Proxy Statement (definitive) (def 14a)

Share Name	Share Symbol	Market	Type
Medical Imaging Corporation (CE)	USOTC:MEDD	OTCMarkets	Common Stock

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2))

þ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

Medical Imaging Corp.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box)

þ No fee required.


o	Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

o Fee paid previously with preliminary materials.



o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

MEDICAL IMAGING CORP.

848 N. Rainbow Blvd. #2494

Las Vegas, Nevada 89107

OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Medical Imaging Corp. a Nevada corporation (the “Company”). The meeting will be held at the MGM Grand Hotel & Casino, Conference Center, 3799 Las Vegas Boulevard South, Las Vegas, Nevada 89109, on Friday, September 30, 2016 at 12:00 p.m . , local time, for the following purposes:

1. To elect two directors to serve for the ensuing year and until their successors are elected.

2. To consider and cast an advisory vote on a non-binding resolution to approve the compensation of our executive officers disclosed in this Proxy Statement

3. To ratify the appointment of Accell, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

4. To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is August 10, 2016. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.


By Order of the Board of Directors


Mitchell Geisler
Chief Executive Officer

Las Vegas, Nevada

August 19, 2016

YOUR VOTE IS IMPORTANT

THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE COMPANY, ON BEHALF OF THE BOARD OF DIRECTORS, FOR THE 2016 ANNUAL MEETING OF STOCKHOLDERS. THE PROXY STATEMENT AND THE RELATED PROXY FORM ARE BEING DISTRIBUTED ON OR ABOUT August 19, 2016. YOU CAN VOTE YOUR SHARES USING ONE OF THE FOLLOWING METHODS:


•	COMPLETE AND RETURN A WRITTEN PROXY CARD; OR

•	ATTEND THE COMPANY'S 2016 ANNUAL MEETING OF STOCKHOLDERS AND VOTE.

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE. ANY STOCKHOLDER ATTENDING THE MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY CARD.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON September 30, 2016 — THE PROXY STATEMENT AND THE 2015 ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT WWW.MEDIMAGINGCORP.COM

iii

TABLE OF CONTENTS


GENERAL INFORMATION	1
PROPOSAL I	2
CORPORATE GOVERNANCE	3
PROPOSAL II	6
PROPOSAL III	7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	8
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT	8
EXECUTIVE COMPENSATION	9
CERTAIN TRANSACTIONS	10
HOUSEHOLDING OF PROXY MATERIALS	10
OTHER MATTERS	11

MEDICAL IMAGING CORP.

848 N. Rainbow Blvd. #2494

Las Vegas, Nevada 89107

PROXY STATEMENT FOR THE

2016 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

This proxy statement contains information related to the 2016 Annual Meeting of Stockholders (“Annual Meeting”) of Medical Imaging Corp. a Nevada corporation (“we”, “us”, “our”, or “the Company”), to be held at the MGM Grand Hotel & Casino, Conference Center, Room, 3799 Las Vegas Boulevard South, Las Vegas, Nevada 89109, on Friday, September 30, 2016 at 12:00 p.m., local time, and at any postponements or adjournments thereof. The approximate date of mailing for this proxy statement and a copy of our Annual Report on Form 10-K for the year ended December 31, 2015 is August 18, 2016. You are invited to attend the Annual Meeting, and we request that you vote on the proposals described in this Proxy Statement. You do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card.

Record Date

Our Board of Directors has set August 10, 2016 as the record date (the “Record Date”) for the Annual Meeting. Only holders of record of the Company's Common Stock, $0.001 par value per share (the “Common Stock”), at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting or at any adjournment or postponements thereof.

On the Record Date there were 25,641,481 shares of Common Stock issued and outstanding. Each stockholder is entitled to one vote for each share of Common Stock registered in his or her name on the record date.

Quorum

A quorum of stockholders is necessary to hold a valid meeting. Our Bylaws provide that a majority of the outstanding shares of common entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders.

