10-Q

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

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2009
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ______________ to ________________

Commission file number: 000-51134

MMR INFORMATION SYSTEMS, INC.
(Exact name of Registrant as Specified in Its Charter)

DELAWARE	33-0892797
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
468 CAMDEN DRIVE, SUITE 200 BEVERLY HILLS, CA	90210
(Address of Principal Executive Offices)	(Zip Code)

(310) 476-7002
(Registrant's Telephone Number, Including Area Code)

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

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

                  Yes x       No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

                  Yes o       No o

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

Large accelerated filer o             Accelerated filer o    

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

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of August 14, 2009, the issuer had 130,206,644 shares of common stock outstanding.

TABLE OF CONTENTS

		Page
Part I.	FINANCIAL INFORMATION	1
Item 1.	Consolidated Financial Statements	1
	Consolidated Balance Sheets at June 30, 2009 (unaudited) and December 31, 2008	1
	Consolidated Statements of Operations - Three and Six Months Ended June 30, 2009 (unaudited) and June 30, 2008 (unaudited)	2
	Consolidated Statement of Stockholders' Deficit - Six Months Ended June 30, 2009 (unaudited)	3
	Consolidated Statements of Cash Flows - Six Months Ended June 30, 2009 (unaudited) and June 30, 2008 (unaudited)	4
	Notes to Consolidated Financial Statements (unaudited)	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4T.	Controls and Procedures	32
Part II.	OTHER INFORMATION	33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Submission of Matters to a Vote of Security Holders	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
Signatures		35

i

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

MMR INFORMATION SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS

		June 30,		December 31,
		2009		2008
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,605	$	75,779
Restricted cash		2,394		-
Accounts receivable, net of allowance for doubtful accounts of $66,668 (unaudited) and      $0 as of June 30, 2009 and December 31, 2008, respectively		16,019		6,928
Related party receivables		-		22,057
Deferred financing costs		142,857		-
Prepaid expenses and other current assets		335,465		82,471
Total current assets		499,340		187,235
Property and equipment, net		44,203		47,050
Deposits		7,745		1,885
Advances due from related party		-		100,000
Intangible assets, net		190,792		128,484
Total assets	$	742,080	$	464,654
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Line of credit, related party	$	891,441	$	822,520
Advances from affiliate		-		701,322
Related party payables		944,966		513,688
Compensation payable		69,315		58,188
Severance liability		620,613		-
Accounts payable and accrued expenses		2,754,056		944,438
Deferred revenue		165,839		189,824
Warrant liability		149,280		-
Notes payable, current portion		250,971		-
Capital leases payable, current portion		9,923		6,929
Total current liabilities		5,856,404		3,236,909
Notes payable, less current portion		199,372		-
Capital leases payable, less current portion		12,415		16,151
Total liabilities		6,068,191		3,253,060
Commitments and contingencies (See Note 5)
Stockholders' deficit:
Preferred stock - $0.001 per value, 5,000,000 shares authorized, none issued and outstanding		-		-
Common stock, $0.001 par value, 150,000,000 shares authorized, 126,098,201      (unaudited) and 80,629,266 shares issued and outstanding as of June 30, 2009 and      December 31 2008, respectively		126,098		80,629
Treasury stock, at cost, 0 and 1,145,324 shares as of June 30, 2009 (unaudited) and      December 31, 2008, respectively		-		(16,860)
Additional paid-in capital		9,897,872		8,300,460
Accumulated deficit		(15,350,081)		(11,152,635)
Total stockholders' deficit		(5,326,111)		(2,788,406)
Total liabilities and stockholders' deficit	$	742,080	$	464,654

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

1

MMR INFORMATION SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2009		2008		2009		2008
		(unaudited)		(unaudited)		(unaudited)		(unaudited)
Revenues
Subscriber	$	87,972	$	68,424	$	180,467	$	121,435
License fees and other		74,126		26,625		127,418		52,625
Total revenues		162,098		95,049		307,885		174,060
Cost of revenues		102,285		94,580		209,137		211,047
Gross profit (loss)		59,813		469		98,748		(36,987)
General and administrative expenses		1,349,113		287,693		2,643,518		707,410
Sales and marketing expenses		384,772		248,784		620,658		613,682
Technology development		63,095		40,625		106,843		85,625
Loss from operations		(1,737,167)		(576,633)		(3,272,271)		(1,443,704)
Gain on settlement of payables		36,945		-		89,170		-
Change in valuation of derivative liabilities		1,495,569		-		(655,261)		-
Interest and other expenses, net		(116,404)		(125,568)		(359,084)		(242,421)
Net loss	$	(321,057)	$	(702,201)	$	(4,197,446)	$	(1,686,125)
Net loss available to common shareholders per share:
Basic and Diluted	$	(0.00)	$	(0.01)	$	(0.04)	$	(0.03)
Weighted average common shares outstanding:
Basic and Diluted		124,881,831		67,666,718		117,357,033		65,683,009

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

2

MMR INFORMATION SYSTEMS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2009

	Preferred Stock			Common Stock			Treasury Stock				Additional		Accumulated
	Shares		Amount	Shares		Amount	Shares		Amount		Paid-In Capital		Deficit		Total
Balance at December 31, 2008, as restated in terms of shares of Favrille, Inc.	-	$	-	80,629,266	$	80,629	(1,145,324)	$	(16,860)	$	8,300,460	$	(11,152,635)	$	(2,788,406)
Shares issued to RHL Group for extension of guarantee	-		-	328,174		328	-		-		4,672		-		5,000
Reverse merger with Favrille, Inc.	-		-	41,254,550		41,255	-		-		441,346		-		482,601
Reclassification of options and warrants to derivative liabilities	-		-	-		-	-		-		505,981		-		505,981
Shares issued to replace options previously issued	-		-	57,263		57	1,145,324		16,860		(15,451)		-		1,466
Stock based compensation	-		-	-		-	-		-		217,602		-		217,602
Warrants issued for services	-		-	-		-	-		-		252,523		-		252,523
Stock options exercised by RHL Group as a reduction to related party note payable	-		-	2,461,298		2,461	-		-		110,759		-		113,220
Shares sold	-		-	82,044		82	-		-		3,692		-		3,774
Shares issued for one year rent	-		-	137,000		137	-		-		24,523		-		24,660
Stock option exercises	-		-	1,148,606		1,149	-		-		51,765		-		52,914
Net loss	-		-	-		-	-		-		-		(4,197,446)		(4,197,446)
Balance as of June 30, 2009 (unaudited)	-	$	-	126,098,201	$	126,098	-	$	-	$	9,897,872	$	(15,350,081)	$	(5,326,111)

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

3

MMR INFORMATION SYSTEMS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS

		Six Months Ended
		June 30,
		2009		2008
		(Unaudited)		(Unaudited)
Operating activities:
Net loss	$	(4,197,446)	$	(1,686,125)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		53,441		74,719
Change in allowance for doubtful accounts		66,668		-
Common stock issued as consideration for extension of guarantee		5,000		-
Common stock issued as replacement of options previously issued		1,466		-
Loss on disposal of property and equipment		2,237		-
Change in valuation of derivative liabilities		655,261		-
Warrants issued for services		252,523		-
Stock based compensation		217,602		5,965
Restricted common stock issued for services		-		104,250
Common stock issued as interest expense on line of credit		-		210,000
Gain on settlement of payables		(89,170)		-
Loss on sale of shares		6,260		-
Loss on write-off of advances due from related party		100,000		-
Loan commitment fee amortization		58,393		-
Effect of changes in:
Accounts receivable		(75,759)		12,825
Related party receivables		22,057		-
Prepaid expenses and other current assets		(19,269)		21,648
Deposits		(5,860)		26,718
Related party payables		278,419		(74,611)
Compensation payable		11,127		115,532
Accounts payable and accrued expenses		1,361,577		410,274
Deferred revenue		(23,985)		56,980
Deferred rent		-		(3,835)
Net cash used in operating activities		(1,319,458)		(725,660)
Investing activities:
Purchase of property and equipment		(8,052)		(3,566)
Patents		(107,087)		-
Restricted cash		(2,394)		-
Cash acquired from reverse merger with Favrille, Inc.		1,050,506		-
Net cash provided by (used in) investing activities		932,973		(3,566)
Financing activities:
Payments of capital lease payable		(3,377)		(4,466)
Proceeds from line of credit, related party		135,000		430,945
Proceeds from issuance of note payable		125,000		-
Proceeds from stock option exercises		52,914
Issuance of common stock		3,774		291,297
Net cash provided by financing activities		313,311		717,776
Net (decrease) in cash		(73,174)		(11,450)
Cash, beginning of period		75,779		11,450
Cash, end of period	$	2,605	$	-
Supplemental disclosures of cash flow information:
Cash paid for interest	$	901	$	9,082
Cash paid for income taxes	$	1,989	$	-
Supplemental disclosure of non-cash investing and financing activities:
Payment of payables through issuance of notes payable	$	139,355	$	-
Capitalized loan commitment fees payable	$	230,000	$	-
Payment of related party line of credit and office rent
through issuance of common stock	$	137,880	$	-

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

4

MMR INFORMATION SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2009

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

On January 27, 2009, MMR Information Systems, Inc. ("MMRIS"), (formerly known as Favrille, Inc. ("Favrille"), a Delaware corporation formed in January 2000, and hereinafter referred to as the "Company") consummated a business combination with MyMedicalRecords, Inc. (formerly known as mymedicalrecords.com, Inc., a Delaware corporation formed in 2005) ("MMR") through a merger of a wholly-owned subsidiary of MMRIS with and into MMR pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated November 8, 2008 (the "Merger"). Pursuant to the terms of the Merger, all of the outstanding common and preferred stock of MMR was cancelled and the former stockholders of MMR received an aggregate of 79,812,116 shares of Favrille common stock. In addition, MMRIS assumed the obligations of MMR under its outstanding stock options and warrants, which, pursuant to the terms of the Merger, represented the right to receive an aggregate 12,787,080 shares of MMRIS common stock at the effective time of the Merger. In connection with the Merger, MMR became a wholly-owned subsidiary of the Company, with the former stockholders of MMR collectively owning shares of the Company's common and preferred stock representing approximately 60.3% of the voting power of the Company's outstanding capital stock.

For accounting purposes, the Merger was treated as a reverse acquisition with MMR being the accounting acquirer. Accordingly, the historical financial results prior to the Merger are those of MMR. The results of operations for MMRIS are included in the Company's consolidated financial results beginning on January 27, 2009.

The presentation of consolidated statements of stockholders' equity (deficit) reflects the historical stockholders' equity (deficit) of MMR through January 26, 2009. The effect of the issuance of shares of MMRIS common stock in connection with the Merger and the inclusion of MMRIS's outstanding shares of common stock at the time of the Merger on January 27, 2009 is reflected in the six months ended June 30, 2009.

MMRIS, headquartered in Los Angeles, California, seeks to empower consumers and medical professionals by facilitating access to consumer medical records and associated vital documents (such as living wills, birth certificates and insurance policies). MMRIS offers consumers an easy-to-use, secure web-based product that allows documents, images and voice mail messages to be transmitted in and out of MMRIS's proprietary system using a variety of methods, including fax, file upload and email.

Principles of Consolidation

The consolidated financial statements include the accounts of MMRIS, and its wholly-owned subsidiaries MMR and Montana Merger Sub, Inc. All intercompany transactions have been eliminated upon consolidation.

Basis of Presentation

The accompanying consolidated unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with instructions to Form 10-Q pursuant to the rules and regulations of Securities and Exchange Act of 1934, as amended (the "Exchange Act") and Article 8-03 of Regulation S-X under the Exchange Act. Accordingly, they do not include all of the information and footnotes required by U.S. Generally Accepted Accounting Principles ("GAAP") for complete financial statements. In the opinion of management, all adjustments considered necessary (consisting of normal recurring adjustments) for a fair presentation are included herein. Operating results for the three and six month periods ended June 30, 2009 are not indicative of the results that may be expected for the fiscal year ending December 31, 2009. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2008, and in the Company's current report on Form 8-K/A filed on May 4, 2009.

5

Management's Plan

The Company has incurred net losses of approximately $3.5 million for the year ended December 31, 2008 and approximately $4.2 million (unaudited) for the six months ended June 30, 2009, and has an accumulated deficit of approximately $15.4 million (unaudited) as of June 30, 2009. Furthermore, its current liabilities exceed its current assets by approximately $5.4 million (unaudited) as of June 30, 2009.

Historically, the Company issued capital stock and received funds from The RHL Group, Inc. ("The RHL Group") (a significant shareholder wholly-owned by the Company's Chairman and Chief Executive Officer) to operate its business. At December 31, 2008 and June 30, 2009, the Company had $75,779 and $2,605 (unaudited), respectively, in cash and cash equivalents, and although it received additional funding from The RHL Group pursuant to the Third Amended and Restated Note dated April 29, 2009, it nevertheless will still be required to obtain additional financing in order to meet installment payment obligations resulting from settlement payments with various creditors (the "Creditor Plan") and the previously existing obligations under the subordinated secured indebtedness to The RHL Group, which note payable had a balance of $1,516,049 (unaudited) at June 30, 2009.

As a result of the above, there is uncertainty about the Company's ability to continue as a going concern.

Management's plan regarding this matter is to continue to increase its available line of credit with The RHL Group (see Note 3). If the Company is unable to increase its available line of credit with The RHL Group, or obtain suitable alternative debt financing, it may adversely affect the Company's ability to execute its business plan and continue as a going concern.

Additionally, the Company plans to sell additional equity securities, explore other debt financing arrangements and continue to increase its existing customer base to obtain additional cash flow over the next twelve months. There can be no assurance that funds from these sources will be available when needed or, if available, will be on terms favorable to us or to our stockholders. If additional funds are raised by issuing equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) MANAGEMENT'S USE OF ESTIMATES

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

(b) CASH AND CASH EQUIVALENTS

The Company considers cash equivalents to be only those investments that are highly liquid, readily convertible to cash and with maturities of 90 days or less at the purchase date. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.

As of June 30, 2009, the Company had restricted cash amounts of $2,394 (unaudited). This represents balances maintained by the Company for the payment of creditors under the Creditor Plan. Accordingly, the Company is not allowed to utilize these amounts in its operations, and as a result, has reported the amounts separately from cash and cash equivalents on the accompanying consolidated balance sheets.

6

(c) TRADE AND OTHER RECEIVABLES

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

(d) FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosure about Fair Value of Financial Instruments" requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. SFAS No. 107 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2008 and June 30, 2009 (unaudited), the carrying value of accounts receivable, interest receivable, accounts payable, accrued expenses, interest payable and customer deposits approximates fair value due to the short-term nature of such instruments. The carrying value of short-term debt approximates fair value as the related interest rates approximate rates currently available to the Company.

The Company utilizes SFAS No. 157 "Fair Value Measurements" ("SFAS 157"), for valuing financial assets and liabilities measured on a recurring basis. SFAS 157 defines fair value, establishes a framework for measuring fair value and generally accepted accounting principles and expands disclosures about fair value measurements. This standard applies in situations where other accounting pronouncements either permit or require fair value measurements. SFAS 157 does not require any new fair value measurements.

Fair value is defined in SFAS 157 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are to be considered from the perspective of a market participant that holds the asset or owes the liability. SFAS 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

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

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

In determining the appropriate fair value of the option and warrant liabilities, the Company used Level 2 inputs for its valuation methodology. The Company applied the Black-Scholes model to value the option and warrant liabilities. See Note 7 below for the inputs used in the Black-Scholes model to value the option and warrant liabilities.

(e) PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Equipment under capital leases is stated at the present value of the minimum lease payments. Depreciation is calculated using the straight-line method, based upon the following estimated useful lives:

Furniture and Fixtures: 5 Years

Computer Equipment: 5 Years

When items are retired or disposed of, income is charged or credited for the difference between the net book value of the asset and the proceeds realized thereon.

7

Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized.

All property and equipment, along with all other assets of the Company, are pledged as collateral for a line of credit from a related party (see Note 3 - Line of Credit, Related Party).

(f) INTANGIBLE ASSETS

Intangible assets are comprised of website development costs, domain names and patents. The Company accounts for website development costs in accordance with the provisions of Emerging Issues Task Force ("EITF") No. 00-2, "Accounting for Website Development Costs" and with SFAS No. 86 "Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed". Pursuant to the provisions of SFAS No. 86, the Company capitalizes internally developed website costs when the website under development has reached technological feasibility. These costs are amortized, typically over an estimated life of five years, using the larger of the amount calculated using the straight-line method or the amount calculated using the ratio between current period gross revenues and the total of current period gross revenues and estimated future gross revenues. At each balance sheet date, the Company evaluates the unamortized capitalized website costs compared to the net realizable value. The amount by which the unamortized capitalized website costs exceed its net realizable value is written off. During the six months ended June 30, 2009 (unaudited), there were no amounts written off.

The Company accounts for domain names and patents in accordance with the provisions of SFAS No. 142, "Goodwill and Other Intangible Assets" and amortizes them on a straight-line basis. Patents costs represent legal fees associated with filing patent applications. The Company is in the process of evaluating the patents' estimated useful life as the patent cost amortization begins on July 1, 2009. Identifiable intangible assets are amortized over their estimated useful lives as follows:

Website Development Costs: 5 Years

Domain Name: 5 Years

(g) IMPAIRMENT OF LONG-LIVED ASSETS AND INTANGIBLES

The Company accounts for long-lived assets, which include property and equipment and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with the provisions of SFAS No. 144, " Accounting for the Impairment or Disposal of Long-Lived Assets " ("SFAS No. 144"). SFAS No. 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset to the expected future undiscounted net cash flows generated by the asset. If it is determined that the asset may not be recoverable, or if the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized to the extent of the difference between the fair value and the asset's carrying amount.

The Company assessed whether events or changes in circumstances have occurred that potentially indicate the carrying amount of long-lived assets may not be recoverable. The Company had no impairment charges under SFAS No. 144 during the six months ended June 30, 2009 and 2008 (unaudited).

(h) REVENUE RECOGNITION

The Company's revenues are derived from services, which are comprised of providing electronic access to consumer medical records and other vital documents and from the licensing of its services. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured.

8

The Company's subscriber revenues consist of annual and monthly recurring retail subscriptions and usage-based fees, which are primarily paid in advance by credit card, and corporate accounts that are based on either an access-fee or actual number of users, and in each case billed in advance at the beginning of each month of service. In accordance with Securities and Exchange Commission ("SEC") Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition," which clarifies certain existing accounting principles for the timing of revenue recognition and classification of revenues in the financial statements, the Company defers the portions of annual recurring subscription fees collected in advance and recognizes them on a straight line basis over the subscription period.

The Company grants exclusive licenses for the sale and marketing of its services in international territories in consideration of an up-front license fee and an ongoing royalty. The royalty fee is usually a percentage of revenue earned by the licensee and there usually are certain minimum guarantees. License fee revenues received in advance from international licensees for the grant of the license are deferred and recognized over the period covered by the agreement. Minimum guaranteed royalty payments received in advance are deferred and recognized over the period to which the royalty relates. All such revenues are included under "License Fees and Other." In those cases where a license agreement contains multiple deliverables, the agreement is accounted for in accordance with the provisions of EITF 00-21, "Revenue Arrangements with Multiple Deliverables."

(i) INCOME TAXES AND UNCERTAIN TAX POSITIONS

The Company accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes" ("SFAS No. 109"). In accordance with SFAS No. 109, deferred tax assets and liabilities are recognized to reflect the estimated future tax effects, calculated at currently effective tax rates, of future deductible or taxable amounts attributable to events that have been recognized on a cumulative basis in the financial statements. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

The Company adopted the provisions of FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), on January 1, 2007. FIN 48 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. The adoption of FIN 48 did not have any impact on the Company. The Company classifies interest and penalties as a component of interest and other expenses. To date, there have been no interest or penalties assessed or paid.

(j) ADVERTISING

The Company expenses advertising costs as incurred.

(k) SHARE-BASED COMPENSATION

The Company accounts for share-based compensation in accordance with SFAS No. 123(R), "Share Based Payment," ("SFAS123(R)"). The Company applies SFAS 123(R) in accounting for stock-based awards issued to employees under the recognition of compensation expense related to the fair value of employee share-based awards, including stock options and restricted stock. Determining the fair value of options at the grant date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise, the associated volatility and the expected dividends. Judgment is required in estimating the amount of share-based awards expected to be forfeited prior to vesting. If actual forfeitures differ significantly from these estimates, share-based compensation expense could be materially impacted.

