~~to ~~systems~~effectively ~~constraints.~~be ~~While~~linked to the ~~main~~surgeons ~~portions~~and ofvendors ~~the~~that ~~software~~are ~~suite~~working ~~must~~in betheir ~~standardized,~~hospitals ~~customization~~and ~~will~~surgery becenters. ~~allowed~~These totools ~~accomplish~~include: ~~individual~~My ~~practice~~Cases, ~~goals;~~My Messages, Education and Product Info.

~~(iii) Training~~This –gives ~~All~~all ~~our~~healthcare ~~customers~~professionals ~~will~~that ~~receive~~are ~~training~~involved ~~before,~~in ~~during,~~these surgical events the ability to instantly keep track of and ~~after~~privately ~~implementation~~respond to ~~fully~~all ~~understand~~requests ~~how~~and ~~the~~communications ~~systems~~between ~~are~~their ~~designed~~surgeons and vendors. It also provides them with an intuitive and quick reference to beindustry ~~used~~specific education and product information.

2Professional Societies and Associations

~~Project~~Each ~~Development~~year ~~Timeline~~there -are ~~Complete~~over 2,000 medical societies and associations that have an annual meeting. These industry meetings host large numbers of their membership and are sponsored by medical device and pharma companies. They typically include surgeons that are industry thought leaders as faculty for each meeting and focus on the latest techniques, procedures, treatments and technology most relevant to their specialties.

·We ~~June~~plan ~~2010~~on -showcasing ~~EHR~~the ~~research~~Virtual ~~and~~Physician’s ~~early~~Network ~~prototyping~~technology at many of these key meeting over the next 18 months. These industry meetings represent an excellent marketing opportunity for Virtual Physician’s Network to gain adoption from all of their targeted stakeholders who attend these events together.

·Virtual ~~Oct~~Physician’s ~~2010~~Network -also ~~Final~~provides ~~draft~~these ~~SDLC~~organizations ~~design~~with ~~submission~~a more effective way to deliver Continuing Medical Education (CME) experiences, ~~final~~meeting ~~relational~~information, and ~~logic~~other ~~models~~educational ~~achieved~~experiences to their membership through the Virtual Physician’s Network app.

~~· Dec 2010 Beta Status - Database relational logic~~TouchPACS

·With ~~Dec~~a ~~2010~~growing ~~Alpha~~PACS ~~Status~~market -and ~~Implementation~~an 1emergent ~~components~~Electronic Medical Record (“EMR”) market, ~~servers~~we plan to provide a technically advanced but cost effective combined solution to medical practices that have been largely ignored by existing vendors. We will offer as a primary foundation technology, a digital imaging and communications in medicine (“DICOM”) viewer on innovative hardware, a fully Certification Commission for Healthcare Information Technology (“CCHIT”) certified EMR solution, and safe and efficient storage of diagnostic images both as individual clinical assets and as parts of a larger enterprise.

~~· Jan 2011 Beta Status - Implementation 1 components, servers~~4

·Our ~~July~~goal ~~2011~~is ~~Final~~to bring a fully integrated PACS/RIS/EMR package to QAmarket -within ~~Implementation~~a 1realistic ~~components~~timeframe in order to meet FDA and the American Recovery and Reinvestment Act of 2009 (“ARRA”) standards, ~~servers~~starting with an innovative EMR framework as a basis for future product expansions. The stated project goal is to begin marketing a combined PACS/RIS/EMR solution in 2015. With a CCHIT qualified EMR fully integrated with TouchPACS, we will be qualified for ARRA reimbursement.

·The ~~December~~PACS ~~2011~~will –support the DICOM v3 standards for both communication and visualization as a solution, a scope of service contained within the boundaries of the total TouchEMR package. PACS is being modularized this way in order to allow for other such future standards/relational forks as laboratory control or inpatient expansion. PACS will be deemed as v1 complete upon clearance of Food and Drug Administration (“FDA”) ~~Class~~Class2 2certification ~~Submission~~with all parts intact, and EMR v1 will be considered v1 complete on receiving CCHIT certification. PACS/EMR will be implemented to include all necessary hardware and configuration for ~~TouchPACS~~a customer, such that our expected target audience is considered “computer illiterate” and will not be expected to provide implementation equipment independently. To that end, simplification of very complex workflow and diagnostic processes is a central focus within our developed interfaces. We propose that smart implementation of clinical software as a workflow client/server process will allow us to market both products (PACS and EMR) as either standalone or paired.

~~· January 2012 – FDA Class 2 Approved~~Technology

~~Creating~~Over athe ~~Comprehensive~~next ~~Healthcare~~18 ~~Technology~~months ~~Solution.~~Touch Medical Solutions plans:

~~Currently,~~To ~~one~~market ofboth ~~the~~individually ~~key~~and ~~barriers~~combined toas ~~EMR~~a ~~use~~full isPractice ~~the~~Management ~~lack~~suite ~~of synergy between~~ the ~~EMR~~following ~~and other clinical data systems (such as lab, radiology, and referral systems).~~ products:

~~All~~TouchERP ~~practices~~- ~~that~~Medical ~~have installed EMR system recently or are planning to implement an EMR system must recognize that EMR is the~~ Enterprise Resource Planning (“~~ERP~~Medical Enterprise RP”) ~~system~~–Is designed for ~~every~~a ~~practice.~~complete ~~ERP~~solution isto anvarious ~~enterprise-wide~~business ~~information~~sectors, ~~system~~including ~~designed~~healthcare. toA ~~coordinate~~combination ~~all~~of ~~the~~products ~~resources,~~providing ~~information~~Clinical Management, ~~and~~Resource ~~activities~~Management, ~~needed~~Financial toManagement, ~~complete~~and ~~the~~a ~~processes~~Practice ofInformation ~~your~~System, ~~practice.~~that ~~This~~are ~~requires~~critical ~~subject matter expertise~~ to ~~properly~~the ~~align~~medical apractices ~~practice~~in ~~with~~today’s ~~its~~healthcare ~~EMR needs~~industry.

~~Similarly,~~TouchPMS ~~when~~– aPractice ~~patient~~Management ~~walks~~Suite – ~~into~~This is a ~~clinic,~~category ~~everyone~~of insoftware ~~the~~that ~~clinic~~deals ~~from~~with the ~~front~~day-to-day ~~desk,~~operations ~~through~~of ~~the~~a ~~middle~~medical ~~office~~practice. ~~and~~Such ~~back~~software ~~office~~frequently toallows ~~partners~~users ~~such~~to ascapture ~~pharmacies,~~patient ~~labs~~demographics, ~~referring~~schedule ~~physicians~~appointments, ~~and~~maintain ~~hospitals~~lists ~~will~~of ~~all~~insurance bepayers, ~~affected. Seeing~~perform anbilling ~~EMR~~tasks, ~~from this perspective is critical for EMR's successful~~ and ~~efficient~~generate ~~implementation~~reports.

~~The~~TouchEMR ~~provider's~~– ~~usage~~Electronic ofMedical ~~EMR~~(Health) Record – This is ~~only~~a ~~twenty~~locally ~~percent~~kept ~~(20%)~~copy of the ~~use~~patient ofhealth information located at each applicable healthcare provider, which can then be merged with the ~~entire~~central ~~system~~EHR record as diagnostic information changes. ~~For~~This anrecord ~~EMR~~can to be ~~efficient~~kept ~~and~~in ~~successful~~any applicable form, ~~all~~as ~~those~~long ~~involved~~as --it ~~patients,~~contains ~~employees,~~the ~~and~~basic ~~partners~~pieces --of ~~must~~information benecessary onto ~~one~~resynchronize ~~single~~with ~~unified~~a ~~platform~~central provider.

~~While~~TouchRIS–Radiology ~~PACS~~Information ~~has~~System ~~enjoyed~~– aThis ~~growing~~is ~~market,~~a ~~EMR~~computerized ~~has~~database ~~traditionally~~used ~~been~~by ~~implemented~~radiology ~~via~~departments ~~non-standard, “one-off”, task dedicated solutions. This has led~~ to ~~care facilities~~store, ~~which~~manipulate ~~are~~and ~~attempting~~distribute topatient ~~mix~~radiological data and ~~match~~imagery. aThe ~~plethora of~~ system ~~types~~generally toconsists ~~form~~of apatient ~~complete~~tracking ~~software~~and ~~solution~~scheduling, ~~and~~result ~~without~~reporting ~~standards,~~and ~~prior~~image totracking ~~the~~capabilities. ~~HHS~~RIS ~~final~~complements ~~Ruling,~~HIS ~~July~~(Hospital ~~2010,~~Information ~~these~~Systems) ~~amalgam~~and ~~solutions~~is ~~have~~critical ~~led~~ to ~~very~~efficient ~~complex~~workflow ~~and~~to ~~expensive~~radiology ~~problems of interaction and intercommunication~~practices.

WeTouchPACS ~~believe~~– ~~that~~Picture anArchiving ~~enterprise~~and ~~software~~Communications ~~solution~~Systems ~~for~~- aIn ~~typical~~medical ~~small~~imaging, ~~clinic~~PACS orhave ~~hospital~~been ~~should~~developed ~~function as glue~~ to ~~model~~provide ~~the~~economical ~~business processes with~~storage, ~~holding~~rapid ~~together~~retrieval ~~their~~of ~~varying laboratory~~images, ~~diagnostic~~access ~~imaging,~~to ~~medical~~images ~~record,~~acquired ~~and~~with ~~workflow~~multiple ~~needs. Most practices have engaged in a best of breed philosophy selecting PACS~~modalities, ~~EMR, HIS, based predominately on its own qualifications~~ and ~~not~~simultaneous ~~focusing~~access onat ~~how~~multiple ~~these systems might interact and need to co-exist in the same infrastructure~~sites.

~~Cross~~TouchPHR ~~implementation~~– ofPersonal ~~different~~Health ~~software~~Record – ~~models~~This ~~has~~is ~~led~~an toabstract ~~chaos~~definition inof ~~many~~copies ~~historical~~of ~~clinical~~patient ~~implementations~~electronic byhealth ~~other~~record ~~companies~~information, ~~due~~such toas ~~lack~~radiology ofstudies ~~enforceable~~or ~~standards.~~lab ~~With DICOM solidifying~~results, ~~and~~which ~~now~~are ~~with~~provided ~~the~~to ~~impending~~a ~~new~~clinic ~~EMR~~by ~~enforcement~~a ofpatient ~~selective standards~~ in ~~the~~electronic ~~near~~form. This ~~future, we believe it~~ is ~~important~~relative to ~~model~~any ~~software~~type ~~around the entire idea~~ of ~~the~~portable ~~clinical~~copy ~~software~~device, ~~workflow~~such ~~from~~ a ~~single~~CDR ~~design~~or ~~with~~USB, anand ~~enforceable~~defines ~~foundation~~import toand ~~ensure~~export ~~that~~guidance ~~each~~for ofmerging ~~the~~copies ~~parts~~into ~~are~~a ~~held~~local to(practice belevel) ~~clinically valid~~EMR.

ToTouchTranscription ~~build~~– Integrates avoice ~~uniform~~recording ~~idea~~and ofdigital ~~medical~~scripting ~~interoperability,~~into ~~we believe that~~ the ~~larger,~~patient more expensive corporate design of software is too monolithic to allow architects to model enforcement of multiple standards simultaneously, and that by using a smaller development team with a broader understanding of how clinical technology standards evolve and interconnect, we can possibly evolve a software product line which can deliver a quality product to fit those needs at a much lower price point than our competitorsrecord.

ByTouchPaperlessOffice – ~~incorporating~~Through the ~~PACS~~use ~~into the design~~ of ~~the~~a ~~TouchEMR~~Paperless ~~products~~Office Solution, wemedical ~~strive~~providers ~~for~~can ~~tight~~store, ~~integration~~index, ~~while allowing for services including online prescriptions~~search, ~~valid integrated medical coding (CPT)~~retrieve, and ~~insurance~~modify ~~validation~~all ~~and~~aspects ~~billing integration among others. To these ends, the development target for the first release~~ of ~~TouchEMR~~a ispatient’s tomedical ~~certify~~records ~~the product for reimbursement qualification under the ARRA (Recovery Act) plan. This will allow us~~ to ~~market~~provide ~~either as~~ a ~~PACS~~paperless ~~standalone~~office ~~product or as an evolved EMR product~~ that can beeliminate ~~installed~~bottlenecks asin a ~~software~~patient ~~suite~~work flow.

~~Establishing~~Our ~~qualification~~potential ~~as a product goal, our products are standards-based designs, allowing~~ for ~~their~~success ~~use among existing platforms and~~ will ~~incorporate~~depend ~~large~~upon ~~portions~~our ofability ~~the HL7, IHE, and DICOM standards. Our current product goal for the EMR suite of software is~~ to: ~~complete CCHIT certification, and by default ARRA certification, by the end of 2013.~~

3(i)

~~PACS~~develop project synergy where our products are designed for projects to work both independently as well as in a multiple product suite;

~~In the 2nd quarter of 2013, we plan bring to market our Enterprise PACS system~~ (~~TouchPACS~~ii) at a competitive price point. The focus of TouchPACS is to keep hardware and subscription costs affordable, making it an option for any size or type of clinical practice. In addition to a traditional PACS system on-site, TouchPACS will also offer offsite content storage, automated backup solutions, and remote software access via a web based portal product. These traditionally have been separate offerings and have represented a significant integration challenge for the small to mid-sized medical practice. We plan that TouchPACS will also provide the ability to link multiple offices, providing practices the ability to have a single system supporting all sites in which they practice.

~~Clinical~~develop ~~Trial~~enhanced ~~Management~~workflow and customization by creating a system workflow that will adopt an existing practices workflow as opposed to the practice needing to change their process and ideology based on the systems constraints. While the main portions of the software suite must be standardized, customization will be allowed to accomplish individual practice goals; and

~~In the 3rd quarter of 2014, we plan to launch a Clinical Trial Management Solution or Laboratory Information System~~ (~~TouchCT~~iii). Both the Clinical Trial Management Solutions and the TouchEMR product share many core requirements offering an opportunity to expand functionality of the TouchEMR product to satisfy trial management needs. An electronic Clinical Trial Management system can provide service to drug development and medical research companies who are in the process of bringing clinical products to market in a newly regulated (by government mandate, required by 2014) drug certification process.

~~Form~~Training ~~Factor~~– All our customers will receive training before, during, and after implementation to fully understand how the systems are designed to be used.

~~Our products will offer multiple suite configurations to fit customer needs. We will offer both traditional wall- mounted displays as well as portable laptops and tablet computers.~~ 5

Management is of the opinion that having a portable solution will be most useful for physicians who treat patients in multiple locations as well as for other situations where the flexibility of being mobile is required.PACS

WeIn 2015, we plan bring to market our Enterprise PACS system (TouchPACS) at a competitive price point. The focus of TouchPACS is to keep hardware and subscription costs affordable, making it an option for any size or type of clinical practice. In addition to a traditional PACS system on-site, TouchPACS will also ~~provide~~offer offsite content storage, automated backup solutions, and remote software access via a web based ~~DICOM~~portal ~~viewer~~product. These traditionally have been separate offerings and have represented a significant integration challenge for the small to mid-sized medical practice. We plan that TouchPACS will ~~allow~~also ~~image~~provide ~~presentation~~the onability ~~smartphones~~to ~~including:~~link multiple offices, providing practices the ability to have a single system supporting all sites in which they practice.

~~(i) iPhones~~Clinical Trial Management

By the end of 2015, we plan to launch a Clinical Trial Management Solution or Laboratory Information System (iiTouchCT) ~~BlackBerry~~. Both the Clinical Trial Management Solutions and the TouchEMR product share many core requirements offering an opportunity to expand functionality of the TouchEMR product to satisfy trial management needs. An electronic Clinical Trial Management system can provide service to drug development and medical research companies who are in the process of bringing clinical products to market in a newly regulated drug certification process.

~~(iii) Android,~~Form ~~and~~Factor

~~(iv) other~~Our ~~Operating~~products ~~Systems~~will offer multiple suite configurations to fit customer needs. We will offer both traditional wall- mounted displays as well as portable laptops and tablet computers.

~~but~~Management ~~these~~is ~~will~~of bethe ~~used~~opinion ~~for~~that ~~preliminary~~having ~~diagnostics~~a ~~only~~portable ~~(wet~~solution ~~read),~~will asbe ~~such~~most ~~devices~~useful ~~must~~for bephysicians ~~FDA~~who ~~Class-3~~treat ~~approved~~patients byin ~~equipment~~multiple ~~manufacturers~~locations inas ~~order~~well toas befor ~~used~~other ~~for~~situations ~~final~~where ~~reads~~the inflexibility aof ~~clinical~~being ~~setting~~mobile is required.

~~Our~~We ~~systems~~ will ~~offer~~also aprovide ~~touch screen display allowing easy manipulation of images without the need to sit at~~ a ~~workstation~~web ~~with~~based aDICOM ~~mouse~~viewer ~~and~~that ~~keyboard except where this is clinically required. Utilizing modern touch screen interface technology~~ will beallow ~~attractive~~image topresentation ~~physicians~~on ~~who~~smartphones ~~want to be ahead of the technology curve, or where a physician or physician assistant will be more effective without being tied to a keyboarded workspace.~~including:

~~For fully integrated PACS consumers, a multi-monitor diagnostic station solution will be used to assure full conformance with DICOM and diagnostic imaging standards.~~(i)

~~Project Overview and Highlights~~iPhones

~~· Product Design~~(ii)

~~o Standards-Based Design~~Android

§but ~~Uses~~these ~~HL7~~will be used for ~~Document~~preliminary ~~Formatting,~~diagnostics ~~Government~~only ~~Reporting~~(wet read), ~~and~~as ~~Procedure~~such ~~Interaction~~devices ~~within~~must ~~the~~be ~~Logic~~FDA ~~Model~~Class-3 approved by equipment manufacturers in order to be used for final reads in a clinical setting.

§Our ~~PACS~~systems will offer a touch screen display allowing easy manipulation of images without the need to sit at a workstation with a mouse and keyboard except where this is ~~based~~clinically onrequired. ~~DICOM~~Utilizing v3modern touch screen interface technology will be attractive to physicians who want to be ahead of the technology curve, or where a physician or physician assistant will be more effective without being tied to a keyboarded workspace.

§For ~~EMR~~fully isintegrated ~~based~~PACS onconsumers, ~~HL7~~a v2multi-monitor diagnostic station solution will be used to assure full conformance with DICOM and diagnostic imaging standards.51

~~§ Documents use the HL7-CDA model (v3), and storage is Adobe PDF, making exports and translation uniform~~Standards

§DICOM Product uses the National Library of Medicine (NLM) Meta-thesaurus vocabularies, allowing precise coding of Rx (RxNorm, UNII, National Drug File), Insurance (CPT-4, CPT-2010), and Diseases and Problems (ICD-9, ICD-10, SNOMED, LOINC), and Drug allergies (UNII, NDF). TouchPACS is a registered Vendor with the NLM, and is licensed to resell all included vocabularies.Standard

4Our imaging solutions are based on the DICOM medical imaging standard, as the service is compatible with virtually every digital imaging modality and PACS in use today. This makes it a solution for orthopedists, obstetricians, family practice physicians, dentists, and chiropractors, in addition to the traditional radiology market. Increasingly, small non-radiological clinics make limited use of imaging as part of their everyday practice; we will provide a simplified, but industrial quality, answer to their software needs.

~~o Using Microsoft Products~~Platform

§We ~~All~~will ~~products~~rely ~~programmed~~on inMicrosoft MStechnologies as the backbone of our systems. By utilizing the Microsoft Visual C# development tools, and the Microsoft Visual Studio .NET 2008/2010 development environments, management is of the opinion that TouchPACS will be able to leverage Microsoft’s extensive coding library and features, and to provide an assured vendor as a foundation technology partner for our customers. We will use Microsoft Team Foundation Server to enforce an Agile software development and design philosophy. This philosophy emphasizes close collaboration between the programmer team and business experts, face-to-face communication, frequent delivery of new deployable business value and tight, self-organizing teams.

~~§ All products Version Controlled and managed via MS Team Server~~6

§DICOM ~~Centrally deployed on MS SQL Server 2008~~Viewer

oWe ~~Royalty~~will ~~Free~~provide a DICOM viewer offering advanced layering, image manipulation and other features that are typically used in large-scale implementations. By utilizing touch screen technology, we will provide a feature to a physician looking to demonstrate technology advancement to its patients. We will seeking FDA Class-2 certification for diagnostic imaging modality classifications, and will publish a formal DICOM conformance statement as a function of the development process. We are not seeking certification for use with Digital Mammography (“MG”) during stage one development, but will seek to display high resolution MG in a non-diagnostic format. The viewer product typically will deploy as a multi-monitor diagnostic station, and a touch-based tablet application, and will include a module for internet-based reading as part of the EMR portal project that we are attempting to develop.

§Workflow ~~All components (excepting MS Database and Server Licensing) are royalty free, and under no distribution restrictions~~Clients

oWe ~~Service-Based~~will ~~Returns~~provide support to our clients; in addition to DICOM PACS stations, for supporting medical records as a foundation of our product suite, including but not limited to:

~~§ Systems are typically sold turn-keyed with all equipment, and should provide company service revenue going forward from a customer purchase~~ (~~maintenance costs, recurring~~i). transcription,

~~· Product Testing and Documentation~~(ii) management,

o(iii) paperless ~~PACS will require Product Class-2 Certification with FDA following product development cycle~~workstation, ~~expected end of Q1 2011.~~and

o(iv) export ~~Documentation Foundation~~ and ~~methods~~reporting ~~using~~clients. ~~Microsoft implementation of Agile Software Development, a proven methodology for managing software development products~~

oThe ~~Integrated~~clients’ ~~build~~products will be designed to work within the touch-based format or touch-assisted in cases like transcription, and ~~test~~are ~~environment~~intended ~~using~~to ~~Microsoft~~be ~~Team~~deployed ~~Foundation~~on ~~Server~~our branded encapsulated workstations and tablets.

~~· Pilot Launch~~Servers

oTouchPACS ~~The~~has ~~PACS~~products ~~product~~to isserve ~~expected~~both Health Level 7 (“HL7”), a standard for exchanging information between medical applications and DICOM formatted messages natively, and allows for implementations to ~~market~~be unified to ~~beta~~a ~~both~~central ~~EMR~~server or split into multiple servers, based on the scale needs of each customer. TouchPACS is also developing web based portal system to allow for patient scheduling, non-diagnostic review, referring physician review, and ~~PACS~~remote diagnostic reading capabilities. The web portal system ~~designs~~will be implemented in Q2a compatible way with both DICOM and HL7 needs in mind, ~~2013~~allowing for a PACS web product to be developed concurrently with the EMR web product.

·Government ~~Staffing and Budget~~Regulation

oAccording ~~Development~~to ~~Staff~~the FDA, a "device" is: "an instrument, apparatus, implement, machine, contrivance, implant, in vitro reagent, or other similar or related article, including a component part, or accessory which is recognized in the official National Formulary, or the United States Pharmacopoeia, or any supplement to them, intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment, or prevention of disease, in man or other animals, or intended to affect the structure or any function of the body of man or other animals, and which does not achieve any of its primary intended purposes through chemical action within or on the body of man or other animals and which is not dependent upon being metabolized for the achievement of any of its primary intended purposes."

