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 March 31, 2014
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ______________ to ________________

Commission file number: 000-51134

MMRGLOBAL, INC.
(Exact name of Registrant as Specified in Its Charter)

DELAWARE	33-0892797
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
4401 WILSHIRE BLVD., SUITE 200 LOS ANGELES, CA	90010
(Address of Principal Executive Offices)	(Zip Code)

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

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

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

                  Yes x       No o

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

                  Yes x       No o

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

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

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of May 9, 2014, the issuer had 731,018,771 shares of common stock outstanding.

TABLE OF CONTENTS

		Page
Part I.	FINANCIAL INFORMATION	1
Item 1.	Consolidated Financial Statements	1
	Condensed Consolidated Balance Sheets at March 31, 2014 (unaudited) and December 31, 2013	1
	Condensed Consolidated Statements of Operations - Three Months Ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited)	2
	Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited)	3
	Notes to Condensed Consolidated Financial Statements (unaudited)	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 4.	Controls and Procedures	30
Part II.	OTHER INFORMATION	30
Item 1.	Legal Proceedings	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 6.	Exhibits	31
Signatures		32

i

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

MMRGLOBAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

		March 31,		December 31,
		2014		2013
ASSETS
Current assets:
Cash and cash equivalents	$	103,985	$	10,359
Accounts receivable, less allowances of $345,692 in 2014 and 2013.		100,802		146,298
Inventory		65,238		65,238
Prepaid expenses and other current assets		139,371		154,637
Total current assets		409,396		376,532
Long-term investments
Investment in equity securities, cost method		87,500		87,500
Total long-term investments		87,500		87,500
Property and equipment, net		34,596		38,393
Intangible assets, net		1,703,465		1,670,033
Total assets	$	2,234,957	$	2,172,458
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Line of credit, related party	$	973,989	$	979,545
Related party payables		1,337,710		1,147,697
Compensation payable		496,597		402,079
Severance liability		620,613		620,613
Accounts payable and accrued expenses		5,364,333		5,264,527
Deferred revenue		59,220		61,211
Convertible notes payable		860,980		981,215
Notes payable, current portion		382,086		375,343
Notes payable, related party		196,921		196,921
Capital leases payable, current portion		12,124		13,336
Total current liabilities		10,304,573		10,042,487
Capital leases payable, less current portion		3,522		3,522
Total liabilities		10,308,095		10,046,009
Commitments and contingencies (See Note 9)
Stockholders' deficit:
Preferred stock - $0.001 par value, 5,000,000 shares authorized, 0 issued and outstanding.
Common stock, $0.001 par value, 1,250,000,000 shares authorized,      724,577,782 and 684,367,465 shares issued and outstanding as of      March 31, 2014 and December 31, 2013, respectively		724,371		684,536
Additional paid-in capital		54,625,891		53,215,960
Accumulated deficit		(63,423,400)		(61,774,047)
Total stockholders' deficit		(8,073,138)		(7,873,551)
Total liabilities and stockholders' deficit	$	2,234,957	$	2,172,458

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

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MMRGLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

		Three Months Ended
		March 31,
		2014		2013
		(Unaudited)		(Unaudited)
Revenues
Subscriber	$	29,763	$	25,380
MMRPro		7,569		32,238
License fees		448,162		3,000
Other income		-		61,410
Total revenues		485,494		122,028
Cost of revenues		98,401		26,143
Gross profit		387,093		95,885
General and administrative expenses		1,429,980		889,562
Sales and marketing expenses		468,730		559,023
Technology development		24,783		23,973
Loss from operations		(1,536,400)		(1,376,673)
Interest and other finance charges, net		(112,952)		(135,148)
Net loss	$	(1,649,352)	$	(1,511,821)
Net loss available to common shareholders per share:
Basic and diluted	$	(0.00)	$	(0.00)
Weighted average common shares outstanding:
Basic and diluted		706,347,012		544,838,595

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

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MMRGLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

			Three Months Ended March 31,
			2014		2013
Operating activities:
Net loss		$	(1,649,352)	$	(1,511,821)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization			78,365		56,403
Warrants issued for services			38,721		24,645
Stock-based compensation			189,336		63,532
Common stock issued for services			222,847		235,280
Accrued related party payables			-		(110,629)
Amortization of loan discount			69,766		73,500
Subtotal - Non-cash adjustments			599,035		342,731
Effect of changes in:
Accounts receivable			45,496		(105,099)
Inventory			-		(62,372)
Prepaid expenses and other current assets			15,265		(2,685)
Accounts payable and accrued expenses			219,305		511,387
Related party payables			225,125		18,341
Compensation payable			94,518		36,628
Deferred revenue	`		(1,992)		(4,653)
Subtotal - net change in operating assets & liabilities			597,717		391,547
Net cash used in operating activities			(452,600)		(777,543)
Investing activities:
Filing of patents			(75,979)		(142,894)
Costs of continuing MMRPro and website development			(32,021)		(3,500)
Net cash used in investing activities			(108,000)		(146,394)
Financing activities:
Net proceeds from convertible notes			-		493,750
Proceeds from shares issued for financing activities			689,364		487,898
Proceeds from note payable			6,743		40,000
Payments of note payable			-		(30,000)
Payments of line of credit			(40,669)		(28,552)
Payments of capital lease			(1,212)		(4,848)
Net cash provided by financing activities			654,226		958,248
Net increase in cash			93,626		34,311
Cash, beginning of period			10,359		36,655
Cash, end of period		$	103,985	$	70,966
Supplemental disclosures of cash flow information:
Cash paid for interest		$	40,669	$	12,906
Cash paid for income taxes		$	1,600	$	1,600
Supplemental disclosure of non-cash investing and financing activities:
Conversion of convertible notes into common stock		$	190,000	$	493,750
Cancellation of investment in equity securities		$	-	$	56,000
Acquisition of assets through capital lease		$	-	$	33,829
Shares issued for reduction of payables		$	119,498	$	-

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

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MMRGLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2014

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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

Through our wholly-owned operating subsidiary MMR Inc., the Company's primary business is to license and provide secure and easy-to-use online Personal Health Records ("PHR") and MyEsafeDepositBox storage solutions, serving consumers, healthcare professionals, retailers, employers, insurance companies, financial institutions, and professional organizations and affinity groups. Our PHR, marketed both directly via our website at www.mymedicalrecords.com and through private-label services, enables individuals and families to access their medical records and other important documents, such as birth certificates, passports, insurance policies and wills, anytime from anywhere using an Internet-connected device.

The MyMedicalRecords PHR products and services are built on proprietary, globally patented and patent-pending technologies to allow data, documents, images and voicemail messages to be transmitted and stored in the system using a variety of methods, including fax, phone, file upload, and discrete data transfers in HL7, XML or other formats using APIs and without relying on any specific electronic medical record platform to populate a user's account. We also offer the MyEsafeDepositBox service which provides secure online storage for vital financial, legal and insurance documents in addition to medical records using the same patented technologies that drive the MyMedicalRecords PHR service.

Our professional offering, MMRPro, is an end-to-end electronic document management and imaging system designed to give physicians' offices, community hospitals and surgery centers, and other organizations an easy and cost-effective solution to digitizing paper-based medical records and sharing them with patients in a timely manner through an integrated patient portal, MMRPatientView. The MMR Stimulus Program is offered with the MMRPro product offerings to help healthcare professionals recoup some or all of the cost of digital conversion of patient charts when they upgrade patients from the free MMRPatientView portal to a full-featured MyMedicalRecords PHR. In addition, in January 2009, as a result of the Merger, we acquired biotech assets and other intellectual property including anti-CD20 antibodies and data and samples from the FavId™/Specifid™ vaccine clinical trials for the treatment of B-cell Non- Hodgkin's lymphoma.

Notwithstanding the Company's focus on its primary business of licensing and selling its online Personal Health Record products services and professional document imaging and management systems, the Company has also successfully initiated a licensing program of its legacy biotech assets while continuing successful prosecution of the Company's Health Information Technology and biotech patents and other IP.

Since 2005, MMR Inc. began filing for patent protection for its health IT products and services. Our health IT patent portfolio, through the recent quarter includes eight U.S. patents (with over 200 issued claims), 20 pending U.S. patent applications (with over 400 claims), seven international patents including two in Australia with others in New Zealand, Singapore, Japan, Canada and Mexico, and 15 other pending patent applications in foreign countries. These patents give us a unique marketplace position in Personal Health Records, being well- positioned to benefit from the growth in health IT globally. The full term of our health IT patents will not expire until September 12, 2025 or after. We also own a portfolio of biotech patents which MMR acquired from the Merger with Favrille which include, but are not limited to, data from our pre-Merger clinical vaccine trials, the FavId™/Specifid™ vaccine, and the anti-CD20 antibodies. As a result of the issuance of these patents, our business is evolving to include both an operating entity and a licensor of intellectual property.

On March 8, 2011, we formed a subsidiary, which we named MMR Life Sciences Group, Inc., exclusively to maximize the value of our biotech assets including our patents, anti-CD 20 antibodies, and FavId vaccine technologies acquired by MyMedicalRecords, Inc. through the merger with Favrille. As of this date the assets have not been transferred to the subsidiary.

We (formerly Favrille) were incorporated in Delaware in 2000, MMR Inc. was incorporated in Delaware in 2005, and both are headquartered in Los Angeles, CA.

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Principles of Consolidation

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

Basis of Presentation

We have prepared the accompanying consolidated unaudited financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial statements and with instructions to Form 10-Q pursuant to the rules and regulations of Securities and Exchange Act of 1934, as amended, or the Exchange Act and Article 8-03 of Regulation S-X promulgated under the Exchange Act. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, we have included all adjustments considered necessary (consisting of normal recurring adjustments) for a fair presentation. Operating results for the three months ended March 31, 2014 are not indicative of the results that may be expected for the fiscal year ending December 31, 2014. You should read these unaudited condensed consolidated financial statements in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013.

Going Concern and Management's Plan

As of March 31, 2014, our current liabilities exceeded our current assets by $9.90 million. Furthermore, during the three months ended March 31, 2014, we incurred losses of $1.65 million, as further explained in Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in Item 2 of Part I of this Quarterly Report on Form 10-Q.

At March 31, 2014 and December 31, 2013, we had $103,985 and $10,359, respectively, in cash and cash equivalents. Historically, we issued capital stock, sold convertible debt and equity securities and received funds from The RHL Group, Inc. (a significant stockholder that is wholly-owned by our Chairman and Chief Executive Officer, Robert H. Lorsch) to operate our business. Although we received additional funding from The RHL Group pursuant to the Eighth Amended and Restated Note effective August 13, 2013 (the "Line of Credit"), we will still be required to obtain additional financing in order to meet installment payment obligations and the previously existing obligations under the Line of Credit, which had a balance of $1.51 million at March 31, 2014 and a total Unpaid Balance (as defined in the Line of Credit) of $2.78 million, which includes amounts borrowed under the Line of Credit, unpaid interest fees, any amounts guaranteed by The RHL Group, and other obligations due the RHL Group pursuant to the terms of the Eighth Amended and Restated Note and the First Amended Security Agreement dated June 26, 2012 (the "Security Agreement"). As a result of the above, we express uncertainty about our ability to continue as a going concern. The components of the RHL Group Note payable and the related balance sheet presentation as of March 31, 2014 are as follows: $0.97 million, which is included in the line of credit, related party; and $0.54 million related to other obligations due to The RHL Group which are included in related party payables.

Management's plan regarding our going concern is to continue utilizing the Line of Credit. At March 31, 2014, there was approximately $1.72 million available under the Line of Credit. Furthermore, we plan to utilize portions of our standby equity facility with Granite State Capital LLC ("Granite") as needed. Finally, we plan to sell additional convertible debt and equity securities, settle our existing liabilities through the issuance of equity securities, explore other debt financing arrangements, increase our existing subscriber and affiliate customer base, sell our products and services, and collect licensing fees from parties utilizing our intellectual property 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 of ownership of our stockholders will be reduced, stockholders will experience additional dilution and/or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock. If we are unable to utilize our Line of Credit, our equity facility with Granite, obtain suitable alternative debt or equity financing, or increase sales of our products of increase licensing fees from the use of our intellectual property, our ability to execute our business plan and continue as a going concern may be adversely affected.

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

5

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) MANAGEMENT'S USE OF ESTIMATES

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

(b) CASH AND CASH EQUIVALENTS

We consider cash equivalents to be only those investments that are highly liquid, readily convertible to cash and with maturities of 90 days or less at the purchase date. We maintain our cash in bank deposit accounts that, at times, may exceed federally insured limits. We have not experienced any losses in such accounts and believe that we are not exposed to any significant credit or deposit risk on our cash. We had cash and cash equivalents of $103,985 and $10,359 as of March 31, 2014 and December 31, 2013, respectively.

(c) TRADE AND OTHER RECEIVABLES

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

(d) COST METHOD INVESTMENT

We account for our long term investments in accordance with ASC 325-20. We hold a minority equity investment in a private company, which is recorded as Investment in equity securities. This investment is accounted for under the cost method of accounting as we own less than 20% of the voting equity and only have the ability to exercise nominal, not significant, influence over the investee. We monitor this investment for impairment and make appropriate reductions in carrying value if necessary.

(e) INVENTORY

Inventory is stated at the actual cost, using the first-in, first-out method. On an on-going basis, we evaluate our inventory for obsolescence. This evaluation includes analysis of sales levels, sales projections, and purchases by item. If future demand or market conditions are different than our current estimates, an inventory adjustment may be required, and would be reflected in cost of goods sold in the period the revision is made.

(f) FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC 820-10, Fair Value Measurements and Disclosures, requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of March 31, 2014 and December 31, 2013, the carrying value of accounts receivable, deposits, related party payables, compensation payable, severance liabilities, and accounts payable and accrued expenses approximates fair value due to the short-term nature of such instruments. The carrying value of short-term debt approximates fair value as the related interest rates approximate rates currently available to us.

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

6

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

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

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

(g) IMPAIRMENT OF LONG-LIVED ASSETS AND INTANGIBLES

We account for long-lived assets, which include property and equipment and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with ASC 350-30. ASC 350-30 requires that we review long-lived assets for impairment whenever events or changes in circumstances indicate that we may not recover the carrying amount of an asset. We measure recoverability by comparing the carrying amount of an asset to the expected future undiscounted net cash flows generated by the asset. If we determine that the asset may not be recoverable, or if the carrying amount of an asset exceeds its estimated future undiscounted cash flows, we recognize an impairment charge to the extent of the difference between the fair value and the asset's carrying amount. Our assessment of the undiscounted future cash flows indicated that the carrying amount of the long-lived and intangible assets are recoverable, therefore, we had no impairment charges during the three months ended March 31, 2014 and 2013.

(h) REVENUE RECOGNITION

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

Our subscriber revenues consist of annual and monthly recurring retail subscriptions and usage-based fees, which are primarily paid in advance by credit card, and corporate accounts that are based on either an access-fee or actual number of users, and in each case billed in advance at the beginning of each month of service. We defer the portions of annual recurring subscription fees collected in advance and recognize them on a straight line basis over the subscription period.

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

We recognize revenue on sales of our MMRPro system in accordance with ASC 605-25, Revenue Recognition, Multiple-Element Arrangements. We have also adopted Accounting Standards Update ("ASU") 2009-13, "Revenue Recognition (Topic 605): Multiple- Deliverable Revenue Arrangements, a consensus of the FASB Emerging Issues Task Force" effective January 1, 2010.

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

7

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

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

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

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

(i) SHARE-BASED COMPENSATION

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

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

We estimate the fair value of each stock option on the date of grant using the Black-Scholes option pricing model. We determine assumptions relative to volatility and anticipated forfeitures at the time of grant. We valued grants of stock options and warrants during the three months ended March 31, 2014 and 2013 using the following assumptions.

	March 31, 2014	March 31, 2013
Expected life in years	0 - 5 Years	0 - 5 Years
Stock price volatility	120.51% - 147.09%	123.47% - 124.21%
Risk free interest rate	0.12% - 0.13%	0.35% - 0.46%
Expected dividends	None	None
Forfeiture rate	0%	0%

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

(j) NET INCOME/LOSS PER SHARE

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

We excluded all potential common shares from the computation of diluted net loss per common share for the three months ended March 31, 2014 and 2013 because they were anti-dilutive due to our net loss position. Stock options, warrants and convertible notes excluded from the computation totaled 85,972,884 shares for the three months ended March 31, 2014, and 180,502,737 shares for the three months ended March 31, 2013, respectively.

(k) RECENT ACCOUNTING PRONOUNCEMENTS

During July 2012, FASB issued ASU no. 2012-02, "Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment". Under the amendments in Update 2012-02, entities have the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Subtopic 350-30. The amendments in this Update are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of this standard did not have a material impact on our financial statements.

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

On June 22, 2012, we and The RHL Group entered into a Sixth Amended and Restated Promissory Note (the "Sixth Amended Note"). The Sixth Amended Note amended and restated the Fifth Amended Note by extending the maturity date of the Existing Note for one year to April 29, 2013 based on the original maturity date of the Fifth Amended Note of April 29, 2012. The Sixth Amended Note did not materially alter the terms of the Fifth Amended Note other than for the fact that there were no loan origination fees charged by The RHL Group on this renewal. In connection with the Sixth Amended Note, we issued The RHL Group warrants to purchase 2,852,200 shares of our common stock at $0.02 per share. Such warrants are fully vested and are exercisable either in cash or on a cashless basis at any time prior to the fifth anniversary of the date of issuance.

On July 30, 2012, we and The RHL Group entered into a Seventh Amended and Restated Promissory Note (the "Seventh Amended Note") which amended and restated the Sixth Amended and Restated Note. The Seventh Amended Note amends and restates the Sixth Amended Note and together with its predecessor notes, the "Credit Facility" or the "Line of Credit"), by: (i) increasing the amount available under the Credit Facility from $3,000,000 to $4,500,000 to accommodate the additional financing needs of us and/or MMR Inc.; and (ii) granting The RHL Group the right to convert, at any time following the date of the Seventh Amended Note, up to an aggregate of $500,000 in outstanding principal of the Credit Facility into shares of our Common Stock at a conversion price of $0.02 per share. The amendment retained the maturity date of the Sixth Amended Note which was set to mature on April 29, 2013. There were no loan origination fees charged by, or warrants issued to, The RHL Group with respect to the Seventh Amended Note. Except as set forth above, the Seventh Amended Note does not materially altered the terms of the Sixth Amended Note.

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On August 13, 2013, we and The RHL Group entered into an Eighth Amended and Restated Promissory Note (the "Amended Note"), effective as of August 13, 2013. The Amended Note amends and restates that certain Seventh Amended Note entered into between the foregoing parties, effective April 29, 2013 (the "Existing Note" and together with its predecessor notes and the Amended Note, the "Credit Facility"), by: (i) extending the maturity date to April 29, 2014; (ii) requiring a $1,000 per month minimum payment. In connection with the Eighth Amended Note, we issued The RHL Group warrants to purchase 2,852,200 shares of our common stock at $0.04 per share. Except as set forth above, the Amended Note does not materially alter the terms of the Existing Note.

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

The Eighth Amended Note had a balance of $1.51 million at March 31, 2014. The components of the Eight Amended Note and the related balance sheet presentation as of March 31, 2014 are as follows: $0.97 million, which is included in the line of credit, related party; and $0.54 million for other obligations due to The RHL Group, which is included in related party payables.

Total interest expense on the Line of Credit for the three months ended March 31, 2014 and 2013 amounted to $35,112 and $36,551, respectively. The unpaid interest balances as of March 31, 2014 and December 31, 2013 were $18,493 and $24,049, respectively.

In conjunction with the Eighth Amended Note, we were required to maintain certain financial covenants, including the requirement that we have at least $200,000 of cash in our bank accounts or such other amount as necessary to maintain operations through the subsequent thirty (30) days and timely pay any obligations due respecting payroll and all associated payroll taxes on and after March 31, 2014. Since we did not meet these covenants as of March 31, 2014, we received a waiver from The RHL Group until May 31, 2014.

NOTE 4 - INCOME TAXES

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

Pursuant to ASC 740, Income Taxes, we performed an analysis of previous tax filings and determined that there were no positions taken that it considered uncertain. Therefore, there were no unrecognized tax benefits as of March 31, 2014.

MMR Inc., in its capacity as the operating company taking over our income tax positions in addition to its own positions after January 27, 2009 (see Note 1), has estimated its annual effective tax rate to be zero. MMRGlobal has based this on an expectation that the combined entity will generate net operating losses in 2013, and it is not likely that those losses will be recovered using future taxable income. Therefore, no provision for income tax has been recorded as of and for the three months ended March 31, 2014.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Leases

Effective September 1, 2013, we renewed our lease for office space in Los Angeles, California with a term through August 31, 2018. The lease currently requires a monthly payment of $11,000. Total rent expense for the three months ended March 31, 2014 and 2013 were $33,000 and $30,503, respectively.

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Future minimum lease payments as of March 31, 2014, 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:

Year Ending		Operating		Capital
December 31,		Leases		Leases
2014 (Remainder of)	$	114,125	$	12,124
2015		170,500		3,522
2016		187,550		-
2017		206,305		-
2018 and there after		146,410		-
		824,890		15,646
Less current portion				(12,124)
Total minimum lease payments	$	824,890	$	3,522

Guarantee provided by The RHL Group

On May 6, 2011, the RHL Group agreed to guarantee up to $250,000 in payments to a vendor for future services to be rendered. In consideration of this guarantee, the RHL Group received (i) a warrant to purchase 625,000 shares of our common stock, at an exercise price of $0.046 per share, which was the closing price of our common stock on the date of the transaction, and (ii) 125,000 shares of our common stock priced as of the same date. In the event that the RHL Group has to perform on this guarantee, interest on any outstanding balance paid to the vendor by the RHL Group will be added to the balance of the Amended Note or any subsequent renewals. Additionally, any balances due to this vendor at any given time will reduce the amount available under the Amended Note or any subsequent renewals. The warrants and shares were issued on November 11, 2011 to the RHL Group.

On July 31, 2012, the RHL Group entered into guarantee agreements to guarantee certain obligations of MMRGlobal in the amount of $1,014,629. In consideration of this guarantee, the RHL Group received a warrant to purchase 3,055,432 shares of our common stock at an exercise price of $0.02 per share, which was the closing price of our common stock on the date of the transaction.

