8-K/A

FORM 8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Act of 1934

Date of Report (Date of earliest event reported): December 29, 2010

MEDICAL BILLING ASSISTANCE, INC.

 (Exact Name of Issuer as specified in its charter)

Colorado	000-53012	59-2851601
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

709S. Harbor City Blvd., Suite 250

Melbourne, FL 32901

 (Address of principal executive offices including zip code)

 (321) 725-0090

 (Registrant's telephone number, including area code)

 (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

EXPLANATORY NOTE:

On January 3, 2011, Medical Billing Assistance, Inc. (the “Company”), filed a Current Report on Form 8-K (the “Original 8-K”). This Amendment No. 1 to the Original 8-K amends Item 9.01-Financial Statements and Exhibits to add financial statements of the business acquired, and pro forma financial information, as required under Items 9.01(a) and (b), respectively, of Current Report on Form 8-K.

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 29, 2010, Medical Billing Assistance, Inc. (the “Company”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with FCID Medical, Inc., a Florida corporation (“Medical”), FCID Holdings, Inc., a Florida corporation (“Holdings”, and together with Medical, “FCID”), and the shareholders of FCID (the “FCID Shareholders”).  Pursuant to the terms of the Share Exchange Agreement, the FCID Shareholders exchanged 100% of the outstanding common stock of FCID for a total of 40,000,000 shares of common stock of the Company, resulting in FCID being 100% owned subsidiaries of the Company (the “Share Exchange”).

In connection with the Share Exchange Agreement, in addition to the foregoing and effective on the closing date, Michael West resigned as President, Treasurer and director of the Company, Steve West resigned as officer of the Company but retained his directorship with the Company, Christian Romandetti was appointed President, Chief Executive Officer and a director of the Company, and Donald Bittar was appointed Chief Financial Officer, Treasurer and Secretary.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

See Item 1.01.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

In connection with the transactions described in this Item 1.01, the Company relied upon the exemption from securities registration afforded by Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) and/or Section 4(2) of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, and transfer was restricted by the Company in accordance with the requirements of the Securities Act of 1933.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

See Item 1.01

ITEM 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

As discussed in Item 1.01 hereof,  as result of the Share Exchange, effective as of December 29, 2010, Michael West resigned as President, Treasurer and director of the Company, Steve West resigned as officer of the Company but retained his directorship with the Company, and the following officers and directors were appointed:

Name	Age	Position
Christian Romandetti	50	President, Chief Executive Officer and Director
Donald Bittar	69	Chief Financial Officer, Treasurer and Secretary

2

Chris Romandetti, President and Chief Executive Officer and Director

Mr. Romandetti's early career was spent as a manager in the automotive industry. In 1984 he relocated to Melbourne, Florida where a year later his family purchased what became "Intracoastal Marina of Melbourne, Inc." located on the Indian River. Mr. Romandetti was the General Manager in charge of all operations of Intracoastal Marina of Melbourne, Inc.  After growing the business 10 fold in 18 months, he was promoted as President and CEO where he formulated a private placement to raise capital for a $10 Million project to open and run the 450 seat waterfront restaurant “Shooters”.  This experience allowed Mr. Romandetti to launch "Buy Direct Marine" earning recognition as being the world’s largest Wellcraft Boat Dealership from 2001 thru 2004 with sales in excess of $20 million annually.

In 2005 Mr. Romandetti was a founding director and the largest share holder of Sunrise Bank, a start up community bank located in Cocoa, Florida.

Donald Bittar, Chief Financial Officer, Treasurer and Secretary

Mr. Bittar was named Executive Vice President, Treasurer and Secretary of the Company in 2010.  He previously was President and Chairman of Associated Mortgage of North America, Inc. from 1999. Prior to that, he served as President of DA Bittar and Associates Inc., a management and technology consulting firm, from 1980. Prior to that, Mr. Bittar served as President and Chairman of Marine Telephone, Inc., from 1969.

Since 1969, Mr. Bittar has taught finance, management and information technology classes in undergraduate and graduate schools.  Currently, he is teaching as an Adjunct Professor in the Graduate School of Business and the College of Business, Florida Institute of Technology. He has been a frequent speaker at the National Association of Mortgage Bankers, National Council of Savings Institutions, Council of Presidents, New England Bankers Association and the National Corporate Cash Managers Association. Mr. Bittar  received an MBA from Long Island University in 1964 and is resident of Melbourne, Florida

There is no family relationship between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a)   Financial statements of business acquired.