Voting by Proxy

If your shares are registered directly in your name with Olde Monmouth Stock Transfer Co., Inc., our transfer agent, you are considered a stockholder of record. As a stockholder of record at the close of business on the Record Date, you can vote in person at the Annual Meeting or you can provide a proxy to be voted at the meeting by signing and returning the enclosed proxy card. If you submit a proxy card, we will vote your shares as you direct. If you submit a proxy card without giving specific voting instructions, those shares will be voted as recommended by the Board of Directors, which means your shares will be voted “For” all the nominees to the Board of Directors in Proposal I and “For” Proposals II and III. If any other matter is properly presented at the Annual Meeting, your proxy (i.e., one of the individuals named on your proxy card) will vote your shares using their best judgment.

If your shares are held in a stock brokerage account or otherwise by a nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under the rules of the New York Stock Exchange on which your broker may vote shares held in street name in the absence of your voting instructions. On non-discretionary items for which you do not give your broker instructions, the shares cannot be voted and will be treated as broker non-votes.

Required Vote

Proposal I . Directors are elected by a plurality of the affirmative votes cast by those shares of Common Stock present, either in person or represented by proxy, and entitled to vote at the Annual Meeting. Broker non-votes will count towards the quorum but will have no effect on the outcome of the vote. Stockholders do not have the right to cumulate their votes for directors.

Proposal II . The affirmative vote of a majority of the shares of Common Stock present, either in person or represented by proxy, and voted at the Annual Meeting is required to approve this proposal. Abstentions and broker non-votes will have no effect on the outcome of the vote.

Proposal III . The affirmative vote of a majority of the shares of Common Stock present, either in person or represented by proxy, and voted at the Annual Meeting is required to approve this proposal. Abstentions and broker non-votes will have no effect on the outcome of the vote.

Revocation of Proxy

Your execution of the enclosed proxy will not affect your right as a stockholder to attend the Annual Meeting and to vote in person. Any stockholder giving a proxy has the right to revoke it at any time by either (i) a later-dated proxy, (ii) a written revocation sent to and received by the Secretary of the Company prior to the Annual Meeting, or (iii) attendance at the Annual Meeting and voting in person. If your shares are held in street name, you must follow the instructions provided by your broker or bank.

Cost of Proxy Solicitation

We will pay for the entire cost of soliciting proxies by our Board of Directors. In addition to the solicitation of proxies by mail, solicitation may be made personally or by telephone or electronic communication by our directors, officers and employees, none of whom will receive additional compensation for these services. We will reimburse brokers and other nominees for their reasonable out-of-pocket expenses incurred in connection with distributing forms of proxies and proxy materials to the beneficial owners of our Common Stock.

Stockholder Proposals for next Annual Meeting

Under Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), stockholders of the Company may present proper proposals for inclusion in the Company's Proxy Statement and for consideration at the next annual meeting of stockholders by submitting their proposals to the Company in a timely manner. In order to be considered for inclusion in the Proxy Statement distributed to stockholders prior to the annual meeting of stockholders in the year 2016, a stockholder proposal must be received by the Company no later than April 2, 2017 and must otherwise comply with the requirements of Rule 14a-8.

Stockholder proposals should be delivered in writing to Medical Imaging Corp., 848 N. Rainbow Blvd., #2494, Las Vegas, Nevada 89107 Attention: Secretary.

PROPOSAL I

ELECTION OF DIRECTORS

There are two nominees for election to the Company's Board of Directors. The names of the persons who are nominees for director and their positions and offices with the Company are set forth in the table below. Each director to be elected will hold office until the 2017 annual meeting of stockholders and until his successor is elected and duly qualified, or until such director's earlier death, resignation or removal.

Directors are elected by a plurality of the votes present in person or represented by proxy and entitled to vote at the Annual Meeting. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee as the Board of Directors may propose. Each of the nominees listed below has been nominated for and has agreed to stand for election and the Board has no reason to believe that any nominee will be unable to serve.