§The ~~Software~~FDA ~~Architect~~classifies devices as either Class I/~~Team~~II-exempt, ~~Lead~~Class II, or Class III.

§Class ~~DICOM~~III: Pre-Marketing Approval, or PMA: A Pre-Marketing Approval or PMA is the most stringent type of device marketing application required by FDA. A PMA is an application submitted to FDA to request clearance to market, or to continue marketing of a Class III medical device. A PMA is usually required for products with which FDA has little previous experience and ~~PACS~~in ~~developer~~such cases where the safety and efficacy must be fully demonstrated on the product. The level of documentation is more extensive than for a 510(k) application and the review timeline is usually longer. Under this level of FDA approval, the manufacturing facility will be inspected as well as the clinical sites where the clinical trials are being or have been conducted. All the appropriate documents have to be compiled and available on demand by the FDA. The manufacturing facility is registered with the FDA and the product or device is registered with the FDA.

§Class ~~HL7~~II: 510(k). This is one level down from the PMA and ~~EMR~~it ~~developer~~is applied to devices with which the FDA has had previous experience. A 510(k) is a pre-marketing submission made to FDA to demonstrate that the device to be marketed is as safe and effective, that is, substantially equivalent, to a legally marketed device that is not subject to pre-market approval. Applicants must compare their 510(k) device to one or more similar devices currently on the U.S. market and make and support their substantial equivalency claims. The legally marketed device to which equivalence is drawn is known as the "predicate" device. Applicants must submit descriptive data and, when necessary, performance data to establish that their device is SE to a predicate device. Again, the data in a 510(k) is to show

~~§ Web Developer~~7

§comparability, ~~Internal~~that ~~Documentation~~is, substantial equivalency (SE) of a new device to a predicate device. Under this level of approval, the manufacturing facility is registered with the FDA and QAthe ~~management~~product or device is registered with the FDA. Inspections under this classification are possible. All the appropriate cGMP and clinical data backing the claims made must be on file and available on demand by the FDA.

oClass ~~Equipment~~I/II ~~Expenses~~Exemption: This is the lowest level of scrutiny. Most Class I devices and a few Class II devices are exempt from the pre-marketing notification requirements subject to the limitations on exemptions. However, these devices are not exempt from other general controls. All medical devices must be manufactured under a quality assurance program, be suitable for the intended use, be adequately packaged and properly labeled, and have establishment registration and device listing forms on file with the FDA.

§In ~~Installation~~January ~~Costs~~2012, the TouchPACS software suite received a Class II 510(k) clearance from the FDA.

§Effect ~~Backup~~of ~~Solution~~Compliance ~~Purchasing~~with Federal, State, and Local Provisions for the Protection of the Environment

§We ~~Tapes~~have not incurred and ~~Media~~do not anticipate incurring any expenses associated with environmental laws.

§Main ~~Workstation Purchases~~Competitors

§The ~~Suite~~following ~~Component~~are ~~Purchases~~comparable PACS solutions to a TouchPACS system.

oEmed ~~Recurring~~Fusion/Merge ~~Software Licensure~~Systems http://www.merge.com

~~§ Development Component Upgrades~~Intelerad http://www.intelerad.com/en/index.php

§Fuji ~~Continuing Toolkit Agreements~~Synapse http://www.fujimed.com/

oGE ~~Marketing Costs~~Centricity http://www.gehealthcare.com/centricityenterprise/

oAgfa ~~Delivery Costs~~Impax http://www.agfa.com/en/he/products_services/all_products/impax_enterprise.jsp

§Patents, ~~Role~~Trademarks, ofLicenses ~~pre-sales~~and ~~technician.~~Intellectual Property

§In ~~Hardware~~May 2011, we applied for trademark protection with the United States Trademark and ~~Equipment~~Patent ~~Costs~~Office for the following trademarks:

·a) Touch ~~Servers~~Medical Solutions Touch PACS

·b) Touch ~~Workstations~~Medical Solutions TouchEMR

·c) Touch ~~Scanners,~~Medical ~~Fax,~~Solutions ~~Microphones, Pedals, etc.~~TouchPMS

od) Touch ~~Office~~Medical ~~Expenses~~Solutions TouchRIS

§The ~~Rental~~trademarks ~~and~~have ~~Insurance~~not been approved to this date.

~~§ Day to Day costs~~Employees

~~Standards~~We currently have 2 employees: George England is the Company’s President and Chief Executive Officer. Rik J. Deitsch is the Company’s Chief Financial Officer, Secretary, and Treasurer.

~~DICOM~~Report ~~Standard~~to Security Holders

~~Our~~We ~~imaging solutions~~ are ~~based~~subject onto the ~~DICOM~~informational ~~medical~~requirements ~~imaging~~of ~~standard, as~~ the ~~service~~Securities isExchange ~~compatible~~Act ~~with~~of ~~virtually~~1934. ~~every~~Accordingly, ~~digital~~we ~~imaging~~file ~~modality~~annual, quarterly and ~~PACS~~other inreports ~~use~~and ~~today.~~information ~~This~~with ~~makes~~the itSecurities aand ~~solution~~Exchange ~~for~~Commission. ~~orthopedists,~~You ~~obstetricians,~~may ~~family~~read ~~practice~~and ~~physicians,~~copy ~~dentists,~~these ~~and~~reports ~~chiropractors,~~ in ~~addition~~Washington, ~~to the traditional radiology market~~D. ~~Increasingly,~~C. ~~small~~Our ~~non-radiological~~filings ~~clinics~~are ~~make~~also ~~limited~~available ~~use~~to ofthe ~~imaging~~public asfrom ~~part~~commercial ofdocument ~~their~~retrieval ~~everyday~~services ~~practice;~~and wethe ~~will~~Internet ~~provide~~world awide ~~simplified,~~website ~~but~~maintained ~~industrial~~by ~~quality,~~the ~~answer~~Securities toand ~~their~~Exchange ~~software~~Commission ~~needs~~at www.sec.gov.

5Item 1A. Risk Factors

~~Platform~~You should carefully consider the risks described below regarding our operations, financial condition, financing, our common stock and other matters. If any of the following or other material risks actually occur, our business, financial condition, or results or operations could be materially adversely affected.

We will rely on Microsoft technologies as the backbone of our systems. By utilizing the Microsoft Visual C# development tools, and the Microsoft Visual Studio .NET 2008/2010 development environments, management is of the opinion that TouchPACS will be able to leverage Microsoft’s extensive coding library and features, and to provide an assured vendor as a foundation technology partner for our customers. We will use Microsoft Team Foundation Server to enforce an Agile software development and design philosophy. This philosophy emphasizes close collaboration between the programmer team and business experts, face-to-face communication, frequent delivery of new deployable business value and tight, self-organizing teams.8

~~DICOM~~Our ~~Viewer~~ability to continue as a going concern is in doubt absent obtaining adequate new debt or equity financing and achieving sufficient sales levels.

We ~~will~~incurred ~~provide~~net alosses ~~DICOM~~of ~~viewer offering advanced layering~~$2,728,637 ~~image~~for ~~manipulation~~the ~~and~~12 ~~other~~months ~~features~~ended ~~that~~December ~~are~~31, ~~typically~~2014 ~~used~~and $1,101,578 in ~~large-scale~~fiscal ~~implementations~~2013. ByWe ~~utilizing~~anticipate ~~touch~~that ~~screen~~these ~~technology,~~losses we will ~~provide~~continue afor ~~feature~~the toforeseeable afuture. ~~physician~~Our ~~looking~~continued toexistence ~~demonstrate~~is ~~technology~~dependent ~~advancement~~upon toour ~~its~~achieving ~~patients. We~~sufficient ~~will~~sales ~~seeking~~levels ~~FDA~~of ~~Class-2~~our ~~certification~~products ~~for diagnostic imaging modality classifications,~~ and ~~will~~obtaining ~~publish~~adequate afinancing. ~~formal~~Unless ~~DICOM~~we ~~conformance~~can ~~statement~~begin asto agenerate ~~function~~material ofrevenue, ~~the~~we ~~development~~may ~~process. We are~~ not ~~seeking~~be ~~certification~~able ~~for use with Digital Mammography (“MG”) during stage one development, but will seek~~ to ~~display~~remain ~~high resolution MG~~ in ~~a non-diagnostic format~~business. ~~The~~ ~~viewer~~We ~~product~~cannot ~~typically~~assure ~~will~~you ~~deploy~~that aswe ~~a multi-monitor diagnostic station, and a touch-based tablet application, and~~ will ~~include~~raise aenough ~~module~~money ~~for~~or ~~internet-based~~generate ~~reading~~sufficient assales ~~part~~to ofmeet ~~the~~our ~~EMR~~future ~~portal~~working ~~project~~capital ~~that we are attempting to develop~~needs.

~~Workflow~~We ~~Clients~~have no revenue producing history and expect losses to continue for the foreseeable future.

We ~~will~~have ~~provide~~yet ~~support~~ to ~~our~~establish ~~clients;~~any inhistory ~~addition~~of toprofitable ~~DICOM~~operations. ~~PACS~~We ~~stations,~~have ~~for~~incurred ~~supporting~~annual ~~medical~~losses ~~records~~of as$2,728,637 aand ~~foundation~~$1,101,578 during the fiscal years of ~~our~~operations ~~product~~ending ~~suite~~December 31, ~~including~~2014 ~~but~~and ~~not~~2013 ~~limited~~respectively. ~~to:~~Our potential profitability will require the successful commercialization of our medical software products.

~~(i) transcription,~~We will require additional financing to sustain our operations and without it will be unable to continue operations.

~~(ii) management~~At December 31, 2014 we had a working capital deficit of $1,481,959. We have a negative cash flow from operations of $460,528 and $270,560 for the years ended December 31, 2014 and 2013, respectively. We have insufficient financial resources to fund our operations.

~~(iii) paperless~~If ~~workstation~~we cannot sell a sufficient volume of our products, ~~and~~we will be unable to continue in business.

~~(iv) export~~To ~~and~~date, ~~reporting~~we ~~clients~~have no sales of our medical software products. If we cannot achieve sufficient sales or we are unable to secure financing our operations will be negatively affected.

~~The~~We ~~clients’~~have ~~products~~no ~~will~~history beof ~~designed~~generating torevenues ~~work~~on ~~within~~which ~~the~~to ~~touch-based~~evaluate ~~format~~our orpotential ~~touch-assisted~~for infuture ~~cases~~success ~~like~~and ~~transcription,~~to ~~and~~determine ~~are~~if ~~intended~~we towill be ~~deployed~~able onto execute our ~~branded~~business ~~encapsulated~~plan; ~~workstations~~accordingly, it is difficult to evaluate our future prospects and ~~tablets~~the risk of success or failure of our business.

~~Servers~~You must consider our business and prospects in light of the risks and difficulties we will encounter as an early-stage revenue producing company. These risks include:

TouchPACS has products to serve both Health Level 7 (“HL7”), a standard for exchanging information between medical applications and DICOM formatted messages natively, and allows for implementations to be unified to a central server or split into multiple servers, based on the scale needs of each customer. TouchPACS is also developing web based portal system to allow for patient scheduling, non-diagnostic review, referring physician review, and remote diagnostic reading capabilities. The web portal system will be implemented in a compatible way with both DICOM and HL7 needs in mind, allowing for a PACS web product to be developed concurrently with the EMR web product.·

~~Government~~our ~~Regulation~~ability to effectively and efficiently market and distribute our products;

According to the FDA, a "device" is: "an instrument, apparatus, implement, machine, contrivance, implant, in vitro reagent, or other similar or related article, including a component part, or accessory which is recognized in the official National Formulary, or the United States Pharmacopoeia, or any supplement to them, intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment, or prevention of disease, in man or other animals, or intended to affect the structure or any function of the body of man or other animals, and which does not achieve any of its primary intended purposes through chemical action within or on the body of man or other animals and which is not dependent upon being metabolized for the achievement of any of its primary intended purposes."·

~~The~~our ~~FDA~~ability ~~classifies~~to ~~devices~~obtain asmarket ~~either~~acceptance ~~Class~~of ~~I/II-exempt,~~our ~~Class~~current ~~II,~~products orand ~~Class~~future ~~III.~~products that may be developed by us; and

Class III: Pre-Marketing Approval, or PMA: A Pre-Marketing Approval or PMA is the most stringent type of device marketing application required by FDA. A PMA is an application submitted to FDA to request clearance to market, or to continue marketing of a Class III medical device. A PMA is usually required for products with which FDA has little previous experience and in such cases where the safety and efficacy must be fully demonstrated on the product. The level of documentation is more extensive than for a 510(k) application and the review timeline is usually longer. Under this level of FDA approval, the manufacturing facility will be inspected as well as the clinical sites where the clinical trials are being or have been conducted. All the appropriate documents have to be compiled and available on demand by the FDA. The manufacturing facility is registered with the FDA and the product or device is registered with the FDA.·

6our ability to sell our products at competitive prices which exceed our per unit costs.

~~Class~~We ~~II:~~may ~~510(k).~~be ~~This~~unable ~~is one level down from the PMA and it is applied~~ to ~~devices~~address ~~with~~these ~~which~~risks ~~the FDA has had previous experience. A 510(k) is a pre-marketing submission made to FDA to demonstrate that the device to be marketed is as safe~~ and ~~effective~~difficulties, that is, substantially equivalent, to a legally marketed device that is not subject to pre-market approval. Applicants must compare their 510(k) device to one or more similar devices currently on the U.S. market and make and support their substantial equivalency claims. The legally marketed device to which ~~equivalence~~could ismaterially ~~drawn is known as the "predicate" device. Applicants must submit descriptive data~~ and, ~~when~~adversely ~~necessary,~~affect ~~performance~~our ~~data to establish that their device is SE to a predicate device. Again~~revenue, ~~the~~operating ~~data~~results inand aour ~~510(k)~~ability is to ~~show~~continue ~~comparability, that is, substantial equivalency (SE) of a new device~~ to aoperate ~~predicate~~our ~~device~~business. Under this level of approval, the manufacturing facility is registered with the FDA and the product or device is registered with the FDA. Inspections under this classification are possible. All the appropriate cGMP and clinical data backing the claims made must be on file and available on demand by the FDA.

~~Class~~Our ~~I/II~~growth ~~Exemption:~~strategy ~~This~~reflected isin ~~the~~our ~~lowest~~business ~~level~~plan ofmay ~~scrutiny.~~be ~~Most~~unachievable ~~Class~~or Imay ~~devices and a few Class II devices are exempt from the pre-marketing notification requirements subject to the limitations on exemptions. However, these devices are~~ not ~~exempt~~result ~~from~~in ~~other general controls~~profitability. All medical devices must be manufactured under a quality assurance program, be suitable for the intended use, be adequately packaged and properly labeled, and have establishment registration and device listing forms on file with the FDA.

InWe ~~January~~may ~~2012,~~be ~~the~~unable ~~TouchPACS~~to ~~software~~implement ~~suite~~our ~~received~~growth strategy reflected in our business plan rapidly enough for us to achieve profitability. Our growth strategy is dependent on a ~~Class~~number IIof ~~510(k)~~factors, ~~clearance~~including ~~from~~market acceptance of our products and the ~~FDA~~acceptance by the medical community of using these products in practice. We cannot assure you that our products will be purchased in amounts sufficient to attain profitability.

~~Effect~~Among ofother ~~Compliance with Federal~~things, ~~State,~~our ~~and~~efforts ~~Local~~to ~~Provisions~~expand ~~for~~our ~~the~~sales ~~Protection~~will ofbe ~~the~~adversely ~~Environment~~affected if:

~~We have not incurred and do not anticipate incurring any expenses associated with environmental laws.~~·

~~Main~~we ~~Competitors~~are unable to attract sufficient customers to the products we offer in light of the price and other terms required in order for us to attain the level of profitability that will enable us to continue to pursue our growth strategy;

~~The following are comparable PACS solutions to a TouchPACS system.~~ ·

~~Emed~~adequate ~~Fusion/Merge~~penetration ~~Systems http://www.merge.com~~of new markets at reasonable cost becomes impossible limiting the future demand for our products below the level assumed by our business plan;

~~Intelerad http://www.intelerad.com/en/index.php~~·

~~Fuji~~we ~~Synapse http://www.fujimed.com/~~are unable to meet regulatory requirements in the intellectual marketplace that would otherwise allow us for wider distribution; and

~~GE Centricity http://www.gehealthcare.com/centricityenterprise/~~·

~~Agfa~~we ~~Impax http://www~~are unable to meet FDA regulatory requirements that would potentially expand our product base and potential revenues.~~agfa.com/en/he/products_services/all_products/impax_enterprise.jsp~~

~~Patents,~~If ~~Trademarks~~we cannot manage our growth effectively, ~~Licenses~~we ~~and~~may ~~Intellectual~~not ~~Property~~become profitable.

InBusinesses, ~~May~~which ~~2011~~grow rapidly often, have difficulty managing their growth. If we ~~applied~~grow ~~for~~rapidly, ~~trademark~~we ~~protection~~will ~~with~~need ~~the~~to ~~United~~expand ~~States~~our ~~Trademark~~management by recruiting and ~~Patent~~employing ~~Office~~experienced ~~for~~executives and key employees capable of providing the ~~following~~necessary ~~trademarks:~~support. We cannot assure you that our management will be able to manage our growth effectively or successfully.

~~a) Touch Medical Solutions Touch PACS~~9

~~b) Touch~~Among ~~Medical~~other ~~Solutions~~things, ~~TouchEMR~~implementation of our growth strategy would be adversely affected if we were not able to attract sufficient customers to the products and services we offer or plan to offer in light of the price and other terms required in order for us to attain the necessary profitability.

~~c) Touch~~If ~~Medical~~we ~~Solutions~~are ~~TouchPMS~~unable to protect our proprietary technology, our business could be harmed.

~~d) Touch~~Our ~~Medical~~intellectual ~~Solutions~~property, ~~TouchRIS~~including our proprietary software, is our key asset. Competitors may be able to back-engineer our products and compete effectively with us. The cost to prosecute infringements of our intellectual property or the cost to defend our products against patent infringement or other intellectual property litigation by others could be substantial. We cannot assure you that:

~~The trademarks have not been approved to this date.~~·

~~Employees~~patents licensed by us will not be challenged by competitors,

~~We currently have 2 employees: Rik J. Deitsch is the Company’s President and Chief Executive Officer. Jason Barry is the Company’s Chief Financial Officer, Secretary, and Treasurer.~~·

~~Report~~our topatents, ~~Security~~licensed ~~Holders~~and other proprietary rights from third parties will not result in costly litigation;

We are subject to the informational requirements of the Securities Exchange Act of 1934. Accordingly, we file annual, quarterly and other reports and information with the Securities and Exchange Commission. You may read and copy these reports in Washington, D.C. Our filings are also available to the public from commercial document retrieval services and the Internet world wide website maintained by the Securities and Exchange Commission at www.sec.gov.·

7pending and future patent applications will result in issued patents,

~~Item 1A. Risk Factors~~·

~~You should carefully consider~~ the ~~risks~~patents ~~described~~or ~~below regarding~~ our ~~operations,~~other ~~financial~~intellectual ~~condition,~~property ~~financing,~~will ~~our~~be ~~common~~found ~~stock~~to ~~and~~be ~~other~~valid ~~matters. If any of the following~~ or ~~other~~sufficiently ~~material~~broad ~~risks~~to ~~actually~~protect ~~occur,~~these ~~our~~technologies ~~business, financial condition,~~ or ~~results~~provide orus ~~operations~~with ~~could~~a becompetitive ~~materially adversely affected.~~advantage,

~~Our ability to continue as a going concern is in doubt absent obtaining adequate new debt or equity financing and achieving sufficient sales levels.~~·

Weif ~~incurred~~we ~~net~~are ~~losses~~sued ~~of $228,800~~ for ~~the~~patent ~~12 months ended December 31~~infringement, ~~2012~~whether and $551,968 in fiscal 2011. We anticipate that these losses will continue for the foreseeable future. Our continued existence is dependent upon our achieving sufficient sales levels of our products and obtaining adequate financing. Unless we ~~can begin to generate material revenue, we may not be able to remain in business. We cannot assure you that we~~ will ~~raise~~have ~~enough money or generate~~ sufficient ~~sales~~funds to ~~meet~~defend our ~~future~~patents, ~~working capital needs.~~and

~~We have no revenue producing history and expect losses to continue for the foreseeable future.~~·

Wewe ~~have~~will ~~yet~~be tosuccessful ~~establish~~in ~~any~~defending ~~history~~against offuture ~~profitable~~patent ~~operations.~~infringement Weclaims ~~have~~asserted ~~incurred~~against annual losses of $228,800 and $551,968 during the fiscal years of operations ending December 31, 2012 and 2011 respectively. Our potential profitability will require the successful commercialization of our ~~medical software~~ products.

WeShould ~~will~~any ~~require~~risks ~~additional~~pertaining ~~financing~~ to ~~sustain~~the foregoing occur, our ~~operations~~brand ~~and~~name ~~without~~reputation, itresults ~~will~~of beoperation ~~unable~~and torevenues ~~continue~~will ~~operations~~be negatively affected.

~~At December 31, 2012 we had a working capital deficit of $943,585.~~ We ~~have~~are asubject ~~negative~~to ~~cash~~substantial ~~flow~~FDA ~~from~~regulations ~~operations~~which ofmay ~~$105,221~~increase ~~and~~our ~~$343,418~~costs ~~for~~or ~~the~~otherwise ~~years~~adversely ~~ended~~affect ~~December 31, 2012 and 2011, respectively. We have insufficient financial resources to fund~~ our operations.

Our software products are subject to FDA regulations. If we ~~cannot~~fail ~~sell~~to acomply ~~sufficient~~with ~~volume~~current ofor future regulations, the FDA could force us to stop selling our products, weor ~~will~~require beus ~~unable~~to incur substantial costs from adopting measures to ~~continue~~maintain inFDA ~~business~~compliance.

ToLoss ~~date,~~of weany ~~have no sales~~ of our ~~medical~~key ~~software~~personnel ~~products.~~could Ifhave wea ~~cannot~~material ~~achieve~~adverse ~~sufficient~~effect ~~sales~~on ~~or we are unable to secure financing~~ our operations ~~will~~and befinancial ~~negatively affected~~results.

We ~~have~~are nodependent ~~history~~upon a limited number of ~~generating~~our ~~revenues~~employees: on(a) ~~which~~our toChief ~~evaluate~~Executive Officer who directs our ~~potential~~operations; ~~for~~and ~~future~~(b) ~~success~~our Chief Financial Officer who oversees public activities and tofilings. ~~determine~~Our ifsuccess wedepends ~~will~~on bethe ~~able~~continued toservices ~~execute~~of our ~~business~~senior ~~plan;~~management ~~accordingly,~~as itwell isas ~~difficult~~our ability to ~~evaluate~~attract additional members to our ~~future~~management ~~prospects~~and research and development teams. The unexpected loss of the ~~risk~~services of ~~success~~any of our management or ~~failure~~other ofkey personnel could have a material adverse effect upon our ~~business~~operations and financial results.