9

The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model. Assumptions relative to volatility and anticipated forfeitures are determined at the time of grant. During the six months ended June 30, 2008 (unaudited), there were no stock option or warrant grants. Grants of stock options and warrants during the six months ended June 30, 2009 (unaudited) were valued using the following assumptions:

	Six Months Ended June 30, 2009
	Stock Options	Warrants
Expected life in years	5 years	1 - 5 years
Stock price volatility	104.72%	102.18% - 179.12%
Risk free interest rate	2.16%	0.60% - 2.54%
Expected dividends	None	None
Forfeiture rate	0%	0%

The assumptions used in the Black-Scholes models are based upon the following data: (1) The Company uses the contractual life of the underlying option or warrant as the expected life. (2) In the absence of an extensive public market for the Company's shares, the expected stock price volatility of the underlying shares over the expected term of the option or warrant was taken at approximately the mid-point of the range for similar companies at the various grant dates. (3) The risk free interest rate is based on published U.S. Treasury Department interest rates for the expected terms of the underlying options or warrants. (4) Expected dividends are based on historical dividend data and expected future dividend activity. (5) The expected forfeiture rate is based on historical forfeiture activity and assumptions regarding future forfeitures based on the composition of current grantees.

In accordance with SAB No. 107, options issued to non-employees are treated the same as those issued to employees with the exception of determination of the measurement date. Per EITF No. 96-18 "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services ," as further clarified by EITF No. 00-18 "Accounting Recognition for Certain Transactions involving Equity Instruments Granted to Other Than Employees ," the measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete. Options granted to consultants are valued at their respective measurement dates, and recognized as expense based on the portion of the total consulting services provided during the applicable period. As further consulting services are provided in future periods, the Company will revalue the associated options and recognize additional expense based on their then current values.

(l) NET INCOME/LOSS PER SHARE

The Company uses SFAS No. 128, "Earnings Per Share" for calculating the basic and diluted loss per share. Basic loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential shares had been issued and if the additional shares were dilutive. Common equivalent shares are excluded from the computation of net loss per share if their effect is anti-dilutive.

All potential common shares were excluded from the computation of diluted net loss per common share for the three and six months ended June 30, 2009 and for the three and six months ended June 30, 2008 because they were anti-dilutive due to the Company's net loss position. Stock options and warrants excluded from the computation totaled 32,256,698 shares for the three and six months ended June 30, 2009 and 12,109,615 shares for the three and six months ended June 30, 2008.

Subsequent to June 30, 2009, the Company issued 6,464,642 shares of common stock, 12,120,983 warrants and 14,600,000 stock options (see Note 11).

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(m) RESEARCH, DEVELOPMENT AND ENGINEERING

Research, development and engineering costs are expensed as incurred. Costs for software development relating to our website incurred subsequent to establishing technological feasibility, in the form of a working model, are capitalized and amortized over their estimated useful lives.

(n) CONCENTRATIONS

For the three months ended June 30, 2009 (unaudited) and 2008 (unaudited), there were three customers representing a combined 74.3% and 65.7%, respectively, of the Company's revenue. For the six months ended June 30, 2009 (unaudited) and 2008 (unaudited), these same three customers represented a combined 75.3% and 68.8%, respectively, of the Company's revenue.

(o) RECENT ACCOUNTING PRONOUNCEMENTS

Effective April 1, 2009, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 165, Subsequent Events. SFAS No. 165 establishes general standards for accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. SFAS No. 165 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition in the financial statements, identifies the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that should be made about events or transactions that occur after the balance sheet date. In preparing these financial statements, the Company evaluated the events and transactions that occurred between June 30, 2009 through August 26, 2009, the date these financial statements were issued.

In June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial Assets - an amendment of FASB Statement No. 140". SFAS No. 166 amends SFAS No. 140, "Accounting for the Transfers and Servicing of Financial Assets and the Extinguishments of Liabilities," and seeks to improve the relevance and comparability of the information that a reporting entity provides in its financial statements about transfers of financial assets; the effects of the transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. SFAS No. 166 eliminates the concept of a qualifying special-purpose entity, creates more stringent conditions for reporting a transfer of a portion of a financial asset as a sale, clarifies other sale-accounting criteria, and changes the initial measurement of a transferor's interest in transferred financial assets. SFAS No. 166 is effective for interim and annual reporting periods beginning after November 15, 2009. The Company does not expect the adoption of SFAS No. 166 to have a material impact on its consolidated financial statements.

In June 2009, the FASB issued SFAS No.167, Amendments to FASB Interpretation No. 46(R). SFAS No. 167 amends FASB Interpretation No. ("FIN") 46, Consolidation of Variable Interest Entities (revised December 2003) - an interpretation of ARB No. 51 , which requires an enterprise to determine whether its variable interest or interests give it a controlling financial interest in a variable interest entity. The primary beneficiary of a variable interest entity is the enterprise that has both (1) the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. SFAS No. 167 also amends FIN 46(R) to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity. SFAS No. 167 is effective for interim and annual reporting periods beginning after November 15, 2009. The Company does not expect the adoption of SFAS No. 167 to have an impact on its consolidated financial statements.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162. SFAS No. 168 replaces SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles , to establish the FASB Accounting Standards Codification ("Codification") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in preparation of financial statements in conformity with generally accepted accounting principles in the United States of America. SFAS No. 168 is effective for interim and annual reporting periods ending after September 15, 2009. The Company does not expect the adoption of SFAS No. 168 to have a material impact on its consolidated financial statements.

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NOTE 3 - RELATED PARTY NOTE PAYABLE

On July 31, 2007, MMR entered into a promissory note agreement and a security agreement with The RHL Group, a corporation wholly owned by Robert H. Lorsch, the Chairman and CEO of the Company, to borrow up to $100,000 under a revolving line of credit. This agreement was subsequently superseded by an amended and restated promissory note on August 23, 2007 under the terms of which the line amount was increased to $1 million. On April 29, 2009, the Company agreed to restructure MMR's secured credit facility with The RHL Group and entered into a Secured Credit Restructuring Agreement with MMR, The RHL Group and Mr. Lorsch, (the "Restructuring Agreement"). MMR issued The RHL Group a Third Amended and Restated Note (the "Third Amended Note"), and the Company agreed to guaranty MMR's obligations under the Third Amended Note (the "Guaranty").

The Third Amended Note amends and restates the previous The RHL Group note ("RHL Group Note"), matures November 30, 2009, and bears interest at the lesser of 10% or the highest rate then permitted by law, and is secured (similar to the previous note) by the Security Agreement. Although the reserve credit line has been increased to $3,000,000, The RHL Group is only obligated to make a minimum of $100,000 of loans, advances and guarantees under the Third Amended Note within 30 days of execution pursuant to the Restructuring Agreement. The RHL Group Note payable had a balance of $1,516,049 (unaudited) at June 30, 2009. The components of the $1,516,049 RHL Group Note payable and the related balance sheet presentation as of June 30, 2009 are: (1) $891,441, which is included in the line of credit, related party payable; (2) $108,265, which is related to bank overdrafts, credit card charges and a vendor guaranty is included in accounts payable and accrued expenses; and (3) $516,343, which is related to deferred salary, consulting expenses and the $200,000 origination fee in relation to the extension of The RHL Group Note and is included in related party payables. The RHL Group was due to receive, as an origination fee ("Fee"), a promissory note for $200,000, bearing interest at 10% per annum and due on demand. The origination fee is payable at the Company's option in cash or warrants to acquire 2,800,000 shares of the Company's common stock at an exercise price of $0.15 per share. See Subsequent Events (Note 11) below.

Interest expense on this note for the three months ended June 30, 2009 and 2008 amounted to $27,608 (unaudited) and $15,559 (unaudited), respectively. Interest expense on this note for the six months ended June 30, 2009 and 2008 amounted to $48,042 (unaudited) and $22,965 (unaudited), respectively. The unpaid interest balance as of June 30, 2009 and December 31, 2008 was $72,104 (unaudited) and $24,963 (unaudited), respectively.

The Company considered the accounting for the origination Fee under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", EITF 00-19 "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock," EITF 07-5, "Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity's Own Stock," APB No. 14, "Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants," EITF No. 98-5, "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios" and FASB Staff Position ("FSP") No. APB 14-1 "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1").

Based on these assessments, it was determined that the Fee was not convertible debt as defined in EITF 98-5 and APB No. 14. Secondly, SFAS No. 133 required bifurcation of the warrants from the Fee for consideration of whether they would be considered derivatives. EITF No. 00-19 provides that when the values of the two alternative settlements do not have the same economic value, then the settlement assumption should be based on the economic substance of the transaction. In this case, the economic substance of the transaction is that the Company owes the RHL Group, Inc. $200,000, and settlement in warrants is a contingency entirely under the Company's control. Furthermore, the terms of the warrant agreement are indeterminable at this time. Therefore, it cannot be assumed that the Company will settle the liability for more than the $200,000 it owes. Furthermore, until and unless the Company actually settles the liability, there is no basis for recording the liability at a value less than its $200,000 face amount. Therefore, in accordance with FSP APB 14-1, the Company recorded the Fee at its face amount of $200,000. When the Company finally settles the liability, a determination of the accounting will be made based on the settlement method used.

In conjunction with the loan agreement noted above, MMR was required to maintain certain financial covenants, including the requirement that MMR have at least $100,000 in cash in its bank accounts or such other amount as necessary to maintain operations through the subsequent thirty (30) days and timely pay any obligations due respecting payroll and all associated payroll taxes on and after June 1, 2009. As of June 30, 2009, MMR was in payment default under the terms of the Third Amended Note. However, the RHL Group waived MMR's default, which was subsequently memorialized in a Waiver Agreement, dated as of August 18, 2009. See Subsequent Events (Note 11) below.

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NOTE 4 - INCOME TAXES

Under Accounting Principles Board Opinion No. 28, "Interim Financial Reporting," the Company is required to adjust its effective tax rate each quarter to be consistent with the estimated annual effective tax rate. The Company is also required to record the tax impact of certain discrete items, unusual or infrequently occurring, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. In addition, jurisdictions with a projected loss for the year or a year-to-date loss where no tax benefit can be recognized are excluded from the estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections.

MMR, in its capacity as the operating company taking over MMRIS's income tax positions in addition to its own positions after January 27, 2009 (see Note 1), has estimated its annual effective tax rate to be zero. This is based on an expectation that the combined entity will generate net operating losses in 2009, and it is not more likely than not that those losses will be recovered using future taxable income. Therefore, no provision for income tax has been recorded as of and for June 30, 2009.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Leases

The Company leases certain facilities and equipment under non-cancelable capital and operating leases, which expire at various dates through 2011. Total rent expense for the three months ended June 30, 2009 and 2008 was $10,600 (unaudited) and $39,237 (unaudited), respectively. Total rent expense for the six months ended June 30, 2009 and 2008 was $19,600 (unaudited) and $78,474 (unaudited), respectively. Future minimum lease payments as of June, 2009, under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum capital lease payments are as follows:

13

Year Ended		Operating		Capital
December 31,		Leases		Leases
2009 (remainder of)	$	24,200	$	7,114
2010		-		8,959
2011		-		8,959
Total minimum lease payments	$	24,200		25,032
Less interest portion				(2,693)
			$	22,338

The amount shown under "Operating Leases" above includes the Company's obligation under a long term lease for office space. In August 2008, MMR vacated this space prior to the end of the lease term. In February 2009, the Company and the landlord approved a settlement agreement. The Company accrued for the amount of the settlement liability as of December 31, 2008, which amounted to $62,500 and is reflected in accounts payable and accrued expenses in the accompanying consolidated balance sheet. The remaining balance of the settlement liability as of June 30, 2009 amounts to $15,000 (unaudited). The remaining balance is being paid at a rate of $5,000 per month.

In April 2009, the Company renewed its lease with its Chairman and Chief Executive Officer on a month-to-month basis for use of office space for a total of $3,000 per month. The Company terminated this lease in May 2009.

Effective May 1, 2009, the Company entered into a lease agreement to lease additional office space in Beverly Hills, California. The lease is month-to-month and requires a monthly payment of $4,600 commencing in June 2009.

Guarantee provided by The RHL Group

Under the terms of an agreement with an investor who purchased $500,000 of MMR's Series B Preferred shares in 2006, the Company was required to invest $250,000 in a joint venture with the investor to establish an entity to market and sell the Company's services in the countries of Japan, China, Korea, Taiwan and Thailand. The Company has paid $100,000 to date of this amount which the Company has expensed during the 3 months ended June 30, 2009 due to uncertainty surrounding the outcome of negotiations with the related party. The Company is still involved in a relationship with the related party. To date, the joint venture has not been incorporated, has not commenced operations and there are no employees. The Company and the investor are still in the process of setting up this operation. In September 2007, The RHL Group, provided the investor with a guarantee that the Company would meet its obligations under this agreement in exchange for 300,000 shares of restricted MMR common stock valued at $39,000. As consideration for renewing the guarantee when it expired in September 2008, in January 2009, MMR issued The RHL Group 100,000 shares of MMR common stock, which became 328,174 shares of MMRIS common stock upon the closing of the Merger, valued at approximately $5,000 (unaudited). This expense has been reflected in general and administrative expenses in the accompanying consolidated statement of operations for the six months ended June 30, 2009. Due to recent activities affecting the launch of the Company's products in China and Japan, the Company is assessing its options to pursue opportunities in these markets separate from the investor.

Employment Agreements

The Company has employment agreements with its Chairman, President and Chief Executive Officer, Robert H. Lorsch, and its Chief Financial Officer and Senior Vice President, Naj Allana. Under each employment agreement, the executive officers receive a base salary, subject to annual increases as determined by the board of directors, certain benefits as set forth in the employment agreements, and an annual bonus at the discretion of the board of directors.

The current term of Mr. Lorsch's employment agreement is effective until December 31, 2011 and will automatically renew for successive 12 month periods unless terminated at least 60 days prior to the end of the term. The employment agreement may be terminated by the Company without cause (as defined in the agreement) upon 30 days written notice or for cause if Mr. Lorsch fails to cure the acts or omissions constituting cause within 30 days. If Mr. Lorsch's employment is terminated by the Company for cause or voluntarily by Mr. Lorsch without good reason, he will not be entitled to receive any severance payments or benefits under the employment agreement. If Mr. Lorsch's employment is terminated by the Company without cause or voluntarily by Mr. Lorsch for good reason, Mr. Lorsch will be entitled to one year of salary at his then current rate of pay, including all monthly benefits, and the pro rata portion of the annual bonus otherwise due Mr. Lorsch. Mr. Lorsch is not entitled to any severance payments or benefits under the agreement if he is terminated for cause or voluntarily resigns without good reason.

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Mr. Lorsch's employment agreement includes provisions that prohibit Mr. Lorsch from disclosing the Company's confidential information and trade secrets and competing with the Company during the term of his employment agreement or soliciting the Company's employees for 18 months following termination of employment.

Mr. Allana's employment agreement is effective until February 15, 2010, and will automatically renew for successive 12 month periods unless terminated at least 120 days prior to the end of the term. If the Company terminates Mr. Allana's employment, unless due to misconduct (as defined in the employment agreement), the Company must continue to pay Mr. Allana his monthly salary for the remainder of the then current term, or if done 120 days preceding the end of the term, then through the end of the next 12 month term.

Litigation Matters

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

NOTE 6 - STOCKHOLDERS' DEFICIT

Preferred Stock

As of December 31, 2008, there were 3,332,694; 1,263,750; and 1,580,082 shares of MMR's Series A, Series B and Series C Preferred Stock, respectively, issued and outstanding. Immediately prior to the Merger, the outstanding MMR preferred stock was converted to MMR common stock, representing an aggregate of 6,176,526 shares, which converted into MMRIS common stock in the Merger. As of June 30, 2009 (unaudited), there were no shares of MMR preferred stock issued and outstanding.

The Company has 5,000,000 shares of MMRIS preferred stock authorized. As of June 30, 2009 (unaudited), there were no shares of MMRIS preferred stock issued and outstanding.

Common Stock

As of June 30, 2009, the Company was authorized to issue 150,000,000 shares of common stock. Immediately prior to the Merger, there were 41,254,550 shares of MMRIS common stock issued and outstanding. On July 10, 2009, the stockholders of the Company approved an increase to the shares of common stock it is authorized to issue. As of July 10, 2009, the Company was authorized to issue 650,000,000 shares of common stock.

Pursuant to the Merger Agreement, MMRIS agreed to issue (or reserve for issuance) an aggregate 92,599,196 shares of MMRIS common stock to the stockholders of MMR and the holders of options and warrants to acquire MMR common stock at the time of the Merger.

Immediately prior to the Merger, and including the conversion of 6,176,526 shares of MMR preferred stock into MMR common stock, the issuance of 100,000 shares of MMR common stock to The RHL Group for renewal of a guarantee (see Note 5), MMR had 24,320,100 shares of common stock issued and outstanding. At the effective time of the Merger, and in accordance with the terms of the Merger Agreement, these shares of outstanding MMR common stock automatically converted into 79,812,087 shares of MMRIS common stock.

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On March 13, 2009, the Company approved the issuance of 1,202,587 shares of MMRIS common stock including 1,145,324 shares of treasury stock, as replacement of options to acquire 1,202,587 shares of common stock. This resulted in an additional expense of $1,466 (unaudited) recorded during the six months ended June 30, 2009.

As of June 30, 2009, the total shares of MMRIS common stock issued and outstanding amounted to 126,098,201 (unaudited).

Warrants for Purchase of Preferred B shares

On April 1, 2007, MMR granted 200,000 warrants to purchase Series B Preferred Stock of MMR at an exercise price of $2.00. The warrants were issued to the largest distributor of employee assistance services in the US as an incentive to market and sell MMR's services into their customer base. The related services agreement was for five years, and the customer never bought any services from MMR.

Upon closing of the Merger on January 27, 2009, these warrants converted into warrants to purchase 656,346 shares of MMRIS common stock at an exercise price of $0.61 per share. There was no additional expense recorded during the six months ended June 30, 2009 resulting from the modification of these warrants.

NOTE 7 - EQUITY INCENTIVE PLAN

Stock Option Activity

A summary of option activity for the six months ended June 30, 2009 (unaudited) is presented below. Options granted by MMR prior to the date of the Merger of January 27, 2009 have been retroactively restated as of December 31, 2008 to reflect the conversion ratio of MMR to MMRIS shares.

				Weighted-
				Average
			Weighted-	Remaining
			Average	Contractual		Aggregate
			Exercise	Life		Intrinsic
	Options		Price	(Years)		Value
Outstanding at December 31, 2008	13,862,228	$	0.47	1.76	$	-
Granted	1,570,000	$	0.18
Exercised	(3,609,913)	$	0.05
Forfeited	(826,065)	$	2.51
Cancelled	(1,202,587)	$	0.00
Outstanding at June 30, 2009 (unaudited)	9,793,663	$	0.46	2.11	$	665,251
Vested and expected to vest
at June 30, 2009 (unaudited)	9,605,631	$	0.47	2.08	$	661,514
Exercisable at June 30, 2009 (unaudited)	7,913,403	$	0.54	1.66	$	627,884

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

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A summary of the activity of the Company's nonvested options for the six months ended June 30, 2009 (unaudited) is presented below.

			Weighted
			Average
			Grant Date
	Shares		Fair Value
Nonvested at December 31, 2008	1,207,822	$	0.57
Granted	1,570,000	$	0.14
Vested	(696,474)	$	0.50
Forfeited	(201,088)	$	2.28
Nonvested at June 30, 2009 (unaudited)	1,880,260	$	0.11

As of June 30, 2009, total unrecognized stock-based compensation expense related to nonvested stock options was $207,984 (unaudited), which is expected to be recognized by the year ended December 31, 2011. Total stock option expense recorded during the three months ended June 30, 2009 and 2008 amounted to $104,893 (unaudited) and $2,020 (unaudited), respectively, and is reflected in general and administrative expenses in the accompanying consolidated statements of operations. The total stock option expense recorded during the six months ended June 30, 2009 and 2008 amounted to $217,602 (unaudited) and $5,965 (unaudited), respectively.

The following table summarizes information about stock options outstanding and exercisable at June 30, 2009 (unaudited).