The following table provides information regarding each nominee to our Board of Directors:


Name	Age	Position
Mitchell Geisler	45	Chief Executive Officer, President and Chairman
Richard Jagodnik	47	Chief Financial Officer and Director

Mitchell Geisler

Mitchell Geisler has served as our Chief Executive Officer, President and Chairman of the Board since January 2010. In addition, Mr. Geisler has also served as President of both of the Company’s subsidiaries, Custom Teleradiology Services (CTS) and Schuylkill Medical Imaging (SMI), since January 2010 and December 2012, respectively. Mr. Geisler has been the Chief Operating Officer and a director of Pacific Gold Corp. since 2004 and President and a director of Pacific Gold Corp’s operating subsidiaries since 2003, including Oregon Gold Inc. from 2003 to 2009. Mr. Geisler was also President and Director of Pacific Metals Corp. from 2006 to 2013. Mr. Geisler is a graduate of York University where he earned a Bachelor of Art degree in History. He also studied at Tel Aviv University. We believe Mr. Geisler’s qualifications to serve on our Board of Directors include his intimate knowledge of our operations as a result of his day to day leadership as our Chief Executive Officer.

Richard Jagodnik

Richard Jagodnik has served as our Chief Financial Officer since January 2010 and as a Director since July 2005. Prior to that, he served as our Chief Executive Officer, President and Chairman of the Board. Mr. Jagodnik is responsible for all aspects of the Company’s SEC reporting, strategic planning, budgeting, project development, contract management and organizational planning. From 1997 through 2005, Mr. Jagodnik served as Vice President of Finance for Interesting Displays and Ideas, a Montreal-based manufacturing organization. Mr. Jagodnik began his career working at Friedman and Friedman, Chartered Accountants. Mr. Jagodnik is a Chartered Accountant and Certified Public Accountant in Canada and a graduate of Concordia University where he earned a Bachelor of Commerce degree. He also earned a diploma in Accountancy from McGill University. We believe Mr. Jagodnik’s qualifications to serve on our Board of Directors include his extensive experience in strategic planning, budgeting, project and contract management and organizational planning.

THE BOARD OF

DIRECTORS RECOMMENDS

A VOTE "FOR" ALL OF THE NOMINEES IN

PROPOSAL I

CORPORATE GOVERNANCE

Board Leadership Structure

The Board considers and establishes the appropriate leadership structure for the Company. The Board concluded that the Company and its stockholders are best served by not having a formal policy on whether the same individual should serve as both Chief Executive Officer and Chairman of the Board. The Board believes that it is important to retain the flexibility to make this determination based on the circumstances at the time of the determination, recognizing that no single leadership structure will best serve the Company in all cases. This allows the Board to use its broad experience and knowledge to elect the most qualified director as Chairman of the Board, while maintaining its ability to either separate or combine the roles of Chairman and Chief Executive Officer.

Mitchell Geisler serves as our Chief Executive Officer and Chairman of the Board. The Board believes that Mr. Geisler’s diverse work experience, his education, and his demonstrated leadership ability make him the best choice currently to serve as our Chairman of the Board. The Board believes that the Company’s current model of the combined Chairman/CEO role is the appropriate structure for the Company at this time.

Independence of the Board of Directors

We do not have any directors that would be deemed “independent” directors. The Board of Directors has not established any separate audit, compensation or nomination committees, and carries out the functions of such committees itself, to the extent required. As a smaller reporting company that is not listed on any exchange, we are not required to have any such committees or any independent directors.

Committees of the Board of Directors

Audit Committee

We are not required to have and we do not have an Audit Committee. The Company's directors perform some of the same functions of an Audit Committee, such as; recommending a firm of independent certified public accountants to audit the financial statements; reviewing the auditors' independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.

We have no audit committee financial expert. Our directors have financial statement preparation and interpretation ability obtained over the years from past business experience and education. Because of the nature of our current limited operations, we believe the services of an audit committee financial expert are not warranted.

Nominating Committee

We do not have a Nominating Committee. Due to the small size of the Board and the fact that each director is also an officer of the Company, the Board of Directors has determined that is it not necessary for the Company to have a separate Nominating Committee. Mitchell Geisler and Richard Jagodnik each participate in the consideration of director nominees.