 Filed herewith as exhibit 99.2 are the audited consolidated financial statements of FCID Holdings, Inc. for the years ended December 31, 2008 and 2009, and the unaudited interim consolidated financial statements for the nine months ended September 30, 2010.

(b)   Pro forma financial information.

Filed herewith as exhibit 99.3 are the unaudited pro forma consolidated financial statements for the year ended December 31, 2009 and the nine months ended September 30, 2010.

(c)   Shell company transactions.

Not applicable.

(d)   Exhibits.

Exhibit No.	Description
99.1	Share Exchange Agreement, dated December 29, 2010, by and between Medical Billing Assistance, Inc., FCID Medical, Inc., and FCID Holdings, Inc.(1)
99.2	Audited consolidated financial statements of FCID Holdings, Inc. for the years ended December 31, 2008 and 2009 and the unaudited interim consolidated financial statements for the nine months ended September 30, 2010.
99.3	Unaudited pro forma consolidated financial statements for the year ended December 31, 2009 and the nine months ended September 30, 2010.

(1)   Filed with the Registrant’s Original 8-K filed with the Securities and Exchange Commission on January 3, 2011.

3

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, hereunto duly authorized.

Dated: January 24, 2011	MEDICAL BILLING ASSISTANCE, INC.
	By:	/s/ Christian Romandetti
		Christian Romandetti
		Chief Executive Officer

4

EX-99.2

Exhibit 99.2

FCID HOLDINGS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2008 and 2009,

& September 30, 2010 (Unaudited)

FCID HOLDINGS, INC.

Consolidated Financial Statements

TABLE OF CONTENTS

		Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F - 1
CONSOLIDATED FINANCIAL STATEMENTS
	Consolidated balance sheets	F - 2
	Consolidated statements of operations	F - 3
	Consolidated statements of stockholders’ equity	F - 4
	Consolidated statements of cash flows	F - 5
	Notes to consolidated financial statements	F - 7

RONALD R. CHADWICK, P.C.

Certified Public Accountant

2851 South Parker Road, Suite 720

Aurora, Colorado  80014

Telephone (303)306-1967

Fax (303)306-1944

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

FCID Holdings, Inc.

Melbourne, Florida

I have audited the accompanying consolidated balance sheets of FCID Holdings, Inc. as of December 31, 2008 and 2009, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the consolidated financial statements referred to above present fairly, in all material  respects, the consolidated financial position of FCID Holdings, Inc. as of December 31, 2008 and 2009, and the consolidated results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Aurora, Colorado	Ronald R. Chadwick, P.C.
December 15, 2010	RONALD R. CHADWICK, P.C.

F - 1

FCID HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
							Sept. 30, 2010
	Dec. 31, 2008			Dec. 31, 2009			(Unaudited)
ASSETS
Current assets
Cash	$	422,060		$	403,542		$	64,877
Accounts receivable		-			-			67,748
Prepaid expenses		5,946			7,847			7,658
Total current assets		428,006			411,389			140,283
Fixed assets - net		4,909,720			4,860,016			4,738,924
Deposits		5,752			5,752			4,415
Total Assets	$	5,343,478		$	5,277,157		$	4,883,622
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	344,888		$	104,094		$	49,297
Property taxes payable		-			-			60,300
Tenant deposits		24,969			47,399			47,399
Other liabilities		6,007			5,671			10,978
Total current liabilties		375,864			157,164			167,974
Notes payable		5,499,962			5,499,962			5,433,295
Total Liabilities		5,875,826			5,657,126			5,601,269
Stockholders' Equity
Common stock, no par value;
100,000,000 shares authorized;
12,000,000 shares issued and outstanding		1,000			1,000			1,000
Additional paid in capital		(1,971,192	)		(1,974,409	)		(2,563,891	)
Retained earnings		1,437,844			1,593,440			1,845,244
Total Stockholders' Equity		(532,348	)		(379,969	)		(717,647	)
Total Liabilities and Stockholders' Equity	$	5,343,478		$	5,277,157		$	4,883,622
The accompanying notes are an integral part of the consolidated financial statements.