Litigation Matters

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

On December 9, 2011, MyMedicalRecords, Inc. entered into a Non-Exclusive Settlement and Patent License Agreement (the "Agreement") with Surgery Center Management LLC ("SCM"). In consideration for the rights granted under the Agreement and in consideration of a settlement and release agreement, SCM contracted to pay MMR an initial payment of $5 million payable on December 23, 2011 and additional payments of $5 million per year for five consecutive years. After numerous attempts to collect the past due amount of $5 million, on January 19, 2012, MyMedicalRecords, Inc. filed a lawsuit in the Superior Court of the State of California for the County of Los Angeles for breach of contract and is seeking damages in an amount of $30 million. On or about February 13, 2014, SCM answered the MMR complaint and filed a cross-complaint against MMR alleging claims of breach of contract, among other things. We do not have enough facts at this time to predict the chances of either a favorable or unfavorable outcome, nor do we have any facts upon which to base any information regarding collectability.

On February 11, 2013, MMR filed a complaint for patent infringement against WebMD Health Corp. and its wholly owned subsidiary WebMD Health Services Group, Inc. (collectively, "WebMD"), titled MyMedicalRecords, Inc. v. WebMD Health Corp et al., United States District Court, Central District of California. That complaint alleged that WebMD is infringing MMR's Personal Health Records patent U.S. Patent No. 8,301,466. MMR subsequently withdrew the complaint per an agreement allowing MMR to the right to re-file without prejudice unless an agreement is reached within a specific period of time. On August 27, 2013, MMR terminated the agreement with WebMD. On October 2, 2013, MMR filed a new complaint against WebMD in the United States District Court for the Central District of California, alleging infringement of U.S. Patent Nos. 8,301,466 and 8,498,883. This matter is currently in the claim construction stage and we do not have enough facts at this time to predict the changes of either a favorable or unfavorable outcome, nor do we have any facts upon which to base any information regarding collectability.

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On April 10, 2013, MMR filed a complaint for patent infringement against Quest Diagnostics Inc. ("Quest") in the United States District Court for the Central District of California, alleging that Quest Diagnostics Inc. is infringing U.S. Patent No. 8,301,466. On October 11, 2013, MMR filed an unopposed motion to add a claim of infringement of U.S. Patent 8,498,883 to its complaint against Quest, which was granted on October 29, 2013. This matter is currently in the claim construction stage and we do not have enough facts at this time to predict the chances of either a favorable or unfavorable outcome, nor do we have any facts upon which to base any information regarding collectability.

On May 17, 2013, MMR filed a complaint for patent infringement against Jardogs, LLC (the "Jardogs Complaint") in the United States District Court for the Central District of California, alleging that Jardogs, LLC infringes U.S. Patent No. 8,301,466. On September 23, 2013, MMR filed a separate complaint for patent infringement against Allscripts Healthcare Solutions Inc. ("Allscripts") titled MyMedicalRecords, Inc. v. Allscripts Healthcare Solutions Inc., United States District Court, Central District of California (the "Separate Allscripts Complaint"). The Separate Allscripts Complaint alleged that Allscripts is infringing U.S. Patent Nos. 8,301,466 and 8,498,883. On October 4, 2013, MMR filed a motion to amend the Jardogs Complaint to add Allscripts as a party defendant and to allege that Allscripts is infringing U.S. Patent Nos. 8,301,466 and 8,498,883. The Court granted that motion on November 1, 2013. Thereafter, MMR dismissed the Separate Allscripts Complaint. This matter is currently in the claim construction stage and we do not have enough facts at this time to predict the changes of either a favorable or unfavorable outcome, nor do we have any facts upon which to base any information regarding collectability.

MMR has received a letter from Sunil Singhal, a former employee. Mr. Sunil Singhal was employed as Executive Vice President of Technology and Product Development at MMR. He was placed on a 30-day administrative leave on February 13, 2012 and was given a 30-day notice of termination as approved by the Board of Directors of MMRGlobal on February 29, 2012. On March 30, 2012, Mr. Singhal was officially terminated. He filed a charge with the U.S. Equal Employment Opportunity Commission, but that body has declined to take action. In turn, he filed a claim with the California Department of Fair Employment and Housing ("DFEH").  The DFEH had declined to bring a citation, but it has issued a "right to sue" notice.  Mr. Singhal filed suit in the Los Angeles County Superior Court in 2013. MMR answered the complaint denying liability and damages. Discovery is underway. The Superior Court has requested that the parties engage in mediation. No trial date has been set.

NOTE 6 - STOCKHOLDERS' DEFICIT

Preferred Stock

We have 5,000,000 shares of preferred stock authorized. As of March 31, 2014, and December 31, 2013, there were no shares of preferred stock issued and outstanding.

Common Stock

As of March 31, 2014, we are authorized to issue 1,250,000,000 shares of common stock.

On May 24, 2012, we filed a registration statement on Form S-1 related to the offer and resale of up to 100,000,000 shares of our common stock by Granite. Granite has agreed to purchase all 100,000,000 shares offered sale under the registration statement, and an additional 1,000,000 shares were issued to Granite as partial consideration for the preparation of the documents related to the registration statement. Subject to the terms and conditions of the agreement with Granite, we have the right to put up to $15 million in shares of our common stock to Granite. As of March 31, 2014, the amount available under the equity line facility was $13.3 million; however, that amount could be reduced based on the market price of our stock at the time any shares are sold.

As of March 31, 2014, the total shares of our common stock issued and outstanding amounted to 724,577,782.

NOTE 7 - EQUITY ISSUANCES

Stock Option Activity

Our 2001 Equity Incentive Plan (the "2001 Plan") expired on June 5, 2011 and no options were issued under the 2001 Plan since that date. As of March 31, 2014, 17,734,557 shares remain issued under the 2001 Plan.

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On September 1, 2011, our Board of Directors approved the adoption of a new plan to replace the 2001 Plan under the same general terms as the 2001 Plan. On June 20, 2012, our stockholders voted and approved the 2011 Equity Incentive Plan (the " 2011 Plan") at our 2012 Annual Stockholder Meeting. As of March 31, 2014, 22.16 million shares remain issued under the 2011 Plan, and 39.84 million shares of our common stock are reserved for future issuance under our 2011 Plan, which includes an automatic 5 million share annual increase pursuant to the terms of the 2011 Plan and a 20 million share increase authorized during our 2013 Annual Stockholder's Meeting.

A summary of option activity for the three months ended March 31, 2014 is presented below. Options granted by MMR Inc. prior to the date of the Merger have been retroactively restated to reflect the conversion ratio of MMR Inc. to MMR shares.

				Weighted-
				Average
			Weighted-	Remaining
			Average	Contractual		Aggregate
			Exercise	Life		Intrinsic
	Options		Price	(Years)		Value
Outstanding at December 31, 2013	39,891,722	$	0.10	5.08	$	-
Granted	-	$	-	-	$	-
Exercised	-	$	-	-	$	-
Cancelled	-	$	-	-	$	-
Outstanding at March 31, 2014 (Unaudited)	39,891,722	$	0.10	4.83	$	-
Vested and expected to vest
at March 31, 2014 (Unaudited)	39,891,722	$	0.10	4.83	$	-
Exercisable at March 31, 2014 (Unaudited)	33,941,722	$	0.09	4.35	$	-

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.

Total stock option expenses recorded during the three months ended March 31, 2014 and 2013 were $69,961 and $63,532, respectively.

The following table summarizes information about stock options outstanding and exercisable at March 31, 2014.

		Options Outstanding				Options Exercisable
			Weighted		Weighted		Weighted		Weighted
			Average		Average		Average		Average
	Exercise	Number	Remaining		Exercise	Number	Remaining		Exercise
	Price	of Shares	Life (Years)		Price	of Shares	Life (Years)		Price
$	0.05 - 0.09	14,150,000	7.46	$	0.07	8,200,000	7.37	$	0.07
$	0.10 - 0.15	23,111,461	3.24	$	0.11	23,111,461	3.24	$	0.11
$	> 0.15	2,630,261	4.72	$	0.19	2,630,261	4.72	$	0.19
		39,891,722				33,941,722

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Warrants

On March 4, 2014, we granted an unrelated third party a warrant to purchase 500,000 shares of our common stock. This warrant vests immediately and has an exercise price of $0.06 per share, and an expiration date of February 28, 2015.

On March 4, 2014, we granted an unrelated third party a warrant to purchase 500,000 shares of our common stock. This warrant vests upon three successful Hospital Sign up of MMR Patient View Portal and has an exercise price of $0.10 per share, and an expiration date of February 28, 2015.

On March 4, 2014, we granted an unrelated third party a warrant to purchase 250,000 shares of our common stock. This warrant vests in six months and has an exercise price of $0.06 per share, and an expiration date of March 4, 2016.

On March 27, 2014, we granted an unrelated third party a warrant to purchase 250,000 shares of our common stock. This warrant vests in one year and has an exercise price of $0.06 per share, and an expiration date of March 27, 2019.

A summary of the activity of our warrants for the three months ended March 31, 2014 is presented below:

			Weighted Avg
	Shares		Exercise Price
Outstanding at December 31, 2013	88,571,841	$	0.07
Granted	1,500,000	$	0.07
Exercised	-	$	-
Cancelled	(12,099,992)	$	0.11
Outstanding at March 31, 2014 (Unaudited)	77,971,849	$	0.07
Exercisable at March 31, 2014 (Unaudited)	67,671,849	$	0.07

Total warrant expenses recorded during the three months ended March 31, 2014 and 2013 were $38,721 and $24,645, respectively.

The following summarizes the total warrants outstanding and exercisable as of March 31, 2014:

	Warrants Outstanding				Warrants Exercisable
	Warrants	Weighted Avg		Weighted Avg	Warrants	Weighted Avg		Weighted Avg
Ranges	Outstanding	Remaining Life		Exercise Price	Exercisable	Remaining Life		Exercise Price
$0.03 - $0.25	77,971,849	1.98	$	0.07	67,671,849	2.06	$	0.07
	77,971,849				67,671,849

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

	March 31, 2014	March 31, 2013
Expected life in years	0 - 5 Years	0 - 5 Years
Stock price volatility	120.51% - 147.09%	123.47% - 124.21%
Risk free interest rate	0.12% - 0.13%	0.35% - 0.46%
Expected dividends	None	None
Forfeiture rate	0%	0%

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Shares Issued for Services or Reduction to Liabilities

During the three months ended March 31, 2014, we issued 9,352,605 shares of common stock with a value of $342,345 to various third parties and charged the proceeds to the appropriate accounts for the following reasons:

	Three Months Ended March 31, 2014
Purpose	Shares		Value
Reduction of payables	2,757,055	$	119,498
Services provided	6,595,550	$	222,847
Totals	9,352,605	$	342,345

The 9,352,605 issued shares were not contractually restricted. However, as these shares have not been registered under the Securities Act of 1933, as amended (the "Act"), they are restricted from sale until they are registered under the Act, or qualify for resale under the rules promulgated under the Act. All such shares were issued at the trading closing price on the date of issuance and the corresponding values were calculated therefrom.

Stock Bonus Agreements

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

On each grant date, we valued the stock bonus based on the share price and the expenses were amortized using the straight line method. Total stock bonus expenses recorded during the three months ended March 31, 2014 and 2013 were $119,375 and $8,929, respectively, and are reflected in operating expenses in the accompanying consolidated statements of operations.

As of March 31, 2014, 7,000,000 shares of restricted stock previously issued remained unvested, and unrecognized compensation cost with respect to these instruments amounted to $189,000.

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NOTE 8 - NOTES PAYABLE

Notes payable consisted of the following:

		March 31,		December 31,
		2014		2013
Promissory notes payable due to the former officers of MMRGlobal as part of severance packages, due in full on August 31, 2009 with no stated interest	$	76,783	$	76,783
Promissory notes payable due to the former officers of MMRGlobal pursuant to the Resignation and Post-Merger Employment Arrangement, due in full on August 31, 2009 with no stated interest		25,444		25,444
Promissory notes payable due to vendors relating to settlement of certain outstanding accounts payable, payable in 18 equal monthly installments commencing on July 27, 2009 and ending on January 27, 2011, with no stated interest		223,116		223,116
Short term loan due to a third-party with no stated interest		56,743		50,000
		382,086		375,343
Less: current portion		(382,086)		(375,343)
Notes payable, less current portion	$	-	$	-
Short term loan due to a related-party, payable in full on January 2, 2014 with 12% interest	$	196,921	$	196,921
Notes payable related party, current portion		196,921		196,921
Less: current portion		(196,921)		(196,921)
Notes payable related party, less current portion	$	-	$	-

NOTE 9 - CONVERTIBLE PROMISSORY NOTES

From time to time, we issue Convertible Promissory Notes. As of March 31, 2014, a total of $872,607 in convertible notes remained outstanding with unamortized discounts of $11,627, for a net balance of $860,980. The note holders have chosen not to convert their note balances into shares of our common stock as of March 31, 2014.

Each Note contains the following general terms and provisions:

• The principal amount owed under each note becomes due and payable one year or less from the investment date provided that, upon ten (10) days' prior written notice to the holder, we may, in our sole discretion, extend the maturity date for an additional six month term. The Notes can be further extended upon mutual agreement.

• These notes bear interest at a rate of 6% per annum payable in cash or shares of common stock or a combination of cash and shares of common stock at our option.

During the first quarter of 2014, we did not enter into any Convertible Promissory Notes and two notes with a principal balance of $190,000 have been converted.

For the three months ended March 31, 2014, we recognized the intrinsic value of the embedded beneficial conversion feature of $0 as additional paid-in capital and an equivalent discount that reduced the carrying value of the convertible notes.

The related discount for the beneficial conversion outstanding was $11,627 and $0 as of March 31, 2014 and 2013, respectively.

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Shares issuable upon conversion for convertible notes payable was 74,682,212 and 71,015,545 as of March 31, 2014 and 2013, respectively.

The total interest expense attributed to the Notes and related warrants for the three months ended March 31, 2014 and 2013 was $69,765 and $84,801, respectively.

NOTE 10 - RESTRUCTURING ACTIVITIES

From May 29, 2008 to November 7, 2008, Favrille, Inc. 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 Favrille employees amounted to $1,682,416. On January 27, 2009, immediately prior to the Merger, as part of the 9,999,992 warrants issued to creditors, we issued warrants as settlement of $985,020 of these amounts. In addition, we signed promissory notes with certain former executives totaling $76,783.

As of March 31, 2014, the total remaining severance liabilities amounted to $620,613, which is reflected as severance liability on the accompanying consolidated balance sheets. This consists of $571,362 payable to former non- executive employees 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, we entered into a series of settlement agreements with certain vendors of Favrille pursuant to the Creditor Plan, pursuant to which we settled $302,982 of its outstanding accounts payable for an aggregate settlement amount of $214,402, including promissory notes of $139,355.

NOTE 11 - RELATED PARTY TRANSACTIONS

Our Chairman and Chief Executive Officer, Robert H. Lorsch, is also the Chief Executive Officer of The RHL Group, Inc. and has full voting power over all of the capital stock of The RHL Group, Inc. Mr. Lorsch directly and indirectly through The RHL Group, Inc., beneficially owns approximately 13.4% our total outstanding voting stock. The RHL Group, Inc. has loaned us money pursuant to the Eight Amended Note and all predecessor notes. See Note 3 - Related Party Note Payable above.

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

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

We incurred $12,500 during the three months ended March 31, 2014 and 2013, toward marketing consulting services from Bernard Stolar, a director. We included $128,000 and $109,756 in related party payables as of March 31, 2014 and December 31, 2013, respectively, in connection with these services.

We also incurred $0 and $12,500 during the three months ended March 31, 2014 and 2013, respectively, toward marketing consulting services from Hector Barreto, a former director and member of our Advisory Board. Mr. Barreto ceased to be a related party upon his departure from the Board of Directors on September 30, 2011.

We also incurred $0 during the three months ended March 31, 2014 and 2013, for consulting services from Jack Zwissig, a director. We included in related party payables as of March 31, 2014 and December 31, 2013 of $33,983 and $28,983, respectively, in connection with these services.

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We contract with a significant vendor for the development and maintenance of the software applications necessary to run our MyMedicalRecords PHR, MyEsafeDepositBox and MMRPro products. Our outside developer supports our software development needs through a team of software engineers, programmers, quality control personnel and testers, who work with our internal product development team on all aspects of application development, design, integration and support of our products. This vendor is also a stockholder. For the three months ended March 31, 2014 and 2013, the total expenses relating to this stockholder amounted to $30,000 and $30,000, respectively. As of March 31, 2014 and December 31, 2013, the total amounts due to the stockholder and included in related party payables amounted to $376,800 and $396,800, respectively.

On September 15, 2009, we entered into a five year agreement with E-Mail Frequency, LLC and David Loftus, managing partner of E-Mail Frequency, LLC, a significant stockholder of the Company. We license an existing 80 million person direct marketing database (the "Database") of street addresses, cellular phone numbers, e-mail addresses and other comprehensive data with E-Mail Frequency. The agreement allows us to market, through the use of the Database, our MyMedicalRecords PHR, MyEsafeDepositBox virtual vault, and MMRPro document management system to physicians and their patients. Under the terms of the Agreement, we paid $250,000 to David Loftus as a one-time consulting fee in the form of 2,777,778 shares of our common stock. We recorded the $250,000 one-time licensee fee as a prepaid consulting fee. Amortization expense for the three months ended March 31, 2014 and 2013 was $12,500. In addition, we incurred a total of $0 and $6,863 during the three months ended March 31, 2014 and 2013, respectively, toward convertible notes interest to Mr. Loftus. We included in related party payables at March 31, 2014 and December 31, 2013 of $64,615 and $64,615, respectively. Furthermore, On July 19, 2011, we entered into a 6% Convertible Promissory Note with Mr. Loftus for a principal amount of $157,422 and warrants to purchase our common stock. Effective September 1, 2011, we signed and Amendment to the Agreement dated September 15, 2009 to provide licensor a non-exclusive right to target, market and sell into the Employee Benefits market.

NOTE 12 - SUBSEQUENT EVENTS

We have evaluated subsequent events of our condensed consolidated financial statements. There were no material subsequent events requiring additional disclosure in these financial statements.

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

You should read the following discussion of our financial condition and results of operations in conjunction with our financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the description of our business appearing in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 31, 2014 (the "Form 10-K"). This discussion contains forward-looking statements, which inherently involve risks and uncertainties. Please see "Cautionary Note Regarding Forward- Looking Statements" below. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in "Risk Factors" in Item 1A of the Form 10-K.

Cautionary Note Regarding Forward-Looking Statements

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

• Our ability to monetize our Health Information Technology patents and other IP
• Our ability to maximize our legacy biotechnology assets and otherwise protect our intellectual property assets;
• Our ability to obtain financing to fund our operations;
• Our inability to generate sufficient cash flow to service our debt obligations;
• The ability to generate subscribers for our products and services given the current competitive landscape;
• Our ability to adapt our products to conform to any technical specifications necessary to benefit from stimulus package funding;
• Our ability to raise dilutive and non-dilutive capital in order to meet our financial obligations and invest in our business to grow revenues, including risks related to our trading in the Over the Counter market;
• Our ability to launch new products or to successfully commercialize our existing or planned products;
• Managing costs while building an effective sales and service delivery organization for our products with our small management team;

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• 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; and
• The possible invalidity of the underlying assumptions and estimates related to our business and market;
• 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; and
• Possible changes or developments in economic, business, industry, market, legal and regulatory circumstances.

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 Form10-K. Our forward-looking statements represent estimates and assumptions only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Overview

Background

We provide secure and easy-to-use online Personal Health Records ("PHRs") electronic safe deposit box storage solutions, and document management and imaging systems for healthcare professionals. Our MyMedicalRecords PHR, which we sell to consumers, healthcare professionals, retailers, employers, insurance companies, professional organizations and affinity groups, enables individuals and families to safely maintain and access copies of their medical records and other important documents such as birth certificates, passports, insurance policies and wills, anytime from anywhere using the Internet. The MyMedicalRecords Personal Health Record is built on proprietary, patented technologies to allow documents, images and voicemail messages to be transmitted and stored in the system using a variety of methods, including fax, phone, or file upload without relying on any specific electronic medical record platform to populate a user's account.

We also offer the MyEsafeDepositBox service which provides secure online storage for vital financial, legal and insurance documents in addition to medical records using the same patented technologies that drive the MyMedicalRecords PHR service. Our professional offering, MMRPro, is designed to give physicians' offices an easy and cost-effective solution to digitizing paper-based medical records and securely sharing them online with patients in a timely manner.

We now have numerous Health IT and Biotech patents issued, pending, and applied for in the United States and numerous other countries around the world. As a result, we have evolved from an operating business selling products and services to consumers and healthcare professionals to a company whose value proposition is based on a combination of factors including:

• A Personal Health Records company specializing in storing medical records and other important documents for consumers and healthcare professionals;
• A document imaging and management company for healthcare professionals;
• A licensor of Biotech Intellectual Property based on a portfolio of biotech assets developed at a cost of more than 100 million dollars; and
• A licensor of Health Information Technology patents and other Intellectual Property in numerous counties around the world.

For a description of our patents, see Intellectual Property section below.

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Source of Revenues

MMR remains focused on its primary Health IT business of selling the MyMedicalRecords PHR and MMRPro document and imaging systems for healthcare professionals. MMR has numerous patents issued, pending or applied for pertaining to provisioning of online medical and Personal Health Records in 12 countries of commercial interest including the U.S. As of this point in time the Company has filed five significant patent infringement complaints against the following defendants: Walgreens, Quest Diagnostic, Jardogs, WebMD and Allscripts in an effort to enforce its global intellectual property rights and protect and expand its brand. The complaint against Walgreens was settled, and while the Company remains optimistic about additional settlements and licensing agreements, although it cannot predict the outcome of litigation or any licensing negotiations, it plans on continuing to enforce its intellectual property rights where appropriate. The Company is also in continued negotiations with several major providers of HIT products and services regarding licensing its IP to companies that have not been named as defendants in existing patent infringement suits. The Company has already demonstrated its ability to enter into such Patent Agreements with several licensees and strategic relationships including 4Medica, VisiInc PLC, AccessMyRecords, Walgreens, Wholefoods, XN Finacial, Interbit Data, Coverdale, Fairway Physicians Insurance Company, Vida Senior Resources, as well as Cerner Corporation.

