10-Q

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

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2016
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ______________ to ________________

Commission file number: 000-51134

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

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

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

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

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

                  Yes x       No o

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

                  Yes x       No o

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

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

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of August 19, 2016, the issuer had 250,060,616 shares of common stock outstanding.

TABLE OF CONTENTS

		Page
Part I.	FINANCIAL INFORMATION	1
Item 1.	Condensed Consolidated Financial Statements - Unaudited	1
	Condensed Consolidated Balance Sheets at June 30, 2016 (unaudited) and December 31, 2015 (audited)	1
	Condensed Consolidated Statements of Operations - Three and Six Months Ended June 30, 2016 and June 30, 2015 - (unaudited)	2
	Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2016 and June 30, 2015 - (unaudited)	3
	Notes to Condensed Consolidated Financial Statements - Unaudited	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17
Part II.	OTHER INFORMATION	18
Item 1.	Legal Proceedings	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	18
Signatures		19

i

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements - Unaudited

MMRGLOBAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

		June 30,		December 31,
		2016		2015
		(unaudited)		(audited)
ASSETS
Current assets:
Cash and cash equivalents	$	-	$	-
Accounts receivable, less allowances of $215,483 and $215,483 in 2016 and 2015, respectively		11,744		27,934
Prepaid expenses and other current assets		121,463		-
Total current assets		133,207		27,934
Property and equipment, net		11,920		19,071
Intangible assets, net		587,420		669,603
Total assets	$	732,547	$	716,608
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Line of credit, related party	$	1,577,021	$	1,002,428
Related party payables		1,677,860		1,385,901
Compensation payable		736,285		727,509
Severance liability		620,613		620,613
Accounts payable and accrued expenses		3,508,260		4,420,585
Convertible notes payable		323,749		323,749
Notes payable, current portion		382,238		369,413
Notes payable, related party		6,743		56,743
Capital leases payable, current portion		13,222		13,221
Total current liabilities		8,845,991		8,920,162
Total liabilities		8,845,991		8,920,162
Commitments and contingencies (See Note 9)
Stockholders' deficit:
Preferred stock - $0.001 par value, 5,000,000 shares authorized, 0 issued and outstanding.
Common stock, $0.001 par value, 1,250,000,000 shares authorized, 250,060,616 and 211,851,177 shares           issued and outstanding as of June 30, 2016 and December 31, 2015, respectively		1,097,259		1,059,050
Additional paid-in capital		58,919,665		57,687,270
Accumulated deficit		(68,130,368)		(66,949,874)
Total stockholders' deficit		(8,113,444)		(8,203,554)
Total liabilities and stockholders' deficit	$	732,547	$	716,608

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

1

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

		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2016		2015		2016		2015
Revenues	$	11,723	$	16,351	$	27,255	$	61,052
Cost of revenues		98,271		60,924		118,208		134,256
Gross profit (loss)		(86,548)		(44,573)		(90,953)		(73,204)
General and administrative expenses		614,774		486,503		990,971		948,496
Sales and marketing expenses		88,225		160,244		140,560		317,695
Loss from operations		(789,547)		(691,320)		(1,222,484)		(1,339,395)
Other income		163,146		51,836		164,100		51,836
Interest and other finance charges, net		(70,240)		(53,458)		(122,110)		(146,726)
Net loss	$	(696,641)	$	(692,942)	$	(1,180,494)	$	(1,434,285)
Net loss available to common shareholders per share:
Basic and diluted	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.00)
Weighted average common shares outstanding:
Basic		232,249,607		164,044,509		223,560,707		159,683,429
Diluted		232,249,607		164,044,509		223,560,707		159,683,429

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

2

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

		Six Months Ended June 30,
		2016		2015
Operating activities:
Net loss	$	(1,180,494)	$	(1,434,285)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		89,332		158,226
Gain on write-off of liabilities		161,306		-
Warrants issued for services		137,528		8,818
Stock-based compensation		14,856		11,111
Common stock issued for services		-		13,000
Amortization of loan discount		-		55,780
Subtotal - Non-cash adjustments		403,022		246,935
Effect of changes in:
Accounts receivable		16,190		(40,280)
Prepaid expenses and other current assets		11,788		112,558
Accounts payable and accrued expenses		23,742		327,415
Related party payables		291,959		325,645
Compensation payable		8,776		102,925
Deferred revenue		-		(8,383)
Subtotal - net change in operating assets & liabilities		352,455		819,880
Net cash used in operating activities		(425,017)		(367,470)
Investing activities:
Purchase of property and equipment		-		(1,252)
Payments for note receivable		(2,000)		-
Filing of patents		-		(151,164)
Net cash used in investing activities		(2,000)		(152,416)
Financing activities:
Book overdraft		(18,264)		42,335
Proceeds from shares issued for financing activities		-		29,777
Payments of line of credit		-		138,381
Proceeds on line of credit		445,281		-
Net cash provided by financing activities		427,017		210,493
Net decrease in cash		-		(309,393)
Cash, beginning of period		-		309,393
Cash, end of period	$	-	$	-
Supplemental disclosures of cash flow information:
Interest paid in cash	$	-	$	93,268
Income taxes paid in cash	$	-	$	1,675
Supplemental disclosure of non-cash investing and financing activities:
Shares issued for reduction of payables	$	368,220	$	274,220
Warrants exercised through reduction of payables	$	750,000	$	-

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

3

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

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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

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

Principles of Consolidation

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

Basis of Presentation

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

Going Concern and Management's Plan

As of June 30, 2016, our current liabilities exceeded our current assets by $8.7 million. Furthermore, during the six months ended June 30, 2016, we incurred losses of $1,180,494, 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 June 30, 2016 and December 31, 2015, we had $0 and $0, respectively, in cash and cash equivalents. Historically, we issued capital stock, sold debt and equity securities and received funds from The RHL Group, Inc. (a significant stockholder that is wholly-owned by our Chairman and Chief Executive Officer, Robert H. Lorsch) to operate our business. Although we received additional funding from The RHL Group pursuant to the Eleventh Amended and Restated Note effective June 6, 2016 (the "Line of Credit"), we will still be required to obtain additional financing in order to meet installment payment obligations and the previously existing obligations under the Line of Credit, which had a balance of $2,632,200 at June 30, 2016 and a total Unpaid Balance (as defined in the Line of Credit) of $2,882,200, which includes amounts borrowed under the Line of Credit, unpaid interest fees, any amounts guaranteed by The RHL Group, and other obligations due The RHL Group pursuant to the terms of the Eleventh Amended and Restated Note and the Security Agreement. As a result of the above, we express uncertainty about our ability to continue as a going concern. The components of the RHL Group Note payable and the related balance sheet presentation as of June 30, 2016 are as follows: $1,577,021, which is included in the Line of Credit, related party; and $1,055,179 related to other obligations due to The RHL Group which are included in related party payables.

Management's plan regarding this matter is to, amongst other things, continue to utilize our available Line of Credit with The RHL Group (see Note 3). As of June 30, 2016, we had approximately $1,617,799 remaining as available under The RHL Group Line of Credit. Additionally, we plan to continue selling additional debt and equity securities, continue to settle our existing liabilities through issuance of equity securities, explore other debt financing arrangements, continue to increase our existing subscriber and affiliate customer base, sell MMRPro products, and continue licensing our intellectual property to obtain additional cash flow over the next twelve months. We cannot assure that funds from these sources will be available when needed or, if available, will be on terms favorable to us or to our stockholders. If we raise additional funds or settle liabilities by issuing equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock. If we are unable to utilize our available Line of Credit with The RHL Group or obtain suitable alternative debt or equity financing, our ability to execute our business plan and continue as a going concern may be adversely affected.

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

4

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) MANAGEMENT'S USE OF ESTIMATES

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

(b) CASH AND CASH EQUIVALENTS

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

(c) TRADE AND OTHER RECEIVABLES

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

(d) FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

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

(e) IMPAIRMENT OF LONG-LIVED ASSETS AND INTANGIBLES

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

5

(f) REVENUE RECOGNITION

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

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

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

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

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

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

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

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

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

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

(g) SHARE-BASED COMPENSATION

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

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

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

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

6

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

(h) NET INCOME/LOSS PER SHARE

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

We excluded all potential anti-dilutive common shares from the computation of diluted net loss per common share for the six months ended June 30, 2016 and 2015 because they were anti-dilutive due to our net loss position. Stock options, warrants and convertible notes excluded from the computation totaled 46,844,179 shares for the six months ended June 30, 2016 and 35,702,767 shares for the six months ended June 30, 2015, respectively.

(i) RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

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

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

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

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

(j) RECLASSIFICATIONS

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

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

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

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

The Eleventh Amended Note had a current balance of $2,632,200 at June 30, 2016. The components of the Eleventh Amended Note and the related balance sheet presentation as of June 30, 2016 are as follows: $1,577,021, which is included in the Line of Credit, related party; and $1,055,179 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 June 30, 2016 and 2015 amounted to $60,339 and $34,728, respectively. Total interest expense on the Line of Credit for the six months ended June 30, 2016 and 2015 amounted to $129,312 and $65,389, respectively. The unpaid interest balances as of June 30, 2016 and December 31, 2015 were $250,812 and $60,257, respectively.

In conjunction with the Eleventh Amended Note, we were required to maintain certain financial covenants, including the requirement that we have at least $200,000 of cash in our bank accounts or such other amount as necessary to maintain operations through the subsequent thirty (30) days and timely pay any obligations due respecting payroll and all associated payroll taxes at any time during the term of the Note. Since we did not meet these covenants as of June 30, 2016, we received a second waiver from The RHL Group until August 25th, 2016.

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 June 30, 2016.

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

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

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Leases

Effective September 1, 2013, we renewed our lease for office space in Los Angeles, California with a term through August 31, 2018. The lease currently requires a monthly payment of $8,250. Total rent expense for the six months ended June 30, 2016 and 2015 were $49,500 and $52,125 respectively. Future minimum lease payments as of June 30, 2016, under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) are as follows:

Year Ending		Operating		Capital
December 31,		Leases		Leases
2016 (Remainder of)	$	49,500	$	13,222
2017		99,900		-
2018		99,900		-
Total minimum lease payments	$	249,300	$	13,222

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Litigation Matters

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

On December 9, 2011, MyMedicalRecords, Inc. entered into a Non-Exclusive Settlement and Patent License Agreement with Surgery Center Management LLC ("SCM"). In consideration for the rights granted under that Agreement and in consideration of a settlement and release agreement, SCM contracted to pay MyMedicalRecords, Inc. an initial payment of $5 million payable on December 23, 2011, and additional payments of $5 million per year for five consecutive years. After unsuccessful attempts to collect the past due amount of $5 million, on January 19, 2012, MyMedicalRecords, Inc. filed a lawsuit in the Superior Court of the State of California for the County of Los Angeles for breach of contract. At this time, MMR believes that SCM owes the Company $30 million plus interest. On February 13, 2014, SCM filed a cross-complaint alleging claims for breach of that contract, among other things, which SCM has amended twice. The case is scheduled for trial on November 1, 2016.  MyMedicalRecords, Inc. will continue to pursue its claim and defenses, but the Company cannot predict the chances of either a favorable or unfavorable outcome, nor does the Company have sufficient information regarding its ability to collect any judgment MyMedicalRecords, Inc. may obtain against SCM.

On April 2, 2015, the Company and Stradling Yocca Carlson & Rauth, P.C. ("SYCR"), were notified of the determination of an arbitrator in regards to disputes over amounts of monies due SYCR regarding prior services rendered. SYCR and the Company has previously agreed to a non-binding arbitration of the matter. The Company received an award in favor of SYCR in the amount of $285,000 which the Company disputes, notwithstanding, that it represents a reduction of SYCR's original $571,000 claim or $286,000 in favor of the Company. Since the arbitration award is non-binding the Company has filed an appeal of the remaining award. The Company cannot predict the chances of either a favorable or unfavorable outcome of the appeal.