While the Board of Directors has not adopted specific minimum criteria for director nominees, the directors look for certain characteristics common to all board members, including integrity, strong professional reputation and record of achievement, constructive and collegial personal attributes, and the ability and commitment to devote sufficient time and energy to Board service.

The Board will consider all bona fide candidates for election to the Board of Directors and will consider any stockholder nominations pursuant to the same criteria, provided those nominated are submitted in accordance with applicable law and within the time periods set forth herein for receipt of stockholder proposals for the 2016 annual meeting of stockholders.

Compensation Committee

We do not have a Compensation Committee. Due to the fact that the Company’s only two executive officers are also the only directors, the Board of Directors has determined that is it not necessary for the Company to have a separate Compensation Committee. Mitchell Geisler and Richard Jagodnik each participate in the consideration of executive officer and director compensation.

Meetings of the Board of Directors

The Board of Directors met ten times during 2015, and acted ten times by unanimous written consent. All directors attended at least 75% of the meetings of the Board of Directors held during the period for which they were a director.

We expect all of our directors to attend the 2016 Annual Meeting of Stockholders. We do not maintain a formal policy regarding director attendance at our annual meeting of stockholders.

The Board's Role in Risk Oversight

The Board of Directors has an active role in overseeing management of the Company's risks. The Board regularly reviews information regarding the Company's credit, liquidity, financial condition and operations, as well as the risks associated with each.

Stockholder Communications with the Board of Directors

Stockholders may contact members of the Board of Directors by writing to them care of Medical Imaging Corp., 848 N. Rainbow Blvd., #2494, Las Vegas, Nevada 89107 Attention: Secretary. The Secretary will forward correspondence to the directors from time to time.

Code of Ethics

We have not adopted a formal code of ethics statement. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons who are also the officers and directors and many of the persons employed by the Company are independent contractors, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines.

Report of the Audit Committee*

The Board of Directors oversees the Company's financial reporting process in lieu of a separately standing audit committee. The Board of Directors reviewed and discussed the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 with management.

The Board of Directors has discussed with the Company's independent auditors the matters required to be discussed by the statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Board of Directors has received the written disclosures and the letter from the independent accountant required by the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Board of Directors concerning independence, and has discussed with the independent accountant the independent accountant’s independence.

The Board of Directors discussed with the Company's independent accounting firm the overall scope and plans for its audits and meets with the Company's independent accounting firm to discuss the results of its examinations and the overall quality of the Company's financial reporting. In reliance on the reviews and discussions referred to above, the Board of Directors approved that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 for filing with the Securities and Exchange Commission.

Board of Directors:

MITCHELL GEISLER

RICHARD JAGODNIK

* The material in this report is not "soliciting material," is not deemed "filed" with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

PROPOSAL II

ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

The Company is providing stockholders with an advisory vote on executive compensation as required by Section 14A of the Exchange Act. Section 14A was added to the Exchange Act by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”).

The goal of our compensation program is to adequately reward the efforts and achievements of our executive officers for their management of the Company. At this stage in our growth, our principal business objective is owning and operating private diagnostic imaging clinics and expanding our Teleradiology services. Achievement of this objective requires that we closely monitor our expenses, including compensation expenses.

Stockholders are urged to read the Executive Compensation section of this Proxy Statement. The Board of Directors believes that the Company’s executive compensation policies are effective in achieving its goals and that the compensation of our executive officers reflects and supports these compensation policies.

Stockholders are being asked to vote on the following resolution:

RESOLVED, that the compensation paid to the Company’s executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Summary Compensation Table and narrative discussion, is hereby APPROVED.

This advisory vote on executive compensation, commonly referred to as a “say-on-pay” advisory vote, is not binding on our Board of Directors. However, the Board of Directors will take into account the result of the vote when determining future executive compensation arrangements

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE “FOR” PROPOSAL II

PROPOSAL III

RATIFICATION OF SELECTION OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors has selected ACCELL, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016. Representatives of ACCELL, are expected to be available via teleconference at the Annual Meeting and will be able to respond to appropriate questions.