		Options Outstanding				Options Exercisable
			Weighted		Weighted			Weighted
			Average		Average			Average
	Exercise	Number	Remaining		Exercise	Number		Exercise
	Price	of Shares	Life (Years)		Price	of Shares		Price
$	0.05 - 0.06	7,072,153	0.89	$	0.05	6,675,867	$	0.05
	0.18 - 2.58	2,249,678	5.08		0.47	765,705		1.05
	3.88 - 7.40	471,832	6.31		6.59	471,831		6.59
		9,793,663				7,913,403

Warrants

On November 7, 2007, in conjunction with the registered direct offering of an aggregate of 7.4 million shares, MMRIS issued warrants to purchase up to 4.4 million shares of MMRIS common stock at an exercise price of $2.77 per share. The warrants are exercisable as of the date of grant through November 7, 2012. The Company valued the warrants using a Black-Scholes pricing model. EITF 00-19, "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock" requires freestanding contracts that are settled in a Company's own stock, including common stock warrants to be designated as an equity instrument, asset or liability. Under the provisions of EITF 00-19, a contract designated as an asset or a liability must be carried at fair value until exercised or expired, with any changes in fair value recorded in the results of operations. SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" was applied to determine that the liability is accounted for as a derivative under SFAS 133 (see annual report on Form 10-K for the year ended December 31, 2008, filed on April 15, 2009 for a more detailed discussion). The valuation of these warrants amounted to $0 and $149,280 (unaudited) as of December 31, 2008 and June 30, 2009, respectively. The increase in fair value of $149,280 was presented as change in valuation of warrants in the accompanying consolidated statements of operations.

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Immediately prior to the Merger, MMRIS issued warrants to acquire 9,999,992 shares of MMRIS's common stock at an exercise price of $0.12 per share, which expire on January 26, 2014, to certain former officers, former directors and their affiliates who were willing to take such equity as partial or full payment for outstanding liabilities. These warrants vested immediately and were valued on the date of grant using the Black-Scholes option pricing model using the assumptions as described in Note 2. As this transaction occurred immediately prior to the Merger, the resulting gain on the issuance of warrants was reflected in the statement of operations of MMRIS. There is no impact of this transaction recorded on the accompanying consolidated statement of operations for the six months ended June 30, 2009 (unaudited).

On March 1, 2009, the Company granted to a consultant 500,000 warrants to purchase shares of the Company's common stock at an exercise price of $0.15 per share. The warrants vest over a six month period and have a contractual life of five years. These warrants were valued using the Black-Scholes option pricing model using the assumptions as described in Note 2. As of June 30, 2009, the total value of these warrants amounted to $52,573 (unaudited), of which $34,762 (unaudited) was recorded as stock based compensation expense during the six months ended June 30, 2009. On March 1, 2009, the Company granted an additional 1,250,000 warrants to this consultant with an exercise price of $0.15 per share, conditional upon the consultant being hired as full time employee by November 1, 2009. If this condition is met, the warrants vest over a 30 month period and expire on November 1, 2014. The Company has not recorded any expense for these warrants as of June 30, 2009, as their vesting was not assessed as probable.

On March 8, 2009, the Company granted to a group of consultants an aggregate total of 600,000 warrants to purchase shares of the Company's common stock at an exercise price of $0.175 per share. Of the warrants granted, 100,000 vested immediately upon grant and 500,000 vest over a two year period. These warrants were valued using the Black-Scholes option pricing model using the assumptions as described in Note 2. As of June 30, 2009, the total value of these warrants amounted to $64,380 (unaudited), of which $12,910 (unaudited) related to the 100,000 warrants was recorded as a reduction of outstanding accounts payable during the six months ended June 30, 2009 and $6,345 related to the 500,000 warrants was recorded in sales and marketing expense for the six months ended June 30, 2009.

On March 13, 2009, the Company granted to a group of vendors an aggregate total of 1,300,000 warrants to purchase shares of the Company's common stock at an exercise price of $0.175 per share. These warrants all vested immediately. These warrants were used valued using the Black-Scholes option pricing model using the assumptions as described in Note 2. The total value of these warrants amounted to $173,636 (unaudited), which was recorded as interest expense during the six months ended June 30, 2009, as the Company granted these warrants as consideration for the vendors agreeing to defer payment of their outstanding liabilities.

On April 6, 2009, the Company granted to a customer 50,000 warrants to purchase shares of the Company's common stock at an exercise price of $0.23 per share. The warrants vested immediately. These warrants were valued using the Black-Scholes option pricing model using the assumptions as described in Note 2. The total value of these warrants amounted to $8,490 (unaudited), all of which was recorded as a reduction to subscriber revenues during the six months ended June 30, 2009.

On May 13, 2009, the Company granted to a group of consultants an aggregate total of 275,000 warrants to purchase shares of the Company's common stock at an exercise price of $0.19 per share. Of the warrants granted, 75,000 vested immediately upon grant and 200,000 vest over a six month period. These warrants were valued using the Black-Scholes option pricing model using the assumptions as described in Note 2. As of June 30, 2009, the total value of these warrants amounted to $31,588 (unaudited), of which $16,381 (unaudited) was recorded as an operating expense during the six months ended June 30, 2009.

The following summarizes the total warrants outstanding and exercisable as of June 30, 2009 (unaudited).

		Warrants Outstanding				Warrants Exercisable
			Weighted		Weighted			Weighted
			Average		Average			Average
	Exercise	Number	Remaining		Exercise	Number		Exercise
	Price	of Shares	Life (Years)		Price	of Shares		Price
$	0.12 - 0.61	14,631,338	4.59	$	0.15	12,629,774	$	0.15
	1.80 - 2.77	4,459,910	3.36		2.77	4,459,910		2.77
	3.98 - 5.19	355,378	2.52		4.04	355,378		4.04
	5.26 - 6.33	3,016,409	1.68		5.27	3,016,409		5.27
		22,463,035		$	1.42	20,461,471	$	1.54

The weighted average fair value of warrants granted during the six months ended June 30, 2009 amounted to $0.10 (unaudited). There were no warrants exercised during the six months ended June 30, 2008 (unaudited).

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Restricted Stock Program

Under the Restricted Stock Program, a restricted stock award is an offer by the Company to sell to an eligible person shares that are subject to restrictions relating to the sale or transfer of the shares. A committee appointed by the Board to administer the program or the Board itself shall determine to whom an offer will be made, the number of shares the person may purchase, the price to be paid and the restriction to which the shares shall be subject. The offer must be accepted by the eligible person within thirty days from the date of the offer evidenced by the Restricted Stock Purchase Agreement. The purchase price of shares shall not be less than 85% of the fair market value of such shares on the issue date, with the provision that the purchase price for a 10% stockholder shall not be less than 110% of such fair market value. Shares are either fully and immediately vested upon issuance, or may vest in installments upon attainment of specified performance objectives. There were no shares issued under the restricted stock program for the six months ended June 30, 2009 (unaudited). During the six months ended June 30, 2008, MMR issued 2,095,000 (unaudited) shares of restricted MMR common stock for services and interest expense on the line of credit with The RHL Group. These shares of MMR became 6,875,226 (unaudited) shares of MMRIS subsequent to the merger. The total value of these restricted shares amounted to $314,250, of which $104,250 is recorded in general administrative expenses and $210,000 is recorded in interest and other expenses, net on the accompanying consolidated statement of operations for the six months ended June 30, 2008.

Stock Bonus Program

Under the Stock Bonus Program, shares are issued as a bonus for past services rendered pursuant to the Stock Bonus Agreement. Stock bonuses may be awarded upon satisfaction of specified performance goals pursuant to the Performance Stock Bonus Agreement. No shares were issued under the Stock Bonus Program during the six months ended June 30, 2009 or 2008 (unaudited).

Derivative Liabilities

In accordance with Emerging Issues Task Force Issue ("EITF") No. 00-19, "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock," on January, 27, 2009, the Company performed an analysis as if all holders of options and warrants exercised their rights under those contracts. This analysis resulted in the conclusion that the Company had inadequate authorized shares to settle 100% of these contracts. Therefore, as shareholder approval would be necessary to increase the number of authorized shares, settlement of these obligations would not be within the control of the Company. Consequently certain non-employee options and warrants were accounted for as derivative liabilities in accordance with Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities."

The event giving rise to this condition was the merger between Favrille, Inc. and MyMedicalRecords.com, Inc. on January 27, 2009. On that date, the fair value of 3,436,458 vested non-employee option and 15,218,890 vested warrant contracts subject to this analysis was reclassified from equity to derivative liabilities. The condition was remedied on June 13, 2009 when certain of the option and warrant holders waived their rights under those contracts until such time that the Company had 250 million or more shares authorized. On March 31, 2009 and June 13, 2009, these contracts were again valued using the Black-Scholes option valuation model and the difference between the original value at January 27, 2009 of $871,052 and the values at March 31, 2009 and June 13, 2009 of $2,665,889 and $1,377,033, respectively, was recorded as a gain on change in value of derivatives for the three months ended June 30, 2009 and a loss on change in value of derivatives for the six months ended June 30, 2009. On June 13, 2009, the derivative liabilities were reclassified back into equity resulting in a gain of $1,288,856 for the three months ended June 30, 2009 and a loss of $505,981 for the six months ended June 30, 2009.

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

	January 27, 2009	March 31, 2009	June 13, 2009
Expected life in years	0.25 - 5.0 yrs	0.07 - 5.59 yrs	0.13 - 5.4 yrs
Stock price volatility	102.42% - 183.93%	103.45% - 178.61%	104.54% - 152.74%
Risk free interest rate	0.13% - 1.59%	0.17% - 1.67%	0.19% - 2.81%
Expected dividends	None	None	None
Forfeiture rate	0%	0%	0%

NOTE 8 - NOTES PAYABLE

On June 11, 2009, the Company entered into a promissory note agreement with PM Creative Corporation, an unrelated third-party, to borrow $125,000. The promissory note is due and payable July 30, 2011, and bears interest of 12% per annum payable quarterly beginning on January 1, 2011. The proceeds of the loan will be used by the Company for the filing of international patent applications to expand and perfect the patent rights of the Company in the Anti-CD20 Antibodies outside the United States. PM Creative Corporation also received, as a commitment fee ("Fee"), a payable for $30,000, due and payable by August 15, 2009. The commitment fee is payable at the Company's option in cash or warrants to acquire 375,000 shares of MMRIS common stock at an exercise price per share equal to the lesser of (i) $0.15 per share and (ii) the weighted average trading price for a share of common stock for the ten consecutive trading days preceding the date on which the warrant is exercised. The warrants have a four year term. On July 29, 2009, the Company elected to pay the commitment fee through the issuance of warrants exercisable into 375,000 shares of the Company's common stock at an exercise price of $0.14 per share. The warrants vested immediately. These warrants were valued using the Black-Scholes option pricing model using the following inputs: (1) common stock value of $0.12 (2) exercise price equal to $0.14 (3) expected price volatility of 109.39% (4) risk-free interest rate of 2.21%, and (5) expected life of 4 years. The total value of these warrants amounted to $32,441 (unaudited), all of which will be recorded as a reduction to the commitment fee payable in July 2009, with a loss on settlement of payables for $2,441 (see Note 11).

The Company considered the accounting for the commitment Fee under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", EITF 00-19 "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock," EITF 07-5, "Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity's Own Stock," APB No. 14, "Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants," EITF No. 98-5, "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios" and FASB Staff Position ("FSP") No. APB 14-1 "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1").

Based on these assessments, it was determined that the Fee was not convertible debt as defined in EITF 98-5 and APB No. 14. Secondly, SFAS No. 133 required bifurcation of the warrants from the Fee for consideration of whether they would be considered derivatives. EITF No. 00-19 provides that when the values of the two alternative settlements do not have the same economic value, then the settlement assumption should be based on the economic substance of the transaction. In this case, the economic substance of the transaction is that the Company owes PM Creative Corporation $30,000, and settlement in warrants is a contingency entirely under the Company's control. Furthermore, the terms of the warrant agreement are indeterminable at this time. Therefore, it cannot be assumed that the Company will settle the liability for more than the $30,000 it owes. Furthermore, until and unless the Company actually settles the liability, there is no basis for recording the liability at a value less than its $30,000 face amount. Therefore, in accordance with FSP APB 14-1, the Company recorded the Fee at its face amount of $30,000. When the Company finally settled the liability, a determination of the accounting will be made based on the settlement method used, which resulted in a loss on settlement (see Note 11).

Notes payable consisted of the following:

		June 30,		December 31,
		2009		2008
Promissory notes payable due to the former officers of MMRIS as part of severance packages, due in full on August 31, 2009 with no stated interest	$	76,783	$	-
Promissory notes payable due to the two remaining officers of MMRIS pursuant to the Resignation and Post-Merger Employment Arrangement, due in full on August 31, 2009 with no stated interest		25,444		-
Promissory notes payable due to vendors relating to settlement of certain outstanding accounts payable, payable in 18 equal monthly installments commencing on July 27, 2009 and ending on January 27, 2011, with no stated interest		223,116		-
Promissory notes payable due to PM Creative Corporation, due in full on July 30, 2011, with a 12% per annum stated interest.		125,000		-
		450,343		-
Less: current portion		250,971		-
Notes payable, less current portion	$	199,372	$	-

Future maturities with respect to these notes payable as of June 30, 2009 were as follows:

Year Ended
December 31,
2009 (remainder of)	$	176,599
2010		148,744
2011		125,000
Total	$	450,343

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NOTE 9 - RESTRUCTURING ACTIVITIES

From May 29, 2008 to November 7, 2008, MMRIS had provided notices under the federal Worker Adjustment and Retraining Notification Act to 142 employees, including six members of senior management, that it planned to conduct a workforce reduction at its facility in San Diego, California and that their employment was expected to end on various dates between June 6, 2008 to November 7, 2008. Immediately prior to the date of the Merger on January 27, 2009, the total severance liability relating to former MMRIS employees amounted to $1,682,416 (unaudited). On January 27, 2009, immediately prior to the Merger, as part of the 9,999,992 (unaudited) warrants issued to creditors (see Note 7), the Company issued warrants as settlement of $985,020 (unaudited) of these amounts. In addition, the Company signed promissory notes with certain former executives totaling $76,783 (unaudited), which notes are payable in full on August 31, 2009 (see Note 8).

As of June 30, 2009, the total remaining severance liabilities amounted to $620,613 (unaudited), which is reflected as severance liability on the accompanying consolidated balance sheets. This consists of $571,362 payable to former non-executive employees in 18 monthly installments starting on July 27, 2009, as well as $49,251 in estimated payroll tax.

During the period from January 27, 2009 through June 30, 2009, the Company entered into a series of settlement agreements with certain vendors of MMRIS pursuant to the Creditor Plan, in which the Company settled approximately $302,982 (unaudited) of its outstanding accounts payable for an aggregate settlement amount of $214,402 (unaudited), including promissory notes of $139,355 (unaudited) payable in 18 monthly installments starting on July 27, 2009 (see Note 8). This resulted in a gain of $36,945 (unaudited) and $89,170 (unaudited), which has been recorded as a gain on settlement of payables in the accompanying consolidated statement of operations for the three and six months ended June 30, 2009, respectively.

NOTE 10 - RELATED PARTY TRANSACTIONS

The Company incurred $30,000 (unaudited) and $26,025 (unaudited) during the six months ended June 30, 2009 and 2008, respectively, towards marketing consulting services from a director. Included in related party payables at June 30, 2009 and December 31, 2008 was $96,025 (unaudited) and $76,025, respectively, with respect to these services.

The Company also incurred $25,000 (unaudited) during each of the six months ended June 30, 2009 and 2008, respectively, towards marketing consulting services from a second director. Included in related party payables at June 30, 2009 and December 31, 2008 was $100,000 (unaudited) and $75,000, respectively, with respect to these services.

In August 2006, the Company entered into a month-to-month lease with The RHL Group for the use of furniture and art for the Company's offices, for a total of $1,000 per month which terminated on August 15, 2008. The Company incurred expenses of $0 (unaudited) and $6,000 (unaudited) during the six months ended June 30, 2009 and 2008, respectively.

In August 2008, the Company entered into an eight month lease with its Chairman and Chief Executive Officer for the use of office space for a total of $3,000 per month plus a share of utilities. This lease was renewed in April 2009 on a month-to-month basis and terminated in May 2009.

In February 2006, the Company entered into a letter agreement with MyMedicalRecords.com.au ("MMR AU") granting it a 10 year exclusive right to market and sell the Company's products and services in Australia and New Zealand. The controlling shareholder of MMR AU was, at the time of the signing of the initial letter agreement, a shareholder of the Company. This letter agreement was subsequently formalized in the form of a ten year license agreement in October 2007, at which time the controlling shareholder of MMR AU was no longer a shareholder of the Company.

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The Company received $50,000 from MMR AU upon the signing of the letter agreement towards set up costs of the platform to be used by customers of MMR AU. The Company completed the setup of the platform for MMR AU in 2007, at which time it started to recognize this amount into revenue. The Company also received $150,000 in 2007 from MMR AU towards the minimum guarantee payment for years 2 and 3 of the license term. This amount has been deferred and is being recognized as income based on the number of months elapsed. During the three months ended June 30, 2009 and 2008, the Company amortized $3,125 (unaudited) and $20,000 (unaudited), respectively, of these amounts as license fee and other revenues in the accompanying statement of operations. During the six months ended June 30, 2009 and 2008, the Company amortized $18,750 (unaudited) and $40,000 (unaudited), respectively, of these amounts as license fee and other revenues in the accompanying statement of operations. The Company has accounted for this transaction under EITF 00-21, "Revenue Arrangements with Multiple Deliverables."

NOTE 11 - SUBSEQUENT EVENTS

Effective April 1, 2009, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 165, Subsequent Events. SFAS No. 165 establishes general standards for accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. SFAS No. 165 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition in the financial statements, identifies the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that should be made about events or transactions that occur after the balance sheet date. In preparing these financial statements, the Company evaluated the events and transactions that occurred between June 30, 2009 through August 26, 2009, the date these financial statements were issued.

On August 18, 2009, the Company and The RHL Group entered into a Waiver Agreement, pursuant to which, in consideration of The RHL Group's waiver of MMR's payment default under the Third Amended Note (see Note 3 above), the Company granted to The RHL Group a warrant to purchase an aggregate of 11,039,378 shares of the Company's common stock, with an exercise price equal to $0.13 per share, the closing price of the Company's common stock on the date immediately preceding the date of grant. Under the Waiver Agreement, The RHL Group agreed to waive MMR's payment default until August 31, 2009, which waiver period will automatically continue until The RHL Group notifies MMR otherwise. In addition, as a repayment of the unpaid $200,000 origination fee owed to The RHL Group by MMR in connection with the credit line restructuring, the Company granted to The RHL Group 2,800,000 shares of common stock.

On August 17, 2009, in consideration of a personal guaranty given by Robert H. Lorsch, the Company's Chairman, Chief Executive Officer and President, to a vendor, to guarantee payments due to the vendor from the Company for services rendered, the Company granted Mr. Lorsch (i) a warrant to purchase 706,605 shares of Company common stock, at an exercise price of $0.13 per share, the closing price of the Company's common stock on the date immediately preceding the date of grant, and (ii) 141,321 shares of Company common stock.

On August 6, 2009, the Company made the following equity issuances to the persons and for the reasons stated below:

• To Mr. Robert Lorsch, Chairman, CEO and President, an option to buy 9,000,000 shares of the Company's common stock at an exercise price of $0.125 per share, with the first 3,000,000 of such shares vesting on January 27, 2009, the second 3,000,000 vesting on January 27, 2010 and the final 3,000,000 vesting on January 27, 2011. These options were to be granted under Mr. Lorsch's employment agreement, but were in fact never granted.

• To George Rebensdorf, a member of the Board of Directors of the Company, in consideration of consulting and other services, (a) an option to purchase 2,000,000 shares of the Company's common stock at an exercise price of $0.125 per share, vesting in 8 equal quarterly installments with the first installment fully vesting on the date of grant and the remaining 7 installments vesting on the last day of each quarter thereafter, and (b) a grant of 1,000,000 shares of the Company's common stock at a price per share value of $0.125.

• To Jack Zwissig, a member of the Board of Directors of the Company, in consideration of consulting and other services, (a) an option to purchase 1,200,000 shares of the Company's common stock at an exercise price of $0.125 per share, vesting in 8 equal quarterly installments with the first installment fully vesting on the date of grant and the remaining 7 installments vesting on the last day of each quarter thereafter, and (b) for an initial term of one year from the date hereof, which term may be extended for an additional year upon Board approval, a monthly grant of the Company's common stock, with the first such grant occurring at the end of August 2009 in an amount equal to $35,000 of the Company's common stock (covering the period since February 2009) and each subsequent grant occurring at the end each following month in an amount equal to $5,000.00 worth of the Company's common stock. With respect to (b) above, the price per share of the Company's common stock shall be based on the daily volume weighted average price of such stock for the ten trading days preceding the end of the applicable month, and such stock shall be issued to Mr. Zwissig within five business days of the end of each month.