Two separate MyMedicalRecords health IT patents were accepted by the Australia Patent Office in 2015 and subject to Opposition. On January 8, 2015, Australia Patent Application No. 2011307287, "Universal Patient Record Conversion Tool," was accepted by the Australia Patent Office. An opposition was filed on April 21, 2015 by The Crown in the Right of the Commonwealth of Australia (Department of Health). A second opposition was filed on April 22, 2015 by the Medical Software Industry Association, Inc. which aligned itself with the Crown.  In the interim, a divisional application, Australia Patent Application No.2015201900, was filed on October 15, 2015.  On July 6, 2015, Australia Patent Application No. 2013212253, "Mobile Platform for Personal Health Records," was accepted by the Australia Patent Office. An opposition was filed on October 13, 2015 by the Medical Software Industry Association, Inc. and a second opposition was filed on October 16, 2015, by the Crown in the Right of the Commonwealth of Australia (Department of Health). A third opposition was filed on October 16, 2015, by the National E-Health Transition Authority Limited (NEHTA). The first opposition was dismissed on February 19, 2016. The second opposition and the third opposition remain pending.  Subsequently the Company has filed requests for withdrawal of the disputed application(s) and divisional applications while the Company continues to pursue settlement opportunities surrounding its remaining Australian Patents. Elsewhere, Patent No. 326616 with the same title and subject matter was issued in Mexico on January 6, 2015, and on May 5, 2016, we received notice that the "Universal Patient Record Conversion Tool," Patent Application No. 2013023072, was accepted and is also being granted in Singapore.

An additional divisional application under "Mobile Platform for Personal Health Records," Australia Patent Application No. 2015101556, was filed on October 21, 2015 and granted on November 12, 2015 as an Innovation Patent. In addition to Australia Patent No. 2015101556, MMR was previously issued two Australia health IT patents under the title "Method and System for Providing Online Medical Records": Patent No. 2006202057 issued on May 29, 2008 and Patent No. 2008202401 issued on December 24, 2009.

NOTE 6 - STOCKHOLDERS' DEFICIT

Preferred Stock

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

Common Stock

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

On February 2, 2016, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware effecting a five for one reverse stock split of the Company's common stock (the "Reverse Stock Split") which became effective in the marketplace on February 8, 2016. The number of shares and per share amounts have been retroactively restated to reflect this reverse stock split.

As of June 30, 2016, the total shares of our common stock issued and outstanding amounted to 250,060,616.

NOTE 7 - EQUITY ISSUANCES

Stock Option Activity

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

On September 1, 2011, our Board of Directors approved the adoption of a new plan to replace the 2001 Plan under the same general terms as the 2001 Plan. On June 20, 2012, our stockholders voted and approved the 2011 Equity Incentive Plan (the " 2011 Plan") at our 2012 Annual Stockholder Meeting. As of June 30, 2016, 4.67 million shares remain issued under the 2011 Plan, and 7.29 million shares of our common stock are reserved for future issuance under our 2011 Plan, which includes an automatic 1 million share annual increase pursuant to the terms of the 2011 Plan and a 5 million share increase authorized during our 2013 Annual Stockholder's Meeting.

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

				Weighted-Average
			Weighted-	Remaining
			Average	Contractual		Aggregate
			Exercise	Life		Intrinsic
	Options		Price	(Years)		Value
Outstanding at December 31, 2015	7,488,345	$	0.50	3.62	$	-
Granted	-		-
Exercised	-		-
Cancelled	(126,052)		0.90
Outstanding at June 30, 2016 (Unaudited)	7,362,293	$	0.50	3.19	$	-
Vested and expected to vest
at June 30, 2016 (Unaudited)	7,362,293	$	0.50	3.19	$	-
Exercisable at June 30, 2016 (Unaudited)	7,362,293	$	0.50	3.19	$	-

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

There were no options issued during the six months ended June 30, 2016.

Total stock option expenses recorded during the six months ended June 30, 2016 and 2015 were $14,856 and $11,111, respectively, and is reflected in operating expenses in the accompanying consolidated statements of operations.

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

		Options Outstanding				Options Exercisable
			Weighted		Weighted		Weighted		Weighted
			Average		Average		Average		Average
	Exercise	Number	Remaining		Exercise	Number	Remaining		Exercise
	Price	of Shares	Life (Years)		Price	of Shares	Life (Years)		Price
$	0.25 - 0.45	2,560,000	5.36	$	0.35	2,560,000	5.36	$	0.35
$	0.50 - 0.75	4,602,293	1.94	$	0.55	4,602,293	1.94	$	0.55
$	> 0.75	200,000	3.96	$	0.90	200,000	3.96	$	0.90
		7,362,293				7,362,293

Warrants

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

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

			Weighted Avg
	Shares		Exercise Price
Outstanding at December 31, 2015	11,428,610	$	0.30
Granted	40,227,714		0.03
Exercised	(11,750,000)		-
Cancelled	(1,497,036)		0.42
Outstanding at June 30, 2016 (Unaudited)	38,409,288	$	0.09
Exercisable at June 30, 2016 (Unaudited)	36,375,955	$	0.09

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Total warrant expenses recorded during the six months ended June 30, 2016 and 2015 were $137,528 and $8,818, respectively.

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

	Warrants Outstanding				Warrants Exercisable
	Warrants	Weighted Avg		Weighted Avg	Warrants	Weighted Avg		Weighted Avg
Ranges	Outstanding	Remaining Life		Exercise Price	Exercisable	Remaining Life		Exercise Price
$0.02 - $0.30	36,063,476	2.84	$	0.05	34,030,142	2.82	$	0.05
$0.30 - $0.50	255,000	0.78		0.50	255,000	0.78		0.50
Greater $0.50	2,090,812	0.31		0.75	2,090,813	0.31		0.75
	38,409,288				36,375,955

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

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

Shares Issued for Services or Reduction to Liabilities

During the six months ended June 30, 2016, we issued 26,459,439 shares of common stock with a value of $368,220 to various third parties and charged the proceeds to the appropriate accounts for the following reasons:

	Six Months Ended June 30, 2016
Purpose	Shares		Value
Services provided	-	$	-
Reduction of payables	26,459,439		368,220
Totals	26,459,439	$	368,220

The 26,459,439 issued shares were not contractually restricted. However, as these shares have not been registered under the Securities Act of 1933, as amended (the "Act"), they are restricted from sale until they are registered under the Act, or qualify for resale under the rules promulgated under the Act. All such shares were calculated at the trading closing price on the date of issuance.

Stock Bonus Agreements

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

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

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NOTE 8 - NOTES PAYABLE

Notes payable consisted of the following:

		June 30,		December 31,
		2016		2015
Promissory notes payable due to the former officers of MMRGlobal as part of severance packages, due in full on August 31, 2009 with no stated interest	$	76,783	$	76,783
Promissory notes payable due to the former officers of MMRGlobal pursuant to the Resignation and Post-Merger Employment Arrangement, due in full on August 31, 2009 with no stated interest		25,444		25,444
Promissory notes payable due to vendors relating to settlement of certain outstanding accounts payable, payable in 18 equal monthly installments commencing on July 27, 2009 and ending on January 27, 2011, with no stated interest		223,116		223,116
Short-term loan due to a third-party with 6% interest		56,896		44,070
		382,239		369,413
Less: current portion		(382,239)		(369,413)
Notes payable, less current portion	$	-	$	-
Short term loan due to a related-party, payable in full on January 2, 2014 with 12% interest	$	6,743	$	6,743
Short term loan due to a related-party, payable in full on May 31, 2014 with 12% interest		-		50,000
Notes payable related party, current portion		6,743		56,743
Less: current portion		(6,743)		(56,743)
Notes payable related party, less current portion	$	-	$	-

NOTE 9 - CONVERTIBLE PROMISSORY NOTES

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

Each Note contains the following general terms and provisions:

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

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

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

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

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NOTE 10 - RESTRUCTURING ACTIVITIES

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

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

NOTE 11 - RELATED PARTY TRANSACTIONS

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

The RHL Group is an investment holding company which provides consulting, operational and technical services to us, which we refer to as the RHL Services. As part of the RHL Services, The RHL Group provides us with unrestricted access to its internal business and relationship contact database of more than 10,000 persons and entities, which includes clients of The RHL Group and other individuals which may hold value to us. The RHL Group also provides infrastructure support to us, including allowing us unlimited access to its facilities, equipment, and data, information management and server systems. In addition to allowing us the use of its office support personnel, The RHL Group has also consented to allow us to utilize the full-time services of Mr. Lorsch as our President, Chairman and Chief Executive Officer, which requires substantial time and energy away from his required duties as The RHL Group's Chairman and Chief Executive Officer. In addition, The RHL Group has made 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 $25,000 during the six months ended June 30, 2016 and 2015, toward marketing consulting services from Bernard Stolar, a director. We included $242,773 and $206,272 in related party payables as of June 30, 2016 and December 31, 2015, respectively, in connection with these services and board fees.

We contract with a significant vendor for the development and maintenance of the software applications necessary to run our MyMedicalRecords PHR, MyEsafeDepositBox and MyMedicalRecords Pro products. Our outside developer supports our software development needs through a team of software engineers, programmers, quality control personnel and testers, who work with our internal product development team on all aspects of application development, design, integration and support of our products. This vendor is also a stockholder. For the six months ended June 30, 2016 and 2015, the total expenses relating to this stockholder amounted to $60,000 and $60,000, respectively. In addition, we capitalized $0 of software development costs for the quarter ended June 30, 2016. As of June 30, 2016 and December 31, 2015, the total amounts due to the stockholder and included in related party payables amounted to $165,000 and $105,000 respectively.

NOTE 12 - SUBSEQUENT EVENTS

On August 11, 2016, Ivor Royston, M.D. resigned from the Board of Directors of the Company, effective immediately, in order to devote more time to other business ventures.

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

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

Cautionary Note Regarding Forward-Looking Statements

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

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

Overview

Background

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

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

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

Starting in 2005, we began filing for patent protection for our PHR products and services. Over the last eight years, these patents have been in the process of issuance and we now have patents issued, pending, and applied for in numerous countries around the world. We are also continuing to file new patent applications and continuation applications. As a result, we have evolved from an operating business selling products and services to consumers and healthcare professionals to a company whose value proposition is based on a combination of factors including:

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

Additionally, the Company acquired a portfolio of biotech assets developed at a cost of more than $100 million from the Favrille, Inc. Merger completed in January 2009. These assets include, but are not limited to, the exploitation and licensing of patents globally, data and samples from our pre-Merger clinical vaccine trials, the FavId/Specifid idiotype vaccine, and anti-CD20 antibodies.

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

On May 12, 2016, the Board of Directors of MMRGlobal, Inc. appointed Scott C. Kline to the Company's Board of Directors. Mr. Kline will also serve as a member of the Board of Directors of MyMedicalRecords, Inc. a wholly owned subsidiary of the Company. He is also acting as Secretary of the Corporation and will serve as General Counsel. Mr. Kline has served as outside Counsel to the Company since June of 2015. Mr. Kline was appointed to the Compensation Committee and Nominating and Corporate Governance Committee of the Board.

Source of Revenues

MMR remains focused on its primary Health IT business of selling the MyMedicalRecords PHR and MMRPro document and imaging systems for healthcare professionals. We derive revenues from the provision of services, which are comprised of facilitating electronic access to consumer medical records and other vital documents through subscribers on a direct subscription basis or an "access" basis through various types of organizations including direct sales, affinity and membership groups, healthcare organizations and retailers, and in both cases, we record these revenues under "Subscriber" in our income statement. We also sell direct to consumers through paid advertising or other per enquiry marketing relationships. When sold to corporations, affinity and membership organizations, hospitals and other business to business customers, we charge a minimum monthly fee plus user fees to the organization based on the number of users who will have access to our services through such organization, whether or not such users actually activate their authorized account. During the six months ended June 30, 2016, we received $28,631 from subscriber revenues.