Stockholder ratification of the selection of ACCELL as the Company's independent registered public accounting firm is not required by the Company's Bylaws or otherwise. However, the Board of Directors is submitting the selection of ACCELL to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Board of Directors will reconsider whether or not to retain that firm. Even if the selection is ratified, the Board of Directors in its discretion may direct the appointment of different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

Vote Required. The affirmative vote of a majority of the shares of Common Stock present, whether in person or represented by proxy, and voted at the Annual Meeting is required to ratify the selection of ACCELL. Unless otherwise indicated, properly executed proxies will be voted in favor of this Proposal III.

THE BOARD OF

DIRECTORS RECOMMENDS

A VOTE "FOR" PROPOSAL III

Principal Accountant Fees

ACCELL audited the Company's financial statements for fiscal year 2015 and KLJ & Associates, LLP audited the Company's financial statements for fiscal year 2014.

The following is a summary of fees billed by our independent auditors for services rendered during each of the years ended December 31, 2015 and 2014:

Audit Fees . Audit fees include fees for the audit of the Company’s annual financial statements, fees for the review of the Company’s interim financial statements, and fees for services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements. The aggregate audit and quarterly fees billed by our independent registered public accounting firms for fiscal years 2014 and 2013 were $35,000 and $46,500, respectively.

Audit Related Fees . Audit-related fees include fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. There were no audit-related fees billed for fiscal years 2015 or 2014.

Tax Fees . Tax fees include fees for tax compliance, tax advice and tax planning. Tax fees billed for fiscal year 2015 will be approximately $3,000 and for fiscal year 2014 were $1,500.

All Other Fees . All other fees include fees for all services except those described above. There were no other fees billed for fiscal years 2015 or 2014.

Pre-Approval of Audit and Non-Audit Services

The Company does not currently have a standing audit committee. All audit services to be provided to the Company and all non-audit services, other than de minims non-audit services, to be provided to the Company by the independent accountants must be approved in advance by the Board of Directors.

SECURITY OWNERSHIP

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of August 1, 2016, the name and shareholdings of each person who owns of record, or was known by us to own beneficially, 5% or more of the shares of the common stock currently issued and outstanding; the name and shareholdings, including options to acquire the common stock, of each executive officer and director; and the shareholdings of all executive officers and directors as a group.


Name of Beneficial Owner	Shares Beneficially Owned ⁽¹⁾	Percent of Class ⁽²⁾
Mitchell Geisler ⁽³⁾	9,236,500	32.48%
Richard Jagodnik ⁽⁴⁾	3,675,000	14.22%
Robert Landau ⁽⁵⁾	9,010,258	31.86%
Hsu Gamma Investment, LP ⁽⁴⁾	4,500,000	18.57%
All directors and executive officers as a group (two persons ^)(2)(3)(4)	12,911,500	46.70%

____________________________________

⁽¹⁾ Unless otherwise noted, we believe that all persons named in the table have sole voting and investment power with respect to all common shares beneficially owned by them, subject to community property laws, where applicable.

⁽²⁾ There are 24,236,481 shares of common stock issued and outstanding as at March 29, 2016. Each person beneficially owns a percentage of our outstanding common shares which such person has the right to vote or investment power with respect to securities.

⁽³⁾ Includes 5,036,500 in issued shares of common stock, and 4,200,000 in options on common stock held by Mr. Geisler.

⁽⁴⁾ Includes 2,075,000 in issued shares of common stock, and 1,600,000 in options on common stock held by Mr. Jagodnik

⁽⁵⁾ Includes 2,036,710 in issued shares of common stock, and 4,200,000 in options held by LevelJump Inc.., a company that Robert Landau controls. The remaining 2,773,548 in shares of common stock are held directly by Mr. Landau.

