MANHATTAN SCIENTIFICS INC (Form: 10-K, Received: 04/01/2013 15:08:05)

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			F-2
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2012 AND 2011			F-3
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011			F-4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011			F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011			F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS			F-7

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Manhattan Scientifics, Inc.;

We have audited the accompanying consolidated balance sheets of Manhattan Scientifics, Inc. (the “Company”) as of December 31, 2012 and 2011, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2012 and 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Manhattan Scientifics, Inc. as of December 31, 2012 and 2011, and the related statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2012 and 2011in conformity with accounting principles generally accepted in the United States.

PMB Helin Donovan, LLP

/s/ PMB Helin Donovan, LLP

April 1 , 2013

Seattle, Washington

F-2

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	91,000		$	157,000
Account receivable		257,000			171,000
Investments-available for sale		22,000			32,000
Prepaid expenses and other assets		164,000			244,000
Total current assets		534,000			604,000

Fixed assets, net		32,000			-
Investments		2,000			2,000
Intellectual property, net		1,283,000			1,447,000
Other asset		2,000			2,000
Total assets	$	1,853,000		$	2,105,000

LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$	234,000		$	252,000
Accrued interest and expenses – related parties		372,000			365,000
Note payable to former officers		450,000			450,000
Notes payable – other		896,000			225,000
Total current liabilities		1,952,000			1,292,000

Long-term Liabilities
Note payable, related party		447,000			545,000
Accrued interest, related party		251,000			231,000
Total long-term liabilities		698,000			776,000
Total liabilities		2,650,000			2,068,000

Commitments and contingencies		-			-

STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock $.001 par value
Preferred, authorized 1,000,000 shares
Series A convertible, redeemable, 10 percent cumulative, authorized 182,525		-			-
shares; issued and outstanding - none
Series B convertible, authorized 250,000 shares; 49,999 shares issued and		-			-
Outstanding
Series C convertible, redeemable, authorized 14,000 shares;		-			-
issued and outstanding - none
Common, authorized 500,000,000 shares, 458,942,480 and 440,058,609 shares issued and outstanding, respectively		459,000			440,000
Additional paid-in-capital		56,231,000			54,984,000
Other accumulated comprehensive income		22,000			32,000
Accumulated deficit		(57,509,000	)		(55,419,000	)
Total stockholders' equity (deficit)		(797,000	)		37,000

Total liabilities and stockholders' equity (deficit)	$	1,853,000		$	2,105,000

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

F-3

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

	YEAR ENDED DECEMBER 31,
	2012			2011

Revenue	$	693,000		$	687,000
Cost of revenues		-			112,000
Gross profit		693,000			575,000

Operating costs and expenses:
General and administrative		2,069,000			2,541,000
Research and development		274,000			204,000
Total operating costs and expenses		2,343,000			2,745,000

Loss from operations before other income and expenses		(1,650,000	)		(2,170,000	)

Other income and expenses:
Gain on debt extinguishment		33,000			-
Interest and other expenses		(473,000	)		(117,000	)

NET LOSS BEFORE INCOME TAXES		(2,090,000	)		(2,287,000	)

Income tax expense		-			-

NET LOSS AFTER INCOME TAXES		(2,090,000	)		(2,287,000	)

Other comprehensive income:
Unrealized loss on available for sale investments		(10,000	)		(33,000	)

COMPREHENSIVE LOSS	$	(2,100,000	)	$	(2,320,000	)

BASIC LOSS PER COMMON SHARE:

Weighted average number of common shares outstanding		449,696,878			425,578,607

Basic loss per common share	$	(0.00	)	$	(0.00	)

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

F-4

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Deficit

For The Years Ended December 31, 2012 And 2011

	Preferred Stock
	$.001 Par Value				Common Stock				Additional		Other
	Series B				$.001 Par Value				Paid-in		Comprehensive			Accumulated
	Shares		Amount		Shares		Amount		Capital		Income			Deficit			Total

Balance December 31, 2010		49,999	$	-		411,769,926	$	412,000	$	52,726,000	$	65,000		$	(53,132,000	)	$	71,000

Issuance of shares for cash						2,000,000		2,000		98,000								100,000
Issuance of shares related to acquisition of Senior Scientific and Scientific Nanomedicine						14,001,000		14,000		885,000								899,000
Issuance of shares for services						12,287,683		12,000		792,000								804,000
Recognition of debt discount on warrants associated with debt										75,000								75,000
Vesting of stock options										408,000								408,000
Comprehensive income												(33,000	)					(33,000	)
Net loss															(2,287,000	)		(2,287,000	)