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

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

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

Cost of Revenue

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

Operating Expenses

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

Recent Accounting Pronouncements

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

Competition

The following competitive factors may affect our future performance.

MyMedicalRecords PHR

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

MyEsafeDepositBox

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

MMRPro

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

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

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

Revenues

Revenues for the six months ended June 30, 2016 and 2015 were $27,255 and $61,052, respectively, a decrease of $33,797, or 55%, and for the three months ended June 30, 2016 and 2015, were $11,723 and $16,351, respectively, a decrease of $4,628, or 28%. The decrease for the six-month period and quarter was primarily due to a decline in licensing fees and the expiration of certain recurring revenue contracts. Despite the changing environment in the U.S. regarding patent laws, the Company continues to explore opportunities to monetize its domestic and international patent portfolio globally in both health information technology and biotechnology.

15

Cost of revenue

Cost of revenue for the six months ended June 30, 2016 and 2015 was $118,208 and $134,256, respectively, a decrease of $16,048, or 12%. Cost of revenues for the three months ended June 30, 2016 and 2015 was $98,271 and $60,924, respectively, for an increase of $37,347, or 61%. The decrease was due to the Company's ability to renegotiate with our telecommunications providers resulting in lower costs of goods.

As a result, gross loss for the six months ended June 30, 2016 were $90,953 compared to a gross profit of $73,204 for the six months ended June 30, 2015, for an increase of $17,749 or 24%. Gross loss for the three months ended June 30, 2016 was $86,548 compared to a gross loss of $44,573 for the period ended June 30, 2015, for an increase of $41,975, or 94%.

Operating expenses

Total operating expenses for the six months ended June 30, 2016 and 2015 were $1,131,531 and $1,266,191, respectively, a decrease of $134,660, or 11%. Total operating expenses for the three months ended June 30, 2016 and 2015 were $702,999 and $646,747, respectively, for an increase of $56,252, or 9%. The increase for the quarter period was primarily due to investor relations expenses, and marketing, legal and other expenses.

General and administrative expenses for the six months ended June 30, 2016 and 2015 were $990,971 and $948,496, respectively, an increase of $42,475 or 4%. General and administrative expenses for the three months ended June 30, 2016 and 2015 were $614,774 and $486,503, respectively, for an increase of $128,271 or 26%. The increase for the six month period was primarily due to investor relations expenses, salaries, non-cash compensation expenses, and consulting expenses.

Sales and marketing expenses for the six months ended June 30, 2016 and 2015 were $140,560 and $317,695, respectively, a decrease of $177,135, or 56%. Sales and marketing expenses for the three months ended June 30, 2016 and 2015 were $88,225 and $160,244, respectively, for a decrease of $72,019 or 45%. The decrease for the quarter and six month period was primarily due to lower business development fees and marketing consulting fees.

Interest and Other Finance Charges, Net

Interest and other finance charges for the six months ended June 30, 2016 and 2015 were $122,110 and $146,726, respectively, a decrease of $24,616 or 17%. Interest and other finance charges for the three months ended June 30, 2016 and 2015 were $70,240 and $53,458, respectively, for an increase of $16,728, or 31%. The decrease for the six month period was primarily due to decreased interest expense related to convertible promissory notes.

Net loss

As a result of the foregoing, net loss for the six months ended June 30, 2016 and 2015 was $1,180,494 and $1,434,285, respectively, a decrease of $253,791 or 18%. Net loss for the three month period ended June 30, 2016 and 2015 was $696,641 and $692,942, respectively, for an increase of $3,699, or 1%.

Going Concern

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

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

Liquidity and Capital Resources

As of June 30, 2016, our current liabilities exceeded our current assets by $8.7 million. Furthermore, during the quarter ended June 30, 2016, we incurred losses of $1,180,494. At the current level of borrowing, we require cash of $275,000 per year to service our debt and, in order to continue operating its business, we use an average of $172,000 cash per month, or $2.06 million per year.

In addition to the above cash burn from operations, we will be required to obtain additional financing in order to meet the obligations for installment payments of $621,000 under the Creditor Plan and our obligations under the secured indebtedness to The RHL Group under the Eleventh Amended Note, which had a balance of $2.63 million at June 30, 2016, amongst other debt obligations. Such obligations are currently due and payable pursuant to the terms of the notes.

To finance our activities, we have relied on the issuance of stock and debt to The RHL Group. At June 30, 2016, we had a Line of Credit with the RHL Group in the amount of $4.5 million. Availability under this Line of Credit, at the lender's discretion, was $1.62 million as of June 30, 2016.

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

16

Cash Flows for the six months ended June 30, 2016 compared to six months ended June 30, 2015

Net cash used in operating activities for the six months ended June 30, 2016 and 2015 was $425,017 and $367,470, respectively. In 2016, we had a net loss of $1,180,494, plus non-cash adjustments (depreciation, amortization, common stock and warrants issued for services and interest, amortization of loan discount, and stock compensation expense) of $403,022, plus changes in operating assets and liabilities of $352,455. In 2015, net cash used in operating activities of $367,470 was comprised of a net loss of $1,434,285, plus similar non-cash adjustments of $246,935 plus changes in operating assets and liabilities of $819,880. Compared to 2015, the operating cash flow activities in 2016 were higher primarily due to timing of payments of current liabilities.

Net cash used in investing activities in the six months ended June 30, 2016 and 2015 totaled $2,000 and $152,416, respectively. Compared to 2015, investing activities in 2016 were lower mainly due to a decrease in patent filing costs.

Net cash provided by financing activities in the six months ended June 30, 2016 and 2015 totaled $427,017 and $210,493, respectively. Financing activities primarily included proceeds from Line of Credit. Compared to 2015, financing activities in 2016 were higher primarily due to an increase in proceeds from Line of Credit.

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

Description of Indebtedness

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

Convertible Notes

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

Commitments and Contingencies

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Controls and Procedures

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

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

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

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

Internal Control over Financial Reporting

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

17

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

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

The following is a summary of transactions by us since our previous disclosure on Form 10-Q filed with the Securities and Exchange Commission on May 23, 2016 involving sales of our securities that were not registered under the Securities Act of 1933, as amended (the "Securities Act"). Each offer and sale was exempt from registration under either Section 4(2) of the Securities Act or Rule 506 under Regulation D of the Securities Act because (i) the securities were offered and sold only to accredited investors; (ii) there was no general solicitation or general advertising related to the offerings; (iii) each investor was given the opportunity to ask questions and receive answers concerning the terms of and conditions of the offering and to obtain additional information; (iv) the investors represented that they were acquiring the securities for their own account and for investment; and (v) the securities were issued with restrictive legends:

On June 6, 2016, we granted a total of 10,000,000 shares of restricted stock to an unrelated party at a price of $0.04 per share in consideration of the exercise of warrants effected through a reduction in debt.

On June 7, 2016, we granted a total of 1,750,000 shares of restricted stock to an unrelated party at a price of $0.20 per share in consideration of the exercise of warrants effected through a reduction in debt.

On June 7, 2016, we granted a total of 5,236,625 shares of restricted stock to an unrelated party at a price of $0.02 per share in consideration of a reduction in debt.

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

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

Exhibit Number	Exhibit Description
10.1	Eleventh Amended and Restated Secured Promissory Note dated June 6, 2016.
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

18

SIGNATURES

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

Date: August 19, 2016

MMRGlobal, Inc.

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

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

19

EXHIBIT INDEX

Exhibit Number	Exhibit Description
10.1	Eleventh Amended and Restated Secured Promissory Note dated June 6, 2016.
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

20

EX-10.1

Exhibit 10.1

[Execution Copy]

ELEVENTH AMENDED AND RESTATED SECURED PROMISSORY NOTE

(For Revolving Line of Credit, Advances and Guaranteed Obligations)

(Up to) $4,500,000 June 6, 2016 Los Angeles, California

$2,527,714.26 (current balance under Revolving Line of Credit)

$2,777,714.26 (total Unpaid Balance)

For Value Received, the undersigned MyMedicalRecords, Inc. (formerly mymedicalrecords.com, Inc.), a Delaware corporation ("Subsidiary") and MMRGlobal, Inc. (formerly MMR Information Systems, Inc., formerly Favrille, Inc.), a Delaware corporation ("Parent") (together, "Borrower"), promises to pay to the order of The RHL Group, Inc., a California corporation ("Lender"), the sum of up to Four Million Five Hundred Thousand Dollars ($4,500,000) on a revolving basis (sometimes referred to as a "Reserve Line of Credit" herein) with interest from the date of disbursement on the Unpaid Balance, as that term is used herein, and defined below, from time to time outstanding. Capitalized terms used herein without definition shall, unless otherwise indicated, have the meanings given to such terms in the Security Agreement dated July 31, 2007, as amended on June 30, 2012 under the First Amended Security Agreement, and as amended on July 23, 2015 under the Second Amended Security Agreement (together, the "Security Agreement"), which grants certain security interests in the Collateral owned by Borrower, as therein defined. Borrower and Lender agree that the terms of this Eleventh Amended and Restated Secured Promissory Note ("Eleventh Amended Note") apply to the Reserve Line of Credit.

This Eleventh Amended Note is intended to update and amend that certain Secured Promissory Note (the "Original Note") dated July 30, 2007, as amended by the Amended and Restated Secured Promissory Note (the "First Amended Note"), dated August 23, 2007, and as further amended by the Second Amended and Restated Secured Promissory Note (the "Second Amended Note") dated August 1, 2008, which was modified by the Allonge dated January 27, 2009 (the "Allonge"), which notes were approved by the Borrower's Board of Directors by resolutions dated July 23, 2007, August 30, 2007 and June 2, 2008, respectively, which was further amended by the Third Amended and Restated Secured Promissory Note dated April 29, 2009 (the "Third Amended Note"), which was further amended by the Fourth Amended and Restated Secured Promissory Note dated April 29, 2010 (the "Fourth Amended Note"), which was further amended by the Fifth Amended and Restated Secured Promissory Note dated April 29, 2011 (the "Fifth Amended Note") and further amended by the Sixth Amended and Restated Secured Promissory Note dated April 29, 2012 (the "Sixth Amended Note"), which was further amended by the Seventh Amended and Restated Secured Promissory Note (the "Seventh Amended Note") dated July 30, 2012, which was further amended by the Eighth Amended and Restated Secured Promissory Note (the "Eighth Amended Note") dated April 29, 2013 which was further amended by the Ninth Amended and Restated Secured Promissory Note (the "Ninth

PROMISSORY NOTE Page 1 of 8

Amended Note") dated April 29, 2014, which was further amended by this Tenth Amended and Restated Secured Promissory Note (the "Tenth Amended Note") dated May 20, 2015 which is further amended by this Eleventh Amended and Restated Secured Promissory Note (the "Eleventh Amended Note") dated June 6, 2016. As stated therein, the Original Note, the First Amended Note, the Second Amended Note, the Third Amended Note, the Fourth Amended Note, the Fifth Amended Note the Sixth Amended Note, the Seventh Amended Note, the Eighth Amended Note, the Ninth Amended Note and the Tenth Amended Note provided for increases, if necessary, in the sole determination of the Lender, in the amount of the Reserve Line of Credit, and the terms of the Security Agreement which provide for that agreement to apply to advances in excess of the therein stated "Amount." The terms of the Security Agreement shall be deemed to apply to, and a security interest is hereby granted to the Lender, for all advances made, under this Tenth Amended Note to the same extent, validity, security and priority as to advances under the Original Note, the First Amended Note, the Second Amended Note, the Third Amended Note, the Fourth Amended Note, the Fifth Amended Note, the Sixth Amended Note, the Seventh Amended Note, the Eighth Amended Note, and the Ninth Amended Note, with the exception that the Seventh Amended Note, the Eighth Amended Note, the Ninth Amended Note, the Tenth Amended Note and this Eleventh Amended Note and the Security Agreement, are deemed to apply to the Parent as well as to the Subsidiary.