Notwithstanding those infringement matters where complaints have been filed, the Company continues to focus on settlement of infringement matters wherever possible. Such settlements may include the purchasing and reselling of the Company's products and services in addition to payments of significant license fees. As a result of some of these settlements, the Company believes it will generate meaningful increased revenue through its direct to consumer model at retail. As a result the Company's primary business has evolved into both selling its MyMedicalRecords PHR and MMRPro document and imaging systems while also actively working on licensing its domestic and international patent portfolio as a practicing entity, strategic partner, and provider of HIT products and services pursuant to existing non-disclosure agreements, which are customary when negotiating these types of significant and complex license agreements.

We also derive our revenues 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 products and services. We offer our services to subscribers either on a direct subscription basis or an "access" basis through various types of organizations including direct sales, affinity and membership groups, healthcare organizations and retailers, and in both cases, we record these revenues under "Subscriber" in our income statement.

We also sell direct to consumers through paid advertising or other per enquiry marketing relationships. We also sell 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 either on a monthly or annual plan. When sold to corporations, affinity and membership organizations, hospitals and other business to business customers, we charge a minimum monthly fee plus user fees to the organization based on the number of users who will have access to our services through such organization, whether or not such users actually activate there authorized account. During the three months ended March 31, 2014, we received $29,763, and $25,380 from subscriber revenues, respectively, which represents 6.1% and 20.8% of our revenues for such periods, respectively.

We also derive our revenues from the sale of our MMRPro system, which includes a scanner, various licenses to use third party software, a license to use MMR's proprietary MMRPro application software, dedicated telephone lines, secure online storage and product warranties. Installation and training are provided as part of the sales agreement. Software licenses, telephone lines, online secure storage and warranties are provided over the three year term of the agreement. Our customers pay these contracts in advance and are not refundable. We allocate the revenue derived from these arrangements among all the deliverables, based on the relative selling price of each deliverable. With the exception of MMR's proprietary MMRPro application software, we used third party evidence to set the selling prices used for this allocation. During the three months ended March 31, 2014, we recognized $7,569, and $32,238 from MMRPro revenues, respectively, which represents 1.6% and 26.4% of our revenues for such periods, respectively.

We also generate revenues from the licensing of our Health IT and biotech assets, which may include non-refundable license and up-front fees, non-refundable milestone payments that are triggered upon achievement of a specific event and future royalties or lump-sum payments on sales of related products. We record these licensing revenues under "License Fees" in our income statement. We are sometimes paid an upfront license fee and milestone payments and we recognize those fees as revenue as payments are received. During the three months ended March 31, 2014, we received $448,162 and $3,000 from license fees revenues, respectively, which represents 92.3% and 2.5% of our revenues for such periods, respectively.

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

In addition, the Company is also continuing to work on licensing and otherwise exploiting an extensive portfolio of biotech assets, including its anti-CD20 monoclonal antibodies, data from vaccine trials, tumor samples, and other intellectual property including numerous worldwide patents in various stages. We intend to generate future revenues from the licensing of our biotech and health IT patents. We will record those fees as revenue when payments are received. These fees may include non-refundable license and up-front fees, non-refundable milestone payments that are triggered upon achievement of a specific event and or future royalties or lump-sum payments on sales of related products.

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, costs associated with creating and mailing enrollment packages to our subscribers and the cost of scanners. Cost of revenue also includes customer service costs. We also charge to cost of revenue our direct selling costs, which include commissions paid to sales representatives who sell our wholesale and access based accounts.

Operating Expenses

The largest component of our operating expenses is our general and administrative expenses, which include personnel salaries and benefits, office rent and supplies, insurance costs, fees for legal and professional services, as well as our expenses for corporate telecommunications and internet access not associated with our products. Our operating expenses also include sales and marketing expenses (which 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).

Recent Accounting Pronouncements

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

Factors Affecting Future Results

Intellectual Property

Since inception, our health IT business has evolved from a development stage company, to a provider and reseller of Personal Health Records and document imaging and scanning systems (MMR Services), to a Licensor of MMR's intellectual property. Continuing into 2014, we remained focused on maximizing the value of our intellectual property portfolio, particularly our 10 U.S. health IT patents that have been granted to date. A related application has also been allowed in the U.S. and is scheduled to issue on May 13, 2014 as U.S. Patent No. 8,725,537. Our health IT patent portfolio, which we have been building since 2005, currently includes our U.S. patents (with over 250 issued claims), 17 additional pending U.S. patent applications (with over 400 claims), seven foreign patents including two in Australia with others in New Zealand, Singapore, Japan, Mexico and Canada, and 14 other pending patent applications in foreign countries. These patents have the potential effect of enabling us to control a dominant marketplace position in personal healthcare, being well-positioned to benefit from the explosion in health IT globally. The full term of our health IT patents will not expire until September 12, 2025 or after.

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Our health IT patent portfolio includes issued patents on our health IT products and services including our MyMedicalRecords, MyEsafeDepositBox and MMRPro product and services, which is in addition to our portfolio of biotech patents. MMR acquired significant intellectual property assets from the Merger with Favrille and continues to seek ways to exploit and monetize those assets, which include, but are not limited to, data from our pre-Merger clinical vaccine trials, the FavId™/Specifid™ vaccine, and the anti-CD20 antibodies.

Health IT Patents

Through our wholly owned subsidiary, MyMedicalRecords, Inc., we currently have 10 U.S. patents with an eleventh scheduled to issue on May 13, 2014 - Nos. 8,117,045 ("Method and System for Providing Online Medical Records"); 8,117,646 ("Method and System for Providing Online Records"); 8,121,855 ("Method and System for Providing Online Medical Records"); 8,321,240 ("Method and System for Providing Online Medical Records"); 8,301,466 ("Method and System for Providing Online Records"); 8,352,287 ("Method for Proving a User with a Service for Accessing and Collecting Personal Health Records"); 8,352,288 ("Method for Providing a User with a Web-Based Service for Accessing and Collecting Records"); 8,498,883 ("Method for Providing a User with a Service for Accessing and Collecting Prescriptions"); 8,626,532 ("Method for Providing a User with a Web- Based Service for Accessing and Collecting Health Records"); 8,645,161 ("Method and System for Providing Online Records"); and scheduled to issue on May 13, 2014, 8,725,537 ("Method and System for Providing Online Records") - as well as additional applications and continuation applications.  These patents cover inventions pertaining to Personal Health Records, Patient Portals and other Electronic Health Record systems.  

At the start of 2013, we were issued two U.S. patents with claims totaling 57: U.S. Patent Nos. 8,352,287 and 8,352,288 were issued on January 8, 2013 after being allowed on November 28 and December 3, 2012, respectively. Significantly, claims in the `287 Patent expanded MMR's patent portfolio with additional claims directed toward a Web-based service to access and collect health records from different types of service providers, including, but not limited to, retail pharmacies as well as hospitals, providers and other healthcare professionals providing services over the Internet. The health records, including prescriptions, may be collected from service providers using various types of messaging including email, facsimile, uploads, and voice. The `288 Patent, our seventh, further raised the bar for our PHR intellectual property in that there are additional claims related to collecting insurance information, calendaring, and other features which are already provided by MMR's products and services. Claims in this patent address how healthcare providers send requested patient information to the patient, caretaker, provider or user by various means, including voice, fax, email or other electronic formats connected to a Personal Health Record system, patient portal or other locations on the Web. They also cover how users collect Personal Health Information on the Web or at other destination addresses without the healthcare provider having to enter specific personal identification numbers of the user. The information collected includes but is in not limited to a patient's medical history, chart notes, vaccination records, laboratory and other test results, prescriptions, and X-rays and images, as well as birth certificates and other important documents such as wills and advance directives.

Our eighth U.S. patent - U.S. Patent No. 8,498,883 - was issued on July 30, 2013 after being allowed on June 6, 2013. Claims in the eighth patent, entitled "Method for Providing a User with a Service for Accessing and Collecting Prescriptions," includes 28 claims which are directed toward providing a user with the ability to access and manage prescriptions online by providing features that include sending prescriptions to a pharmacy, accessing prescriptions from a pharmacy, scheduling prescription refills, sending reminders regarding prescription refills including by text or email, and identifying adverse drug interactions by analyzing prescription medications. We received a Notice of Allowance from the USPTO for our ninth patent on August 8, 2013, entitled "Method for Providing a User with a Web-based Service for Accessing and Collecting Health Records," which was issued on January 7, 2014, U.S. Patent No. 8,626,532. The patent includes 27 claims, a portion of which are directed toward enabling users to access and collect their medical records in a secure and private manner using wireless devices such as smartphones, tablets or telemedicine platforms, amongst other systems, and represented a significant addition to MMR's U.S. patent portfolio. Additionally, our tenth U.S. patent, entitled "Method and System for Providing Online Records," was allowed on December 4, 2013 and subsequently issued on February 4, 2014, U.S. Patent No. 8,645,161, with 30 claims directed toward methods for accessing and collecting health records by providing a user interface that further includes a number of additional features which collect and display prescriptions, help submit prescriptions to pharmacies, collect and display health insurance information, send outgoing faxes, allow users to annotate health records and set up appointment reminders for visits with providers as wells as recurring medication reminders through a calendaring function. Our eleventh U.S. patent, entitled "Method and System for Providing Online Records," was allowed on March 24, 2014, with 28 claims directed towards methods for accessing and collecting legal records, and is scheduled to issue on May 13, 2014 as U.S. Patent No. 8,725,537.

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Internationally, we have patents issued, pending and applied for in 11 other countries or regional authorities of commercial interest. Seven of the patents issued are in Australia, New Zealand, Singapore, Mexico, Japan and Canada. Each entitled "Method and System for Providing Online Medical Records," the Japanese Patent (#5191895) with 40 claims was issued on February 8, 2013, and the Canadian Patent (#2,615,128) was issued on September 10, 2013 and has 40 claims including claims corresponding to those in U.S. Patent No. 8,301,466. With the Canadian patent, our health IT intellectual property includes all of North America. MMR also has 14 other pending patent applications in foreign countries further including, Hong Kong, Israel, South Korea, Japan, Mexico, Europe, and China. There are also six pending Patent Cooperation Treaty ("PCT") applications. We also have hundreds of patent claims in pending U.S. applications including 17 U.S. utility patent applications related to health information technology. These include applications directed toward a Mobile Platform for Personal Health Records, a Method and System for Managing Personal Health Records with Telemedicine and Personal Health Monitoring Device Features, Prepaid Card Services related to Personal Health Records, a Universal Patient Record Conversion Tool, Aggregation of Data from Third Party Systems into a Personal Health Record Account, Electronic Health Records in Clinical Trials, a Data Exchange with Personal Health Record Service, Delivery of Electronic Medical Records or Electronic Health Records into a Personal Health Records Management System, a Health Record with Inbound and Outbound Fax Functionality, a Method and System for Providing Online Medical Records with Emergency Password, Data Exchange with Personal Health Record Service, Identifying Individual Associated with a Personal Health Record with Health Record Destination Address, and Personal Health Record with Genomics, We believe that many of the pending claims will ultimately be allowed including both health IT and non-health IT/medical applications which are pending in our entire patent portfolio.

After the patent issuances of 2011 through 2013, we believe we hold significant foundational patents under a "Method and System for Providing Online Medical Records," and "Method and System for Providing Online Records" and that the patents are relevant to any provider who transmits Electronic Health Records in that they limit their ability to communicate without infringement. As a result, the process of enforcement and licensing of our patent portfolio through the law firm Liner LLP (aka Liner Grode Stein Yankelevitz Sunshine Regenstreif& Taylor LLP) continues to build in 2014.

The Liner law firm is also representing us in the collection of $30 million dollars under our Settlement and Patent License Agreement with SCM as further described in our Litigation Matters section.

Exploiting MMRGlobal Biotech Assets and Patents

Although our primary business is the web-based storage and management of personal and professional health and vital records, we acquired intellectual property rights to certain biotech assets through the 2009 Merger with Favrille, Inc. which currently include five U.S. patents, four U.S. pending patent applications, eleven patents in foreign countries (including a European Patent validated in the following 12 countries: UK, France, Germany, Switzerland, Spain, Italy, Netherlands, Denmark, Sweden, Finland, Ireland and Belgium) and eighteen pending patent applications in foreign countries. We have been working to perfect the patent condition of these biotech assets for over five years. As early as May 2010, we successfully revived Favrille's original U.S. Patent directed to treating B-cell pathologies. Additional U.S. patent applications were also successfully revived (and since issued as U.S. patents) and formed the basis for various additional U.S. filings resulting in issued patents and pending applications. As a result, we now have biotech patents and patent applications pending in 23 foreign countries of commercial interest that provide competitive advantages for this biotechnology. The foreign countries include major European, Asian, North American, and South American markets, including for example, in the United States, Mexico, Australia, Brazil, Canada, China, Hong Kong, Singapore, Europe (including the 12 countries listed), India, Japan, and South Korea.

In April 2013, we received two Notices of Allowance for our anti-CD20 monoclonal antibody assets, which followed the granting of our first such patent in Mexico in August of last year for "Antibodies and Methods for Making and Using Them." As announced on April 15, 2013, we received a Notice of Allowance from the United States Patent and Trademark Office, resulting in U.S. Patent No. 8,465,741 (issued in June 2013), for our first U.S. patent for the anti-CD20 monoclonal antibody IP. Shortly thereafter, on April 22, 2013, we announced that the Australian Patent Office had issued a Notice of Allowance for our anti-CD20 monoclonal antibody assets, Application No. 2007338607 (issued in July 2013), under the same title, "Antibodies and Methods for Making and Using Them." In late 2013, we further received an issued patent in Korea (10-2009-7015196). These additional foreign patents reinforced the value of the U.S. and Mexico antibody patents, and continue to be used to seek expedited allowance in other countries operating under international patent treaties (referred to as the Patent Prosecution Highway). Use of the Patent Prosecution Highway allows both expedited examination and often allowance in various countries, by demonstrating willingness to amend patent claims to the same scope of allowed patent claims granted in another jurisdiction (such as the issued U.S. patent claims in U.S. Patent No. 8,465,741). In countries that do not participate in such treaties (or do not allow the same type of claims as those issued in the U.S.), additional antibody patent applications are being filed or the examining offices are being notified with a request for expedited examination to further enhance the review and issuance of patents in various foreign jurisdictions. These patents for our anti-CD20 monoclonal antibodies have particular utility in fighting cancers and are considered important assets of ours based on benefits and commercial value demonstrated by Rituxan®, an anti-CD20 monoclonal antibody with reported sales of USD $7.5 billion in 2013, which is due to go off patent in 2015.

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MMRGlobal's biotech assets also include the B-Cell vaccine patents and patent applications entitled "Method and Composition for Altering a B Cell Mediated Pathology" which relate to methods of manufacturing compositions for B-cell vaccines used in the fight against lymphoma and potentially other forms of cancer, including U.S. Patent Nos. 8,637,638; 8,114,404; 8,113,486 and 6,911,204. In January 2014, the fourth U.S. patent for B-Cell vaccine technology was issued (Patent No. 8,637,638) and additional continuation patent filings were made concurrently therewith in the U.S. to obtain still further protection for the compositions and methods of manufacturing compositions for B-cell vaccines used in the fight against lymphoma and potentially other forms of cancer. Issued foreign patents have also been granted for this technology in Europe, Hong Kong, Singapore and Mexico. Additional manufacturing patent applications are filed as such countries award new patents to further enhance the protection of the manufacturing patents already issued. For example, this year additional patents were filed in the U.S., Mexico and Japan to introduce additional patent claims protecting additional methods and compositions for altering B-cell pathologies using self-derived antigens in conjunction with specific-binding cytoreductive agents. In late 2013, the European Union patent (European Patent No. 01979228.2) for methods of manufacturing the B-cell vaccines, was fully validated in various countries selected by us as having particular commercial interest in the technology. The European Union patent has now been validated in and is enforceable in the following countries: United Kingdom, France, Germany, Switzerland, Spain, Italy, the Netherlands, Denmark, Sweden, Finland, Ireland and Belgium.

Currently, our biotech patent portfolio includes U.S. and foreign patents with expiration dates of August 2021 or later, relating to the manufacture of the B-cell vaccines. The issued antibody patents (and other patents which may issue relating to this technology) have substantially later expiration dates of September 2027 or later. Additional patent applications once granted may obtain additional term of biotech patent protection.

Our biotech assets are comprised of patents and pending patent applications, patient samples and data from the FavId™/Specifid™ idiotype vaccine trials and our proprietary anti-CD20 antibody panels to treat B-cell lymphoma and additional B-Cell mediated conditions such as rheumatoid arthritis. Subsequent to the Merger, we have recovered additional intellectual property, including certain physical assets used by Favrille, Inc. in the form of over 1,800 patient tissue samples, samples of the B-Cell vaccine, a collection of insect cells used in the manufacture of the vaccine (as protected by various U.S. and foreign patents) and other materials collected during the pre-Merger FavId/Specifid vaccine trials.

On December 22, 2010, we entered into a non-exclusive agreement with Celgene to license the use of our clinical and scientific data (originated by Favrille) related to targeted immunotherapies for cancer and other disease treatments to stimulate a patient's immune response and certain other confidential information. In consideration for the rights granted under the Agreement, Celgene agreed to pay us certain upfront fees and development milestones. When a milestone is reached it automatically triggers a payment to MMR.

We continue to work with scientists and experienced venture capitalists to assist us in generating revenue through licensing agreements as would be usual and customary in that industry. Moreover, we plan to continue pursuing license agreements with companies like Celgene that have expertise in the area of biotechnology and specifically in treating lymphomas and other cancers, and which can benefit from the use of our clinical and scientific data.

Other Intellectual Property and Trademarks

We own federal registrations for the trademarks MMRGlobal, MMRPRO, and MY MEDICAL RECORDS. In addition, we own the URL and domain name for the web address www.MyMedicalRecords.com. We also own the domain names www.MyMedicalRecordsMD.com, www.MMRPro.com and www.MMRPatientView.com for use with MyMedicalRecords Pro and own the domain name www.MyEsafeDepositBox.com for use with our MyEsafeDepositBox product as well as numerous other domains for marketing and new product development purposes. We also own the source code for our products.

As we continue to develop our products, we continue to register our trade names and logos as trademarks and service marks and will seek to protect the copyrights in the initial and any other proprietary content that we develop to support our MyMedicalRecords PHR, MyEsafe and MMRPro products. We also own the source code for a handheld software program, developed to operate on the Palm operating system, which allows Palm users to create a personal medical history on a personal data assistant, or PDA, so that they can have access to this information while traveling and in the event an Internet connection is not available. We are in the process of developing applications to use MyMedicalRecords and MMRPro products on other handheld devices.

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Competition

MyMedicalRecords PHR

Although we believe that no other product in the marketplace compares to what we provide in our comprehensive PHR and other offerings, there are other PHR providers in the consumer health information management marketplace today that compete for our services. These include MyMediConnect, NoMoreClipboard.com, Dossia, WebMD Health Manager, ZweenaHealth, and numerous others including Internet and patient-portals offered by EMR Vendors, health exchanges, and insurance companies, hospitals and HMOs for their policyholders and patients. Each of our competitors offers varying PHR products and services for online storage and access to medical records at varying price points (at the basic "free" level, with minimal recordkeeping capability and usually includes advertising).

MyEsafeDepositBox

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

MMRPro

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

MMRPro also competes with EMR systems that offer doctors the opportunity to make their entire office paperless.

Marketing and Sales

Marketing Update

2014 is the year eligible medical providers must offer Personal Health Records to patients to continue receiving full incentives under CMS's EHR Incentive Program. Demand for both our consumer and professional medical records products is driven primarily by the U.S. healthcare market and the need for health information technology products and services worldwide. The growth of health IT in the U.S. is being driven by hundreds of millions of dollars in health IT spending and consumer awareness campaigns highlighting the importance of managing their health on-line. We are also seeing a drive to reduce healthcare spending through government initiatives and financial incentives. More consumers than ever before recognize the importance of managing our personal health based on the media attention given to the Affordable Care Act aka Obamacare and Healthcare.gov as well as the aging population of baby boomers, rising incidences of chronic illnesses and employer worksite wellness initiatives.

The key government drivers for PHR adoption are the Health Information Technology for Economic and Clinical Health Act (HITECH), which was part of the 2009 American Recovery and Reinvestment Act, and its mandates calling for the Meaningful Use of Electronic Health Records. Starting in August 2012 when the Centers for Medicare and Medicaid Services (CMS) released its final rule for Meaningful Use Stage 2 under HITECH, Personal Health Records came to occupy a dominant position in the healthcare IT landscape because eligible professionals and hospitals were now required to make available to their patients timely online access to their health information.

Beyond HITECH and its specific patient engagement requirements, we believe that the Affordable Care Act (Obamacare) is becoming a factor in driving PHR adoption. Though ACA does not directly crossover into the federal incentive programs for EMR/EHR adoption, it supports health IT by incorporating the electronic transmission and exchange of health information, which is needed to coordinate care in Accountable Care Organizations. Moreover, with 8 million Americans currently enrolled in the health insurance marketplace and with an anticipated influx of over 30 million in total, it is expected that the newly insured need health IT solutions such as those provided by MMR to better manage their health and out-of-pocket costs. This also intersects with employers and worksite wellness programs that are supported by initiatives to incentivize employees to take greater control of their health and healthcare expenditures.