• To Bernard Stolar, a member of the Board of Directors of the Company, in consideration of consulting and other services, (a) an option to convert, at Mr. Stolar's election, all accrued and unpaid compensation owed to Mr. Stolar by the Company into shares of the Company's common stock, at a per share value of $0.125 and (b) an option to purchase 1,200,000 million shares of the Company's common stock, vesting in 8 equal quarterly installments with the first installment fully vesting on the date of grant and the remaining 7 installments vesting on the last day of each quarter thereafter.

• To Hector Barreto, a member of the Board of Directors of the Company, in consideration of consulting and other services, (a) an option to convert, at Mr. Barreto's election, all accrued and unpaid compensation owed to Mr. Stolar by the Company into shares of the Company's common stock, at a per share value of $0.125 and (b) an option to purchase 1,200,000 million shares of the Company's common stock, vesting in 8 equal quarterly installments with the first installment fully vesting on the date of grant and the remaining 7 installments vesting on the last day of each quarter thereafter.

• To Naj Allana, Chief Financial Officer and Senior Vice President of the Company, a grant of 707,016 shares of the Company's common stock at a price per share value of $0.125, in consideration of his agreement to defer compensation owed to him.

• To A.J. Durtschi, a consultant to the Company, a grant of up to 100,000 shares of the Company's common stock at a price per share value of $0.125, in consideration of his agreement to defer compensation owed to him, with the Compensation Committee to determine the exact number of shares to be granted.

• To Richard Teich, an employee of the Company, a grant of up to 410,000 shares of the Company's common stock at a price per share value of $0.125, in consideration of his agreement to defer compensation owed to him, with the Compensation Committee to determine the exact number of shares to be granted.

The Shares were issued to each of the foregoing in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended (the "Securities Act"), and the rules promulgated thereunder. At the time of their issuance, the securities granted above are restricted securities for purposes of the Securities Act and the certificates representing such securities shall bear legends to that effect. The exercise/conversion prices of the securities described above were equal to the closing price of the Company's common stock as of the date of grant.

On July 29, 2009, the Company elected to pay the $30,000 commitment fee payable to PM Creative Corporation through the issuance of warrants exercisable into 375,000 shares of the Company's common stock at an exercise price of $0.14 per share. The warrants vested immediately. These warrants were valued using the Black-Scholes option pricing model using the following inputs: (1) common stock value of $0.12 (2) exercise price equal of $0.14 (3) expected price volatility of 109.39% (4) risk-free interest rate of 2.21%, and (5) expected life of 4 years. The total value of these warrants amounted to $32,441 (unaudited), all of which will be recorded as a reduction to the commitment fee payable in July 2009, with a loss on settlement payables for $2,441.

In July and August 2009, the Company entered into a 12% Convertible Promissory Note ("the Convertible Notes") with three unrelated third-parties (the "Holders") for a principal amount totaling $160,000. The Convertible Notes matures on December 31 2009, and the Company may, in its sole discretion, extend the maturity date to June 30, 2010. The Convertible Notes bears an interest of 12% per annum payable in cash or shares of common stock, or a combination of cash and shares of common stock. The decision whether to pay in cash, shares of common stock or combination of both shall be at the sole discretion of the Company. Each Convertible Note is convertible into shares of common stock by dividing (i) the then outstanding balance of such note by (ii) the product of eighty percent (80%) multiplied by the arithmetic average of the volume weighted average price of the common stock for the ten (10) consecutive trading days ending on the day that is three (3) trading days prior to the applicable conversion date.

On July 10, 2009, the stockholders of the Company approved an increase to the shares of common stock it is authorized to issue. As of July 10, 2009, the Company is authorized to issue 650,000,000 shares of common stock.

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

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this quarterly report on Form 10-Q and the description of our business appearing in our annual report on Form 10-K for the year ended December 31, 2008 filed with the SEC on April 15, 2009 (the " Form 10-K "). This discussion contains forward-looking statements, the accuracy of which involves risks and uncertainties. See "Cautionary Note Regarding Forward-Looking Statements" below. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in "Risk Factors" in Item 1A of the Form 10-K and in the Company's current report on Form 8-K/A filed on May 4, 2009.

Cautionary Note Regarding Forward-Looking Statements

This quarterly report on Form 10-Q contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and is subject to the safe harbor provisions created by that statute. The words "anticipate," "expect," "believe," "plan," "intend," "will" and similar expressions are intended to identify such statements. Although the forward-looking statements in this quarterly report on Form 10-Q reflect the good faith judgment of our management, such statements are subject to various risks and uncertainties, including but not limited to:

• The possible invalidity of the underlying assumptions and estimates;
• Possible changes or developments in economic, business, industry, market, legal and regulatory circumstances;
• Conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, business partners and competitors and legislative, judicial and other governmental authorities and officials;
• The ability to generate subscribers for our products and services; and
• Our ability to adapt our products to conform to any technical specifications necessary to benefit from stimulus package funding
• Our ability to raise capital in order to meet our financial obligations and invest in our business to grow revenues;
• Our ability to launch new products;
  
• Managing costs while building up an effective sales and service delivery organization for our products; and
  
• Our ability to enter into marketing arrangements with large membership and affinity organizations for our products and maintain and grow subscribers from such arrangements, such as those noted above, particularly after the initial introductory period.

Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Any of such assumptions could be inaccurate. You should not place undue reliance on these forward-looking statements, which are based on our current views and assumptions. In evaluating these statements, you should specifically consider various factors, including the foregoing risks and those outlined under "Risk Factors" in Item 1A of the Form 10-K and in the Company's current report on Form 8-K/A filed on May 4, 2009. Our forward-looking statements represent estimates and assumptions only as of the date of this quarterly report on Form 10-Q. Except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this quarterly report on Form 10-Q.

Overview

Background and Basis of Presentation

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

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For accounting purposes, the Merger was treated as a reverse acquisition with MMR being the accounting acquirer. Accordingly, the historical financial results prior to the Merger are those of MMR and replace our historical financial results as we existed prior to the Merger. Our results of operations are included in MMR's financial results beginning on January 27, 2009.

MMR was incorporated in Delaware in 2005 and is headquartered in Los Angeles, CA. We provide users easy and ready access to medical records and other vital documents through our principal product, the MyMedicalRecords PHR, an easy-to-use, secure web-based personal health record system.

Source of Revenues

Our revenues are derived from the provision of services, which are comprised of facilitating electronic access to consumer medical records and other vital documents, as well as international licensing of our services. We offer our services to subscribers either on a direct subscription basis or an "access" basis through various types of organizations, and in both cases, we record these revenues under "Subscriber" in our income statement. On a direct subscription basis, which we use when we market our products direct to consumers or wholesale through corporations to their employees, or through affinity and membership organizations to their members, the subscriber pays us directly with a credit card or Paypal account either on a monthly or annual plan. On an access basis, which we currently use only with corporations, affinity and membership organizations, hospitals and other business to business customers, we charge a monthly fee to the organization based on the number of users who will have access to our services through such organization, whether or not such users actually enroll. Revenues from subscriptions accounted for 58.6% and 69.8% of our total revenues during the six months ended June 30, 2009 and 2008, respectively. Revenues from subscriptions accounted for 54.3% and 72.0% of our total revenues during the three months ended June 30, 2009 and 2008, respectively.

We also generate revenues from licensing the sale and marketing of our services internationally and, to a lesser extent, from ancillary fee payments. We record these licensing and other ancillary revenues under "License and Other Fees" in our income statement. When we enter into a licensing arrangement, we are sometimes paid an up front license fee and typically receive ongoing royalty payments that are often based on a percentage of revenue earned by our licensee. These fees are recognized over the license period. When we receive ancillary one-time payments, we record them when services or products are delivered. Revenues from licensing and other fees accounted for 41.4% and 30.2% of our total revenues during the six months ended June 30, 2009 and 2008, respectively. Revenues from licensing and other fees accounted for 45.7% and 28.0% of our total revenues during the three months ended June 30, 2009 and 2008, respectively.

Cost of Revenue

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

Operating Expenses

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

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures in the financial statements. Critical accounting estimates and assumptions are those that may be material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and that have a material impact on financial condition or operating performance. We base our estimates and judgments on our experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies used in the preparation of our financial statements require significant judgments and estimates. For additional information relating to these and other accounting policies, see note 2 to our consolidated financial statements appearing elsewhere in this quarterly report on Form 10-Q.

Revenue Recognition

In general, we recognize revenue for the provision of such services only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and the collectability of the resulting receivable is reasonably assured.

We follow the provisions of Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition in Financial Statements" ("SAB 104") and accordingly, we recognize annual recurring subscription fees paid in advance on a straight line basis over the subscription period. In addition, we follow the provisions of Emerging Issues Task Force ("EITF") 00-21, "Revenue Arrangements with Multiple Deliverables", and accordingly, we defer recognition of upfront fees paid under our licensing agreement and recognize them over the period covered by the licensing agreement, and similarly, we defer recognition of minimum guaranteed royalty fees paid in advance under our licensing agreement and recognize them in the period to which they relate.

Accounting for Income Taxes and Uncertain Tax Positions

Deferred income taxes result primarily from temporary differences between financial and tax reporting. Deferred tax assets and liabilities are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates. Future tax benefits are subject to a valuation allowance when management is unable to conclude that deferred tax assets will more likely than not be realized from the results of operations. At each of the financial statement dates presented, we recorded a full valuation allowance against deferred income taxes due to our limited operating history and net losses recorded since inception. Our estimate for the valuation allowance for deferred tax assets requires management to make significant estimates and judgments about projected future operating results. If actual results differ from these projections or if management's expectations of future results change, it may be necessary to adjust the valuation allowance.

We have generated losses for federal and state income tax reporting since inception. These tax losses are available for carryforward until their expiration. In addition to potential expiration, there are other factors that could limit our ability to use our federal and state tax loss carryforwards. For example, use of prior net operating loss carryforwards can be limited after an ownership change, such as the Merger. Accordingly, it is not certain how much of our existing net operating loss carryforwards will be available for use. In addition, we must generate taxable income in the future in order to use net operating loss carryforwards that have not expired. We are in the process of evaluating the effects of the Merger and change in control of our company under Internal Revenue Code Section 382, which may limit the availability of our net operating loss carryfowards.

Effective January 1, 2007, we began to measure and record uncertain tax positions in accordance with Financial Accounting Standards Board ("FASB") Interpretation Number ("FIN") 48 "Accounting for Uncertainty in Income Taxes ("FIN 48") an Interpretation of Statement of Financial Accounting Standards" ("SFAS") No. 109. FIN 48 prescribes a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more- likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized upon adoption of this Interpretation. FIN 48 also provides guidance on accounting for derecognition, interest and penalties, and classification and disclosure of matters related to uncertainty in income taxes. Accounting for uncertainties in income tax positions under FIN 48 involves significant judgments by management.

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Intangible Assets

We account for website development costs in accordance with the provisions of EITF 00-2, "Accounting for Website Development Costs", and with SFAS No. 86, "Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed ." Pursuant to these provisions we capitalize internally developed website costs when the website under development has reached technological feasibility. These costs are amortized, typically over an estimated life of five years, using the larger of the amount calculated using the straight-line method or the amount calculated using the ratio between current period gross revenues and the total of current period gross revenues and estimated future gross revenues. At each balance sheet date, we evaluate the unamortized capitalized website costs compared to the net realizable value. The amount by which the unamortized capitalized website costs exceed its net realizable value is written off. The determination of estimated future gross revenues requires the exercise of judgment and assumptions by our management and actual results could vary significantly from such estimates.

Impairment of Long-Lived Assets and Intangibles

We evaluate long-lived assets and identifiable intangible assets with finite useful lives under the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" , and accordingly, management reviews our long-lived assets and identifiable intangible assets with finite useful lives for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We recognize an impairment loss when the sum of the future undiscounted net cash flows expected to be realized from the asset is less than its carrying amount. If an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Considerable judgment is necessary to estimate the fair value of the assets and accordingly, actual results could vary significantly from such estimates. Our most significant estimates and judgments relating to the long-lived asset impairments include the timing and amount of projected future cash flows.

Share-Based Compensation

We recognize compensation expense, under the provisions of SFAS No. 123 (R), "Share-Based Payment." As a result, we recognize compensation expense in an amount equal to the estimated fair value of stock-based awards and issuances, such as stock options granted to employees and non-employees and restricted stock awards. This estimation of the fair value of each stock-based grant or issuance on the date of grant involves numerous assumptions by management. Although we calculate the fair value of each stock option under the Black Scholes option pricing model, which is a standard option pricing model, this model still requires the use of numerous assumptions. Assumptions used in this model include, among others, the expected life (turnover), volatility of the underlying equity security, and expected dividends. The model and assumptions also attempt to account for changing employee behavior as the stock price changes and capture the observed pattern of increasing rates of exercise as the stock price increases. Because we do not have adequate historic data regarding exercise rates and determined that MMR's options are "plain vanilla," in accordance with SAB No. 110, we assigned the expected life equal to the midpoint between the vesting period and the contractual option termination. Further, because there is no public market for MMR's shares, the expected volatility is based on ranges for similar companies. The use of different public company comparables in our assumptions and other assumptions by management in the Black Scholes option pricing model could produce substantially different results.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements, see note 2 to our consolidated financial statements appearing elsewhere in this quarterly report on Form 10-Q.

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Internal Control over Financial Reporting

In connection with the audit for the years ended December 31, 2008 and 2007, our independent registered public accounting firm identified significant deficiencies in our internal control over financial reporting that were considered to be material weaknesses. These included the following:

• Inadequate Financial Statement Close Process and Cut-Off: Because we did not perform a timely and efficient close of our financial records and did not require supporting documentation for all closing journal entries, we were required to make a significant number of post-closing entries to adjust our financial statements to comply with generally accepted accounting principles.

• Lack of Financial Expertise and Accounting Staff: We have very limited accounting personnel and limited access to experts due to our limited cash situation. Because of these limitations, we misapplied accounting literature and authoritative guidance, which lead to errors in our financial statements.

• Lack of Supporting Documentation and Schedules: Because of the small size of our company prior to the Merger and the informal nature of our relationships with many of our consultants and directors, we did not always formally and promptly document equity-related transactions or maintain detailed accounting records supporting all cash transactions. This lack of supporting documentation and schedules led to errors in determining the impact on our financial statements of these transactions.

• Inadequate Journal Entry Review Process: Because of the small size of our company prior to the Merger, our journal entries were not reviewed and authorized by a person who has responsibility for oversight. This lack of oversight could lead to unauthorized entries, management override of controls or the concealment of errors and fraud.

In addition to the above, during the six months ended June 30, 2009, our independent registered public accounting firm identified an additional material weakness regarding our inadequate approval process and documentation of equity grants because we did not formally document all equity related grants and formally approve them in Board meetings or formally document revenue arrangements with third parties.

To remedy these material weaknesses, we plan to hire experienced accounting staff with SEC public company experience and have already hired an outside consultant to develop and implement formal policies and procedures regarding the preparation of our financial statements.

Factors Affecting Future Results

In the first quarter of 2009, we entered into arrangements with The Latino Coalition, a non-profit organization with 600,000 business members nationwide, to market our product to its members (either on a direct to consumer basis or as an added benefit that its members can offer their employees), and with the United Marketing Group, a leading direct marketer of affinity membership programs and merchandise products, to market our products as a direct to consumer benefit. In addition, in May 2009 at its annual meeting, the National Rifle Association, or the NRA, announced the launch of NRA E-Safe, a private label version of our Electronic Safe Deposit product. The NRA is now gradually rolling out NRA E-Safe as an added benefit to its members. If members of these organizations take advantage of the introductory offers and subscribe for our services, these contracts could become important sources of revenue for our company over time, particularly after the initial introductory periods. The Company is also devoting its resources to the development of MMR Pro which is expected to begin testing in Beta sites in September. We are working with EMR companies and national scanning companies to create a national channel distribution for product rollout.

Our future results will also be affected by the fact that we have incurred losses since inception and our ability to achieve profitability in the near term is primarily dependent on our ability to invest capital in our business to increase revenues while controlling and limiting expenses at a rate slower than revenue growth. Some of the current conditions and other factors that we expect could have a significant impact on our future results are:

• Our ability to raise capital in order to meet our financial obligations and invest in our business to grow revenues;
• The pace of market adoption of our current and future products;
• Our ability to launch new products;
• Managing costs while building up an effective sales and service delivery organization for our products; and
• Our ability to enter into marketing arrangements with large membership and affinity organizations for our products and maintain and grow subscribers from such arrangements, such as those noted above, particularly after the initial introductory period.

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Results of Operations for the Three Months Ended June 30, 2009 as Compared to the Three Months Ended June 30, 2008

The following table sets forth items in our statements of operations for the periods indicated.

		Three Months Ended
		June 30,
		2009		2008
Revenues
Subscriber	$	87,972	$	68,424
License fees and other		74,126		26,625
Total revenues		162,098		95,049
Cost of revenues		102,285		94,580
Gross profit (loss)		59,813		469
General and administrative expenses		1,349,113		287,693
Sales and marketing expenses		384,772		248,784
Technology development		63,095		40,625
Loss from operations		(1,737,167)		(576,633)
Gain on settlement of payables		36,945		-
Change in valuation of derivative liabilities		1,495,569		-
Interest and other expenses, net		(116,404)		(125,568)
Net loss	$	(321,057)	$	(702,201)

Comparison of Three Months Ended June 30, 2009 to Three Months Ended June 30, 2008

Revenues. Revenues increased by $67,049 for the three months ended June 30, 2009 from $95,049 for the three months ended June 30, 2008 primarily due to growth in both subscriber revenues, which resulted from growth in our corporate customer base and increased memberships with existing customers, as well as growth in license and other fees revenues, primarily due to higher royalty payments and platform access fees from our international licensees.

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Cost of revenue. Our cost of revenue increased by $7,705, from $94,580 for the three months ended June 30, 2008 to $102,285 for the three months ended June 30, 2009. Cost of revenue increased in the second quarter of 2009 as compared to the second quarter of 2008 primarily due to an increase of approximately $12,000 related to dedicated individual dial-up fax numbers required to accommodate our additional subscribers and also to maintain an adequate inventory of numbers. This increase was offset by a decrease due to a reduction in personnel. During the three months ended June 30, 2008, we had an employee performing website maintenance resulting in increased costs of approximately $6,667. There were no such costs during the same period in 2009. We had a gross profit and positive gross margin of 36.9% for the second quarter of 2009 compared to a gross margin of 0.5% in the second quarter of 2008. The primary reasons for the improvement in our gross profit and margin in the second quarter of 2009 were because our revenues increased sufficiently to cover the fixed cost components of our costs of revenue and there was an increase in minimum guaranteed royalty payments with no corresponding cost increase.

Operating expenses. The following table sets forth the individual components of our operating expenses for the three months ended June 30, 2009 and 2008:

		Three Months Ended
		June 30,
		2009		2008
General and administrative expenses	$	1,349,113	$	287,693
Sales and marketing expenses		384,772		248,784
Technology development		63,095		40,625
Total	$	1,796,980	$	577,102

Operating expenses increased by $1,219,878 for the three months ended June 30, 2009 from $577,102 for the three months ended June 30, 2008. This significant increase is primarily due to the increase in our general and administrative expenses, which increased 368.9% in large part because of increased legal and accounting fees of approximately $640,000 in 2009 as compared to 2008 associated with the fees necessary to being a public company. A portion of the increase is due to increased share based compensation expenses associated with stock option compensation, which increased by $102,873 compared to the second quarter of 2008, as well as $46,919 of expenses associated with the issuance of warrants to consultants and vendors during the second quarter of 2009 compared to zero in the same period in 2008 and a $100,000 write-off of advances due from a related party recorded during the second quarter of 2009 compared to no such write-off during the same period in 2008. The increases in operating expenses were also driven by an increase in sales and marketing expenses, due to the timing of the Healthcare Information and Management Systems Society Convention. In 2008 the convention was held in February while in 2009 the convention was held in April which contributed to a $56,501 increase in the three months ended June 30, 2009 sales and marketing expense when compared to the prior year same period. The increase was also due to increased salary expenses associated with consultants hired to support our growth in revenues and development, along with our existing employees spending a higher proportion of their time dealing with sales and marketing related activities.

Gain on Settlement of Payables. During the three months ended June 30, 2009, we had a gain on the settlement of payables of $36,945 in connection with settlement agreements entered into with certain vendors. There was no such gain during the three months ended June 30, 2008.

Change in valuation of derivative liabilities. In November 2007, Favrille had issued warrants to purchase 4.4 million shares of common stock in conjunction with a registered direct offering of common stock and warrants. We assumed these outstanding warrants as a result of the Merger on January 27, 2009. The value associated with these warrants was recorded as a liability utilizing the Black-Scholes valuation model. As of December 31, 2008, the warrants were valued at $0 and on March 31, 2009 and June 30, 2009 the warrants were valued at $355,993 and $149,280, respectively. We recorded the change in valuation of $206,713 as a change in valuation of warrants during the three months ended June 30, 2009. There was no such change in valuation during the three months ended June 30, 2008.