~~You~~We ~~must~~may ~~consider~~be ~~our~~unable ~~business~~to maintain and ~~prospects~~expand inour ~~light~~business ofif ~~the~~we ~~risks~~are ~~and~~not ~~difficulties~~able weto ~~will~~retain, ~~encounter~~hire asand anintegrate ~~early-stage~~key ~~revenue~~management ~~producing~~and ~~company.~~operating ~~These risks include:~~personnel.

·Our success depends in large part on the continued services and efforts of key management personnel. Competition for such employees is intense and the process of locating key personnel with the combination of skills and attributes required to execute our business strategies may be lengthy. The loss of key personnel could have a material adverse impact on our ability to ~~effectively~~execute ~~and~~our ~~efficiently~~business ~~market~~objectives. ~~and~~We ~~distribute~~do not have any key man life insurance on the lives of any of our ~~products;~~executive officers.

·Risks ~~our~~Related ~~ability~~ to ~~obtain~~Our ~~market~~Common ~~acceptance of our current products and future products that may be developed by us; and~~Stock

·Because the market for our ~~ability~~common tostock ~~sell~~is limited, persons who purchase our ~~products~~common stock may not be able to resell their shares at ~~competitive~~or ~~prices~~above ~~which~~the ~~exceed~~purchase ~~our~~price ~~per~~paid ~~unit~~by ~~costs~~them.

WeOur ~~may~~common bestock ~~unable~~trades toon ~~address~~the ~~these~~OTC-Markets, ~~risks~~which ~~and~~is ~~difficulties,~~not ~~which~~a ~~could~~liquid ~~materially~~market. ~~and~~There ~~adversely~~is ~~affect~~currently only a limited public market for our ~~revenue,~~common ~~operating~~stock. ~~results~~We ~~and~~cannot assure you that an active public market for our ~~ability~~common tostock ~~continue~~will todevelop ~~operate~~or be sustained in the future. If an active market for our ~~business~~common stock does not develop or is not sustained, the price may decline.

~~Our~~Because ~~growth~~we ~~strategy~~are ~~reflected~~subject into ~~our~~the ~~business~~“penny ~~plan~~stock” ~~may~~rules, bebrokers ~~unachievable~~cannot orgenerally ~~may~~solicit ~~not~~the ~~result~~purchase inof ~~profitability~~our common stock, which adversely affects its liquidity and market price.

WeThe ~~may~~SEC behas ~~unable~~adopted regulations, which generally define “penny stock” to ~~implement~~be ~~our~~an ~~growth~~equity ~~strategy~~security ~~reflected~~that inhas ~~our~~a ~~business~~market ~~plan~~price ~~rapidly~~of ~~enough~~less ~~for~~than us$5.00 per share, subject to ~~achieve~~specific ~~profitability~~exemptions. ~~Our~~The ~~growth~~market ~~strategy~~price isof ~~dependent~~our common stock on athe ~~number~~OTCBB ofhas ~~factors,~~been ~~including~~substantially ~~market~~less ~~acceptance~~than of$5.00 ~~our~~per ~~products~~share and therefore we are currently considered a “penny stock” according to SEC rules. This designation requires any broker-dealer selling these securities to disclose certain information concerning the ~~acceptance~~transaction, byobtain a written agreement from the ~~medical~~purchaser ~~community~~and ofdetermine ~~using~~that ~~these~~the ~~products~~purchaser inis ~~practice~~reasonably suitable to purchase the securities. WeThese ~~cannot~~rules ~~assure~~limit ~~you~~the ~~that~~ability of broker-dealers to solicit purchases of our ~~products~~common ~~will~~stock beand ~~purchased~~therefore inreduce ~~amounts~~the ~~sufficient~~liquidity toof ~~attain~~the ~~profitability~~public market for our shares.

~~Among other things, our efforts to expand our sales will be adversely affected if:~~10

·Because wemuch ~~are~~of ~~unable~~our tooutstanding ~~attract~~shares ~~sufficient~~are ~~customers~~freely totradable, ~~the~~sales ~~products~~of wethese ~~offer~~shares incould ~~light~~cause of the market price ~~and~~of ~~other~~our ~~terms~~common ~~required~~stock ~~in order for us~~ to ~~attain~~drop ~~the~~significantly, ~~level~~even ofif ~~profitability~~our ~~that~~business ~~will~~is ~~enable~~performing ~~us to continue to pursue our growth strategy;~~well.

·As ~~adequate~~of ~~penetration~~December of31, ~~new~~2014, ~~markets~~we athad ~~reasonable~~351,999,486 ~~cost~~outstanding ~~becomes~~shares ~~impossible~~that ~~limiting~~were subject to the ~~future~~limitations ~~demand~~of ~~for~~Rule 144 under the Securities Act of 1933. In general, Rule 144 provides that any our ~~products~~non-affiliates, ~~below~~who ~~the~~have ~~level~~held ~~assumed~~restricted bycommon stock for at least six-months, are entitled to sell their restricted stock freely, provided that we stay current in our ~~business~~SEC ~~plan;~~filings. After one year, a non-affiliate may sell without any restrictions.

·An affiliate may sell after one year with the following restrictions: (i) we are ~~unable~~current toin ~~meet~~ours ~~regulatory~~filings, ~~requirements~~(ii) incertain manner of sale provisions, (iii) filing of Form 144, and (iv) volume limitations limiting the ~~intellectual~~sale ~~marketplace~~of shares within any three-month period to a number of shares that ~~would~~does ~~otherwise~~not ~~allow~~exceed us1% ~~for~~of ~~wider~~the ~~distribution;~~total number of outstanding shares. A person who has ceased to be an affiliate at least three months immediately preceding the sale and who has owned such shares of common stock for at least one year is entitled to sell the shares under Rule 144 without regard to any of the limitations described above.

·An weinvestment ~~are~~in ~~unable~~our tocommon ~~meet~~stock ~~FDA~~may ~~regulatory~~be ~~requirements~~diluted ~~that~~in ~~would~~the ~~potentially~~future ~~expand~~as ~~our~~a ~~product~~result ~~base~~of ~~and~~the ~~potential~~issuance ~~revenues~~of additional securities or the exercise of options or warrants.

8In order to raise additional capital to fund our strategic plan, we may issue additional shares of common stock or securities convertible, exchangeable or exercisable into common stock from time to time, which could result in substantial dilution to any person who purchases our common stock. Because we have a negative net tangible book value, purchasers will suffer substantial dilution. We cannot assure you that we will be successful in raising funds from the sale of common stock or other equity securities.

IfSince we ~~cannot~~intend ~~manage~~to retain any earnings for development of our ~~growth~~business ~~effectively~~for the foreseeable future, weyou ~~may~~will likely not ~~become~~receive ~~profitable~~any dividends for the foreseeable future.

~~Businesses,~~We ~~which~~have ~~grow~~not ~~rapidly~~and ~~often,~~do ~~have~~not ~~difficulty~~intend ~~managing~~to ~~their~~pay ~~growth.~~any Ifdividends wein ~~grow~~the ~~rapidly~~foreseeable future, as we ~~will~~intend ~~need~~ to ~~expand~~retain ~~our~~any ~~management~~earnings byfor ~~recruiting~~development and ~~employing~~expansion ~~experienced executives and key employees capable~~ of ~~providing~~our ~~the~~business ~~necessary support~~operations. WeAs ~~cannot~~a ~~assure~~result, you ~~that~~will ~~our~~not ~~management~~receive ~~will~~any bedividends ~~able~~on toyour ~~manage~~investment ~~our~~for ~~growth~~an ~~effectively~~indefinite orperiod ~~successfully~~of time.

~~Among~~Due ~~other~~to ~~things,~~factors ~~implementation~~beyond of our ~~growth~~control, ~~strategy~~our ~~would~~stock ~~be adversely affected if we were not able to attract sufficient customers to the products and services we offer or plan to offer in light of the~~ price ~~and~~may ~~other~~continue ~~terms required in order for us~~ to ~~attain~~be ~~the necessary profitability~~volatile.

IfThe wemarket ~~are~~price ~~unable~~of toour ~~protect~~common ~~our~~stock ~~proprietary~~has ~~technology,~~been ~~our~~and ~~business~~is ~~could~~expected to be ~~harmed~~highly volatile. Any of the following factors could affect the market price of our common stock:

Our intellectual property, including our proprietary software, is our key asset. Competitors may be able to back-engineer our products and compete effectively with us. The cost to prosecute infringements of our intellectual property or the cost to defend our products against patent infringement or other intellectual property litigation by others could be substantial. We cannot assure you that:·

·our ~~patents~~failure ~~licensed~~to bygenerate ~~us will not be challenged by competitors~~revenue,

· ~~our patents, licensed and other proprietary rights from third parties will not result in costly litigation;~~

·our ~~pending~~failure ~~and~~to ~~future~~achieve ~~patent~~and ~~applications~~maintain ~~will result in issued patents~~profitability,

· ~~the patents or our other intellectual property will be found to be valid or sufficiently broad to protect these technologies or provide us with a competitive advantage,~~

·short ifselling ~~we are sued for patent infringement~~activities, ~~whether we will have sufficient funds to defend our patents, and~~

· ~~we will be successful in defending against future patent infringement claims asserted against our products.~~

~~Should~~the ~~any~~sale ~~risks~~of ~~pertaining~~a tolarge ~~the~~amount ~~foregoing~~of ~~occur,~~common ~~our~~stock ~~brand~~by ~~name~~our ~~reputation,~~shareholders ~~results~~including ofthose ~~operation~~who ~~and~~invested ~~revenues~~prior ~~will~~to becommencement ~~negatively~~of ~~affected.~~trading,

~~We are subject to substantial FDA regulations which may increase our costs or otherwise adversely affect our operations.~~·

~~Our~~actual ~~software products are subject to FDA regulations. If we fail to comply with current~~ or ~~future~~anticipated ~~regulations,~~variations ~~the~~in ~~FDA could force us to stop selling~~ our ~~products~~quarterly orresults ~~require~~of ~~us to incur substantial costs from adopting measures to maintain FDA compliance.~~operations,

~~Loss of any of our key personnel could have a material adverse effect on our operations and financial results.~~·

Weannouncements ~~are~~by ~~dependent~~us ~~upon~~or ~~a limited number of~~ our ~~employees:~~competitors ~~(a) our Chief Executive Officer who directs our operations; and (b) our Chief Operating Officer who oversees product development and marketing activities. Our success depends on the continued services~~ of ~~our~~significant ~~senior~~contracts, ~~management~~new asproducts, ~~well~~acquisitions, ascommercial ~~our~~relationships, ~~ability~~joint toventures ~~attract additional members to our management and research and development teams. The unexpected loss of the services of any of our management~~ or ~~other~~capital ~~key personnel could have a material adverse effect upon our operations and financial results.~~commitments,

~~We may be unable to maintain and expand our business if we are not able to retain, hire and integrate key management and operating personnel.~~·

~~Our success depends in large part on~~ the continued services and efforts of key management personnel. Competition for such employees is intense and the process of locating key personnel with the combination of skills and attributes required to execute our business strategies may be lengthy. The loss of ~~key~~major ~~personnel~~customers ~~could~~or ~~have~~product aor ~~material~~component ~~adverse impact on our ability to execute our business objectives. We do not have any key man life insurance on the lives of any of our executive officers.~~suppliers,

~~Risks Related to Our Common Stock~~·

~~Because~~ the ~~market~~loss ~~for~~of ~~our~~significant ~~common~~business ~~stock is limited~~relationships, ~~persons who purchase our common stock may not be able to resell their shares at or above the purchase price paid by them.~~

Our common stock trades on the OTCBB, which is not a liquid market. There is currently only a limited public market for our common stock. We cannot assure you that an active public market for our common stock will develop or be sustained in the future. If an active market for our common stock does not develop or is not sustained, the price may decline.·

9our failure to meet financial analysts’ performance expectations,

~~Because we are subject to the “penny stock” rules, brokers cannot generally solicit the purchase of our common stock, which adversely affects its liquidity and market price.~~·

~~The~~changes ~~SEC~~in ~~has~~earnings ~~adopted~~estimates regulations, which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock on the OTCBB has been substantially less than $5.00 per share and ~~therefore~~recommendations weby ~~are~~financial ~~currently considered a “penny stock” according to SEC rules. This designation requires any broker-dealer selling these securities to disclose certain information concerning the transaction~~analysts, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our common stock and therefore reduce the liquidity of the public market for our shares.or

~~Because much of our outstanding shares are freely tradable, sales of these shares could cause the market price of our common stock to drop significantly, even if our business is performing well.~~·

Aschanges ofin ~~December~~market ~~31,~~valuations ~~2012, we had 161,000,000 outstanding shares that were subject to the limitations~~ of ~~Rule~~similar ~~144 under the Securities Act of 1933~~companies. In general, Rule 144 provides that any our non-affiliates, who have held restricted common stock for at least six-months, are entitled to sell their restricted stock freely, provided that we stay current in our SEC filings. After one year, a non-affiliate may sell without any restrictions.

AnIn ~~affiliate may sell after one year with~~ the ~~following restrictions: (i) we are current in ours filings~~past, ~~(ii)~~following ~~certain~~periods ~~manner~~ of ~~sale~~volatility ~~provisions,~~in ~~(iii) filing of Form 144, and (iv) volume limitations limiting~~ the ~~sale~~market price of ~~shares within any three-month period to~~ a ~~number~~company’s ofsecurities, ~~shares~~securities ~~that~~class ~~does~~action ~~not~~litigation ~~exceed~~has 1%often ofbeen ~~the total number of outstanding shares~~instituted. A ~~person~~securities ~~who~~class ~~has~~action ~~ceased~~suit toagainst beus ancould ~~affiliate~~result atin ~~least~~substantial ~~three~~costs ~~months~~and ~~immediately~~divert ~~preceding~~our ~~the~~management’s ~~sale~~time and ~~who~~attention, ~~has~~which ~~owned~~would ~~such~~otherwise ~~shares~~be ofused ~~common stock for at least one year is entitled~~ to ~~sell~~benefit ~~the~~our ~~shares under Rule 144 without regard to any of the limitations described above~~business.

AnItem ~~investment~~1B. inUnresolved ~~our~~Staff ~~common stock may be diluted in the future as a result of the issuance of additional securities or the exercise of options or warrants.~~Comments

In order to raise additional capital to fund our strategic plan, we may issue additional shares of common stock or securities convertible, exchangeable or exercisable into common stock from time to time, which could result in substantial dilution to any person who purchases our common stock. Because we have a negative net tangible book value, purchasers will suffer substantial dilution. We cannot assure you that we will be successful in raising funds from the sale of common stock or other equity securities.None

~~Since we intend to retain any earnings for development of our business for the foreseeable future, you will likely not receive any dividends for the foreseeable future.~~11

WeItem ~~have not and do not intend to pay any dividends in the foreseeable future, as we intend to retain any earnings for development and expansion of our business operations~~2. ~~As a result, you will not receive any dividends on your investment for an indefinite period of time.~~Properties

~~Due~~As toof ~~factors~~February ~~beyond~~1, ~~our~~2013, ~~control~~we shared office approximately 250 square feet at 12502 West Atlantic Blvd, Coral Springs, Florida at no charge. The office is comprised of a reception area, conference room, 3 offices, 2 restrooms and 2 cubicle workstations. We have use of a conference room, reception area, printer, fax and scanning machine. Our offices are adequate for our ~~stock~~needs. ~~price~~Formerly, ~~may~~we ~~continue~~occupied to400 besquare ~~volatile~~feet of space at 3455 University Parkway, Wake Forest University in Wake Forest, North Carolina.

~~The~~Item ~~market price of our common stock has been and is expected to be highly volatile~~3. ~~Any~~Legal ~~of the following factors could affect the market price of our common stock:~~Proceedings

·We are not a party to any pending legal proceedings where any officer, director, affiliate of owner of 5% or more of our ~~failure~~common stock is adverse to ~~generate~~us ~~revenue~~or where the amount of damages claimed, exclusive of interest and costs, exceeds ten percent of our current assets. Pursuant to the terms of the Merger, responsibility for any liability emerging from our pre-merger business relies wholly with our pre-merger management.

·Item ~~our~~4. ~~failure~~Mine toSafety ~~achieve and maintain profitability,~~Disclosures

~~· short selling activities,~~None

·PART ~~the sale of a large amount of common stock by our shareholders including those who invested prior to commencement of trading,~~II

·Market ~~announcements by us or our competitors of significant contracts, new products, acquisitions, commercial relationships, joint ventures or capital commitments,~~Information

·Our common stock is quoted on the ~~loss~~OTC-Markets ofunder ~~major~~the ~~customers~~trading orsymbol ~~product~~"DMHI". orThe ~~component~~stock ~~suppliers~~began active trading on the OTCBB on January 10, 2013 and has traded at prices between $0.001 and $0.25. At December 31, 2014, the closing bid price of our common stock was $0.0023.

·Penny ~~the~~Stock ~~loss of significant business relationships,~~Considerations

·Our ~~our~~shares ~~failure~~of common stock are "penny stocks" as that term is generally defined in the Securities Exchange Act of 1934 as equity securities with a price of less than $5.00. Our shares are subject to ~~meet~~rules ~~financial~~that ~~analysts’~~impose ~~performance~~sales ~~expectations,~~practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

·Under ~~changes~~the inpenny ~~earnings~~stock ~~estimates~~regulations, a broker-dealer selling a penny stock to anyone other than an established customer or "accredited investor" must make a special suitability determination regarding the purchaser and ~~recommendations~~must byreceive ~~financial~~the ~~analysts~~purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an accredited investor.

·In ~~changes~~addition, inunder ~~market~~the ~~valuations~~penny ofstock ~~similar~~regulations ~~companies.~~the broker-dealer is required to:

10·

~~In the past~~Deliver, ~~following~~prior ~~periods~~to ofany ~~volatility~~transaction ininvolving ~~the market price of~~ a ~~company’s~~penny ~~securities~~stock, ~~securities~~a ~~class~~disclosure ~~action~~schedule ~~litigation~~prepared ~~has~~by ~~often~~the ~~been~~Securities ~~instituted.~~and AExchange ~~securities~~Commission ~~class~~relating ~~action~~to ~~suit~~the ~~against~~penny usstock ~~could~~market, ~~result~~unless inthe ~~substantial~~broker-dealer ~~costs~~or ~~and~~the ~~divert~~transaction ~~our~~is ~~management’s time and attention, which would~~ otherwise ~~be used to benefit our business.~~exempt;

~~Item 1B. Unresolved Staff Comments~~·

~~None~~Disclose commission payable to the broker-dealer and its registered representatives and current bid and offer quotations for the securities;

~~Item 2. Properties~~·

AsSend ofmonthly ~~February~~statements 1,disclosing ~~2013,~~recent weprice ~~sub-leased~~information ~~approximately~~pertaining ~~250~~to ~~square~~the ~~feet~~penny atstock ~~12502~~held ~~West~~in ~~Atlantic Blvd, Coral Springs, Florida. We share offices that are comprised of~~ a ~~reception~~customer's ~~area~~account, ~~conference~~the ~~room,~~account's 3value ~~offices, 2 restrooms~~ and 2information ~~cubicle~~regarding workstations. We have use of a conference room, reception area, printer, fax and scanning machine. Our offices are adequate for our needs. Our lease term is for a period of 3 years. We pay monthly rent of approximately $500 for the ~~current~~limited ~~year~~market ~~2013. Formerly, we occupied 400 square feet of space at 3455 University Parkway, Wake Forest University~~ in ~~Wake~~penny ~~Forest,~~stocks; ~~North Carolina.~~and

~~Item 3. Legal Proceedings~~·

WeMake ~~are not~~ a ~~party~~special towritten ~~any~~determination ~~pending~~that ~~legal~~the ~~proceedings~~penny ~~where any officer, director, affiliate of owner of 5% or more of our common~~ stock is ~~adverse~~a tosuitable usinvestment orfor ~~where~~ the ~~amount~~purchaser ~~of damages claimed, exclusive of interest~~ and ~~costs,~~receive ~~exceeds~~the ~~ten~~purchaser's ~~percent~~written ofagreement ~~our current assets. Pursuant~~ to the ~~terms of the Merger~~transaction, ~~responsibility~~prior ~~for~~to conducting any ~~liability~~penny ~~emerging~~stock ~~from~~transaction ~~our~~in ~~pre-merger~~the ~~business~~customer's ~~relies wholly with our pre-merger management~~account.

~~Item~~Because 4of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of shareholders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. ~~Mine~~These ~~Safety~~additional ~~Disclosures~~sales practice and disclosure requirements could impede the sale of our securities. In addition, the liquidity for our securities may be adversely affected, with a corresponding decrease in the price of our securities. Our shares are subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

~~None~~12

~~PART II~~Holders

~~Item~~As 5of April 13, 2015, based upon records obtained from our transfer agent, there were 16 holders of record of our common stock. ~~Market~~Our transfer agent records does not account for ~~Registrant’s~~other ~~Common~~holders ~~Equity;~~of ~~Related~~our ~~Stockholder~~common ~~Matters~~stock that are held in street name or by broker dealers as custodian for individual holders and ~~Issuer~~beneficiaries of ~~Purchases~~our stock. We have one class of ~~Equity~~common ~~Securities~~stock outstanding.

~~Market Information~~Dividends

~~Our~~We have not declared any cash dividends on our common stock issince ~~quoted~~our oninception ~~the~~and ~~over-the-counter~~do ~~(“OTCBB”)~~not ~~under~~anticipate ~~the~~paying ~~trading~~such ~~symbol~~dividends ~~"DMHI".~~in Asthe offoreseeable ~~December~~future. ~~31,~~We ~~2012~~plan ~~there~~to ~~was~~retain noany ~~public~~future ~~market~~earnings for ~~our~~use ~~Common~~in ~~Stock~~our business. ~~The~~ ~~stock~~Any ~~began~~decisions ~~active~~as ~~trading~~to onfuture ~~the~~payment ~~OTCBB~~of dividends will depend on ~~January~~our ~~10,~~earnings ~~2013~~and financial position and ~~has~~such ~~traded~~other atfactors ~~prices~~as ~~between~~our ~~$0.008~~Board ~~and $0.25.~~of AtDirectors ~~April~~deems 1,relevant. ~~2013,~~There toare ~~closing bid~~no ~~price of~~restrictions contained in our ~~common~~bylaws ~~stock~~or ~~was~~otherwise $0pertaining to our issuing dividends.~~01.~~

~~Penny~~Recent ~~Stock~~Sales ~~Considerations~~of Unregistered Securities

~~Our~~During ~~shares~~January, of2014, ~~common~~the ~~stock~~Company ~~are~~issued ~~"penny~~5,000,000 ~~stocks"~~shares asof ~~that term is generally defined in~~ the ~~Securities~~Company’s ~~Exchange~~common ~~Act~~stock ofto ~~1934~~a assubscriber ~~equity~~at ~~securities with~~ a price ofper ~~less~~share ~~than~~of $50.~~00.~~01 ~~Our~~for ~~shares~~total ~~are~~proceeds ~~subject~~of ~~to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock~~$50,000.