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The growth in demand for PHRs is reflected in our strategic relationships with licensees and other partners such as 4Medica, VisiInc PLC, AccessMyRecords, Walgreens, Wholefoods, XN Finacial, Interbit Data, Coverdale, Fairway Physicians Insurance Company, Vida Senior Resources, as well as Cerner Corporation. In the case of Interbit Data the Company also provides our MMRPatientView portal to users of the MEDITECH EMR system. We continue to work with 4medica in integrating our PHR with laboratory reporting services which are used by more than100 institutional customers including more than 30,000 doctors nationwide. We also are working with 4medica to create a "fax portal" for their more than 30,000 doctors to facilitate better handling of the still large number of lab results that are paper-based in their network. That portal, which creates a new revenue stream for us, was made available by 4medica to its client doctors late in 2012. We also have completed our initial implementation with the 4medica Electronic Medical Records system. Now, when consumers enroll in a MyMedicalRecords Personal Health Record account, their data can be sent into 4medica in HL7 format so that a Medical Record Number (MRN) can be established in 4medica.In February 2014, the federal regulatory environment became more favorable to these efforts with the passage of a final rule that amended the Clinical Laboratory Improvement Amendments of 1988. This has opened the door to meaningful licensing and settlement communication with laboratory providers and others. The rule removed the legal barriers which had prevented patients from receiving laboratory results direct from the labs without prior authorization from their doctor in all 50 states plus the District of Columbia. So with 4medica, laboratory information can now be made available directly into MMR accounts, without limitation of which state subscribers reside in, whereas prior to the rule having gone into effect on April 7, only seven states required direct access for the patient.

Having entered into a Non-Exclusive License Agreement with Whole Foods Market, Medical and Wellness Centers Inc. ("WFM") in the second quarter of 2013, MMR is providing a customized version of the MyMedicalRecords Personal Health Record that connects directly to the EMR system(s) utilized by WFM. Users can fill out patient registration and authorization forms from within the PHR and selected data in the forms are sent as HL7 into a 4medica EMR so that patient demographics are fully populated in the EMR. Because we are sending data in standard HL7 and PDF formats, this can also work with any EMR system.

Additionally, we have been expanding our consumer market through strategic partnerships with major national and local pharmacies, nurse advocates and home healthcare specialists, all of whom have significant one-on-one relationships with patients who can benefit immediately from the use of our PHR. Likewise, starting in 2012, we created a retail consumer model through the use of Prepaid Personal Health Record cards which is currently being expanded for marketing through retail outlets such as pharmacies, and we are also expanding our presence into the wellness and prevention market.

The Company is also expanding its product offerings with the launch of MMRPro Plus. MMRProPlus, is one of the most cost-effective ways for healthcare professionals to scan and digitize medical records while providing patients timely online access to their personal health information through MyMedicalRecords. MMRProPlus is also an integrated, end-to-end document scanning and imaging solution that works with virtually any Windows-based or Mac OS scanning system at one-third the cost of the original MMRPro network scanning solution. With more health care professionals adopting Electronic Medical Record systems demand is increasing for cost-effective scanning and document management solution. Specialty practices including ambulatory surgery centers, home health care professionals, chronic care disease managers and in particular concierge medical professionals are a few of the many areas requiring the ability to store paper based records in EMR systems. MMRPro with our integrated patient portal, MMRPatientView, meets that need. Additionally, as the use of Teleconsulting and Telemedicine becomes more prevalent, MMRPro's patient portal and MyMedicalRecords PHR are solutions that provide a proprietary platform to facilitate collaboration between doctors and other healthcare providers with patients, such as those programs in development with Alcatel- Lucent and ng Connect.

While the U.S. holds the largest share of the global healthcare IT market, slated to grow domestically at a CAGR of nearly 20% during 2014-2018, health IT is also a growth industry internationally, expected to continue increasing so that by 2017 the global market will expand at a compound annual growth rate of 7.0 percent. Countries sharing a common goal to control healthcare costs are looking to EMR and PHR solutions to achieve this. The global demand is evidenced by our agreements in China, Australia and other countries in development to offer Personal Health Record and electronic document management and imaging services. Moreover, in a global economy, companies are increasingly sending employees overseas, a practice which is expected to increase demand for our MyMedicalRecords PHR among ex-pats, particularly in Europe and the Middle East. Also, medical tourism is on the rise with estimates of a $100 billion market, and this fuels the need for medical records that are truly universal and can be accessed anytime from anywhere. It should be noted here that the growth of health IT at home and abroad is further impetus for ensuring the protection and enforcement of our patent portfolio worldwide. In light of the continued occurrence of emergencies and natural disasters, demand for both our MyMedicalRecords and MyEsafeDepositBox products are driven by relief and educational organizations, as well as by consumers and small businesses, with international focus based on tools that help in disaster preparedness and personal protection.

26

Additionally, we are continuing to use online advertising to take advantage of awareness in online health management following the hundreds of millions of dollars in advertising spent on Healthcare.gov. We continue to deploy key word advertising, per enquiry affiliated advertising and marketing programs, smartphone advertising and other online interactive media campaigns where our products and services are offered through marketing partners which include online publishers and other health-related websites whereby we can bring Personal Health Records to customers on a "Per Acquisition" basis. This means MMR only pays them if we receive a paid subscription. This program gives MMR the ability to put its marketing message in front of millions of new viewers, in a targeted manner, without having to pay costs of advertising upfront. The Company is also utilizing social media (YouTube, Facebook, Twitter, Instagram) to build greater awareness for our products and services, to enhance brand loyalty for our MyMedicalRecords PHR, and to connect with a greater number of potential users. ..

Results of Operations for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013

Revenues

Revenues for the first quarter of 2014 and 2013 were $485,494 and $122,028, respectively, an increase of $363,466 or 297.9%. The increase for the quarter was primarily due to licensing fees.

Cost of revenue

Cost of revenues for the first quarter of 2014 and 2013 were $98,401 and $26,143, respectively, an increase of $72,258 or 276.4%. The increase for the quarter was primarily due to higher website hosting fees and website maintenance, sales commission and support fees.

Gross profit for the first quarter of 2014 and 2013 were $387,093 and $95,885 respectively, an increase of $291,208 or 303.7%. The increase for the quarter was primarily due to the licensing fees.

Operating expenses

Total operating expenses for the first quarter of 2014 and 2013 were $1,923,493 and $1,472,558, respectively, an increase of $450,935 or 30.6%. The increase for the quarter was primarily due to higher legal fees related to the enhancement and protection of our Intellectual Property portfolio and consulting fees.

General and administrative expenses for the first quarter of 2014 and 2013 were $1,429,980 and $889,562, respectively, an increase of $540,418 or 60.8%. The increase was primarily due to higher legal fees related to the enhancement and protection of our Intellectual Property portfolio and consulting fees.

Sales and marketing expenses for the first quarter of 2014 and 2013 were $468,730 and $559,023, respectively, a decrease of $90,293 or 16.2%. The decrease for the quarter was primarily due to lower marketing consulting fees.

Technology development expenses for the first quarter of 2014 and 2013 were $24,783 and $23,973, respectively which remained relatively flat.

Other Income

Other income for the first quarter of 2014 and 2013 was $0 and $0, respectively.

Interest and Other Finance Charges, Net

Interest and other finance charges for the first quarter of 2014 and 2013 were $112,952 and $135,148, respectively which remained relatively flat.

Net loss

As a result of the foregoing, net loss for the first quarter of 2014 and 2013 was $1,649,352 and $1,511,821, respectively, an increase of $137,531 or 9.1%.

27

Going Concern

As more fully described in Note 1 to the consolidated financial statements appearing above in this Quarterly Report on Form 10- Q, our independent registered public accounting firm included an explanatory paragraph in their report on our 2013 financial statements for the year ended December 31, 2013 related to the uncertainty of our ability to continue as a going concern. As of March 31, 2014, our current liabilities of $10.3 million exceeded our current assets of $0.4 million by $9.9 million.

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

Liquidity and Capital Resources

As of March 31, 2014, our current liabilities exceeded our current assets by $9.9 million. We have incurred net losses of $1,649,352 and $1,511,821 for the three months ended March 31, 2014 and 2013, respectively. At the current level of borrowing, we require cash of $275,000 per year to service our debt. Furthermore, not including debt service, in order to continue operating our business, we use an average of $278,000 in cash per month, or $3.3 million per year. At this rate of cash burn, our existing current assets combined with future anticipated financing activities and proceeds from sales will sustain our business for less than one year.

In addition to the above cash burn from operations, we will be required to obtain additional financing in order to meet the obligations for installment payments of $621,000 under the Creditor Plan and our obligations under the secured indebtedness to The RHL Group under the Eighth Amended Note (which had a balance of $1.51 million at March 31, 2014), amongst other debt obligations. Such obligations are currently due and payable pursuant to the terms of the notes. The components of the RHL Group Note payable and the related balance sheet presentation as of March 31, 2014 are as follows: $0.97 million, which is included in the line of credit, related party; and $0.54 million for other obligations due to The RHL Group, which is included in related party payables.

Traditionally, we have relied on the sale of stock and convertible debt as well as draws from the RHL Group line of credit to finance our activities. As of March 31, 2014, we had a line of credit with The RHL Group in the amount of $4.5 million. As of March 31, 2014, availability under this line of credit was $1.72 million. Furthermore, we may utilize portions of our standby equity facility with Granite as needed. Additionally, we raised $0 and $493,750 in convertible debt during 2014 and 2013, respectively. We expect to continue offering a limited amount of convertible debt in 2014. We also expect sales from MMRPro, our prepaid Personal Health Record cards, and fees from patent licensing agreements to generate revenue and reduce annual cash burn from operations.

Cash Flows for the three months ended March 31, 2014 compared to three months ended March 31, 2013

Net cash used in operating activities for the three months ended March 31, 2014 and 2013 was $452,600 and $777,543, respectively. In 2014, we had a net loss of $1,649,352, less non-cash adjustments (depreciation, amortization, common stock and warrants issued for services and interest, and stock compensation expense) of $718,533, less changes in operating assets and liabilities of $478,219. In 2013, cash used in operating activities included net loss of $1,511,821, less similar non-cash adjustments of $342,731, less changes in operating assets and liabilities of $382,977. Compared to 2013, non-cash adjustments in 2014 were higher primarily due to an increase in common stock issued for services expense and amortization of loan discount and patent amortization.

Net cash used in investing activities in the three months ended March 31, 2014 and 2012 totaled $108,000 and $146,394, respectively. Compared to 2013, investing activities in 2014 were lower mainly due to a decrease in costs of patents.

Net cash provided by financing activities in the three months ended March 31, 2014 and 2013 totaled $654,226 and $958,248, respectively. Financing activities primarily included proceeds generated from the issuance of convertible notes, common shares and net proceeds from draw downs on our line of credit from The RHL Group, Inc., a significant stockholder wholly-owned by Robert H. Lorsch, our Chairman and Chief Executive Officer. Compared to 2013, financing activities in 2014 were lower primarily due to a decrease in convertible notes and line of credit activities.

As of March 31, 2014, we had cash and cash equivalents of $103,985, compared to $70,966 as of March 31, 2013.

28

Description of Indebtedness

The RHL Group

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

The RHL Group Note payable had a balance of $1.51 million at March 31, 2014. The components of the RHL Group Note payable and the related balance sheet presentation as of March 31, 2014 are as follows: $0.97 million, which is included in the line of credit, related party; and $0.54 million related to other obligations due to The RHL Group which are included in related party payables.

Total interest expense on this note for the three months ended March 31, 2014 and 2013 amounted to $35,112 and $36,551 respectively. The unpaid interest balances as of March 31, 2014 and December 31, 2013 were $18,493 and $24,049, respectively.

Convertible Notes

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

Commitments and Contingencies

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

Off-Balance Sheet Arrangements

On January 4, 2010, we entered into a Cooperation Agreement with UNIS, which we refer to as the "Cooperation Agreement". Under the Cooperation Agreement, we agreed to form the JV for the purpose of deploying our PHR services and document imaging and management solutions in China. We will own 40% of the JV and UNIS will own 60% and each party will have the right to designate two members of the JV's board of directors, with the fifth member being a Chinese citizen mutually designated by us and UNIS. Under the Cooperation Agreement, board actions will require the approval of more than three of the five members of the JV's board of directors and no material actions may be taken unless all board members are present and voting at the meeting.

Under the Cooperation Agreement, we will contribute an aggregate of 50 million RMB to the joint venture, based on each party's respective ownership, in the form of intellectual property rights, equipment, brand value, cash and such other consideration as may be agreed upon by the parties. Each party's obligation to contribute to the joint venture is subject to a number of conditions, including obtaining all necessary approvals of and licenses from the Chinese government, as well as the joint venture meeting its budget, goals and objectives at the time contributions are due. Under the Cooperation Agreement, each party's contributions will be made over a period of sixty months.

For a more complete description of the terms of the Cooperation Agreement, please see Exhibit 10.26 in our annual Report on Form 10-K for the year ended December 31, 2009, as filed with the SEC on March 31, 2010.

On August 10, 2010, we entered into a Supplementary Agreement for the purpose of clarifying certain non-material terms of the original Cooperation Agreement mentioned above.

On July 2, 2012, we received our official business license from the Chinese government to operate the JV. The JV is officially licensed with the Chinese government and is approved to operate and generate revenue. The license enables the JV to develop medical information management software, medical information technology software, health records management systems, and provision of related services, including our PHR systems. The JV will offer its products and services to the Chinese government, hospitals, healthcare facilities, and to the public and is valid through 2042.

Our entry into the Cooperation Agreement described above constitutes the creation of a direct financial obligation as described above. As of March 31, 2014, we have not incurred obligations to fund the joint venture nor has there been any activity to date.

29

Item 4. Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in rules 13a-15(b) and 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) promulgated the Securities Exchange Act of 1934). Our internal control over financial reporting process is designed to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that accurately and fairly reflect, in reasonable detail, our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of March 31, 2014.

Changes in Internal Controls over Financial Reporting

There were no significant changes in our internal control over financial reporting during the quarter ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Our independent auditors have not audited and are not required to audit this assessment of our internal control over financial reporting for the three months ended March 31, 2014.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

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

The following is a summary of transactions by us since our previous disclosure on Form 10-K, filed with the SEC on March 31, 2014, involving sales of our securities that were not registered under the Securities Act. Each offer and sale was exempt from registration under either Section 4(2) of the Securities Act or Rule 506 under Regulation D of the Securities Act because (i) the securities were offered and sold only to accredited investors; (ii) there was no general solicitation or general advertising related to the offerings; (iii) each investor was given the opportunity to ask questions and receive answers concerning the terms of and conditions of the offering and to obtain additional information; (iv) the investors represented that they were acquiring the securities for their own account and for investment; and (v) the securities were issued with restrictive legends:

On April 8, 2014, we granted and unrelated third-party a warrant to acquire 250,000 shares of common stock in consideration for services. The warrant vests equally over three years, has an exercise price of $0.06 per share, and an expiration date of April 8, 2019.

On various dates between April 25, 2014 and May 2, 2014, we entered into five different Stock Sales Agreements with five different unrelated third-parties to sell 4,341,516 shares of our common stock for a total of $121,780.

On April 30, 2014, we granted and unrelated third-party a warrant to acquire 250,000 shares of common stock in consideration for services. The warrant vests equally over three years, has an exercise price of $0.06 per share, and an expiration date of April 30, 2019.

30

On May 1, 2014, we granted one unrelated third-party 500,000 shares of common stock at $0.05 per share in consideration for services of $25,000.

We generally used the proceeds of the foregoing sales of securities for repayment of indebtedness, working capital and other general corporate purposes.

Item 6. Exhibits

Exhibit Number	Exhibit Description
10.1	*+ Settlement Agreement dated February 28, 2014 by and between MyMedicalRecrods, Inc. and Walgreen Co.
31.1	* Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
31.2	* Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
32.1	* Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
32.2	* Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

______________

*	Filed herewith.
+	The Company has requested confidential treatment with respect to portions of this exhibit.

31

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: May 15, 2014

MMRGlobal, Inc.

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

By: /s/ Ingrid G. Safranek                                    
Ingrid G. Safranek
Chief Financial Officer

32

EXHIBIT INDEX

Exhibit Number	Exhibit Description
10.1	* *+ Settlement Agreement dated February 28, 2014 by and between MyMedicalRecrods, Inc. and Walgreen Co.
31.1	* Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
31.2	* Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
32.1	* Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
32.2	* Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

______________

*	Filed herewith.
+	The Company has requested confidential treatment with respect to portions of this exhibit.

33

EX-10.1 2 exh10-1.htm SETTLEMENT AGREEMENT DATED FEBRUARY 28, 2014 BY AND BETWEEN MYMEDICALRECRODS, INC. AND WALGREEN CO.

Exhibit 10.1

CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION

SETTLEMENT AGREEMENT AND MUTUAL RELEASES

This Settlement Agreement and Mutual Releases (the "Settlement Agreement" or "Agreement"), is made and entered into by and between, on the one hand, MyMedicalRecords, Inc. ("MMR" or "Plaintiff") and, on the other hand, Walgreen Co. (collectively, "Walgreens" or "Defendant"). Throughout this Agreement, MMR and Walgreens shall be collectively referred to as the "Parties" and individually as a "Party." This Agreement shall have an effective date as of the last day signed below ("Effective Date").

RECITALS

[***]

1. Mutual General Releases.

[***]

2. Settlement Amount.

[***]

3. Dismissal with Prejudice.

Within three (3) business days after MMR receives the wire transfers required by Section 2 and a fully executed copy of this Agreement having the date and signature of Walgreens and Walgreens' counsel, the Parties shall file Stipulated Dismissals of the Legal Actions in their entirety with prejudice. Said dismissals shall note that the Parties are to bear their own attorneys' fees, costs, and expenses.

Further, Walgreens agrees to cooperate in filing a joint motion to terminate any Inter Partes Review of U.S. Patent 8,301,466 resulting from Walgreen's petition filed with the United States Patent and Trademark Office on February 13, 2014, together with a true copy of a redacted settlement agreement as business confidential information at the same time the Stipulated Dismissals of the Legal Actions are filed.

4. Placement of MMR Product on drugstore.com

[***]

5. Advertising on Drugstore.com Only.

[***]

_____________________________________________________________________________________________________
[***]:Certain confidential information contained in this document marked with three asterisks
has been omitted and filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

6. Grant of License and Covenant Not to Sue.

[***]

7. Joint Press Release.

No earlier than upon full execution of this Settlement Agreement by all Parties and their counsel, MMR shall be permitted to issue the joint press release annexed hereto as Exhibit D. That press release shall be the only press release or public disclosure relating to this Agreement, unless otherwise required by law or otherwise agreed to by the Parties. To the extent that MMR has not been qualified as a drugstore.com vendor at the time of its issuance, said joint press release shall include language that the business relationship contemplated by the Parties shall be subject to MMR meeting all qualifications of the drugstore.com vendor agreement.

8. Further Discussions Re: Future Business Relationship.

[***]

9. No Admission of Liability.

[***]

10. Waiver and Modification.

[***]

11. Costs and Expenses.

[***]

12. Voluntary and Knowing Release.

[***]

13. Mutual Representations.

[***]

14. Parties Bound.

[***]

15. Severability.

[***]

16. Governing Law and Dispute Resolution.

[***]

_____________________________________________________________________________________________________
[***]:Certain confidential information contained in this document marked with three asterisks
has been omitted and filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

17. Confidentiality.

This Agreement is confidential.  Except as provided in Sections 3, 7 and below, the Parties shall not disclose to any other person the terms of this Agreement except with the written consent of the other. The only exceptions to the confidentiality provisions in this paragraph are that disclosure to other persons of the terms of this Agreement is permitted:

a) Where the prior written consent of the other party has been obtained;

b) To a party's executive officers, board of directors, or its employees who need to know such information in order to perform their job functions, in each case such persons being bound by confidentiality agreements to prevent disclosure of confidential information such as this Agreement;

c) To a party's own attorneys, tax consultants, tax advisors, accountants, other financial advisors or existing or prospective insurance providers, who is/are consulted by such party for legal, tax reporting, tax planning, financial planning, advisory, or insurance purposes;

d) Where required in response to an order or other process of a court or administrative agency of competent jurisdiction, including without limitation, any third party subpoena, so long as the party required to respond notifies the other party in a timely fashion so that other party may object, seek to restrict disclosure, or pursue other alternatives in seeking to restrict disclosure of the Agreement; or

e) For purposes of enforcement in court of any legal proceeding related to the Agreement or as an affirmative defense.

Except as set forth in Sections 3 and 7 and in the exceptions described in subsections a) through e), above, in describing this case, a party is only allowed to state that: (1) the matters are/were or have been amicably settled and the terms are confidential; and (2) the Party is not at liberty to provide further information.

Notwithstanding this provision 17, to the extent that SEC requirements call for any portion of this transaction to be disclosed, the Parties agree to cooperate in seeking confidential treatment of this Agreement and its Exhibits.

Except as provided above, the Parties specifically agree not to share with any third parties any "Documents" (as defined in MMR discovery requests) related to the litigation between the Parties that is not of public record. For example, Walgreens shall decline to provide to any party in MMR litigation deposition transcripts or any documents or other information exchanged between the Parties.

Each Party agrees that the damages for a breach of this provision are difficult to calculate and, therefore, agree that a breach of this provision shall be compensable by liquidated damages in an amount no less than $10,000 per violation as against the Party who breached the provision only, unless the victimized party can prove actual damages in excess of that figure.

_____________________________________________________________________________________________________
[***]:Certain confidential information contained in this document marked with three asterisks
has been omitted and filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

18. Entire Understanding.

This Agreement (and any agreement referenced herein) contains the entire understanding of the Parties relating to its subject matter and supersedes all prior and collateral agreements, understandings, statements, and negotiations of the Parties. Each Party acknowledges that all Parties have cooperated in the drafting and preparation of this Agreement (and any agreement referenced herein), and, therefore, no provision of this Agreement (or any agreement referenced herein) is to be construed against any Party based upon the drafting of any provision of this Agreement (or any agreement referenced herein). The Parties have read this Agreement, and they acknowledge that they are entering into this Agreement fully and freely upon their own investigation and knowledge, and each are voluntarily executing this Agreement on their own free will and with advice of counsel.

[Remainder of Page Intentionally left blank]

_____________________________________________________________________________________________________
[***]:Certain confidential information contained in this document marked with three asterisks
has been omitted and filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

19. Counterparts and Duplicates.

This Settlement Agreement may be executed in any number of counterparts, with signatures by facsimile or "pdf," all of which shall be deemed to constitute one and the same instrument, and each of which shall be deemed an original.

IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by its duly authorized representative.

ACCEPTANCE ON BEHALF OF MYMEDICALRECORDS, INC.

This Agreement is accepted by MyMedicalRecords, Inc.