F - 2

FCID HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
							Nine Months			Nine Months
							Ended			Ended
	Year Ended			Year Ended			Sept. 30, 2009			Sept. 30, 2010
	Dec. 31, 2008			Dec. 31, 2009			(Unaudited)			(Unaudited)
Rent revenue	$	1,227,865		$	1,029,725		$	747,202		$	944,425
Other revenue		4,310			43,683			42,672			3,329
		1,232,175			1,073,408			789,874			947,754
Operating expenses:
Depreciation		151,100			159,588			119,224			121,092
General and administrative		560,834			477,574			360,652			346,565
Loss on investment		715,948			-			-			-
		1,427,882			637,162			479,876			467,657
Gain (loss) from operations		(195,707	)		436,246			309,998			480,097
Other income (expense):
Interest revenue		1,254			459			376			93
Interest expense		(246,467	)		(281,109	)		(221,564	)		(228,386	)
		(245,213	)		(280,650	)		(221,188	)		(228,293	)
Income (loss) before
provision for income taxes		(440,920	)		155,596			88,810			251,804
Provision for income tax		-			-			-			-
Net income (loss) before
extraordinary item		(440,920	)		155,596			88,810			251,804
Extraordinary item -
hurricane insurance revenue		240,000			-			-			-
Net income (loss)	$	(200,920	)	$	155,596		$	88,810		$	251,804
Net income (loss) per share
(before extraordinary item)	$	(0.04	)	$	0.01		$	0.01		$	0.02
(extraordinary item)		0.02			-			-			-
Net income (loss) per share
(Basic and fully diluted)	$	(0.02	)	$	0.01		$	0.01		$	0.02
Weighted average number of
common shares outstanding		12,000,000			12,000,000			12,000,000			12,000,000
The accompanying notes are an integral part of the consolidated financial statements.

F - 3

FCID HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
	Common Stock										Stock-
			Amount		Paid in			Retained			holders'
	Shares		No Par		Capital			Earnings			Equity
Balances at December 31, 2007		12,000,000	$	1,000	$	(1,543,914	)	$	1,638,764		$	95,850
Contributions (distributions) - net						(427,278	)					(427,278	)
Net income (loss) for the year									(200,920	)		(200,920	)
Balances at December 31, 2008		12,000,000	$	1,000	$	(1,971,192	)	$	1,437,844		$	(532,348	)
Contributions (distributions) - net						(3,217	)					(3,217	)
Net income (loss) for the year									155,596			155,596
Balances at December 31, 2009		12,000,000	$	1,000	$	(1,974,409	)	$	1,593,440		$	(379,969	)
Contributions (distributions) - net						(589,482	)					(589,482	)
Net income (loss) for the period									251,804			251,804
Balances at September 30, 2010 -
Unaudited		12,000,000	$	1,000	$	(2,563,891	)	$	1,845,244		$	(717,647	)

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

F - 4

FCID HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
							Nine Months			Nine Months
							Ended			Ended
	Year Ended			Year Ended			Sept. 30, 2009			Sept. 30, 2010
	Dec. 31, 2008			Dec. 31, 2009			(Unaudited)			(Unaudited)
Cash Flows From Operating Activities:
Net income (loss)	$	(200,920	)	$	155,596		$	88,810		$	251,804
Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Depreciation		151,100			159,588			119,224			121,092
Accounts receivable		-			-			-			(67,748	)
Prepaid expenses		9,511			(1,901	)		(1,714	)		189
Other assets		2,040			-			-			1,337
Accounts payable		62,490			(240,794	)		(324,660	)		(54,797	)
Tenant deposits		(28,824	)		22,430			22,430			-
Other liabilities		(75,572	)		(336	)		(336	)		65,607
Loss on investment		715,948			-			-			-
Net cash provided by (used for)
operating activities		635,773			94,583			(96,246	)		317,484
Cash Flows From Investing Activities:
Capital withdrawals		248,312			-			-			-
Fixed asset purchases		(144,281	)		(109,884	)		(109,884	)		-
Net cash provided by (used for)
investing activities		104,031			(109,884	)		(109,884	)		-
(Continued On Following Page)