The original of the First Amended Note, Second Amended Note, Third Amended Note, including the Allonge, Fourth Amended Note, Fifth Amended Note, Sixth Amended Note, Seventh Amended Note, Eighth Amended Note, and Ninth Amended Note, and Tenth amended Note have been marked as "superseded." If, and only if, the Eleventh Amended Note is deemed unenforceable, or if the Security Agreement is, for any reason, deemed not to apply to the Eleventh Amended Note, then the terms of the Tenth Amended Note, (or the Ninth Amended Note, or the Eighth Amended Note, or the Seventh Amended Note, or the Sixth Amended Note, or the Fifth Amended Note, or the Fourth Amended Note, or the Third Amended Note, or the Second Amended Note, or the Original Note, and the Guaranty(s) previously signed by the Parent, as the case may be and if necessary) shall be deemed reinstated to the extent necessary to: (a) repay the advances of the Lender, and (b) provide for security to the Lender.

The term "Unpaid Balance" shall mean all of the following: (a) the funds actually lent to the Borrower, or either the Parent or the Subsidiary, including interest, fees, and costs thereon (which includes reasonable legal expenses and costs of Lender in connection with this Tenth Amended Note); (b) any funds paid or advanced for the benefit of the Borrower at the request of Borrower to third parties, including charges made on the Lender's credit or charge cards, or credit or charge cards for which Lender is liable (exclusive of interest on such charges) ("Credit Card Advances") on or after July 23, 2007; (c) subject to the last sentence of this paragraph, any amounts guaranteed by the Lender at the request of Borrower, for which the guarantees are still outstanding (including any personal guarantees by Robert H. Lorsch as approved by the Board of Directors); and (d) unpaid consulting fees to the Lender, salary to Robert H. Lorsch, or expenses accrued or owed to Lender. However, any amounts guaranteed by the Lender and unpaid (if any) shall not be included in the balance under the Revolving Line of Credit, but shall reduce the balance available under the Reserve Line of Credit.

PROMISSORY NOTE Page 2 of 8

The entire Unpaid Balance shall be due and payable at the end of each calendar month, provided however, that if the Borrower is not otherwise in default under the Original Note, the First Amended Note, the Second Amended Note, the Third Amended Note, the Fourth Amended Note, the Fifth Amended Note, the Sixth Amended, the Seventh Amended Note, the Eighth Amended Note, the Ninth Amended Note, he Tenth Amended Note or the Eleventh Amended Note or the Security Agreement, as amended from time to time, the Reserve Line of Credit shall continue in existence for the next succeeding month, and payment of the full Unpaid Balance shall be similarly deferred. However, notwithstanding any other provision in this Note: (a) the obligation to pay interest on a monthly basis, and the obligation to pay the Credit Card Advances, if any, shall continue to be due and payable on a monthly basis; and (b) unless otherwise agreed in writing by Lender, the entire unpaid balance shall be due and owing, without extension, June 6^th, 2017 (the "Final Maturity Date").

The monthly payment shall not include any interest for amounts guaranteed by the Lender unless the Lender has performed on the guarantee, whether by payment or otherwise, except that on the Final Maturity Date, the Borrower must pay all amounts due and any amounts due under any still then outstanding guarantees of Lender at the option of Lender. Notwithstanding anything to the contrary in this Note, or any of the predecessor notes that have been marked as "superseded," the Borrower shall pay at least $1,000 per month, starting on July 1, 2016 to the Lender or holder of this Note.

Upon the occurrence of an Event of Default, as defined in this Note or the Security Agreement, the Final Maturity Date shall be accelerated as against the Parent, the Subsidiary, or both, without further action by the Lender.

Interest shall accrue at the rate equal to the lesser of 10% per annum or the maximum rate allowed under the California State Constitution. Said rate shall continue in effect for the entire period of the Reserve Line of Credit up to the Final Maturity Date. At no time shall the interest rate, and fees, if applicable, exceed the maximum rate chargeable by law.

Borrower acknowledges and agrees that the Unpaid Balance is presently due and owing, that the Unpaid Balance is $ 2,527,714.26 as of June 6^th 2016, that the amount under the revolving line is $2,777,714.26 (not including guarantees as per the last sentence under the "Unpaid Balance" paragraph above), and that there are no defenses, at law or in equity, to the amount due under this Note as of the date of the execution of this Note.

Lender will receive, concurrently with the execution of this Eleventh Amended Note, 2,777,714 warrants to acquire shares of Parent's common stock at an exercise price of $0.011 per share which represents one warrant per dollar outstanding on the Unpaid Balance of the Note as of the renewal date. Such warrants shall be fully vested and be exercisable in cash or in a cashless exercise at any time prior to their fifth anniversary of issuance, and which shall be non-transferable without the consent of Parent, which consent is not to be unreasonably withheld.

All payments on this Note are payable at, and all writings respecting the warrants shall be sent to, The RHL Group, P.O. Box 17034, Beverly Hills, CA 90210, or at such other place as the Lender or any other holder hereof shall notify Borrower in writing.

PROMISSORY NOTE Page 3 of 8

All payments received by the Lender on this Note may be applied by Lender as follows: first, to the payment of all fees and expenses owed under this Note or the Security Agreement; second, to the payment of accrued and unpaid interest then due and owing; and third, to principal or as otherwise indicated by Lender.

This Note may be prepaid in whole or in part, without penalty. In the event of partial prepayments, the prepayments and proceeds shall be applied as described in the just preceding paragraph.

At any time or times on or after the date hereof (or, to avoid the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, regarding "short swing profits," six months and one day from the date of the Lender's last purchase or sale of equity securities of the Parent), the Lender shall be entitled to convert up to Five Hundred Thousand Dollars ($500,000.00) of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and non-assessable shares of the Parent's Common Stock (the "Common Stock") at the Conversion Rate (as defined below).  The Parent shall not issue any fraction of a share of Common Stock upon any conversion.  If the issuance would result in the issuance of a fraction of a share of Common Stock, the Parent shall round such fraction of a share of Common Stock down to the nearest whole share and the difference shall remain outstanding as Unpaid Balance under this Note until paid in accordance herewith.  To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the holder shall deliver to the Parent a written notice of conversion so requesting at least five (5) days prior to the requested Conversion Date (a "Conversion Request").  Such Conversion Amount shall convert (a "Conversion Event") into fully paid and non-assessable shares of Common Stock at the Conversion Rate in the manner specified in below.

The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to the foregoing paragraph shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (as defined below) (the "Conversion Rate").

As used herein, the term "Conversion Amount" means the sum of (A) the portion of the Principal to be converted with respect to which this determination is being made, which shall not exceed $500,000 in the aggregate, and (B) accrued and unpaid Interest with respect to such Principal, and the term "Conversion Price" shall be equal to $0.012 per share of Common Stock.

On or before a Conversion Event, the Lender shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction), duly endorsed, at the Parent's principal corporate office, and provide in writing the name or names in which the certificate or certificates for shares of Common Stock are to be issued.  The Parent shall, at its expense and as soon as practicable, thereafter issue and deliver, or cause its transfer agent to issue and deliver, to the Lender, or to the nominee or nominees of the Lender, a certificate or certificates for the number of shares of Common Stock to which the Lender shall be entitled.  The person or persons entitled to receive the shares of Common Stock issuable upon a Conversion Event shall be treated for all purposes as the record holder or holders of such shares as of the Conversion Date.  If this Note is physically

PROMISSORY NOTE Page 4 of 8

surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Parent shall as soon as practicable and in no event later than five trading days after receipt of this Note, and at its own expense, issue and deliver to the Lender, a new Note representing the outstanding Principal not converted.

Notwithstanding anything else in this Agreement, the entire Unpaid Balance shall be due and owing, without extension on the occurrence of any of the following, unless otherwise agreed by Lender in writing: (a) a change in ownership or control of Borrower in an amount equal to or greater than one-third (1/3) of outstanding voting stock, other than transactions on a publicly traded market in the regular course of trading; (b) a transfer of at least one-third (1/3) of the assets of Borrower; (c) a change in the composition of Borrower's Board of Directors, Officers and/or senior management which is not approved by Lender; (d) Parent or Subsidiary shall first be the subject of a case pending in any United States Bankruptcy Court; (e) Parent or Subsidiary shall suffer the appointment of a receiver appointed in any state or federal court action, or other proceeding; (f) Parent or Subsidiary shall be the subject of any writ of attachment or writ of execution; (g) Parent or Subsidiary shall not be in full compliance with all of its covenants in prior agreements by June 6^th 2016; (h) Parent and Subsidiary shall fall out of compliance with its covenants on or after June 6^th 2016; (i) Borrower shall have less than $200,000 in cash in its bank accounts or such other amount as necessary to maintain operations, whichever is greater, through the subsequent thirty (30) days on and after June 6, 2016; or (j) Subsidiary and Parent shall not timely pay any obligations due respecting payroll and all associated payroll taxes at any time during the term of the Note.

The Security Agreement, as amended from time to time, relating to the Original Note, the Amended Note, the Second Amended Note, the Third Amended Note, The Fourth Amended Note, the Fifth Amended Note, the Sixth Amended Note, the Seventh Amended Note, the Eighth Amended Note, the Ninth Amended Note the Tenth Amended Note and this Eleventh Amended Note shall jointly be referred to as the "Loan Documents."

Upon the happening of any failure to make any payment under the Loan Documents, or any other "Event of Default" as defined in the Security Agreement, as amended from time to time, Lender may at its option declare the entire unpaid balance of this Note, together with interest accrued thereon, to be immediately due and payable. Upon receiving notice of Default, Borrower will have10 calendar days to cure such Event of Default. In the event the Borrower fails to cure the default, the Lender may proceed to exercise any rights or remedies that it may have under any of the Loan Documents or under this Note or such other rights and remedies which, subject to the provisions of this Note and Loan Documents, the Lender may have at law, equity or otherwise. In the event of such acceleration, Borrower may discharge its obligations to the Lender by paying the unpaid balance hereof as of the date of such payment, plus accrued interest and fees, in the manner set forth above.

Upon an Event of Default (as defined in the Security Agreement, as amended from time to time), the interest rate hereunder shall be computed as the higher of: (a) the highest rate then allowed by law, or (b) the rate described herein.

PROMISSORY NOTE Page 5 of 8

After default, in addition to principal and accrued interest, the Lender shall be entitled to collect all costs of collection, including, but not limited to, reasonable attorneys' fees incurred in connection with any of the lender's reasonable collection efforts, whether or not suit on this Note is filed, and all such costs and expenses shall be payable on demand.

No failure on the part of the Lender or other holder hereof to exercise any right or remedy hereunder, whether before or after the happening of a default, shall constitute a waiver thereof, and no waiver of any past default shall constitute waiver of any future default or of any other default. No failure to accelerate the debt evidenced hereby by reason of default hereunder, or acceptance of a past due installment or indulgence granted from time to time shall be construed to be a waiver of the right to insist upon prompt payment thereafter, or shall be deemed to be a novation of this Note or as a reinstatement of the debt evidenced hereby or a waiver of such right of acceleration or any other right, or be construed so as to preclude the exercise of any right which Lender may have, whether by the laws of the State of California, by agreement or otherwise, and Borrower and each endorser or guarantor hereby expressly waives the benefit of any statute or rule of law or equity which would produce a result contrary to or in conflict with the foregoing. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom such agreement is sought to be enforced.

Borrower and each endorser or guarantor of this Note hereby waives presentment, protest, demand, and diligence, notice of dishonor and notice of nonpayment.