~~Under~~During ~~the~~February, ~~penny stock regulations~~2014, athe ~~broker-dealer~~Company ~~selling~~issued a5,000,000 ~~penny~~shares ~~stock~~of ~~to anyone other than an established customer or "accredited investor" must make a special suitability determination regarding~~ the ~~purchaser and must receive the purchaser'~~Company’s ~~written~~restricted ~~consent~~common tostock ~~the transaction prior~~ to ~~the~~a ~~sale,~~consultant ~~unless~~for ~~the~~consulting ~~broker-dealer~~services isfor ~~otherwise exempt. Generally, an individual with~~ a ~~net~~term ~~worth~~of inone ~~excess~~year. ofThe ~~$1,000,000~~shares orwere ~~annual~~valued ~~income~~at ~~exceeding~~ $~~200,000~~0.02 ~~individually~~per ~~or $300~~share,~~000~~ ~~together~~the ~~with~~closing ~~his~~price orof ~~her~~the ~~spouse~~stock ison ~~considered~~the andate ~~accredited~~of ~~investor~~grant.

InDuring ~~addition~~February, ~~under~~2014, the ~~penny~~Company ~~stock~~issued ~~regulations~~5,000,000 shares of the ~~broker-dealer~~Company’s isrestricted ~~required~~common stock to: a consultant for consulting services for a term of one year. The shares were valued at $0.015 per share, the closing price of the stock on the date of grant.

·During ~~Deliver~~March, ~~prior~~2014, tothe ~~any~~Company ~~transaction~~granted ~~involving~~ a ~~penny~~total ~~stock~~of 5,000,000 shares of the Company’s restricted common stock to a ~~disclosure~~consultant ~~schedule~~for ~~prepared~~consulting byservices ~~the~~for ~~Securities~~a term from six months. The 1,500,000 shares were issued, and ~~Exchange~~the ~~Commission~~remaining ~~relating~~3,500,000 toshares will be issued in connection with the ~~penny~~agreement ~~stock~~following ~~market~~the filing of a new S-8 Stock Plan. The 3,500,000 ~~unless~~shares were accrued in common stocks issuable with a fair value of $35,000. The shares were valued at $0.01 per share, the ~~broker-dealer~~closing orprice of the ~~transaction~~stock ison ~~otherwise~~the ~~exempt;~~date of grant.

·During ~~Disclose~~March, ~~commission~~2014, ~~payable~~the toCompany granted 7,000,000 shares of the ~~broker-dealer~~Company’s ~~and~~common ~~its~~stock ~~registered~~to ~~representatives~~a ~~and~~subscriber ~~current~~at ~~bid~~a ~~and~~price ~~offer~~per ~~quotations~~share of $0.005 for total proceeds of $35,000. These shares were accrued in common stock issuable at March 31, 2014 as the ~~securities;~~shares were not issued until April 2014.

·During ~~Send~~April, ~~monthly~~2014, ~~statements~~the ~~disclosing~~Company ~~recent~~issued ~~price~~7,000,000 ~~information~~shares ~~pertaining~~of to the ~~penny~~Company’s common stock ~~held~~to in a ~~customer's~~subscriber ~~account,~~at ~~the~~a ~~account's~~price ~~value~~per ~~and~~share ~~information~~of ~~regarding~~$0.005 ~~the~~for ~~limited~~total ~~market~~proceeds inof ~~penny~~$35,000. ~~stocks; and~~

·During ~~Make~~August, 2014, the Company issued a ~~special~~total ~~written~~of ~~determination~~5,000,000 ~~that~~shares of the ~~penny~~Company’s ~~stock~~restricted iscommon astock ~~suitable~~to ~~investment~~two consultants for ~~the~~consulting ~~purchaser~~services ~~and~~rendered. ~~receive~~The ~~the~~shares ~~purchaser's~~were ~~written~~valued ~~agreement~~at to$0.007 ~~the~~per ~~transaction~~share, ~~prior~~the toclosing ~~conducting~~price ~~any~~of ~~penny~~the stock ~~transaction~~on in the ~~customer's~~date ~~account~~of grant.

11During September, 2014, the Company issued 10,000,000 shares of the Company’s restricted common stock to a consultant for consulting services for a term of one year. The shares were valued at $0.006 per share, the closing price of the stock on the date of grant.

~~Because~~During ofSeptember ~~these~~through ~~regulations~~December, ~~broker-dealers~~2014, ~~may~~following ~~encounter~~the ~~difficulties~~convertible innote ~~their~~agreement ~~attempt~~in tothe ~~sell~~amount ~~shares~~ of ~~our common stock~~$40,000 ~~which~~on ~~may~~March ~~affect~~3, 2014, the ~~ability~~debt ofholder ~~shareholders~~made tothe ~~sell~~following ~~their~~conversions ~~shares~~of ina ~~the~~total ~~secondary~~of ~~market~~22,106,486 ~~and~~shares ~~have~~of the ~~effect~~company’s ofrestricted ~~reducing~~stock ~~the~~satisfying ~~level~~$40,000 of ~~trading activity in~~ the ~~secondary~~note ~~market.~~with ~~These~~a ~~additional~~fair ~~sales~~value ~~practice~~of ~~and~~$89,441 ~~disclosure~~included ~~requirements~~in ~~could impede~~ the ~~sale~~fair value of ~~our securities. In addition~~$89,441 ~~the~~was ~~liquidity~~settlement ~~for~~of ~~our~~derivative ~~securities~~liability ~~may~~of be$49,441. ~~adversely~~The ~~affected,~~Company ~~with~~recorded a ~~corresponding~~loss ~~decrease in the price~~ of ~~our~~$2,324 ~~securities.~~for ~~Our~~additional shares ~~are~~issued ~~subject~~during tothe ~~such~~conversion ~~penny~~than ~~stock~~what ~~rules~~was ~~and~~called ~~our~~for ~~shareholders will,~~ in ~~all~~the ~~likelihood,~~original ~~find it difficult to sell their securities~~agreement.

Holders


Date	Number of shares converted	Fair Value of Debt Converted
9/15/2014	6,708,698	$30,634
9/22/2014	6,719,753	$29,523
10/7/2014	2,904,864	$15,155
12/4/2014	5,773,171	$14,129

As of March 15, 2013, based upon records obtained from our transfer agent, there were 2 holders of record of our common stock. Our transfer agent records does not account for other holders of our common stock that are held in street name or by broker dealers as custodian for individual holders and beneficiaries of our stock. We have one class of common stock outstanding.13

~~Dividends~~During October through December, 2014, following the convertible note agreement in the amount of $50,000 on March 31, 2014, the debt holder made the following conversions of a total of 19,893,000 shares of the company’s restricted stock satisfying $32,438 of the note with a fair value of $81,451, included in the fair value of $81,451 was settlement of derivative liability of $49,013. The Company recorded a gain of $12,550 for less shares issued during the conversion than what was called for in the original agreement.

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payment of dividends will depend on our earnings and financial position and such other factors as our Board of Directors deems relevant. There are no restrictions contained in our bylaws or otherwise pertaining to our issuing dividends.


Date	Number of shares converted	Fair Value of Debt Converted
10/20/2014	1,724,137	$13,334
10/30/2014	1,785,714	$13,596
11/10/2014	1,851,851	$12,573
12/15/2014	14,531,298	$41,948

~~Recent~~During ~~Sales~~February through March, 2014, following the convertible note agreement in the amount of ~~Unregistered~~$50,000 ~~Securities~~on March 31, 2014, the debt holder made the conversions of a total of 19,962,450 shares of the company’s restricted stock satisfying the remaining amount of the $19,961 of the note in full.

InDuring ~~connection~~April, ~~with the Share Exchange~~2014, following the ~~previous~~convertible ~~shareholders~~note ofagreement ~~TMSI~~in ~~received~~the ~~Twenty~~amount ~~Five~~of ~~Million shares (25~~$50,000~~,000)~~ ofon ~~our~~May ~~common~~5, ~~stock. The 25~~2014,~~000,000~~ ~~shares of our common stock which were issued to~~ the ~~shareholders~~debt asholder ofmade the ~~effective~~conversions ~~date~~ of ~~the~~a ~~Share~~total ~~Exchange, were not registered under the Securities Act~~ of ~~1933~~19, ~~as amended~~000,000 ~~but~~shares ~~were~~of ~~issued in reliance upon~~ the ~~exemption~~company’s ~~from~~restricted ~~registration~~stock ~~provided~~satisfying by$19,000 ~~Section 4(2)~~ of the ~~Securities Act and/or Regulation D promulgated under the section, which exempts transactions by an issuer not involving any public offering~~note.

Item 6. Selected Financial Data

As a Smaller Reporting Company, we are not required to provide information required by Item 6.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation

Critical Accounting Policies and Estimates

In preparing the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), we have adopted various accounting policies. Our most significant accounting policies are disclosed in Note 1 to the consolidated financial statements.

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Our estimates and assumptions, including those related to the ability to continue as going concern, legal proceedings, the recoverability of inventory, long-lived assets, the fair value of stock-based compensation and the fair value of warrant liabilities are updated as appropriate, which in most cases is at least quarterly. We base our estimates on historical experience, or various assumptions that are believed to be reasonable under the circumstances and the results form the basis for making judgments about the reported values of assets, liabilities, revenues and expenses. Actual results may materially differ from these estimates.

Estimates are considered to be critical if they meet both of the following criteria: (1) the estimate requires assumptions about material matters that are uncertain at the time the accounting estimates are made, and (2) other materially different estimates could have been reasonably made or material changes in the estimates are reasonably likely to occur from period to period. Our critical accounting estimates include the following:

Revenue Recognition: In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Provision for sales returns will be estimated based on the Company's historical return experience.

Accounts Receivable and Allowance for Doubtful Accounts: Our accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. In determining collectability, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowances.

Inventory Obsolescence: Inventories are valued at the lower of average cost or market value. We periodically perform an evaluation of inventory for excess, impairments and obsolete items. At December 31, 2012, our inventory consisted entirely of raw materials that are utilized in the manufacturing of finished goods. These raw materials generally have expiration dates in excess of 10 years.

1214

Long-Lived Assets: The carrying value of long-lived assets is reviewed annually and on a regular basis for the existence of facts and circumstances that may suggest impairment. If indicators of impairment are present, we determine whether the sum of the estimated undiscounted future cash flows attributable to the long-lived asset in question is less than its carrying amount. If less, we measure the amount of the impairment based on the amount that the carrying value of the impaired asset exceeds the discounted cash flows expected to result from the use and eventual disposal of the impaired assets.

Derivative Financial Instrument: We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, we use the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. For complex embedded derivatives, we use a Dilution-Adjusted Black-Scholes method to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Share-Based Compensation: We record share-based compensation in accordance with FASB ASC 718, Stock Compensation. FASB ASC 718 requires that the cost resulting from all share-based transactions are recorded in the financial statements over the respective service periods. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. FASB ASC 718 also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions.

Accomplishments During ~~2012~~2014 and Subsequent to 2014

On ~~December~~March 1126, ~~2012~~2014 we ~~entered~~announced ~~into~~that awe ~~Share~~were ~~Exchange~~expanding ~~Agreement~~our ~~(the~~Advisory ~~“Exchange~~Board ~~Agreement”)~~in ~~with~~anticipation ~~Touch~~of ~~Medical~~the ~~Solutions,~~completion ~~Inc.~~of ~~(“TMSI”)~~the aannounced ~~Florida~~merger ~~Corporation,~~with ~~and~~ the ~~shareholders~~Virtual ofPhysician's ~~TMSI~~Network (~~the “Shareholders”~~VPN). In ~~connection~~anticipation ~~with~~of the closing, ofDMH ~~this~~is ~~transaction,~~expanding weour ~~acquired~~Advisory ~~all~~Board ofto ~~the~~include ~~issued~~medical ~~and~~professionals ~~outstanding~~that ~~shares~~will ofaid ~~TMSI~~in the testing, ~~which~~utilization ~~resulted~~and inpromotion aof ~~parent-subsidiary~~the ~~relationship~~Company's software products.

~~Results~~On July 24, 2014 we announced that the much-anticipated merger of ~~Operations~~DMHI and Virtual Physicians Network was completed. As anticipated, the CEO of Virtual Physicians Network, George England, assumed the same role for DMHI. The former CEO of DMH International, Rik J Deitsch, will stay on with DMHI and serve as Chairman of the Board.

~~Working~~On ~~Capital~~July 31, 2014 we announced that Miracle Mile Medical Center (MMMC) in Los Angeles, CA has agreed to participate in the beta launch of Virtual Physician's Network (VPN). Miracle Mile Medical Center is located in the heart of the beautiful Miracle Mile District in Los Angeles, CA. Their facility is dedicated to providing quality, clinical care in a compassionate and warm atmosphere. MMMC was founded in 2004 by Gil Tepper, M.D., F.A.C.S. and offers inpatient, outpatient and specialized services to the community. Dr. Tepper is a nationally recognized orthopedic spine surgeon and the current Chief of Staff at MMMC.

	December 31, 2012 $	December 31, 2011 $
Current Assets	64	-
Current Liabilities	943,649	755,903
Working Capital (Deficit)	(943,585)	(755,903)

On August 5, 2014 we announced that Florida Back Institute in Boca Raton, FL had agreed to participate in the beta launch of Virtual Physician's Network (VPN). The Florida Back Institute is located in Boca Raton Florida and was founded in 1989 by Orthopedic Spine Surgeon Jeffrey Fernyhough, M.D. and Neurosurgeon Jordan Davis, M.D. For 25 years the Florida Back Institute has offered a complete multi-specialty treatment approach to spinal disorders.

~~Cash~~On ~~Flows~~August 21, 2014 we announced that Michigan Head and Spine Institute (MHSI) had agreed to participate in the beta launch of Virtual Physician's Network (VPN). The Michigan Head and Spine Institute is one of Michigan's largest groups of neurosurgeons, physiatrists, and neuropsychologists. With 9 locations in the greater southeastern Michigan area, MHSI provides complete care for injuries and diseases related to the head, brain, skull and spine.

	Year ended December 31, 2012 $	Year ended December 31, 2011 $
Cash Flows from (used in) Operating Activities	(105,221)	(343,418)
Cash Flows from (used in) Financing Activities	105,285	343,046
Net Increase (decrease) in Cash During Period	64	(372)

On September 10, 2014 we announced that the Joan C. Edwards School of Medicine at Marshall University in Huntington, West Virginia had agreed to participate in the beta launch of Virtual Physician's Network (VPN).

~~Operating~~On ~~Revenues~~October 8, 2014 we announced that we will be exhibiting at the North American Spine Society (NASS) 2014 annual meeting next month in San Francisco, CA. Our attendance is part of the national launch of the Virtual Physician's Network mobile technology. The NASS annual meeting is one of the largest academic spine meetings in the world where spine care professionals from around the globe will share the latest information, innovative techniques and procedures, best practices, and new technologies.

~~Operating revenues since the Company’s inception has been $nil.~~ 15

~~Operating~~On ~~Expenses~~October ~~and~~23, ~~Net~~2014 ~~Loss~~we announced that we had agreed to a partnership with Rapid Improvement, Inc., a Natural Language Processing (NLP) technology company in Washington, D.C. This new added feature to the Virtual Physicians Network mobile platform will enhance the value of VPN to their users as well as add an additional revenue stream for DMHI in the form of analytics reporting.

~~During~~On ~~the year ended~~ December 312, ~~2012,~~2014 ~~the~~we ~~Company~~provided ~~incurred~~updates ~~operating~~from ~~expenses~~the ofrecent ~~$187,682~~NASS ~~and~~annual ~~net~~meeting. ~~loss~~NASS ofconfirmed ~~$228,800~~that ~~compared~~attendance ~~with~~surpassed ~~operating~~last ~~expenses of $521,078 and net loss of $30,890 during the~~ year's ~~ended~~meeting ~~December~~in ~~31,~~New ~~2011~~Orleans. ~~The~~ ~~decrease~~At inthis ~~operating expenses was attributed to lack of new financing which limited the Company’~~year's ~~operating~~meeting ~~activity. During~~there ~~the~~were ~~current period~~2,866 ~~there~~medical ~~was a decrease in professional fees of $28~~attendees,~~936,~~ a384 ~~general~~non-medical ~~increase of $45~~attendees,~~542~~ in323 ~~general~~exhibitor ~~and~~companies ~~administrative expenses,~~ and anover ~~increase of $27~~3,~~500~~000 inexhibitor ~~management fees~~reps.

13On December 4, 2014 we announced that we expanded our Medical Advisory Board (MAB) by adding Dr. Jonathan Hyde, M.D. who is a Board Certified Orthopaedic Surgeon specializing in spinal surgery at the South Florida Spine Institute www.southfloridaspine.com in Miami Beach, FL.

~~Liquidity~~On ~~and~~December ~~Capital~~09, ~~Resources~~2014 we announced continued interest from the medical community that sees the value behind the company's Virtual Physician's Network platform, based on follow-up from the recent North American Spine Society (NASS) conference in San Francisco.

AsOn atJanuary ~~December 31~~7, ~~2012,~~2015 we announced the ~~Company’~~release of version 1.2 of the Virtual Physician's ~~cash~~Network mobile healthcare platform that includes new features for both surgeon and ~~total~~vendor ~~asset~~members. ~~balance~~These ~~was~~changes ~~$64~~include: ~~compared~~New tocase ~~$nil~~schedule asviews atand ~~December~~searches 31for surgeons; Edit case status improvements; New content link ability for vendors and surgeons; Book case improvements for surgeons; New vendor layout for iPhone, ~~2011.~~iPad, Web and Android devices; New case schedule views and searches for vendors; Education added to vendor experience; Product Information added to vendor experience; Added ability to link vendors to booked cases; and Bug fixes and performance improvements

AsOn atMarch ~~December 31~~17, ~~2012,~~2015 ~~the~~we ~~Company~~announced ~~had~~that ~~total~~our ~~liabilities~~Chief ofExecutive ~~$943,649~~Officer ~~compared~~(CEO) ~~with~~George ~~total~~England ~~liabilities~~was ofinterviewed ~~$755~~live on iHeart Radio's Health Tech Talk Live hosted by Ben Chodor and broadcasted nationwide on iHeart Radio / Clear Channel Atlanta Studios - 640 WGST AM. The interview was aired on Saturday,~~903~~ March 7, 2015 at ~~December~~3:00pm 31ET. In this interview, ~~2011~~Mr. ~~The~~ ~~increase~~England indiscussed ~~liabilities~~why ~~are~~it's ~~attributed~~critically important to ~~increases~~keep ofeveryone ~~$105,285~~accountable inamong ~~advance~~all ~~from~~the ~~our~~stakeholders ~~President~~that ~~and~~deliver ~~Director~~care to ~~fund~~patients ~~professional~~especially ~~fees~~around ~~incurred~~the ~~during~~surgical ~~2012~~space. He also discussed how the company is dedicated to help surgeons, medical institutions and an ~~increase~~medical ofvendors ~~$60,000~~improve ~~due~~clinical toand ~~the~~financial ~~Director~~outcomes ofby ~~the~~utilizing ~~Company~~their ~~for~~intuitive ~~unpaid~~mobile ~~management~~healthcare ~~fees~~platform that ~~have~~focuses ~~not~~on ~~been~~these ~~paid~~core ~~due~~values: toincreasing ~~lack~~accountability, ofimproving ~~sufficient~~clinical ~~financing~~outcomes, driving revenue, and saving time and money. The interview can be heard at: https://www.youtube.com/watch?v=z03oki6dERk&feature=youtu.be

AsResults ~~at December 31, 2012, the Company had a working capital deficit~~ of $943,585 compared with a working capital deficit of $755,903 as at December 31, 2011. The increase in the working capital deficit is attributed to higher unpaid obligations due to lack of sufficient cash flow to settle professional fees incurred during 2012. Operations

~~Going~~Working ~~Concern~~Capital

Our ability to continue as a going concern is contingent upon our ability to secure additional financing, increase ownership equity and attain profitable operations. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate.


	December 31, 2014 $	December 31, 2013 $
Current Assets	984	-
Current Liabilities	1,482,943	978,279
Working Capital (Deficit)	(1,481,959)	(978,279)

~~Uncertainties~~Cash ~~and Trends~~Flows

Our operations and possible revenues are dependent now and in the future upon the following factors:


	Year ended December 31, 2014 $	Year ended December 31, 2013 $
Cash Flows used in Operating Activities	(460,528)	(270,560)
Cash Flows used in Investing Activities	(8,053)	-
Cash Flows provided by Financing Activities	469,565	270,496
Net Increase (decrease) in Cash During Period	984	(64)

~~· Whether we successfully develop and commercialize products from our research and development activities.~~16

·Operating ~~If we fail to compete effectively in the intensely competitive medical software area, our operations and market position will be negatively impacted.~~Revenues

·Operating Ifrevenues wesince ~~fail~~the toCompany’s ~~successfully~~inception ~~execute~~has ~~our~~been ~~planned partnering and out-licensing of products or technologies, our future performance will be adversely affected~~$nil.

·Operating ~~The~~Expenses ~~recent economic downturn~~ and ~~related~~Net ~~credit and financial market crisis may adversely affect our ability to obtain financing, conduct our operations and realize opportunities to successfully bring our technologies to market.~~Loss

· During ~~Software~~the ~~industry~~year ~~related~~ended ~~litigation~~December is31, ~~substantial~~2014, ~~and~~the ~~may~~Company ~~continue~~incurred tooperating ~~rise~~expenses of $2,483,864 ~~leading~~compared with $1,044,344 during the year ended December 31, 2013. The increase in operating expenses was attributed to ~~greater~~an ~~costs~~decrease in professional fees of $256,206, an increase in research and ~~unpredictable~~development ~~litigation~~of $87,698, a general decrease of $2,323 in general and administrative expenses and an increase in an impairment loss of goodwill of $1,610,353.

·Other ~~If we fail to comply with extensive legal/regulatory requirements affecting the medical software industry, we will face increased costs, and possibly penalties and business losses.~~expenses

~~Off-Balance~~Total ~~Sheet~~other ~~Arrangements~~expenses for the year ended December 31, 2014 was $244,773, and as compared to total other expenses for the year ended December 31, 2013 of $57,234. The increase of $187,539 and approximately 328% in total other expenses was as a result of an increase in amortization of debt discount from $0 to $181,397, a loss on change in fair value of derivatives from $0 to $4,506 relating to the fluctuation of the liability related to convertible debt carried at fair, an increase of interest expense from $0 to $9,805, and an increase in imputed interest from $57,234 to $59,291 relating to imputed interest at 8% per annum on related party loans. The above mentioned increase is offset by the gain on settlement of convertible debt for $10,226 during the year ended December 31, 2014.

WeNet ~~have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under whom we have:~~Loss

·For Anthe ~~obligation~~year ~~under~~ended December 31, 2014, 2014, the Company recorded a ~~guarantee~~net ~~contract~~loss of $2,728,637 compared with $1,101,578 for the year ended December 31, 2013.

·Liquidity Aand ~~retained~~Capital ~~or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets.~~Resources

·As ~~Any~~at ~~obligation~~December 31, ~~including~~2014, athe ~~contingent~~Company’s ~~obligation,~~cash ~~under~~and atotal ~~contract~~asset ~~that~~balance ~~would~~was be$984, ~~accounted~~compared ~~for~~to $0 as aat ~~derivative~~December ~~instrument~~31, 2013.

