MILLENNIUM HEALTHCARE INC.

An investment in the Company’s common stock is speculative and involves an extremely high degree of risk. You should carefully consider the risks described below and the other information contained in this report before deciding to invest in the Company’s common stock. These risks and uncertainties should be considered in evaluating forward-looking statements and you should not place undue reliance on these forward-looking statements. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events, except as required by U.S. federal securities laws. The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties may also adversely impair the Company’s business operations. If any of such risks actually occur, the Company’s business, financial condition or results of operations would likely suffer significantly. If any of such risks actually occur, the Company’s business, financial condition or results of operations would likely suffer significantly. In such case, the value of the Company’s common stock could decline, and you may lose all or part of the money you paid to buy the Company’s securities. You should only purchase our securities if you can afford to suffer the loss of your entire investment.

The offer and sale of the Company’s shares are being made without registration under state and federal securities laws in reliance upon the “private offering” exemption of Section 4(a)(2) and/or Rule 506 of Regulation D under the Securities Act as well as available exemptions under applicable state securities laws. The shares will be “restricted securities” under the Securities Act and cannot be resold or otherwise transferred unless they are registered under the Securities Act and any applicable state securities laws or are transferred in a transaction exempt from such registration. Consequently, each investor’s ability to control the timing of the liquidation of his or her investment in the Company may be restricted. Investors should be prepared to hold the Shares for an indefinite period of time.

During 2015, in connection with the re-launch and support of an enhanced model, the Company has already begun to gain traction. During the last half of 2015, the Company entered into agreements with specialty media, advisory, marketing and investor relations companies in designing and executing a re-launch and re-image strategy for the Company. In November 2015, the Company also entered into a distribution agreement and a marketing agreement with a healthcare products company and its Bulbocavernousus Reflex Latency System (BRS). This system measures the Bulbocavenosus reflex to show effective sacral nerve response utilizing mechanical stimulation. And in December 2015, the Company entered into a consulting agreement with a specialty medical laboratory that handles tests from basic and preventative screenings to the most innovative testing procedures using leading edge technology and automated computer driven routines to perform certain laboratory, development, optimization and related services.

Louis Resweber, Age 54, from March 2016 to present, Mr. Resweber served as Chief Executive Officer of Millennium Healthcare Inc. Mr. Resweber brings over 25 years of experience in corporate management, including serving as an officer or board member to numerous NYSE and NASDAQ listed public companies. Prior to joining Millennium, he recently served as COO of ESP PetroChemicals, Inc. and as Managing Director of LJR Security Services and LJR Capital Management LLC. Previously, Mr. Resweber served as Chairman, President and CEO of Pelican Security Network, which he built from a start-up into the 36th largest provider of electronic security in the nation, in an industry with more than 14,000 licensed participants. Prior to that, he was Chairman of Westmark Group Holdings where he completed the company's reorganization as a nationwide financial services concern. As President and CEO of Network Acquisition Corp., a telecommunications company, he engineered a series of 17 successful mergers and acquisitions, helping to convert the company into the fastest-growing participant in its industry. As Senior Vice President, Capital Markets for United Companies Financial, he was instrumental in developing a capitalization program that helped push its stock from $16 to $132 per share, making it the top growth stock in any industry on any exchange at that time. Beginning his career in the energy sector, Mr. Resweber served as Vice President of Arkla Energy (now NRG / Reliant Energy) in Shreveport, LA; as Vice President of Entex Gas (now CenterPoint Energy) in Houston, TX; and as Manager of Celeron Oil & Gas (now Plains / All American Pipeline) in Santa Barbara, CA, which ultimately merged with Goodyear Tire & Rubber to build the nation's longest pipeline, twice as long as the famous Alaskan Pipeline. A cum laude graduate of the University of Louisiana in Lafayette, Resweber is active in his community and has served on the Boards of Directors of a number of other companies and business associations.

In April 2015, a complaint under the Fair Labor Standards Act was filed against one of the Company’s subsidiaries (the “Subsidiary”) and certain current and former executives of the Company in the United States District Court Southern District of Florida (the “Complaint”). The Complaint (among other allegations) included seeking recovery for unpaid wages disputes and other relief by certain former employees of the Subsidiary. In September, 2015 the court approved a settlement and dismissed the case with prejudice for $150,000. The settlement remained unpaid at December 31, 2015 and as such the Company accrued $150,000 for the settlement. In March, 2016 a motion for consent judgement was filed and granted against the Subsidiary and certain current and former executives of the Company.