___________________________________

Name: Robert H. Lorsch
Its: Chief Executive Officer
Date:

ACCEPTANCE ON BEHALF OF WALGREEN CO.

This Agreement is accepted by Walgreen Co.

___________________________________
Name:
Its:
Date:

APPROVED AS TO FORM AND CONTENT:

WILLENKEN WILSON LOH &
DELGADO LLP     ____________________________________
William A. Delgado
Attorneys for Walgreen Co. MCKEE, VOORHEES & SEASE, PLC
      ____________________________________
John D. Goodhue
Attorneys for MyMedicalRecords, Inc.

_____________________________________________________________________________________________________
[***]:Certain confidential information contained in this document marked with three asterisks
has been omitted and filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

EXHIBIT A

[***]

_____________________________________________________________________________________________________
[***]:Certain confidential information contained in this document marked with three asterisks
has been omitted and filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

EXHIBIT B

[***]

_____________________________________________________________________________________________________
[***]:Certain confidential information contained in this document marked with three asterisks
has been omitted and filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

EXHIBIT C

[***]

_____________________________________________________________________________________________________
[***]:Certain confidential information contained in this document marked with three asterisks
has been omitted and filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

EXHIBIT D
APPROVED DRAFT OF PRESS RELEASE

FOR IMMEDIATE RELEASE

Walgreens and MyMedicalRecords Reach Settlement Agreement

LOS ANGELES, CA and DEERFIELD, IL (March 6, 2014) - MMRGlobal, Inc. (OTC: MMRF), through its wholly owned subsidiary MyMedicalRecords, Inc. (collectively, "MMR"), and Walgreen Co. (NYSE: WAG) (Nasdaq: WAG) ("Walgreens") announced today that they have entered into a Settlement and Licensing Agreement (the "Agreement") to resolve two patent infringement lawsuits brought by MMR. Pursuant to the terms of the Agreement, Walgreens purchased a Non-Exclusive License to the MMR family of patents. The settlement arises from litigation involving MMR's U.S. Patent No. 8,301,466 and U.S. Patent No. 8,498,883. MMR's patent portfolio also includes U.S. Patent Nos. 8,121,855; 8,117,045; 8,117,646; 8,301,466; 8,321,240; 8,352,287; 8,352,288; 8,498,883; 8,626,532 and 8,645,161 as well as numerous pending applications. Pursuant to the terms of the Agreement, Walgreens has also agreed to sell MMR's MyMedicalRecords Personal Health Record (the "MMR-PHR") on drugstore.com. The remaining terms of the Agreement are confidential.

About MMRGlobal
MMRGlobal, Inc., through its wholly-owned subsidiary, MyMedicalRecords, Inc., (MMR) is a leading provider of secure and easy-to-use online Personal Health Records ("PHRs") and electronic safe deposit box storage solutions incorporating its patented MyMedicalRecords PHR. Each MyMedicalRecords account covers up to 10 family members, including pets, and enables users to safely store medical records and images and other important documents, such as copies of birth certificates, passports, insurance policies, financial information, wills and advance directives, in the system and access and share them anytime from anywhere over an Internet-connected device anywhere in the world. MyMedicalRecords is currently available in English and Spanish, with other languages being added. Each MMR account includes file upload, e-mail, inbound/outbound fax and voice messaging as well as a special Emergency Login, which makes potentially life-saving health information accessible to medical personnel and first responders. Critical data is pre-selected by users to protect the confidentiality of records in the account. Additionally, each account includes numerous health management tools such as automatic prescription alerts and appointment reminders as well as a drug interaction tool that checks for adverse reactions between over 30,000 prescriptions and over-the-counter medications. The Company's professional offering, MMRPro, is designed to give physicians' offices an easy and cost-effective solution to digitize paper-based medical records and share them with patients through an integrated patient portal. The Company also owns a portfolio of biotech assets that include anti-CD20 antibodies, data and samples from the FavId™ vaccine clinical trials for the treatment of B-Cell Non-Hodgkin's lymphoma. To learn more about MMRGlobal, Inc. visit www.mmrglobal.com. View demos and video tutorials of the Company's products and services at www.mmrtheater.com.

About Walgreens
As the nation's largest drugstore chain with fiscal 2013 sales of $72 billion, Walgreens (www.walgreens.com) vision is to be the first choice in health and daily living for everyone in America, and beyond. Each day, Walgreens provides more than 6 million customers the most convenient, multichannel access to consumer goods and services and trusted, cost-effective pharmacy, health and wellness services and advice in communities across America. Walgreens scope of pharmacy services includes retail, specialty, infusion, medical facility and mail service, along with respiratory services. These services improve health outcomes and lower costs for payers including employers, managed care organizations, health systems, pharmacy benefit managers and the public sector. The company operates 8,206 drugstores in all 50 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands. Take Care Health Systems is a Walgreens subsidiary that is the largest and most comprehensive manager of worksite health and wellness centers and in-store convenient care clinics, with more than 750 locations throughout the country.

_____________________________________________________________________________________________________
[***]:Certain confidential information contained in this document marked with three asterisks
has been omitted and filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Forward-Looking Statements
All statements in this press release that are not strictly historical in nature, including, without limitation, intellectual property enforcement actions, infringement claims or litigation, intellectual property licenses, and future performance, management's expectations, beliefs, intentions, estimates or projections, constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause MMR's actual results to be materially different from historical results or from any results expressed or implied by such forward-looking statements. Some can be identified by the use of words (and their derivations) such as "need," "possibility," "potential," "intend," "offer," "development," "if," "negotiate," "when," "begun," "believe," "achieve," "will," "estimate," "expect," "maintain," "plan," and "continue," or the negative of these words. Actual outcomes and results of operations and the timing of selected events may differ materially from the results predicted, and any reported results should not be considered as an indication of future performance. Such statements are necessarily based on assumptions and estimates and are subject to various risks and uncertainties, including those relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in economic, business, industry, market, legal and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, business partners, potential licensees, competitors and legislative, judicial and other governmental authorities and officials. Factors that could cause or contribute to such differences include, but are not limited to: unexpected outcomes with respect to intellectual property enforcement actions, claims of intellectual property infringement and general intellectual property litigation; our ability to maintain, develop, monetize and protect our patent portfolio for both MMR's health IT and biotechnology intellectual property assets in the U.S. and internationally; the timing of milestone payments in connection with licensing our intellectual property; our ability to establish and maintain strategic relationships; changes in our relationships with our licensees; the risk MMR's products are not adopted or viewed favorably by the healthcare community and consumer retail market; business prospects, results of operations or financial condition; risks related to the current uncertainty and instability in financial and lending markets, including global economic uncertainties; the timing and volume of sales and installations; the length of sales cycles and the installation process; the market's acceptance of new product and service introductions; competitive product offerings and promotions; changes in government laws and regulations including the 2009 HITECH Act and changes in Meaningful Use and the 2010 Affordable Care Act; future changes in tax legislation and initiatives in the healthcare industry; undetected errors in our products; the possibility of interruption at our data centers; risks related to third party vendors; risks related to obtaining and integrating third-party licensed technology; risks related to a security breach by third parties; risks associated with recruitment and retention of key personnel; other litigation matters; uncertainties associated with doing business internationally across borders and territories; and additional risks discussed in MMR's filings with the Securities and Exchange Commission. MMR is providing this information as of the date of this release and, except as required by applicable law, does not undertake any obligation to update any forward-looking statements contained in this release as a result of new information, future events or otherwise.

###

CONTACT:

MMRGlobal:
Bobbie Volman
bvolman@mmrmail.com
(310) 476-7002, Ext. 7015

_____________________________________________________________________________________________________
[***]:Certain confidential information contained in this document marked with three asterisks
has been omitted and filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

EX-31.1 3 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 MMRGlobal, 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: May 15, 2014

/s/ Robert H. Lorsch

Name: Robert H. Lorsch
Title: Chief Executive Officer

EX-10.1

Q1 2014 Exhibit 10.1

EX-31.1

Q1 2014 Exhibit 31.1

EX-31.2

Exhibit 31.2

Certification

I, Ingrid G. Safranek, certify that:

1. I have reviewed this quarterly report on Form 10-Q of MMRGlobal, 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: May 15, 2014

/s/ Ingrid G. Safranek

Name: Ingrid G. Safranek
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 MMRGlobal, Inc. for the quarterly period ended March 31, 2014 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 MMRGlobal, Inc.

/s/ Robert H. Lorsch
Name:	Robert H. Lorsch
Title:	Chief Executive Officer
Date:	May 15, 2014

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, Ingrid G. Safranek, 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 MMRGlobal, Inc. for the quarterly period ended March 31, 2014 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 MMRGlobal, Inc.

/s/ Ingrid G. Safranek
Name:	Ingrid G. Safranek
Title:	Chief Financial Officer
Date:	May 15, 2014

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 32.2 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.

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Equity Issuances (Shares Issued for Services or Reduction to Liabilities) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014
Equity Issuances Shares Issued For Services Or Reduction To Liabilities Details
Reduction of payables, shares	2,757,055
Reduction of payables, amount	$ 119,498
Services provided, shares	6,595,550
Services provided, amount	222,847
Total payment of services provided through issuance of common stock, shares	9,352,605
Total payment of accounts payable through issuance of common stock, amount	$ 342,345

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Subsequent Events (Narrative) (Details)

3 Months Ended

Mar. 31, 2014

Subsequent Events Narrative Details

Subsequent Event, Description

We have evaluated subsequent events of our condensed consolidated financial statements. There were no material subsequent events requiring additional disclosure in these financial statements.

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Equity Issuances (Stock Option Activity Summary Of Option Activity) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014
Equity Issuances Stock Option Activity Summary Of Option Activity Details
Outstanding at December 31, 2013	39,891,722
Granted	0
Exercised	0
Cancelled	0
Outstanding at March 31, 2014 (Unaudited)	39,891,722
Vested and expected to vest at March 31, 2014 (Unaudited)	39,891,722
Exercisable at March 31, 2014 (Unaudited)	33,941,722
Weighted-Average Exercise Prices, Outstanding at December 31, 2013	$ 0.10
Weighted-Average Exercise Prices, Outstanding at March 31, 2014	$ 0.10
Weighted-Average Exercise Prices, Vested and expected to vest	$ 0.10
Weighted-Average Exercise Prices, Exercisable	$ 0.09
Weighted-Average Remaining Contractual Life (in years), Outstanding at December 31, 2013	5.08
Weighted-Average Remaining Contractual Life (in years), Outstanding at March 31, 2014	4.83
Weighted-Average Remaining Contractual Life (in years), Vested and expected to vest	4 years 303 days
Weighted-Average Remaining Contractual Life (in years), Exercisable	4 years 128 days
Aggregate Intrinsic Value, Outstanding at December 31, 2013	$ 0
Aggregate Intrinsic Value, Outstanding at March 31, 2014	0
Aggregate Intrinsic Value, Vested and expected to vest	0
Aggregate Intrinsic Value, Exercisable	$ 0

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Accounting Policies (Share-Based Compensation Schedule Of Assumptions Used In Black-Scholes Model) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Accounting Policies Share-Based Compensation Schedule Of Assumptions Used In Black-Scholes Model Details
Expected life, in years, maximum	5 years 0 months 0 days	5 years 0 months 0 days
Stock price volatility, minimum	120.51%	123.47%
Stock price volatility, maximum	147.09%	124.21%
Risk-free interest rate, mimimum	0.12%	0.35%
Risk-free interest rate, maximum	0.13%	0.46%
Expected dividends	$ 0	$ 0
Forfeiture rate	0.00%	0.00%

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Notes Payable (Details) (USD $)

3 Months Ended

Mar. 31, 2014

Dec. 31, 2013

Notes payable consisted of the following:

Short-term debt

$ 382,086

$ 375,343

Related party short-term debt

196,921

196,921

Severance Package Notes

Notes payable consisted of the following:

Short-term Debt, Terms

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

Short-term debt

76,783

76,783

Resignation and Post-Merger Employment Arrangement Notes

Notes payable consisted of the following:

Short-term Debt, Terms

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

Short-term debt

25,444

25,444

Notes Payable - Vendors

Notes payable consisted of the following:

Short-term Debt, Terms

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

Short-term debt

223,116

223,116

Short Term Loan Two

Notes payable consisted of the following:

Short-term Debt, Terms

Short term loan due to a third-party with no stated interest

Short-term debt

56,743

50,000

Related Party One

Notes payable consisted of the following:

Short-term Debt, Terms

Short term loan due to a related-party

Related party short-term debt

$ 196,921

$ 196,921

Related Party Two

Notes payable consisted of the following:

Short-term Debt, Terms

Short term loan due to a related-party

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Equity Issuances (Summary Of Warrants Outstanding and Exercisable) (Details) (USD $)			3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014 $0.03 - $0.25
Range of Exercise Price, Minimum			$ 0.03
Range of Exercise Price, Maximum			$ 0.25
Warrants outstanding at March 31, 2014	77,971,849	88,571,841	77,971,849
Warrants outstanding, Weighted-average remaining life, in years			1 year 358 days
Warrants outstanding, Weighted-average exercise price			$ 0.07
Warrants exercisable, at March 31, 2014	67,671,849		67,671,849
Warrants exercisable, Weighted-average remaining life, in years			2.06
Warrants exercisable, Weighted-average exercise price			$ 0.07

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INCOME TAXES - Note 4

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

INCOME TAXES - Note 4

NOTE 4 - INCOME TAXES

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

Pursuant to ASC 740, Income Taxes, we performed an analysis of previous tax filings and determined that there were no positions taken that it considered uncertain. Therefore, there were no unrecognized tax benefits as of March 31, 2014.

MMR Inc., in its capacity as the operating company taking over our income tax positions in addition to its own positions after January 27, 2009 (see Note 1), has estimated its annual effective tax rate to be zero. MMRGlobal has based this on an expectation that the combined entity will generate net operating losses in 2013, and it is not likely that those losses will be recovered using future taxable income. Therefore, no provision for income tax has been recorded as of and for the three months ended March 31, 2014.

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Convertible Promissory Notes (Narrative) (Details) (USD $)

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Convertible Promissory Notes Narrative Details

Debt instrument, description

From time to time, we issue Convertible Promissory Notes. As of March 31, 2014, a total of $872,607 in convertible notes remained outstanding with unamortized discounts of $11,627, for a net balance of $860,980. The note holders have chosen not to convert their note balances into shares of our common stock as of March 31, 2014.

Each Note contains the following general terms and provisions:

• The principal amount owed under each note becomes due and payable one year or less from the investment date provided that, upon ten (10) days' prior written notice to the holder, we may, in our sole discretion, extend the maturity date for an additional six month term. The Notes can be further extended upon mutual agreement.

• These notes bear interest at a rate of 6% per annum payable in cash or shares of common stock or a combination of cash and shares of common stock at our option.

During the first quarter of 2014, we did not enter into any Convertible Promissory Notes and two notes with a principal balance of $190,000 have been converted.

For the three months ended March 31, 2014, we recognized the intrinsic value of the embedded beneficial conversion feature of $0 as additional paid-in capital and an equivalent discount that reduced the carrying value of the convertible notes.

The related discount for the beneficial conversion outstanding was $11,627 and $0 as of March 31, 2014 and 2013, respectively.

Shares issuable upon conversion for convertible notes payable was 74,682,212 and 71,015,545 as of March 31, 2014 and 2013, respectively.

The total interest expense attributed to the Notes and related warrants for the three months ended March 31, 2014 and 2013 was $69,765 and $84,801, respectively.

Convertible notes converted

$ 190,000

Interest expense

$ 69,765

$ 84,801

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Commitments and Contingencies (Operating Leases) (Details) (USD $)	Mar. 31, 2014
Year ending December 31:
2014 (Remainder of)	$ 114,125
2015	170,500
2016	187,550
2017	206,305
2018 and there after	146,410
Total minimum lease payments	$ 824,890

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Income Taxes (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014
Income Taxes Narrative Details
Unrecognized tax benefits	$ 0
Income tax rate	0.00%

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Restructuring Activities (Narrative) (Details) (USD $)

3 Months Ended

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

Favrille

Mar. 31, 2014

Creditor Plan

Restructuring and Related Activities, Description

From May 29, 2008 to November 7, 2008, Favrille, Inc. 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 Favrille employees amounted to $1,682,416. On January 27, 2009, immediately prior to the Merger, as part of the 9,999,992 warrants issued to creditors, we issued warrants as settlement of $985,020 of these amounts. In addition, we signed promissory notes with certain former executives totaling $76,783.

As of March 31, 2014, the total remaining severance liabilities amounted to $620,613, which is reflected as severance liability on the accompanying consolidated balance sheets. This consists of $571,362 payable to former non- executive employees 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, we entered into a series of settlement agreements with certain vendors of Favrille pursuant to the Creditor Plan, pursuant to which we settled $302,982 of its outstanding accounts payable for an aggregate settlement amount of $214,402, including promissory notes of $139,355.

Number of employees terminated

142

Severance liability relating to former Favrille employees at merger date

$ 1,682,416

Warrants issued as settlement of severance liability

985,020

Promissory notes with certain former executives

76,783

Severance liabilty payable to former non-executive employees in 18 monthly installments starting on July 27, 2009

571,362

Estimated payroll tax on severance liabilty

49,251

Total remaining severance liability

620,613

620,613

620,613

Amount settled under creditor plan

302,982

Accounts payable settled

214,402

Promissory notes settled

$ 139,355

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Commitments and Contingencies (Capital Leases) (Details) (USD $)	Mar. 31, 2014
Year ending December31:
2014 (Remainder of)	$ 12,124
2015	3,522
Total minimum lease payments	$ 15,646

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Commitments and Contingencies (Leases Narrative) (Details) (USD $)

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Rent expense

$ 33,000

$ 30,503

September 2010 Lease

Operating lease description

Effective September 1, 2013, we renewed our lease for office space in Los Angeles, California with a term through August 31, 2018. The lease currently requires a monthly payment of $11,000.

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

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

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

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

On June 22, 2012, we and The RHL Group entered into a Sixth Amended and Restated Promissory Note (the "Sixth Amended Note"). The Sixth Amended Note amended and restated the Fifth Amended Note by extending the maturity date of the Existing Note for one year to April 29, 2013 based on the original maturity date of the Fifth Amended Note of April 29, 2012. The Sixth Amended Note did not materially alter the terms of the Fifth Amended Note other than for the fact that there were no loan origination fees charged by The RHL Group on this renewal. In connection with the Sixth Amended Note, we issued The RHL Group warrants to purchase 2,852,200 shares of our common stock at $0.02 per share. Such warrants are fully vested and are exercisable either in cash or on a cashless basis at any time prior to the fifth anniversary of the date of issuance.

On July 30, 2012, we and The RHL Group entered into a Seventh Amended and Restated Promissory Note (the "Seventh Amended Note") which amended and restated the Sixth Amended and Restated Note. The Seventh Amended Note amends and restates the Sixth Amended Note and together with its predecessor notes, the "Credit Facility" or the "Line of Credit"), by: (i) increasing the amount available under the Credit Facility from $3,000,000 to $4,500,000 to accommodate the additional financing needs of us and/or MMR Inc.; and (ii) granting The RHL Group the right to convert, at any time following the date of the Seventh Amended Note, up to an aggregate of $500,000 in outstanding principal of the Credit Facility into shares of our Common Stock at a conversion price of $0.02 per share. The amendment retained the maturity date of the Sixth Amended Note which was set to mature on April 29, 2013. There were no loan origination fees charged by, or warrants issued to, The RHL Group with respect to the Seventh Amended Note. Except as set forth above, the Seventh Amended Note does not materially altered the terms of the Sixth Amended Note.

On August 13, 2013, we and The RHL Group entered into an Eighth Amended and Restated Promissory Note (the "Amended Note"), effective as of August 13, 2013. The Amended Note amends and restates that certain Seventh Amended Note entered into between the foregoing parties, effective April 29, 2013 (the "Existing Note" and together with its predecessor notes and the Amended Note, the "Credit Facility"), by: (i) extending the maturity date to April 29, 2014; (ii) requiring a $1,000 per month minimum payment. In connection with the Eighth Amended Note, we issued The RHL Group warrants to purchase 2,852,200 shares of our common stock at $0.04 per share. Except as set forth above, the Amended Note does not materially alter the terms of the Existing Note.

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

The Eighth Amended Note had a balance of $1.51 million at March 31, 2014. The components of the Eight Amended Note and the related balance sheet presentation as of March 31, 2014 are as follows: $0.97 million, which is included in the line of credit, related party; and $0.54 million for other obligations due to The RHL Group, which is included in related party payables.

Total interest expense on the Line of Credit for the three months ended March 31, 2014 and 2013 amounted to $35,112 and $36,551, respectively. The unpaid interest balances as of March 31, 2014 and December 31, 2013 were $18,493 and $24,049, respectively.

In conjunction with the Eighth Amended Note, we were required to maintain certain financial covenants, including the requirement that we have at least $200,000 of cash in our bank accounts or such other amount as necessary to maintain operations through the subsequent thirty (30) days and timely pay any obligations due respecting payroll and all associated payroll taxes on and after March 31, 2014. Since we did not meet these covenants as of March 31, 2014, we received a waiver from The RHL Group until May 31, 2014.

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Commitments and Contingencies (Guarantees Provided To The Company Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014
Guarantee provided by The RHL Group
Date of guarantee	2011-05-06
Amount of guarantee	$ 250,000
Warrants granted	625,000
Warrant price per share	$ 0.046
Shares granted	125,000
Share price per share	$ 0.046
Guarantee provided by Robert H. Lorsch of February 17, 2012
Date of guarantee	2012-02-17
Amount of guarantee	150,000
Guarantee provided by Robert H. Lorsch of March 5, 2012
Amount of guarantee	25,000
Guarantee Provided The RHL Group July 31 2012
Date of guarantee	2012-07-31
Amount of guarantee	$ 1,014,629
Warrants granted	3,055,432
Warrant price per share	$ 0.02

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Equity Issuances (Warrants) (Narrative) (Details)

3 Months Ended

Mar. 31, 2014

March 4 2014

Number of warrants granted

500,000

Exercise price, per share

0.06

Title of Warrants Outstanding

On March 4, 2014, we granted an unrelated third party a warrant to purchase 500,000 shares of our common stock. This warrant vests immediately and has an exercise price of $0.06 per share, and an expiration date of February 28, 2015.