Also, we had certain non-employee options and warrants outstanding which were accounted for as derivatives as we had inadequate authorized shares to settle 100% of these contracts. The event giving rise to this condition was the merger between Favrille, Inc. and MyMedicalRecords.com, Inc. on January 27, 2009. On that date, the fair value of the option and warrant contracts subject to this analysis was reclassified from equity to derivative liabilities. The condition was remedied on June 13, 2009 when certain of the option and warrant holders indefinitely waived their rights under those contracts. On that date, the derivative liabilities were reclassified back into equity. On March 31, 2009 and June 13, 2009, these contracts were again valued using the Black-Scholes option valuation model and the difference between the values at March 31, 2009 and June 13, 2009 of $2,665,889 and $1,377,033, respectively, was recorded as a gain on change in value of derivatives for the three months ended June 30, 2009. The gain recorded for this matter was $1,288,856 for the three months ended June 30, 2009. There was no such change in valuation during the three months ended June 30, 2008.

Interest and Other Expenses, Net. We had interest and other expenses, net of $116,404 for the three months ended June 30, 2009, a decrease of $9,164 from $125,568 for the three months ended June 30, 2008, primarily as a result of common stock issued as payment of interest expense on the line of credit of $105,000 during the three months ended June 30, 2008, offset by increased interest expenses on the line of credit payable to The RHL Group, a significant shareholder wholly-owned by Robert H. Lorsch, the Company's Chairman and Chief Executive Office. We expect that our interest expense, net will increase given the increase in the outstanding balance of our line of credit payable to The RHL Group in connection with the signing of the Third Amended and Restated Note on April 29, 2009 (see "-Liquidity and Capital Resources-Description of Indebtedness-The RHL Group" below).

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Net loss. As a result of the foregoing, we had net income of $321,057 for the three months ended June 30, 2009 compared to a net loss of $702,201 for the three months ended June 30, 2008.

Results of Operations for the Six Months Ended June 30, 2009 as Compared to the Six Months Ended June 30, 2008

The following table sets forth items in our statements of operations for the periods indicated.

		Six Months Ended
		June 30,
		2009		2008
Revenues
Subscriber	$	180,467	$	121,435
License fees and other		127,418		52,625
Total revenues		307,885		174,060
Cost of revenues		209,137		211,047
Gross profit (loss)		98,748		(36,987)
General and administrative expenses		2,643,518		707,410
Sales and marketing expenses		620,658		613,682
Technology development		106,843		85,625
Loss from operations		(3,272,271)		(1,443,704)
Gain on settlement of payables		89,170		-
Change in valuation of derivative liabilities		(655,261)		-
Interest and other expenses, net		(359,084)		(242,421)
Net loss	$	(4,197,446)	$	(1,686,125)

Comparison of Six Months Ended June 30, 2009 to Six Months Ended June 30, 2008

Revenues. Revenues increased to $307,885 for the six months ended June 30, 2009 from $174,060 for the six months ended June 30, 2008 primarily due to growth in both subscriber revenues, which resulted from growth in our corporate customer base and increased memberships with existing customers, as well as growth in license and other fees revenues, primarily due to higher royalty payments and platform access fees from our international licensees.

Cost of revenue. Our cost of revenue decreased to $209,137 for the six months ended June 30, 2009 from $211,047 for six months ended June 30, 2008. Cost of revenue decreased in the six months ended June 30, 2009 as compared to2008, despite the increase in revenues, primarily due to a reduction in personnel. During the six months ended June 30, 2008, we had a full time employee performing website maintenance through April 30, 2008, resulting in increased costs in 2008 of approximately $27,000. There were no such costs during the same period in 2009. These decreases in costs during 2009 were offset by an increase in costs of approximately $23,000 related to dedicated individual dial-up fax numbers required to accommodate our additional subscribers and maintain an adequate inventory of numbers. We had a gross profit and positive gross margin of 32.1% for the six months ended June 30, 2009 compared to a negative gross margin of 21.2% for the six months ended June 30, 2008. The primary reasons for the improvement in our gross profit and margin during the six months ended June 30, 2009 were because our revenues increased sufficiently to cover the fixed cost components of our costs of revenue and there was an increase in minimum guaranteed royalty payments with no corresponding cost increase.

Operating expenses. The following table sets forth the individual components of our operating expenses for the six months ended June 30, 2009 and 2008:

		Six Months Ended
		June 30,
		2009		2008
General and administrative expenses	$	2,643,518	$	707,410
Sales and marketing expenses		620,658		613,682
Technology development		106,843		85,625
Total	$	3,371,019	$	1,406,717

Operating expenses increased to $3,371,019 for the six months ended June 30, 2009 from $1,406,717 for the six months ended June 30, 2008. This significant increase is primarily due to the increase in our general and administrative expenses, which increased 273.7% in large part because of increased legal and accounting fees of approximately $1,500,000 in 2009 as compared to 2008 associated with the fees necessary to being a public company and the Merger which occurred on January 27, 2009. In addition, we had increased share based compensation expenses in 2009 associated with stock option compensation and expenses associated with the issuance of warrants to vendors as payment for services and a $100,000 write-off of advances due from a related party recorded during the second quarter of 2009 compared to no such write-off during the same period in 2008. We also incurred increased sales and marketing expenses, which increased by 1.1% in 2009 as compared to 2008, primarily due to increased sales and marketing salaries associated with additional consultants hired to support our growth in revenues, along with our existing employees spending a higher proportion of their time dealing with sales and marketing related activities. These increased sales and marketing expenses in 2009 were offset by decreases in expenses resulting from the completion of the initial phase of setting up a sales program with a customer during the first quarter of 2008. Our technology development expenses also increased by 24.8% in 2009 as compared to 2008 due to the hiring of a consultant focused on development activities.

Gain on Settlement of Payables. During the six months ended June 30, 2009, we had a gain on the settlement of payables of $89,170 in connection with settlement agreements entered into with certain vendors relating to liabilities we assumed in connection with the Merger. There was no such gain during the six months ended June 30, 2008.

Change in valuation of derivative liabilities. In November 2007, Favrille had issued warrants to purchase 4.4 million shares of common stock in conjunction with a registered direct offering of common stock and warrants. We assumed these outstanding warrants as a result of the Merger on January 27, 2009. The value associated with these warrants was recorded as a liability utilizing the Black-Scholes valuation model. During the six months ended June 30, 2009, the value of these warrants increased by $149,280. We recorded the change in valuation as a change in valuation of warrants during the six months ended June 30, 2009. There was no such change in valuation during the six months ended June 30, 2008.

Also, we had certain non-employee options and warrants outstanding which were accounted for as derivatives as we had inadequate authorized shares to settle 100% of these contracts. The event giving rise to this condition was the merger between Favrille, Inc. and MyMedicalRecords.com, Inc. on January 27, 2009. On that date, the fair value of the option and warrant contracts subject to this analysis was reclassified from equity to derivative liabilities. The condition was remedied on June 13, 2009 when certain of the option and warrant holders indefinitely waived their rights under those contracts. On that date, the derivative liabilities were reclassified back into equity. On June 13, 2009, these contracts were again valued using the Black-Scholes option valuation model and the difference between the original value at January 27, 2009 of $871,052 and the value at June 13, 2009 of $1,377,033 was recorded as a loss on change in value of derivatives for the six months ended June 30, 2009. The loss recorded for this matter was $505,981 for the six months ended June 30, 2009. There was no such change in valuation during the six months ended June 30, 2008.

Interest and Other Expenses, Net. We had interest and other expenses, net of $359,084 for the six months ended June 30, 2009, an increase of $116,663 from $242,421 for the six months ended June 30, 2008. The increase was primarily the result of increased interest expenses on the line of credit payable to The RHL Group, Inc. due to increased borrowings in 2009, interest expense for stock options issued as consideration for extending the line of credit, as well as additional interest expense from warrants issued to vendors as consideration for deferring payment of outstanding liabilities. The increased expenses in 2009 were offset by expenses associated with common stock issued as payment of interest expense on the line of credit of $210,000 during the six months ended June 30, 2008.

Net loss. As a result of the foregoing, we had a net loss of $4,197,446 for the six months ended June 30, 2009 compared to a net loss of $1,686,125 for the six months ended June 30, 2008.

Going Concern

As more fully described in note 1 to the consolidated financial statements appearing elsewhere in this quarterly report on Form 10-Q, our independent registered public accounting firm included an explanatory paragraph in their report on our 2008 financial statements for the year ended December 31, 2008 related to the uncertainty of our ability to continue as a going concern. At June 30, 2009, current liabilities of $5,856,404 exceeded cash and cash equivalents of $2,605.

Management's plan regarding this matter is to continue to increase its available line of credit with The RHL Group. If the Company is unable to increase its available line of credit with The RHL Group, or obtain suitable alternative debt financing, it may adversely affect the Company's ability to execute its business plan and continue as a going concern. For further details regarding our indebtedness with The RHL Group, see "-Liquidity and Capital Resources- Description of Indebtedness-The RHL Group," below.

Additionally, the Company plans to sell additional equity securities, explore other debt financing arrangements and continue to increase its existing customer base to obtain additional cash flow over the next twelve months. There can be no assurance that funds from these sources will be available when needed or, if available, will be on terms favorable to us or to our stockholders. If additional funds are raised by issuing equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock.

Liquidity and Capital Resources

We have incurred net losses of $4,197,446 and $1,686,125 for the six months ended June 30, 2009 and 2008, respectively. Historically, we have issued capital stock and received funds from The RHL Group to operate our business, and although we expect to continue to receive financing from The RHL Group, we also expect to continue to incur losses from operations and need additional sources of financing to fund our operations until we develop a profitable business. There can be no assurance that additional sources of financing will be available when needed or, if available, will be on terms favorable to us or to our stockholders. If additional funds are raised by issuing equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock.

At June 30, 2009, we had $2,605 in cash and cash equivalents, and although we received approximately $1,050,000 in cash at the closing of the Merger, and additional funding from The RHL Group pursuant to the Third Amended and Restated Note dated April 29, 2009, we nevertheless will still be required to obtain additional financing in order to meet the obligations for installment payments of $853,000 under the Creditor Plan (including payments under the transition employment agreements of our former Chief Executive Officer and former Chief Financial Officer) and our obligations under the subordinated secured indebtedness to The RHL Group (which note payable had a balance of $1,516,049 at June 30, 2009; see Note 3 of our consolidated financial statements). For additional information relating to the Creditor Plan see Exhibit 10.1 of our current report on Form 8-K filed on November 13, 2008, and for information relating to The RHL Group see "- Related Party Transactions" below.

Cash Flows for the Six Months Ended June 30, 2009 compared to Six Months Ended June 30, 2008

Net cash used in operating activities for the six months ended June 30, 2009 was $1,319,458. The reconciliation of net loss of $4,197,446 to net cash used in operating activities for the six months ended June 30, 2009 included non-cash charges of $470,125 for share based compensation, $53,441 for depreciation and amortization, $66,668 for bad debt expense, $100,000 for a write-off of advances due from a related party and $655,261 for change in valuation of derivative liabilities, as well as increases of $1,361,577 in accounts payable and accrued expenses and $278,419 in related party payables, offset by a gain on the settlement of payables of $89,170.

Net cash used in operating activities for the six months ended June 30, 2008 was $725,660. The reconciliation of net loss of $1,686,125 to net cash used in operating activities for the six months ended June 30, 2008 included non-cash charges of $210,000 for common stock issued as payment of interest expense on the related party line of credit and $104,250 for restricted common stock issued for services and $74,719 for depreciation and amortization, as well as increases of $410,274 in accounts payable and accrued expenses and $115,532 in compensation payable, offset by a $74,611 decrease in related party payables.

Our investing activities resulted in a net cash inflow of $932,973 for the six months ended June 30, 2009 in connection with $1,050,506 in cash acquired from the Merger, offset by $107,087 in spending for international patent filing fee applications. During the second quarter of 2008, our net cash outflow from investing activities amounted to $3,566 due to the acquisition of property and equipment.

Our financing activities resulted in a net cash inflow of $313,311 for the six months ended June 30, 2009 in connection with $135,000 in proceeds from the line of credit with The RHL Group, $125,000 in proceeds from an unrelated third-party promissory note and $52,914 from stock option exercises. During the second quarter of 2008, our net cash inflow from financing activities consisted primarily of proceeds of $291,297 from the sale of stock, as well as $430,945 in proceeds from the line of credit with The RHL Group.

As of June 30, 2009, we had cash and cash equivalents of $2,605 compared to $0 at June 30, 2008.  

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Description of Indebtedness

The RHL Group

In July 2007, we issued a promissory note to The RHL Group to borrow up to $100,000 under a revolving line of credit, which was subsequently increased to $1,000,000 in August 2007. In July 2007, we also entered into a Security Agreement, pursuant to which MMR granted a blanket security interest to The RHL Group, Inc. over all of MMR's assets in order to secure the satisfaction of its obligations under the note. Interest on outstanding loan balances under the note accrued at a rate equal to the lesser of the Wall Street Journal Prime Lending Rate (7.5% on August 23, 2007) plus 3% or the maximum rate allowed by law under the California Constitution (5% per annum) plus the rate prevailing at the Federal Reserve Bank of San Francisco on November 25, 2007, for advances to member banks. In addition to interest, The RHL Group, Inc. received one share of MMR common stock for each dollar drawn on the line of credit, in increments of 100,000, with a minimum grant of 400,000 shares, for each three month term of the line. In addition, we were required to maintain certain financial covenants.

In August 2008, we entered into the Second Amended and Restated Promissory Note Agreement (the "RHL Note") with The RHL Group for the renewal of the $1,000,000 secured line of credit on substantially the same terms, with the one change being the quarterly grant of shares under the earlier agreement was accelerated to a one time grant of 5,000,000 common shares (including 4,413,053 shares of Treasury stock) for borrowings of up to $1,000,000 at any time during the twelve month term of the renewal ending on July 31, 2009. In addition, The RHL Group also received one share of common stock for each dollar of the line of credit, in increments of 100,000, for each 3 month term of the line for borrowings over $1,000,000. The entire unpaid principal and any unpaid interest under the note was due and payable on July 31, 2009.

The amount of outstanding principal and interest on the renewal date was $751,174. MMR issued The RHL Group a total of 1,400,000 common shares valued at $210,000 under the terms of this agreement during the six months ended June 30, 2008, which are included in interest expense. There were no such shares issued during the six months ended June 30, 2009. These common shares were converted into shares of MMRIS common stock pursuant to the Merger.

As contemplated by the Merger Agreement and the Creditor Plan, as a condition to the Merger, at the effective time of the Merger, MMR and The RHL Group entered into an Allonge to the RHL Note and the Security Agreement pursuant to which The RHL Group agreed to suspend certain of its rights under the Security Agreement and the RHL Note until the earlier of (a) the date that we repay all amounts outstanding under any promissory notes issued to Old Favrille's creditors under the Creditor Plan, (b) the date that we deposit into an escrow fund the maximum amount of cash payable in satisfaction of the promissory notes issued to Old Favrille's creditors under the Creditor Plan or (c) ten days after the two year anniversary of the closing date of the Merger. The suspended rights include any right of The RHL Group to (1) declare a default or event of default under the Security Agreement or the RHL Note (including for breach of the covenant for failure to maintain cash availability of at least $125,000), (2) accelerate the maturity date of the RHL Note, (3) exercise any of its principal remedies for a default or event of default under the Security Agreement, (4) assign the RHL Note, the proceeds of the RHL Note or to otherwise negotiate the RHL Note and (5) receive payment of the outstanding principal and interest owing under the RHL Note. We terminated the Allonge on April 29, 2009 as part of the credit restructuring described immediately below.

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On April 29, 2009, we agreed to restructure our secured credit facility with The RHL Group and entered into a Secured Credit Restructuring Agreement with The RHL Group and Robert H. Lorsch, our Chairman, Chief Executive Officer and President (the "Restructuring Agreement"), issued The RHL Group a Third Amended and Restated Note (the "Third Amended Note"), and we agreed to guaranty MMR's obligations under the Third Amended Note (the "Guaranty").

The Third Amended Note amended and restated the RHL Note, matures November 30, 2009, and bears interest at the lesser of 10% or the highest rate then permitted by law, and is secured (similar to the RHL Note) by the Security Agreement. Although the reserve credit line has been increased to $3,000,000, The RHL Group is only obligated to make a minimum of $100,000 of loans, advances and guarantees under the Third Amended Note within 30 days of execution pursuant to the Restructuring Agreement. The RHL Group was due to receive, as an origination fee, a note for $200,000, payable at our option in cash or warrants to acquire 2,800,000 shares of our common stock at an exercise price of $0.15 per share. If the term of the Third Amended Note is renewed, we would grant The RHL Group an additional origination fee on terms to be negotiated at such time.

As of June 30, 2009, we had an outstanding balance on the RHL Note of $1,516,049. The components of the $1,516,049 RHL Group Note payable and the related balance sheet presentation as of June 30, 2009 are: (1) $891,441 is included in the line of credit, related party payable; (2) $108,265 related to bank overdrafts, credit card charges and a vendor guaranty is included in accounts payable and accrued expenses; and (3) $516,343 related to deferred salary, consulting expenses and the $200,000 origination fee is included in related party payables. Interest expense on this note for the three months ended June 30, 2009 and 2008 amounted to $27,608 (unaudited) and $15,559 (unaudited), respectively. Interest expense on this note for the six months ended June 30, 2009 and 2008 amounted to $48,042 (unaudited) and $22,965 (unaudited), respectively. The unpaid interest balance was as of June 30, 2009 and December 31, 2008 was $72,104 (unaudited) and $24,963 (unaudited), respectively.

In conjunction with the loan agreement noted above, MMR was required to maintain certain financial covenants, including the requirement that MMR have at least $100,000 in cash in its bank accounts or such other amount as necessary to maintain operations through the subsequent thirty (30) days and timely pay any obligations due respecting payroll and all associated payroll taxes on and after June 1, 2009. As of June 30, 2009, MMR was in payment default under the terms of the Third Amended Note. However, the RHL Group waived MMR's default, which was subsequently memorialized in a Waiver Agreement, dated as of August 18, 2009. In consideration of The RHL Group's waiver of MMR's payment default under the Third Amended Note, we granted to The RHL Group a warrant to purchase an aggregate of 11,039,378 shares of our common stock, with an exercise price equal to $0.13 per share, the closing price of our common stock on the date immediately preceding the date of grant. Under the Waiver Agreement, which was executed in order to facilitate the Company's pursuit of additional financing, The RHL Group agreed to waive MMR's payment default until August 31, 2009, which waiver period will automatically continue until The RHL Group notifies MMR otherwise. In addition, as repayment of the unpaid $200,000 origination fee owed to The RHL Group by MMR in connection with the credit line restructuring, we granted to The RHL Group 2,800,000 shares of common stock.

In addition, under the Restructuring Agreement, The RHL Group agreed to use commercially reasonable efforts to raise additional financing from third parties, and agreed to extend the maturity of the Third Amended Note for an additional six-month term if we are in full compliance with our covenants and other obligations under the Third Amended Note, on terms to be negotiated at such time. Additionally, Mr. Lorsch agreed to exercise all of his outstanding options prior to May 1, 2009 (which were exercised April 30, 2009), which resulted in an $113,220 reduction in principal owing The RHL Group. Finally, as a condition to agreeing to restructure our secured credit arrangement, we also terminated the Allonge. Thus, if at any time after June 1, 2009 we are not in compliance with our covenants under the Third Amended Note or Security Agreement, The RHL Group may, but is not obligated to, declare an event of default.

Creditor Plan

We are obligated to make installment payments of $853,000 under the Creditor Plan (including payments under the transition employment agreements of our former Chief Executive Officer and former Chief Financial Officer). For additional information relating to the Creditor Plan see Exhibit 10.1 of our current report on Form 8-K filed on November 13, 2008.

Concurrent with the execution of the Merger Agreement, Favrille entered into a Creditor Plan with MMR and Kershaw, Mackie & Co., as the administrative agent (the "Creditor Plan"), which provided for the negotiation and settlement of Favrille's outstanding liabilities with certain of Favrille's officers, directors and trade creditors (the "Favrille Creditors"). Pursuant to the terms and conditions of the Creditor Plan, we issued interest-free promissory notes to the Favrille Creditors, which, as of June 30, 2009, had an aggregate outstanding balance of $853,000. The principal under such notes is payable in 18 equal installments beginning on August 2, 2009. We did not make the first installment payment that was due on August 2, 2009. There is no acceleration provision or other penalty upon an event of default, except as is otherwise provided for under applicable law.

