U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 ~~For the quarterly period ended September 30, 2010~~

~~[ ] Transition Report under Section 13 or 15(d) of the Exchange Act~~ For the ~~Transition~~quarterly ~~Period~~period ~~from~~ended ~~________~~March to31, ~~___________~~2011

[ ]	Transition Report under Section 13 or 15(d) of the Exchange Act for the Transition Period from _______ to _______

Commission File Number: 333-123611

METISCAN, INC.

(Exact name of small business issuer as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

26-3613222

(I.R.S. Employer Identification No.)

12225 Greenville Ave, Suite 700

Dallas, Texas 75243

Telephone: 972-479-8866

(Address and phone number of principal executive offices)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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 [_] No [X]

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 (ss.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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	[_]	Accelerated filer	[_]

Non-accelerated filer	[_]	Smaller reporting company	[X]

Check whether the issuer is a “shell company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes [_] No [X]

The Registrant ~~had~~has 2,~~401~~564,~~704~~650,~~555~~554 shares of Common stock, par value $.0001 per share issued and outstanding as of ~~November~~May 232, ~~2010~~2011.

We have filed a Registration Statement on Form S-1 (“S-1”) with the Securities and Exchange Commission (“SEC”). However, the S-1 has not yet been declared effective by the SEC. Until the S-1 is declared effective by the SEC, we are not a SEC reporting company. There can be no assurance that our S-1 will ever be declared effective by the SEC.

We have voluntarily chosen to file this Form 10-Q Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (“10-Q”). This 10-Q has not been reviewed by the SEC and our voluntary quarterly and annual filings will likely not be reviewed by the SEC until after the S-1 is declared effective. Further, although we intend to comply with the SEC’s filing requirements, in view of the fact that we are not a SEC reporting company, we are not required to adhere to the SEC’s filing requirements.

INDEX TO QUARTERLY REPORT

ON FORM 10-Q

PART I	FINANCIAL INFORMATION		Page
Item 1.	Financial Statements (Unaudited)
	Condensed Balance Sheets
		December 31, 2009 and September 30, 2010	3
		December 31, 2010 and March 31, 2011	3
	Condensed Statements of Operations
		For the Three and Nine Months Ended September 30, 2010 and 2009	4
		For the Three Months Ended March 31, 2011 and 2010	4
	Condensed Statements of Shareholders’ Equity (Deficit)
		For the Nine Months Ended September 30, 2010	5-6
		For the Three Months Ended March 31, 2011	5 - 6
	Condensed Statements of Cash Flows
		For the Nine Months Ended September 30, 2010 and 2009	7-8
		For the Three Months Ended March 31, 2011 and 2010	7 - 8
	Notes to Condensed Financial Statements		9~~-19~~
Item 2.	Management's Discussion and Analysis ofor ~~Financial~~Plan ~~Condition and Results~~ of ~~Operations~~Operation		2016
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		28
	Risk Factors		19
Item 4.	Controls and Procedures		28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		31
Item 4T.	Controls and Procedures		31
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		2932
Item 1A.	Risk Factors		29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		38
Item 3.	Defaults upon Senior Securities		32
Item 3.	Defaults Upon Senior Securities		38
Item 4.	Submission of Matters to a Vote of Security Holders		32
Item 4.	(Removed and Reserved)		38
Item 5.	Other Information		32
Item 5.	Other Information		38
Item 6.	Exhibits		32
Item 6.	Exhibits		38
Signatures			33
Signatures			39

Page 2 of 33

METISCAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2010			December 31, 2009
	(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash	$	166,031		$	13,301
Cash, restricted					8,057,420
Accounts receivable		566,680			426,213
Notes receivable		1,514			1,941
TOTAL CURRENT ASSETS		734,225			8,498,875
PROPERTY AND EQUIPMENT, net of accumulated depreciation		2,642,691			2,685,405
PREPAID EXPENSES		18,907			18,906
OTHER ASSETS		673,522
OTHER NON-CURRENT ASSETS, including restricted cash of $7,955,795		7,955,795			1,210,804
TOTAL ASSETS	$	12,025,140		$	12,413,990
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	2,281,277			2,666,630
Notes payable, current portion		2,188,302			2,029,736
Security deposit		8,016			8,016
TOTAL CURRENT LIABILITIES		4,477,595			4,704,382
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, par value $0.0001 per share
Authorized – 10,000,000 shares
Issued and outstanding – 750,000 shares series “C”		75			75
Issued and outstanding – 500,000 shares series “D”		50			50
Issued and outstanding – 60 shares series “E”		-			-
Issued and outstanding – 72 shares series “F”		-			-
Common stock, par value $0.0001 per share
Authorized – 5,000,000,000 shares
Issued and outstanding – 2,401,704,555 and 2,239,339,170,
respectively		240,171			223.934
Additional paid-in capital		9,171,616			9,047,353
Accumulated deficit		(1,864,367	)		(1,561,804	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		7,547,545			7,709,608
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	12,025,140		$	12,413,990

(UNAUDITED)

The accompanying notes are an integral part of the financial statements.

	March 31, 2011			December 31, 2010

ASSETS

CURRENT ASSETS

Cash	$	82,244		$	92,724
Accounts receivable		593,291			682,512
Notes receivable		1,514			1,514

TOTAL CURRENT ASSETS		677,049			776,750

PROPERTY AND EQUIPMENT, net of accumulated depreciation		2,636,064			2,600,933

PREPAID EXPENSES		18,907			18,907
OTHER ASSETS		675,522			675,522
OTHER NON-CURRENT ASSETS, including restricted cash of $7,954,061		7,954,061			7,954,061

TOTAL ASSETS	$	11,961,603		$	12,026,173

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable and accrued liabilities	$	2,226,941			2,405,326
Notes payable, current portion		2,179,231			2,148,351
Customer deposit					15,800
Security deposit		8,016			8,016

TOTAL CURRENT LIABILITIES		4,414,188			4,577,493

STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock, par value $0.0001 per share
Authorized – 10,000,000 shares
Issued and outstanding – 750,000 shares series “C”		75			75
Issued and outstanding – 500,000 shares series “D”		50			50
Issued and outstanding – 60 shares series “E”		-			-
Issued and outstanding – 72 shares series “F”		-			-
Common stock, par value $0.0001 per share
Authorized – 10,000,000,000 shares
Issued and outstanding – 2,551,400,555 and 2,441,400,555, respectively		353,865			243,865
Additional paid-in capital		9,203,948			9,204,868
Accumulated deficit		(2,010,523	)		(2,000,178	)

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		7,547,415			7,448,680

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	11,961,603		$	12,026,173

3The accompanying notes are an integral part of the financial statements

~~METISCAN,~~Page ~~INC.~~3 &of ~~SUBSIDIARIES~~33

METISCAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2010~~2011 AND ~~2009~~2010

(UNAUDITED)

	Three Months Ended						Nine Months Ended
	2011			2010
	September 30,						September 30,
REVENUES	$	485,561		$	898,628
	2010			2009			2010			2009
COST OF REVENUES		117,304			152,586
REVENUES	$	462,799		$	566,498		$	1,876,289		$	1,718,148
GROSS PROFIT		368,257			746,042
COST OF REVENUES		105,439			149,278			398,358			414,354
EXPENSES
GROSS PROFIT		357,360			417,220			1,477,931			1,303,794
Selling, general and administrative		341,345			465,128
EXPENSES
TOTAL EXPENSES		341,345			465,128
Selling, general and administrative		394,176			642,526			1,330,283			1,366,468
INCOME (LOSS) FROM OPERATIONS		26,912			(280,914	)
TOTAL EXPENSES		394,176			642,526			1,330,283			1,366,468
OTHER INCOME (EXPENSE)
INCOME (LOSS) FROM OPERATIONS		(36,816	)		(225,306	)		147,648			(62,674	)
Interest income		5			41
OTHER INCOME (EXPENSE)
Gain (loss) on settlement of debt, net		(17,439	)		(346,793	)
Interest income		23			-			94			-
Interest expense		(19,824	)		(8,634	)
Gain (loss) on settlement of debt, net		(28,333	)		(966,740	)		(403,459	)		(943,131	)
TOTAL OTHER INCOME (EXPENSE)		(37,258	)		(355,386	)
Interest expense		(28,576	)		(44,668	)		(46,846	)		(82,864	)
INCOME (LOSS) BEFORE INCOME TAXES		(10,346	)		(74,472	)
TOTAL OTHER INCOME (EXPENSE)		(56,886	)		(1,011,408	)		(450,211	)		(1,025,995	)
Income tax expense		-			-
INCOME (LOSS) BEFORE INCOME TAXES		(93,702	)		(1,236,714	)		(302,563	)		(1,088,669	)
NET INCOME (LOSS) FROM CONTINUING
Income tax expense		-			8,044			-			69,865
OPERATIONS		(10,346	)		(74,472	)
NET INCOME (LOSS) FROM CONTINUING
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS		-			-
OPERATIONS		(93,702	)		(1,244,758	)		(302,563	)		(1,158,534	)
NET INCOME (LOSS)		(10,346	)		(74,472	)
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS		-			(74,569	)		-			(316,327	)
NET (LOSS) PER COMMON SHARE
NET INCOME (LOSS)		(93,702	)		(1,319,327	)		(302,563	)		(1,474,861	)
Basic and diluted	$	(0.00	)	$	(0.00	)
NET (LOSS) PER COMMON SHARE
WEIGHTED AVERAGE NUMBER OF
Basic and diluted	$	(0.00	)	$	(0.00	)		(0.00	)		(0.01	)
COMMON SHARES OUTSTANDING
WEIGHTED AVERAGE NUMBER OF
Basic and diluted		2,479,289,444			2,269,339,170
COMMON SHARES OUTSTANDING
Basic and diluted		2,375,505,836			643,192,495			2,304,394,725			254,653,600

The accompanying notes are an integral part of the financial statements.

Page 4 of 33

METISCAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2010~~2011

(UNAUDITED)

	Preferred Series “A”					Preferred Series “B”					Preferred Series “C”				Preferred Series “D”				Preferred Series “E”
	Shares			Amount		Shares			Amount		Shares		Amount		Shares		Amount		Shares		Amount
Balance December 31, 2009		48		$	-		72		$	-		750,000	$	75		500,000	$	50		-	$	-
Balance December 31, 2010		-		$	-		-		$	-		750,000	$	75		500,000	$	50	$	50	$	-
Common stock issued for cash		-			-		-			-		-		-		-		-		-		-
Conversion of shares due to settlement		~~(48~~-	)		-		~~(72~~-	)		-		-		-		-		-		56-		-
Common stock issued for services		-			-		-			-		-		-		-		-		-		-
Net loss		-			-		-			-		-		-		-		-		-		-
Balance, September 30th, 2010		-		$	-		0		$	-		750,000	$	75		500,000	$	50		56	$	-
Balance, March 31, 2011		-		$	-		0		$	-		750,000	$	75		500,000	$	50	$	47	$	-

The accompanying notes are an integral part of the financial statements.

Page 5 of 33

METISCAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2010~~2011

(UNAUDITED)

	Preferred Series “F”				Common Stock				Additional Paid-in			Accumulated			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital			Deficit			(Deficit)
Balance December 31, 2009		-	$	-		2,239,339,170	$	223,934	$	9,047,353		$	(1,561,804	)	$	7,709,608
Balance December 31, 2010		61	$	-		2,441,400,555	$	243,868	$	9,204,867		$	(2,000,178	)	$	7,448,680
Common stock issued for cash		-		-	~~2,750,000~~			~~275~~-		~~3,025~~-			-			~~3,300~~-
Conversion of shares due to settlement		68-		-		30110,000,000		3110,000		(~~9,000~~920	)		-			(6109,~~000~~080	)
Common stock issued for services						~~129,615,385~~		~~12,962~~-		~~130,238~~-			-			~~143,200~~-
Net loss		-		-		-		-		-			(~~302~~10,~~563~~346	)		(~~297~~10,~~915~~346	)
Balance, September 30, 2010		68	$	-	2,401,704,555		$	240,171	$	9,171,616		$	(1,864,367	)	$	7,552,193
Balance, March 31, 2010		59	$	-		2,551,400,555	$	353,866	$	9,203,947		$	(2,010,524	)	$	7,547,414

The accompanying notes are an integral part of the financial statements.