March 4 2014 B

Number of warrants granted

500,000

Exercise price, per share

0.10

Title of Warrants Outstanding

On March 4, 2014, we granted an unrelated third party a warrant to purchase 500,000 shares of our common stock. This warrant vests upon three successful Hospital Sign up of MMR Patient View Portal and has an exercise price of $0.10 per share, and an expiration date of February 28, 2015.

March 4 2014 C

Number of warrants granted

250,000

Exercise price, per share

0.06

Title of Warrants Outstanding

On March 4, 2014, we granted an unrelated third party a warrant to purchase 250,000 shares of our common stock. This warrant vests in six months and has an exercise price of $0.06 per share, and an expiration date of March 4, 2016.

March 27 2014

Number of warrants granted

250,000

Exercise price, per share

0.06

Title of Warrants Outstanding

On March 27, 2014, we granted an unrelated third party a warrant to purchase 250,000 shares of our common stock. This warrant vests in one year and has an exercise price of $0.06 per share, and an expiration date of March 27, 2019.

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Consolidated Balance Sheets (USD $)	Mar. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 103,985	$ 10,359
Accounts receivable, less allowances of $345,692 in 2014 and 2013	100,802	146,298
Inventory	65,238	65,238
Prepaid expenses and other current assets	139,371	154,637
Total current assets	409,396	376,532
Long-term investments:
Investment in equity securities, cost method	87,500	87,500
Total long-term investments	87,500	87,500
Property and equipment, net	34,596	38,393
Intangible assets, net	1,703,465	1,670,033
Total assets	2,234,957	2,172,458
Current liabilities:
Line of credit, related party	973,989	979,545
Related party payables	1,337,710	1,147,697
Compensation payable	496,597	402,079
Severance liability	620,613	620,613
Accounts payable and accrued expenses	5,364,333	5,264,527
Deferred revenue	59,220	61,211
Convertible notes payable, net	860,980	981,215
Notes payable, current portion	382,086	375,343
Notes payable, related party	196,921	196,921
Capital leases payable, current portion	12,124	13,336
Total current liabilities	10,304,573	10,042,487
Capital leases payable, less current portion	3,522	3,522
Total liabilities	10,308,095	10,046,009
Commitments and contingencies (See Note 9)
Stockholders' deficit:
Preferred stock - $0.001 per value, 5,000,000 shares authorized, 0 issued and outstanding.
Common stock, $0.001 par value, 1,250,000,000 shares authorized, 724,577,782 and 684,367,465 shares issued and outstanding as of March 31, 2014 and December 31, 2013, respectively	724,371	684,536
Additional paid-in capital	54,625,891	53,215,960
Accumulated deficit	(63,423,400)	(61,774,047)
Total stockholders' deficit	(8,073,138)	(7,873,551)
Total liabilities and stockholders' deficit	$ 2,234,957	$ 2,172,458

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Related Party Transactions (Narrative) (Details) (USD $)

3 Months Ended

3 Months Ended

3 Months Ended

3 Months Ended

12 Months Ended

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

The RHL Group, Inc.

Mar. 31, 2014

Bernard Stolar

Mar. 31, 2013

Bernard Stolar

Dec. 31, 2013

Bernard Stolar

Mar. 31, 2014

Hector Barreto

Mar. 31, 2013

Hector Barreto

Mar. 31, 2014

Jack Zwissig

Mar. 31, 2013

Jack Zwissig

Dec. 31, 2013

Jack Zwissig

Mar. 31, 2014

Significant Vendor

Mar. 31, 2013

Significant Vendor

Dec. 31, 2013

Significant Vendor

Mar. 31, 2014

E-Mail Frequency, LLC

Mar. 31, 2013

E-Mail Frequency, LLC

Mar. 31, 2014

David Loftus

Dec. 31, 2009

David Loftus

Dec. 31, 2013

David Loftus

Nature of Common Ownership or Management Control Relationships

Our Chairman and Chief Executive Officer, Robert H. Lorsch, is also the Chief Executive Officer of The RHL Group, Inc. and has full voting power over all of the capital stock of The RHL Group, Inc. Mr. Lorsch directly and indirectly through The RHL Group, Inc., beneficially owns approximately 13.4% our total outstanding voting stock. The RHL Group, Inc. has loaned us money pursuant to the Eight Amended Note and all predecessor notes. See Note 3 - Related Party Note Payable above.

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

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

We incurred $12,500 during the three months ended March 31, 2014 and 2013, toward marketing consulting services from Bernard Stolar, a director. We included $128,000 and $109,756 in related party payables as of March 31, 2014 and December 31, 2013, respectively, in connection with these services.

We also incurred $0 and $12,500 during the three months ended March 31, 2014 and 2013, respectively, toward marketing consulting services from Hector Barreto, a former director and member of our Advisory Board. Mr. Barreto ceased to be a related party upon his departure from the Board of Directors on September 30, 2011.

We also incurred $0 during the three months ended March 31, 2014 and 2013, for consulting services from Jack Zwissig, a director. We included in related party payables as of March 31, 2014 and December 31, 2013 of $33,983 and $28,983, respectively, in connection with these services.

We contract with a significant vendor for the development and maintenance of the software applications necessary to run our MyMedicalRecords PHR, MyEsafeDepositBox and MMRPro products. Our outside developer supports our software development needs through a team of software engineers, programmers, quality control personnel and testers, who work with our internal product development team on all aspects of application development, design, integration and support of our products. This vendor is also a stockholder. For the three months ended March 31, 2014 and 2013, the total expenses relating to this stockholder amounted to $30,000 and $30,000, respectively. As of March 31, 2014 and December 31, 2013, the total amounts due to the stockholder and included in related party payables amounted to $376,800 and $396,800, respectively.

On September 15, 2009, we entered into a five year agreement with E-Mail Frequency, LLC and David Loftus, managing partner of E-Mail Frequency, LLC, a significant stockholder of the Company. We license an existing 80 million person direct marketing database (the "Database") of street addresses, cellular phone numbers, e-mail addresses and other comprehensive data with E-Mail Frequency. The agreement allows us to market, through the use of the Database, our MyMedicalRecords PHR, MyEsafeDepositBox virtual vault, and MMRPro document management system to physicians and their patients. Under the terms of the Agreement, we paid $250,000 to David Loftus as a one-time consulting fee in the form of 2,777,778 shares of our common stock. We recorded the $250,000 one-time licensee fee as a prepaid consulting fee. Amortization expense for the three months ended March 31, 2014 and 2013 was $12,500. In addition, we incurred a total of $0 and $6,863 during the three months ended March 31, 2014 and 2013, respectively, toward convertible notes interest to Mr. Loftus. We included in related party payables at March 31, 2014 and December 31, 2013 of $64,615 and $64,615, respectively. Furthermore, On July 19, 2011, we entered into a 6% Convertible Promissory Note with Mr. Loftus for a principal amount of $157,422 and warrants to purchase our common stock. Effective September 1, 2011, we signed and Amendment to the Agreement dated September 15, 2009 to provide licensor a non-exclusive right to target, market and sell into the Employee Benefits market.

On September 15, 2009, we entered into a five year agreement with E-Mail Frequency, LLC and David Loftus, managing partner of E-Mail Frequency, LLC, who is also a significant stockholder of ours. We license an existing 80 million person direct marketing database (the "Database") of street addresses, cellular phone numbers, e-mail addresses and other comprehensive data with E-Mail Frequency. The agreement allows us to market, through the use of the Database, our MyMedicalRecords PHR, MyEsafeDepositBox virtual vault, and MMRPro document management system to physicians and their patients. Under the terms of the Agreement, we paid $250,000 to David Loftus as a one-time consulting fee in the form of 2,777,778 shares of our common stock. We recorded the $250,000 one-time licensee fee as a prepaid consulting fee and included in the prepaid expenses and other current assets as of December 31, 2009, less amortization of $12,500 included in operating expensed for the year ended December 31, 2009. Amortization expense for the three months ended September 30, 2013 and 2012 was $12,500, and amortization expense for the nine months ended September 30, 2013 and 2012 was $37,500. In addition, we incurred a total of $0 and $7,015 during the three months ended September 30, 2013 and 2012, respectively, and we incurred a total of $15,020 and $20,893 during the nine months ended September 30, 2013 and 2012, respectively, toward convertible notes interest to Mr. Loftus. We included in related party payables at September 30, 2013 and December 31, 2012 of $69,595 and $49,595, respectively. Furthermore, Mr. Loftus is a value-added-reseller of MMRPro systems. We recognized $14,808 and $87,000 in revenue from E-Mail Frequency for the sale of MMRPro systems, during 2013 and 2012, respectively. Furthermore, on January 6, 2010, we entered into 12% Convertible Promissory Notes with Mr. Loftus for a principal amount totaling $400,000 and warrants to purchase our common stock, which Mr. Loftus immediately converted both into shares of our common stock, for a total 8,860,606 shares of our common stock. On July 26, 2010 and September 21, 2010, we entered into 6% Convertible Promissory Notes with Mr. Loftus for a total principal amount of $450,000 and warrants to purchase the our common stock. On April 15, 2011, we entered into a 6% Convertible Promissory Note with Mr. Loftus for a principal amount of $156,436 and warrants to purchase our common stock. On July 19, 2011, we entered into a 6% Convertible Promissory Note with Mr. Loftus for a principal amount of $157,422 and warrants to purchase our common stock. Effective September 1, 2011, we signed and Amendment to the Agreement dated September 15, 2009 to provide licensor a non-exclusive right to target, market and sell into the Employee Benefits market.

Related Party Transaction, Expenses from Transactions with Related Party

$ 12,500

$ 12,500

$ 0

$ 12,500

$ 0

$ 0

$ 30,000

$ 30,000

$ 0

$ 6,863

Related party payables

1,337,710

1,147,697

128,000

109,756

33,983

28,983

376,800

396,800

64,615

64,615

Shares issued for services, related party, shares

2,777,778

Shares issued for services, related party, amount

250,000

Amortization of licensee fee

$ 12,500

$ 12,500

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NATURE OF OPERATIONS AND BASIS OF PRESENTATION - Note 1

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

NATURE OF OPERATIONS AND BASIS OF PRESENTATION - Note 1

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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

Through our wholly-owned operating subsidiary MMR Inc., the Company's primary business is to license and provide secure and easy-to-use online Personal Health Records ("PHR") and MyEsafeDepositBox storage solutions, serving consumers, healthcare professionals, retailers, employers, insurance companies, financial institutions, and professional organizations and affinity groups. Our PHR, marketed both directly via our website at www.mymedicalrecords.com and through private-label services, enables individuals and families to access their medical records and other important documents, such as birth certificates, passports, insurance policies and wills, anytime from anywhere using an Internet-connected device.

The MyMedicalRecords PHR products and services are built on proprietary, globally patented and patent-pending technologies to allow data, documents, images and voicemail messages to be transmitted and stored in the system using a variety of methods, including fax, phone, file upload, and discrete data transfers in HL7, XML or other formats using APIs and without relying on any specific electronic medical record platform to populate a user's account. We also offer the MyEsafeDepositBox service which provides secure online storage for vital financial, legal and insurance documents in addition to medical records using the same patented technologies that drive the MyMedicalRecords PHR service.

Our professional offering, MMRPro, is an end-to-end electronic document management and imaging system designed to give physicians' offices, community hospitals and surgery centers, and other organizations an easy and cost-effective solution to digitizing paper-based medical records and sharing them with patients in a timely manner through an integrated patient portal, MMRPatientView. The MMR Stimulus Program is offered with the MMRPro product offerings to help healthcare professionals recoup some or all of the cost of digital conversion of patient charts when they upgrade patients from the free MMRPatientView portal to a full-featured MyMedicalRecords PHR. In addition, in January 2009, as a result of the Merger, we acquired biotech assets and other intellectual property including anti-CD20 antibodies and data and samples from the FavId™/Specifid™ vaccine clinical trials for the treatment of B-cell Non- Hodgkin's lymphoma.

Notwithstanding the Company's focus on its primary business of licensing and selling its online Personal Health Record products services and professional document imaging and management systems, the Company has also successfully initiated a licensing program of its legacy biotech assets while continuing successful prosecution of the Company's Health Information Technology and biotech patents and other IP.

Since 2005, MMR Inc. began filing for patent protection for its health IT products and services. Our health IT patent portfolio, through the recent quarter includes eight U.S. patents (with over 200 issued claims), 20 pending U.S. patent applications (with over 400 claims), seven international patents including two in Australia with others in New Zealand, Singapore, Japan, Canada and Mexico, and 15 other pending patent applications in foreign countries. These patents give us a unique marketplace position in Personal Health Records, being well- positioned to benefit from the growth in health IT globally. The full term of our health IT patents will not expire until September 12, 2025 or after. We also own a portfolio of biotech patents which MMR acquired from the Merger with Favrille which include, but are not limited to, data from our pre-Merger clinical vaccine trials, the FavId™/Specifid™ vaccine, and the anti-CD20 antibodies. As a result of the issuance of these patents, our business is evolving to include both an operating entity and a licensor of intellectual property.

On March 8, 2011, we formed a subsidiary, which we named MMR Life Sciences Group, Inc., exclusively to maximize the value of our biotech assets including our patents, anti-CD 20 antibodies, and FavId vaccine technologies acquired by MyMedicalRecords, Inc. through the merger with Favrille. As of this date the assets have not been transferred to the subsidiary.

We (formerly Favrille) were incorporated in Delaware in 2000, MMR Inc. was incorporated in Delaware in 2005, and both are headquartered in Los Angeles, CA.

Principles of Consolidation

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

Basis of Presentation

We have prepared the accompanying consolidated unaudited financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial statements and with instructions to Form 10-Q pursuant to the rules and regulations of Securities and Exchange Act of 1934, as amended, or the Exchange Act and Article 8-03 of Regulation S-X promulgated under the Exchange Act. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, we have included all adjustments considered necessary (consisting of normal recurring adjustments) for a fair presentation. Operating results for the three months ended March 31, 2014 are not indicative of the results that may be expected for the fiscal year ending December 31, 2014. You should read these unaudited condensed consolidated financial statements in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013.

Going Concern and Management's Plan

As of March 31, 2014, our current liabilities exceeded our current assets by $9.90 million. Furthermore, during the three months ended March 31, 2014, we incurred losses of $1.65 million, as further explained in Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in Item 2 of Part I of this Quarterly Report on Form 10-Q.

At March 31, 2014 and December 31, 2013, we had $103,985 and $10,359, respectively, in cash and cash equivalents. Historically, we issued capital stock, sold convertible debt and equity securities and received funds from The RHL Group, Inc. (a significant stockholder that is wholly-owned by our Chairman and Chief Executive Officer, Robert H. Lorsch) to operate our business. Although we received additional funding from The RHL Group pursuant to the Eighth Amended and Restated Note effective August 13, 2013 (the "Line of Credit"), we will still be required to obtain additional financing in order to meet installment payment obligations and the previously existing obligations under the Line of Credit, which had a balance of $1.51 million at March 31, 2014 and a total Unpaid Balance (as defined in the Line of Credit) of $2.78 million, which includes amounts borrowed under the Line of Credit, unpaid interest fees, any amounts guaranteed by The RHL Group, and other obligations due the RHL Group pursuant to the terms of the Eighth Amended and Restated Note and the First Amended Security Agreement dated June 26, 2012 (the "Security Agreement"). As a result of the above, we express uncertainty about our ability to continue as a going concern. The components of the RHL Group Note payable and the related balance sheet presentation as of March 31, 2014 are as follows: $0.97 million, which is included in the line of credit, related party; and $0.54 million related to other obligations due to The RHL Group which are included in related party payables.

Management's plan regarding our going concern is to continue utilizing the Line of Credit. At March 31, 2014, there was approximately $1.72 million available under the Line of Credit. Furthermore, we plan to utilize portions of our standby equity facility with Granite State Capital LLC ("Granite") as needed. Finally, we plan to sell additional convertible debt and equity securities, settle our existing liabilities through the issuance of equity securities, explore other debt financing arrangements, increase our existing subscriber and affiliate customer base, sell our products and services, and collect licensing fees from parties utilizing our intellectual property 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 of ownership of our stockholders will be reduced, stockholders will experience additional dilution and/or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock. If we are unable to utilize our Line of Credit, our equity facility with Granite, obtain suitable alternative debt or equity financing, or increase sales of our products of increase licensing fees from the use of our intellectual property, our ability to execute our business plan and continue as a going concern may be adversely affected.

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

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Equity Issuances (Stock Option and Warrant Expense Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Equity Issuances Stock Option And Warrant Expense Narrative Details
Stock option expense	$ 69,961	$ 63,532
Warrant expense	$ 38,721	$ 24,645

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NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2014

Notes Payable Tables

Notes Payable

Notes payable consisted of the following:

		March 31,		December 31,
		2014		2013
Promissory notes payable due to the former officers of MMRGlobal as part of severance packages, due in full on August 31, 2009 with no stated interest	$	76,783	$	76,783
Promissory notes payable due to the former officers of MMRGlobal pursuant to the Resignation and Post-Merger Employment Arrangement, due in full on August 31, 2009 with no stated interest		25,444		25,444
Promissory notes payable due to vendors relating to settlement of certain outstanding accounts payable, payable in 18 equal monthly installments commencing on July 27, 2009 and ending on January 27, 2011, with no stated interest		223,116		223,116
Short term loan due to a third-party with no stated interest		56,743		50,000
		382,086		375,343
Less: current portion		(382,086)		(375,343)
Notes payable, less current portion	$	-	$	-
Short term loan due to a related-party, payable in full on January 2, 2014 with 12% interest	$	196,921	$	196,921
Notes payable related party, current portion		196,921		196,921
Less: current portion		(196,921)		(196,921)
Notes payable related party, less current portion	$	-	$	-

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Equity Issuances (Summary Of Warrant Activity) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014
Equity Issuances Summary Of Warrant Activity Details
Warrants outstanding at December 31, 2013	88,571,841
Granted	1,500,000
Exercised	0
Cancelled	(12,099,992)
Warrants outstanding at March 31, 2014	77,971,849
Warrants exercisable at March 31, 2014	67,671,849
Weighted-average exercise price, beginning balance	$ 0.07
Weighted-average exercise price, granted	$ 0.07
Weighted-average exercise price, exercised during period	$ 0
Weighted-average exercise price, cancelled during period	$ 0.11
Weighted-average exercise price, ending balance	$ 0.07
Warrants exercisable, weighted average exercise price	$ 0.07

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Accounting Policies (Intangible Assets and Impairments) (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Accounting Policies Intangible Assets And Impairments Narrative Details
Impairment charges	$ 0	$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Note 2

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Note 2

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) MANAGEMENT'S USE OF ESTIMATES

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

(b) CASH AND CASH EQUIVALENTS

We consider cash equivalents to be only those investments that are highly liquid, readily convertible to cash and with maturities of 90 days or less at the purchase date. We maintain our cash in bank deposit accounts that, at times, may exceed federally insured limits. We have not experienced any losses in such accounts and believe that we are not exposed to any significant credit or deposit risk on our cash. We had cash and cash equivalents of $103,985 and $10,359 as of March 31, 2014 and December 31, 2013, respectively.

(c) TRADE AND OTHER RECEIVABLES

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

(d) COST METHOD INVESTMENT

We account for our long term investments in accordance with ASC 325-20. We hold a minority equity investment in a private company, which is recorded as Investment in equity securities. This investment is accounted for under the cost method of accounting as we own less than 20% of the voting equity and only have the ability to exercise nominal, not significant, influence over the investee. We monitor this investment for impairment and make appropriate reductions in carrying value if necessary.

(e) INVENTORY

Inventory is stated at the actual cost, using the first-in, first-out method. On an on-going basis, we evaluate our inventory for obsolescence. This evaluation includes analysis of sales levels, sales projections, and purchases by item. If future demand or market conditions are different than our current estimates, an inventory adjustment may be required, and would be reflected in cost of goods sold in the period the revision is made.

(f) FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC 820-10, Fair Value Measurements and Disclosures, requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of March 31, 2014 and December 31, 2013, the carrying value of accounts receivable, deposits, related party payables, compensation payable, severance liabilities, and accounts payable and accrued expenses approximates fair value due to the short-term nature of such instruments. The carrying value of short-term debt approximates fair value as the related interest rates approximate rates currently available to us.

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

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

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

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

(g) IMPAIRMENT OF LONG-LIVED ASSETS AND INTANGIBLES

We account for long-lived assets, which include property and equipment and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with ASC 350-30. ASC 350-30 requires that we review long-lived assets for impairment whenever events or changes in circumstances indicate that we may not recover the carrying amount of an asset. We measure recoverability by comparing the carrying amount of an asset to the expected future undiscounted net cash flows generated by the asset. If we determine that the asset may not be recoverable, or if the carrying amount of an asset exceeds its estimated future undiscounted cash flows, we recognize an impairment charge to the extent of the difference between the fair value and the asset's carrying amount. Our assessment of the undiscounted future cash flows indicated that the carrying amount of the long-lived and intangible assets are recoverable, therefore, we had no impairment charges during the three months ended March 31, 2014 and 2013.

(h) REVENUE RECOGNITION

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

Our subscriber revenues consist of annual and monthly recurring retail subscriptions and usage-based fees, which are primarily paid in advance by credit card, and corporate accounts that are based on either an access-fee or actual number of users, and in each case billed in advance at the beginning of each month of service. We defer the portions of annual recurring subscription fees collected in advance and recognize them on a straight line basis over the subscription period.

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

We recognize revenue on sales of our MMRPro system in accordance with ASC 605-25, Revenue Recognition, Multiple-Element Arrangements. We have also adopted Accounting Standards Update ("ASU") 2009-13, "Revenue Recognition (Topic 605): Multiple- Deliverable Revenue Arrangements, a consensus of the FASB Emerging Issues Task Force" effective January 1, 2010.

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

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

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

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

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

(i) SHARE-BASED COMPENSATION

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

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

We estimate the fair value of each stock option on the date of grant using the Black-Scholes option pricing model. We determine assumptions relative to volatility and anticipated forfeitures at the time of grant. We valued grants of stock options and warrants during the three months ended March 31, 2014 and 2013 using the following assumptions.