F - 5

FCID HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued From Previous Page)
							Nine Months		Nine Months
							Ended		Ended
	Year Ended			Year Ended			Sept. 30, 2009		Sept. 30, 2010
	Dec. 31, 2008			Dec. 31, 2009			(Unaudited)		(Unaudited)
Cash Flows From Financing Activities:
Note payable - payments		-			-			-		(66,667	)
Contributions - net		-			-			224,032		-
Distributions - net		(427,278	)		(3,217	)		-		(589,482	)
Net cash provided by (used for)
financing activities		(427,278	)		(3,217	)		224,032		(656,149	)
Net Increase (Decrease) In Cash		312,526			(18,518	)		17,902		(338,665	)
Cash At The Beginning Of The Period		109,534			422,060			422,060		403,542
Cash At The End Of The Period	$	422,060		$	403,542		$	439,962	$	64,877
Schedule Of Non-Cash Investing And Financing Activities
None
Supplemental Disclosure:
Cash paid for interest	$	246,467		$	281,109		$	221,564	$	228,386
Cash paid for income taxes	$	-		$	-		$	-	$	-
The accompanying notes are an integral part of the consolidated financial statements.

F - 6

FCID HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2008 and 2009, & September 30, 2010 (Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

FCID Holdings, Inc. was incorporated in the State of Florida on February 25, 2010. FCID Holdings, Inc. was formed to act as a holding corporation for other business entities as needed, including Marina Towers, LLC, a Florida limited liability company that owns and manages a commercial real estate office building. Marina Towers, LLC was formed in the State of Florida on July 24, 2003. Effective September 30, 2010, in an acquisition classified as a transaction between parties under common control, FCID Holdings, Inc. acquired all the outstanding membership interests of Marina Towers, LLC (12,000,000 FCID Holdings, Inc. common shares were issued for 60 Class A and 40 Class B membership interests of Marina Towers, LLC), making Marina Towers, LLC a wholly owned subsidiary of FCID Holdings, Inc. The financial statements include the activity of Marina Towers, LLC from January 1, 2008 through February 25, 2010, and the combined activity of FCID Holdings, Inc. and Marina Towers, LLC through September 30, 2010 (FCID Holdings, Inc. was inactive from February 25, 2010 through September 30, 2010), with the capital structure presented as if FCID Holdings, Inc. and Marina Towers, LLC had been combined from July 24, 2003 forward. The combined entities of FCID Holdings, Inc. and Marina Towers, LLC are referred to collectively hereinafter as the “Company”. The Company may engage in any business activity permitted by law, as designated by the Board of Directors of the Company.

Principles of consolidation

The accompanying consolidated financial statements include the accounts of FCID Holdings, Inc. and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

F - 7

FCID HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2008 and 2009, & September 30, 2010 (Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued):

Accounts receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At December 31, 2008 and 2009, and September 30, 2010 the Company had no balance in its allowance for doubtful accounts.

Property and equipment

Property and equipment are recorded at cost and depreciated under accelerated or straight line methods over each item's estimated useful life.

Revenue recognition

Revenue is recognized on an accrual basis as earned under contract terms.

Advertising costs

Advertising costs are expensed as incurred. The Company had advertising costs in 2008 and 2009, and for the nine months ended September 30, 2010 of $1,425, $0 and $1,450.

Income tax

The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Because through September 30, 2010 FCID Holdings, Inc. was inactive, and FCID Holdings, Inc.’s active subsidiary is a limited liability company and through September 30, 2010 passed no income through to FCID Holdings, Inc. for federal income tax purposes, the Company through September 30, 2010 paid no income tax at the corporate level.

F - 8

FCID HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2008 and 2009, & September 30, 2010 (Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued):

Stock based compensation

The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.

Financial Instruments

The carrying value of the Company’s financial instruments, as reported in the accompanying balance sheets, approximates fair value.

Long-Lived Assets

In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.

Products and services

The Company earns revenue from renting office space, and has no separate operating segments.