⁽⁴⁾ Excludes the option to convert 1,500,000 of debt into 15,000,000 shares, and 1,500,000 in warrants.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company's directors and executive officers, and persons who own more than 10% of the outstanding shares of the Company's Common Stock, to file initial reports of beneficial ownership and reports of changes in beneficial ownership of shares of Common Stock with the Securities and Exchange Commission. Such persons are required by Commission regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Company during the year ended December 31, 2015, and upon a review of Forms 5 and amendments thereto furnished to the Company with respect to the year ended December 31, 2015, or upon written representations received by the Company from certain reporting persons that no Forms 5 were required for those persons, to its knowledge all the Section 16(a) filing requirements applicable to such persons with respect to fiscal year ended December 31, 2015 were complied with, other than Robert Landau, a 10% stockholder, who filed a Form 3 .

EXECUTIVE COMPENSATION

Summary Compensation Table

The following summary compensation table indicates the cash and non-cash compensation earned by our Chief Executive Officer and Chief Financial Officer for the years ended December 31, 2015 and 2014.


Name	Year	Salary ($)		Bonus ($)		Stock Award ($)	Option Awards ($)	All Other Compensation ($)	Total ($)
Mitchell Geisler, Chief Executive Officer, President and Chairman	2015	134,250	⁽¹⁾	-0-		33,750	34,683	-0-	202,683
	2014	70,621	⁽²⁾	23,500	⁽²⁾⁽³⁾	-0-	-0-	-0-	94,121
Richard Jagodnik, Chief Financial Officer and Director	2015	33,613	⁽²⁾	-0-		-0-	-0-	-0-	33,613
Richard Jagodnik, Chief Financial Officer and Director	2014	18,470	⁽²⁾	7,000	⁽²⁾	-0-	-0-	-0-	25,470

⁽¹⁾ Represents cash compensation for management fees earned as per compensation agreement, excluding amounts paid in stock awards.

⁽²⁾ Represents cash compensation for management fees payable in Canadian dollar, and has been translated to U.S dollars at the average rate of exchange for the year indicated.

⁽³⁾ Represents Performance Bonus for services as CEO of MIC, President CTS and SMI; and CEO of PIV, PIN, PIC.

Overview

Our full time executive officers are eligible for medical. And dental benefits premiums reimbursement as part of their compensation.

We do not provide any employment benefits to our executive officers or directors, such as pension and other retirement savings plans, other than what is required by law, for which we make the required statutory payments and contributions. In the future, if we have non-employee directors we anticipate that we will have a compensation program that will include director fees and equity based awards and provide for the reimbursement of expenses.

Employment Agreements, with our Executive Officers

On January 1, 2015 the Company entered into an employment agreement with its CEO, Mr. Mitchell Geisler. The agreement set forth the responsibilities of the role of the CEO, agreed compensatory plan, and termination arrangements resulting from resignation, retirement or any other termination event. Mr. Geisler will be paid an annual salary of $168,000, on a bi-monthly basis, subject to deduction for required withholdings. Upon termination, Mr. Geisler will be entitled to receive from the Company an amount equal to his then current annual salary divided by two (2). Mr. Geisler will be entitled to a discretionary bonus, which will be determined by the board of directors and may be paid in cash or in shares of common stock of the Company. Mr. Geisler will be entitled to four weeks of vacation, and will be eligible to participate in any other benefits that the company makes available to its employees and senior executive staff. Additionally, as part of the employment agreement, Mr. Geisler was granted to a one time grant of four million two hundred thousand (4,200,000) options of common stock of the employer, which vested immediately, and have exercise price of $0.15 per share and an expiry date of December 31, 2019.

We currently do not have an employment agreement with our CFO, Mr. Richard Jagodnik, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control. Our CFO is compensated on a monthly basis for services performed for the Company and its subsidiaries.

Grants of Plan Based Awards

The Company did not award any stock options to any of its executive officers during 2014. Options were issued to both board members as outlined below. Our executive officers did not exercise any options during 2015 and had no outstanding equity awards at December 31, 2015.

On January 27, 2015 the Company issued 4.2 million immediately exercisable options to purchase shares of common stock of the Company to Mitchell Geisler, the Company’s Chief Executive Officer, with an expiry date of 5 years and an exercise price of $0.15 per share.

On January 27, 2015 the Company issued 1.6 million immediately exercisable options to purchase shares of common stock of the Company to Richard Jagodnik, the Company’s Chief Financial Officer, with an expiry date of 5 years and an exercise price of $0.15 per share.