	March 31, 2014	March 31, 2013
Expected life in years	0 - 5 Years	0 - 5 Years
Stock price volatility	120.51% - 147.09%	123.47% - 124.21%
Risk free interest rate	0.12% - 0.13%	0.35% - 0.46%
Expected dividends	None	None
Forfeiture rate	0%	0%

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

(j) NET INCOME/LOSS PER SHARE

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

We excluded all potential common shares from the computation of diluted net loss per common share for the three months ended March 31, 2014 and 2013 because they were anti-dilutive due to our net loss position. Stock options, warrants and convertible notes excluded from the computation totaled 85,972,884 shares for the three months ended March 31, 2014, and 180,502,737 shares for the three months ended March 31, 2013, respectively.

(k) RECENT ACCOUNTING PRONOUNCEMENTS

During July 2012, FASB issued ASU no. 2012-02, "Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment". Under the amendments in Update 2012-02, entities have the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Subtopic 350-30. The amendments in this Update are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of this standard did not have a material impact on our financial statements.

XML

Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Current assets:
Allowances	$ 345,692	$ 345,692
Stockholders' deficit:
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,250,000,000	1,250,000,000
Common stock, shares issued	724,577,782	684,367,465
Common stock, shares outstanding	724,577,782	684,367,465

XML

SUBSEQUENT EVENTS - Note 12

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

SUBSEQUENT EVENTS - Note 12

NOTE 12 - SUBSEQUENT EVENTS

We have evaluated subsequent events of our condensed consolidated financial statements. There were no material subsequent events requiring additional disclosure in these financial statements.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 09, 2014
Document And Entity Information
Entity Registrant Name	MMRGlobal, Inc.
Entity Central Index Key	0001285701
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		731,018,771
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2014

XML

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

Principles of Consolidation

Principles of Consolidation

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

Basis of Presentation

Basis of Presentation

We have prepared the accompanying consolidated unaudited financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial statements and with instructions to Form 10-Q pursuant to the rules and regulations of Securities and Exchange Act of 1934, as amended, or the Exchange Act and Article 8-03 of Regulation S-X promulgated under the Exchange Act. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, we have included all adjustments considered necessary (consisting of normal recurring adjustments) for a fair presentation. Operating results for the three months ended March 31, 2014 are not indicative of the results that may be expected for the fiscal year ending December 31, 2014. You should read these unaudited condensed consolidated financial statements in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013.

Going Concern and Management's Plan

Going Concern and Management's Plan

As of March 31, 2014, our current liabilities exceeded our current assets by $9.90 million. Furthermore, during the three months ended March 31, 2014, we incurred losses of $1.65 million, as further explained in Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in Item 2 of Part I of this Quarterly Report on Form 10-Q.

At March 31, 2014 and December 31, 2013, we had $103,985 and $10,359, respectively, in cash and cash equivalents. Historically, we issued capital stock, sold convertible debt and equity securities and received funds from The RHL Group, Inc. (a significant stockholder that is wholly-owned by our Chairman and Chief Executive Officer, Robert H. Lorsch) to operate our business. Although we received additional funding from The RHL Group pursuant to the Eighth Amended and Restated Note effective August 13, 2013 (the "Line of Credit"), we will still be required to obtain additional financing in order to meet installment payment obligations and the previously existing obligations under the Line of Credit, which had a balance of $1.51 million at March 31, 2014 and a total Unpaid Balance (as defined in the Line of Credit) of $2.78 million, which includes amounts borrowed under the Line of Credit, unpaid interest fees, any amounts guaranteed by The RHL Group, and other obligations due the RHL Group pursuant to the terms of the Eighth Amended and Restated Note and the First Amended Security Agreement dated June 26, 2012 (the "Security Agreement"). As a result of the above, we express uncertainty about our ability to continue as a going concern. The components of the RHL Group Note payable and the related balance sheet presentation as of March 31, 2014 are as follows: $0.97 million, which is included in the line of credit, related party; and $0.54 million related to other obligations due to The RHL Group which are included in related party payables.

Management's plan regarding our going concern is to continue utilizing the Line of Credit. At March 31, 2014, there was approximately $1.72 million available under the Line of Credit. Furthermore, we plan to utilize portions of our standby equity facility with Granite State Capital LLC ("Granite") as needed. Finally, we plan to sell additional convertible debt and equity securities, settle our existing liabilities through the issuance of equity securities, explore other debt financing arrangements, increase our existing subscriber and affiliate customer base, sell our products and services, and collect licensing fees from parties utilizing our intellectual property 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 of ownership of our stockholders will be reduced, stockholders will experience additional dilution and/or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock. If we are unable to utilize our Line of Credit, our equity facility with Granite, obtain suitable alternative debt or equity financing, or increase sales of our products of increase licensing fees from the use of our intellectual property, our ability to execute our business plan and continue as a going concern may be adversely affected.

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

Management's Use of Estimates

(a) MANAGEMENT'S USE OF ESTIMATES

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

Cash and Cash Equivalents

(b) CASH AND CASH EQUIVALENTS

We consider cash equivalents to be only those investments that are highly liquid, readily convertible to cash and with maturities of 90 days or less at the purchase date. We maintain our cash in bank deposit accounts that, at times, may exceed federally insured limits. We have not experienced any losses in such accounts and believe that we are not exposed to any significant credit or deposit risk on our cash. We had cash and cash equivalents of $103,985 and $10,359 as of March 31, 2014 and December 31, 2013, respectively.

Trade and Other Receivables

(c) TRADE AND OTHER RECEIVABLES

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

Investment

(d) INVESTMENT

We account for our long term investments in accordance with ASC 325-20. We hold a minority equity investment in a private company, which is recorded as Investment in equity securities. This investment is accounted for under the cost method of accounting as we own less than 20% of the voting equity and only have the ability to exercise nominal, not significant, influence over the investee. We monitor this investment for impairment and make appropriate reductions in carrying value if necessary.

Inventory

(e) INVENTORY

Inventory is stated at the actual cost, using the first-in, first-out method. On an on-going basis, we evaluate our inventory for obsolescence. This evaluation includes analysis of sales levels, sales projections, and purchases by item. If future demand or market conditions are different than our current estimates, an inventory adjustment may be required, and would be reflected in cost of goods sold in the period the revision is made.

Fair Value of Financial Instruments

(f) FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC 820-10, Fair Value Measurements and Disclosures, requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of March 31, 2014 and December 31, 2013, the carrying value of accounts receivable, deposits, related party payables, compensation payable, severance liabilities, and accounts payable and accrued expenses approximates fair value due to the short-term nature of such instruments. The carrying value of short-term debt approximates fair value as the related interest rates approximate rates currently available to us.

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

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

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

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

Impairment of Long-Lived Assets and Intangibles

(g) IMPAIRMENT OF LONG-LIVED ASSETS AND INTANGIBLES

We account for long-lived assets, which include property and equipment and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with ASC 350-30. ASC 350-30 requires that we review long-lived assets for impairment whenever events or changes in circumstances indicate that we may not recover the carrying amount of an asset. We measure recoverability by comparing the carrying amount of an asset to the expected future undiscounted net cash flows generated by the asset. If we determine that the asset may not be recoverable, or if the carrying amount of an asset exceeds its estimated future undiscounted cash flows, we recognize an impairment charge to the extent of the difference between the fair value and the asset's carrying amount. Our assessment of the undiscounted future cash flows indicated that the carrying amount of the long-lived and intangible assets are recoverable, therefore, we had no impairment charges during the three months ended March 31, 2014 and 2013.

Revenue Recognition

(h) REVENUE RECOGNITION

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

Our subscriber revenues consist of annual and monthly recurring retail subscriptions and usage-based fees, which are primarily paid in advance by credit card, and corporate accounts that are based on either an access-fee or actual number of users, and in each case billed in advance at the beginning of each month of service. We defer the portions of annual recurring subscription fees collected in advance and recognize them on a straight line basis over the subscription period.

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

We recognize revenue on sales of our MMRPro system in accordance with ASC 605-25, Revenue Recognition, Multiple-Element Arrangements. We have also adopted Accounting Standards Update ("ASU") 2009-13, "Revenue Recognition (Topic 605): Multiple- Deliverable Revenue Arrangements, a consensus of the FASB Emerging Issues Task Force" effective January 1, 2010.

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

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

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

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

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

Shared-Based Compensation

(i) SHARE-BASED COMPENSATION

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

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

We estimate the fair value of each stock option on the date of grant using the Black-Scholes option pricing model. We determine assumptions relative to volatility and anticipated forfeitures at the time of grant. We valued grants of stock options and warrants during the three months ended March 31, 2014 and 2013 using the following assumptions.

	March 31, 2014	March 31, 2013
Expected life in years	0 - 5 Years	0 - 5 Years
Stock price volatility	120.51% - 147.09%	123.47% - 124.21%
Risk free interest rate	0.12% - 0.13%	0.35% - 0.46%
Expected dividends	None	None
Forfeiture rate	0%	0%

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

Net Income/Loss Per Share

(j) NET INCOME/LOSS PER SHARE

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

We excluded all potential common shares from the computation of diluted net loss per common share for the three months ended March 31, 2014 and 2013 because they were anti-dilutive due to our net loss position. Stock options, warrants and convertible notes excluded from the computation totaled 85,972,884 shares for the three months ended March 31, 2014, and 180,502,737 shares for the three months ended March 31, 2013, respectively.

Recent Accounting Pronouncements

(k) RECENT ACCOUNTING PRONOUNCEMENTS

During July 2012, FASB issued ASU no. 2012-02, "Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment". Under the amendments in Update 2012-02, entities have the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Subtopic 350-30. The amendments in this Update are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of this standard did not have a material impact on our financial statements.

Income Taxes

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

Pursuant to ASC 740, Income Taxes, we performed an analysis of previous tax filings and determined that there were no positions taken that it considered uncertain. Therefore, there were no unrecognized tax benefits as of March 31, 2014.

MMR Inc., in its capacity as the operating company taking over our income tax positions in addition to its own positions after January 27, 2009 (see Note 1), has estimated its annual effective tax rate to be zero. MMRGlobal has based this on an expectation that the combined entity will generate net operating losses in 2013, and it is not likely that those losses will be recovered using future taxable income. Therefore, no provision for income tax has been recorded as of and for the three months ended March 31, 2014.

XML

Consolidated Statements of Operations (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Revenues
Subscriber	$ 29,763	$ 25,380
MMR Pro	7,569	32,238
License fees	448,162	3,000
Other income	0	61,410
Total revenues	485,494	122,028
Cost of revenues	98,401	26,143
Gross profit	387,093	95,885
General and administrative expenses	1,429,980	889,562
Sales and marketing expenses	468,730	559,023
Technology development	24,783	23,973
Loss from operations	(1,536,400)	(1,376,673)
Interest and other finance charges, net	(112,952)	(135,148)
Net loss	$ (1,649,352)	$ (1,511,821)
Net loss per share:
Basic and diluted	$ 0.00	$ 0.00
Weighted average common shares outstanding:
Basic and diluted	706,347,012	544,838,595

XML

EQUITY ISSUANCES - Note 7

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

EQUITY ISSUANCES - Note 7

NOTE 7 - EQUITY ISSUANCES

Stock Option Activity

Our 2001 Equity Incentive Plan (the "2001 Plan") expired on June 5, 2011 and no options were issued under the 2001 Plan since that date. As of March 31, 2014, 17,734,557 shares remain issued under the 2001 Plan.

On September 1, 2011, our Board of Directors approved the adoption of a new plan to replace the 2001 Plan under the same general terms as the 2001 Plan. On June 20, 2012, our stockholders voted and approved the 2011 Equity Incentive Plan (the " 2011 Plan") at our 2012 Annual Stockholder Meeting. As of March 31, 2014, 22.16 million shares remain issued under the 2011 Plan, and 39.84 million shares of our common stock are reserved for future issuance under our 2011 Plan, which includes an automatic 5 million share annual increase pursuant to the terms of the 2011 Plan and a 20 million share increase authorized during our 2013 Annual Stockholder's Meeting.

A summary of option activity for the three months ended March 31, 2014 is presented below. Options granted by MMR Inc. prior to the date of the Merger have been retroactively restated to reflect the conversion ratio of MMR Inc. to MMR shares.

				Weighted-
				Average
			Weighted-	Remaining
			Average	Contractual		Aggregate
			Exercise	Life		Intrinsic
	Options		Price	(Years)		Value
Outstanding at December 31, 2013	39,891,722	$	0.10	5.08	$	-
Granted	-	$	-	-	$	-
Exercised	-	$	-	-	$	-
Cancelled	-	$	-	-	$	-
Outstanding at March 31, 2014 (Unaudited)	39,891,722	$	0.10	4.83	$	-
Vested and expected to vest
at March 31, 2014 (Unaudited)	39,891,722	$	0.10	4.83	$	-
Exercisable at March 31, 2014 (Unaudited)	33,941,722	$	0.09	4.35	$	-

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.

Total stock option expenses recorded during the three months ended March 31, 2014 and 2013 were $69,961 and $63,532, respectively.

The following table summarizes information about stock options outstanding and exercisable at March 31, 2014.

		Options Outstanding				Options Exercisable
			Weighted		Weighted		Weighted		Weighted
			Average		Average		Average		Average
	Exercise	Number	Remaining		Exercise	Number	Remaining		Exercise
	Price	of Shares	Life (Years)		Price	of Shares	Life (Years)		Price
$	0.05 - 0.09	14,150,000	7.46	$	0.07	8,200,000	7.37	$	0.07
$	0.10 - 0.15	23,111,461	3.24	$	0.11	23,111,461	3.24	$	0.11
$	> 0.15	2,630,261	4.72	$	0.19	2,630,261	4.72	$	0.19
		39,891,722				33,941,722

Warrants

On March 4, 2014, we granted an unrelated third party a warrant to purchase 500,000 shares of our common stock. This warrant vests immediately and has an exercise price of $0.06 per share, and an expiration date of February 28, 2015.

On March 4, 2014, we granted an unrelated third party a warrant to purchase 500,000 shares of our common stock. This warrant vests upon three successful Hospital Sign up of MMR Patient View Portal and has an exercise price of $0.10 per share, and an expiration date of February 28, 2015.

On March 4, 2014, we granted an unrelated third party a warrant to purchase 250,000 shares of our common stock. This warrant vests in six months and has an exercise price of $0.06 per share, and an expiration date of March 4, 2016.

On March 27, 2014, we granted an unrelated third party a warrant to purchase 250,000 shares of our common stock. This warrant vests in one year and has an exercise price of $0.06 per share, and an expiration date of March 27, 2019.

A summary of the activity of our warrants for the three months ended March 31, 2014 is presented below:

			Weighted Avg
	Shares		Exercise Price
Outstanding at December 31, 2013	88,571,841	$	0.07
Granted	1,500,000	$	0.07
Exercised	-	$	-
Cancelled	(12,099,992)	$	0.11
Outstanding at March 31, 2014 (Unaudited)	77,971,849	$	0.07
Exercisable at March 31, 2014 (Unaudited)	67,671,849	$	0.07

Total warrant expenses recorded during the three months ended March 31, 2014 and 2013 were $38,721 and $24,645, respectively.

The following summarizes the total warrants outstanding and exercisable as of March 31, 2014:

	Warrants Outstanding				Warrants Exercisable
	Warrants	Weighted Avg		Weighted Avg	Warrants	Weighted Avg		Weighted Avg
Ranges	Outstanding	Remaining Life		Exercise Price	Exercisable	Remaining Life		Exercise Price
$0.03 - $0.25	77,971,849	1.98	$	0.07	67,671,849	2.06	$	0.07
	77,971,849				67,671,849

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

	March 31, 2014	March 31, 2013
Expected life in years	0 - 5 Years	0 - 5 Years
Stock price volatility	120.51% - 147.09%	123.47% - 124.21%
Risk free interest rate	0.12% - 0.13%	0.35% - 0.46%
Expected dividends	None	None
Forfeiture rate	0%	0%

Shares Issued for Services or Reduction to Liabilities

During the three months ended March 31, 2014, we issued 9,352,605 shares of common stock with a value of $342,345 to various third parties and charged the proceeds to the appropriate accounts for the following reasons:

	Three Months Ended March 31, 2014
Purpose	Shares		Value
Reduction of payables	2,757,055	$	119,498
Services provided	6,595,550	$	222,847
Totals	9,352,605	$	342,345

The 9,352,605 issued shares were not contractually restricted. However, as these shares have not been registered under the Securities Act of 1933, as amended (the "Act"), they are restricted from sale until they are registered under the Act, or qualify for resale under the rules promulgated under the Act. All such shares were issued at the trading closing price on the date of issuance and the corresponding values were calculated therefrom.

Stock Bonus Agreements

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

On each grant date, we valued the stock bonus based on the share price and the expenses were amortized using the straight line method. Total stock bonus expenses recorded during the three months ended March 31, 2014 and 2013 were $119,375 and $8,929, respectively, and are reflected in operating expenses in the accompanying consolidated statements of operations.

As of March 31, 2014, 7,000,000 shares of restricted stock previously issued remained unvested, and unrecognized compensation cost with respect to these instruments amounted to $189,000.

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STOCKHOLDERS' DEFICIT - Note 6

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

STOCKHOLDERS' DEFICIT - Note 6

NOTE 6 - STOCKHOLDERS' DEFICIT

Preferred Stock

We have 5,000,000 shares of preferred stock authorized. As of March 31, 2014, and December 31, 2013, there were no shares of preferred stock issued and outstanding.

Common Stock

As of March 31, 2014, we are authorized to issue 1,250,000,000 shares of common stock.

On May 24, 2012, we filed a registration statement on Form S-1 related to the offer and resale of up to 100,000,000 shares of our common stock by Granite. Granite has agreed to purchase all 100,000,000 shares offered sale under the registration statement, and an additional 1,000,000 shares were issued to Granite as partial consideration for the preparation of the documents related to the registration statement. Subject to the terms and conditions of the agreement with Granite, we have the right to put up to $15 million in shares of our common stock to Granite. As of March 31, 2014, the amount available under the equity line facility was $13.3 million; however, that amount could be reduced based on the market price of our stock at the time any shares are sold.

As of March 31, 2014, the total shares of our common stock issued and outstanding amounted to 724,577,782.

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Accounting Policies (Cash and Cash Equivalents) (Narrative) (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
Accounting Policies Cash And Cash Equivalents Narrative Details
Cash and cash equivalents	$ 103,985	$ 10,359	$ 70,966	$ 36,655

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SHARE-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2014

Share-Based Compensation Tables

Schedule of Valuation Assumptions to Determine the Fair Value of Stock Options

We valued grants of stock options and warrants during the three months ended March 31, 2014 and 2013 using the following assumptions.

	March 31, 2014	March 31, 2013
Expected life in years	0 - 5 Years	0 - 5 Years
Stock price volatility	120.51% - 147.09%	123.47% - 124.21%
Risk free interest rate	0.12% - 0.13%	0.35% - 0.46%
Expected dividends	None	None
Forfeiture rate	0%	0%

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RESTRUCTURING ACTIVITIES - Note 10

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

RESTRUCTURING ACTIVITIES - Note 10

NOTE 10 - RESTRUCTURING ACTIVITIES

From May 29, 2008 to November 7, 2008, Favrille, Inc. 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 Favrille employees amounted to $1,682,416. On January 27, 2009, immediately prior to the Merger, as part of the 9,999,992 warrants issued to creditors, we issued warrants as settlement of $985,020 of these amounts. In addition, we signed promissory notes with certain former executives totaling $76,783.

As of March 31, 2014, the total remaining severance liabilities amounted to $620,613, which is reflected as severance liability on the accompanying consolidated balance sheets. This consists of $571,362 payable to former non- executive employees 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, we entered into a series of settlement agreements with certain vendors of Favrille pursuant to the Creditor Plan, pursuant to which we settled $302,982 of its outstanding accounts payable for an aggregate settlement amount of $214,402, including promissory notes of $139,355.

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NOTES PAYABLE - Note 8

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

NOTES PAYABLE - Note 8

NOTE 8 - NOTES PAYABLE

Notes payable consisted of the following:

		March 31,		December 31,
		2014		2013
Promissory notes payable due to the former officers of MMRGlobal as part of severance packages, due in full on August 31, 2009 with no stated interest	$	76,783	$	76,783
Promissory notes payable due to the former officers of MMRGlobal pursuant to the Resignation and Post-Merger Employment Arrangement, due in full on August 31, 2009 with no stated interest		25,444		25,444
Promissory notes payable due to vendors relating to settlement of certain outstanding accounts payable, payable in 18 equal monthly installments commencing on July 27, 2009 and ending on January 27, 2011, with no stated interest		223,116		223,116
Short term loan due to a third-party with no stated interest		56,743		50,000
		382,086		375,343
Less: current portion		(382,086)		(375,343)
Notes payable, less current portion	$	-	$	-
Short term loan due to a related-party, payable in full on January 2, 2014 with 12% interest	$	196,921	$	196,921
Notes payable related party, current portion		196,921		196,921
Less: current portion		(196,921)		(196,921)
Notes payable related party, less current portion	$	-	$	-

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CONVERTIBLE PROMISSORY NOTES - Note 9

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

CONVERTIBLE PROMISSORY NOTES - Note 9

NOTE 9 - CONVERTIBLE PROMISSORY NOTES

From time to time, we issue Convertible Promissory Notes. As of March 31, 2014, a total of $872,607 in convertible notes remained outstanding with unamortized discounts of $11,627, for a net balance of $860,980. The note holders have chosen not to convert their note balances into shares of our common stock as of March 31, 2014.

Each Note contains the following general terms and provisions:

• The principal amount owed under each note becomes due and payable one year or less from the investment date provided that, upon ten (10) days' prior written notice to the holder, we may, in our sole discretion, extend the maturity date for an additional six month term. The Notes can be further extended upon mutual agreement.

• These notes bear interest at a rate of 6% per annum payable in cash or shares of common stock or a combination of cash and shares of common stock at our option.

During the first quarter of 2014, we did not enter into any Convertible Promissory Notes and two notes with a principal balance of $190,000 have been converted.

For the three months ended March 31, 2014, we recognized the intrinsic value of the embedded beneficial conversion feature of $0 as additional paid-in capital and an equivalent discount that reduced the carrying value of the convertible notes.