Page 6 of 33

METISCAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2010~~2011 AND ~~2009~~2010

(UNAUDITED)

	2010			2009
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(~~302~~10,~~563~~345	)	$	(174,~~474,861~~472	)
Adjustments to reconcile net (loss) to net cash
Adjustments to reconcile net (loss) to net cash (used) by operating activities:
(used) by operating activities:
Common stock issued for services		109,080			-
Common stock issued for services		143,200			59,690
Gain (loss) on settlement of debt		17,439			346,792
Gain (loss) on settlement of debt		403,459			(334,487	)
Loss on settlement of debt with stock issuance		-			-
Loss on settlement of debt with stock issuance		-			943,139
Depreciation expense		20,869			44,052
Depreciation expense		133,151			263,058
Changes in operating assets and liabilities:
Accounts receivable		~~(140~~73,~~467~~421	)		~~134~~(347,~~184~~756	)
Prepaid expenses		-			20(4,~~579~~369	)
Accounts payable and accrued liabilities		(~~385~~209,~~353~~219	)		165,~~038,971~~488
Notes receivable		427			38,081
Advances from customers					-
Other assets		~~133,823~~-			~~3,446~~900
NET CASH PROVIDED BY OPERATING ACTIVITIES		~~(14~~1,~~323~~245	)		~~678~~30,~~600~~435
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(90,438	)		(68,216	)
Investment in limited liability company					(100	)
NET CASH USED BY INVESTING ACTIVITIES		(90,438	)		(68,216	)
Purchase of property and equipment		(42,604	)		(14,613	)
NET CASH USED BY INVESTING ACTIVITIES		(42,604	)		(14,713	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from cash held in escrow		~~101,625~~-			-3,125
Proceeds from (repayments of) notes payable		~~152~~30,~~566~~879			(~~510~~55,~~733~~989	)
Proceeds from (repayments of) notes payable, shareholder		-			~~(3,453~~-	)
Proceeds from common stock		~~3,300~~-			~~5,000~~-
Cancellation of common stock subscription		-			~~(100,700~~-	)
NET CASH USED BY FINANCING ACTIVITIES		~~257~~30,~~491~~879			(~~564~~52,~~886~~864	)
NET INCREASE (DECREASE) IN CASH
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(10,480	)		(37,142	)
AND CASH EQUIVALENTS		152,730			43,999
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD		92,724			105,917
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD	$	82,244		$	68,775
AT THE BEGINNING OF THE PERIOD		13,301			21,701
CASH AND CASH EQUIVALENTS
AT THE END OF THE PERIOD	$	166,031		$	65,700

The accompanying notes are an integral part of the financial statements.

Page 7 of 33

METISCAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2010~~2011 AND ~~2009~~2010

(UNAUDITED)

	2010		2009
	2011		2010
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Interest paid	$	4619,~~846~~824	$	~~200~~8,~~493~~634
Taxes paid	$	119,~~400~~528	$	6511,~~238~~400

8The accompanying notes are an integral part of the financial statements

~~METISCAN,~~Page ~~INC.~~8 ~~AND~~of ~~SUBSIDIARIES~~33

METISCAN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2010~~2011

(UNAUDITED)

NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION

Description of Business

Metiscan, Inc. (“we”, “us” or “our”) was originally incorporated on February 27, 1997 pursuant to the laws of the State of Florida, using the name OSCM-One Stop.com, Inc. On September 25, 2008, pursuant to the consent of the Stockholders and the Board of Directors, we merged into a newly formed wholly-owned subsidiary which had been incorporated pursuant to the laws of the State of Delaware on September 9, 2008, called “Metiscan, Inc.” We were the surviving entity in such transaction.

During 1999, we provided ~~internet~~Internet and communication technologies.

On August 8, 2008, we acquired Metiscan Technologies, Inc. (Technologies) in a stock-for-stock transaction. As a result, Technologies became our wholly owned subsidiary. Pursuant to the acquisition agreement, (the “Agreement”), we issued a total of 157,000,000 shares of our common stock in exchange for 100% of the issued and outstanding shares of Technologies. The Agreement provided for 32,000,000 shares to be issued upon closing and 125,000,000 to be issued as soon as possible after we filed an amendment to increase our authorized shares, which we did on August 15, 2008. On August 8, 2008, the 32,000,000 shares were issued. On August 21, 2008, the 125,000,000 shares were issued.

For accounting purposes, the transaction described in the preceding paragraph has been accounted for as a reverse merger, since the stockholders of Technologies own a majority of our issued and outstanding shares of common stock, and the directors and executive officers of Technologies became our directors and executive officers. This acquisition was accounted for at historical cost in a manner similar to that in pooling of interests method because after the acquisition, the former stockholders of Technologies acquired a majority of the issued and outstanding shares of the Company. The financial statements of the Company are not significant; therefore, no pro forma financial information is submitted. Thus, the historical financial statements are those of Technologies.

On November 13, 2008, we formed Taptopia, Inc., a wholly owned subsidiary that provides technology utilizing Smartphones to event organizers, convention centers, and their related vendors

On November 13, 2008, we formed Shoreline Employment Services, Inc., an employment services company which provides part-time, full time, and contract employees.

Page 9 of 33

On December 31, 2008, we completed the acquisition of two diagnostic imaging facilities, Schuylkill Open MRI, Inc. (SOMRI) located in Pottsville, Pennsylvania and Metiscan-CC, Inc. (Corpus), located in Corpus Christi, Texas in stock-for-stock transactions. As a result, Corpus became our wholly owned subsidiary and SOMRI became our ~~seventy two (72%) percent~~ majority-owned subsidiary ~~(a minority of the issued and outstanding shares of SOMRI are owned by a Pennsylvania physician, a former officer of SOMRI and a former consultant of SOMRI)~~. Pursuant to the same Agreement the Company agreed to issue a total of 9,000,000,000 shares (the “Imaging Shares”) of its common stock in exchange for 100% of the issued and outstanding shares of Corpus and a majority ownership of SOMRI. Pursuant to an ancillary letter agreement dated December 31, 2008, Metiscan agreed to issue the Imaging Shares on or before March 31, 2009. The Imaging Shares were issued as 900,000 shares of Series “C” Preferred Stock on May 7, 2009, which ~~are~~is convertible into 9,000,000,000 shares of the Company’s common stock.

For accounting purposes, the transaction described in the preceding paragraph has also been accounted for as a reverse merger, since the stockholders of SOMRI and Corpus were issued Series “C” Preferred Stock which, upon conversion into common stock, would represent a majority of our issued and outstanding shares of common stock, and the directors and executive officers of SOMRI and Corpus became our directors and executive officers. This acquisition was accounted for at historical cost in a manner similar to that in pooling of interests method because after the acquisition, the former stockholders of SOMRI and Corpus acquired a majority of our outstanding shares.

On February 26, 2009 Technologies merged into Corpus pursuant to the consent of the Stockholders and the Board of Directors of each of the respective companies. Corpus was the surviving entity in such transaction.

WeOn ~~entered into an agreement dated~~ June 2624, 2009 ~~(the “Account Management Agreement”) with Copperbottom Investments~~, ~~Ltd.,~~we ~~Absentia~~announced ~~Holdings,~~that ~~Ltd.,~~we ~~Orange~~had ~~Investments,~~determined ~~Ltd.,~~to ~~Agri-Technologies~~become ~~International,~~a ~~Ltd.~~holding ~~and~~company ~~Britannia~~focused ~~Securities~~upon ~~International,~~growing ~~Ltd.~~our asorganization ~~the~~by ~~investors~~making ~~(the~~key ~~“Investors”)~~acquisitions ~~and Elco Securities, Ltd. as the manager~~ of ~~the transaction (the “Intermediary”)~~companies, which ~~may~~focus ~~provide us with up to $7,955,795 (the “Funds”), which is set forth~~ on ~~our~~developing ~~balance~~new ~~sheet as of June 30, 2010 as “cash, restricted”~~technologies. ~~The following are the terms and conditions of the Account Management Agreement:~~

1.On ~~The~~October ~~Funds~~16, ~~are being held in an account in the name of Metiscan~~2009, ~~Inc.~~Corpus ~~which~~filed isa ~~controlled~~petition byfor ~~the~~relief ~~Intermediary.~~under ~~Before~~Chapter ~~any~~7 of the ~~Funds~~Bankruptcy ~~are~~Code. ~~released~~We tohave ~~us,~~written ~~525,085,751~~off ~~shares of our common stock issuable upon~~ the ~~exercise~~assets ofand anliabilities ~~aggregate~~ of 14Corpus ~~warrants~~and ~~being~~described ~~held by~~ the ~~Intermediary~~operating onresults ~~behalf~~from ofCorpus ~~the~~in ~~Investors~~this ~~pursuant~~registration tostatement ~~the~~as ~~Account~~discontinued ~~Management Agreement must be free trading~~operations.

2.On ~~There~~February ~~are~~11, ~~24 milestones~~2010, orTaptopia ~~“Breakouts”.~~entered ~~The~~into ~~first~~a ~~Breakout~~joint ~~requires~~venture ~~that~~with ~~the~~ConvExx, ~~average~~LLC ~~bid~~to ~~price~~form ofAppcon, ~~our~~LLC ~~common~~(Appcon), ~~stock~~which ~~shall~~was beformed ~~$0.0120~~under ~~per~~the ~~share,~~laws ~~and~~of ~~that~~ the ~~average~~State ~~daily~~of ~~volume shall be 10,653,587 shares~~Nevada. ~~The~~Pursuant ~~average~~to ~~bid~~the ~~price~~Operating ~~requirement~~Agreement, ~~for~~ each ~~Breakout~~of ~~increases,~~Taptopia ~~so that the 24th Breakout requires that the average bid price be $0.0311 per share,~~ and ~~that~~ConvExx ~~the~~own ~~average~~a ~~daily~~50% ~~volume~~interest bein 2Appcon,~~752,527~~ ~~shares.~~which ~~Upon~~was ~~reaching~~created ~~each~~to ~~breakout,~~function weas ~~shall~~a ~~receive~~trade ashow ~~sum~~organizer offor ~~cash~~mobile ~~ranging~~application ~~from~~trade ~~$110,752~~shows to ~~$405,085.~~be ~~The~~held ~~Intermediary~~in ~~shall track~~ the ~~average~~future. On ~~closing~~December ~~bid~~1, ~~price~~2010, ofTaptopia ~~our~~and ~~common~~ConvExx ~~stock~~mutually ~~(the~~agreed ~~"Bid")~~to ~~and~~an ~~average~~orderly ~~daily~~shut ~~volume~~down of ~~trading~~Appcon ofand ~~our~~dissolved ~~common stock (~~the ~~"Volume")~~company ~~for~~with ~~each~~the ~~trading~~State ~~day~~of ~~within a specified 30 calendar day period~~Nevada.

10On November 15, 2010 FirstView ceased its operations and is currently evaluating other business pursuits.

3. Certain fees and expenses shall be deducted from the Breakout payments before being delivered to us.

In addition to the foregoing conditions, upon the release of the Funds to us there are numerous conditions upon our operations and upon our use of the Funds after we receive the Funds, unless we receive approval from the Investors to forgo any, or all, of the following conditions:

1. We are not permitted to consolidate our common shares without the agreement of the Investors until after the earlier of (i) June 26, 2013 or (ii) after the exercise of certain warrants.

2. We must make available to the public adequate current information about us within the meaning of Rule 144(c), which was promulgated by the Securities and Exchange Commission pursuant to §4(1) of the Securities Act of 1933, as amended.

3. We must be publicly traded on an exchange suitable to the Investors.

4. We are restricted from consolidating our common stock, and restricted from selling, merging or spinning-off more than 5% of our underlying assets for a period of one year following the “completion of capital placement” by the Investors.

5. We may not utilize any funds we receive for any of the following:

A. Leasing vehicles for management,

B. Legal or general and administrative expenses not related to filing all required reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,, such as registration, SEC compliance and listing requirement,

C. Repayment of management or shareholder loans except as to be approved by the Investors,

D. Past due salaries,

E. Settlement of legal liabilities or

F. Severance packages.

On August 11, 2009, with respect to the Account Management Agreement discussed above, we executed a Unit Subscription Agreement with the following five (5) private equity investors (the “Investors”): Copperbottom Investments, Ltd., Absentia Holdings, Ltd., Orange Investments, Ltd., Agri-Technologies International, Ltd. and Britannia Securities International, Ltd. Each of the Investors agreed to acquire 100,000 shares of our Series D Preferred Stock. Each Investor invested one million four hundred fifty four thousand seven hundred and sixty five dollars ($1,454,765), for a total of seven million two hundred and seventy three thousand eight hundred and twenty three dollars ($7,273,823). The release of all monies from the sale of the 500,000 shares of Series D Preferred Stock are subject to a number of conditions, including, but not limited to, registration of the underlying common stock with the SEC and the terms and conditions of the Account Management Agreement. We believe that the issuance was exempt from registration pursuant to § 4(2) of the Securities Act of 1933, as amended, in view of the fact that it did not involve a public offering.