·As ~~Any~~at ~~obligation~~December 31, ~~including~~2014, athe ~~contingent~~Company ~~obligation~~had total liabilities of $1,482,943 ~~arising~~compared ~~out~~with total liabilities of a$978,279 ~~variable~~at ~~interest~~December in31, an2013. The ~~unconsolidated~~increase ~~entity~~in ~~that~~liabilities is ~~held~~attributed byto usan increase of $42,788 in accounts payable and ~~material~~an increase of $60,000 due to usthe ~~where~~Director ~~such~~of ~~entity~~the ~~provides~~Company ~~financing~~for unpaid management fees, ~~liquidity~~the increase of $290,362 ~~market~~due ~~risk~~to orconvertible ~~credit~~loans ~~risk~~obtained ~~support~~during to2014, orand ~~engages~~the inincrease ~~leasing~~of $114,649 ~~hedging~~due orto ~~research~~the ~~and~~derivative ~~development~~liabilities ~~services~~related ~~with~~to usthe convertible debt carried at fair value. The above increases were offset by decrease of $3,135 in related party loans due to repayments during 2014.

WeAs doat ~~not~~December ~~have~~31, ~~any~~2014, ~~off-balance~~the ~~sheet~~Company ~~arrangements~~had ~~or commitments that have~~ a ~~current~~working orcapital ~~future~~deficit ~~effect~~of ~~on its financial condition~~$1,481,959 ~~changes~~compared inwith ~~financial~~a ~~condition,~~working ~~revenues~~capital ordeficit ~~expenses, results~~ of ~~operations~~$978,279 ~~liquidity,~~as ~~capital~~at ~~expenditures,~~December ~~or capital resources that is material~~31, ~~other~~2013. The ~~than~~increase ~~those which may be disclosed~~ in ~~this~~the ~~Management’s~~working ~~Discussion~~capital ~~and~~deficit ~~Analysis~~is ofattributed ~~Financial~~to ~~Condition~~higher ~~and~~unpaid ~~the~~obligations ~~audited~~due ~~Consolidated~~to ~~Financial~~lack ~~Statements~~of ~~and~~sufficient ~~related~~cash ~~notes~~flow.

~~Item~~Going ~~7A. Quantitative and Qualitative Disclosures About Market Risk~~Concern

~~Not~~Our ~~applicable~~ability to continue as a going concern is contingent upon our ability to secure additional financing, increase ownership equity and attain profitable operations. WeIn ~~have~~addition, noour ~~investments~~ability to continue as a going concern must be considered in ~~market~~light ~~risk~~of ~~sensitive~~the ~~instruments~~problems, orexpenses and complications frequently encountered in ~~any~~established ~~other~~markets ~~type~~and ~~securities~~the competitive environment in which we operate.

14Uncertainties and Trends

~~Item~~Our 8.operations ~~Financial~~and ~~Statements~~possible revenues are dependent now and ~~Supplementary~~in ~~Data~~the future upon the following factors:

~~DMH INTERNATIONAL, INC.~~·

(AWhether ~~Development~~we ~~Stage~~successfully ~~Company)~~develop and commercialize products from our research and development activities.

~~Financial Statements~~·

~~(Expressed~~If we fail to compete effectively in USthe ~~dollars)~~intensely competitive medical software area, our operations and market position will be negatively impacted.

~~For the years ended December 31, 2012 and 2011~~·

Report of Independent Registered Public Accounting Firm	16
Balance Sheets	17
Statements of Operations	18
Statements of Stockholders’ Deficit	19
Statements of Cash Flows	20
Notes to the Financial Statements	21

If we fail to successfully execute our planned partnering and out-licensing of products or technologies, our future performance will be adversely affected.

15·

~~REPORT~~The OFrecent ~~INDEPENDENT~~economic ~~REGISTERED~~downturn ~~PUBLIC~~and ~~ACCOUNTING~~related ~~FIRM~~credit and financial market crisis may adversely affect our ability to obtain financing, conduct our operations and realize opportunities to successfully bring our technologies to market.

~~To the Board of Directors~~·

~~DMH~~Software ~~International~~industry related litigation is substantial and may continue to rise, ~~Inc.~~leading (Ato ~~Development~~greater ~~Stage~~costs ~~Company)~~and unpredictable litigation.

We have audited the accompanying balance sheets of DMH International, Inc. (A Development Stage Company) as of December 31, 2012 and 2011, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended and for the period from March 26, 2010 (inception) through December 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.17

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit 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.·

InIf ~~our~~we ~~opinion,~~fail ~~the financial statements referred~~ to ~~above~~comply ~~present~~with ~~fairly,~~extensive inlegal/regulatory ~~all~~requirements ~~material~~affecting ~~respects,~~ the ~~financial~~medical ~~position~~software ~~of DMH International~~industry, ~~Inc.~~we (Awill ~~Development~~face ~~Stage~~increased ~~Company) as of December 31~~costs, ~~2012~~ and ~~2011,~~possibly ~~and~~penalties ~~the results of its operations~~ and ~~cash~~business ~~flows for the periods described above in conformity with accounting principles generally accepted in the United States of America~~losses.

~~The~~Off-Balance ~~accompanying~~Sheet financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Arrangements

~~/s/~~We ~~M&K~~have ~~CPAS~~not entered into any transaction, ~~PLLC~~agreement or other contractual arrangement with an entity unconsolidated with us under whom we have:

~~www.mkacpas.com~~·

~~Houston,~~An ~~Texas~~obligation under a guarantee contract.

~~April 4, 2013~~·

16A retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets.

~~DMH INTERNATIONAL, INC.~~·

(AAny ~~Development~~obligation, ~~Stage~~including ~~Company)~~a contingent obligation, under a contract that would be accounted for as a derivative instrument.

~~Balance Sheets~~·

	December 31, 2012 $			December 31, 2011 $
ASSETS
Cash		64			-
Total Assets		64			-
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities		164,884			142,423
Accounts payable – related party		161,522			101,522
Due to related parties		617,243			511,958
Total Liabilities		943,649			755,903
STOCKHOLDERS’ DEFICIT
Preferred stock		-			-
Authorized: 10,000,000 preferred shares with a par value of $0.001 per share; Issued and outstanding: nil preferred shares
Common stock		161,000			25,000
Authorized: 250,000,000 common shares with a par value of $0.001 per share
Issued and outstanding: 161,000,000 and 25,000,000 common shares at December 31, 2012 and 2011, respectively
Additional paid-in capital		(85,532	)		9,350
Deficit accumulated during development stage		(1,019,053	)		(790,253	)
Total Stockholders’ Deficit		(943,585	)		(755,903	)
Total Liabilities and Stockholders’ Deficit		64			-

Any obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by us and material to us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with us.

~~(The~~We ~~accompanying~~do ~~notes~~not ~~are~~have anany ~~integral~~off-balance ~~part~~sheet ofarrangements ~~these~~or commitments that have a current or future effect on its financial ~~statements)~~condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material, other than those which may be disclosed in this Management’s Discussion and Analysis of Financial Condition and the audited Consolidated Financial Statements and related notes.

17Item 7A. Quantitative and Qualitative Disclosures about Market Risk

~~DMH~~Not ~~INTERNATIONAL,~~applicable. ~~INC~~We have no investments in market risk sensitive instruments or in any other type securities.

~~(A Development Stage Company)~~18

Item 8. Financial Statements ofand ~~Operations~~Supplementary Data

	For the Year Ended December 31,
	2012 $			2011 $			Accumulated from March 26, 2010 (Date of Inception) to December 31, 2012 $
Revenues		-			-			-
Operating Expenses
General and administrative		58,668			13,126			112,204
Management fees		60,000			32,500			142,500
Professional fees		69,014			97,950			181,764
Wages and salaries		-			377,502			507,117
Total Operating Expenses		187,682			521,078			943,585
Other Expenses
Imputed interest		41,118			30,890			75,468
Total Other Expenses		41,118			30,890			75,468
Net Loss		(228,800	)		(551,968	)		(1,019,053	)
Net Loss per Share – Basic and Diluted		(0.01	)		(0.02	)
Weighted Average Shares Outstanding – Basic and Diluted		32,431,694			25,000,000

DMH INTERNATIONAL, INC.

~~(The~~Consolidated ~~accompanying~~Financial ~~notes~~Statements ~~are an integral part of these financial statements)~~

18For the years ended December 31, 2014 and 2013

~~DMH~~Report ~~INTERNATIONAL~~of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, ~~INC.~~2014 and 2013 Consolidated Statements of Operations for the Years Ended December 31, 2014 and 2013 Consolidated Statements of Cash Flows for the Years Ended December 31, 2014 and 2013 Consolidated Statements of Changes in Stockholders' Deficit for the Years Ended December 31, 2014 and 2013 Notes to Consolidated Financial Statements

~~(A Development Stage Company)~~19

~~Statement~~REPORT ofOF ~~Stockholders’~~INDEPENDENT ~~Equity~~REGISTERED ~~(Deficit)~~PUBLIC ACCOUNTING FIRM

~~From~~To ~~March~~the ~~26,~~Board ~~2010 (Date~~ of ~~Inception) to December 31, 2012~~Directors

	Common Stock
	Shares #		Par Value $		Additional Paid-In Capital $			Deficit Accumulated During the Development Stage $			Total $
Balance – March 26, 2010 (Date of Inception)		-		-		-			-			-
Founders' Shares		25,000,000		25,000		(25,000	)		-			-
Imputed Interest		-		-		3,460			-			3,460
Net loss for the period		-		-					(238,285	)		(238,285	)
Balance – December 31, 2010		25,000,000		25,000		(21,540	)		(238,285	)		(234,825	)
Imputed Interest		-		-		30,890			-			30,890
Net loss for the year		-		-		-			(551,968	)		(551,968	)
Balance – December 31, 2011		25,000,000		25,000		9,350			(790,253	)		(755,903	)
Effect of Reverse Merger		136,000,000		136,000		(136,000	)		-			-
Imputed Interest		-		-		41,118			-			41,118
Net loss for the year		-		-		-			(228,800	)		(228,800	)
Balance – December 31, 2012		161,000,000		161,000		(85,532	)		(1,019,053	)		(943,585	)

DMH International, Inc.

~~(The~~We have audited the accompanying ~~notes~~consolidated ~~are~~balance ansheets ~~integral~~of ~~part~~DMH International, Inc. (the Company) as of December 31, 2014 and 2013 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements) based on our audits.

19We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our 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 DMH ~~INTERNATIONAL~~International, ~~INC~~Inc. as of December 31, 2014 and 2013 and the results of its operations and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.

(AThe ~~Development~~accompanying ~~Stage~~consolidated financial statements have been prepared assuming that the Company) will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Statements~~/s/ ofM&K ~~Cash~~CPAS, ~~Flows~~PLLC

	For the Years Ended
	December 31, 2012 $			December 31, 2011 $			Accumulated from March 26, 2010 (Date of Inception) to December 31, 2012 $
Operating Activities
Net loss for the period		(228,800	)		(551,968	)		(1,019,053	)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest		41,118			30,890			75,468
Changes in operating assets and liabilities:
Accounts Payable – Related Party		60,000			47,637			161,522
Accounts payable and Accrued liabilities		22,461			130,023			164,884
Net Cash Provided By (Used In) Operating Activities		(105,221	)		(343,418	)		(617,179	)
Financing Activities
Due to related parties – borrowings		105,285			364,814			633,920
Due to related parties – repayments		-			(21,768	)		(41,677	)
Proceeds from loan		-			-			25,000
Net Cash Provided By Financing Activities		105,285			343,046			617,243
Increase (decrease) in Cash		64			(372	)		64
Cash – Beginning of Period		-			372			-
Cash – End of Period		64			-			64
Non-cash financing activities:
Transfer of loan		-			25,000			25,000
Effect of reverse merger		136,000			-			136,000

www.mkacpas.com

~~(The~~Houston, ~~accompanying notes are an integral part of these financial statements)~~Texas

20April 13, 2015

~~DMH INTERNATIONAL, INC.~~20

(ADMH ~~Development~~INTERNATIONAL, ~~Stage Company)~~INC.

~~Notes~~Consolidated toBalance ~~the Financial Statements~~Sheets

1. Description of Business and Reverse Acquisition


	December 31,
	2014	2013
	$	$
ASSETS

Cash	984	-
Total Assets	984	-

LIABILITIES

Current Liabilities
Accounts payable and accrued liabilities	266,806	224,018
Accounts payable – related party	281,522	221,522
Due to related parties	529,604	532,739
Convertible debt-net of discount of $27,200 and $0, respectively	290,362	-
Derivative liability	114,649	-
Total Liabilities	1,482,943	978,279

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock
Authorized: 10,000,000 preferred shares with a par value of $0.001 per share; Issued and outstanding: nil preferred shares	-	-
Common stock	352,000	271,500
Authorized: 450,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 351,999,486 and 271,500,000 common shares at December 31, 2014 and 2013, respectively.
Preferred stock issuable	1,600,000	-
Common stock issuable	35,000	-
Additional paid-in capital	1,380,309	870,852
Deficit accumulated	(4,849,268)	(2,120,631)
Total Stockholders’ Equity (Deficit)	(1,481,959)	(978,279)
Total Liabilities and Stockholders’ Equity (Deficit)	984	-

~~a) Description~~(The accompanying notes are an integral part of ~~Business~~these consolidated financial statements)

DMH International, Inc. (the “Company”) was incorporated in the state of Florida on March 26, 2010. The Company is a development stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”.21

~~b) Going~~DMH ~~Concern~~INTERNATIONAL, INC.

~~These~~Consolidated ~~financial~~Statements ~~statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course~~ of business. During the year ended December 31, 2012, the Company has a working capital deficit of $943,585 and accumulated deficit of $1,019,053. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.Operations

c) Reverse Acquisition


	For the years Ended
	December 31,
	2014	2013
	$	$
Revenues	-	-
Operating Expenses
General and administrative	34,164	36,487
Management fees	60,000	60,000
Professional fees	691,651	947,857
Research and development	87,698	-
Impairment of goodwill	1,610,353	-
Total Operating Expenses	2,483,864	1,044,344
Other Expenses
Interest expense	191,202	-
Change in fair value of derivatives	4,506	-
Gain on settlement of debt	(10,226)	-
Imputed interest	59,291	57,234
Total Other Expenses	244,773	57,234
Net Loss	(2,728,637)	(1,101,578)
Net Loss per Share – Basic and Diluted	(0.01)	(0.01)
Weighted Average Shares Outstanding – Basic and Diluted	301,299,705	212,468,493

~~On December 11, 2012, the Company entered into a share exchange agreement with DMH International, Inc.~~ (“DMHI”), a public shell company. Pursuant to the agreement, DMHI acquired all of the outstanding shares of common stock of the Company (100 common shares) by issuing 125,000,000 common shares, comprised of 100,000,000 common shares from the President and Director of the Company and 25,000,000 newly issued common shares. Furthermore, the President and Director of DMHI cancelled 100,000,000 common shares as part of the share exchange agreement. As a result of the share exchange, the former shareholders of the Company controlled approximately 78% of the issued and outstanding common shares of DMHI resulting in a change in control. The ~~transaction~~accompanying ~~was~~notes accounted for as a reverse recapitalization transaction, as DMHI qualifies as a non-operating public shell company given the fact that the Company held nominal net monetary assets, consisting of only cash at the time of merger transaction. As Touch Medical Solutions, Inc. is deemed to be the purchaser for accounting purposes under recapitalization accounting, the equity of the Company is presented as the equity of the combined company and the capital stock account of the Company is adjusted to reflect the part value of the outstanding and issued common stock of the legal acquirer (DMHI) after giving effect to the number of shares issued in the share exchange agreement. Shares retained by DMHI are ~~reflected as~~ an ~~issuance~~integral aspart of ~~the~~these ~~acquisition~~consolidated ~~date~~financial ~~for the historical amount of the net assets of the acquired entity, which in this case is zero.~~statements)

~~2. Summary of Significant Accounting Policies~~22

~~a) Basis~~DMH ofINTERNATIONAL, ~~Presentation and Principles of Consolidation~~INC.

~~The~~Consolidated ~~financial~~Statement ~~statements~~ of ~~the~~Stockholders’ ~~Company~~Equity ~~have been prepared in accordance with accounting principles generally accepted in the United States~~ (~~“US GAAP”~~Deficit) ~~and are expressed in U.S. dollars. All the intercompany accounts and transactions have been eliminated. The Company’s fiscal year end is December 31.~~

~~b) Use~~For ofYears ~~Estimates~~Ended December 31, 2014 and 2013

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and valuation of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.


	Common		Additional	Preferred	Common
	Stock	Par	Paid-In	Stock	Stock	Deficit
	Shares	Value	Capital	Issuable	Issuable	Accumulated	Total
	#	$	$			$	$
Balance – December 31, 2012	161,000,000	161,000	(85,532)	-	-	(1,019,053)	(943,585)
Imputed Interest	-	-	57,234	-	-	-	57,234
Common stock issued in a private placement	39,500,000	39,500	315,500	-	-	-	355,000
Common stock issued for services	71,000,000	71,000	583,650	-	-	-	654,650
Net loss for the period	-	-	-	-	-	(1,101,578)	(1,101,578)
Balance – December 31, 2013	271,500,000	271,500	870,852			(2,120,631)	(978,279)
Imputed Interest	-	-	59,291	-	-	-	59,291
Common stock issued in a private placement	12,000,000	12,000	73,000	-	-	-	85,000
Common stock issued for services	26,500,000	26,500	258,500	-	35,000	-	320,000
Common stock issued for debt conversions	41,999,486	42,000	20,212	-	-	-	62,212
Settlement of derivative liability due to conversions	-	-	98,454	-	-	-	98,454
Preferred stock issuable	-	-	-	1,600,000	-	-	1,600,000
Net loss for the period	-	-	-	-	-	(2,728,637)	(2,728,637)
Balance – December 31, 2014	351,999,486	352,000	1,380,309	1,600,000	35,000	(4,849,268)	(1,481,959)

21(The accompanying notes are an integral part of these consolidated financial statements)

~~DMH INTERNATIONAL, INC.~~23

(ADMH ~~Development~~INTERNATIONAL, ~~Stage Company)~~INC.

~~Notes~~Consolidated toStatements ~~the~~of ~~Financial~~Cash ~~Statements~~Flows

2. Summary of Significant Accounting Policies (continued)


	For the years ended December 31,
	2014	2013
	$	$
Operating Activities
Net loss for the period	(2,728,637)	(1,101,578)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest	59,291	57,234
Amortization of debt discount	181,397	-
Change in fair value of derivatives	4,506	-
Impairment of goodwill	1,610,353
Gain on settlement of convertible debt	(10,226)
Stock issued for services	320,000	654,650
Changes in operating assets and liabilities:
Accounts Payable – Related Party	60,000	60,000
Accounts payable and Accrued liabilities	42,788	59,134
Net Cash Used in Operating Activities	(460,528)	(270,560)
Investing Activities
Cash acquired in merger	11,947	-
Advance paid in connection with merger	(20,000)
Net Cash Used in Investing Activities	(8,053)	-
Financing Activities
Due to related parties – borrowings	58,865	37,500
Due to related parties – repayments	(64,300)	(122,004)
Proceeds from loan	390,000	-
Proceeds from common stock subscribed	85,000	355,000
Net Cash Provided By Financing Activities	469,565	270,496
Increase (decrease) in Cash	984	(64)
Cash – Beginning of Period	-	64
Cash – End of Period	984	-
Non-cash financing activities:
Common stocks issued for debt conversions	72,438	-
Settlement of derivative liability due to conversions	98,454	-
Recognition of derivative liability	208,597

~~c) Cash~~(The ~~and~~accompanying ~~cash~~notes ~~equivalents~~are an integral part of these consolidated financial statements)

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at December 31, 2012 and 2011, the Company had no cash equivalents.24

~~d) Property~~DMH ~~and~~INTERNATIONAL, ~~Equipment~~INC.

~~Property~~Notes ~~and~~to ~~equipment~~Consolidated isFinancial ~~comprised~~Statements of computer equipment and is recorded at cost. The Company amortizes the cost of equipment on a straight-line basis over their estimated useful lives of three years. The Company reviews all property and equipment for impairment annually.

~~e) Revenue~~1. Description ~~Recognition~~of Business and Reverse Acquisition

~~Revenue~~Description ~~will be recognized only when the price is fixed and determinable, persuasive evidence~~ of ~~an arrangement exists, the service has been provided, and collectability is assured. The Company is not exposed to any credit risks as amounts are prepaid prior to performance of services.~~Business

fDMH International, Inc. (the “Company”) ~~Basic~~ ~~and~~was ~~Diluted~~incorporated ~~Net~~in ~~Loss~~the ~~per~~state ~~Share~~of Florida on March 26, 2010.

~~The~~Going Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As at December 31, 2012 and 2011, the Company had no potentially dilutive shares.Concern

~~g) Financial~~These ~~Instruments~~financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the years ended December 31, 2014, the Company has a working capital deficit of $1,481,959 and accumulated deficit of $4,849,268. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~The~~Reverse Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows.Acquisition

~~Level~~On 1December 11, 2012, the Company entered into a share exchange agreement with DMH International, Inc. ~~Observable~~ ~~inputs~~(“DMHI”), ~~such~~a public shell company. Pursuant to the agreement, DMHI acquired all of the outstanding shares of common stock of the Company (100 common shares) by issuing 125,000,000 common shares, comprised of 100,000,000 common shares from the President and Director of the Company and 25,000,000 newly issued common shares. Furthermore, the President and Director of DMHI cancelled 100,000,000 common shares as ~~quoted~~part ~~prices~~of the share exchange agreement. As a result of the share exchange, the former shareholders of the Company controlled approximately 78% of the issued and outstanding common shares of DMHI resulting in ~~active~~a ~~markets;~~change in control. The transaction was accounted for as a reverse recapitalization transaction, as DMHI qualifies as a non-operating public shell company given the fact that the Company held nominal net monetary assets, consisting of only cash at the time of merger transaction. As Touch Medical Solutions, Inc. is deemed to be the purchaser for accounting purposes under recapitalization accounting, the equity of the Company is presented as the equity of the combined company and the capital stock account of the Company is adjusted to reflect the part value of the outstanding and issued common stock of the legal acquirer (DMHI) after giving effect to the number of shares issued in the share exchange agreement. Shares retained by DMHI are reflected as an issuance as of the acquisition date for the historical amount of the net assets of the acquired entity, which in this case is zero.

~~Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and~~Merger

~~Level~~Effective 3July 22, 2014, the Company acquired all of the outstanding shares of Virtual Physician's Network through issuance of 10,000,000 shares of the Company’s convertible preferred stock. ~~Unobservable~~ ~~inputs~~Each inshare ~~which~~of ~~there~~our preferred stock is ~~little~~convertible orinto no20 ~~market~~shares ~~data,~~of ~~which~~our ~~require~~common stock. Virtual Physician's Network was merged into the ~~reporting~~Company ~~entity~~and became the Company’s wholly owned subsidiary. As of December 31, 2014, these shares have not been issued due to ~~develop~~administrative ~~its~~delay. ~~own~~The ~~assumptions~~10,000,000 shares of convertible preferred stocks were accrued in preferred stocks issuable with a fair value of $1,600,000. Each share of convertible preferred stock was valued at 20 times of closing price of common stock price of $0.008 on the date of merger.