Compensation of Directors

We do not have any independent directors. All of our directors are also executive officers, and therefore we do not separately compensate them for the fulfillment of their director positions on the Board of Directors.

Director Agreements

Each director holds office until the next meeting of stockholders or until his successor is duly appointed and qualified. In the future, if the Company has non-employee directors, it expects it will provide a compensation package primarily based on stock options and reimbursement for direct expenses. Such compensation package will be determined at that time.

CERTAIN TRANSACTIONS

Transactions with related persons, promoters and certain control persons

On January 1, 2015 the Company renewed its business consulting agreement with Leveljump Inc. (an entity controlled by Robert Landau, a beneficial owner of more than 5% of our outstanding common stock) and agreed to a new consulting fee of $10,000 monthly.

Policy and Procedures Governing Related Person Transactions

The Company does not currently have a standing audit committee. The Board of Directors is responsible for reviewing all “related party transactions” on an on-going basis. All such related party transactions must be approved by the Board of Directors.

HOUSEHOLDING OF PROXY MATERIALS

The SEC's rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. Some brokers household proxy materials and annual reports, delivering a single proxy statement and annual report to multiple stockholders sharing an address, although each stockholder will receive a separate proxy card. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your broker. If you would like to receive a separate copy of this year's Proxy Statement or Annual Report from us directly, please contact us by writing to Medical Imaging Corp., 848 N. Rainbow Blvd., #2494, Las Vegas, Nevada 89107 Attention: Secretary.

OTHER MATTERS

Our Board of Directors does not know of any matters that are to be presented for action at the Annual Meeting other than those described in this Proxy Statement. Should any other matter come before the Annual Meeting, however, the persons named in the enclosed proxy will have discretionary authority to vote all proxies with respect to such matter in accordance with their judgment.

By Order of the Board of Directors

Mitchell Geisler

Chief Executive Officer

August 17, 2016

A copy of the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the year ended December 31, 2014 is available without charge upon written request to: Medical Imaging Corp., 848 N. Rainbow Blvd., #2494, Las Vegas, Nevada 89107 Attention: Secretary.

MEDICAL IMAGING CORP.

PROXY CARD

2016 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON September 30 ^th , 2016

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints MITCHELL GEISLER and RICHARD JAGODNIK, and each of them (with full power to act alone), as attorneys and proxies of the undersigned, with full power of substitution, to vote all shares of common stock of Medical Imaging Corp.(the “Company”) which the undersigned may be entitled to vote at the 2016 Annual Meeting of Stockholders to be held on Friday September 30 ^th , 2016, and at any and all postponements, continuations and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the meeting.

1. To elect two (2) directors to serve for one-year terms ending in the year 2016 or until each of their successors are duly elected and qualified:


Mitchell Geisler Richard Jagodnik	o FOR all nominees listed at left (except as written below to the contrary)	o WITHHOLD AUTHORITY TO VOTE for all nominees listed at left

Instruction: To withhold authority to vote for an individual nominee, write the nominee's name in the space provided above.

2. To approve, by non-binding vote, the Company’s executive compensation:

o FOR o AGAINST o ABSTAIN

3. To ratify the appointment of ACCELL, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016:

o FOR o AGAINST o ABSTAIN

The shares represented by this proxy will be voted as directed by the undersigned stockholder. If no direction is given, such shares will be voted “FOR” the nominees listed in Proposal 1 and “FOR” Proposals 2 and 3, and in the discretion of the proxy holder(s) with respect to other matters properly brought before the meeting, including any adjournments thereof.

PLEASE MARK, DATE, SIGN AND MAIL THIS PROXY IN THE

ENVELOPE PROVIDED FOR THIS PURPOSE.

Please print the name(s) appearing on each share certificate(s) over which you have voting authority:

______________________________________

Date: ____________________, 2016

Signature: _____________________________________________________

Signature if held jointly: ___________________________________________

Note: When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

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MEDD Medical Imaging Corporation (CE)