Balance December 31, 2011		49,999	$	-		440,058,609	$	440,000	$	54,984,000	$	32,000		$	(55,419,000	)	$	37,000

Issuance of shares for cash						12,600,000		13,000		617,000								630,000
Issuance of shares for services						6,283,871		6,000		289,000								295,000
Recognition of debt discount on warrants associated with debt										120,000								120,000
Vesting of stock options										141,000								141,000
Forgiveness of debt by shareholder										80,000								80,000
Comprehensive loss												(10,000)						(10,000)
Net loss															(2,090,000)			(2,090,000	)

Balance December 31, 2012		49,999	$	-		458,942,480	$	459,000	$	56,231,000	$22,000			$	(57,509,000	)	$	(797,000)

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

F-5

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


	YEAR ENDED DECEMBER 31,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,090,000	)	$	(2,287,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		295,000			480,000
Stock options issued/vested for services		141,000			408,000
Debt discount and original issue discount accretion		424,000			-
Gain on debt write-off		(33,000	)		-
Amortization of technology license, patents and intellectual property		182,000			121,000
Changes in:
Accounts receivable		(86,000	)		(171,000	)
Prepaid expenses and other assets		80,000			166,000
Accounts payable		(18,000	)		67,000
Accrued interest and expenses, related parties		27,000			20,000

Net cash used in operating activities		(1,078,000	)		(1,196,000	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		-			(2,000	)

Net cash used in investing activities		-			(2,000	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable		400,000			200,000
Payment on related party note payable		(18,000	)		-
Proceeds from issuance of common stock, net of offering costs		630,000			100,000

Net cash provided by financing activities		1,012,000			300,000

NET DECREASE IN CASH AND CASH EQUIVALENTS		(66,000	)		(898,000	)
Cash and cash equivalents, beginning of period		157,000			1,055,000

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	91,000		$	157,000

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	-		$	-

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Issuance of 14,001,000 common shares for acquisition of Senior Scientific and Scientific Nanomedicine	$	-		$	899,000
Recognition of debt discount on warrants associated with debt	$	120,000		$	75,000
Forgiveness of debt by shareholder and accounted for as additional paid-capital	$	80,000		$	-

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

F-6

MANHATTAN SCIENTIFICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE 1 – ORGANIZATION AND OPERATIONS

Manhattan Scientifics, Inc., a Delaware corporation (formerly Grand Enterprises, Inc) (“Grand”) was established on July 31, 1992 and has four wholly-owned subsidiaries: Metallicum, Inc. (“Metallicum”), Senior Scientific LLC, Tamarack Storage Devices, Inc. (“Tamarack”) and Teneo Computing, Inc. (“Teneo”) (collectively “the Company”) a development stage enterprise. Currently, Metallicum is the only operating subsidiary and Tamarack and Teneo are dormant. On June 12, 2008, the Company acquired Metallicum, Inc, for 15,000,000 shares of Company’s common stock, Manhattan Scientifics, Inc., operates as a technology incubator that seeks to acquire, develop and commercialize life-enhancing technologies in various fields, with emphasis in the areas of nano-techonogies and nano-medicine. In this capacity, the Company continues to identify emerging technologies through strategic alliances with scientific laboratories, educational institutions, and scientists and leaders in industry and government. The Company has a long standing relationship with Los Alamos Laboratories in New Mexico. During 2008, the Company refocused its efforts from the development of its fuel cell technologies to its current focus on the development of nanomaterials through the acquisition of Metallicum.

Metallicum is a nanotechnology start-up company located in Santa Fe, New Mexico. Metallicum Inc. has focused on the development and manufacture of nanostructured metals for medical implants and other applications. Metallicum intends to establish manufacturing partner relationships with major Fortune 500 metals companies and strategic partnering with significant customers in the medical device & prosthetics industries as well as in auto, truck, & aircraft manufacturing industries. Metallicum’s initial products include nanostructured bulk metals and alloys in the form of rod, bar, wire and foil. The Company conducts its operations primarily in the United States.