Promissory Notes

On October 1, 2008, concurrent with the execution of the term sheet for the Merger, Favrille advanced MMR $100,000 pursuant to a promissory note issued by MMR to Favrille dated September 30, 2008 (the "First Bridge Note"), which is to be used solely for paying MMR's out of pocket expenses incurred in connection with the Merger. On November 10, 2008 (the first business day after execution of the Merger Agreement), Favrille advanced MMR an additional $500,000 pursuant to a promissory note issued by MMR to Favrille (the "Second Bridge Note,") and on December 22, 2008, January 8, 2009 and January 15, 2009, Favrille advanced MMR an additional $100,000, $35,000 and $50,000, respectively, pursuant to promissory notes issued by MMR to Favrille (the "Supplemental Bridge Notes" and together with the First Bridge Note and the Second Bridge Note, the "Promissory Notes") in each case, solely for MMR's use in paying its out of pocket expenses incurred in connection with the Merger and its operating expenses. Principal outstanding under the Promissory Notes accrued interest at the applicable federal rate of interest per annum, or the maximum rate permissible by the laws in California relating to permissible rates of interest on commercial loans, whichever is less. Because the Merger occurred, the principal and interest under the Promissory Notes has automatically been treated as a contribution to capital to MMR and the Promissory Notes have been fully discharged in accordance with their terms.

On June 11, 2009, the Company entered into a promissory note agreement to borrow $125,000 with PM Creative Corporation, an unrelated third-party. The promissory note is due and payable July 30, 2011, and bears interest of 12% per annum payable quarterly beginning on January 1, 2010. The proceeds of the loan will be used by the Company for the filing of international patent applications to expand and perfect the patent rights of the Company in the Anti-CD20 Antibodies outside the United States. PM Creative Corporation also received, as a commitment fee, a payable for $30,000, due and payable by August 15, 2009. The commitment fee was payable at the Company's option in cash or warrants to acquire 375,000 shares of our common stock at an exercise price per share equal to the lesser of (i) $0.15 per share and (ii) the weighted average trading price for a share of common stock for the ten consecutive trading days preceding the date on which the warrant is exercised. The warrants have a four year term. On July 29, 2009, we elected to pay the commitment fee through the issuance of warrants exercisable into 375,000 shares of our common stock at an exercise price of $0.14 per share. The warrants vested immediately. These warrants were valued using the Black-Scholes option pricing model. The total value of these warrants amounted to $32,441 (unaudited), all of which will be recorded as a reduction to the commitment fee payable in July 2009, with a loss on settlement payables for $2,441.

Commitments and Contingencies

Under the terms of an agreement with an investor who purchased $500,000 of MMR's Series B Preferred shares in 2006, we were required to invest $250,000 in a joint venture with the investor to establish an entity to market and sell our services in Japan, China, Korea, Taiwan and Thailand. To date, we have paid $100,000 of this amount, but the joint venture has not been incorporated, has not commenced operations and there are no employees. The Company has expensed the $100,000 during the 3 months ended June 30, 2009 due to uncertainty surrounding the outcome of negotiations with the related party. The Company is still involved in a relationship with the related party. In September 2007, The RHL Group provided the investor with a guarantee that we would meet our remaining payment obligations under this agreement in exchange for 300,000 shares of restricted MMR common stock valued at $39,000. In January 2009, as consideration for renewing this guarantee, MMR issued The RHL Group, 100,000 shares of MMR common stock (which converted into 328,174 shares of MMRIS common stock at the effective date of the Merger) valued at approximately $5,000.

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For additional information relating to this and other commitments and contingencies, please see note 5 to our financial statements appearing elsewhere in this quarterly report on Form 10-Q.

Off-Balance Sheet Arrangements

As of June 30, 2009 and December 31, 2008, we had no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Intentionally omitted.

Item 4T. Controls and Procedures

Disclosure Controls and Procedures

In evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Due to the existence of material weaknesses described below, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are not effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (1) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Notwithstanding the conclusion that our disclosure controls and procedures were not effective as of the end of the period covered by this report, the Chief Executive Officer and the Chief Financial Officer believe that the consolidated financial statements and other information contained in this annual report present fairly, in all material respects, our business, financial condition and results of operations.

Material Weakness in Internal Control over Financial Reporting

As management has previously noted and disclosed, we have significant deficiencies in our internal control over financial reporting that were considered to be material weaknesses. These include our inadequate financial statement close process, our lack of financial expertise and accounting staff, our lack of supporting documentation and schedules, our inadequate journal entry review process, and our inadequate approval and documentation for equity grants. See Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations-Internal Control Over Financial Reporting" above. We have already hired an outside consultant to develop and implement formal policies and procedures regarding the preparation of our financial statements. This process is still underway and was not complete as of the end of the period covered by this report. We also plan to hire experienced accounting staff with SEC public company experience.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the second quarter of 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable.

Item 1A. Risk Factors

Intentionally omitted.

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

On April 6, 2009 and May 13, 2009, we granted warrants to certain unrelated third-party creditors and a customer to acquire an aggregate 325,000 shares of our common stock (which represents approximately 0.3% of our issued and outstanding common stock as of the date hereof) . The warrants, 125,000 of which are immediately exercisable, have exercise prices ranging from $0.19 to $0.23 and all expire on May 13, 2014 except 50,000 which expire on April 6, 2010. The warrants were granted in exchange for consulting services rendered or in exchange for a prepayment for subscriber fees. We granted such securities in reliance on exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Our Board of Directors approved an amendment to our Certificate of Incorporation in order to increase the number of authorized shares of common stock from 150,000,000 to 650,000,000. The Board's action to amend the Certificate of Incorporation was subject to the approval of our stockholders of record as of the close of business on June 10, 2009, whose written consent we began soliciting on June 19, 2009. There were approximately 125,852,670 shares of our common stock issued and outstanding on the record date of June 10, 2009. The time period for submitting consents to approve the amendment expired on July 31, 2009. The voting results were as follows:

Consent	Withhold Consent	Abstain
74,019,759	403,860	148

As of July 10, 2009, we had received consents representing at least a majority of the outstanding shares of our common stock, and thus, on that date, we filed a Certificate of Amendment of Certificate of Incorporation with the Secretary of State of the State of Delaware providing for an increase in the number of shares of common stock that we are authorized to issue from time to time from 150,000,000 to 650,000,000.

Item 5. Other Information

On August 18, 2009, the Company and The RHL Group entered into a Waiver Agreement, pursuant to which, in consideration of The RHL Group's waiver of MMR's payment default under the Third Amended Note (see Note 3 above), the Company granted to The RHL Group a warrant to purchase an aggregate of 11,039,378 shares of the Company's common stock, with an exercise price equal to $0.13 per share, the closing price of the Company's common stock on the date immediately preceding the date of grant. Under the Waiver Agreement, The RHL Group agreed to waive MMR's payment default until August 31, 2009, which waiver period will automatically continue until The RHL Group notifies MMR otherwise. In addition, as repayment of the unpaid origination fee owed to The RHL Group by MMR in connection with the credit line restructuring, the Company granted to The RHL Group 2,800,000 shares of common stock.

On August 17, 2009, in consideration of a personal guaranty given by Robert H. Lorsch, the Company's Chairman, Chief Executive Officer and President, to a vendor, to guarantee payments due to the vendor from the Company for services rendered, the Company granted Mr. Lorsch (i) a warrant to purchase 706,605 shares of Company common stock, at an exercise price of $0.13 per share, the closing price of the Company's common stock on the date immediately preceding the date of grant, and (ii) 141,321 shares of Company common stock.

The foregoing securities were issued in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act, and the rules promulgated thereunder. At the time of their issuance, the securities granted above are restricted securities for purposes of the Securities Act and the certificates representing such securities shall bear legends to that effect.

On August 26, 2009, the audit committee, based on discussions with management, the Company's independent auditors and certain third-party consultants, concluded that the Company's previously reported consolidated financial statements of March 31, 2009 and for the three months then ended should no longer be relied upon due to the need to correct an error related to the accounting for certain non-employee options and warrants.

In the course of preparing the quarterly report for the period ended June 30, 2009, the Company discovered that certain transactions had been previously recorded improperly on its financial statements for the period indicated above. As a result of this review, on August 26, 2009, we concluded that we should restate our consolidated financial statements for the period set forth above. The restatement is necessary due to a reassessment of the Company's contractual obligations to deliver shares in the event that all option and warrant holders exercised those contracts. The restatement reclassifies certain non-employee options and warrant contracts from equity to derivative liabilities (see "Derivative Liabilities" above and the Company's 10-Q/A filed on August 26, 2009.

Also, effective as of August 16, 2009, Diane Baker, Senior Vice President of the Company, resigned.

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Item 6. Exhibits

Exhibit Number	Description of Exhibits
10.1	Stock Option Agreement dated August 6, 2009, by and between MMR Information Systems, Inc. and Robert H. Lorsch.
10.2	Waiver Agreement, dated August 18, 2009, by and among MMR Information Systems, Inc., MyMedicalRecords, Inc., and The RHL Group, Inc.
10.3	Warrant dated August 18, 2009, issued by MMR Information Systems, Inc. in favor of Robert H. Lorsch.
10.4	Warrant dated August 18, 2009, issued by MMR Information Systems, Inc. in favor of The RHL Group, Inc.
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
32.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
32.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

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SIGNATURES

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

Date: August 26, 2009

MMR Information Systems, Inc.

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

By: /s/ Naj Allana                                   
Naj Allana
Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibits
10.1	Stock Option Agreement dated August 6, 2009, by and between MMR Information Systems, Inc. and Robert H. Lorsch.     PDF as a courtesy
10.2	Waiver Agreement, dated August 18, 2009, by and among MMR Information Systems, Inc., MyMedicalRecords, Inc., and The RHL Group, Inc.     PDF as a courtesy
10.3	Warrant dated August 18, 2009, issued by MMR Information Systems, Inc. in favor of Robert H. Lorsch.     PDF as a courtesy
10.4	Warrant dated August 18, 2009, issued by MMR Information Systems, Inc. in favor of The RHL Group, Inc.     PDF as a courtesy
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
32.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
32.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

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EX-10.1 3 exh10-1.htm STOCK OPTION AGREEMENT

Exhibit 10.1

THE SECURITIES REPRESENTED BY THIS STOCK OPTION AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE LAW.

MMR INFORMATION SYSTEMS, INC.

STOCK OPTION AGREEMENT

I. NOTICE OF STOCK OPTION GRANT

Optionee's Name and Address:	Robert. H. Lorsch
	c/o MMR Information Systems, Inc.
	2934 1/2 Beverly Glen Circle, Suite 702
	Los Angeles, California 90077

You have been granted an option to purchase shares of common stock of the Company ("Common Stock"), subject to the terms and conditions of this Option Agreement (this "Agreement"), as follows:

Grant Number	__________________________________________
Date of Grant	August 6, 2009
Vesting Commencement Date	January 27, 2009
Exercise Price per Share	$0.125
Total Number of Shares Granted	9,000,000
Total Exercise Price	$1,125,000.00
Type of Option:	[  ] Incentive Stock Option [X] Non-Qualified Stock Option
Expiration Date:	January 27, 2014

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1. Vesting Schedule:

Subject to other limitations set forth in this Agreement, this Option (as defined below) may be exercised, in whole or in part, in accordance with the following schedule (the "Vesting Schedule"):

Provided Optionee continues to be an Employee or Consultant of the Company or any Affiliate throughout the specified period, as applicable, this Option shall become exercisable as to portions of the Shares (as defined below) as follows: (i) 1/3 of the Shares subject to this Option shall vest on January 27, 2009 (the "Vesting Commencement Date"); (ii) 1/3 of the Shares subject to this Option shall vest on January 27, 2010; and (iii) 1/3 of the Shares subject to this Option shall vest on January 27, 2011.

2. Termination Period:

This Option, to the extent vested, may be exercised for 90 days after termination of the Optionee's employment or consulting relationship, or such longer period as may be applicable upon death or disability of Optionee as provided herein (the "Termination Period"); provided, however, that any unvested portion of the Shares as of the termination date of the Optionee's employment or consulting relationship shall be forfeited. In the event of the Optionee's change in status from Employee to Consultant or Consultant to Employee, this Agreement shall remain in effect. In no event shall this Option be exercised later than January 27, 2011 (the "Expiration Date").

II. AGREEMENT

1.   Certain Definitions.

1.1    "Affiliated Company" means any corporation that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, another corporation, where "control" (including the terms "controlled by" and "under common control with") means the possession, direct or indirect, of the power to cause the direction of the management and policies of the corporation, whether through the ownership of voting securities, by contract or otherwise.

1.2    "Cause" means, with respect to the Optionee, the occurrence of any of the following: (i) such Optionee's commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Optionee's attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) such Optionee's intentional, material violation of any contract or agreement between the Optionee and the Company or any statutory duty owed to the Company; (iv) such Optionee's unauthorized use or disclosure of the Company's confidential information or trade secrets; (v) such Optionee's gross misconduct; or (vi) such Optionee's conduct that constitutes gross insubordination, incompetence or habitual neglect of duties and that results in (or might reasonably result in) material harm to the business of the Company. The determination that a termination is for Cause shall be made by the Company in its sole and exclusive judgment and discretion. Any determination by the Company that the Continuous Service of Optionee was terminated by reason of dismissal without Cause for the purposes of outstanding stock awards held by such Optionee shall have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose.

1.3    "Code" means the Internal Revenue Code of 1986, as amended.

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1.4    "Continuous Service" means that the employment, director or consulting relationship with the Company or any Affiliate is not interrupted or terminated. Continuous Service as an employee, director or consultant shall not be considered interrupted in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Affiliates, or any successor. A leave of absence approved by the Company shall include sick leave, military leave, or any other personal leave approved by an authorized representative of the Company.

1.5    "Consultant" means any consultant or advisor if: (i) the consultant or advisor renders bona fide services to the Company or any Affiliate; (ii) the services rendered by the consultant or advisor are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company's securities; and (iii) the consultant or advisor is a natural person who has contracted directly with the Company or any Affiliate to render such services.

1.6    "Corporate Transaction" means (i) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company and this Option is assumed or replaced by the successor corporation; (ii) a dissolution or liquidation of the Company; (iii) the sale of substantially all of the assets of the Company; or (iv) any other transaction which qualifies as a "corporate transaction" under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company).

1.7    "Disability" means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code.

1.8    "Employee" means any person employed by the Company or an Affiliate. However, service solely as a director on the Board, or payment of a fee for such services, shall not cause a such a person to be considered an "Employee."

1.9    "Fair Market Value" means the value of a share of the Company's Common Stock based on (i) if such Common Stock is then quoted on the Nasdaq National Market or an over-the-counter exchange, then (A) the last sale before or the first sale after the grant, (B) the closing price on the trading day before or the trading day of the grant, or (C) the arithmetic mean of the high and low prices on the trading day before or the trading day of the grant, or (D) any other reasonable basis using actual transactions in the stock as reported by an established securities market; or (ii) if none of the foregoing alternatives in (i) is applicable, by the Board in good faith using a method of reasonable evaluation.

2.   Grant of Option. MMR Information Systems, Inc., a Delaware corporation (the "Company"), hereby grants to the Optionee named in the Notice of Stock Option Grant (the "Optionee"), an option (the "Option") to purchase the total number of shares of Common Stock (the "Shares") set forth in the Notice of Stock Option Grant, at the exercise price per share set forth in the Notice of Stock Option Grant (the "Exercise Price") subject to the terms, definitions and provisions hereof.

3.   Exercise of Option.

3.1    Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of this Agreement. In the event of termination of Optionee's Continuous Service (for reasons other than Cause or upon the Optionee's death or Disability), the Optionee may exercise his or her Option (to the

3

extent that the Optionee was entitled to exercise such Option as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the expiration of the term of the Option as set forth in this Agreement or (ii) the date ninety (90) days following the termination of the Optionee's Continuous Service. If, after termination of Continuous Service, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate.

3.2    Corporate Transaction. In the event of a Corporate Transaction, unless this Option is, in connection with the Corporate Transaction, either (i) assumed by the successor corporation or Affiliate thereof or (ii) replaced with a comparable Option with respect to shares of the capital stock of the successor corporation or Affiliate thereof, or (iii) replaced with a cash incentive program of the successor corporation which preserves the compensation element of this Option existing at the time of the Corporate Transaction and provides for subsequent payout in accordance with the Vesting Schedule, then all Shares under this Agreement shall automatically become fully vested and exercisable immediately prior to the effective date of such Corporate Transaction. The determination of Option comparability under clause (ii) above shall be made by the Company's Board (excluding Optionee, if applicable), and its determination shall be final, binding and conclusive. Effective upon the consummation of the Corporate Transaction, all outstanding Options hereunder shall terminate and cease to remain outstanding, except to the extent assumed by the successor corporation or its Affiliate.

3.3    Method of Exercise. This Option shall be exercisable only by delivery of a notice substantially in the form of Exhibit A attached hereto (the "Exercise Notice") which shall state the election to exercise the Option, the whole number of Shares in respect of which the Option is being exercised, such other representations and agreements as to the holder's investment intent with respect to such Shares and such other provisions as may be required by law. Such Exercise Notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Company accompanied by payment of the Exercise Price. The Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price. No Shares will be issued pursuant to the exercise of the Option unless such issuance and such exercise shall comply with all applicable laws. Assuming such compliance, for income tax purposes, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

3.4    Taxes. No Shares will be issued to the Optionee or other person pursuant to the exercise of the Option until the Optionee or other person has made arrangements acceptable to the Company for the satisfaction of foreign, federal, state and local income and employment tax withholding obligations.

4.   Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee, or any other form of consideration authorized in writing by an officer of the Company from time to time; provided, however, that such exercise method does not then violate an applicable law:

4.1    cash;

4.2    check; or

4.3    As long as the Company's Common Stock is publicly traded on a national securities exchange or on an over-the- counter quotation system, by delivery of a properly executed Exercise Notice together with such other documentation as the Company and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the Exercise Price.

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5.   Optionee's Representations. By receipt of this Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that:

5.1    Optionee acknowledges that both this Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws;

5.2    Optionee acknowledges that these securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company;

5.3    Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities;

5.4    Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended, (the "Act"), or any applicable state law in reliance upon one or more specific exemptions contained in the Act and any applicable state law, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon (i) Optionee's bona fide investment intention in acquiring these securities; (ii) Optionee's intention to hold these securities in compliance with federal and state securities laws; (iii) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (iv) there being certain restrictions on transfer of the Shares subject to the Option;

5.5    Optionee understands that the Shares subject to this Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act and any applicable state law, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration under the Act, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and

5.6    Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required.

6.   Restrictions on Exercise. This Option may not be exercised if the issuance of the Shares subject to the Option upon such exercise would constitute a violation of any applicable laws.

7.   Termination of Relationship. In the event the Optionee's Continuous Service terminates, the Optionee may, to the extent otherwise so entitled at the date of such termination (the "Termination Date"), exercise this Option during the Termination Period set out in Section 2 of the Notice of Stock Option Grant. Except as provided in Sections 7 and 8, below, to the extent that the Optionee was not entitled to exercise this Option on the Termination Date, or if the Optionee does not exercise this Option within the Termination Period, the Option shall terminate.

8.   Disability of Optionee. In the event the Optionee's Continuous Service terminates as a result of his or her Disability, the Optionee may, but only within twelve (12) months from the Termination Date (and in no event later than the Expiration Date), exercise the Option to the extent otherwise entitled to exercise it on the Termination Date. To the extent that the Optionee was not entitled to exercise the Option on the Termination Date, or if the Optionee does not exercise such Option to the extent so entitled

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within the time specified herein, the Option shall terminate.

9.   Death of Optionee. In the event of the Optionee's death, the Option may be exercised at any time within twelve (12) months following the date of death (and in no event later than the Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent the Optionee could exercise the Option at the date of death.

10.   Transferability of Option. This Option may be transferred by the Optionee only in a manner and to the extent acceptable to the Company as evidenced by a writing signed by an officer on behalf of the Company and the Optionee consenting to such transfer, which consent may be withheld in the sole discretion of the Company. The terms of this Option shall be binding upon the executors, administrators, heirs and successors of the Optionee.

11.   Term of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the terms of this Agreement.

12.   Tax Consequences. Set forth below is a brief summary as of the date of this Agreement of some of the federal and State tax consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

12.1    Exercise of Non-Qualified Stock Option. There may be a regular federal income tax liability and State income tax liability upon the exercise of a Non-Qualified Stock Option. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise

12.2    Disposition of Shares. In the case of a Non-Qualified Stock Option, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal and State income tax purposes.