~~The Company’s financial instruments are cash, accounts payable, accrued liabilities and amounts due to related parties~~2. Summary ~~The recorded values~~ of ~~cash,~~Significant ~~accounts~~Accounting ~~payable, accrued liabilities and amounts due to related parties approximate their fair values based on their short-term nature.~~Policies

22Basis of Presentation and Principles of Consolidation

~~DMH~~The ~~INTERNATIONAL,~~financial ~~INC~~statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. All the intercompany accounts and transactions have been eliminated. The Company’s fiscal year end is December 31.

(AUse ~~Development~~of ~~Stage Company)~~Estimates

~~Notes~~The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the ~~Financial~~reported ~~Statements~~amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and valuation of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

~~2. Summary of Significant Accounting Policies (continued)~~25

~~The~~DMH ~~following table presents assets that were measured and recognized at fair value as of December 31~~INTERNATIONAL, ~~2012 and the year then ended on a recurring basis:~~INC.

Description

Level 1

Level 2

Level 3

Total Realized Loss

Totals

Notes to Consolidated Financial Statements

~~h) Income~~2. Summary ~~Taxes~~of Significant Accounting Policies (continued)

~~Potential~~Cash ~~benefits~~and ofcash income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.equivalents

~~i) Recent~~The ~~Accounting~~Company ~~Pronouncements~~considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at December 31, 2014 and 2013, the Company had no cash equivalents.

~~The~~Property ~~Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed,~~ and ~~the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations~~Equipment

3Property and equipment is comprised of computer equipment and is recorded at cost. ~~Related~~ The ~~Party~~Company ~~Transactions~~amortizes the cost of equipment on a straight-line basis over their estimated useful lives of three years. The Company reviews all property and equipment for impairment annually.

~~(a) During the year ended December 31, 2012 and 2011, the Company incurred management fees of $60,000 and $32,500, respectively to a company formerly controlled by the CEO of the Company.~~Goodwill

~~(b)~~The AsCompany evaluates the carrying value of ~~December~~goodwill ~~31,~~during ~~2012~~the fourth quarter of each year and ~~2011,~~between annual evaluations if events occur or circumstances change that would more likely than not reduce the ~~Company~~fair ~~owes~~value ~~$99~~of the reporting unit below its carrying amount. Such circumstances could include,~~270~~ ~~and~~but $are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition,~~804~~ toor (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, the ~~CEO~~Company compares the fair value of the ~~Company~~reporting unit to which the goodwill is assigned to the reporting unit's carrying amount, including goodwill. The ~~amounts~~fair ~~owing~~value ~~are~~of ~~unsecured~~the reporting unit is estimated using a combination of the income, ~~non-interest~~or ~~bearing~~discounted cash flows, approach and ~~due~~the onmarket ~~demand~~approach, which utilizes comparable companies' data. AsIf the carrying amount of ~~December~~a ~~31,~~reporting ~~2012~~unit ~~and~~exceeds ~~2011,~~its ~~$161~~fair value,~~472~~ ~~and~~then ~~$101~~the amount of the impairment loss must be measured. The impairment loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount. In calculating the implied fair value of reporting unit goodwill,~~522~~ ~~included~~the infair ~~accounts~~value ~~payable~~of ~~and~~the ~~accrued~~reporting ~~liabilities~~unit is ~~owed~~allocated to all of the other assets and liabilities of that unit based on their fair values. The excess of the fair value of a ~~company~~reporting ~~formerly~~unit ~~controlled~~over bythe amount assigned to its other assets and liabilities is the ~~CEO~~implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. The Company's evaluation of goodwill completed during the 2014 year end resulted in an impairment loss of $1,610,353.

~~(c)~~Revenue As of December 31, 2012 and 2011, the Company owes $518,023 and $509,154, respectively to the Chairman of the Company and companies controlled by him. The amounts owing are unsecured, non-interest bearing, and due on demand. The amount owing has an imputed interest at 8%. Imputed interest at 8% has been expensed and recorded as additional paid-in capital of $41,118 and $28,890 in 2012 and 2011, respectively.Recognition

~~(d)~~Revenue ~~During~~will ~~the~~be ~~year~~recognized ~~ended~~only ~~December~~when ~~31, 2011~~ the ~~Chairman~~price ofis ~~the~~fixed ~~Company~~and ~~repaid a $25~~determinable,~~000~~ ~~loan~~persuasive ~~payable~~evidence ~~due~~of toan aarrangement ~~non-related~~exists, ~~party. This amount was originally borrowed by~~ the ~~Company~~service ~~during~~has ~~the~~been ~~year ended December 31~~provided, ~~2010. The amount was unsecured, non-interest bearing,~~ and ~~due~~collectability onis ~~demand~~assured. The ~~Imputed~~Company ~~interest~~is atnot 8%exposed ~~has~~to ~~been~~any ~~expensed~~credit ~~and~~risks ~~recorded~~ as ~~additional~~amounts ~~paid-in~~are ~~capital~~prepaid ~~on the borrowing~~ prior to ~~repayment~~performance ~~by the Chairman~~ of ~~$2,000 in 2011 and $0 in 2012~~services. ~~As at December 31, 2012, the amount is carried in the $518,023 due to the Chairman.~~

~~4. Common~~Basic ~~shares~~and Diluted Net Loss per Share

OnThe ~~December~~Company ~~11,~~computes ~~2012~~net loss per share in accordance with ASC 260, ~~the~~Earnings ~~Company~~per ~~entered~~Share. ~~into~~ASC a260 ~~share~~requires ~~exchange~~presentation ~~agreement~~of ~~(the~~both ~~“Agreement”)~~basic ~~with~~and ~~DMH~~diluted ~~International~~earnings ~~Inc.~~per share (“~~DMHI~~EPS”), aon ~~Nevada company. Under~~ the ~~terms~~face of the ~~Agreement,~~income ~~the~~statement. ~~Company~~Basic ~~issued~~EPS ~~100%~~is ofcomputed ~~the~~by ~~issued~~dividing ~~and~~net ~~outstanding~~loss available to common ~~shares~~shareholders of(numerator) ~~Touch~~by ~~Medical~~the ~~Solutions,~~weighted ~~Inc.~~average number of shares outstanding (~~“TMSI”~~denominator) induring ~~exchange~~the ~~for~~period. ~~125,000,000~~Diluted ~~common~~EPS ~~shares,~~gives ~~comprised~~effect ofto ~~100,000,000~~all dilutive potential common shares ~~from~~outstanding during the ~~President~~period ~~and~~using ~~Director~~the oftreasury ~~DMHI~~stock method and ~~25,000,000~~convertible ~~newly~~preferred ~~issued~~stock ~~common~~using ~~shares~~the if-converted method. In ~~addition~~computing diluted EPS, the ~~President~~average ~~and~~stock ~~Director~~price offor ~~DMHI~~the ~~returned~~period ~~and~~is ~~cancelled~~used ~~100,000,000~~in ~~common~~determining the number of shares~~. The~~ ~~Agreement~~assumed ~~results~~to inbe ~~management~~purchased ~~and~~from ~~shareholders~~the exercise of ~~TMSI~~stock tooptions ~~hold~~or ~~78%~~warrants. ofDiluted ~~the~~EPS ~~issued~~excludes ~~and~~all ~~outstanding~~dilutive ~~common~~potential shares if their effect is anti dilutive. As of December 31, 2014 and 2013, the Company, ~~resulting~~has in262,244,458 aand ~~reverse~~0 ~~recapitalization~~shares ~~transaction~~convertible ~~(See~~under ~~Note~~note ~~1).~~agreement ~~Following~~that ~~the~~are ~~above~~anti-dilutive ~~events,~~and ~~there~~not ~~were~~included ~~161,000,000~~in ~~shares~~diluted ~~outstanding,~~loss ~~including:~~per share.

Shares		Held By:
125,000,000		TMSI Shareholders
36,000,000		Existing DMHI Shareholders

Financial Instruments

23The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows.

~~DMH~~Level ~~INTERNATIONAL, INC~~1. Observable inputs such as quoted prices in active markets;

(ALevel ~~Development~~2. ~~Stage~~Inputs, ~~Company)~~other than quoted prices in active markets, that are observable either directly or indirectly; and

~~Notes~~Level to3. Unobservable inputs in which there is little or no market data, which require the ~~Financial~~reporting ~~Statements~~entity to develop its own assumptions.

~~5. Income Taxes~~26

~~The~~DMH ~~Company has $989~~INTERNATIONAL,~~824~~ ~~of net operating losses ($824,603 in 2011) carried forward to offset taxable income in future years which expire commencing in fiscal 2032~~INC. The income tax benefit differs from the amount computed by applying the US federal income tax rate of 34% to net loss before income taxes. As at December 31, 2012 and 2011, the Company had no uncertain tax positions.

	December 31, 2012 $			December 31, 2011 $
Net loss carry forward		(1,012,285	)		(824,603	)
Statutory rate		34	%		34	%
Computed expected tax recovery		344,177			280,365
Valuation allowance		(344,177	)		(280,365	)
Income tax provision		–			–

Notes to Consolidated Financial Statements

62. ~~Subsequent~~ Summary ~~Events~~of Significant Accounting Policies (continued)

WeThe ~~have~~Company’s ~~evaluated~~financial ~~subsequent~~instruments ~~events~~are ~~through~~cash, ~~the~~accounts ~~date~~payable, ofaccrued ~~issuance~~liabilities and amounts due to related parties. The recorded values of ~~the~~cash, ~~financial~~accounts ~~statements~~payable, accrued liabilities and ~~did~~amounts ~~not~~due ~~have~~to ~~any~~related ~~material~~parties ~~recognizable~~approximate ~~subsequent~~their ~~events~~fair values based on their short-term nature.

24The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2014 and December 31, 2013 on a recurring basis:

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


		Fair Value Measurements at December 31, 2014
Description		Level 1		Level 2		Level 3		Total Realized Loss
Derivative Liability	$	-	$	-	$	114,649	$	-
Totals	$	-	$	-	$	114,649	$	-

		Fair Value Measurements at December 31, 2013
Description		Level 1		Level 2		Level 3		Total Realized Loss
Derivative Liability	$	-	$	-	$	-	$	-
Totals	$	-	$	-	$	-	$	-

~~None~~Income Taxes

~~Item~~Potential 9Abenefits of income tax losses are not recognized in the accounts until realization is more likely than not. ~~Controls~~The ~~and~~Company ~~Procedures~~has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

~~Section~~Recent 1.Accounting Pronouncements

~~Evaluation~~On ofNovember ~~Disclosure~~2014, ~~Controls~~The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-16—Derivatives and ~~Procedures~~Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods.

AsOn ofNovember ~~December 31~~2014, ~~2012,~~The weFinancial ~~carried~~Accounting ~~out~~Standards anBoard ~~evaluation~~(FASB) ~~under~~issued ~~the~~Accounting ~~supervision~~Standard ~~and~~Update ~~the~~No. ~~participation~~2014-17—Business ofCombinations ~~our~~(Topic ~~Chief~~805): ~~Executive~~Pushdown ~~Officer~~Accounting (a ~~and~~consensus ~~our Chief Financial Officer,~~ of the ~~effectiveness~~FASB ofEmerging ~~our~~Issues ~~disclosure~~Task ~~controls~~Force). The ~~and~~amendments ~~procedures as of December 31, 2012, as defined~~ in ~~Rule~~this ~~13a-15(e)~~Update ~~under~~provide ~~the~~an ~~Securities~~acquired ~~Exchange~~entity ~~Act~~with ofan ~~1934~~option ~~(“Exchange~~to ~~Act”).~~apply ~~Based~~pushdown onaccounting ~~that~~in ~~evaluation,~~its ~~our~~separate ~~management,~~financial ~~including~~statements ~~our~~upon ~~Chief~~occurrence ~~Executive~~of ~~Officer~~an ~~and~~event ~~Chief~~in ~~Financial~~which ~~Officer,~~an ~~concluded~~acquirer ~~that,~~obtains ~~because~~control of the ~~material~~acquired ~~weaknesses~~entity. inThe ~~internal~~amendments ~~control over financial reporting discussed~~ in ~~Management’s~~this ~~Report~~Update onare ~~Internal Control Over Financial Reporting below, our disclosure controls and procedures were not~~ effective, aton aNovember ~~reasonable assurance level~~18, ~~as of December 31, 2012~~2014. InAfter ~~light~~the ofeffective ~~this~~date, wean ~~performed~~acquired ~~additional~~entity ~~post-closing~~can ~~procedures~~make ~~and~~an ~~analyses~~election ~~in order~~ to ~~prepare~~apply the ~~Consolidated~~guidance ~~Financial~~to ~~Statements~~future ~~included~~ change-in-control ~~this~~events ~~report.~~or Asto aits ~~result~~most ofrecent ~~these procedures, we believe our Consolidated Financial Statements included~~ change-in-control ~~this~~event. ~~report present fairly~~However, inif ~~all~~the ~~material respects, our~~ financial ~~condition,~~statements ~~results~~for ofthe ~~operations~~period ~~and~~in ~~cash~~which ~~flows for~~ the ~~periods~~most ~~presented.~~recent A change-in-control ~~system~~event ~~cannot~~occurred ~~provide~~already ~~absolute~~have ~~assurance,~~been ~~however,~~issued ~~that~~or ~~the~~made ~~objectives~~available ofto ~~the~~be ~~controls system are met~~issued, ~~and~~the noapplication ~~evaluation~~ of ~~controls~~this ~~can~~guidance ~~provide~~would ~~absolute~~be ~~assurance~~a ~~that~~change ~~all~~in ~~control~~accounting ~~issues and instances of fraud, if any, with the company have been detected~~principle.

~~Section~~On August 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-15, Presentation of Financial Statements – Going Concerns (Subtopic 205-40): Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

~~Management’s Annual Report on Internal Control over Financial Reporting~~27

~~During~~DMH ~~its evaluation of the effectiveness of internal control over financial reporting as of December 31~~INTERNATIONAL, 2012, our management concluded that its material weaknesses in its internal controls over financial reporting include matters pertaining to the need to enhance the supervision, monitoring and reviewing of financial statement preparation processesINC.

~~Our~~Notes management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is the process designed by and under the supervision of our Chief Executive Officer and Chief Financial Officer, or the persons performing similar functions, to ~~provide~~Consolidated reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America. Management has evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control over Financial ~~Reporting~~Statements - Guidance for Smaller Public Companies. Under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer, our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2012 and concluded that it is ineffective because of the material weaknesses in our internal control over financial reporting described above.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis2. Summary ~~In its assessment~~ of ~~the~~Significant ~~effectiveness~~Accounting ofPolicies ~~internal control over financial reporting as of December 31, 2012, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.~~(continued)

1.In WeJune do2014, ~~not~~the ~~have~~Financial anAccounting ~~Audit~~Standards ~~Committee~~Board –(“FASB”) ~~While~~issued ~~not~~Accounting ~~being~~Standards ~~legally~~Update ~~obligated~~(“ASU”) to2014-10, ~~have~~“Development anStage ~~audit~~Entities”. ~~committee,~~The itamendments isin ~~the~~this ~~management’s~~update ~~view~~remove ~~that~~the ~~such~~definition of a ~~committee,~~development ~~including~~stage aentity from the Master Glossary of the ASC thereby removing the financial ~~expert~~reporting ~~member,~~distinction isbetween andevelopment ~~utmost~~stage ~~important~~entities ~~entity~~and ~~level~~other ~~control~~reporting ~~over~~entities from U.S. GAAP. In addition, the ~~Company’s~~amendments ~~financial~~eliminate ~~statement.~~the ~~Currently~~requirements for development stage entities to (1) present inception-to-date information in the ~~Board~~statements of ~~Directors~~income, ~~acts~~cash inflows, and shareholder equity, (2) label the ~~capacity~~financial statements as those of a development stage entity, (3) disclose a description of the ~~Audit~~development ~~Committee~~stage activities in which the entity is engaged, and ~~does~~(4) ~~not~~disclose ~~include~~in the first year in which the entity is no longer a ~~member~~development stage entity that isin ~~considered~~prior toyears beit ~~independent~~had been in the development stage. The amendments in this update are applied retrospectively. The early adoption of ~~management~~ASU to2014-10 ~~provide~~removed the ~~necessary~~development ~~oversight~~stage ~~over~~entity ~~management’s~~financial ~~activities~~reporting requirements from the Company.

2.In WeJune ~~did~~2014, ~~not~~the ~~maintain~~Financial ~~appropriate~~Accounting ~~cash~~Standards ~~controls~~Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – AsStock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of ~~December~~an ~~31,~~Award ~~2012~~Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the ~~Company~~performance ~~has~~target should not ~~maintained~~be ~~sufficient~~reflected ~~internal~~in ~~controls~~estimating ~~over~~the ~~financial~~grant-date ~~reporting~~fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the ~~cash~~requisite ~~process~~service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, ~~including~~the ~~failure~~remaining tounrecognized ~~segregate~~compensation ~~cash~~cost ~~handling~~should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and ~~accounting~~after ~~functions,~~the requisite service period should reflect the number of awards that are expected to vest and ~~did~~should ~~not~~be ~~require~~adjusted ~~dual~~to ~~signature~~reflect onthose awards that ultimately vest. The requisite service period ends when the ~~Company’s~~employee ~~bank~~can ~~accounts~~cease rendering service and still be eligible to vest in the award if the performance target is achieved. ~~Alternatively~~This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the ~~effects~~amendments ofin ~~poor~~this ~~cash~~Update ~~controls~~either ~~were~~(a) ~~mitigated~~prospectively byto all awards granted or modified after the ~~fact~~effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the ~~Company~~beginning ~~had~~of ~~limited~~the ~~transactions~~earliest annual period presented in ~~their~~the ~~bank~~financial ~~accounts~~statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

3In June 2014, the FASB issued ASU No. We2014-10: ~~did~~Development ~~not~~Stage ~~implement~~Entities ~~appropriate~~(Topic ~~information~~915): ~~technology~~Elimination ~~controls~~of –Certain AsFinancial atReporting ~~December~~Requirements, 31Including an Amendment to Variable Interest Entities Guidance in Topic 810, ~~2012~~Consolidation , to improve financial reporting by reducing the ~~Company~~cost ~~retains~~and ~~copies~~complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial ~~data~~reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and ~~material~~complexity ~~agreements;~~associated ~~however~~with ~~there~~providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is noa ~~formal~~variable ~~procedure~~interest orentity ~~evidence~~on the basis of ~~normal~~the ~~backup~~amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the ~~Company’s~~relevance ~~data~~of orinformation ~~off-site~~provided ~~storage~~to financial statement users by requiring the application of the ~~data~~same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the ~~event~~development stage. The amendments related to the elimination of ~~theft~~inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, ~~misplacement~~which shall be applied prospectively. For public companies, orthose ~~loss~~amendments ~~due~~are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to ~~unmitigated~~have ~~factors~~a material impact on our financial position or results of operations.

25In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated Financial Statements.

~~Accordingly~~In February 2013, the ~~Company~~Financial ~~concluded~~Accounting ~~that~~Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these ~~control~~reclassifications. ~~deficiencies~~Other ~~resulted~~comprehensive inincome aincludes ~~reasonable~~gains ~~possibility~~and losses that aare ~~material~~initially ~~misstatement~~excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ~~annual~~ASU do not change the current requirements for reporting net income or ~~interim~~other comprehensive income in financial statements. ~~will~~All ~~not~~of bethe ~~prevented~~information orthat ~~detected~~this onASU arequires ~~timely~~already ~~basis~~is byrequired to be disclosed elsewhere in the ~~company’s~~financial ~~internal~~statements ~~controls~~under U.S. GAAP. The new amendments will require an organization to:

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2012 based on criteria established in Internal Control—Integrated Framework issued by COSO.28

~~Changes~~DMH inINTERNATIONAL, ~~Internal Control over Financial Reporting~~INC.

~~There~~Notes were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the year ended December 31, 2012 that have materially affected, or is reasonably likely to ~~materially~~Consolidated ~~affect,~~Financial ~~our~~Statements ~~internal control over financial reporting.~~

~~Item 9B~~2. Summary ~~Other~~of ~~Information~~Significant Accounting Policies (continued)

~~None~~·

~~PART~~Present ~~III~~(either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

~~Item 10. Directors and Executive Officers and Corporate Governance~~·

~~Directors~~Cross-reference ~~and~~to ~~Executive~~other ~~Officers~~disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

~~Our~~The ~~Board~~amendments ofapply ~~Directors~~to ~~elects~~all ~~our~~public ~~executive~~and ~~officers~~private ~~annually.~~companies ~~Directors~~that ~~are~~report ~~elected~~items toof ~~hold~~other ~~office~~comprehensive ~~until the next annual meeting~~income. APublic ~~majority~~companies ~~vote of the directors who~~ are ~~in office is~~ required to ~~fill~~comply ~~vacancies~~with ofthese ~~our~~amendments ~~Board~~for ofall ~~Directors~~reporting ~~not~~periods ~~caused~~(interim byand ~~removal~~annual). ~~Each~~The ~~director,~~amendments ~~including~~are aeffective ~~Director~~for ~~elected~~reporting toperiods ~~fill~~beginning aafter ~~vacancy~~December 15, ~~will~~2012, ~~hold~~for ~~office~~public ~~until~~companies. ~~the~~Early ~~expiration~~adoption ofis ~~the~~permitted. ~~term~~The ~~for~~adoption ~~which~~of ~~the~~ASU ~~Director~~No. ~~was~~2013-02 ~~elected~~is ~~and~~not ~~until~~expected ato ~~successor~~have ~~has~~a ~~been~~material ~~elected.~~impact ~~Our~~on ~~directors~~our ~~and~~financial ~~executive~~position ~~officers~~or ~~are~~results asof ~~follows:~~operations.

~~Listed~~In ~~below~~January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are ~~our~~subject ~~executive~~to ~~officers~~the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and ~~directors~~imposed asunintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of ~~December~~the 31offsetting disclosures, ~~2012~~the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

Name	Age	Position with the Company	Director Since
Rik J. Deitsch	45	Chairman, President and Chief Executive Officer	December 11, 2012 - present
Jason Barry	41	Chief Financial Officer, Secretary, Treasurer, Director	December 11, 2012 - present

3. Related Party Transactions

~~Rik~~As Jof December 31, 2014 and 2013, the Company owes $89,216 to the CFO of the Company. ~~Deitsch~~The –amounts ~~President~~owing are unsecured, non-interest bearing, and ~~Chief~~due ~~Executive~~on ~~Officer~~demand. Imputed interest at 8% has been expensed and recorded as additional paid-in capital of $7,137 and $7,555 for the years ended December 31, 2014 and 2013, respectively. As of December 31, 2014 and 2013, $180,000 and $120,000 included in accounts payable is the management fees owed to CFO, respectively. At December 31, 2014 and 2013, $101,522 included in accounts payable and accrued liabilities is owed to a company formerly controlled by the CFO of the Company. These amounts owing are unsecured, non-interest bearing, and due on demand. Imputed interest at 8% has been expensed and recorded as additional paid-in capital of $19,533 and $14,694 for the years ended December 31, 2014 and 2013, respectively.