On June 24, 2009, we announced that we had determined to become a holding company focused upon growing our organization by making key acquisitions of companies which focus on developing new technologies.

On October 16, 2009, Corpus filed a petition for relief under Chapter 7 of the Bankruptcy Code. We have written off the assets and liabilities of Corpus and described the operating results from Corpus as discontinued operations.

On February 11, 2010, Taptopia entered into a joint venture with ConvExx, LLC to form Appcon, LLC (“Appcon”), which was formed under the laws of the State of Nevada. Pursuant to the Operating Agreement of Appcon, each of Taptopia and ConvExx own a 50% interest in Appcon, which was created to function as a trade show organizer for mobile application trade shows to be held in the future.

The historical financial information presented in this report is that of the Company, FirstView, SOMRI, Shoreline and Taptopia. The historical financial information has been restated to reflect the discontinued operations of Corpus.

AsPage 10 of ~~September 30, 2010, we operated the following subsidiaries:~~33

12As of March 31, 2011, we operated the following subsidiaries:

• FirstView EHR, Inc. (“FirstView”) – FirstView is ~~our~~a majority owned subsidiary which provides healthcare information technology (“Healthcare IT”) services for diagnostic imaging facilities, including, but not limited to, web-based electronic healthcare records (EHR), long-term archiving and professional “Healthcare IT” services.

As• Schuylkill Open MRI, Inc. (“SOMRI”) – We own seventy-two (72%) percent of ~~November~~SOMRI. A 15minority of the issued and outstanding shares of SOMRI are owned by a Pennsylvania physician and 2 other minority shareholders. SOMRI is an independent diagnostic testing facility (IDTF) located in Pottsville, ~~2010~~Pennsylvania ~~FirstView~~providing ~~has~~Magnetic ~~ceased~~Resonance ~~its~~Imaging ~~operations~~(MRI) services and is ~~currently~~unaffiliated ~~evaluating~~with ~~other~~any hospital or medical group. SOMRI officially opened for business ~~pursuits~~and began its operations in March, 2003 as an outpatient open MRI facility. SOMRI currently performs exams on the Siemens Concerto OPEN MRI System utilizing Siemens’ Syngo software. In 2008, Schuylkill also added the Siemens Magnetom Vision 1.5T high field closed magnet to its facility. Having both the Siemens Concerto OPEN MRI System and the Siemens Magnetom Vision 1.5T high field closed magnet gives SOMRI flexibility in the studies it can conduct. SOMRI uses FirstView’s Healthcare IT support to host and manage its RIS and PACS systems. SOMRI offers same day, evening and Saturday appointments to accommodate emergency and non-emergency patient’s schedule needs.

• Schuylkill Open MRI, Inc. (“SOMRI”) – We own seventy two (72%) percent of SOMRI. A minority of the issued and outstanding shares of SOMRI are owned by a Pennsylvania physician, a former officer of SOMRI and a former consultant of SOMRI. SOMRI is an independent diagnostic testing facility (IDTF) located in Pottsville, Pennsylvania providing Magnetic Resonance Imaging (MRI) services and is unaffiliated with any hospital or medical group. SOMRI officially opened for business and began its operations in March, 2003 as an outpatient open MRI facility. SOMRI currently performs exams on the Siemens Concerto OPEN MRI System utilizing Siemens’ Syngo software. In 2008, Schuylkill also added the Siemens Magnetom Vision 1.5T high field closed magnet to its facility. Having both the Siemens Concerto OPEN MRI System and the Siemens Magnetom Vision 1.5T high field closed magnet gives SOMRI flexibility in the studies it can conduct. SOMRI uses FirstView’s Healthcare IT support to host and manage its RIS and PACS systems. SOMRI offers same day, evening and Saturday appointments to accommodate emergency and non-emergency patient’s schedule needs.

SOMRI participates in most major insurance plans. SOMRI also accepts Medicare, Medicaid, Worker’s Compensation claims, Personal Injury Protection (PIP) and Letters of Protection (LOPs) for participating personal injury attorneys in the area. SOMRI is accredited by the American College of Radiology (ACR).

• Shoreline Employment Services, Inc. (“Shoreline”) – Shoreline, which is our wholly owned subsidiary, is an employment services company ~~which~~that provides part-time, full time, and contract employees, and provides other human resource related services such as employee benefits and retirement plans such as 401ks to us, our subsidiaries and one third party on an as-needed basis. ~~Shoreline is our wholly owned subsidiary.~~

• Taptopia, Inc. (“Taptopia”) – Taptopia is our wholly owned subsidiary which provides technology utilizing Smartphones to event organizers, convention centers, and their related vendors. Taptopia’s cornerstone product the Digital Show Guide™ (DSG), which was launched in December of 2009, enables attendees and exhibitors to easily navigate event schedules and exhibitor information from their Apple iPhones™, iPod touches™, ~~and~~ iPads™ and BlackBerrys. Users have the ability to take notes about events or exhibitors directly within the software application, send their contact information and notes immediately to their contacts, utilize pre-event planning tools and stay current with real-time announcements. The DSG replaces traditional paper show guides and provides event organizers the ability to make last minute changes and additions to the DSG electronically.

13Page 11 of 33

Taptopia has filled a design patent application and a trademark application with the United States Patent and Trademark Office (USPTO) to legally protect Taptopia's Digital Show Guide™(TM) product. The design patent application protects the graphical user interface (GUI) and its interactive design elements related to Taptopia's interactive digital maps. The trademark application protects the mobile software product's trade name -- Digital Show Guide™(TM). Taptopia is also working on other Smartphone software technologies that may be utilized by event organizers, convention centers, and their related vendors.

On February 11, 2010, Taptopia entered into a joint venture with ConvExx, LLC to form Appcon, LLC (“Appcon”), which was formed under the laws of the State of Nevada. Pursuant to Appcon’s Operating Agreement, each of Taptopia and ConvExx ~~hold~~owned a 50% interest in Appcon, which was created to function as a trade show organizer for mobile application trade shows to be held in the future. The trade show which Appcon was to organize initially was postponed due to insufficient registrations by trade show participants. On December 1, 2010, Taptopia and ConvExx mutually agreed to an orderly shut down of Appcon and dissolved the Company with the State of Nevada.

Basis of Presentation

In connection with preparation of the consolidated condensed financial statements and in accordance with the recently issued Statement of Financial Accounting Standards No. 165 “Subsequent Events” (SFAS 165), the Company evaluated subsequent events after the balance sheet date through the issuance date of these financial statements.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has incurred net loss during the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 and has a working capital deficit of $3,~~743~~785,~~370~~486. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from this uncertainty.

During fiscal ~~2010 and continuing through fiscal~~ 2011, Management plans to take the following steps in order to grow Metiscan;

·	Continue to reduce operating expenses by eliminating inefficiencies in our operations;

· Procure capital equipment necessary to maintain a market advantage for our ~~products and~~ services we offered;

·Page ~~Evaluate~~12 ~~further~~of ~~upgrades and improve service at our freestanding diagnostic imaging center;~~33

· ~~Develop~~Evaluate ~~mobile~~further ~~software~~upgrades ~~solutions~~of ~~for~~infrastructure ~~the~~and ~~convention~~licensed software, ~~meeting~~as ~~and~~well ~~trade~~as ~~show~~improve ~~industries~~service at our freestanding diagnostic imaging center;

· ~~Raise~~Develop ~~additional~~mobile ~~working~~software ~~capital~~solutions ~~through~~for the ~~sale~~convention, ofmeeting ~~the Company’s common stock~~ and ~~convertible~~trade ~~debt~~show industries; and

·	Develop and acquire new technologies and operating ventures that add value to the overall entity.

Revenue Recognition

The Company uses the accrual method of accounting. Sales are recognized when service is provided.

Depreciation and Amortization

The Company depreciates its property and equipment using the straight-line method with estimated useful lives from five to thirty-nine years. For federal income tax purposes, depreciation is computed using an accelerated method.

Income Taxes

The Company accounts for income taxes under SFAS 109, “Accounting for Income Taxes.” Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results could vary materially from management’s estimates and assumptions.

Page 13 of 33

Disclosure About Fair Value of Financial Instruments

The Company estimates that the fair value of all financial instruments at ~~September~~March 3031, ~~2010~~2011 as defined in FASB 107 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying balance sheet. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

Basic and Diluted Income (Loss) per Share

In accordance with SFAS No. 128, “Earnings Per Share,” basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed similar to basic income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010, the Company had no potentially dilutive shares.

Recent Accounting Pronouncements

~~Other~~There ~~accounting~~are ~~standards~~no ~~that~~current ~~have~~accounting ~~been~~pronouncements ~~issued or proposed by FASB~~ that doaffect ~~not require adoption until a future date are not expected to have a material impact on~~ the ~~consolidated financial statements upon adoption~~Company.

~~Approximately~~Convertible ~~$1,500,000 of the $2,281,277 accounts payable and accrued liabilities are attributed to discounted operations and the corresponding chapter 7 bankruptcy proceedings for Corpus.~~Debt

Convertible Note #1

Effective April 15, 2010, as consideration for a $100,000 loan, the Company executed a convertible promissory note (the “Convertible Note #1”) to SBCH Charitable Foundation in the amount of one hundred thousand ($100,000) dollars. Interest on the outstanding portion of the principal of Convertible Note #1 accrues at a rate of twelve (12%) percent per annum, payable monthly. Pursuant to Convertible Note #1, beginning on October 15, 2010, and continuing each month thereafter until September 15, 2011 (the “Maturity Date for Note #1”), one-twelfth of the outstanding principal is automatically converted into common stock of the Company at a conversion price of sixty (60%) percent of the average closing bid price of the five (5) trading days prior to the date of conversion; provided, however, that the conversion price shall not exceed $0.001 per share.

Effective September 15, 2010, Convertible Note #1 was amended such that conversion of principal and interest would begin on April 15, 2011, and continuing each month thereafter until March 15, 2012 (the “Amended Maturity Date for Note #1”). Effective April 1, 2011, Convertible Note #1 was further amended such that conversion of principal and interest would begin on July 15, 2011, and continuing each month thereafter until June 15, 2012 (the “Second Amended Maturity Date for Note #1”) and no interest payments shall be due until the Second Amended Maturity Date for Note #1.

Page 14 of 33

Convertible Note #2

Effective September 1, 2010, as consideration for a $100,000 loan, the Company executed a convertible promissory note (the “Convertible Note #2”) to SBCH Charitable Foundation in the amount of one hundred thousand ($100,000) dollars. Interest on the outstanding portion of the principal of Convertible Note #2 accrues at a rate of twelve (12%) percent per annum, payable monthly. Pursuant to Convertible Note #2, beginning on March 1, 2011, and continuing each month thereafter until February 1, 2012 (the “Maturity Date for Note #2”), one-twelfth of the outstanding principal is automatically converted into common stock of the Company at a conversion price of sixty (60%) percent of the average closing bid price of the five (5) trading days prior to the date of conversion; provided, however, that the conversion price shall not exceed $0.001 per share.

Effective April 1, 2011 Convertible Note #2 was amended such that conversion of principal and interest would begin on January 1, 2013, and continuing each month thereafter until December, 2014 (the “Amended Maturity Date for Note #2” and that no interest payments shall be due until the Amended Maturity Date for Note #2.

Subsequent Events

On May 10, 2011, SBCH Charitable Foundation (“SBCH”) was issued fifty million restricted shares (50,000,000) of the Company’s common stock for deferring interest payments and amending the Maturity Date related to Convertible Note #1.

On May 10, 2011, SBCH was issued fifty million restricted shares (50,000,000) of the Company’s common stock for deferring interest payments and amending the Maturity Date related to Convertible Note #2.

On May 10, 2011, SBCH was issued fifty million restricted shares (50,000,000) of the Company’s stock as payment for terminating an Employee Benefits and Payroll Services letter agreement.

On May 10, 2011, Michael Foster & Associates was issued fifteen million restricted shares (15,000,000) of the Company’s common stock as payment for Digital Show Guide™ commissions earned from Taptopia.