13.   Standoff Agreement. In connection with the first two (2) registrations of the Company's securities, Optionee agrees, upon the request of the Company and the underwriters managing such underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Shares (other than those included in the registration) without the prior written consent of the Company and such underwriters, as the case may be, for such period of time, not to exceed thirty (30) days before and one hundred eighty (180) days after the effective date of such registration as the underwriters may specify. The Company and underwriters may request such additional written agreements in furtherance of such standoff in the form reasonably satisfactory to the Company and such underwriter. The Company may also impose stop-transfer instruction with respect to the shares subject to the foregoing restrictions until the end of said one hundred eighty (180) day period.

14.   Governing Law/Venue. This Agreement is governed by California State law, except for that

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body of law pertaining to conflict of laws. Venue for all purposes hereunder shall be Los Angeles, California.

15.   Entire Agreement. This Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in its entirety all prior undertakings and agreements of the Company and the Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee.

16.   Headings. The captions used in this Option are inserted for convenience and shall not be deemed a part of this Option for construction or interpretation.

17.   Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Optionee or by the Company forthwith to the Board, which shall review such dispute at its next regular meeting. The resolution of such dispute by the Board shall be final and binding on all persons.

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee further acknowledges and agrees that in partial consideration for the Company granting the Option to Optionee, Optionee agrees to hold all of the shares of the voting capital stock of the Company issued upon exercise of this Option (and any securities of the Company issued with respect to, upon conversion of, or in exchange or substitution of such shares) (hereinafter collectively referred to as the "Voting Shares") subject to, and to vote all of the Voting Shares at a regular or special meeting of shareholders (or by written consent) now or hereafter acquired by it, and otherwise use his or its respective best efforts, in accordance with the provisions of the Proxy set forth as Exhibit 1 to the Exercise Notice.

Optionee hereby accepts this Agreement subject to all of the terms and provisions hereof. Optionee has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Signed: /s/ Robert H. Lorsch               
Optionee

Residence Address:

__________________________________________

__________________________________________

__________________________________________

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EXHIBIT A

MMR INFORMATION SYSTEMS, INC

EXERCISE NOTICE

MMR INFORMATION SYSTEMS, INC.
2934 1/2 Beverly Glen Circle, Suite 702
Los Angeles, California 90077
Attention: Secretary

1. Exercise of Option. Effective as of today, , 20__, the undersigned, __________ ("Purchaser"), hereby elects to purchase ( ) shares (the "Shares") of the Common Stock of MMR INFORMATION SYSTEMS, INC, a Delaware corporation (the "Company"), under and pursuant to the Stock Option Agreement dated __________________ (the "Option Agreement"). The purchase price per share for the Shares shall be Twelve and One-Half Cents ($0.125) for an aggregate purchase price of $ , as required by the Option Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Option Agreement.

2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price for the Shares. I hereby elect to pay the exercise price by the method marked below:

a. _________ Cash

b. _________ Check

c. _________ Same day exercise and sale [If Public]

3. [If Public] Broker Instructions. In the event I have elected to exercise options via the same day exercise and sale method, you are hereby authorized to instruct (the "Broker") to accept the proceeds deriving from the sale of the Shares, and to take the following actions: (i) to deduct from the proceeds of the sale any Company expenses; (ii) to deduct from the proceeds any tax withholding requested by the Company and to request in writing from the Company a statement of the tax amounts to be withheld, if no request has been given by the Company; (iii) to deliver the above amounts so deducted to the Company; and (iv) to deliver the remaining proceeds to me as I shall direct the Broker.

These instructions shall be construed as authorizing the Broker and the Company to take any other actions reasonably necessary to effect the purposes hereof and the Broker and the Company may rely upon any statements and undertakings made herein by the undersigned, as if said statements and undertakings were made directly to the Broker and the Company.

I further acknowledge that I shall bear sole responsibility for any commissions and fees relating to the performance of these instructions by the Broker or the Company, and any other banking activities and will, upon demand, indemnify and defend the Broker or the Company against any amounts which may be owing in this regard.

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4. Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Option Agreement, and agrees to (x) abide by and be bound by its terms and conditions and (y) concurrently enter into and abide by the terms and conditions of the Proxy attached hereto as Exhibit 1.

5. Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. In the event Purchaser has not sold the Shares in a same day exercise and sale, a share certificate for the number of Shares so acquired shall be issued to the Purchaser as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as otherwise provided. In addition to applicable state and federal securities legends, the following legend shall be included:

"THE SHARES EVIDENCED HEREBY ARE SUBJECT TO THE TERMS OF A PROXY (A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THE PROXY."

6. Tax Consultation; Payment of Taxes. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser's purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.

Purchaser agrees to satisfy all applicable federal, state and local income and employment tax withholding obligations with respect to the exercise of the Option and, if applicable, the sale of the Shares and will, upon demand, indemnify and defend the Company and, if applicable, the Broker, against any amounts which may be owing in this regard. If the Company is required to satisfy any federal, state or local income or employment tax withholding obligations as a result of such an early disposition, Purchaser agrees to satisfy the amount of such withholding in a manner that the Company prescribes.

7. Entire Agreement. The Option Agreement is incorporated herein by reference. This Exercise Notice and the Option Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof. In the event of any conflict between the terms of this Exercise Notice and the Option Agreement, the terms of the Option Agreement shall govern.

8. Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. This Exercise Notice shall be binding upon Purchaser and his or her heirs, executors, administrators, successors and assigns.

9. Headings. The captions used in this Exercise Notice are inserted for convenience and shall not be deemed a part of this Exercise Notice for construction or interpretation.

10. Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Purchaser or by the Company forthwith to the Board, which shall review such dispute at its

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next regular meeting. The Board's resolution of such dispute shall be final and binding on all persons.

11. Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of California excluding that body of law pertaining to conflicts of law. Should any provision of this Exercise Notice be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

12. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to the other party at its address as shown below beneath its signature, or to such other address as such party may designate in writing from time to time to the other party.

13. Further Instruments. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this agreement.

Submitted by:	Accepted by:
PURCHASER:	MMR INFORMATION SYSTEMS, INC:
_________________________________________	By:_________________________________________
(Signature)	(Signature)
Robert H. Lorsch	_________________________________________
(Print Name)	(Print Name and Title)
Address:	Address:
c/o 2934 1/2 Beverly Glen Circle, Suite 702	2934 1/2 Beverly Glen Circle, Suite 702
Los Angeles, California 90077	Los Angeles, California 90077

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EXHIBIT 1

IRREVOCABLE PROXY

The undersigned shareholder of MMR Information Systems, Inc., a Delaware corporation (the "Company"), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes the members of the Board of Directors of the Company, and each of them, the attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the fullest extent of the undersigned's rights with respect to (i) the shares of capital stock of the Company owned by the undersigned as of the date of this proxy, which shares are specified on the final page of this proxy and (ii) any and all other shares of capital stock of the Company which the undersigned may acquire after the date hereof pursuant to the exercise by the undersigned of any of the Company's stock options. (The shares of the capital stock of the Company referred to in clauses (i) and (ii) of the immediately preceding sentence are collectively referred to as the "Shares.") Upon the execution hereof, all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked, and no subsequent proxies will be given with respect to any of the Shares.

This proxy is irrevocable, is coupled with an interest and is granted in connection with the undersigned's exercise of his Option with the Company on even date herewith. The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the earlier to occur of a (x) "Qualified Reorganization" (as defined below) (z) or ten years after the first exercise of the Option (the "Expiration Date") at any meeting of the shareholders of the Company, however called, or in any action by written consent of shareholders of the Company for any reason or purpose for which shareholders may vote. This proxy shall be binding upon the heirs, successors and assigns of the undersigned (including any transferee of any of the Shares). Any obligation of the undersigned hereunder shall be binding upon the heirs, successors and assigns of the undersigned (including any transferee of any of the Shares).

The term "Qualified Reorganization" shall mean (x) any merger or consolidation of the Company with or into another corporation or entity, or (y) the sale of all or substantially all of the Company's properties and assets, or (z) a sale of the shares of the Company's Common Stock, in which all of the Company's stockholders concurrently receive cash and/or marketable securities in an aggregate amount equal to at least $2.00 per share, appropriately adjusted for stock splits, combinations and the like.

[The remainder of this page has been intentionally left blank.]

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This proxy shall terminate upon the Expiration Date.

Dated: _________, 20____

Shareholder Name: Robert H. Lorsch
Signature: _________________________________
Title (If Applicable): __________________________

Number and Class of Shares of Company Stock owned by Shareholder:
________ Shares of Common Stock

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EX-10.2 4 exh10-2.htm WAIVER AGREEMENT

Exhibit 10.2

WAIVER AGREEMENT

This Waiver Agreement (the "Waiver Agreement") is entered into as of August 18, 2009 (the "Effective Date"), by and among The RHL Group, Inc., a California corporation (the "Lender"), MMR Information Systems, Inc., a Delaware corporation ("Parent"), and MyMedicalRecords, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MMR").

RECITALS

A. WHEREAS, on April 29, 2009, the Parent, MMR and Lender entered into a Secured Credit Restructuring Agreement (the "Restructuring Agreement") to provide for the restructuring of MMR's credit facility with Lender, among other items.

B. WHEREAS, in connection with the Restructuring Agreement, MMR issued to Lender a Third Amended and Restated Secured Promissory Note (the "Third Amended Note"), which amended and restated MMR's previous credit facility with Lender.

C. WHEREAS, Parent executed a Guaranty in favor of Lender to guarantee MMR's payment of the Third Amended Note (the "Guaranty"). The Third Amended Note, Guaranty and Restructuring Agreement are referred to herein collectively as the "RHL Agreements";

D. WHEREAS, MMR and Parent are in default under the Third Amended Note and Guaranty, respectively, as a result of the failure to make payments under the RHL Agreements when and as due (each, a "Payment Default");

E. WHEREAS, the Lender desires to waive any and all claims it may have, or Events of Default (as defined, for purposes of this Waiver Agreement, in the Third Amended Note) which may have arisen, as a result of the occurrence of any Payment Default.

F. WHEREAS, in consideration of such waiver, Lender shall receive a warrant to purchase eight (8) shares of Parent's common stock, par value $0.001 per share (the "Common Stock") for every dollar owed by MMR to Lender under the Third Amended Note.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.  Waiver of Payment Defaults. Lender agrees that through August 31, 2009 (the "Wavier Period"), all existing Payment Defaults and other defaults shall be suspended and temporarily waived and that Lender shall not present any notice relating to past Payment Defaults or other defaults (the "Waiver"). The foregoing Waiver by Lender shall in no event be construed as a waiver of (i) any other breach by MMR or Parent of any other provision(s) of the RHL Agreements and such Waiver shall in no way limit or impair any other rights of the Lender under or in connection with the RHL Agreements, or (ii) any future payment default or other default under any of the RHL Agreements or any of Lender's rights and remedies with respect thereto.

2.   Notice of Waiver Termination. After August 31, 2009, the Waiver Period shall automatically be extended and shall continue until such time as Lender notifies the Company in writing of its election to terminate the Waiver (the "Notice"), at which time all of Lender's rights, remedies, and claims under each of the RHL Agreements shall immediately and retroactively be restored and this Waiver Agreement shall be abrogated as if it had never been executed and it shall have no force or effect whatsoever.

3.   Opportunity to Cure. Notwithstanding the foregoing, if, prior to such time as the Company receives a Notice under Section 2, all Payment Defaults and other defaults under the RHL Agreements are cured and all principal and accrued interest owed to Lender thereunder have been paid in full, then the Waiver shall automatically become permanent.

4.   Consideration. In consideration of the waiver set forth in Section 1 above, Parent hereby agrees to issue to Lender a warrant (the "Warrant") to purchase 11,039,378 shares of Parent's Common Stock. The conversion price of the Warrant shall be equal to $0.13, the closing bid price of the Common Stock on the date immediately preceding the date of this Waiver Agreement.

5.   Effect on RHL Agreements. Other than as expressly set forth in this Waiver Agreement:

(i) Lender hereby expressly reserves all of its rights, remedies, and claims under each of the RHL Agreements;

(ii) Nothing in this Waiver Agreement shall constitute a waiver or relinquishment of (A) any Event of Default under the RHL Agreements, (B) any of the agreements, terms or conditions contained in the RHL Agreements, (C) any rights or remedies of Lender with respect to the RHL Agreements, or (D) the rights of the Lender to collect the full amounts owing and/or owed to it under the RHL Agreements; and

(iii) Each of MMR and Parent acknowledges and agrees that its respective liabilities and obligations under the RHL Agreements are not limited or impaired in any respect by this Waiver Agreement.

6.   Entire Agreement. This Waiver Agreement shall be construed in connection with and as part of the RHL Agreements, and all terms, conditions, representations, warranties, covenants and agreements set forth therein and each other instrument, exhibit or agreement referred to in the RHL Agreements, except as herein expressly waived, are hereby ratified and confirmed and shall remain in full force and effect.

7.   Miscellaneous.

(i) No provision of this Waiver Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Lender, MMR and Parent, respectively.

(ii) This Waiver Agreement shall be governed by, and construed in accordance with, the laws of the State of California, to the jurisdiction of which the parties hereto submit.

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(iii) This Waiver Agreement may be executed in counterparts, which together shall constitute one Agreement.

(iv) By their signatures below, the parties acknowledge that they have had sufficient opportunity to read and consider, and that they have carefully read and considered, each provision of this Waiver Agreement and that they are voluntarily signing this Waiver Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Waiver Agreement as of the Effective Date.

"LENDER":

THE RHL GROUP, INC.

By: /s/                        
Name: Robert H. Lorsch
Title: Chief Executive Officer

"PARENT":

MMR INFORMATION SYSTEMS, INC.

By: /s/                        
Name: Naj Allana
Title: Chief Financial Officer

"MMR":

MYMEDICALRECORDS, INC.

By: /s/                        
Name: Naj Allana ____________________________
Title: Chief Financial Officer

EX-10.1

Q2 2009 Exhibit 10.1

EX-10.2

Q2 2009 Exhibit 10.2

EX-10.3

Exhibit 10.3

COMMON STOCK WARRANT

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK INTO WHICH THE WARRANT MAY BE EXERCISED MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID SECURITIES ACT, OR (II) UNLESS SOLD OR TRANSFERRED PURSUANT TO AND IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

Dated:   August 18, 2009

THIS CERTIFIES THAT, for value received, ROBERT H. LORSCH ("Holder") is entitled to subscribe for and purchase that number of shares as set forth in Section 1 of the fully paid and nonassessable common stock, par value $0.001 per share (the "Shares" or the "Common Stock"), of MMR INFORMATION SYSTEMS, INC., a Delaware corporation (the "Company"), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth.

1. Warrant Price and Number of Shares.  The "Warrant Price" per share shall be equal to $0.13, subject to adjustment as provided in Section 7 below. This Warrant shall be initially exercisable for Seven Thousand Six Six Hundred Five (706,605) shares of Common Stock (the "Initial Grant").
2. Conditions to Exercise.  The purchase right represented by the Initial Grant may be exercised at any time, or from time to time, in whole or in part during the term commencing on the date hereof and ending at 5:00 P.M. New York time on August 18, 2014.  
3. Method of Exercise; Payment; Issuance of Shares; Issuance of New Warrant.
   1. Cash Exercise. Subject to Sections 1 and 2 hereof, the purchase rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part, by the surrender of this Warrant (with a duly executed Notice of Exercise in the form attached hereto) at the principal office of the Company (as set forth in Section 17 below) and by payment to the Company, by check, of an amount equal to the then applicable Warrant Price per share multiplied by the number of shares then being purchased. In the event of any exercise of the rights represented by this Warrant, certificates for the shares of stock so purchased shall be in the name of, and delivered to, the Holder hereof, or as such Holder may direct (subject to the terms of transfer contained herein and upon payment by such Holder hereof of any applicable transfer taxes). Such delivery shall be made within 10 days after exercise of the Warrant and at the Company's expense and, unless this Warrant has been fully exercised or expired, a new Warrant having terms and conditions substantially similar to this Warrant and representing the portion of the Shares, if any, with respect to which this Warrant shall not have been exercised, shall also be issued to the Holder hereof within 10 days after exercise of the Warrant.
   2. Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 3(a), Holder may elect to receive shares equal to the value of this Warrant (or of any portion thereof remaining unexercised) by surrender of this Warrant at the principal office of the Company together with notice of

such election, in which event the Company shall issue to Holder the number of shares of the Company's Common Stock computed using the following formula:

X = Y (A-B)
    A

Where X = the number of shares of Common Stock to be issued to Holder.

Y = the number of shares of Common Stock purchasable under this Warrant (at the date of such calculation).

A = the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation).

B = Warrant Price per share (as adjusted to the date of such calculation).

3. Fair Market Value. For purposes of this Section 3, "Fair Market Value" of one share of the Company's Common Stock shall mean the arithmetic average of the VWAP of the Common Stock for the ten (10) consecutive Trading Days ending on the day that is three (3) Trading Days prior to the applicable date of determination of Fair Market Value.
4. Definitions. For the purposes of this Warrant:
   1. "Trading Day" means a day on which the principal Trading Market is open for business.
   2. "Trading Market" means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange.
   3. "VWAP" means, as of any date of determination, the dollar volume-weighted average price for the Common Stock on the Trading Market during the period beginning at 9:30:01 a.m., New York Time (or such other time as the Trading Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York Time (or such other time as the Trading Market publicly announces is the official close of trading) as reported by Bloomberg Financial Markets ("Bloomberg") through its "Volume at Price" functions, or, if the foregoing does not apply, the dollar volume-weighted average price of the Common Stock in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York Time (or such other time as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York Time (or such other time as such market publicly announces is the official close of trading) as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the "pink sheets" by Pink Sheets LLC. If the VWAP cannot be calculated for the Common Stock on a particular date on any of the foregoing bases, then the VWAP on such date shall be the fair market value as determined in good faith by the Board of Directors of the Company. All such

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determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

5. Automatic Exercise. To the extent this Warrant is not previously exercised, it shall be automatically exercised in accordance with Sections 3(b) and 3(c) hereof (even if not surrendered) immediately before its expiration.
4. Legends; Removal of Legends.
   1. Legends. Each certificate representing the Securities shall be endorsed with the following legend:
      1. THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (1) PURSUANT TO SEC RULE 144, (2) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES, OR (3) THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT.
      2. The Company need not enter into its stock register a transfer of Securities unless the conditions specified in the foregoing legend are satisfied. The Company may also instruct its transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legend are satisfied.
   2. Removal of Legend and Transfer Restrictions. The legend relating to the Securities Act endorsed on a certificate pursuant to paragraph 4(a) of this Warrant and the stop transfer instructions with respect to the Warrant and the shares of Common Stock issuable upon exercise of the Warrant (collectively, the "Securities") represented by such certificate shall be removed and the Company shall issue a certificate without such legend to the Holder of the Securities if (i) the Securities are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Act is available or (ii) the Holder provides to the Company an opinion of counsel for the Holder reasonably satisfactory to the Company, to the effect that public sale, transfer or assignment of the Securities may be made without registration and without compliance with any restriction such as Rule 144.
5. Assignment. This Warrant may not be pledged, sold, assigned or transferred except (i) to any subsidiary wholly owned (directly or through intermediate wholly owned subsidiaries) by the Holder, (ii) to any director, stockholder or executive officer of the Holder, (iii) to any limited liability company, partnership or other entity resulting from any merger, consolidation or other reorganization to which Holder is a party or any limited liability company, partnership or other person or entity to which Holder may transfer all or substantially all of Holder's assets and business, or (iv) with the express written consent of the Company, which may be withheld in its sole discretion (in each case, a "Permitted Transferee"); provided, however, that any such transfer shall only be made in compliance with applicable federal and state securities laws. Any pledge, sale, assignment or transfer in violation of the foregoing shall be null and void. It shall be a condition to any transfer of this Warrant that, at the time of such transfer, the Permitted Transferee shall provide the Company with a representation in writing that

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the Permitted Transferee is acquiring this Warrant and the shares of Common Stock to be issued upon exercise, for investment purposes only and not with a view to any sale or distribution, or will provide the Company with a statement of pertinent facts covering any proposed distribution. As further condition to any transfer, the Holder shall surrender this Warrant to the Company and the Permitted Transferee shall receive and accept a new Warrant, of like tenor and date, executed by the Company.

6. Stock Fully Paid; Reservation of Shares.  All Shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be fully paid and nonassessable, and free from all taxes, liens, and charges with respect to the issue thereof. During the period within which the rights represented by this Warrant may be exercised, the Company will at all times use its reasonable efforts to have authorized, and reserved for issuance upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.
7. Certain Adjustments.