All agreements between Borrower and Lender, whether now existing or hereafter arising, and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid to Lender or the holder hereof, or collected by Lender or such holder for the use, forbearance or detention of the money to be loaned hereunder or otherwise, or for the payment or performance of any covenant or obligation contained herein, or in any other document pertaining to the indebtedness evidenced hereby, exceed the maximum amount permissible under governing usury laws as applicable in this transaction, If, under any circumstances whatsoever, fulfillment of any provision hereof or of the Loan Documents or any other documents, at the time performance of such provision shall be due, shall involve exceeding the limit of validity prescribed by law for this transaction, then the obligation to be fulfilled shall be reduced to the limit of such validity; and if under any circumstances Lender or other holder hereof shall ever receive an amount deemed interest by applicable law, which would exceed the highest lawful rate allowed for this transaction, such amount that would be excessive interest under governing laws as applicable to this transaction shall be applied to the reduction of the principal amount owing hereunder and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and such other indebtedness, the excess shall be deemed to have been a payment made by mistake and shall be refunded to Borrower or to any other person making such payment on Borrower's behalf. All sums paid or agreed to be paid to the Lender hereto for the use, forbearance or detention of the indebtedness of Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by governing law, and to the extent necessary to preclude exceeding the limit of validity prescribed by law as applicable to this transaction, shall be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of this Note until payment in full of the loan evidenced hereby so that the actual rate of interest on account of such indebtedness is uniform throughout the term hereof. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between Borrower, and endorser or guarantor and Lender.

PROMISSORY NOTE Page 6 of 8

This Note shall be governed by and construed under the laws of the State of California applicable to contracts made and to be performed entirely in that State without regard to the principles thereof regarding conflict of laws. Borrower and each endorser or guarantor hereby submits to personal jurisdiction in said State for the enforcement of Borrower's obligations hereunder, and waives any and all personal rights under the law of the other state to object to jurisdiction within such State for the purposes of litigation to enforce such obligations of Borrower. In the event such litigation is commenced, Borrower agrees that service of process may be made and personal jurisdiction over Borrower obtained, by service of a copy of the summons, complaint and other pleadings required to commence such litigation upon Borrower's appointed agent for service of process in such state with a copy to:

Robert Yaspan
Yaspan Law
21700 Oxnard St., Suite 1750
Woodland Hills, Ca. 91367

The holder of this note shall be entitled, without limitation, to all of the rights and remedies of the Lender under the Loan Agreements with respect to this Note. In the event of any conflict between the terms and conditions of the Security Agreement and those of this Note, the terms and conditions of this Note shall control. The obligations of Borrower pursuant to this Note are secured by the Security Agreement.

Borrower represents that it has obtained all of the corporate authority necessary to execute this Note.

[SIGNATURE PAGE FOLLOWS]

PROMISSORY NOTE Page 7 of 8

IN WITNESS WHEREOF, Borrower has executed this instrument by its duly authorized signatories as of the date first above written.

"Borrower"

MyMedicalRecords, Inc., a Delaware corporation ("Subsidiary")

Name: Scott Kline

Title: Secretary & General Counsel

Signature: ___________________________________

Date: ____________

MMRGlobal, Inc., a Delaware corporation ("Parent")

Name: Scott Kline

Title: Secretary & General Counsel

Signature: ___________________________________

Date: ____________

The RHL Group, Inc. ("Lender")

Name: Robert H. Lorsch

Title: CEO

Signature: ___________________________________

Date: ____________

PROMISSORY NOTE Page 8 of 8

EX-31

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: August 19, 2016

/s/ Robert H. Lorsch

Name: Robert H. Lorsch
Title: Chief Executive Officer

EX-31

Exhibit 31.2

Certification

I, Bernard Stolar, 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: August 19, 2016

/s/ Bernard Stolar

Name: Bernard Stolar
Title: Acting Chief Financial Officer

EX-32

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 June 30, 2016 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:	August 19, 2016

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

Exhibit 32.2

Certification

I, Bernard Stolar, 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 June 30, 2016 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/ Bernard Stolar
Name:	Bernard Stolar
Title:	Acting Chief Financial Officer
Date:	August 19, 2016

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.

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Aug. 19, 2016
Document And Entity Information
Entity Registrant Name	MMRGlobal, Inc.
Entity Central Index Key	0001285701
Document Type	10-Q
Document Period End Date	Jun. 30, 2016
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		250,060,616
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2016

XML

Consolidated Balance Sheets - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 0	$ 0
Accounts receivable, less allowances of $215,483 in 2016 and 2015	11,744	27,934
Inventory	0	0
Prepaid expenses and other current assets	121,463	0
Total current assets	133,207	27,934
Property and equipment, net	11,920	19,071
Intangible assets, net	587,420	669,603
Total assets	732,547	716,608
Current liabilities:
Line of credit, related party	1,577,021	1,002,428
Related party payables	1,677,860	1,385,901
Compensation payable	736,285	727,509
Severance liability	620,613	620,613
Accounts payable and accrued expenses	3,508,260	4,420,585
Convertible notes payable	323,749	323,749
Notes payable, current portion	382,238	369,413
Notes payable, related party	6,743	56,743
Capital leases payable, current portion	13,222	13,221
Total current liabilities	8,845,991	8,920,162
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, 221,593,227 and 211,851,177 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively	1,097,259	1,059,050
Additional paid-in capital	58,919,665	57,687,270
Accumulated deficit	(68,130,368)	(66,949,874)
Total stockholders' deficit	(8,113,444)	(8,203,554)
Total liabilities and stockholders' deficit	$ 732,547	$ 716,608

XML

Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Current assets:
Allowances	$ 215,483	$ 215,483
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	250,060,616	211,851,177
Common stock, shares outstanding	250,060,616	211,851,177

XML

Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Income Statement [Abstract]
Revenues	$ 11,723	$ 16,351	$ 27,255	$ 61,052
Cost of revenues	98,271	60,924	118,208	134,256
Gross profit	(86,548)	(44,573)	(90,953)	(73,204)
General and administrative expenses	614,774	486,503	990,971	948,496
Sales and marketing expenses	88,225	160,244	140,560	317,695
Loss from operations	(789,547)	(691,320)	(1,222,484)	(1,339,395)
Other income	163,146	51,836	164,100	51,836
Interest and other finance charges, net	(70,240)	(53,458)	(122,110)	(146,726)
Net loss	$ (696,641)	$ (692,942)	$ (1,180,494)	$ (1,434,285)
Net loss per share:
Basic and diluted	$ (0.00)	$ 0.00	$ 0.00	$ 0.00
Weighted average common shares outstanding:
Basic	232,249,607	164,044,509	223,560,707	159,683,429
Diluted	232,249,607	164,044,509	223,560,707	159,683,429

XML

Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Operating activities:
Net loss	$ (1,180,494)	$ (1,434,285)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	89,332	158,226
Gain on write-off of liabilities	161,306	0
Warrants issued for services	137,528	8,818
Stock-based compensation	14,856	11,111
Common stock issued for services	0	13,000
Amortization of loan discount	0	55,780
Subtotal - non-cash adjustments	403,022	246,935
Effect of changes in:
Accounts receivable	16,190	(40,280)
Prepaid expenses and other current assets	11,788	112,558
Accounts payable and accrued expenses	23,742	327,415
Related party payables	291,959	325,645
Compensation payable	8,776	102,925
Deferred revenue	0	(8,383)
Subtotal - net change in operating assets and liabilities	352,455	819,880
Net cash used in operating activities	(425,017)	(367,470)
Investing activities:
Purchase of property and equipment	0	(1,252)
Filing of patents	(2,000)	(151,164)
Net cash used in investing activities	(2,000)	(152,416)
Financing activities:
Book overdraft	(18,264)	42,335
Proceeds from shares issued for financing activities	0	29,777
Payments of line of credit	0	138,381
Proceeds on line of credit	445,281	0
Net cash provided by financing activities	427,017	210,493
Net increase (decrease) in cash	0	(309,393)
Cash, beginning of period	0	309,393
Cash, end of period	0	0
Supplemental disclosures of cash flow information:
Cash paid for interest	0	93,268
Cash paid for income taxes	0	1,675
Supplemental disclosure of non-cash investing and financing activities:
Shares issued for reduction of payables	368,220	274,220
Warrants exercised through reduction of payables	$ 750,000	$ 0

XML

NATURE OF OPERATIONS AND BASIS OF PRESENTATION - Note 1

6 Months Ended

Jun. 30, 2016

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

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

Principles of Consolidation

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

Basis of Presentation

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

Going Concern and Management's Plan

As of June 30, 2016, our current liabilities exceeded our current assets by $8.7 million. Furthermore, during the six months ended June 30, 2016, we incurred losses of $1,180,494, 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 June 30, 2016 and December 31, 2015, we had $0 and $0, respectively, in cash and cash equivalents. Historically, we issued capital stock, sold debt and equity securities and received funds from The RHL Group, Inc. (a significant stockholder that is wholly-owned by our Chairman and Chief Executive Officer, Robert H. Lorsch) to operate our business. Although we received additional funding from The RHL Group pursuant to the Eleventh Amended and Restated Note effective June 6, 2016 (the "Line of Credit"), we will still be required to obtain additional financing in order to meet installment payment obligations and the previously existing obligations under the Line of Credit, which had a balance of $2,632,200 at June 30, 2016 and a total Unpaid Balance (as defined in the Line of Credit) of $2,882,200, which includes amounts borrowed under the Line of Credit, unpaid interest fees, any amounts guaranteed by The RHL Group, and other obligations due The RHL Group pursuant to the terms of the Eleventh Amended and Restated Note and the Security Agreement. As a result of the above, we express uncertainty about our ability to continue as a going concern. The components of the RHL Group Note payable and the related balance sheet presentation as of June 30, 2016 are as follows: $1,577,021, which is included in the Line of Credit, related party; and $1,055,179 related to other obligations due to The RHL Group which are included in related party payables.

Management's plan regarding this matter is to, amongst other things, continue to utilize our available Line of Credit with The RHL Group (see Note 3). As of June 30, 2016, we had approximately $1,617,799 remaining as available under The RHL Group Line of Credit. Additionally, we plan to continue selling additional debt and equity securities, continue to settle our existing liabilities through issuance of equity securities, explore other debt financing arrangements, continue to increase our existing subscriber and affiliate customer base, sell MMRPro products, and continue licensing our intellectual property to obtain additional cash flow over the next twelve months. We cannot assure that funds from these sources will be available when needed or, if available, will be on terms favorable to us or to our stockholders. If we raise additional funds or settle liabilities by issuing equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock. If we are unable to utilize our available Line of Credit with The RHL Group or obtain suitable alternative debt or equity financing, our ability to execute our business plan and continue as a going concern may be adversely affected.

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

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Note 2

6 Months Ended

Jun. 30, 2016

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 $0 and $0 as of June 30, 2016 and December 31, 2015, respectively.

(c) TRADE AND OTHER RECEIVABLES

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

(d) FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

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

(e) IMPAIRMENT OF LONG-LIVED ASSETS AND INTANGIBLES

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

(f) REVENUE RECOGNITION

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

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

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

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

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

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

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

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

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

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

(g) SHARE-BASED COMPENSATION

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

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

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

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

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

(h) NET INCOME/LOSS PER SHARE

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

We excluded all potential anti-dilutive common shares from the computation of diluted net loss per common share for the six months ended June 30, 2016 and 2015 because they were anti-dilutive due to our net loss position. Stock options, warrants and convertible notes excluded from the computation totaled 46,844,179 shares for the six months ended June 30, 2016 and 35,702,767 shares for the six months ended June 30, 2015, respectively.

(i) RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

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

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

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

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

(j) RECLASSIFICATIONS

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

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

6 Months Ended

Jun. 30, 2016

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

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

The Eleventh Amended Note had a current balance of $2,632,200 at June 30, 2016. The components of the Eleventh Amended Note and the related balance sheet presentation as of June 30, 2016 are as follows: $1,577,021, which is included in the Line of Credit, related party; and $1,055,179 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 June 30, 2016 and 2015 amounted to $60,339 and $34,728, respectively. Total interest expense on the Line of Credit for the six months ended June 30, 2016 and 2015 amounted to $129,312 and $65,389, respectively. The unpaid interest balances as of June 30, 2016 and December 31, 2015 were $250,812 and $60,257, respectively.