~~Mr.~~As ~~Deitsch founded Touch Medical Solutions in 2010 and has been the Chairman~~ of ~~the Board President and CEO of the Company since~~ December 31, ~~2012.~~2014 ~~From~~and ~~November 2002 through the present~~2013, ~~Mr. Deitsch has served as~~ the ~~Chief~~Company ~~Executive~~owes ~~Officer of Nutra Pharma Corporation~~$438,088 ~~a public biotechnology company with therapies for the treatment of Multiple Sclerosis, HIV~~ and ~~pain. From February 1998 through November 2002~~$443, ~~Mr. Deitsch served as the President of NDA Consulting Inc.~~523, arespectively ~~biotechnology research group that provided consulting services~~ to the ~~pharmaceutical~~CEO ~~industry.~~and ~~NDA~~companies ~~Consulting~~controlled ~~specialized~~by inhim. ~~the~~The ~~research~~amounts ofowing ~~peptides~~are ~~derived~~unsecured, ~~from~~non-interest ~~Cone Snail venom~~bearing, ~~Cobra venom~~ and ~~Gila~~due ~~Monster~~on ~~venom~~demand. ~~Mr.~~The ~~Deitsch~~amount ~~holds~~owing ~~both~~has aan ~~B.S.~~imputed ininterest ~~Chemistry~~at ~~and an M~~8%.S. Imputed ininterest ~~Biochemistry~~at ~~from~~8% ~~Florida Atlantic University and~~ has ~~conducted~~been ~~clinical~~expensed and ~~laboratory~~recorded ~~research~~as additional paid-in ~~collaboration~~capital ~~with scientists at Duke University Medical Center and the Cleveland Clinic. He is the author~~ of ~~two~~$32,621 ~~books: Are you Agewise: A Guide to Healthy Aging~~ and ~~Invisible~~$26,193 ~~Killers;~~for the ~~Truth~~years ~~About~~ended ~~Environmental~~December ~~Genocide.~~31, ~~Mr.~~2014 ~~Deitsch is an adjunct professor~~ and ~~teaches~~2013, ~~several courses for Florida Atlantic University’s College of Business and Continuing Education Department~~respectively.

~~Jason~~As ~~Barry~~of –December ~~Chief~~31, ~~Financial~~2014 ~~Officer~~and December 31, ~~Secretary~~2013, the Company owes $2,300 and ~~Treasurer~~$0, respectively to a company controlled by a shareholder of the Company.

M4. Convertible ~~Barry~~Notes joined the Company in December 2012. Since joining Touch Medical Solutions in August 2010, Jason Barry has helped grow TMSI from a software vision to an FDA approved medical device. He is responsible for all aspects of development, testing, sales, and marketing activities. Under Jasons leadership Touch Medical has released 2 major software packages for sale (TouchPACS and TouchRIS) and is poised to launch TouchEHR in 2013. From June 2008- August 2010, Jason was founder and CEO at Big Picture Project Management where he provided services as a consultant and project manager for AT&T wireless. At AT&T Jason worked with top technology partners like Apple, HTC, and Motorola, as well as top retail clients like Amazon, Best Buy, and Walmart. Prior to founding Big Picture, Jason was a product specialist at King & Spalding LLP (July 1997- June 2008), a top 50 law firm. At King & Spalding Jason participated in the creation of the first Intranet and extranet products leveraging web based programs and document storage to achieve firm goals.

26On March 3, 2014, the Company issued a convertible redeemable Note in the amount of $40,000. The proceeds were received on March 7, 2014. The Note carries interest at 9% annum and matures on March 3, 2015. The Note holder is entitled to convert all or a portion of the principal into shares of common stock at a conversion price of 58% the average two lowest closing bid price in the 20 trading days prior to the conversion date. During the year ended December 31, 2014, the debt holder made four conversions of a total of 22,106,486 shares of the company’s restricted stock satisfying $40,000 of the note with a fair value of $89,441, included in the fair value of debt balance of $89,441 was settlement of derivative liability of $49,441. The Company recorded a loss of $2,324 for additional shares issued during the conversion than what was called for in the original agreement (See Note 6).

~~Corporate~~On ~~Governance~~March 31, 2014, the Company issued a convertible redeemable Note in the amount of $50,000. The proceeds were received on April 2, 2014. The Note carries interest at 9% annum and matures on March 31, 2015. The Note holder is entitled to convert all or a portion of the principal into shares of common stock at a conversion price of 55% the average two lowest closing bid price in the 20 trading days prior to the conversion date. During the year ended December 31, 2014, the debt holder made four conversions of a total of 19,893,000 shares of the company’s restricted stock satisfying $32,438 of the note with a fair value of $81,451, included in the fair value of debt balance of $81,451 was settlement of derivative liability of $49,013.The Company recorded a gain of $12,550 for less shares issued during the conversion than what was called for in the original agreement (See Note 6).

~~a. Committees~~29

~~(i) Audit~~DMH ~~Committee~~INTERNATIONAL, INC.

~~The~~Notes Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to ~~the~~Consolidated ~~inability~~Financial toStatements ~~attract such a person.~~

~~The Company intends to establish an audit committee of the board of directors, which will consist of independent directors~~4. Convertible ~~The~~Notes audit committee’s duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.(Continued)

~~(ii) Compensation~~On ~~Committee~~May 5, 2014, the Company issued a convertible redeemable Note in the amount of $50,000. The proceeds were received on May 7, 2014. The Note carries interest at 9% annum and matures on March 31, 2015. The Note holder is entitled to convert all or a portion of the principal into shares of common stock at a conversion price of 55% the average two lowest closing bid price in the 20 trading days prior to the conversion date.

WeOn ~~currently~~July do25, ~~not~~2014, ~~have~~the Company issued a ~~compensation~~convertible ~~committee~~redeemable Note in the amount of $250,000. $125,000 each of the ~~Board~~proceeds was received on June 25, 2014 and July 25, 2014, respectively (Total $250,000). The Note carries interest at 8% annum and matured on January 25, 2015. The Note holder is entitled to convert all or a portion of ~~Directors~~the principal into shares of common stock at a conversion price of the lower of $0.01 or 60% the average three lowest VWAP prices in the 15 trading days prior to the conversion date. The ~~Board~~Holder shall not be entitled to convert the Note in connection with that number of ~~Directors~~shares asof Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on a ~~whole~~Conversion ~~determines~~Date, ~~executive~~and ~~compensation~~(ii) the number of shares of Common Stock issuable upon the conversion of the Note would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the issued and outstanding shares of Common Stock of the Borrower on such Conversion Date. Also, the aggregate conversion by the Holder may not exceed 9.99% if a form 13d or equivalent is filed. As described above, the note matured on January 25, 2015 but was satisfied in full with 25,000,000 shares of common stocks per settlement agreement on January 28, 2015 (See Note 9).

In the evaluation of the financing arrangements, the Company concluded that the conversion features did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company elected to account for the hybrid contract under the guidance of ASC 815-15-25-4. The fair values of the Company’s derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a binomial option pricing model. In connection with the issuance of these convertible notes payable, the Company encountered a day-one derivative loss of $41,902 related to the recognition of (~~iii~~i) ~~Nominating~~ ~~Committee~~the hybrid note and (ii) the derivative instrument arising from the fair value measurement due to the fair value of the hybrid note and embedded derivative exceeding the proceeds that the Company received from the arrangement. Therefore, the Company was required to record a loss on the derivative financial instrument. In addition, the fair value will change in future periods, based upon changes in the Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be recognized in changes in fair value of derivatives on the Company’s statement of operations. At December 31, 2014, these convertible note payable, at fair value, were recorded at $114,649 (See Note 5). Accordingly, the company recognized gain of $4,506 in changes in fair value of derivative on the Company’s statement of operations at December 31, 2014

WeIn doaddition, ~~not~~the ~~have~~proceeds aof ~~Nominating~~$208,597 ~~Committee~~received oras ~~similar~~a ~~committee~~result ~~performing~~of ~~similar~~the ~~functions~~issuance ~~nor~~of athese ~~written~~convertible ~~Nominating~~notes ~~Committee~~is ~~Charter.~~attributable ~~Our~~to ~~Board~~the value of ~~Directors~~the ascall aoption ~~whole~~embedded ~~decides~~in ~~such~~the ~~matters~~note, ~~including~~which ~~those~~was ~~that~~recorded ~~would~~as ~~be performed by~~ a ~~standing~~debt ~~nominating~~discount ~~committee.~~and Wewill ~~have~~be ~~not~~amortized ~~yet~~over ~~adopted~~the aterm ~~nominating~~of ~~committee~~the ~~because~~note weunder ~~have~~the ~~not~~interest ~~sufficiently developed revenue-generating operations~~method. WeAmortization ~~do not currently have any specific or minimum criteria~~ for the ~~election~~year ofended ~~nominees~~December to31, ~~our~~2014 ~~Board~~is ~~of Directors nor do we have any process or procedure for evaluating such nominees~~$181,397.

b5. Derivative ~~Shareholder Communications~~Liabilities

~~Our~~As ~~Board~~discussed ofin ~~Directors~~Note ~~does~~4 ~~not~~under ~~have~~Convertible ~~any~~Notes, ~~defined~~the ~~policy~~Company orissued ~~procedure~~convertible ~~requirements~~notes payable that provide for ~~our~~the ~~stockholders~~issuance toof ~~send~~convertible ~~communications~~notes with variable conversion provisions. The number of shares of common stock to ~~our~~be ~~Board~~issued is based on the future price of ~~Directors,~~the ~~including~~Company’s ~~submission~~common stock. The number of ~~recommendations~~shares ~~for~~of ~~nominating~~common ~~directors~~stock issuable upon conversion of the note is indeterminate. WePursuant ~~have~~to ~~not~~ASC ~~yet~~815-15 ~~adopted~~Embedded aDerivatives, ~~process~~the ~~for~~fair ~~our~~values ~~security~~of ~~holders~~the variable conversion shares to ~~communicate~~be ~~with~~issued ~~our~~were ~~Board~~recorded as derivative liabilities on the issuance date. The fair values of ~~Directors~~the ~~because~~Company’s wederivative ~~have~~liabilities ~~not~~were ~~sufficiently~~estimated ~~developed~~at ~~our~~the ~~operations~~issuance date and ~~corporate~~are ~~governance~~revalued ~~structure.~~at Weeach ~~have~~subsequent reporting date, using a ~~number~~binomial atoption ~~(954)~~pricing ~~509-0911~~model. ~~available~~The onchanges ~~our~~in ~~website~~fair value of derivatives for ~~our~~$4,506 ~~shareholders~~on the Company’s statement of operations consisted of a loss of $41,902 due to ~~contact~~the usvalue asin ~~well~~excess asof the face value of the convertible notes and a ~~dedicated~~gain ~~email~~of ~~address~~$37,396 atattributable ~~investor~~to market value of the convertible notes.~~relations@dmhintl.com.~~

c.The ~~Board~~following is a summary of ~~Director~~changes ~~Meetings~~in the fair market value of the derivative liability during the years ended December 31, 2014 and the year ended December 31, 2013, respectively:

We had no Board of Directors meetings during our 2012 Fiscal Year. Our corporate actions that were subject to Board approval were accomplished by Board resolutions. We request that all of our Directors attend our Board of Director meetings; however, we have no formal policy regarding their attendance.


		Derivative Liability Convertible Debts Total
Balance, December 31, 2013	$	-
Increase in derivative value due to issuances of convertible promissory notes		208,597
Decrease in derivative value due to issuances of common stocks for conversions		(98,454)
Change in fair market value of derivative liabilities due to the mark to market adjustment		4,506
Balance, December 31, 2014	$	114,649

~~d. Annual Shareholder Meetings~~30

WeDMH ~~held~~INTERNATIONAL, ~~no annual shareholder meeting during 2012~~INC.

WeNotes ~~request~~to ~~that~~Consolidated ~~all~~Financial ofStatements ~~our Directors attend our Annual Shareholder Meetings; however, we have no formal policy regarding their attendance.~~

e6. Common ~~Code of Ethics~~shares

WeConvertible ~~have~~preferred ~~adopted~~stock aissued ~~Code~~for of Ethics (the “Code”) that applies to our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer. A written copy of the Code is available on written request to the Company and is filed with the SEC on October 12, 2010 as part of the Company’s S-1 that is incorporated by reference hereto as Exhibit 14.01.merger

~~Item~~On 11July 22, 2014, the Company acquired all of the outstanding shares of Virtual Physician's Network through issuance of 10,000,000 shares of convertible preferred stock.~~Executive~~ ~~Compensation~~Each share of convertible preferred stock is convertible into 20 shares of the Company’s common stock. Upon the occurrence of a mandatory conversion event, which occurs immediately following the business day on which the Corporation’s shareholders have approved an amendment to the Corporation’s Articles of Incorporation which provide for a sufficient number of authorized common stock which will permit the holders of the convertible preferred stock to convert such shares into the Company’s Common Stock, the outstanding shares of convertible preferred stock shall automatically be converted at a conversion rate of 20 shares of Common Stock for every 1 share of convertible preferred stock. As of December 31, 2014, these shares have not been issued due to administrative delay. They were valued at $1,600,000, which is 20 times of closing price of common stock price of $0.008 on the date of merger. As of December 31, 2014, these shares have not been issued due to administrative delay. The 10,000,000 shares of convertible preferred stocks were accrued in preferred stocks issuable with a fair value of $1,600,000.

~~The~~Common ~~following~~stock ~~table~~issued ~~summarizes compensation information~~ for ~~the~~reverse last two fiscal years for (i) our Chief Executive Officer and (ii) the four most highly compensated executive officers other than the Chief Executive Officer who were serving as our executive officers at the end of the fiscal year (collectively, the "Named Executive Officers").merger

27On December 11, 2012, the Company entered into a share exchange agreement (the “Agreement”) with DMH International Inc. (“DMHI”), a Nevada company. Under the terms of the Agreement, the Company issued 100% of the issued and outstanding common shares of Touch Medical Solutions, Inc. (“TMSI”) in exchange for 125,000,000 common shares, comprised of 100,000,000 common shares from the President and Director of DMHI and 25,000,000 newly issued common shares. In addition, the President and Director of DMHI returned and cancelled 100,000,000 common shares. The Agreement results in management and shareholders of TMSI to hold 78% of the issued and outstanding common shares of the Company, resulting in a reverse recapitalization transaction (See Note 1). Following the above events, there were 161,000,000 shares outstanding, including:

The following executive compensation disclosure reflects all compensation awarded to, earned by or paid to the executive officers below, for the fiscal years ended December 31, 2012 and 2011.


Shares	Held By:
125,000,000	TMSI Shareholders
36,000,000	Existing DMHI Shareholders

~~SUMMARY~~Common ~~COMPENSATION~~stock ~~TABLE~~issued in a private placement

Name and principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Rik Deitsch(1)	2012	—	—	—	—	—	—	—	—
Chief Executive Officer
President and Chairman of the Board
Jason Barry(2)	2012	—	—	—	—	—	—	—	—
Chief Financial Officer, Secretary, Director
Jon-Marc Garcia(3)	2012	12,000							12,000
President, CEO, CFO, Treasurer, Secretary, and Director	2011	12,000	$25,000						37,000

During January, 2014, the Company issued 5,000,000 shares of the Company’s common stock to a subscriber at a price per share of $0.01 for total proceeds of $50,000.

~~(1) On~~During ~~December~~March, 112014, ~~2012~~the ~~Rik~~Company ~~Deitsch~~granted ~~agreed~~7,000,000 toshares ~~act~~of as the Company’s ~~President~~common stock to a subscriber at a price per share of $0.005 for total proceeds of $35,000. ~~Chief~~These ~~Executive~~shares ~~Officer~~were ~~and~~accrued ~~Chairman~~in common stock issuable at March 31, 2014 as the shares were not issued until April 2014.

~~(2) On~~During ~~December~~April, 112014, ~~2012~~the ~~Jason~~Company ~~Barry~~issued ~~agreed~~7,000,000 toshares ~~act~~of as the Company’s ~~Chief~~common ~~Financial~~stock ~~Officer,~~to ~~Secretary,~~a ~~Treasurer~~subscriber ~~and~~at ~~Director~~a price per share of $0.005 for total proceeds of $35,000.

~~(3) On~~During ~~December~~May, 112013, ~~2012~~the ~~pursuant~~Company toissued 31,500,000 shares of the ~~merger~~Company’s ~~with~~common ~~TMSI,~~stock ~~Jon-Marc~~to ~~Garcia~~a ~~resigned~~subscriber ~~from~~at ~~the~~a ~~Company~~price per share of $0.01 for total proceeds of $315,000.

~~The~~During ~~following~~November, ~~director~~2013, ~~compensation~~the ~~disclosure~~Company ~~reflects~~issued ~~all~~8,000,000 ~~compensation~~shares ~~awarded~~of ~~to,~~the ~~earned~~Company’s bycommon orstock ~~paid~~ to ~~the~~three ~~directors~~subscribers ~~below~~at ~~for~~a ~~the~~price ~~fiscal~~per ~~year~~share ~~ended~~of ~~December~~$0.005 ~~31,~~for ~~2012~~total proceeds of $40,000.

~~DIRECTOR~~Common ~~COMPENSATION~~stock issued for services

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Rik Deitsch	0	0	0	0	0	0	0
Jason Barry	0	0	0	0	0	0	0
Jon-Marc Garcia	12,000	0	0	0	0	0	12,000

During August, 2014, the Company issued a total of 5,000,000 shares of the Company’s restricted common stock to two consultants for consulting services rendered. The shares were valued at $0.007 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $35,000 during the year ended December 31, 2014. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement.

~~Director~~During ~~Compensation~~September, 2014, the Company issued 10,000,000 shares of the Company’s restricted common stock to a consultant for consulting services for a term of one year. The shares were valued at $0.006 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $60,000 during the year ended December 31, 2014. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement.

There are no standard arrangements to which directors are compensated for services provided to us. Should we obtain adequate funding or sufficient revenues to justify standard arrangements for director compensation, we will consider whether to adopt such a compensation plan.31

~~Stock~~DMH ~~Option~~INTERNATIONAL, ~~Grants in Last Fiscal Year~~INC.

WeNotes ~~did not grant incentive and non-qualified stock options in 2012~~ to ~~any~~Consolidated ~~executive~~Financial ~~officer~~Statements ~~or director.~~

~~Item 12~~6. Common ~~Security~~shares ~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~(Continued)

~~The~~Common ~~following tables sets forth, as of December 31, 2012, certain information with respect to the beneficial ownership of our common~~ stock byissued ~~each~~for ~~stockholder~~services known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.(Continued)

28During February, 2014, the Company issued 5,000,000 shares of the Company’s restricted common stock to a consultant for consulting services for a term of one year. The shares were valued at $0.02 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $100,000 during the year ended December 31, 2014. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement.

~~Under~~During ~~the~~February, ~~Securities~~2014, ~~and~~the ~~Exchange~~Company ~~Commission~~issued ~~rules~~5,000,000 ~~more~~shares ~~than~~of ~~one~~the ~~person~~Company’s ~~may~~restricted becommon ~~deemed~~stock to be a ~~beneficial~~consultant ~~owner~~for consulting services for a term of ~~the~~one ~~same~~year. ~~securities,~~The ~~and~~shares awere ~~person~~valued ~~may~~at be$0.015 ~~deemed~~per toshare, bethe aclosing ~~beneficial~~price ~~owner~~of the stock on the date of ~~securities~~grant. asThe toCompany ~~which~~recorded hean orequity ~~she~~compensation ~~may~~charge ~~not~~of ~~have~~$75,000 ~~any~~during ~~pecuniary~~the ~~beneficial~~year ~~interest~~ended December 31, 2014. WeThe ~~are~~fair ~~unaware~~value of ~~any~~common ~~contract~~stock orissued ~~arrangement~~for ~~that~~services ~~could~~was ~~result~~fully inexpensed aon ~~change~~the indate ~~control~~ of ~~our~~grant ~~company~~due to no clawback provision in the agreement.

~~The~~During ~~following~~March, ~~table~~2014, ~~assumes~~the ~~based~~Company ongranted ~~our~~a ~~stock~~total ~~records~~of 5,000,000 ~~that~~shares ~~there~~of ~~are~~the ~~161~~Company’s restricted common stock to a consultant for consulting services for a term from six months. The 1,~~000~~500,000 shares were issued, and ~~outstanding~~the asremaining 3,500,000 shares will be issued in connection with the agreement following the filing of ~~April~~a 4new S-8 Stock Plan. The 3,500,000 ~~2013~~shares were accrued in common stocks issuable with a fair value of $35,000. The shares were valued at $0.01 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $50,000 during the year ended December 31, 2014. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement.

~~SECURITY~~During ~~OWNERSHIP~~April, OF2013, ~~MANAGEMENT~~the ~~AND~~Company ~~BENEFICIAL~~issued ~~OWNERS~~15,000,000 shares of the Company’s restricted common stock to a consultant for marketing services for nine months. The shares were valued at $0.0129 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $193,500 during the year ended December 31, 2013. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement.

Name and Address of Director or Executive Officer	Shares of Common Stock Beneficially Owned	Percent of Common Stock Outstanding
Rik J. Deitsch Chief Executive Officer/President 12502 W. Atlantic Blvd Coral Springs, Florida 33071	93,500,000	58.07%
Jason Barry Chief Financial Officer, Secretary, Treasurer, Director 12502 W. Atlantic Blvd Coral Springs, Florida 33071	31,250,000	19.41%
All executive officers and directors as a group (2) persons	124,750,000	77.48%

During April, 2013, the Company issued 5,000,000 shares of the Company’s restricted common stock to a consultant for investor relations services for a year. The shares were valued at $0.0129 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $64,500 during the year ended December 31, 2013. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement.

~~Item~~During 13June, 2013, the Company issued 1,000,000 shares of the Company’s restricted common stock to a consultant for investor relations services for six months. ~~Certain~~The ~~Relationships~~shares ~~and~~were ~~Related~~valued ~~Transactions~~at $0.0065 per share, ~~and~~the ~~Director~~closing ~~Independence~~price of the stock on the date of grant. The Company recorded an equity compensation charge of $6,500 during the year ended December 31, 2013. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement.

~~None~~During ofJuly, 2013, the ~~directors~~Company orissued ~~executive~~a ~~officers~~total of 23,000,000 shares of the Company,’s ~~nor~~restricted ~~any~~common ~~person~~stock ~~who~~to ~~owned~~four ofconsultants ~~record~~for orinvestor ~~was~~relations ~~known~~and toconsulting ~~own~~services ~~beneficially~~for ~~more~~a ~~than~~term 5%from ofsix ~~the~~months ~~Company’s~~to ~~outstanding~~one year. The shares ofwere ~~its~~valued ~~Common~~at ~~Stock~~$0.0047 per share, ~~nor~~the ~~any~~closing ~~associate~~price orof ~~affiliate~~the stock on the date of ~~such~~grant. ~~persons~~The orCompany ~~companies,~~recorded ~~has~~an ~~any~~equity ~~material~~compensation ~~interest~~charge of $108,100 ~~direct~~during orthe ~~indirect~~year ended December 31, in2013. ~~any~~The ~~transaction~~fair ~~that~~value ~~has~~of ~~occurred~~common ~~during~~stock ~~the~~issued ~~past~~for ~~fiscal~~services ~~year,~~was orfully inexpensed ~~any~~on ~~proposed~~the ~~transaction,~~date ~~which~~of ~~has~~grant ~~materially~~due ~~affected~~to orno ~~will~~clawback ~~affect~~provision in the ~~Company~~agreement.