   1.1    Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each such case the Warrant Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.

   1. Merger, Consolidation, Reclassification or Reorganization. In case of any change in the Common Stock through merger, consolidation, reclassification, reorganization, partial or complete liquidation, purchase of substantially all the assets of the Company, or other change in the capital structure of the Company, then, as a condition of such change, lawful and adequate provision will be made so that the Holder will have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares of stock or other securities or property to which he would have been entitled if, immediately prior to such event, he had held the number of Shares obtainable upon the exercise of the Warrant. In any such case, appropriate adjustment will be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Holder, to the end that the provisions set forth herein will thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. The Company will not permit any change in its capital structure to occur unless the issuer of the shares of stock or other securities to be received by the Holder, if not the Company, agrees to be bound by and comply with the provisions of this Warrant.
   2. Number of Shares. Simultaneously with any adjustment to the Warrant Price pursuant to Section 7(a) above, the number of shares of Common Stock that may be purchased upon exercise of this Warrant shall be adjusted proportionately, so that after such adjustment the aggregate Warrant Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Warrant Price in effect immediately prior to such adjustment.

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4. Calculations. All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company.
8. Notice of Adjustments.  Whenever any Warrant Price shall be adjusted pursuant to Section 7 hereof, the Company shall prepare a certificate signed by its chief financial officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Warrant Price and number of Shares issuable upon exercise of the Warrant after giving effect to such adjustment, and shall cause copies of such certificate to be mailed (by certified or registered mail, return receipt required, postage prepaid) within thirty (30) days of such adjustment to the Holder of this Warrant as set forth in Section 17 hereof.
9. Transferability of Warrant. This Warrant is transferable on the books of the Company at its principal office by the registered Holder hereof upon surrender of this Warrant properly endorsed, subject to compliance with Section 5 and applicable federal and state securities laws. The Company shall issue and deliver to the transferee a new Warrant representing the Warrant so transferred. Upon any partial transfer, the Company will issue and deliver to Holder a new Warrant with respect to the Warrant not so transferred.
10. No Fractional Shares.  No fractional share of Common Stock will be issued in connection with any exercise hereunder, but in lieu of such fractional share the Company shall make a cash payment therefor upon the basis of the Warrant Price then in effect.
11. Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the Holder for any United States or state of the United States documentary stamp tax or other incidental expense with respect to the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder.
12. No Stockholder Rights Until Exercise. This Warrant does not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof.
13. Registry of Warrant. The Company shall maintain a registry showing the name and address of the registered Holder of this Warrant. This Warrant may be surrendered for exchange or exercise, in accordance with its terms, at such office or agency of the Company, and the Company and Holder shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.
14. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft, or destruction, of indemnity reasonably satisfactory to it, and, if mutilated, upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant, having terms and conditions substantially identical to this Warrant, in lieu hereof.
15. Miscellaneous.
    1. Issue Date.  The provisions of this Warrant shall be construed and shall be given effect in all respect as if it had been issued and delivered by the Company on the date hereof.
    2. Successors.  This Warrant shall be binding upon any successors or assigns of the Company.

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3. Governing Law.  This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles, and notwithstanding the fact that one or more counterparts hereof may be executed outside of the state, or one or more of the obligations of the parties hereunder are to be performed outside of the state. With respect to any disputes arising out of or related to this Warrant, the parties consent to the exclusive jurisdiction of, and venue in, the state courts in Los Angeles County in the State of California (or in the event of exclusive federal jurisdiction, the courts of the Central District of California sitting in Los Angeles County, California).
4. Headings.  The headings used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant.
5. Saturdays, Sundays, Holidays.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday in the State of California, then such action may be taken or such right may be exercised on the next succeeding day not a legal holiday.
6. Execution and Counterparts. This Warrant may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute only one instrument. Any or all of such counterparts may be executed within or outside the State of California. Any one of such counterparts shall be sufficient for the purpose of proving the existence and terms of this Warrant, and no party shall be required to produce an original or all of such counterparts in making such proof.
16. No Impairment. The Company shall not by any action including, without limitation, amending its articles or certificate of incorporation or by-laws, any reorganization, transfer of assets, consolidation, merger, share exchange dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrant or impair the ability of the Holder(s) to realize upon the intended economic value hereof, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate to protect the rights of the Holder(s) hereof against impairment.
17. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not, then on the next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company or to Holder, as applicable, at the respective addresses set forth on the signature page to this Warrant or at such other address(es) as they may designate, respectively, by ten (10) days advance written notice to the other party hereto.
18. Modification and Waiver. The Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the Company and the Holder of the Warrant.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Company and Holder have each caused this Warrant to be executed by an officer thereunto duly authorized.

Dated as of August 18, 2009.

MMR INFORMATION SYSTEMS, INC.
By:	/s/
Name:	Naj Allana
Title:	Chief Financial Officer

HOLDER
By:	/s/
Name:	Robert H. Lorsch

NOTICE OF EXERCISE

TO:

1.          The undersigned Warrantholder ("Holder") elects to acquire shares of the Common Stock (the "Common Stock") of MMR Information Systems Inc. (the "Company"), pursuant to the terms of the Common Stock Warrant dated [________________], 2009 (the "Warrant").

2.          The Holder exercises its rights under the Warrant as set forth below:

o The Holder elects to purchase _________ shares of Common Stock as provided in Section 3(a) and 3(c) and tenders herewith a check in the amount of $_______ as payment of the Warrant Price.

o The Holder elects to net issue exercise the Warrant for shares of Common Stock as provided in Section 3(b) and 3(c) of the Warrant.

3.          The Holder surrenders the Warrant with this Notice of Exercise.

4.          The Holder represents that it is acquiring the aforesaid shares of Common Stock for investment and not with a view to, or for resale in connection with, distribution and that the Holder has no present intention of distributing or reselling the shares unless in compliance with all applicable federal and state securities laws.

5.          Please issue a certificate representing the shares of the Common Stock in the name of the Holder or in such other name as is specified below: 

Name:

Address:

Taxpayer I.D.:

	[_______________________________]
By:	______________________________________
Name:	______________________________________
Title:	______________________________________
Date:	______________________________________

EX-10.4 6 exh10-4.htm WARRANT

Exhibit 10.4

COMMON STOCK WARRANT

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK INTO WHICH THE WARRANT MAY BE EXERCISED MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID SECURITIES ACT, OR (II) UNLESS SOLD OR TRANSFERRED PURSUANT TO AND IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

Dated:   August 18, 2009

THIS CERTIFIES THAT, for value received, THE RHL GROUP, INC., a California corporation ("Holder"), is entitled to subscribe for and purchase that number of shares as set forth in Section 1 of the fully paid and nonassessable common stock, par value $0.001 per share (the "Shares" or the "Common Stock"), of MMR INFORMATION SYSTEMS, INC., a Delaware corporation (the "Company"), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth.

1. Warrant Price and Number of Shares.  The "Warrant Price" per share shall be equal to $0.13, subject to adjustment as provided in Section 7 below. This Warrant shall be initially exercisable for Eleven Million Thirty-Nine Thousand Three Hundred Seventy-Eight (11,039,378) shares of Common Stock (the "Initial Grant").
2. Conditions to Exercise.  The purchase right represented by the Initial Grant may be exercised at any time, or from time to time, in whole or in part during the term commencing on the date hereof and ending at 5:00 P.M. New York time on August 18, 2014.  
3. Method of Exercise; Payment; Issuance of Shares; Issuance of New Warrant.
   1. Cash Exercise. Subject to Sections 1 and 2 hereof, the purchase rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part, by the surrender of this Warrant (with a duly executed Notice of Exercise in the form attached hereto) at the principal office of the Company (as set forth in Section 17 below) and by payment to the Company, by check, of an amount equal to the then applicable Warrant Price per share multiplied by the number of shares then being purchased. In the event of any exercise of the rights represented by this Warrant, certificates for the shares of stock so purchased shall be in the name of, and delivered to, the Holder hereof, or as such Holder may direct (subject to the terms of transfer contained herein and upon payment by such Holder hereof of any applicable transfer taxes). Such delivery shall be made within 10 days after exercise of the Warrant and at the Company's expense and, unless this Warrant has been fully exercised or expired, a new Warrant having terms and conditions substantially similar to this Warrant and representing the portion of the Shares, if any, with respect to which this Warrant shall not have been exercised, shall also be issued to the Holder hereof within 10 days after exercise of the Warrant.

2. Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 3(a), Holder may elect to receive shares equal to the value of this Warrant (or of any portion thereof remaining unexercised) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to Holder the number of shares of the Company's Common Stock computed using the following formula:

   X = Y (A-B)
       A

   Where X = the number of shares of Common Stock to be issued to Holder.

   Y = the number of shares of Common Stock purchasable under this Warrant (at the date of such calculation).

   A = the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation).

   B = Warrant Price per share (as adjusted to the date of such calculation).

3. Fair Market Value. For purposes of this Section 3, "Fair Market Value" of one share of the Company's Common Stock shall mean the arithmetic average of the VWAP of the Common Stock for the ten (10) consecutive Trading Days ending on the day that is three (3) Trading Days prior to the applicable date of determination of Fair Market Value.
4. Definitions. For the purposes of this Warrant:
   1. "Trading Day" means a day on which the principal Trading Market is open for business.
   2. "Trading Market" means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange.
   3. "VWAP" means, as of any date of determination, the dollar volume-weighted average price for the Common Stock on the Trading Market during the period beginning at 9:30:01 a.m., New York Time (or such other time as the Trading Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York Time (or such other time as the Trading Market publicly announces is the official close of trading) as reported by Bloomberg Financial Markets ("Bloomberg") through its "Volume at Price" functions, or, if the foregoing does not apply, the dollar volume-weighted average price of the Common Stock in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York Time (or such other time as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York Time (or such other time as such market publicly announces is the official close of trading) as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the "pink sheets" by Pink Sheets LLC. If the VWAP

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cannot be calculated for the Common Stock on a particular date on any of the foregoing bases, then the VWAP on such date shall be the fair market value as determined in good faith by the Board of Directors of the Company. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

5. Automatic Exercise. To the extent this Warrant is not previously exercised, it shall be automatically exercised in accordance with Sections 3(b) and 3(c) hereof (even if not surrendered) immediately before its expiration.
4. Legends; Removal of Legends.
   1. Legends. Each certificate representing the Securities shall be endorsed with the following legend:
      1. THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (1) PURSUANT TO SEC RULE 144, (2) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES, OR (3) THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT.
      2. The Company need not enter into its stock register a transfer of Securities unless the conditions specified in the foregoing legend are satisfied. The Company may also instruct its transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legend are satisfied.
   2. Removal of Legend and Transfer Restrictions. The legend relating to the Securities Act endorsed on a certificate pursuant to paragraph 4(a) of this Warrant and the stop transfer instructions with respect to the Warrant and the shares of Common Stock issuable upon exercise of the Warrant (collectively, the "Securities") represented by such certificate shall be removed and the Company shall issue a certificate without such legend to the Holder of the Securities if (i) the Securities are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Act is available or (ii) the Holder provides to the Company an opinion of counsel for the Holder reasonably satisfactory to the Company, to the effect that public sale, transfer or assignment of the Securities may be made without registration and without compliance with any restriction such as Rule 144.
5. Assignment. This Warrant may not be pledged, sold, assigned or transferred except (i) to any subsidiary wholly owned (directly or through intermediate wholly owned subsidiaries) by the Holder, (ii) to any director, stockholder or executive officer of the Holder, (iii) to any limited liability company, partnership or other entity resulting from any merger, consolidation or other reorganization to which Holder is a party or any limited liability company, partnership or other person or entity to which Holder may transfer all or substantially all of Holder's assets and business, or (iv) with the express written consent of the Company, which may be withheld in its sole discretion (in each case, a "Permitted Transferee"); provided, however, that any such transfer shall only be made in compliance with

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applicable federal and state securities laws. Any pledge, sale, assignment or transfer in violation of the foregoing shall be null and void. It shall be a condition to any transfer of this Warrant that, at the time of such transfer, the Permitted Transferee shall provide the Company with a representation in writing that the Permitted Transferee is acquiring this Warrant and the shares of Common Stock to be issued upon exercise, for investment purposes only and not with a view to any sale or distribution, or will provide the Company with a statement of pertinent facts covering any proposed distribution. As further condition to any transfer, the Holder shall surrender this Warrant to the Company and the Permitted Transferee shall receive and accept a new Warrant, of like tenor and date, executed by the Company.

6. Stock Fully Paid; Reservation of Shares.  All Shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be fully paid and nonassessable, and free from all taxes, liens, and charges with respect to the issue thereof. During the period within which the rights represented by this Warrant may be exercised, the Company will at all times use its reasonable efforts to have authorized, and reserved for issuance upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.
7. Certain Adjustments.
   1. Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each such case the Warrant Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.
   2. Merger, Consolidation, Reclassification or Reorganization. In case of any change in the Common Stock through merger, consolidation, reclassification, reorganization, partial or complete liquidation, purchase of substantially all the assets of the Company, or other change in the capital structure of the Company, then, as a condition of such change, lawful and adequate provision will be made so that the Holder will have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares of stock or other securities or property to which he would have been entitled if, immediately prior to such event, he had held the number of Shares obtainable upon the exercise of the Warrant. In any such case, appropriate adjustment will be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Holder, to the end that the provisions set forth herein will thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. The Company will not permit any change in its capital structure to occur unless the issuer of the shares of stock or other securities to be received by the Holder, if not the Company, agrees to be bound by and comply with the provisions of this Warrant.
   3. Number of Shares. Simultaneously with any adjustment to the Warrant Price pursuant to Section 7(a) above, the number of shares of Common Stock that may be purchased upon exercise of this Warrant shall be adjusted proportionately, so that after such adjustment the aggregate Warrant Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Warrant Price in effect immediately prior to such adjustment.

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4. Calculations. All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company.
8. Notice of Adjustments.  Whenever any Warrant Price shall be adjusted pursuant to Section 7 hereof, the Company shall prepare a certificate signed by its chief financial officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Warrant Price and number of Shares issuable upon exercise of the Warrant after giving effect to such adjustment, and shall cause copies of such certificate to be mailed (by certified or registered mail, return receipt required, postage prepaid) within thirty (30) days of such adjustment to the Holder of this Warrant as set forth in Section 17 hereof.
9. Transferability of Warrant. This Warrant is transferable on the books of the Company at its principal office by the registered Holder hereof upon surrender of this Warrant properly endorsed, subject to compliance with Section 5 and applicable federal and state securities laws. The Company shall issue and deliver to the transferee a new Warrant representing the Warrant so transferred. Upon any partial transfer, the Company will issue and deliver to Holder a new Warrant with respect to the Warrant not so transferred.
10. No Fractional Shares.  No fractional share of Common Stock will be issued in connection with any exercise hereunder, but in lieu of such fractional share the Company shall make a cash payment therefor upon the basis of the Warrant Price then in effect.
11. Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the Holder for any United States or state of the United States documentary stamp tax or other incidental expense with respect to the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder.
12. No Stockholder Rights Until Exercise. This Warrant does not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof.
13. Registry of Warrant. The Company shall maintain a registry showing the name and address of the registered Holder of this Warrant. This Warrant may be surrendered for exchange or exercise, in accordance with its terms, at such office or agency of the Company, and the Company and Holder shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.
14. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft, or destruction, of indemnity reasonably satisfactory to it, and, if mutilated, upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant, having terms and conditions substantially identical to this Warrant, in lieu hereof.
15. Miscellaneous.
    1. Issue Date.  The provisions of this Warrant shall be construed and shall be given effect in all respect as if it had been issued and delivered by the Company on the date hereof.
    2. Successors.  This Warrant shall be binding upon any successors or assigns of the Company.

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3. Governing Law.  This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles, and notwithstanding the fact that one or more counterparts hereof may be executed outside of the state, or one or more of the obligations of the parties hereunder are to be performed outside of the state. With respect to any disputes arising out of or related to this Warrant, the parties consent to the exclusive jurisdiction of, and venue in, the state courts in Los Angeles County in the State of California (or in the event of exclusive federal jurisdiction, the courts of the Central District of California sitting in Los Angeles County, California).
4. Headings.  The headings used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant.
5. Saturdays, Sundays, Holidays.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday in the State of California, then such action may be taken or such right may be exercised on the next succeeding day not a legal holiday.
6. Execution and Counterparts. This Warrant may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute only one instrument. Any or all of such counterparts may be executed within or outside the State of California. Any one of such counterparts shall be sufficient for the purpose of proving the existence and terms of this Warrant, and no party shall be required to produce an original or all of such counterparts in making such proof.
16. No Impairment. The Company shall not by any action including, without limitation, amending its articles or certificate of incorporation or by-laws, any reorganization, transfer of assets, consolidation, merger, share exchange dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrant or impair the ability of the Holder(s) to realize upon the intended economic value hereof, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate to protect the rights of the Holder(s) hereof against impairment.
17. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not, then on the next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company or to Holder, as applicable, at the respective addresses set forth on the signature page to this Warrant or at such other address(es) as they may designate, respectively, by ten (10) days advance written notice to the other party hereto.
18. Modification and Waiver. The Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the Company and the Holder of the Warrant.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

6

IN WITNESS WHEREOF, the Company and Holder have each caused this Warrant to be executed by an officer thereunto duly authorized.

Dated as of August 18, 2009.

MMR INFORMATION SYSTEMS, INC.
By:	/s/
Name:	Naj Allana
Title:	Chief Financial Officer

THE RHL GROUP, INC.
By:	/s/
Name:	Robert H. Lorsch
Title:	Chief Executive Officer

NOTICE OF EXERCISE

TO:

1.          The undersigned Warrantholder ("Holder") elects to acquire shares of the Common Stock (the "Common Stock") of MMR Information Systems Inc. (the "Company"), pursuant to the terms of the Common Stock Warrant dated [________________], 2009 (the "Warrant").

2.          The Holder exercises its rights under the Warrant as set forth below:

o The Holder elects to purchase _________ shares of Common Stock as provided in Section 3(a) and 3(c) and tenders herewith a check in the amount of $_______ as payment of the Warrant Price.

o The Holder elects to net issue exercise the Warrant for shares of Common Stock as provided in Section 3(b) and 3(c) of the Warrant.

3.          The Holder surrenders the Warrant with this Notice of Exercise.

4.          The Holder represents that it is acquiring the aforesaid shares of Common Stock for investment and not with a view to, or for resale in connection with, distribution and that the Holder has no present intention of distributing or reselling the shares unless in compliance with all applicable federal and state securities laws.

5.          Please issue a certificate representing the shares of the Common Stock in the name of the Holder or in such other name as is specified below: 

Name:

Address:

Taxpayer I.D.:

	[_______________________________]
By:	______________________________________
Name:	______________________________________
Title:	______________________________________
Date:	______________________________________

EX-31.1 7 exh31-1.htm CEO 302 CERTIFICATE

Exhibit 31.1

Certification

I, Robert H. Lorsch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of MMR Information Systems, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 26, 2009

/s/ Robert H. Lorsch

Name: Robert H. Lorsch
Title: Chief Executive Officer

EX-10.4

Q2 2009 Exhibit 10.4

EX-31.1

Q2 2009 Exhibit 31.1

EX-31.2

Exhibit 31.2

Certification

I, Naj Allana, certify that:

1. I have reviewed this quarterly report on Form 10-Q of MMR Information Systems, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 26, 2009

/s/ Naj Allana

Name: Naj Allana
Title: Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification

I, Robert H. Lorsch, certify, pursuant to Rule 13(a)-14(b) or Rule 15(d)-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, that (i) the Quarterly Report on Form 10-Q of MMR Information Systems, Inc. for the quarterly period ended June 30, 2009 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of1934, and (ii) the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the MMR Information Systems, Inc.

/s/ Robert H. Lorsch
Name:	Robert H. Lorsch
Title:	Chief Executive Officer
Date:	August 26, 2009

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and is not being "filed" as part of the Form 10-Q or as a separate disclosure document for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liability under that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that this Exhibit 32.1 is expressly and specifically incorporated by reference in any such filing.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification

I, Naj Allana, certify, pursuant to Rule 13(a)-14(b) or Rule 15(d)-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, that (i) the Quarterly Report on Form 10-Q of MMR Information Systems, Inc. for the quarterly period ended June 30, 2009 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of MMR Information Systems, Inc.

/s/ Naj Allana
Name:	Naj Allana
Title:	Chief Financial Officer
Date:	August 26, 2009

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and is not being "filed" as part of the Form 10-Q or as a separate disclosure document for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liability under that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that this Exhibit 32.1 is expressly and specifically incorporated by reference in any such filing.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.