In conjunction with the Eleventh Amended Note, we were required to maintain certain financial covenants, including the requirement that we have at least $200,000 of cash in our bank accounts or such other amount as necessary to maintain operations through the subsequent thirty (30) days and timely pay any obligations due respecting payroll and all associated payroll taxes at any time during the term of the Note. Since we did not meet these covenants as of June 30, 2016, we received a second waiver from The RHL Group until August 25th, 2016.

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INCOME TAXES - Note 4

6 Months Ended

Jun. 30, 2016

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 June 30, 2016.

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

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

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COMMITMENTS AND CONTINGENCIES - Note 5

6 Months Ended

Jun. 30, 2016

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 $8,250. Total rent expense for the six months ended June 30, 2016 and 2015 were $49,500 and $52,125 respectively. Future minimum lease payments as of June 30, 2016, under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) are as follows:

Year Ending		Operating		Capital
December 31,		Leases		Leases
2016 (Remainder of)	$	49,500	$	13,222
2017		99,900		-
2018		99,900		-
Total minimum lease payments	$	249,300	$	13,222

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 with Surgery Center Management LLC ("SCM"). In consideration for the rights granted under that Agreement and in consideration of a settlement and release agreement, SCM contracted to pay MyMedicalRecords, Inc. an initial payment of $5 million payable on December 23, 2011, and additional payments of $5 million per year for five consecutive years. After unsuccessful attempts to collect the past due amount of $5 million, on January 19, 2012, MyMedicalRecords, Inc. filed a lawsuit in the Superior Court of the State of California for the County of Los Angeles for breach of contract. At this time, MMR believes that SCM owes the Company $30 million plus interest. On February 13, 2014, SCM filed a cross-complaint alleging claims for breach of that contract, among other things, which SCM has amended twice. The case is scheduled for trial on November 1, 2016.  MyMedicalRecords, Inc. will continue to pursue its claim and defenses, but the Company cannot predict the chances of either a favorable or unfavorable outcome, nor does the Company have sufficient information regarding its ability to collect any judgment MyMedicalRecords, Inc. may obtain against SCM.

On April 2, 2015, the Company and Stradling Yocca Carlson & Rauth, P.C. ("SYCR"), were notified of the determination of an arbitrator in regards to disputes over amounts of monies due SYCR regarding prior services rendered. SYCR and the Company has previously agreed to a non-binding arbitration of the matter. The Company received an award in favor of SYCR in the amount of $285,000 which the Company disputes, notwithstanding, that it represents a reduction of SYCR's original $571,000 claim or $286,000 in favor of the Company. Since the arbitration award is non-binding the Company has filed an appeal of the remaining award. The Company cannot predict the chances of either a favorable or unfavorable outcome of the appeal.

Two separate MyMedicalRecords health IT patents were accepted by the Australia Patent Office in 2015 and subject to Opposition. On January 8, 2015, Australia Patent Application No. 2011307287, "Universal Patient Record Conversion Tool," was accepted by the Australia Patent Office. An opposition was filed on April 21, 2015 by The Crown in the Right of the Commonwealth of Australia (Department of Health). A second opposition was filed on April 22, 2015 by the Medical Software Industry Association, Inc. which aligned itself with the Crown.  In the interim, a divisional application, Australia Patent Application No.2015201900, was filed on October 15, 2015.  On July 6, 2015, Australia Patent Application No. 2013212253, "Mobile Platform for Personal Health Records," was accepted by the Australia Patent Office. An opposition was filed on October 13, 2015 by the Medical Software Industry Association, Inc. and a second opposition was filed on October 16, 2015, by the Crown in the Right of the Commonwealth of Australia (Department of Health). A third opposition was filed on October 16, 2015, by the National E-Health Transition Authority Limited (NEHTA). The first opposition was dismissed on February 19, 2016. The second opposition and the third opposition remain pending.  Subsequently the Company has filed requests for withdrawal of the disputed application(s) and divisional applications while the Company continues to pursue settlement opportunities surrounding its remaining Australian Patents. Elsewhere, Patent No. 326616 with the same title and subject matter was issued in Mexico on January 6, 2015, and on May 5, 2016, we received notice that the "Universal Patient Record Conversion Tool," Patent Application No. 2013023072, was accepted and is also being granted in Singapore.

An additional divisional application under "Mobile Platform for Personal Health Records," Australia Patent Application No. 2015101556, was filed on October 21, 2015 and granted on November 12, 2015 as an Innovation Patent. In addition to Australia Patent No. 2015101556, MMR was previously issued two Australia health IT patents under the title "Method and System for Providing Online Medical Records": Patent No. 2006202057 issued on May 29, 2008 and Patent No. 2008202401 issued on December 24, 2009.

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STOCKHOLDERS' DEFICIT - Note 6

6 Months Ended

Jun. 30, 2016

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 June 30, 2016 and December 31, 2015, there were no shares of preferred stock issued and outstanding.

Common Stock

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

On February 2, 2016, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware effecting a five for one reverse stock split of the Company's common stock (the "Reverse Stock Split") which became effective in the marketplace on February 8, 2016. The number of shares and per share amounts have been retroactively restated to reflect this reverse stock split.

As of June 30, 2016, the total shares of our common stock issued and outstanding amounted to 250,060,616.

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EQUITY ISSUANCES - Note 7

6 Months Ended

Jun. 30, 2016

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 June 30, 2016, 2,626,911 shares remain issued under the 2001 Plan.

On September 1, 2011, our Board of Directors approved the adoption of a new plan to replace the 2001 Plan under the same general terms as the 2001 Plan. On June 20, 2012, our stockholders voted and approved the 2011 Equity Incentive Plan (the " 2011 Plan") at our 2012 Annual Stockholder Meeting. As of June 30, 2016, 4.67 million shares remain issued under the 2011 Plan, and 7.29 million shares of our common stock are reserved for future issuance under our 2011 Plan, which includes an automatic 1 million share annual increase pursuant to the terms of the 2011 Plan and a 5 million share increase authorized during our 2013 Annual Stockholder's Meeting.

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

				Weighted-Average
			Weighted-	Remaining
			Average	Contractual		Aggregate
			Exercise	Life		Intrinsic
	Options		Price	(Years)		Value
Outstanding at December 31, 2015	7,488,345	$	0.50	3.62	$	-
Granted	-		-
Exercised	-		-
Cancelled	(126,052)		0.90
Outstanding at June 30, 2016 (Unaudited)	7,362,293	$	0.50	3.19	$	-
Vested and expected to vest
at June 30, 2016 (Unaudited)	7,362,293	$	0.50	3.19	$	-
Exercisable at June 30, 2016 (Unaudited)	7,362,293	$	0.50	3.19	$	-

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

There were no options issued during the six months ended June 30, 2016.

Total stock option expenses recorded during the six months ended June 30, 2016 and 2015 were $14,856 and $11,111, respectively, and is reflected in operating expenses in the accompanying consolidated statements of operations.

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

		Options Outstanding				Options Exercisable
			Weighted		Weighted		Weighted		Weighted
			Average		Average		Average		Average
	Exercise	Number	Remaining		Exercise	Number	Remaining		Exercise
	Price	of Shares	Life (Years)		Price	of Shares	Life (Years)		Price
$	0.25 - 0.45	2,560,000	5.36	$	0.35	2,560,000	5.36	$	0.35
$	0.50 - 0.75	4,602,293	1.94	$	0.55	4,602,293	1.94	$	0.55
$	> 0.75	200,000	3.96	$	0.90	200,000	3.96	$	0.90
		7,362,293				7,362,293

Warrants

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

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

			Weighted Avg
	Shares		Exercise Price
Outstanding at December 31, 2015	11,428,610	$	0.30
Granted	40,227,714		0.03
Exercised	(11,750,000)		-
Cancelled	(1,497,036)		0.42
Outstanding at June 30, 2016 (Unaudited)	38,409,288	$	0.09
Exercisable at June 30, 2016 (Unaudited)	36,375,955	$	0.09

Total warrant expenses recorded during the six months ended June 30, 2016 and 2015 were $137,528 and $8,818, respectively.

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

	Warrants Outstanding				Warrants Exercisable
	Warrants	Weighted Avg		Weighted Avg	Warrants	Weighted Avg		Weighted Avg
Ranges	Outstanding	Remaining Life		Exercise Price	Exercisable	Remaining Life		Exercise Price
$0.02 - $0.30	36,063,476	2.84	$	0.05	34,030,142	2.82	$	0.05
$0.30 - $0.50	255,000	0.78		0.50	255,000	0.78		0.50
Greater $0.50	2,090,812	0.31		0.75	2,090,813	0.31		0.75
	38,409,288				36,375,955

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

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

Shares Issued for Services or Reduction to Liabilities

During the six months ended June 30, 2016, we issued 26,459,439 shares of common stock with a value of $368,220 to various third parties and charged the proceeds to the appropriate accounts for the following reasons:

	Six Months Ended June 30, 2016
Purpose	Shares		Value
Services provided	-	$	-
Reduction of payables	26,459,439		368,220
Totals	26,459,439	$	368,220

The 26,459,439 issued shares were not contractually restricted. However, as these shares have not been registered under the Securities Act of 1933, as amended (the "Act"), they are restricted from sale until they are registered under the Act, or qualify for resale under the rules promulgated under the Act. All such shares were calculated at the trading closing price on the date of issuance.

Stock Bonus Agreements

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

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

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NOTES PAYABLE - Note 8

6 Months Ended

Jun. 30, 2016

Notes to Financial Statements

NOTES PAYABLE - Note 8

NOTE 8 - NOTES PAYABLE

Notes payable consisted of the following:

		June 30,		December 31,
		2016		2015
Promissory notes payable due to the former officers of MMRGlobal as part of severance packages, due in full on August 31, 2009 with no stated interest	$	76,783	$	76,783
Promissory notes payable due to the former officers of MMRGlobal pursuant to the Resignation and Post-Merger Employment Arrangement, due in full on August 31, 2009 with no stated interest		25,444		25,444
Promissory notes payable due to vendors relating to settlement of certain outstanding accounts payable, payable in 18 equal monthly installments commencing on July 27, 2009 and ending on January 27, 2011, with no stated interest		223,116		223,116
Short-term loan due to a third-party with 6% interest		56,896		44,070
		382,239		369,413
Less: current portion		(382,239)		(369,413)
Notes payable, less current portion	$	-	$	-
Short term loan due to a related-party, payable in full on January 2, 2014 with 12% interest	$	6,743	$	6,743
Short term loan due to a related-party, payable in full on May 31, 2014 with 12% interest		-		50,000
Notes payable related party, current portion		6,743		56,743
Less: current portion		(6,743)		(56,743)
Notes payable related party, less current portion	$	-	$	-

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CONVERTIBLE PROMISSORY NOTES - Note 9

6 Months Ended

Jun. 30, 2016

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

Each Note contains the following general terms and provisions:

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

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

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

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

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RESTRUCTURING ACTIVITIES - Note 10

6 Months Ended

Jun. 30, 2016

Notes to Financial Statements

RESTRUCTURING ACTIVITIES - Note 10

NOTE 10 - RESTRUCTURING ACTIVITIES

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

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

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RELATED PARTY TRANSACTIONS - Note 11

6 Months Ended

Jun. 30, 2016

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 32.1% our total outstanding voting stock. The RHL Group, Inc. has loaned us money pursuant to the Eleventh Amended Note and all predecessor notes. See Note 3 - Related Party Note Payable above.

The RHL Group is an investment holding company which provides consulting, operational and technical services to us, which we refer to as the RHL Services. As part of the RHL Services, The RHL Group provides us with unrestricted access to its internal business and relationship contact database of more than 10,000 persons and entities, which includes clients of The RHL Group and other individuals which may hold value to us. The RHL Group also provides infrastructure support to us, including allowing us unlimited access to its facilities, equipment, and data, information management and server systems. In addition to allowing us the use of its office support personnel, The RHL Group has also consented to allow us to utilize the full-time services of Mr. Lorsch as our President, Chairman and Chief Executive Officer, which requires substantial time and energy away from his required duties as The RHL Group's Chairman and Chief Executive Officer. In addition, The RHL Group has made 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 $25,000 during the six months ended June 30, 2016 and 2015, toward marketing consulting services from Bernard Stolar, a director. We included $242,773 and $206,272 in related party payables as of June 30, 2016 and December 31, 2015, respectively, in connection with these services and board fees.