On April 28, 2011, Metiscan amended its Certificate of Incorporation with the State of Delaware such that the Company shall have the authority to issue ten billion ten million (10,010,000,000) shares, of which ten billion (10,000,000,000) shares shall be common stock, par value $0.0001 per share, and ten million (10,000,000) shares shall be preferred stock, par value $0.0001 per share.

NOTE 2 ACCOUNTS PAYABLE AND ACCRUED LIABILITY

Approximately $1,500,000 of the $2,226,941 accounts payable and accrued liabilities are attributed to discounted operations and the corresponding chapter 7 bankruptcy proceedings for Metiscan-CC, Inc.

Page 15 of 33

NOTE 3 CANCELLATION OF SERIES A & SERIES B PREFERRED STOCK

On February 5, 2010, the Company cancelled its Series A and Series B Preferred class of stock (“A and B Preferred Shares”) and created a Series E and Series F Preferred class of stock (“E and F Preferred Shares”). The cancellation of the A and B Preferred Shares and creation of the E and F Preferred Shares was pursuant to the settlement agreement reached with Garth James ~~whereby~~whereas Mr. James was issued sixty (60) shares of Series E Preferred stock and seventy-two (72) shares of Series F Preferred stock. Each month, beginning February 2010, the Company ~~redeems~~purchases one (1) share of Series E Preferred stock and one (1) share of Series F Preferred stock at the total cost of approximately $10,000. Through ~~September~~March 3031, ~~2010~~2011, the Company has ~~redeemed~~purchased ~~six~~thirteen (613) ~~shares~~ of each ~~Series~~series for a total of approximately $60130,000.

NOTE 4 INVESTMENT IN LIMITED LIABILITY COMPANY

On February 11, 2010, the Company’s wholly owned subsidiary, Taptopia invested $100 in AppCon, LLC a limited liability company formed under the laws of the state of Nevada. Taptopia ~~owns~~owned 50% of the interest and ConvExx, an unrelated entity, ~~owns~~owned the remaining 50%. The purpose of the limited liability company iswas to function as a trade show organizer for mobile application trade shows to be held in the future. On December 1, 2010, Taptopia and ConvExx mutually agreed to an orderly shut down of Appcon and dissolved Appcon with the State of Nevada.

NOTE 5 LOSS ON SETTLEMENT OF DEBT

During the three months ~~and nine months~~ ended ~~September~~March 3031, ~~2010~~2011, we experienced a net loss on the settlement of debt in the amount of $2817,~~333 and $375,126, respectively~~439. ~~This loss on the settlement of debt was mainly attributed to the write off of $356,900 of notes receivable by our subsidiary, SOMRI, due to the determination that these funds were not collectible.~~

NOTE 6 LEGAL PROCEEDINGS

~~Shareholder~~There ~~and~~are ~~Former~~no ~~President~~legal proceedings.

OnITEM October 20, 2009, we filed a Demand for Arbitration (the “Demand”) with the American Arbitration Association in New York, New York against Garth James, the former owner of Corpus, Technologies, and the former majority stockholder of SOMRI2. MANAGEMENT'S ~~Together~~DISCUSSION ~~with~~AND ~~the~~ANALYSIS ~~Demand,~~OR aPLAN ~~Statement~~OF of Claim was filed pursuant to which we sought to recover damages from Mr. James based upon Breach of Contract, Fraud in the Inducement, Material Misrepresentations and Unjust Enrichment with respect to an Acquisition Agreement and the breach of an Employment Agreement. This matter was settled on February 5, 2010. Pursuant to the settlement agreement, each party executed general releases of the other parties to the Demand, and we issued Mr. James the following: thirty-million (30,000,000) shares of common stock, sixty (60) shares of Series E Preferred stock and seventy-two (72) shares of Series F Preferred stock.OPERATION

Notes Receivables

On October 29, 2009, SOMRI filed an Original Petition and Request for Disclosures with the District Court in Dallas County, Texas against MRI Central – Little Rock, Inc. (“Little Rock”) and MRI Central – Lubbock, Inc. (“Lubbock”) seeking to recover monies loaned to both Little Rock and Lubbock as evidenced by various promissory notes. The principal amount owed to SOMRI was $356,900. On March 10, 2010, SOMRI filed a Notice of Non-Suit with Prejudice, requesting that the court dismiss with prejudice all claims asserted in the lawsuit.

Former Employee

Mr. Jeff Brooks, a former employee of Corpus, filed a complaint alleging that on April 26, 2007, Corpus and Mr. Garth James, Corpus’s former President and current stockholder, allegedly reached a tentative oral agreement with Mr. Brooks pursuant to which Mr. Brooks would receive approximately $150,000 in compensation. During June 2007, Corpus and Mr. James rejected the alleged agreement. Mr. Brooks then attempted to validate and enforce the alleged agreement and claimed additional damages of an undetermined amount, attorney’s fees and court costs, and pre-judgment and post-judgment interest. On September 29, 2009, the State of Texas Court of Appeals ruled in favor of Corpus and determined that the alleged agreement was not enforceable.

Note Payable

On August 21, 2008, Laurel Center Management Employee Profit Sharing Trust, (“Laurel”), the holder of a promissory note from Corpus, filed suit in the District Court of Dallas County, Texas against Corpus and Mr. Garth James, Corpus’s former President and current stockholder, for Breach of Contract. The suit claims that Corpus failed to make the required quarterly payment on July 1, 2008 within the 15 day grace period and thus defaulted on the promissory note. Laurel sent Corpus notice on August 6, 2008 of its intent to accelerate the promissory note as set forth in the default provisions. Corpus failed to pay the amount owing and Laurel sought actual damages to be determined at trial, reasonable and necessary attorney’s fees and court costs and pre-judgment and post-judgment interest at the highest lawful rates. On October 16, 2009, Corpus filed a petition for relief under Chapter 7 of the Bankruptcy Code. As of March 31, 2010, summary judgment has been granted to Laurel for the full amount of $1,011,638.44 against Corpus and Mr. Garth James; however, because of Corpus’ petition for relief under Chapter 7 of the Bankruptcy Code, Laurel cannot currently collect pursuant to said judgment. In view of the fact that we are no longer a party, we have no knowledge whether there is an ongoing proceeding.

Lease

On July 6, 2009, YPI 6688 NCX, LLC, (“Younan”), Corpus’ former landlord, filed suit in the District Court of Dallas County, Texas against Corpus for Breach of its Lease. Corpus entered into a six (6) year Lease Agreement with Younan on October 22, 2003. The suit states that Corpus had vacated the premises prior to the end of the lease term and failed to make payments due pursuant to the lease, thus breaching the terms of the lease. On October 16, 2009, Corpus filed a petition for relief under Chapter 7 of the Bankruptcy Code. On August 14, 2009, the District Court of Dallas Awarded Younan a judgment in the amount of $188,593.30; however, because of Corpus’ petition for relief under Chapter 7 of the Bankruptcy Code, Younan cannot currently collect pursuant to said judgment.

Because of Corpus’ petition for relief under Chapter 7 of the Bankruptcy Code on October 16, 2009, our financial statements present the operating results from Corpus as discontinued operations.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read this section together with our financial statements and related notes thereto included elsewhere in this report. In addition to the historical information contained herein, this report contains forward-looking statements that are subject to risks and uncertainties. Forward-looking statements are not based on historical information but relate to future operations, strategies, financial results or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. Certain statements contained in this 10-Q, including, without limitation, statements containing the words "believe," "anticipate," "estimate," "expect," "are of the opinion that" and words of similar import, constitute "forward-looking statements." You should not place any undue reliance on these forward-looking statements.

Page 16 of 33

You should be aware that our results from operations could materially be effected by a number of factors, which include, our ability to control costs and expenses, access to capital, and our ability to meet contractual obligations. There may be other factors not mentioned above or included elsewhere in this report that may cause actual results to differ materially from any forward-looking information.

20CRITICAL ACCOUNTING POLICIES

You should be aware that our results from operations could materially be affected by a number of factors, which include, but are not limited to the following: our ability to control costs and expenses, access to capital, and our ability to meet contractual obligations. There may be other factors not mentioned above or included elsewhere in this report that may cause actual results to differ materially from any forward-looking information.

Our discussion and analysis of our financial condition and results of operations are based upon our statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with our Board of Directors, we have identified two accounting policies that we believe are key to an understanding of our financial statements. These are important accounting policies that require management's most difficult, subjective judgment.

Going Concern. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's current financial resources are not considered adequate to fund its planned operations. This condition raises substantial doubt about its ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Non-Cash Equity Issuances. We periodically issue shares of our common stock in exchange for, or in settlement of, services. Our management values the shares issued in such transactions at either the then market value of our common stock, as determined by the Board of Directors and after taking into consideration factors such as the volume of shares issued or trading restrictions, or the value of the services received, whichever is more readily determinable.

SELECT FINANCIAL INFORMATION

	For the Three Months Ended
	September 30, 2010			September 30, 2009
	March 31, 2011			March 31, 2010
Statement of Operations Data
Total Revenue	$	~~462~~485,~~799~~561		$	~~566~~898,~~498~~628
Operating Loss	$	~~(36~~26,~~816~~912	)	$	(~~225~~280,~~306~~914	)
Net income (loss) after taxes	$	(9310,~~702~~346	)	$	(174,~~319,327~~472	)
Net income ( loss) per share	$	(0.00	)	$	0.00
Balance Sheet Data
Total assets	$	1211,~~025~~961,~~140~~603		$	1211,~~054~~891,~~417~~262
Total liabilities	$	(4,~~477~~414,~~595~~188	)	$	(4,~~662~~478,~~785~~595	)
Stockholders’ equity (deficit)	$	7,547,~~545~~415		$	(7,~~391~~412,~~632~~667	)

~~During~~Page ~~the~~17 ~~three months ended September 30, 2010 our revenues were $462,799 as compared to $566,498 during the three months ended September 30, 2009. This decrease~~ of ~~$103,699, or 18%, is a result of a reduction in revenues that our majority owned subsidiary FirstView EHR, Inc. (“FirstView”) produced.~~33

~~Our~~During ~~cost of revenues during~~ the three months ended ~~September~~March 3031, ~~2010~~2011 our revenues were $~~105~~485,~~439~~561 as compared to $~~149~~898,~~278~~628 during the three months ended ~~September~~March 3031, ~~2009~~2010. ~~Cost~~This ofdecrease ~~revenues as a percentage~~ of ~~revenues~~$413,067, ~~were~~or 2345% ~~during the three months ended September 30~~, ~~2010~~is asprimarily ~~compared~~the toresult ~~26%~~of ~~during~~our ~~the~~operation ~~three~~of ~~months~~Schuylkill ~~ended~~Open ~~September 30~~MRI, ~~2009~~Inc. ~~This~~(SOMRI) ~~decrease~~and ofthe ~~$43,834 or 4% is a direct result of a decrease in~~ revenues that ~~our~~ majority owned subsidiary FirstView ~~produced~~EHR, Inc. (FirstView) produces.

Our cost of revenues during the three months ended March 31, 2011 were $117,304 as compared to $152,586 during the three months ended March 31, 2010. Cost of revenues as a percentage of revenues were 24% during the three months ended March 31, 2011 as compared to 16% during the three months ended March 31, 2010. This is a decrease of $35,282 or 23%.

Although there can be no assurance, we anticipate cost of revenues to remain within the range of 10% to 25% of revenues in the foreseeable future.

Our selling, general and administrative expenses during the three months ended ~~September~~March 3031, ~~2010~~2011 were $~~394~~341,~~176~~345 as compared to $~~642~~465,~~526~~128 during the three months ended ~~September~~March 3031, ~~2009~~2010. ~~The~~This is a decrease of $~~248~~123,~~350~~780, or 3827%~~, was the result of streamlining operations and reducing unnecessary workforce~~. ~~This decrease was offset by an increase in professional fees associated with required financial filings and legal proceedings.~~ While there can be no assurance of a specific trend, we are continually working to minimize our selling, general and administrative expenses that will allow our revenues to sufficiently cover these expenses.

We experienced a net loss from operations of $3610,~~816~~346 during the three months ended ~~September~~March 3031, ~~2010~~2011 as compared to a net loss from operations of $~~225~~74,~~306~~472 during the three months ended ~~September~~March 3031, ~~2009~~2010.

Our interest expense during the three months ended ~~September~~March 3031, ~~2010~~2011 was $2819,~~576~~824 as compared to $448,~~668~~634 during the three months ended March ~~September 30~~31, ~~2009~~2010. The ~~reduction~~increase in interest expense is a direct result of the discontinued operations and Chapter 7 bankruptcy filing ofwith ~~Corpus~~Metiscan- CC, Inc. As of ~~September~~March 3031, ~~2010~~2011, the interest rates on our notes payable ranged from 6.1% to 12%.