~~With~~During ~~regard~~October, to2013, ~~any~~the ~~future~~Company ~~related~~issued ~~party~~a ~~transaction~~total of 19,000,000 weshares ~~plan~~of the Company’s restricted common stock to officers and employees for services. The shares were valued at $0.0091 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $172,900 during the year ended December 31, 2013. The fair value of common stock issued for services was fully ~~disclose~~expensed ~~any~~on ~~and~~the ~~all~~date ~~related~~of ~~party~~grant ~~transactions~~due to no clawback provision in the ~~following manner:~~agreement.

·During ~~Disclosing~~October, ~~such~~2013, ~~transactions~~the inCompany ~~reports~~issued ~~where~~a ~~required;~~total of 4,500,000 shares of the Company’s restricted common stock to six consultants for consulting services that have been rendered. The shares were valued at $0.0091 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $40,950 during the year ended December 31, 2013. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement.

·During ~~Disclosing~~November, in2013, ~~any~~the Company issued a total of 3,500,000 shares of the Company’s restricted common stock to six consultants for investor relations and ~~all~~consulting ~~filings~~services ~~with~~for a term from six months to one year. The shares were valued in the ~~SEC~~range from $0.012 to $0.024 per share, ~~where~~the ~~required;~~closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $68,200 during the year ended December 31, 2013. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement.

~~· Obtaining disinterested directors consent; and~~32

·DMH ~~Obtaining~~INTERNATIONAL, ~~shareholder consent where required~~INC.

~~Director~~Notes ~~Independence~~to Consolidated Financial Statements

~~Our common stock is quoted on the OTCBB; that trading medium does not have director independence requirements~~6. Common ~~Under~~shares ~~Item 407~~(aContinued) of Regulation S-K, we have adopted the definition of independence used by the American Stock Exchange, which may be found in the American Stock Exchange Company guide at (s) 121(A) (2) (2007). This definition states that our Board of Directors must affirmatively determine whether any of our directors have a relationship that would interfere with the exercise of independent judgment in carrying out their responsibilities of a director. Based on this definitional standard, our Board of Directors has determined that none of our Directors are independent.

~~Item~~Common ~~14.~~Stock ~~Principal~~Issued ~~Accountant~~for ~~Fees~~Debt ~~and Services~~Conversions

~~Audit~~During ~~Fees~~September through December, 2014, following the convertible note agreement in the amount of $40,000 on March 3, 2014, the debt holder made the following conversions of a total of 22,106,486 shares of the company’s restricted stock satisfying $40,000 of the note with a fair value of $89,441, included in the fair value of $89,441 was settlement of derivative liability of $49,441. The Company recorded a loss of $2,324 for additional shares issued during the conversion than what was called for in the original agreement (See Note 4).

The aggregate fees billed to us for fiscal years ended December 31, 2012 and 2011 by our accountants, M&K CPAS, PLLC. were approximately $4,000 and $4,500 for professional services rendered for the audit of our annual financial statements and reviews of our interim consolidated financial statements included in quarterly reports and other services related to statutory and regulatory filings or engagements.


Date	Number of shares converted		Fair Value of Debt Converted
9/15/2014	6,708,698	$	30,634
9/22/2014	6,719,753	$	29,523
10/7/2014	2,904,864	$	15,155
12/4/2014	5,773,171	$	14,129

29During October through December, 2014, following the convertible note agreement in the amount of $50,000 on March 31, 2014, the debt holder made the following conversions of a total of 19,893,000 shares of the company’s restricted stock satisfying $32,438 of the note with a fair value of $81,451, included in the fair value of $81,451 was settlement of derivative liability of $49,013. The Company recorded a gain of $12,550 for less shares issued during the conversion than what was called for in the original agreement (See Note 4).

Tax Fees


Date	Number of shares converted		Fair Value of Debt Converted
10/20/2014	1,724,137	$	13,334
10/30/2014	1,785,714	$	13,596
11/10/2014	1,851,851	$	12,573
12/15/2014	14,531,298	$	41,948

~~No such fees were paid in 2011 or 2012~~7. Merger

~~All~~On ~~Other~~July ~~Fees~~22, 2014, we completed the Merger Agreement with Virtual Physician's Network. Pursuant to the agreement, the Company acquired all of the outstanding shares of Virtual Physician's Network through issuance of 10,000,000 shares of the Company’s convertible preferred stock. Each of preferred stock is convertible into 20 shares of our common stock. Virtual Physician's Network was merged into the Company and became the Company’s wholly owned subsidiary. As of December 31, 2014, these shares have not been issued due to administrative delay. The 10,000,000 shares of convertible preferred stocks were accrued in preferred stocks issuable with a fair value of $1,600,000. Each share of convertible preferred stock was valued at 20 times of closing price of common stock price of $0.008 on the date of merger.

NoThis ~~such~~acquisition ~~fees~~was accounted for as a business combination under the purchase method of accounting, given that substantially all of the Company’s assets and ongoing operations were ~~paid~~acquired. The purchase resulted in ~~2011~~$1,610,353 orof ~~2012~~goodwill. According to the purchase method of accounting, the Company recognized the identifiable assets acquired and liabilities assumed as follows:

PART IV


		July 22, 2014
Consideration:
Preferred convertible stock issued	$	1,600,000
Cash paid prior to closing		20,000
Total consideration given		1,620,000

Fair value of identifiable assets acquired and liabilities assumed:
Cash	$	11,947
Due to a related party		(2,300)
Total fair value of assets acquired and liabilities assumed		9,647

Consideration paid in excess of fair value (Goodwill)(1)		1,610,353

Impairment of goodwill at 12/31/2014		(1,610,353)
Fair value of goodwill at 12/31/2014		-

~~ITEM~~(1) The ~~15:~~consideration ~~EXHIBITS,~~paid ~~FINANCIAL~~in ~~STATEMENTS,~~excess ~~SCHEDULES~~of the net fair value of assets acquired and liabilities assumed has been recognized as goodwill.

~~The following documents were filed as part of this report or incorporated by reference to previous filings if so indicated.~~33

Number	Description
2.1	Share Exchange Agreement Dated December 12, 2012 by and between Touch Medical Solutions, Inc. and DMH Corporation (Incorporated by reference to the Company’s 8-K filed on December 14, 2012.)
3.1	Articles of Incorporation (1)
3.2	Bylaws (1)
14.1	Code of Ethics (1)
31.1	Certification of Rule 13a-14(a)/15(d)-14(a) Certificate of Chief Executive Officer
31.2	Certification of Rule 13a-14(a)/15(d)-14(a) Certificate of Chief Financial Officer
32.1	Section 9.06: Certification of Chief Executive Officer
32.2	Section 9.06: Certification of Chief Financial Officer

DMH INTERNATIONAL, INC.

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

Notes to Consolidated Financial Statements

7. Merger (1Continued) ~~Incorporated by reference to the Company’s Registration Statement on Form S-1 dated October 12, 2010~~

30Management believes the product line of Virtual Physician's Network acquired will enable the Company to enhance their business model and strengthen its future cash flows to fund operations and take advantage of additional growth opportunities. The Company's evaluation of goodwill completed during the year end resulted in an impairment loss of $1,610,353.

~~SIGNATURES~~8. Income Taxes

~~Pursuant~~The toCompany ~~the~~has ~~requirements~~$1,945,966 of ~~the~~net ~~Securities~~operating ~~Exchange~~losses ~~Act~~($1,382,650 ofin ~~1934,~~2013) ~~the~~carried ~~Registrant~~forward ~~has~~to ~~duly~~offset ~~caused~~taxable ~~this~~income ~~report~~in tofuture beyears ~~signed~~which onexpire ~~its~~commencing ~~behalf~~in fiscal 2034. The income tax benefit differs from the amount computed by applying the ~~undersigned~~US federal income tax rate of 34% to net loss before income taxes. As at December 31, ~~thereunto~~2014 ~~duly~~and ~~authorized~~2013, the Company had no uncertain tax positions.

DMH International, Inc. /s/ Rik J. Deitsch Rik J. Deitsch Chairman, President, Chief Executive Officer


	December 31, 2014 $	December 31, 2013 $

Net loss carry forward	(1,945,966)	(1,382,650)
Statutory rate	34%	34%

Computed expected tax recovery	661,628	470,101
Valuation allowance	(661,628)	(470,101)

Income tax provision	–	–

~~Dated: April~~ 9,. Subsequent ~~2013~~Events

~~Pursuant~~On toJanuary ~~the~~28, ~~requirements~~2015, of the ~~Securities~~Company ~~Exchange~~issued ~~Act~~a total of ~~1934~~25,000,000 ~~this~~shares ~~report~~of ~~has~~the ~~been~~company’s ~~signed~~restricted ~~below~~stock byto settle the ~~following~~convertible ~~persons~~notes onof ~~behalf~~$250,000 oforiginated ~~the~~on ~~Registrant~~July ~~and~~25, in2014 ~~the~~(See ~~capacities~~Note ~~indicated~~4).

Signature	Title	Date
/s/ Rik J. Deitsch	Chairman of the Board, President, Chief Executive Officer	April 9, 2013
Rik J. Deitsch
/s/ Jason Barry	Chief Financial Officer, Secretary, Treasurer, Director, Prinicpal Accounting Officer	April 9, 2013
Jason Barry

During February through March, 2014, following the convertible note agreement in the amount of $50,000 on March 31, 2014, the debt holder made the conversions of a total of 19,962,450 shares of the company’s restricted stock satisfying the remaining amount of the $19,961 of the note in full.

31 During April, 2014, following the convertible note agreement in the amount of $50,000 on May 5, 2014, the debt holder made the conversions of a total of 19,000,000 shares of the company’s restricted stock satisfying $19,000 of the note.

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

None

Item 9A. Controls and Procedures

Section 1.

Evaluation of Disclosure Controls and Procedures:

As of December 31, 2014, we carried out an evaluation under the supervision and the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of December 31, 2014, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”). Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, because of the material weaknesses in internal control over financial reporting discussed in Management’s Report on Internal Control Over Financial Reporting below, our disclosure controls and procedures were not effective, at a reasonable assurance level, as of December 31, 2014. In light of this, we performed additional post-closing procedures and analyses in order to prepare the Consolidated Financial Statements included in this report. As a result of these procedures, we believe our Consolidated Financial Statements included in this report present fairly, in all material respects, our financial condition, results of operations and cash flows for the periods presented. A control system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with the company have been detected.

Section 2.

Management’s Annual Report on Internal Control over Financial Reporting

During its evaluation of the effectiveness of internal control over financial reporting as of December 31, 2014, our management concluded that its material weaknesses in its internal controls over financial reporting include matters pertaining to the need to enhance the supervision, monitoring and reviewing of financial statement preparation processes.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is the process designed by and under the supervision of our Chief Executive Officer and Chief Financial Officer, or the persons performing similar functions, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America. Management has evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control over Financial Reporting - Guidance for Smaller Public Companies. Under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer, our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2014 and concluded that it is ineffective because of the material weaknesses in our internal control over financial reporting described above.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2014, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.


	1.	We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

	2.	We did not maintain appropriate cash controls – As of December 31, 2014, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.

	3.	We did not implement appropriate information technology controls – As at December 31, 2014, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2014 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the year ended December 31, 2014 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None

PART III

Item 10. Directors and Executive Officers and Corporate Governance

Directors and Executive Officers

Our Board of Directors elects our executive officers annually. Directors are elected to hold office until the next annual meeting. A majority vote of the directors who are in office is required to fill vacancies of our Board of Directors not caused by removal. Each director, including a Director elected to fill a vacancy, will hold office until the expiration of the term for which the Director was elected and until a successor has been elected. Our directors and executive officers are as follows:

Listed below are our executive officers and directors as of December 31, 2014


Name	Age	Position with the Company	Director Since
George England	51	President, Chief Executive Officer and Director	July 22, 2014 - present

Rik J. Deitsch	47	Chairman, Chief Financial Officer, Secretary and Treasurer	December 11, 2012 - present

Jason Barry	43	Director, Former: Chief Financial Officer, Secretary and Treasurer	December 11, 2012 - present

George England

Mr. England has been a Director and Chief Executive Officer of the Company since July 22, 2014. George England has over 26 years of experience as a healthcare entrepreneur and executive. He has served as the President and COO of Virtual Physician’s Network, Inc. since 2011. From 2009 until 2011, Mr. England served as Sales Director Southeast for Nuvasive, a medical device company then Operations Manager of Integrity Medical, Nuvasive's largest distributor. From 2007 to 2009, Mr. England served as V.P. of Sales for Surgical Outcome Support, a web-based healthcare clinical outcomes solution. In 2002 Mr. England founded and was President of United Surgical Consultants, a company specializing in the business development of medical practices and ancillary service models. Previously, Mr. England has worked with industry leaders such as Synthes, K2M and Osteotech. Mr. England has also consulted on the design of medical devices and medical instruments with several national healthcare companies and has an issued patent (US 8,728,163) on an artificial disc replacement device. Mr. England has also authored a multi-center, randomized clinical trial protocol approved by NEIRB (New England Internal Review Board) to study the efficacy and effectiveness of a dietary supplement for the spine, which included 100 patients and yielded positive results. In 1985, Mr. England graduated with BA degree from High Point University in North Carolina.

Rik J. Deitsch – Chairman of the Board, Chief Financial Officer Secretary and Treasurer

Mr. Deitsch founded Touch Medical Solutions in 2010 and has been the Chairman of the Board since December 31, 2012. Mr. Deitsch served as the CEO of the Company from December 31, 2012 - July 22, 2014. Since January 1, 2015, Mr. Deitsch has served as the CFO, Secretary and Treasurer of the Company. From November 2002 through the present, Mr. Deitsch has served as the Chief Executive Officer of Nutra Pharma Corporation, a public biotechnology company with therapies for the treatment of Multiple Sclerosis, HIV and pain. From February 1998 through November 2002, Mr. Deitsch served as the President of NDA Consulting Inc., a

biotechnology research group that provided consulting services to the pharmaceutical industry. NDA Consulting specialized in the research of peptides derived from Cone Snail venom, Cobra venom and Gila Monster venom. Mr. Deitsch holds both a B.S. in Chemistry and an M.S. in Biochemistry from Florida Atlantic University and has conducted clinical and laboratory research in collaboration with scientists at Duke University Medical Center and the Cleveland Clinic. He is the author of two books: Are you Agewise: A Guide to Healthy Aging and Invisible Killers; the Truth About Environmental Genocide. Mr. Deitsch is an adjunct professor and teaches several courses for Florida Atlantic University’s College of Business and Continuing Education Department.

Jason Barry – Director and Former Chief Financial Officer, Secretary, and Treasurer

M. Barry joined the Company in December 2012. Since joining Touch Medical Solutions in August 2010, Jason Barry has helped grow TMSI from a software vision to an FDA approved medical device. He is responsible for all aspects of development, testing, sales, and marketing activities. Under Jason's leadership Touch Medical has released 2 major software packages for sale (TouchPACS and TouchRIS) and is poised to launch TouchEHR in 2013. From June 2008- August 2010, Jason was founder and CEO at Big Picture Project Management where he provided services as a consultant and project manager for AT&T wireless. At AT&T Jason worked with top technology partners like Apple, HTC, and Motorola, as well as top retail clients like Amazon, Best Buy, and Walmart. Prior to founding Big Picture, Jason was a product specialist at King & Spalding LLP (July 1997- June 2008), a top 50 law firm. At King & Spalding Jason participated in the creation of the first Intranet and extranet products leveraging web based programs and document storage to achieve firm goals.

Corporate Governance

a. Committees

(i) Audit Committee

The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

The Company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

(ii) Compensation Committee

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

(iii) Nominating Committee

We do not have a Nominating Committee or similar committee performing similar functions nor a written Nominating Committee Charter. Our Board of Directors as a whole decides such matters, including those that would be performed by a standing nominating committee. We have not yet adopted a nominating committee because we have not sufficiently developed revenue-generating operations. We do not currently have any specific or minimum criteria for the election of nominees to our Board of Directors nor do we have any process or procedure for evaluating such nominees.

b. Shareholder Communications

Our Board of Directors does not have any defined policy or procedure requirements for our stockholders to send communications to our Board of Directors, including submission of recommendations for nominating directors. We have not yet adopted a process for our security holders to communicate with our Board of Directors because we have not sufficiently developed our operations and corporate governance structure. We have a number at (888)218-5713 available on our website for our shareholders to contact us as well as a dedicated email address at investor.relations@dmhintl.com.

c. Board of Director Meetings

We had 4 Board of Directors meeting during our 2014 Fiscal Year. Our corporate actions that were subject to Board approval were accomplished by Board resolutions. We request that all of our Directors attend our Board of Director meetings; however, we have no formal policy regarding their attendance.

d. Annual Shareholder Meetings

We held no annual shareholders meeting during 2014.

We request that all of our Directors attend our Annual Shareholder Meetings; however, we have no formal policy regarding their attendance.

e. Code of Ethics

We have adopted a Code of Ethics (the “Code”) that applies to our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer. A written copy of the Code is available on written request to the Company and is filed with the SEC on October 12, 2010 as part of the Company’s S-1 that is incorporated by reference hereto as Exhibit 14.01.

Item 11.Executive Compensation

The following table summarizes compensation information for the last two fiscal years for (i) our Chief Executive Officer and (ii) the four most highly compensated executive officers other than the Chief Executive Officer who were serving as our executive officers at the end of the fiscal year (collectively, the "Named Executive Officers").

The following executive compensation disclosure reflects all compensation awarded to, earned by or paid to the executive officers below, for the fiscal years ended December 31, 2014 and 2013:

SUMMARY COMPENSATION TABLE


Name and principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)

George England(1)	2014	$121,500	—	—		—	—	—	$121,500
Chief Executive Officer
President
and Director

Rik Deitsch(2)	2014	—	—		—	—	—	—	—
Chairman of the Board
Chief Financial Officer
Treasurer and Secretary
Former CEO & President

Jason Barry(3)	2014	$60,000	—		—	—	—	—	$60,000
Director

Rik Deitsch(2)	2013	—	—	$91,000	—	—	—	—	$91,000
Chief Executive Officer
President and Chairman of the Board

Jason Barry(3)	2013	$60,000	—	$72,800	—	—	—	—	$132,800
Chief Financial Officer, Secretary, Director

(1) On July 22, 2014 George England agreed to act as the Company’s President, Chief Executive Officer and Director.

(2) On December 11, 2012 Rik Deitsch agreed to act as the Company’s President, Chief Executive Officer and Chairman. On July 22, 2014 Mr. Deitsch stepped down as CEO. On January 1, 2015 Mr. Deitsch agreed to act as the Company's CFO, Treasurer and Secretary.

(3) On December 11, 2012 Jason Barry agreed to act as the Company’s Chief Financial Officer, Secretary, Treasurer and Director. On January 1, 2015 Mr. Barry stepped down as the Company's CFO, Treasurer and Secretary.

Director Compensation

Stock Option Grants in Last Fiscal Year

We did not grant incentive and non-qualified stock options in 2014 to any executive officer or director.

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

The following tables sets forth, as of December 31, 2014, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.

Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. We are unaware of any contract or arrangement that could result in a change in control of our company.

The following table assumes based on our stock records, that there are 415,961,936 shares issued and outstanding as of April 13, 2014.

SECURITY OWNERSHIP OF MANAGEMENT AND BENEFICIAL OWNERS


Name and Address of Director or Executive Officer	Shares of Common Stock Beneficially Owned	Percent of Common Stock Outstanding
George England Chief Executive Officer, President 12502 W. Atlantic Blvd Coral Springs, Florida 33071	-	0%

Rik J. Deitsch Chief Financial Officer, Secretary, Treasurer, Chairman 12502 W. Atlantic Blvd Coral Springs, Florida 33071	103,500,000	25%

Jason Barry Director 12502 W. Atlantic Blvd Coral Springs, Florida 33071	39,250,000	9%

All executive officers and directors as a group (2) persons	142,750,000	34%

None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

Disclosing such transactions in reports where required;

Disclosing in any and all filings with the SEC, where required;

Obtaining disinterested directors consent; and

Obtaining shareholder consent where required.

Director Independence

Our common stock is quoted on the OTC-Markets; that trading medium does not have director independence requirements. Under Item 407(a) of Regulation S-K, we have adopted the definition of independence used by the American Stock Exchange, which may be found in the American Stock Exchange Company guide at (s) 121(A) (2) (2007). This definition states that our Board of Directors must affirmatively determine whether any of our directors have a relationship that would interfere with the exercise of independent judgment in carrying out their responsibilities of a director. Based on this definitional standard, our Board of Directors has determined that none of our Directors are independent.

Item 14. Principal Accountant Fees and Services

Audit Fees

The aggregate fees billed to us for fiscal years ended December 31, 2014 and 2013 by our accountants, M&K CPAS, PLLC. were approximately $11,500 and $8,500 for professional services rendered for the audit of our annual consolidated financial statements and reviews of our interim consolidated financial statements included in quarterly reports and other services related to statutory and regulatory filings or engagements.

Tax Fees

No such fees were paid in 2014 or 2013.

All Other Fees

No such fees were paid in 2014 or 2013.

PART IV

ITEM 15: EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES

The following documents were filed as part of this report or incorporated by reference to previous filings if so indicated.


Number	Description
2.1	Share Exchange Agreement Dated December 12, 2012 by and between Touch Medical Solutions, Inc. and DMH Corporation (Incorporated by reference to the Company’s 8-K filed on December 14, 2012.)
3.1	Articles of Incorporation (1)
3.2	Bylaws (1)
14.1	Code of Ethics (1)
31.1	Certification of Rule 13a-14(a)/15(d)-14(a) Certificate of Chief Executive Officer
31.2	Certification of Rule 13a-14(a)/15(d)-14(a) Certificate of Chief Financial Officer
32.1	Section 9.06: Certification of Chief Executive Officer
32.2	Section 9.06: Certification of Chief Financial Officer


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

(1) Incorporated by reference to the Company’s Registration Statement on Form S-1 dated October 12, 2010

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.


	DMH International, Inc.


	/s/ George England
	George England
	Director, President, Chief Executive Officer

Dated: April 13, 2014

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


Signature	Title	Date

/s/ George England	Director, President, Chief Executive Officer
George England	Director, President, Chief Executive Officer	April 13, 2014

/s/ Rik J. Deitsch	Chief Financial Officer, Secretary, Treasurer, Chairman, Principal Accounting Officer	April 13, 2014
Rik J. Deitsch		April 13, 2014

Filing Compare · DMH INTERNATIONAL, INC.