We contract with a significant vendor for the development and maintenance of the software applications necessary to run our MyMedicalRecords PHR, MyEsafeDepositBox and MyMedicalRecords Pro products. Our outside developer supports our software development needs through a team of software engineers, programmers, quality control personnel and testers, who work with our internal product development team on all aspects of application development, design, integration and support of our products. This vendor is also a stockholder. For the six months ended June 30, 2016 and 2015, the total expenses relating to this stockholder amounted to $60,000 and $60,000, respectively. In addition, we capitalized $0 of software development costs for the quarter ended June 30, 2016. As of June 30, 2016 and December 31, 2015, the total amounts due to the stockholder and included in related party payables amounted to $165,000 and $105,000 respectively.

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SUBSEQUENT EVENTS - Note 12

6 Months Ended

Jun. 30, 2016

Notes to Financial Statements

SUBSEQUENT EVENTS - Note 12

NOTE 12 - SUBSEQUENT EVENTS

On August 11, 2016, Ivor Royston, M.D. resigned from the Board of Directors of the Company, effective immediately, in order to devote more time to other business ventures.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2016

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 and six months ended June 30, 2016 are not indicative of the results that may be expected for the fiscal year ending December 31, 2016. You should read these unaudited condensed consolidated financial statements in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015.

Going Concern and Management's Plan

Going Concern and Management's Plan

As of June 30, 2016, our current liabilities exceeded our current assets by $8.7 million. Furthermore, during the six months ended June 30, 2016, we incurred losses of $1,180,494, 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 June 30, 2016 and December 31, 2015, we had $0 and $0, respectively, in cash and cash equivalents. Historically, we issued capital stock, sold debt and equity securities and received funds from The RHL Group, Inc. (a significant stockholder that is wholly-owned by our Chairman and Chief Executive Officer, Robert H. Lorsch) to operate our business. Although we received additional funding from The RHL Group pursuant to the Eleventh Amended and Restated Note effective June 6, 2016 (the "Line of Credit"), we will still be required to obtain additional financing in order to meet installment payment obligations and the previously existing obligations under the Line of Credit, which had a balance of $2,632,200 at June 30, 2016 and a total Unpaid Balance (as defined in the Line of Credit) of $2,882,200, which includes amounts borrowed under the Line of Credit, unpaid interest fees, any amounts guaranteed by The RHL Group, and other obligations due The RHL Group pursuant to the terms of the Eleventh Amended and Restated Note and the Security Agreement. As a result of the above, we express uncertainty about our ability to continue as a going concern. The components of the RHL Group Note payable and the related balance sheet presentation as of June 30, 2016 are as follows: $1,577,021, which is included in the Line of Credit, related party; and $1,055,179 related to other obligations due to The RHL Group which are included in related party payables.

Management's plan regarding this matter is to, amongst other things, continue to utilize our available Line of Credit with The RHL Group (see Note 3). As of June 30, 2016, we had approximately $1,617,799 remaining as available under The RHL Group Line of Credit. Additionally, we plan to continue selling additional debt and equity securities, continue to settle our existing liabilities through issuance of equity securities, explore other debt financing arrangements, continue to increase our existing subscriber and affiliate customer base, sell MMRPro products, and continue licensing our intellectual property to obtain additional cash flow over the next twelve months. We cannot assure that funds from these sources will be available when needed or, if available, will be on terms favorable to us or to our stockholders. If we raise additional funds or settle liabilities by issuing equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock. If we are unable to utilize our available Line of Credit with The RHL Group or obtain suitable alternative debt or equity financing, our ability to execute our business plan and continue as a going concern may be adversely affected.

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

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 $0 and $0 as of June 30, 2016 and December 31, 2015, 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.

Fair Value of Financial Instruments

(d) FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

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

Impairment of Long-Lived Assets and Intangibles

(e) IMPAIRMENT OF LONG-LIVED ASSETS AND INTANGIBLES

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

Revenue Recognition

(f) REVENUE RECOGNITION

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

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

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

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

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

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

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

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

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

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

Shared-Based Compensation

(g) SHARE-BASED COMPENSATION

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

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

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

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

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

Net Income/Loss Per Share

(h) NET INCOME/LOSS PER SHARE

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

We excluded all potential anti-dilutive common shares from the computation of diluted net loss per common share for the six months ended June 30, 2016 and 2015 because they were anti-dilutive due to our net loss position. Stock options, warrants and convertible notes excluded from the computation totaled 50,094,179 shares for the six months ended June 30, 2016 and 35,702,767 shares for the six months ended June 30, 2015, respectively.

Recent Accounting Pronouncements

(i) RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

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

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

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

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

Reclassifications

(j) RECLASSIFICATIONS

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

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 June 30, 2016.

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

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

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SHARE-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2016

Share-based Compensation Tables

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

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

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

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COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Jun. 30, 2016

Commitments And Contingencies Tables

Schedule of Future Minimum Rental Payments for Operating and Capital Leases

Future minimum lease payments as of June 30, 2016, under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) are as follows:

Year Ending		Operating		Capital
December 31,		Leases		Leases
2016 (Remainder of)	$	49,500	$	13,222
2017		99,900		-
2018		99,900		-
Total minimum lease payments	$	249,300	$	13,222

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EQUITY ISSUANCES (Tables)

6 Months Ended

Jun. 30, 2016

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

Summary of Outstanding Option Awards

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

				Weighted-Average
			Weighted-	Remaining
			Average	Contractual		Aggregate
			Exercise	Life		Intrinsic
	Options		Price	(Years)		Value
Outstanding at December 31, 2015	7,488,345	$	0.50	3.62	$	-
Granted	-		-
Exercised	-		-
Cancelled	(126,052)		0.90
Outstanding at June 30, 2016 (Unaudited)	7,362,293	$	0.50	3.19	$	-
Vested and expected to vest
at June 30, 2016 (Unaudited)	7,362,293	$	0.50	3.19	$	-
Exercisable at June 30, 2016 (Unaudited)	7,362,293	$	0.50	3.19	$	-

Summary of Stock Options Outstanding and Exercisable

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

		Options Outstanding				Options Exercisable
			Weighted		Weighted		Weighted		Weighted
			Average		Average		Average		Average
	Exercise	Number	Remaining		Exercise	Number	Remaining		Exercise
	Price	of Shares	Life (Years)		Price	of Shares	Life (Years)		Price
$	0.25 - 0.45	2,560,000	5.36	$	0.35	2,560,000	5.36	$	0.35
$	0.50 - 0.75	4,602,293	1.94	$	0.55	4,602,293	1.94	$	0.55
$	> 0.75	200,000	3.96	$	0.90	200,000	3.96	$	0.90
		7,362,293				7,362,293

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

	Warrants Outstanding				Warrants Exercisable
	Warrants	Weighted Avg		Weighted Avg	Warrants	Weighted Avg		Weighted Avg
Ranges	Outstanding	Remaining Life		Exercise Price	Exercisable	Remaining Life		Exercise Price
$0.02 - $0.30	36,063,476	2.84	$	0.05	34,030,142	2.82	$	0.05
$0.30 - $0.50	255,000	0.78		0.50	255,000	0.78		0.50
Greater $0.50	2,090,812	0.31		0.75	2,090,813	0.31		0.75
	38,409,288				36,375,955

Summary of Outstanding Warrant Awards

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

			Weighted Avg
	Shares		Exercise Price
Outstanding at December 31, 2015	11,428,610	$	0.30
Granted	40,227,714		0.03
Exercised	(11,750,000)		-
Cancelled	(1,497,036)		0.42
Outstanding at June 30, 2016 (Unaudited)	38,409,288	$	0.09
Exercisable at June 30, 2016 (Unaudited)	36,375,955	$	0.09

Black-Scholes option and valuation model assumptions

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

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

Shares Issued for Services or Reduction to Liabilities

During the six months ended June 30, 2016, we issued 26,459,439 shares of common stock with a value of $368,220 to various third parties and charged the proceeds to the appropriate accounts for the following reasons:

	Six Months Ended June 30, 2016
Purpose	Shares		Value
Services provided	-	$	-
Reduction of payables	26,459,439		368,220
Totals	26,459,439	$	368,220

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NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2016

Notes Payable Tables

Notes Payable

Notes payable consisted of the following:

		June 30,		December 31,
		2016		2015
Promissory notes payable due to the former officers of MMRGlobal as part of severance packages, due in full on August 31, 2009 with no stated interest	$	76,783	$	76,783
Promissory notes payable due to the former officers of MMRGlobal pursuant to the Resignation and Post-Merger Employment Arrangement, due in full on August 31, 2009 with no stated interest		25,444		25,444
Promissory notes payable due to vendors relating to settlement of certain outstanding accounts payable, payable in 18 equal monthly installments commencing on July 27, 2009 and ending on January 27, 2011, with no stated interest		223,116		223,116
Short-term loan due to a third-party with 6% interest		56,896		44,070
		382,239		369,413
Less: current portion		(382,239)		(369,413)
Notes payable, less current portion	$	-	$	-
Short term loan due to a related-party, payable in full on January 2, 2014 with 12% interest	$	6,743	$	6,743
Short term loan due to a related-party, payable in full on May 31, 2014 with 12% interest		-		50,000
Notes payable related party, current portion		6,743		56,743
Less: current portion		(6,743)		(56,743)
Notes payable related party, less current portion	$	-	$	-

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Accounting Policies (Cash and Cash Equivalents) (Narrative) (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015	Jun. 30, 2015	Dec. 31, 2014
Accounting Policies Cash And Cash Equivalents Narrative Details
Cash and cash equivalents	$ 0	$ 0	$ 0	$ 309,393

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Accounting Policies (Intangible Assets and Impairments) (Narrative) (Details) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Accounting Policies Intangible Assets And Impairments Narrative Details
Impairment charges	$ 0	$ 0

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Accounting Policies (Share-Based Compensation Schedule Of Assumptions Used In Black-Scholes Model) (Details) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Accounting Policies Share-based Compensation Schedule Of Assumptions Used In Black-scholes Model Details
Expected life, in years, maximum	5 years	5 years
Stock price volatility, minimum	79.00%	79.00%
Stock price volatility, maximum	79.00%	79.00%
Risk-free interest rate, mimimum	0.04%	0.04%
Risk-free interest rate, maximum	1.38%	1.38%
Expected dividends	$ 0	$ 0
Forfeiture rate	0.00%	0.00%

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Accounting Policies (Net Income/Loss Per Share) (Narrative) (Details) - shares	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Accounting Policies Net Incomeloss Per Share Narrative Details
Stock options, warrants and convertible notes excluded from the computation of net loss per share	46,844,179	35,702,767

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Related Party Note Payable (Narrative) (Details) - Tenth Amended and Restated Secured Promissory Note - USD ($)

3 Months Ended

6 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Jun. 30, 2016

Jun. 30, 2015

Dec. 31, 2015

Date of note

Apr. 29, 2014

Maximum line of credit under note

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

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

The Eleventh Amended Note had a current balance of $2,632,200 at June 30, 2016. The components of the Eleventh Amended Note and the related balance sheet presentation as of June 30, 2016 are as follows: $1,577,021, which is included in the Line of Credit, related party; and $1,055,179 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 June 30, 2016 and 2015 amounted to $60,339 and $34,728, respectively. Total interest expense on the Line of Credit for the six months ended June 30, 2016 and 2015 amounted to $129,312 and $65,389, respectively. The unpaid interest balances as of June 30, 2016 and December 31, 2015 were $250,812 and $60,257, respectively.