22During the three months ended March 31, 2011 we experienced a net loss on the settlement of debt in the amount of $17,439 as compared to $346,793 during the three months ended March 31, 2010.

~~During~~Liquidity ~~the~~and ~~three~~Capital ~~months ended September 30, 2010 we experienced a net loss on the settlement of debt in the amount of $28,333 as compared to $966,740 during the three months ended September 30, 2009.~~Resources

	For the Nine Months Ended
	September 30, 2010			September 30, 2009
Statement of Operations Data
Total Revenue	$	1,876,289		$	1,718,148
Operating Income (Loss)	$	147,648		$	(62,674	)
Net income (loss) after taxes	$	(302,563	)	$	(1,474,861	)
Net income ( loss) per share	$	(0.00	)	$	0.00
Balance Sheet Data
Total assets	$	12,025,140		$	12,054,417
Total liabilities	$	(4,477,595	)	$	(4,662,785	)
Stockholders’ deficit	$	(7,547,545	)	$	(7,391,632	)

We have incurred an operating loss for the three months ended March 31, 2011 of $10,346 and an operating loss for the three months ended March 31, 2010 of $74,472. As of March 31, 2011, we had an accumulated deficit of $2,000,178 and available cash of $82,244. The Company had a working capital deficit of $3,737,139 as of March 31, 2010.

~~During~~Page ~~the~~18 ~~nine months ended September 30, 2010 our revenues were $1,876,289 as compared to $1,718,148 during the nine months ended September 30, 2009. This increase~~ of ~~$158,141, or 9%, is primarily the result of our operation of SOMRI and revenues that our wholly owned subsidiary Taptopia, Inc. produced.~~33

~~Our~~We ~~cost~~expect ofour revenues to increase during the ~~nine~~foreseeable ~~months~~future ~~ended~~as ~~September~~a ~~30,~~result ~~2010~~of ~~were~~increasing ~~$398,358~~the asnumber ~~compared~~of customers we service. Revenues from our services are expected to ~~$414,354~~increase ~~during~~in proportion to the ~~three~~number ~~months~~of ~~ended~~customers ~~September~~serviced ~~30,~~by ~~2009~~us. ~~Cost~~Currently ofcash ~~revenues~~flows asfrom aoperations ~~percentage~~are ofnot ~~revenues~~sufficient ~~were~~to ~~21%~~meet ~~during~~our cash requirements. Consequently, we are depending upon the ~~nine~~proceeds ~~months~~from ~~ended~~future ~~September~~debt ~~30,~~or ~~2010~~equity asinvestments ~~compared~~to sustain our operations and implement our business plan until revenue is sufficient to ~~24%~~cover ~~during~~our ~~the~~operating ~~nine~~expenses. ~~months~~If ~~ended~~we ~~September~~are 30unable to raise sufficient capital, ~~2009.~~we ~~This~~will ~~decrease~~be required to delay or forego some portion of ~~$15~~our business plan,~~996~~ orwhich 3%would ishave a ~~direct~~material ~~result~~adverse ofeffect ~~increased~~on ~~revenues~~our anticipated results from operations and ~~our~~financial ~~focus~~condition. onThere ~~eliminating~~is ~~inefficiencies~~no inassurance that we will be able to obtain necessary amounts of capital or that our ~~operations~~estimates of our capital requirements will prove to be accurate.

~~Although~~During ~~there~~the ~~can~~three bemonths noended ~~assurance~~March 31, we2011 ~~anticipate~~cash ~~cost~~provided ofby ~~revenues~~operations was $1,245 as compared to ~~remain~~$30,435 ~~within~~cash provided by operations during the ~~range~~three months ended March 31, 2010. This is a direct result of ~~10%~~our toincrease ~~25%~~in net loss in the amount of ~~revenues~~$1,172,298 and the decrease in accounts payable and accrued expenses in the ~~foreseeable~~amount ~~future~~of $209,219 during the three months ended March 31, 2011 as compared to an increase of $65,488 during the three months ended March 31, 2010.

~~Our~~During ~~selling, general and administrative expenses during~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 ~~were~~we used $142,~~330,283~~604 to purchase property and equipment as compared to $114,~~366,468~~613 during the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010. The decrease of $36,185, or 3%, was the result of streamlining operations and reducing unnecessary workforce. This decrease was offset by increase professional fees associated with required financial filings and legal proceedings. While there can be no assurance of a specific trend, we are continually working to minimize our selling, general and administrative expenses that will allow our revenues to sufficiently cover these expenses.

23During the three months ended March 31, 2011 we provided $30,879 of cash in financing activities as compared to using $52,864 in financing activities during the three months ended March 31, 2010.

We experienced a net income from operations of $147,648 during the nine months ended September 30, 2010 as compared to a net loss from operations of $62,674 during the nine months ended September 30, 2009.

Our interest expense during the nine months ended September 30, 2010 was $46,846 as compared to $82,864 during the nine months ended September 30, 2009. The reduction interest expense is a direct result of the discontinued operations and the Chapter 7 bankruptcy filing of Corpus. As of September 30, 2010, the interest rates on our notes payable ranged from 6.1% to 12%.

During the nine months ended September 30, 2010 we experienced a net loss on the settlement of debt in the amount of $403,459 as compared to $943,131 during the three months ended September 30, 2010.

During the three months ended September 30, 2010, SOMRI, Shoreline, Firstview and Taptopia produced revenues of $421,374, $21,214, $15,361 and $3,750, respectively, representing 90%, 6%, 3% and 1%, respectively, of our total revenues.

During the nine months ended September 30, 2010, SOMRI, Firstview, Shoreline and Taptopia and produced revenues of $1,677,959, $111,016, $64,264 and $23,050, respectively, representing 89%, 6%, 3% and 1%, respectively, of our total revenues.

During the three months ended September 30, 2010, Shoreline, Taptopia, Firstview and SOMRI and produced net income (loss) of $43,457, ($18,138), ($33,297) and ($58,067), respectively. During the nine months ended September 30, 2010, Shoreline, Taptopia, Firstview, and SOMRI produced net income (loss) of $47,742, ($31,486), ($49,572) and ($120,201), respectively.

We have incurred an operating loss for the nine months ended September 30, 2010 and an operating loss for the nine months ended September 30, 2009. As of September 30, 2010, we had an accumulated deficit of $1,864,367 and available cash of $166,031. The Company had a working capital deficit of $3,743,370 as of September 30, 2010.

Although there can be no assurance, we expect our revenues to increase during the foreseeable future as a result of increasing the number of customers we service. Revenues from our services are expected to increase in proportion to the number of customers serviced by us. Currently cash flows from operations are not sufficient to meet our cash requirements. Consequently, we are depending upon the proceeds from future debt or equity investments to sustain our operations and implement our business plan until revenue is sufficient to cover our operating expenses. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There can be no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.

Although we have commitments for outside financing, it may not be available in the amounts or times when we require. Furthermore, such financing would likely take the form of bank loans, private placement of debt or equity securities or some combination of these. The issuance of additional equity securities would dilute the stock ownership of current investors while incurring loans, lines of credit or debt by us would increase our capital requirements and possible loss of valuable assets if such obligations were not repaid in accordance with their terms.

During the nine months ended September 30, 2010 cash used in operations was $14,323 as compared to $678,600 cash provided by operations during the nine months ended September 30, 2009. This is a direct result of our increase in net loss in the amount of $1,172,298 and the decrease in accounts payable and accrued expenses in the amount of $385,101 during the nine months ended September 30, 2010 as compared to an increase of $1,038,971 during the nine months ended September 30, 2009.

During the nine months ended September 30, 2010 we used $90,438 to purchase property and equipment as compared to $68,216 during the nine months ended September 30, 2009.

During the nine months ended September 30, 2010 we received $257,491 of cash in financing activities as compared to using $564,886 in financing activities during the nine months ended September 30, 2009.

Off-Balance Sheet Arrangements

Since our inception through ~~September~~March 3031, ~~2010~~2011, we have not engaged in any off-balance sheet arrangements as defined in Item 303(ac)~~(4)~~ of the SEC’s Regulation S-KB.

OnRisk August 8, 2008, Metiscan, Inc. (Metiscan, the Company, our or we) completed the acquisition of Metiscan Technologies, Inc. (Technologies) and at the same time, elected a new slate of directors and appointed new corporate officers.Factors

OnAn ~~November~~investment ~~13,~~in ~~2008,~~our wecommon ~~formed~~stock ~~Taptopia,~~involves ~~Inc.,~~ a ~~wholly~~high ~~owned~~degree ~~subsidiary~~of ~~that~~risk. If ~~provides~~any ~~technology~~of ~~utilizing~~the ~~Smartphones~~following torisks ~~event~~actually ~~organizers~~occur, ~~convention~~our ~~centers~~business, financial condition and ~~their~~operations ~~related~~will ~~vendors~~be materially affected.

OnAccordingly, ~~November~~prospective ~~13,~~investors ~~2008,~~should wecarefully ~~formed~~consider ~~Shoreline~~the ~~Employment~~following ~~Services,~~risk ~~Inc.~~factors, anin ~~employment~~addition ~~services~~to ~~company~~the ~~which~~other ~~provides~~information ~~part-time,~~with ~~full~~respect ~~time~~to our business, ~~and~~contained ~~contract~~before ~~employees~~purchasing shares.

On December 31, 2008, we completed the acquisition of two diagnostic imaging facilities, Schuylkill Open MRI, Inc. (SOMRI) located in Pottsville, Pennsylvania and Metiscan-CC, Inc. (“Corpus”), located in Corpus Christi, Texas in stock-for-stock transactions. As a result, Corpus became our wholly owned subsidiary and SOMRI became our seventy two (72%) percent owned subsidiary (the remaining issued and outstanding shares of SOMRI are owned by a Pennsylvania physician, a former officer of SOMRI and a former consultant of SOMRI). Pursuant to the same Agreement the Company agreed to issue a total of 9,000,000,000 shares (the “Imaging Shares”) of its common stock in exchange for 100% of the issued and outstanding shares of Corpus and a majority ownership of SOMRI. Pursuant to an ancillary letter agreement dated December 31, 2008, Metiscan agreed to issue the Imaging Shares on or before March 31, 2009. The Imaging Shares were issued as 900,000 shares of Series “C” Preferred Stock on May 7, 2009, which are convertible into 9,000,000,000 shares of the Company’s common stock.

As of September 30, 2010, we operated the following subsidiaries:

• FirstView EHR, Inc. (“FirstView”) – FirstView is a majority owned subsidiary which provides healthcare information technology (“Healthcare IT”) services for diagnostic imaging facilities, including, but not limited to, web-based electronic healthcare records (EHR), long-term archiving and professional “Healthcare IT” services.

As of November 15, 2010 FirstView has ceased its operations and is currently evaluating other business pursuits.

• Shoreline Employment Services, Inc. (Shoreline) – Shoreline is an employment services company which provides part-time, full time, and contract employees, and provides other human resource related services such as employee benefits and retirement plans such as 401ks to us, our subsidiaries and two third parties on an as-needed basis. Shoreline is our wholly owned subsidiary.

• Taptopia, Inc. (Taptopia) – Taptopia is our wholly owned subsidiary which provides technology utilizing Smartphones to event organizers, convention centers, and their related vendors. Taptopia’s cornerstone product the Digital Show Guide™ (DSG) which was launched in December of 2009, enables attendees and exhibitors to easily navigate event schedules and exhibitor information from their Apple iPhones™, iPod touches™ and iPads™. Users have the ability to take notes about events or exhibitors directly within the software application, send their contact information and notes immediately to their contacts, utilize pre-event planning tools and stay current with real-time announcements. The DSG replaces traditional paper show guides and provides event organizers the ability to make last minute changes and additions to the DSG electronically.

Taptopia has filled a design patent application and a trademark application with the United States Patent and Trademark Office (USPTO) to legally protect Taptopia's Digital Show Guide(TM) product. The design patent application protects the graphical user interface (GUI) and its interactive design elements related to Taptopia's interactive digital maps. The trademark application protects the mobile software product's trade name -- Digital Show Guide(TM). Taptopia is also working on other Smartphone software technologies that may be utilized by event organizers, convention centers, and their related vendors.