The related discount for the beneficial conversion outstanding was $11,627 and $0 as of March 31, 2014 and 2013, respectively.

Shares issuable upon conversion for convertible notes payable was 74,682,212 and 71,015,545 as of March 31, 2014 and 2013, respectively.

The total interest expense attributed to the Notes and related warrants for the three months ended March 31, 2014 and 2013 was $69,765 and $84,801, respectively.

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RELATED PARTY TRANSACTIONS - Note 11

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

RELATED PARTY TRANSACTIONS - Note 11

NOTE 11 - RELATED PARTY TRANSACTIONS

Our Chairman and Chief Executive Officer, Robert H. Lorsch, is also the Chief Executive Officer of The RHL Group, Inc. and has full voting power over all of the capital stock of The RHL Group, Inc. Mr. Lorsch directly and indirectly through The RHL Group, Inc., beneficially owns approximately 13.4% our total outstanding voting stock. The RHL Group, Inc. has loaned us money pursuant to the Eight Amended Note and all predecessor notes. See Note 3 - Related Party Note Payable above.

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

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

We incurred $12,500 during the three months ended March 31, 2014 and 2013, toward marketing consulting services from Bernard Stolar, a director. We included $128,000 and $109,756 in related party payables as of March 31, 2014 and December 31, 2013, respectively, in connection with these services.

We also incurred $0 and $12,500 during the three months ended March 31, 2014 and 2013, respectively, toward marketing consulting services from Hector Barreto, a former director and member of our Advisory Board. Mr. Barreto ceased to be a related party upon his departure from the Board of Directors on September 30, 2011.

We also incurred $0 during the three months ended March 31, 2014 and 2013, for consulting services from Jack Zwissig, a director. We included in related party payables as of March 31, 2014 and December 31, 2013 of $33,983 and $28,983, respectively, in connection with these services.

We contract with a significant vendor for the development and maintenance of the software applications necessary to run our MyMedicalRecords PHR, MyEsafeDepositBox and MMRPro products. Our outside developer supports our software development needs through a team of software engineers, programmers, quality control personnel and testers, who work with our internal product development team on all aspects of application development, design, integration and support of our products. This vendor is also a stockholder. For the three months ended March 31, 2014 and 2013, the total expenses relating to this stockholder amounted to $30,000 and $30,000, respectively. As of March 31, 2014 and December 31, 2013, the total amounts due to the stockholder and included in related party payables amounted to $376,800 and $396,800, respectively.

On September 15, 2009, we entered into a five year agreement with E-Mail Frequency, LLC and David Loftus, managing partner of E-Mail Frequency, LLC, a significant stockholder of the Company. We license an existing 80 million person direct marketing database (the "Database") of street addresses, cellular phone numbers, e-mail addresses and other comprehensive data with E-Mail Frequency. The agreement allows us to market, through the use of the Database, our MyMedicalRecords PHR, MyEsafeDepositBox virtual vault, and MMRPro document management system to physicians and their patients. Under the terms of the Agreement, we paid $250,000 to David Loftus as a one-time consulting fee in the form of 2,777,778 shares of our common stock. We recorded the $250,000 one-time licensee fee as a prepaid consulting fee. Amortization expense for the three months ended March 31, 2014 and 2013 was $12,500. In addition, we incurred a total of $0 and $6,863 during the three months ended March 31, 2014 and 2013, respectively, toward convertible notes interest to Mr. Loftus. We included in related party payables at March 31, 2014 and December 31, 2013 of $64,615 and $64,615, respectively. Furthermore, On July 19, 2011, we entered into a 6% Convertible Promissory Note with Mr. Loftus for a principal amount of $157,422 and warrants to purchase our common stock. Effective September 1, 2011, we signed and Amendment to the Agreement dated September 15, 2009 to provide licensor a non-exclusive right to target, market and sell into the Employee Benefits market.

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Equity Issuances (Stock Option Activity Summary Of Stock Options Outstanding and Exercisable) (Details) (USD $)			3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014 $0.05 - $0.09	Mar. 31, 2014 $0.1 - $0.15	Mar. 31, 2014 > $0.15
Range of Exercise Price, Minimum			$ 0.05	$ 0.10	$ 0.15
Range of Exercise Price, Maximum			$ 0.09	$ 0.15
Options Outstanding, Number of Shares	39,891,722	39,891,722	14,150,000	23,111,461	2,630,261
Options Outstanding, Weighted-Average Remaining Life (in years)			7 years 168 days	3 years 88 days	4 years 263 days
Options Outstanding, Weighted-Average Exercise Price Per Share	$ 0.10	$ 0.10	$ 0.07	$ 0.11	$ 0.19
Options Exercisable, Number of Shares	33,941,722		8,200,000	23,111,461	2,630,261
Options Exercisable, Weighted-Average Remaining Life (in years)			7 years 135 days	3 years 88 days	4 years 263 days
Options Exercisable, Weighted-Average Exercise Price Per Share	$ 0.09		$ 0.07	$ 0.11	$ 0.19

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EQUITY ISSUANCES (Tables)

3 Months Ended

Mar. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of Outstanding Option Awards

A summary of option activity for the three months ended March 31, 2014 is presented below. Options granted by MMR Inc. prior to the date of the Merger have been retroactively restated to reflect the conversion ratio of MMR Inc. to MMR shares.

				Weighted-
				Average
			Weighted-	Remaining
			Average	Contractual		Aggregate
			Exercise	Life		Intrinsic
	Options		Price	(Years)		Value
Outstanding at December 31, 2013	39,891,722	$	0.10	5.08	$	-
Granted	-	$	-	-	$	-
Exercised	-	$	-	-	$	-
Cancelled	-	$	-	-	$	-
Outstanding at March 31, 2014 (Unaudited)	39,891,722	$	0.10	4.83	$	-
Vested and expected to vest
at March 31, 2014 (Unaudited)	39,891,722	$	0.10	4.83	$	-
Exercisable at March 31, 2014 (Unaudited)	33,941,722	$	0.09	4.35	$	-

Summary of Stock Options Outstanding and Exercisable

The following table summarizes information about stock options outstanding and exercisable at March 31, 2014.

		Options Outstanding				Options Exercisable
			Weighted		Weighted		Weighted		Weighted
			Average		Average		Average		Average
	Exercise	Number	Remaining		Exercise	Number	Remaining		Exercise
	Price	of Shares	Life (Years)		Price	of Shares	Life (Years)		Price
$	0.05 - 0.09	14,150,000	7.46	$	0.07	8,200,000	7.37	$	0.07
$	0.10 - 0.15	23,111,461	3.24	$	0.11	23,111,461	3.24	$	0.11
$	> 0.15	2,630,261	4.72	$	0.19	2,630,261	4.72	$	0.19
		39,891,722				33,941,722

Summary of Outstanding Warrant Awards

A summary of the activity of our warrants for the three months ended March 31, 2014 is presented below:

			Weighted Avg
	Shares		Exercise Price
Outstanding at December 31, 2013	88,571,841	$	0.07
Granted	1,500,000	$	0.07
Exercised	-	$	-
Cancelled	(12,099,992)	$	0.11
Outstanding at March 31, 2014 (Unaudited)	77,971,849	$	0.07
Exercisable at March 31, 2014 (Unaudited)	67,671,849	$	0.07

The following summarizes the total warrants outstanding and exercisable as of March 31, 2014:

	Warrants Outstanding				Warrants Exercisable
	Warrants	Weighted Avg		Weighted Avg	Warrants	Weighted Avg		Weighted Avg
Ranges	Outstanding	Remaining Life		Exercise Price	Exercisable	Remaining Life		Exercise Price
$0.03 - $0.25	77,971,849	1.98	$	0.07	67,671,849	2.06	$	0.07
	77,971,849				67,671,849

Black-Scholes option and valuation model assumptions

We valued grants of stock options and warrants during the three months ended March 31, 2014 and 2013 using the following assumptions.

	March 31, 2014	March 31, 2013
Expected life in years	0 - 5 Years	0 - 5 Years
Stock price volatility	120.51% - 147.09%	123.47% - 124.21%
Risk free interest rate	0.12% - 0.13%	0.35% - 0.46%
Expected dividends	None	None
Forfeiture rate	0%	0%

Shares Issued for Services or Reduction to Liabilities

During the three months ended March 31, 2014, we issued 9,352,605 shares of common stock with a value of $342,345 to various third parties and charged the proceeds to the appropriate accounts for the following reasons:

	Three Months Ended March 31, 2014
Purpose	Shares		Value
Reduction of payables	2,757,055	$	119,498
Services provided	6,595,550	$	222,847
Totals	9,352,605	$	342,345

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Accounting Policies (Net Income/Loss Per Share) (Narrative) (Details)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Accounting Policies Net Incomeloss Per Share Narrative Details
Stock options, warrants and convertible notes excluded from the computation of net loss per share	85,972,884	180,502,737

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Equity Issuances (Stock Bonus Agreements) (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Stock Bonus Agreement expense	$ 119,375	$ 8,929
Unrecognized compensation cost	$ 189,000

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Consolidated Statements of Cash Flows (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Operating activities:
Net loss	$ (1,649,352)	$ (1,511,821)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	78,365	56,403
Warrants issued for services	38,721	24,645
Stock-based compensation	189,336	63,532
Common stock issued for services	222,847	235,280
Accrued related party payables	0	(110,629)
Amortization of loan discount	69,766	73,500
Subtotal - non-cash adjustments	599,035	342,731
Effect of changes in:
Accounts receivable	45,496	(105,099)
Inventory	0	(62,372)
Prepaid expenses and other current assets	15,265	(2,685)
Accounts payable and accrued expenses	219,305	511,387
Related party payables	225,125	18,341
Compensation payable	94,518	36,628
Deferred revenue	(1,992)	(4,653)
Subtotal - net change in operating assets and liabilities	597,717	391,547
Net cash used in operating activities	(452,600)	(777,543)
Investing activities:
Filing of patents	(75,979)	(142,894)
Cost of continuing MMRPro and website development	(32,021)	(3,500)
Net cash used in investing activities	(108,000)	(146,394)
Financing activities:
Net proceeds from convertible notes	0	493,750
Proceeds from shares issued for financing activities	689,364	487,898
Proceeds from note payable	6,743	40,000
Payments of note payable	0	(30,000)
Payments of line of credit	(40,669)	(28,552)
Payments of capital lease	(1,212)	(4,848)
Net cash provided by financing activities	654,226	958,248
Net increase in cash	93,626	34,311
Cash, beginning of period	10,359	36,655
Cash, end of period	103,985	70,966
Supplemental disclosures of cash flow information:
Cash paid for interest	40,669	12,906
Cash paid for income taxes	1,600	1,600
Supplemental disclosure of non-cash investing and financing activities:
Conversion of convertible notes into common stock	190,000	493,750
Cancellation of investment in equity securities	0	56,000
Acquisition of assets through capital lease	0	33,829
Shares issued for reduction of payables	$ 119,498	$ 0

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COMMITMENTS AND CONTINGENCIES - Note 5

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

COMMITMENTS AND CONTINGENCIES - Note 5

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Leases

Effective September 1, 2013, we renewed our lease for office space in Los Angeles, California with a term through August 31, 2018. The lease currently requires a monthly payment of $11,000. Total rent expense for the three months ended March 31, 2014 and 2013 were $33,000 and $30,503, respectively.

Future minimum lease payments as of March 31, 2014, 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:

Year Ending		Operating		Capital
December 31,		Leases		Leases
2014 (Remainder of)	$	114,125	$	12,124
2015		170,500		3,522
2016		187,550		-
2017		206,305		-
2018 and there after		146,410		-
		824,890		15,646
Less current portion				(12,124)
Total minimum lease payments	$	824,890	$	3,522

Guarantee provided by The RHL Group

On May 6, 2011, the RHL Group agreed to guarantee up to $250,000 in payments to a vendor for future services to be rendered. In consideration of this guarantee, the RHL Group received (i) a warrant to purchase 625,000 shares of our common stock, at an exercise price of $0.046 per share, which was the closing price of our common stock on the date of the transaction, and (ii) 125,000 shares of our common stock priced as of the same date. In the event that the RHL Group has to perform on this guarantee, interest on any outstanding balance paid to the vendor by the RHL Group will be added to the balance of the Amended Note or any subsequent renewals. Additionally, any balances due to this vendor at any given time will reduce the amount available under the Amended Note or any subsequent renewals. The warrants and shares were issued on November 11, 2011 to the RHL Group.

On July 31, 2012, the RHL Group entered into guarantee agreements to guarantee certain obligations of MMRGlobal in the amount of $1,014,629. In consideration of this guarantee, the RHL Group received a warrant to purchase 3,055,432 shares of our common stock at an exercise price of $0.02 per share, which was the closing price of our common stock on the date of the transaction.

Legal Matters and Contingencies - Note 5

Litigation Matters

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

On December 9, 2011, MyMedicalRecords, Inc. entered into a Non-Exclusive Settlement and Patent License Agreement (the "Agreement") with Surgery Center Management LLC ("SCM"). In consideration for the rights granted under the Agreement and in consideration of a settlement and release agreement, SCM contracted to pay MMR an initial payment of $5 million payable on December 23, 2011 and additional payments of $5 million per year for five consecutive years. After numerous attempts to collect the past due amount of $5 million, on January 19, 2012, MyMedicalRecords, Inc. filed a lawsuit in the Superior Court of the State of California for the County of Los Angeles for breach of contract and is seeking damages in an amount of $30 million. On or about February 13, 2014, SCM answered the MMR complaint and filed a cross-complaint against MMR alleging claims of breach of contract, among other things. We do not have enough facts at this time to predict the chances of either a favorable or unfavorable outcome, nor do we have any facts upon which to base any information regarding collectability.

On February 11, 2013, MMR filed a complaint for patent infringement against WebMD Health Corp. and its wholly owned subsidiary WebMD Health Services Group, Inc. (collectively, "WebMD"), titled MyMedicalRecords, Inc. v. WebMD Health Corp et al., United States District Court, Central District of California. That complaint alleged that WebMD is infringing MMR's Personal Health Records patent U.S. Patent No. 8,301,466. MMR subsequently withdrew the complaint per an agreement allowing MMR to the right to re-file without prejudice unless an agreement is reached within a specific period of time. On August 27, 2013, MMR terminated the agreement with WebMD. On October 2, 2013, MMR filed a new complaint against WebMD in the United States District Court for the Central District of California, alleging infringement of U.S. Patent Nos. 8,301,466 and 8,498,883. This matter is currently in the claim construction stage and we do not have enough facts at this time to predict the changes of either a favorable or unfavorable outcome, nor do we have any facts upon which to base any information regarding collectability.

On April 10, 2013, MMR filed a complaint for patent infringement against Quest Diagnostics Inc. ("Quest") in the United States District Court for the Central District of California, alleging that Quest Diagnostics Inc. is infringing U.S. Patent No. 8,301,466. On October 11, 2013, MMR filed an unopposed motion to add a claim of infringement of U.S. Patent 8,498,883 to its complaint against Quest, which was granted on October 29, 2013. This matter is currently in the claim construction stage and we do not have enough facts at this time to predict the chances of either a favorable or unfavorable outcome, nor do we have any facts upon which to base any information regarding collectability.

On May 17, 2013, MMR filed a complaint for patent infringement against Jardogs, LLC (the "Jardogs Complaint") in the United States District Court for the Central District of California, alleging that Jardogs, LLC infringes U.S. Patent No. 8,301,466. On September 23, 2013, MMR filed a separate complaint for patent infringement against Allscripts Healthcare Solutions Inc. ("Allscripts") titled MyMedicalRecords, Inc. v. Allscripts Healthcare Solutions Inc., United States District Court, Central District of California (the "Separate Allscripts Complaint"). The Separate Allscripts Complaint alleged that Allscripts is infringing U.S. Patent Nos. 8,301,466 and 8,498,883. On October 4, 2013, MMR filed a motion to amend the Jardogs Complaint to add Allscripts as a party defendant and to allege that Allscripts is infringing U.S. Patent Nos. 8,301,466 and 8,498,883. The Court granted that motion on November 1, 2013. Thereafter, MMR dismissed the Separate Allscripts Complaint. This matter is currently in the claim construction stage and we do not have enough facts at this time to predict the changes of either a favorable or unfavorable outcome, nor do we have any facts upon which to base any information regarding collectability.

MMR has received a letter from Sunil Singhal, a former employee. Mr. Sunil Singhal was employed as Executive Vice President of Technology and Product Development at MMR. He was placed on a 30-day administrative leave on February 13, 2012 and was given a 30-day notice of termination as approved by the Board of Directors of MMRGlobal on February 29, 2012. On March 30, 2012, Mr. Singhal was officially terminated. He filed a charge with the U.S. Equal Employment Opportunity Commission, but that body has declined to take action. In turn, he filed a claim with the California Department of Fair Employment and Housing ("DFEH").  The DFEH had declined to bring a citation, but it has issued a "right to sue" notice.  Mr. Singhal filed suit in the Los Angeles County Superior Court in 2013. MMR answered the complaint denying liability and damages. Discovery is underway. The Superior Court has requested that the parties engage in mediation. No trial date has been set.

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Related Party Note Payable (Narrative) (Details) (USD $)

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Dec. 31, 2013

Sixth Amended and Restated Secured Promissory Note

Date of note

2012-06-22

Maximum line of credit under note

On June 22, 2012, we and The RHL Group entered into a Sixth Amended and Restated Promissory Note (the "Sixth Amended Note"). The Sixth Amended Note amended and restated the Fifth Amended Note by extending the maturity date of the Existing Note for one year to April 29, 2013 based on the original maturity date of the Fifth Amended Note of April 29, 2012. The Sixth Amended Note did not materially alter the terms of the Fifth Amended Note other than for the fact that there were no loan origination fees charged by The RHL Group on this renewal. In connection with the Sixth Amended Note, we issued The RHL Group warrants to purchase 2,852,200 shares of our common stock at $0.02 per share. Such warrants are fully vested and are exercisable either in cash or on a cashless basis at any time prior to the fifth anniversary of the date of issuance.

Maturity date

Apr. 29, 2013

Warrants granted for shares

2,852,200

Warrant price per share

$ 0.02

Expiration date of warrants

2017-06-22

Seventh Amended and Restated Secured Promissory Note

Date of note

2012-07-30

Maximum line of credit under note

On July 30, 2012, we and The RHL Group entered into a Seventh Amended and Restated Promissory Note (the "Seventh Amended Note") which amended and restated the Sixth Amended and Restated Note. The Seventh Amended Note amends and restates the Sixth Amended Note and together with its predecessor notes, the "Credit Facility" or the "Line of Credit"), by: (i) increasing the amount available under the Credit Facility from $3,000,000 to $4,500,000 to accommodate the additional financing needs of us and/or MMR Inc.; and (ii) granting The RHL Group the right to convert, at any time following the date of the Seventh Amended Note, up to an aggregate of $500,000 in outstanding principal of the Credit Facility into shares of our Common Stock at a conversion price of $0.02 per share. The amendment retained the maturity date of the Sixth Amended Note which was set to mature on April 29, 2013. There were no loan origination fees charged by, or warrants issued to, The RHL Group with respect to the Seventh Amended Note. Except as set forth above, the Seventh Amended Note does not materially altered the terms of the Sixth Amended Note.

Maturity date

Apr. 29, 2013

Eighth Amended and Restated Secured Promissory Note

Maximum line of credit under note

On August 13, 2013, we and The RHL Group entered into an Eighth Amended and Restated Promissory Note (the "Amended Note"), effective as of August 13, 2013. The Amended Note amends and restates that certain Seventh Amended Note entered into between the foregoing parties, effective April 29, 2013 (the "Existing Note" and together with its predecessor notes and the Amended Note, the "Credit Facility"), by: (i) extending the maturity date to April 29, 2014; (ii) requiring a $1,000 per month minimum payment. In connection with the Eighth Amended Note, we issued The RHL Group warrants to purchase 2,852,200 shares of our common stock at $0.04 per share. Except as set forth above, the Amended Note does not materially alter the terms of the Existing Note.

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

The Eighth Amended Note had a balance of $1.51 million at March 31, 2014. The components of the Eight Amended Note and the related balance sheet presentation as of March 31, 2014 are as follows: $0.97 million, which is included in the line of credit, related party; and $0.54 million for other obligations due to The RHL Group, which is included in related party payables.

Total interest expense on the Line of Credit for the three months ended March 31, 2014 and 2013 amounted to $35,112 and $36,551, respectively. The unpaid interest balances as of March 31, 2014 and December 31, 2013 were $18,493 and $24,049, respectively.

In conjunction with the Eighth Amended Note, we were required to maintain certain financial covenants, including the requirement that we have at least $200,000 of cash in our bank accounts or such other amount as necessary to maintain operations through the subsequent thirty (30) days and timely pay any obligations due respecting payroll and all associated payroll taxes on and after March 31, 2014. Since we did not meet these covenants as of March 31, 2014, we received a waiver from The RHL Group until May 31, 2014.

Maturity date

Apr. 29, 2014

Debt component classification:

Line of credit, related party

$ 970,000

Related party payables

540,000

Total note payable balance

1,510,000

Interest expense on line of credit

35,112

36,551

Related party accrued interest

$ 18,493

$ 24,049

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Equity Issuances (Inputs Used In Black-Scholesl) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Equity Issuances Inputs Used In Black-Scholesl Details
Expected life, in years, maximum	5 years 0 months 0 days	5 years 0 months 0 days
Stock price volatility, minimum	120.51%	123.47%
Stock price volatility, maximum	147.09%	124.21%
Risk-free interest rate, minimum	0.12%	0.35%
Risk-free interest rate, maximum	0.13%	0.46%
Expected dividends	$ 0	$ 0
Forfeiture rate	0.00%	0.00%

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COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2014

Commitments And Contingencies Tables

Schedule of Future Minimum Rental Payments for Operating and Capital Leases

Future minimum lease payments as of March 31, 2014, 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:

Year Ending		Operating		Capital
December 31,		Leases		Leases
2014 (Remainder of)	$	114,125	$	12,124
2015		170,500		3,522
2016		187,550		-
2017		206,305		-
2018 and there after		146,410		-
		824,890		15,646
Less current portion				(12,124)
Total minimum lease payments	$	824,890	$	3,522