In conjunction with the Eleventh Amended Note, we were required to maintain certain financial covenants, including the requirement that we have at least $200,000 of cash in our bank accounts or such other amount as necessary to maintain operations through the subsequent thirty (30) days and timely pay any obligations due respecting payroll and all associated payroll taxes at any time during the term of the Note. Since we did not meet these covenants as of June 30, 2016, we received a second waiver from The RHL Group until August 25th, 2016.

Maturity date

Apr. 29, 2016

Warrants granted for shares

1,764,642

Warrant price per share

$ 0.003

Debt component classification:

Line of credit, related party

$ 850,000

$ 850,000

Related party payables

690,000

690,000

Total note payable balance

1,540,000

1,540,000

Interest expense on line of credit

34,728

$ 26,678

65,389

$ 61,765

Related party accrued interest

$ 94,985

$ 94,985

$ 30,160

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Income Taxes (Narrative) (Details)	6 Months Ended
	Jun. 30, 2016 USD ($)
Income Taxes Narrative Details
Unrecognized tax benefits	$ 0
Income tax rate	0.00%

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Commitments and Contingencies (Operating Leases) (Details)	Jun. 30, 2016 USD ($)
Year ending December 31:
2016 (Remainder of)	$ 49,500
2017	99,900
2018	99,900
Total minimum lease payments	$ 249,300

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Commitments and Contingencies (Capital Leases) (Details)	Jun. 30, 2016 USD ($)
Year ending December31:
2016 (Remainder of)	$ 13,222
Total minimum lease payments	$ 13,222

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

6 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Rent expense

$ 49,500

$ 52,125

September 2013 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 $8,250.

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Equity Issuances (Stock Option Activity Summary Of Option Activity) (Details)	6 Months Ended
	Jun. 30, 2016 USD ($) $ / shares shares
Equity Issuances Stock Option Activity Summary Of Option Activity Details
Outstanding at December 31, 2015	7,488,345
Granted	0
Exercised	0
Cancelled	(126,052)
Outstanding at June 30, 2016 (Unaudited)	7,362,293
Vested and expected to vest at June 30, 2016 (Unaudited)	7,362,293
Exercisable at June 30, 2016 (Unaudited)	7,362,293
Weighted-Average Exercise Prices, Outstanding at December 31, 2015 | $ / shares	$ 0.50
Weighted-Average Exercise Prices, Granted | $ / shares	0
Weighted-Average Exercise Prices, Exercised | $ / shares	0
Weighted-Average Exercise Prices, Forfeited, cancelled or expired | $ / shares	0.90
Weighted-Average Exercise Prices, Outstanding at June 30, 2016 | $ / shares	0.50
Weighted-Average Exercise Prices, Vested and expected to vest | $ / shares	$ 0.10
Weighted-Average Remaining Contractual Life (in years), Outstanding at December 31, 2015	3 years 223 days
Weighted-Average Remaining Contractual Life (in years), Outstanding at June 30, 2016	3 years 68 days
Weighted-Average Remaining Contractual Life (in years), Vested and expected to vest	3 years 68 days
Weighted-Average Remaining Contractual Life (in years), Exercisable	3 years 68 days
Aggregate Intrinsic Value, Outstanding at December 31, 2015 | $	$ 0
Aggregate Intrinsic Value, Outstanding at June 30, 2016 | $	0
Aggregate Intrinsic Value, Vested and expected to vest | $	0
Aggregate Intrinsic Value, Exercisable | $	$ 0

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Equity Issuances (Stock Option Activity Summary Of Stock Options Outstanding and Exercisable) (Details) - $ / shares	6 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Options Outstanding, Number of Shares	7,362,293	7,488,345
Options Outstanding, Weighted-Average Exercise Price Per Share	$ 0.50	$ 0.50
Options Exercisable, Number of Shares	7,362,293
$0.25 - $0.45
Range of Exercise Price, Minimum	$ 0.25
Range of Exercise Price, Maximum	$ 0.45
Options Outstanding, Number of Shares	2,560,000
Options Outstanding, Weighted-Average Remaining Life (in years)	5 years 130 days
Options Outstanding, Weighted-Average Exercise Price Per Share	$ 0.35
Options Exercisable, Number of Shares	2,560,000
Options Exercisable, Weighted-Average Remaining Life (in years)	5 years 130 days
Options Exercisable, Weighted-Average Exercise Price Per Share	$ 0.35
$0.50 - $0.75
Range of Exercise Price, Minimum	0.50
Range of Exercise Price, Maximum	$ 0.75
Options Outstanding, Number of Shares	4,602,293
Options Outstanding, Weighted-Average Remaining Life (in years)	1 year 338 days
Options Outstanding, Weighted-Average Exercise Price Per Share	$ 0.55
Options Exercisable, Number of Shares	4,602,292
Options Exercisable, Weighted-Average Remaining Life (in years)	1 year 338 days
Options Exercisable, Weighted-Average Exercise Price Per Share	$ 0.55
> $0.75
Range of Exercise Price, Minimum	$ 0.75
Options Outstanding, Number of Shares	200,000
Options Outstanding, Weighted-Average Remaining Life (in years)	3 years 346 days
Options Outstanding, Weighted-Average Exercise Price Per Share	$ 0.90
Options Exercisable, Number of Shares	200,000
Options Exercisable, Weighted-Average Remaining Life (in years)	3 years 346 days
Options Exercisable, Weighted-Average Exercise Price Per Share	$ 0.90

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Equity Issuances (Stock Option and Warrant Expense Narrative) (Details) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Equity Issuances Stock Option And Warrant Expense Narrative Details
Stock option expense	$ 14,856	$ 11,111
Warrant expense	$ 137,528	$ 8,818

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Equity Issuances (Summary Of Warrant Activity) (Details)	6 Months Ended
	Jun. 30, 2016 $ / shares shares
Equity Issuances Summary Of Warrant Activity Details
Warrants outstanding at December 31, 2015 | shares	11,428,610
Granted | shares	40,227,714
Exercised | shares	(11,750,000)
Cancelled | shares	(1,497,036)
Warrants outstanding at June 30, 2016 | shares	38,409,288
Warrants exercisable at June 30, 2016 | shares	36,375,955
Weighted-average exercise price, beginning balance | $ / shares	$ 0.30
Weighted-average exercise price, granted | $ / shares	0.03
Weighted-average exercise price, exercised during period | $ / shares	0
Weighted-average exercise price, cancelled during period | $ / shares	0.42
Weighted-average exercise price, ending balance | $ / shares	0.09
Warrants exercisable, weighted average exercise price | $ / shares	$ 0.09

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Equity Issuances (Summary Of Warrants Outstanding and Exercisable) (Details)	6 Months Ended
	Jun. 30, 2016 $ / shares shares
Warrants outstanding at June 30, 2016 | shares	38,409,288
Warrants exercisable | shares	36,375,955
$0.02 - $0.30
Range of Exercise Price, Minimum	$ 0.02
Range of Exercise Price, Maximum	$ 0.30
Warrants outstanding at June 30, 2016 | shares	36,063,476
Warrants outstanding, Weighted-average remaining life, in years	2 years 302 days
Warrants outstanding, Weighted-average exercise price	$ 0.05
Warrants exercisable | shares	34,030,142
Warrants exercisable, Weighted-average remaining life, in years	2.82
Warrants exercisable, Weighted-average exercise price	$ 0.05
$0.30 - $0.50
Range of Exercise Price, Minimum	0.30
Range of Exercise Price, Maximum	$ 0.50
Warrants outstanding at June 30, 2016 | shares	255,000
Warrants outstanding, Weighted-average remaining life, in years	281 days
Warrants outstanding, Weighted-average exercise price	$ 0.50
Warrants exercisable | shares	255,000
Warrants exercisable, Weighted-average remaining life, in years	0.78
Warrants exercisable, Weighted-average exercise price	$ 0.50
> $0.50
Range of Exercise Price, Minimum	$ 0.50
Warrants outstanding at June 30, 2016 | shares	2,090,812
Warrants outstanding, Weighted-average remaining life, in years	112 days
Warrants outstanding, Weighted-average exercise price	$ 0.75
Warrants exercisable | shares	2,090,813
Warrants exercisable, Weighted-average remaining life, in years	0.31
Warrants exercisable, Weighted-average exercise price	$ 0.75

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Equity Issuances (Inputs Used In Black-Scholesl) (Details) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Equity Issuances Inputs Used In Black-scholesl Details
Expected life, in years, maximum	5 years	5 years
Stock price volatility, minimum	79.00%	79.00%
Stock price volatility, maximum	79.00%	79.00%
Risk-free interest rate, minimum	0.04%	0.04%
Risk-free interest rate, maximum	1.38%	1.38%
Expected dividends	$ 0	$ 0
Forfeiture rate	0.00%	0.00%

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Equity Issuances (Shares Issued for Services or Reduction to Liabilities) (Details)	6 Months Ended
	Jun. 30, 2016 USD ($) shares
Equity Issuances Shares Issued For Services Or Reduction To Liabilities Details
Reduction of payables, shares | shares	26,459,439
Reduction of payables, amount | $	$ 368,720
Total payment of services provided through issuance of common stock, shares | shares	26,459,439
Total payment of accounts payable through issuance of common stock, amount | $	$ 368,720

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Equity Issuances (Stock Bonus Agreements) (Narrative) (Details) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Stock Bonus Agreement expense	$ 0	$ 0

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Notes Payable (Details) - USD ($)

6 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Notes payable consisted of the following:

Short-term debt

$ 382,239

$ 369,413

Related party short-term debt

$ 6,743

56,743

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 6% interest

Short-term debt

$ 56,896

44,070

Related Party One

Notes payable consisted of the following:

Short-term Debt, Terms

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

Short-term debt

$ 6,743

6,743

Related Party Two

Notes payable consisted of the following:

Short-term Debt, Terms

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

Short-term debt

$ 0

$ 50,000

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Convertible Promissory Notes (Narrative) (Details)

6 Months Ended

Jun. 30, 2016

USD ($)

Jun. 30, 2015

USD ($)

Convertible Promissory Notes Narrative Details

Debt instrument, description

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

Each Note contains the following general terms and provisions:

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

Debt Instrument, Convertible, Number of Equity Instruments

1,355,932

Interest expense

$ 0

$ 55,780

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

6 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Total remaining severance liability

$ 620,613

$ 620,613

Favrille

Restructuring and Related Activities, Description

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

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

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

Total remaining severance liability

$ 620,613

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

6 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Dec. 31, 2015

Related party payables

$ 1,677,860

$ 1,385,901

The RHL Group, Inc.

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 32.1% our total outstanding voting stock. The RHL Group, Inc. has loaned us money pursuant to the Eleventh Amended Note and all predecessor notes. See Note 3 - Related Party Note Payable above.

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

Bernard Stolar

Nature of Common Ownership or Management Control Relationships

We incurred $25,000 during the six months ended June 30, 2016 and 2015, toward marketing consulting services from Bernard Stolar, a director. We included $242,773 and $206,272 in related party payables as of June 30, 2016 and December 31, 2015, respectively, in connection with these services and board fees.

Related Party Transaction, Expenses from Transactions with Related Party

$ 25,000

$ 25,000

Related party payables

$ 242,773

206,272

Significant Vendor

Nature of Common Ownership or Management Control Relationships

We contract with a significant vendor for the development and maintenance of the software applications necessary to run our MyMedicalRecords PHR, MyEsafeDepositBox and MyMedicalRecords Pro products. Our outside developer supports our software development needs through a team of software engineers, programmers, quality control personnel and testers, who work with our internal product development team on all aspects of application development, design, integration and support of our products. This vendor is also a stockholder. For the six months ended June 30, 2016 and 2015, the total expenses relating to this stockholder amounted to $60,000 and $60,000, respectively. In addition, we capitalized $0 of software development costs for the quarter ended June 30, 2016. As of June 30, 2016 and December 31, 2015, the total amounts due to the stockholder and included in related party payables amounted to $165,000 and $130,000 respectively.

Related Party Transaction, Expenses from Transactions with Related Party

$ 60,000

$ 60,000

Related party payables

$ 165,000

$ 105,000