On February 11, 2010, Taptopia entered into a joint venture with ConvExx, LLC to form Appcon, LLC (Appcon), which was formed under the laws of the State of Nevada. Pursuant to Appcon’s Operating Agreement, each of Taptopia and ConvExx hold a 50% interest in Appcon, which was created to function as a trade show organizer for mobile application trade shows to be held in the future. The trade show which Appcon was to organize initially was postponed due to insufficient registrations by trade show participants.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Based on the nature of our current operations, we have not identified any issues of market risk at this time.

ITEM 4. CONTROLS AND PROCEDURES

The principal executive officer and principal financial officer of the Company, (“the Certifying Officers”) with the assistance of advisors, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in section 240.13a-14(c) and 240.15d-14(c) under the Exchange Act) within 90 days prior to the filing of this report. Based upon the evaluation, the Certifying Officers have concluded that the Company’s disclosure controls and procedures are effective in timely alerting management to material information relative to the Company which is required to be disclosed in its periodic filings with the SEC.

There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have not been any material developments in any of the legal proceedings listed in our Form 10-Q for the period ended June 30, 2010. No additional legal proceedings have become reportable in the fiscal quarter ended September 30, 2010.

ITEM 1A. RISK FACTORS

OUR S-1 HAS NOT YET BEEN DECLARED EFFECTIVE.

We have filed a Registration Statement on Form S-1 (“S-1”) with the Securities and Exchange Commission (“SEC”). However, the S-1 has not yet been declared effective by the SEC. Until the S-1 is declared effective by the SEC, we are not aan SEC reporting company. There can be no assurance that our S-1 will ever be declared effective by the SEC.

WePage ~~have~~19 ~~voluntarily chosen to file this Form 10-Q Quarterly Report under Section 13 or 15(d)~~ of the Securities Exchange Act of 1934 (“10-Q”). This 10-Q has not been reviewed by the SEC and our voluntary quarterly and annual filings will likely not be reviewed by the SEC until after the S-1 is declared effective. Further, although we intend to comply with the SEC’s filing requirements, in view of the fact that we are not a SEC reporting company, we are not required to adhere to the SEC’s filing requirements.33

We have voluntarily chosen to file this Form 10-K Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (“10-K”). This 10-K has not been reviewed by the SEC and our voluntary quarterly and annual filings will likely not be reviewed by the SEC until after the S-1 is declared effective. Further, although we intend to comply with the SEC’s filing requirements, in view of the fact that we are not an SEC reporting company, we are not required to adhere to the SEC’s filing requirements.

THERE IS UNCERTAINTY AS TO OUR ABILITY TO REMAIN A GOING CONCERN.

As of ~~September~~March 3031, ~~2010,~~2011 we had an accumulated deficit of $12,~~864~~010,~~367~~523, had available cash of $~~166~~82,~~031~~244 and had current liabilities of $4,~~477~~414,~~595~~188. For the near future, it is likely that we will incur operating expenses without sufficient revenues to cover these expenses. We are likely to have a continually increasing net operating loss until we successfully increase our customer base and level our selling, general and administrative expenses. We cannot guarantee that we will be able to increase our customer base and revenues to the extent necessary to generate sufficient revenue to cover our operating expenses. We expect negative cash flow from operations to continue, at least for the foreseeable future, as we continue to develop our businesses. If cash generated by operations is insufficient to satisfy our liquidity requirements, we may be required to sell debt or additional equity securities. The sale of additional equity or convertible debt securities would result in additional dilution to our stockholders. Further, there can be no assurance that we will be able to successfully sell our securities in order to obtain additional capital.

SOMRI IS SUBJECT TO CHANGES IN HEALTHCARE LAWS THAT MAY REDUCE OUR REVENUES AND LOWER OUR PROFIT MARGINS.

Each time the United States government amends existing, or introduces new, healthcare laws, SOMRI may be faced with lower profit margins and/or the need to change the services offered by SOMRI. The U.S. government has undertaken efforts to control growing healthcare costs through legislation, regulation and voluntary agreements with medical care providers and drug companies. In the recent past, the U.S. Congress has considered several comprehensive healthcare reform proposals. The proposals were generally intended to expand healthcare coverage for the uninsured and reduce the growth of total healthcare expenditures. By way of example, the Deficit Reduction Act of 2006, (the “DRA”) drastically reduced the amount of revenue SOMRI was able to generate from each patient study through Medicare, which caused SOMRI’s to reduce fees to its clients thereby lowering its profit margins. If the United States government makes further changes in healthcare laws which lower government reimbursement of patient studies, we will again be forced to reduce our fees and lower our profit margins.

Page 20 of 33

IF WE FAIL TO COMPLY WITH THE EXTENSIVE HEALTHCARE LAWS AND GOVERNMENT REGULATIONS APPLICABLE TO US, WE COULD SUFFER PENALTIES OR BE REQUIRED TO MAKE SUBSTANTIAL CHANGES TO OUR OPERATIONS.

The healthcare industry is highly regulated. SOMRI is required to comply with extensive and complex laws and regulations at the federal, state, and local government levels. These laws and regulations relate to, among other things:

• Licensure and certification of healthcare facilities;

• Professional regulation of Physicians;

• Patient health and safety;

• Reimbursement for healthcare services;

• Availability of patient medical records;

• Patient referrals; and

• False claims.

Existing and new laws and regulations affecting the healthcare industry could create unexpected liabilities for us, could cause us to incur additional costs, ~~restrict our operations~~ and ~~limited~~could ~~how~~restrict weour ~~conduct business with referring physicians~~operations. Many healthcare laws are complex, and their application to specific products and services may not be clear. In particular, many existing healthcare laws and regulations, when enacted, did not anticipate the healthcare information services that we provide. However, these laws and regulations may nonetheless be applied to our products and services. Our failure to accurately anticipate the application of these laws and regulations, or other failure to comply, could create liability for us, result in adverse publicity and negatively affect our businesses. Some of the risks we face from healthcare regulation are as follows:

· • Anti-kickback Laws. There are federal and state laws that govern patient referrals, physician financial relationships and inducements to healthcare providers and patients. The federal healthcare programs’ anti-kickback law prohibits any person or entity from offering, paying, soliciting or receiving anything of value, directly or indirectly, for the referral of patients covered by Medicare, Medicaid and other federal healthcare programs or the leasing, purchasing, ordering or arranging for or recommending the lease, purchase or order of any item, good, facility or service covered by these programs. Many states also have similar anti-kickback laws, which are not necessarily limited to items, or services for which payment is made by a federal healthcare program. These laws are applicable to manufacturers and distributors and, therefore, may restrict how we and some of our customers market products to healthcare providers, including e-details. Any determination by a state or federal regulatory agency that any of our practices violate any of these laws could subject us to civil or criminal penalties and require us to change or terminate some portions of our business and could have an adverse effect on our business. Even an unsuccessful challenge by regulatory authorities of our practices could result in adverse publicity and be costly for us to respond to.

30• Medical Professional Regulation. The practice of most healthcare professions requires licensing under applicable state law. In addition, the laws in some states prohibit business entities from practicing medicine. If a state determines that some portion of our business violates these laws, it may seek to have us discontinue those portions or subject us to penalties or licensure requirements. Any determination that we are a healthcare provider and have acted improperly as a healthcare provider may result in liability to us.

·Page ~~Medical~~21 ~~Professional Regulation. The practice~~ of most healthcare professions requires licensing under applicable state law. In addition, the laws in some states prohibit business entities from practicing medicine. If a state determines that some portion of our business violates these laws, it may seek to have us discontinue those portions or subject us to penalties or licensure requirements. Any determination that we are a healthcare provider and have acted improperly as a healthcare provider may result in liability to us.33

If SOMRI violates these laws, SOMRI and/or our officers and directors could be subject to: (1) criminal penalties such as imprisonment and fines: (2) civil penalties, including monetary penalties and the loss of our license to operate our diagnostic imaging facilities: and (3) exclusion or suspension from participating in governmental healthcare programs such as Medicare and Medicaid.

REDUCTION OR CHANGES IN REIMBURSEMENT FROM GOVERNMENT OR THIRD-PARTY PAYORS COULD ADVERSELY AFFECT OUR ~~OPERATING~~OPPERATING RESULTS.

We are dependent on government and third-party sources for services provided to patients. A number of factors affect the amounts we receive for our services, including, but not limited to, whether or not we are a participating provider, negotiated discounts, fee schedules or capitation payment arrangements, cost containment and utilization decisions of third-party payors, Medicare and Medicaid regulations and reimbursement policies, and other market and cost factors. We have little or no control over any of the foregoing.

SOMRI IS SUBJECT TO COMPETITION WITH A SINGLE HOPSITAL IN OUR MARKET AREA WHICH MAY ADVERSELY AFFECT OUR PATIENT FLOW.

SOMRI competes with a single hospital that also provides MRI services in our market area. This hospital may have competitive advantages which may affect our patient flow. There can be no assurance that this competition, or other competition which we may encounter in the future, will not adversely affect the business, financial condition, results of operation or cash flows of SOMRI.

OUR ABILITY TO GENERATE REVENUE DEPENDS IN LARGE PART ON REFERRALS FROM PHYSICIANS AND A SIGNIFICANT REDUCTION WOULD ADVERSELY AFFECT OUR BUSINESS.

A significant reduction in physician referrals would have a negative impact on our business. We derive substantially all of our net revenue, directly or indirectly, from fees charged for the diagnostic imaging services performed at SOMRI. We depend on referrals of patients from unaffiliated physicians and other third parties who have no contractual obligations to refer patients to us for a substantial portion of the services we perform. If a sufficiently large number of these physicians and other third parties were to discontinue referring patients to us, our scan volume could decrease, which would reduce our net revenue and operating margins. Further, commercial third-party payors have implemented programs that could limit the ability of physicians to refer patients to us. For example, prepaid healthcare plans, such as health maintenance organizations, sometimes contract directly with providers and require their enrollees to obtain these services exclusively from those providers. Some insurance companies and self-insured employers also limit these services to contracted providers. These “closed panel” systems are now common in the managed care environment. Other systems create an economic disincentive for referrals to providers outside the system’s designated panel of providers. If we are unable to compete successfully for these managed care contracts, our results and prospects for growth could be adversely affected.

Page 22 of 33

WE MAY NOT BE ABLE TO GENERATE SUFFICIENT CASH FLOW TO MEET OUR DEBT SERVICE OBLIGATIONS.

Our ability to generate sufficient cash flow from operations to make payments on our debt and other contractual obligations will depend on our future financial performance. A range of economic, competitive, regulatory, legislative and business factors, many of which are outside of our control, will affect our financial performance. Our inability to generate sufficient cash flow to satisfy our debt and other contractual obligations would adversely impact our business, financial condition and results of operations.

WE DO NOT HAVE EMPLOYMENT CONTRACTS WITH OUR KEY EMPLOYEES WHICH COULD ADVERSELY AFFECT OUR ABILITY TO GROW AND MAINTAIN OUR BUSINESSES.

We do not currently have any employment contracts with any employees. However, we do have key employees who are instrumental to our business and would be difficult to replace. These employees include Bryan A. Scott, our President and Chief Executive Officer, Janine Frieh, our Chief Financial Officer, Michael Foster our Vice President of Sales and Marketing for Taptopia and Shelley Tomey our Center Manager for SOMRI. Mr. Foster has over 25 years experience in the convention and trade show industry and is instrumental in building relationships which affect the growth of Taptopia’s business. Mrs. Tomey has managed SOMRI since its inception in 2003 and is key in maintaining relationships with referring physicians. Currently, there are no plans to enter into employment agreements with these employees; however, we may change this policy in the future. There can be no assurance that these employees will accept agreements if we were to offer agreements to them.

32OUR CHIEF FINANCIAL OFFICER AND OUR CHIEF OPERATING OFFICER ARE EMPLOYED ON A PART-TIME BASIS WHICH MAY CAUSE THEM TO GIVE PRIORITY TO OTHER MATTERS OVER OUR NEEDS WHICH MAY MATERIALLY AFFECT OUR BUSINESS.

~~OUR~~Our ~~CHIEF~~Chief ~~FINANCIAL~~Financial ~~OFFICER~~Officer ~~AND~~operates ~~OUR~~her ~~CHIEF~~own ~~OPERATIONS~~CPA ~~OFFICER~~firm. Our ~~ARE~~Chief ~~EMPLOYED~~Operating ONOfficer Ais ~~PART~~employed by Barclaycard US. Our Chief Financial Officer and Chief Operating Officer work for us only on a part-~~TIME~~time ~~BASIS~~as ~~WHICH~~needed ~~MAY~~basis. ~~CAUSE~~There ~~THEM~~can TObe ~~GIVE~~no ~~PRIORITY~~assurance TOthat ~~OTHER~~these ~~MATTERS~~individuals ~~OVER~~will ~~OUR~~be ~~NEEDS~~able ~~WHICH~~to ~~MAY~~devote ~~MATERIALLY~~the ~~AFFECT~~time ~~OUR~~required ~~BUSINESS~~by us.