NOTE 2. FIXED ASSETS

Fixed asset values recorded at cost are as follows:

								Sept. 30,
		2008			2009			2010
Land	$	1,000,000		$	1,000,000		$	1,000,000
Building		3,055,168			3,055,168			3,055,168
Building improvements		1,552,478			1,662,362			1,662,362
		5,607,646			5,717,530			5,717,530
Less accumulated depreciation		(697,926	)		(857,514	)		(978,606	)
Total	$	4,909,720		$	4,860,016		$	4,738,924

F - 9

FCID HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2008 and 2009, & September 30, 2010 (Unaudited)

NOTE 3. SERVICE CONTRACTS

The Company carries various service contracts on its office building for repairs, maintenance and inspections. Certain contracts are long term and noncancellable. The Company’s future minimum payments under noncancellable service contracts by year from December 31, 2009 forward are approximately:  2010 $20,000, 2011 $12,000, 2012 $11,000, 2013 $6,500, Total $49,500. Total service contract expense in 2008, 2009 and for the nine months ended September 30, 2010 was $22,556, $23,272, and $18,292.

NOTE 4. MORTGAGE NOTE PAYABLE

The Company has a mortgage note payable on its commercial office building which is secured by land and the building, bears interest at a variable rate of prime plus .5% with a minimum rate of 5.5%, with monthly interest only payments required through January 2010, then monthly principal and interest payments commencing in February 2010 using a 20 year amortization schedule recalculated monthly for interest rate changes, with all outstanding principal and interest due in full in January 2012. The principal balance on the loan at December 31, 2008 and 2009, and September 30, 2010 was $5,499,962, $5,499,962, and $5,433,295. Interest expense under the note in 2008 and 2009, and for the nine months ended September 30, 2010 was $246,505, $281,109, and $258,689. Future minimum principal payments by year (using an interest rate of 5.5% for estimate purposes) from December 31 2009 forward are:  2010 $142,106, 2011 $163,399, 2012 $5,194,457, Total $5,499,962.

NOTE 5. SUBSIDIARY MEMBERS’ EQUITY

The Company’s wholly owned subsidiary, Marina Towers, LLC in its operating agreement has designated two classes of members’ interests, Class A and Class B. A Class A member has voting rights, the right to make additional capital contributions at his sole discretion, and is a managing member. A Class B member has no voting rights and may only make additional capital contributions with a unanimous vote of all Class A members. At December 31, 2008 and 2009, and September 30, 2010 Class A membership interests held a 60% economic interest in Marina Towers, LLC, and the Class B membership interests a 40% economic interest in Marina Towers, LLC. At September 30, 2010 all membership interests, Class A and Class B were held by FCID Holdings, Inc.

NOTE 6. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date of issuance of these financial statements and determined that there are no reportable subsequent events.

F - 10

EX-99.3

Exhibit 99.3

MEDICAL BILLING ASSISTANCE, INC.

(A Development Stage Company)

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009 &

September 30, 2010 (Unaudited)

1

MEDICAL BILLING ASSISTANCE, INC. AND FCID HOLDINGS, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
September 30, 2010
(Unaudited)
	MEDICAL						Adjustments				Consolidated
	BILLING			FCID			(See Notes)				Balance
ASSETS
Current assets
Cash	$	766		$	64,877		$	-			$	65,643
Accounts receivable					67,748							67,748
Prepaid expenses					7,658							7,658
Total current assets		766			140,283			-				141,049
Fixed assets - net					4,738,924							4,738,924
Deposits					4,415							4,415
Total Assets	$	766		$	4,883,622		$	-			$	4,884,388
LIABILITIES
& STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	882		$	49,297		$	-			$	50,179
Related party payables		50,248										50,248
Property taxes payable					60,300							60,300
Tenant deposits					47,399							47,399
Notes payable - current		32,600										32,600
Other liabilities					10,978							10,978
Total current liabilties		83,730			167,974			-				251,704
Notes payable					5,433,295							5,433,295
Total Liabilities		83,730			5,601,269			-				5,684,999
Stockholders' Equity
Preferred stock, $.10 par value;
1,000,000 shares authorized;
none issued and outstanding		-			-			-				-
Common stock, $.001 par value;
100,000,000 shares authorized;
49,716,000 shares issued and
outstanding		9,716			1,000			39,000		A		49,716
Additional paid in capital		35,836			(2,563,891	)		(167,516	)	A		(2,695,571	)
Retained earnings		(128,516	)		1,845,244			128,516		A		1,845,244
Total Stockholders' Equity		(82,964	)		(717,647	)		-				(800,611	)
Total Liabilities and Stockholders' Equity	$	766		$	4,883,622		$	-			$	4,884,388