Our Chief Financial Officer operates her own CPA firm. Our Chief Operating Officer is employed by Barclays. Our Chief Financial Officer and Chief Operating Officer work for us only on a part-time as needed basis. There can be no assurance that these individuals will be able to devote the time required by us.

A CONFLICT OF INTEREST MAY ARISE BETWEEN MINTZ & FRAADE, P.C.’S CAPACITY AS OUR LEGAL COUNSEL AND AS A STOCKHOLDER.

The law firm of Mintz & Fraade, P.C. is our legal counsel. We have issued a total of 87,500,000 shares of the Company’s common stock to Mintz & Fraade, P.C. as consideration for legal services rendered to us, of which 85,000,000 shares are currently owned by Mintz & Fraade, P.C. and 2,500,000 shares have been transferred to Mintz & Fraade Enterprises, LLC. A conflict of interest may arise between Mintz & Fraade, P.C.’s capacity as our legal counsel and as a stockholder because Mintz & Fraade, P.C.’s interests as our stockholder may not be the same as its interests as our legal counsel.

WePage ~~are~~23 ~~currently authorized to issue 5,000,000,000 shares~~ of common stock, and as of September 30, 2010 there were 2,401,704,555 shares of common stock issued and outstanding. We are currently authorized to issue 10,000,000 shares of preferred stock. As of September 30, 2010 we have issued 900,000 shares of “Series C Preferred Stock” to Metiscan Holdings, Inc. (“Holdings”). Holdings has converted 150,000 shares of the Series C Preferred Stock into 1,500,000,000 shares of our common stock (which is included in the 2,401,704,555 shares of common stock issued and outstanding). The remaining 750,000 shares of Series C Preferred Stock owned by Holdings have voting rights equal to 7,500,000,000 shares of our common stock. The Series C Preferred Stock can be converted at any time into the then-available authorized but unissued shares of our common stock. At the present time, we have available 2,566,745,446 authorized but unissued shares of our common stock. At any time after our Certificate of Incorporation is amended to increase our authorized shares of common stock, the remaining shares of Series C Preferred Stock owned by Holdings can be converted into a total of 7,500,000,000 additional shares of common stock. Holdings currently has the same voting rights as if all of the Series C Preferred Stock had been converted into common stock. Accordingly, Holdings has the same voting rights whether or not the Series C Preferred Stock in converted into common stock.33

33WE ARE CONTROLLED BY OUR PRESIDENT, CHIEF EXECUTIVE OFFICER AND ONE OF OUR DIRECTORS, BRYAN A. SCOTT.

~~Our~~We ~~President,~~are ~~Chief~~currently ~~Executive~~authorized ~~Officer~~to ~~and~~issue ~~one~~10,000,000,000 shares of ~~our~~common ~~directors~~stock, ~~Bryan~~and A.as ~~Scott~~of May 2, is2011 ~~also~~there ~~the~~were ~~President~~2,564,650,554 ~~Chief~~shares ~~Executive~~of ~~Officer~~common ~~and~~stock ~~director~~issued ofand ~~Holdings~~outstanding. ~~Additionally,~~We ~~Brian~~are ~~Hart,~~currently ~~our~~authorized ~~Chief~~to ~~Operating~~issue ~~Officer~~10,000,000 ~~and~~shares ~~one~~ of ~~our~~preferred ~~directors~~stock. As isof ~~also~~December ~~the~~31, ~~Chief~~2010 ~~Operating~~we ~~Officer~~have ~~and~~issued ~~director~~900,000 shares of ~~Holdings~~“Series ~~and~~C ~~Janine~~Preferred ~~Frieh~~Stock” to Metiscan Holdings, ~~our~~Inc. ~~Chief~~(“Holdings”). Holdings ~~Financial~~has ~~Officer~~converted ~~and~~150,000 ~~one~~shares of ~~our~~the ~~directors~~Series isC ~~also~~Preferred ~~the~~Stock ~~Chief~~into ~~Financial~~1,500,000,000 ~~Officer~~shares ~~and~~of ~~director~~our ofcommon ~~Holdings. A~~stock ~~trust~~(which ~~for~~is ~~the~~included ~~benefit~~in ofthe ~~Mr.~~2,564,650,554 ~~Scott~~shares ~~(the~~of ~~“Trust”)~~common ~~owns~~stock ~~88%~~issued ofand ~~Holdings~~outstanding). The ~~Trust~~remaining ~~has~~750,000 ~~two~~shares ~~trustees:~~of ~~Bryan~~Series A.C ~~Scott~~Preferred asStock ~~the~~owned ~~“Family~~by ~~Trustee”~~Holdings ~~and~~have ~~Mandy~~voting ~~Adams~~rights equal to 7,500,000,000 ~~who~~shares isof anour ~~unrelated~~common ~~third~~stock. The ~~party~~Series asC ~~the~~Preferred ~~“Independent~~Stock ~~Trustee”. Bryan~~can A.be ~~Scott~~converted isat ~~also~~any ~~designated~~time asinto the ~~“primary~~then-available ~~beneficiary”~~authorized but unissued shares of ~~the~~our ~~Trust~~common stock. AsAt ofthe ~~September~~present 30time, ~~2010,~~we ~~through~~have ~~Holdings~~available 2,435,349,446 ~~the~~authorized ~~trustees~~but unissued shares of ~~the~~our ~~Trust~~common ~~have~~stock. At ~~the~~any ~~right~~time toafter ~~vote~~our ~~91.69%~~Certificate of ~~our~~Incorporation ~~voting~~is ~~securities~~amended ~~based~~to ~~upon~~increase ~~the~~our ~~number~~authorized of shares of common stock, ~~issued~~the ~~and~~remaining ~~outstanding~~shares as of ~~September~~Series ~~30,~~C ~~2010. Thus,~~Preferred ~~the~~Stock ~~trustees~~owned ofby ~~the~~Holdings ~~Trust~~can inbe ~~effect~~converted ~~control~~into ~~our~~a ~~Board~~total of ~~Directors~~7,500,000,000 ~~because~~additional shares of common stock. Holdings currently has the ~~power~~same tovoting ~~vote~~rights ~~its~~as ~~shares~~if toall ~~remove~~of ~~any~~the ~~director~~Series ~~from~~C ~~our~~Preferred ~~Board~~Stock ofhad ~~Directors~~been ~~and~~converted ~~replace~~into ~~him~~common orstock. Accordingly, ~~her~~Holdings ~~with~~has ~~someone~~the ~~chosen~~same byvoting ~~the~~rights ~~Trustees~~whether ofor not the ~~Trust~~Series C Preferred Stock is converted into common stock.

~~The~~Our ~~only~~President, ~~way~~Chief inExecutive ~~which~~Officer ~~Holdings~~and ~~would~~one ~~cease~~of toour ~~control~~directors, Bryan A. Scott, is also the President, Chief Executive Officer and a ~~majority~~director of ~~our~~Holdings. Additionally, ~~voting~~Brian ~~securities~~Hart, isour ifChief ~~our~~Operating ~~Certificate~~Officer and one of ~~Incorporation~~our directors is ~~amended~~also tothe ~~increase~~Chief Operating Officer and director of Holdings. Janine Frieh, our ~~authorized~~Chief ~~shares~~Financial Officer and one of ~~common~~our ~~stock~~directors, is also the Chief Financial Officer and a ~~sufficient~~director ~~number~~of Holdings. A trust for the benefit of ~~shares~~Mr. ~~are~~Scott ~~issued~~(the to“Trust”) owns 88% of Holdings. The Trust has two trustees: Bryan A. Scott as the “Family Trustee” and Mandy Adams, who is an unrelated third- party ~~stockholders~~as tothe ~~reduce~~“Independent ~~the~~Trustee”. Bryan ~~shares~~A. ~~owned~~Scott byis ~~Holdings~~also todesignated ~~less~~as ~~than~~the a“primary ~~majority~~beneficiary” of the Trust. ~~Because~~As of March 31, 2011, through Holdings, the trustees of the Trust have the right ~~currently~~ to vote ~~91.69~~approximately 89% of our voting securities based upon the number of shares of common stock issued and outstanding as of March 31, 2011. Thus, the trustees of the Trust ~~must~~in ~~approve~~effect ancontrol ~~increase~~our Board of ~~our~~Directors ~~authorized~~because ~~shares~~Holdings ~~and~~has ~~sales~~the ofpower ~~new~~to ~~securities~~vote inits ~~order~~shares to ~~reduce~~remove ~~the~~any ~~percentage~~director from our Board of ~~issued~~Directors and ~~outstanding~~replace ~~shares~~him ~~owned~~or byher ~~Holdings~~with tosomeone ~~less~~chosen ~~than~~by athe ~~majority~~Trustees of the Trust.

The only way in which Holdings would cease to control a majority of our voting securities is if our Certificate of Incorporation is amended to increase our authorized shares of common stock, and a sufficient number of shares are issued to third-party stockholders to reduce the shares owned by Holdings to less than a majority. Because the trustees of the Trust have the right currently to vote approximately 89% of our voting securities, the trustees of the Trust must approve an increase of our authorized shares and sales of new securities in order to reduce the percentage of issued and outstanding shares owned by Holdings to less than a majority.

Page 24 of 33

WE NEED ADDITIONAL FINANCING TO DEVELOP OUR BUSINESS AND TO MEET OUR CAPITAL REQUIREMENTS.

We will need additional financing to develop our business and meet our capital requirements. We currently have no arrangements to obtain additional financing and we will be dependent upon sources such as:

• future earnings,

• funds from private sources such as, loans and additional private placements, and

• funds from public offerings.

34We entered into an agreement dated June 26, 2009 (the “Account Management Agreement”) with five independent private equity investors and an unrelated intermediary as the manager of the transaction, which may provide us with up to $7,954,061, which is set forth on our balance sheet as of December 31, 2010 as “Other Non-Current Assets”. The terms and conditions of the Account Management Agreement are set forth in the Notes to our Financial Statements in Note 6 of this Annual Report on Form 10-K.

We entered into an agreement dated June 26, 2009 (the “Account Management Agreement”) with five independent private equity investors and an unrelated intermediary as the manager of the transaction, which may provide us with up to $7,955,795, which is set forth on our balance sheet as of September 30, 2010 as “Other Non-Current Assets”. The terms and conditions of the Account Management Agreement are set forth in the Notes to our Financial Statements on pages 11-13 of this Quarterly Report on Form 10-Q for the period ended September 30, 2010.

In view of our current working capital deficit, our ability to obtain additional funds is limited. Additional financing may only be available, if at all, upon terms which may not be commercially advantageous. If adequate funds are not available from operations or additional sources of financing, our business will be materially adversely affected.

OUR ANTICIPATED FUTURE GROWTH IS DEPENDENT UPON OUR ABILITY TO SUCCESSFULLY MANAGE THE GROWTH OF OUR OPERATIONS.

We expect to experience growth in the number of employees and the scope of our operations. There can be no assurance that we will be able to grow our business as expected. Taptopia has recently added an employee to its sales staff, and our Directors are contemplating our acquisition of a business although we have yet to identify any such business. Our future success will be highly dependent upon our ability to successfully manage the expansion of our operations. Our ability to manage and support our growth effectively will be substantially dependent upon our ability to implement adequate improvements to financial and management controls, reporting and other procedures and hire sufficient numbers of financial, accounting, administrative and management personnel. Our expansion, and the resulting growth in the number of our employees, will result in increased responsibility for both existing and new management personnel. There can be no assurance that we will be able to identify, attract and retain experienced accounting and financial personnel. Our future operating results will depend upon the ability of our management and other key employees to implement and improve our systems for operations, financial control and information management, and to recruit, train, and manage our employee base. There can be no assurance that we will be able to achieve or manage any such growth successfully or to implement and maintain adequate financial and management controls and procedures. Our inability to do so would have a material adverse effect upon our business, results of operations and financial condition.

Page 25 of 33

Our future success depends upon our ability to address potential market opportunities while managing our expenses to match our ability to finance our operations. This need to manage our expenses will place a significant strain upon our management and operational resources. If we are unable to manage our expenses effectively, our business, results of operations and financial condition will be adversely affected.

RISKS WITH RESPECT TO SHARES OF OUR COMMON STOCK

WE MAY BE SUBJECT TO THE SECURITIES AND EXCHANGE COMMISSION'S "PENNY STOCK" RULES IF OUR COMMON STOCK SELLS BELOW $5.00 PER SHARE.

As trading in our common stock is limited and quotations are sporadic, on ~~November~~May 1916, ~~2010~~2011, which was the last date upon which our common stock traded prior to the filing date of this Report, the closing price of our stock was $0.~~0005~~0009. Because of the current trading price of our common stock is below $5.00 per share, trading in our securities is subject to the requirements of the Securities and Exchange Commission's rules with respect to securities trading below $5.00, which are referred to as "penny stocks". These rules require the delivery prior to any transaction of a disclosure schedule explaining the penny stock market and all associated risks and impose various sales practice requirements upon broker-dealers who sell "penny stocks" to persons other than established customers and accredited investors, which are generally defined as institutions or an investor individually or with their spouse, who has a net worth exceeding $1,000,000, excluding their residence, or annual income, individually exceeding $200,000 or, with their spouse, exceeding $300,000. For these types of transactions the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to the sale. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock, which could severely limit its market price and liquidity.

In addition, we are subject to an SEC rule (Rule 15c2-11) (the so-called penny stock rules) which imposes various requirements upon broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. The requirement that broker-dealers comply with this rule could deter broker-dealers from recommending or selling our common stock, thus further adversely affecting the liquidity and share price of our common stock, as well as our ability to raise additional capital.

WE HAVE NEVER PAID DIVIDENDS ON OUR COMMON STOCK.

We have never paid dividends on our common stock, and there can be no assurance that we will have sufficient earnings to pay any dividends with respect to the common stock. Moreover, even if we have sufficient earnings, we are not obligated to declare dividends with respect to the common stock. The future declaration of any cash or stock dividends will be in the sole and absolute discretion of the Board of Directors and will depend upon our earnings, capital requirements, financial position, general economic conditions and other pertinent factors. It is also possible that the terms of any future debt financing may restrict the payment of dividends. We presently intend to retain earnings, if any, for the development and expansion of our business.

36Page 26 of 33

OUR DIRECTORS HAVE THE RIGHT, WITHOUT THE AGREEMENT OF STOCKHOLDERS, TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK WITH ANY RIGHTS ALLOWABLE PURSUANT TO LAW, WHICH COULD ADVERSELY AFFECT THE RIGHTS AND VALUE OF OUR COMMON STOCK, INCLUDING VOTING RIGHTS AND LIQUIDATION PREFERENCES.

Our directors, without further action by our stockholders, have the authority to issue shares of Preferred Stock from time to time in one or more series, and to fix the number of shares, the relative rights, conversion rights, voting rights, terms of redemption, liquidation preferences and any other preferences, special rights and qualifications of any such series. Any issuance of Preferred Stock could adversely affect the rights of holders of common stock and the value of such common stock. Although our Board of Directors is required to make any determination to issue such stock based upon its judgment as to the best interests of our stockholders, our Board of Directors could, for example, act in a manner which would discourage an acquisition attempt or other transaction which some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. Our Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by applicable law or stock exchange rules.

THERE CAN BE NO ASSURANCE THAT OUR COMMON STOCK WILL EVER BE LISTED ON ANY ~~OF OTHER~~ NATIONAL SECURITIES EXCHANGES OR MARKETS.

Until such time as our common stock is listed upon any of the national securities exchanges or markets, of which there can be no assurance, accurate quotations as to the market value of our securities may not be possible. Sellers of our securities are likely to have more difficulty disposing of their securities than sellers of securities which are listed upon any of the several NASDAQ markets, the New York Stock Exchange, the American Stock Exchange, or one of the other national securities exchanges or markets.

Although we intend for our common stock to trade on public markets other than the Pink OTC Markets (where it is currently quoted), such as the OTC Bulletin Board, there can be no assurance that we would be successful in having our common stock listed or quoted on other public markets, or that if so listed or quoted, that our common stock would thereafter increase in value.

Page 27 of 33

Even if additional public markets do develop, the volume of trading in our common stock will presumably be limited and likely dominated by a few individuals. The limited volume, if any, will make the price of our common stock subject to manipulation by one or more stockholders and will significantly limit the number of shares that one can purchase or sell in a short period of time. An investor may find it difficult to dispose of shares of our common stock or obtain a fair price for our common stock in the market.

37Plan of Operation

~~ITEM~~On 2August 8, 2008, Metiscan, Inc. ~~UNREGISTERED~~ ~~SALES~~(Metiscan, OFthe ~~EQUITY~~Company, ~~SECURITIES~~our ~~AND~~or ~~USE~~we) OFcompleted ~~PROCEEDS~~the acquisition of Metiscan Technologies, Inc. (Technologies) and at the same time, elected a new slate of directors and appointed new corporate officers.

On November 13, 2008, we formed Taptopia, Inc., a wholly owned subsidiary that provides technology utilizing Smartphones to event organizers, convention centers, and their related vendors

On November 13, 2008, we formed Shoreline Employment Services, Inc., an employment services company which provides part-time, full time, and contract employees.

On December 31, 2008, we completed the acquisition of two diagnostic imaging facilities, Schuylkill Open MRI, Inc. (SOMRI) located in Pottsville, Pennsylvania and Metiscan-CC, Inc. (Corpus), located in Corpus Christi, Texas in stock-for-stock transactions. As a result, Corpus became our wholly owned subsidiary and SOMRI became our majority-owned subsidiary. Pursuant to the same Agreement the Company agreed to issue a total of 9,000,000,000 shares (the “Imaging Shares”) of its common stock in exchange for 100% of the issued and outstanding shares of Corpus and a majority ownership of SOMRI. Pursuant to an ancillary letter agreement dated December 31, 2008, Metiscan agreed to issue the Imaging Shares on or before March 31, 2009. The Imaging Shares were issued as 900,000 shares of Series “C” Preferred Stock on May 7, 2009, which is convertible into 9,000,000,000 shares of the Company’s common stock.

Page 28 of 33

On February 11, 2010, Taptopia entered into a joint venture with ConvExx, LLC to form Appcon, LLC (Appcon), which was formed under the laws of the State of Nevada. Pursuant to the Operating Agreement, each of Taptopia and ConvExx owned a 50% interest in Appcon, which was created to function as a trade show organizer for mobile application trade shows to be held in the future. On December 1, 2010, Taptopia and ConvExx mutually agreed to an orderly shut down of Appcon and dissolved the company with the State of Nevada.

As of November 15, 2010 FirstView has ceased its operations and is currently evaluating other business pursuits.

As of March 31, 2011, we operated the following subsidiaries:

• FirstView EHR, Inc. (FirstView) – FirstView is our wholly owned subsidiary which provides healthcare information technology (“Healthcare IT”) services for diagnostic imaging facilities, including, but not limited to, web-based electronic healthcare records (EHR), long-term archiving and professional “Healthcare IT” services.

As of November 15, 2010 FirstView has ceased its operations and is currently evaluating other business pursuits.

• Schuylkill Open MRI, Inc. (“SOMRI”) – We own seventy-two (72%) percent of SOMRI. A minority of the issued and outstanding shares of SOMRI are owned by a Pennsylvania physician and 2 other minority shareholders. SOMRI is an independent diagnostic testing facility (IDTF) located in Pottsville, Pennsylvania providing Magnetic Resonance Imaging (MRI) services and is unaffiliated with any hospital or medical group. SOMRI officially opened for business and began its operations in March, 2003 as an outpatient open MRI facility. SOMRI currently performs exams on the Siemens Concerto OPEN MRI System utilizing Siemens’ Syngo software. In 2008, Schuylkill also added the Siemens Magnetom Vision 1.5T high field closed magnet to its facility. Having both the Siemens Concerto OPEN MRI System and the Siemens Magnetom Vision 1.5T high field closed magnet gives SOMRI flexibility in the studies it can conduct. SOMRI uses FirstView’s Healthcare IT support to host and manage its RIS and PACS systems. SOMRI offers same day, evening and Saturday appointments to accommodate emergency and non-emergency patient’s schedule needs.

Page 29 of 33

• Shoreline Employment Services, Inc. (“Shoreline”) – Shoreline, which is our wholly owned subsidiary, is an employment services company that provides part-time, full time, and contract employees, and provides other human resource related services such as employee benefits and retirement plans such as 401ks to us, our subsidiaries and one third party on an as-needed basis.

• Taptopia, Inc. (Taptopia) – Taptopia is our wholly owned subsidiary which provides technology utilizing Smartphones to event organizers, convention centers, and their related vendors. Taptopia’s cornerstone product the Digital Show Guide™ (DSG) which was launched in December of 2009, enables attendees and exhibitors to easily navigate event schedules and exhibitor information from their Apple iPhones™, iPod touches™, iPads™ and BlackBerrys. Users have the ability to take notes about events or exhibitors directly within the software application, send their contact information and notes immediately to their contacts, utilize pre-event planning tools and stay current with real-time announcements. The DSG replaces traditional paper show guides and provides event organizers the ability to make last minute changes and additions to the DSG electronically.

Taptopia has filed a design patent application and a trademark application with the United States Patent and Trademark Office (USPTO) to legally protect Taptopia's Digital Show Guide(TM) product. The design patent application protects the graphical user interface (GUI) and its interactive design elements related to Taptopia's interactive digital maps. The trademark application protects the mobile software product's trade name -- Digital Show Guide(TM). Taptopia is also working on other Smartphone software technologies that may be utilized by event organizers, convention centers, and their related vendors.

On February 11, 2010, Taptopia entered into a joint venture with ConvExx, LLC to form Appcon, LLC (Appcon), which was formed under the laws of the State of Nevada. Pursuant to Appcon’s Operating Agreement, each of Taptopia and ConvExx owned a 50% interest in Appcon, which was created to function as a trade show organizer for mobile application trade shows to be held in the future. The trade show which Appcon was to organize initially was postponed due to insufficient registrations by trade show participants. On December 1, 2010, Taptopia and ConvExx mutually agreed to an orderly shut down of Appcon and dissolved the company with the State of Nevada.

Number of total employees and number of full-time employees

As of March 31, 2011, we had 17 total employees, of which 13 were full-time employees. Our subsidiaries had the following number of employees:

Page 30 of 33

	Total Employees:	Full-Time Employees:

FirstView:	0	0

SOMRI:	0	0

Shoreline:	17	13

Taptopia:	0	0

Shoreline is an employee services company which leases the services of its employees to the subsidiaries of Metiscan and other unrelated third parties.

As of March 31, 2011, we had 8 consultants. Our subsidiaries had the following number of consultants:

	Consultants:

FirstView:	0

SOMRI:	5

Shoreline:	1

Taptopia:	2

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Based on the nature of our current operations, we have not identified any issues of market risk at this time.

ITEM 4T. CONTROLS AND PROCEDURES

The principal executive officer and principal financial officer of the Company, who are the same person (“the Certifying Officer”) with the assistance of advisors, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in section 240.13a-14(c) and 240.15d-14(c) under the Exchange Act) within 90 days prior to the filing of this report. Based upon the evaluation, the Certifying Officer concludes that the Company’s disclosure controls and procedures are effective in timely alerting management to material information relative to the Company which is required to be disclosed in its periodic filings with the SEC.

Page 31 of 33

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. ~~(REMOVED~~ SUBMISSION ~~AND~~OF ~~RESERVED)~~MATTERS TO A VOTE OF SECURITY HOLDERS

During the quarter ended March 31, 2011, no matters were submitted to the Company's security holders.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

31.1 Certification of CEO and CFO Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of CFO Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

38Page 32 of 33

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	METISCAN, INC. (Registrant)
Dated: November 26, 2010	By:	/s/ Bryan A. Scott
Dated: May 17, 2011	By:	/s/ Bryan A. Scott
		Bryan A. Scott, President and Chief Executive Officer
		/s/ Janine Frieh
	By:	/s/ Janine Frieh
		Janine Frieh, Chief Financial Officer
		/s/Brian Hart
	By:	/s/ Brian Hart
		Brian Hart, Chief Operations Officer
		Brian Hart, Chief Operating Officer
		/s/ Rossanna Perales
	By:	/s/ Rossanna Perales,
		Rossanna Perales, Controller

39Page 33 of 33

Filing Compare · Aclor International, Inc.