2

MEDICAL BILLING ASSISTANCE, INC. AND FCID HOLDINGS, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
	MEDICAL
	BILLING			FCID
	Year Ended			Year Ended			Adjustments		Consolidated
	Dec. 31, 2009			Dec. 31, 2009			(See Notes)		Balance
Sales	$	4,632		$	1,029,725		$	-	$	1,034,357
Other revenue					43,683					43,683
Cost of goods sold		4,027								4,027
Gross profit		605			1,073,408			-		1,074,013
Operating expenses:
Depreciation					159,588			-		159,588
General and administrative		21,661			477,574			-		499,235
		21,661			637,162			-		658,823
Income (loss) from operations		(21,056	)		436,246			-		415,190
Other income (expense):
Interest revenue					459					459
Interest expense		(841	)		(281,109	)				(281,950	)
		(841	)		(280,650	)		-		(281,491	)
Income (loss) before provision
for income taxes		(21,897	)		155,596			-		133,699
Provision for income tax		-			-			-		-
Net income (loss)	$	(21,897	)	$	155,596		$	-	$	133,699
Net income (loss) per share
(Basic and fully diluted)	$	(0	)	$	0.00
Weighted average number of
common shares outstanding		49,716,000			49,716,000

3

MEDICAL BILLING ASSISTANCE, INC. AND FCID HOLDINGS, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
	MEDICAL
	BILLING			FCID
	Nine Months			Nine Months
	Ended			Ended
	Sept. 30, 2010			Sept. 30, 2010			Adjustments		Consolidated
	(Unaudited)			(Unaudited)			(See Notes)		Balance
Sales	$	-		$	944,425		$	-	$	944,425
Other revenue					3,329					3,329
Cost of goods sold										-
Gross profit		-			947,754			-		947,754
Operating expenses:
Depreciation					121,092			-		121,092
General and administrative		13,252			346,565			-		359,817
		13,252			467,657			-		480,909
Income (loss) from operations		(13,252	)		480,097			-		466,845
Other income (expense):
Interest revenue					93					93
Interest expense		(1,232	)		(228,386	)				(229,618	)
		(1,232	)		(228,293	)		-		(229,525	)
Income (loss) before provision
for income taxes		(14,484	)		251,804			-		237,320
Provision for income tax		-			-			-		-
Net income (loss)	$	(14,484	)	$	251,804		$	-	$	237,320
Net income (loss) per share
(Basic and fully diluted)	$	(0	)	$	0.01
Weighted average number of
common shares outstanding		49,716,000			49,716,000

4

MEDICAL BILLING ASSISTANCE, INC.

(A Development Stage Company)

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009 and September 30, 2010 (Unaudited)

Basis of Presentation

The following pro forma consolidated balance sheet as of September 30, 2010 and pro forma consolidated statements of operations for the year ended December 31, 2009 and for the nine months ended September 30, 2010 between Medical Billing Assistance, Inc. and FCID Holdings, Inc. are presented to show what effects the reverse acquisition of Medical Billing Assistance, Inc. by FCID Holdings, Inc., Inc. might have had on historical financial information had the transaction taken place on an earlier date. The pro forma consolidated financial statements are derived from the historical financial statements of Medical Billing Assistance, Inc. and FCID Holdings, Inc. and assume that for balance sheet purposes the transaction took place on September 30, 2010, and for statements of operations purposes on January 1, 2009 with resulting effects thr ough December 31, 2009, and on January 1, 2010 with resulting effects through September 30, 2010. The pro forma consolidated financial statements should be read in conjunction with the historical financial information. The pro forma consolidated financial statements are not necessarily indicative of the result that would have been attained had the transaction actually taken place earlier.

Pro Forma Adjustments

Pro forma adjustments from the pro forma consolidated financial statements are referenced below.

(A) Adjustment to restate common stock to that of Medical Billing Assistance, Inc.

5