Manhattan Scientifics purchased Metallicum to acquire its licensed rights to patented technology. The technology is comprised of three US Patents (US Patent numbers 7152448, 6197129 and 6399215) for which Metallicum (subsequently, Manhattan) had been assigned an exclusive license rights by Los Alamos National Security LLC (LANL). Under the license rights, Metallicum had all rights, title and interest throughout the world in and to any and all inventions, original works of authorship, developments, concepts, know-how, improvements on the patents or trade secrets whether or not patentable or registrable under copyright or similar laws.

In January 2009, the Company entered into a patent license agreement with Los Alamos National Security, LLC for the exclusive licensing use of certain technology relating to the manufacture and application of nanostructuring metals and alloys. Pursuant to such agreement the Company provided a non-refundable fee and 2,000,000 shares of our common stock. Additionally, the Company is required to pay an annual license fee starting in February 2010 and royalties on future net sales.

In September 2009, the Company entered into a technology transfer agreement with Carpenter Technologies Corporation (“Carpenter”). Wherein Carpenter will fully develop, manufacture and market a new class of high strength metals under an exclusive technology transfer agreement from Manhattan Scientifics and the Los Alamos National Laboratory. The proprietary process will enable super-strength metals and alloys to make products that weigh far less than in the past and without significant cost premiums.

On May 31, 2011, we entered into an Agreement and Plan of Reorganization (“Nanomedicine Agreement”) by and among the Company, Scientific Nanomedicine, Inc. (“Nanomedicine”), Edward, R. Flynn (“Flynn”) and Edward R. Flynn and Maureen A. Flynn, as Co-Trustees of the Edward R. Flynn and Maureen A. Flynn Revocable Trust u/t/a dated 10/25/2006 (“Trust”); and entered into a Purchase Agreement (“Senior Scientific Agreement”) by and among the Company, Senior Scientific LLC, (“Senior Scientific”) and Flynn.

Under the Nanomedicine Agreement, the Company has agreed to purchase all of the common stock of Nanomedicine. The purchase price for the common stock of Nanomedicine is 21,667,000 restricted shares of the Company’s voting common stock (less 7,667,000 shares already issued pursuant to the Acquisition Option Agreement, dated February 8, 2010, among the Company, Nanomedicine, Flynn and Senior Scientific. Nanomedicine holds the commercial rights to technology and intellectual property with respect to the early detection of diseases using nanotechnologies.

Under the Senior Scientific Agreement, the Company has agreed to purchase all of the membership interests of Senior Scientific. The purchase price for the membership interests of Senior Scientific is 1,000 restricted shares of the Company’s voting common stock. Senior Scientific operates a research laboratory in New Mexico.

F-7

MANHATTAN SCIENTIFICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

The Company’s success will depend in part on its ability to obtain patents and product license rights, maintain trade secrets, and operate without infringing on the proprietary rights of others, both in the United States and other countries. There can be no assurance that patents issued to or licensed by the Company will not be challenged, invalidated, or circumvented, or that the rights granted thereunder will provide proprietary protection or competitive advantages to the Company.

Prior to September 2009, the Company had been considered a development stage company. As a result of the September 2009 technology transfer agreement with Carpenter, the Company has fully commenced its planned operations and generation of significant revenues.

Accordingly, the Company has relied primarily upon private placements and subscription sales of stock to fund our continuing activities and acquisitions.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUTING POLICIES AND RELATED MATTERS

BASIS OF CONSOLIDATION:

The consolidated financial statements include the accounts of Manhattan Scientific, Inc. and its wholly owned subsidiaries Tamarack, Teneo, Metallicum and Senior Scientific. All significant intercompany balances and transactions have been eliminated. The accompanying consolidated financial statements include the operating activities of Metallicum, Inc. for the years ended December 31, 2012 and 2011.

The fiscal year end of the Company is December 31.

USE OF ESTIMATES:

The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.

Management makes estimates that affect, carrying value of the Company’s patents, deferred income tax assets, estimated useful lives of property and equipment, useful lives of intangible assets, accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the year in which such adjustments are determined.

CASH AND CASH EQUIVALENTS:

The Company considers all highly liquid investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents for the purposes of the statement of cash flows.

CASH CONCENTRATION:

The Company’s cash accounts are fully insured at December 31, 2012 and 2011.

PROPERTY AND EQUIPMENT:

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes.

F-8

MANHATTAN SCIENTIFICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

IMPAIRMENT OF LONG-LIVED ASSETS:

The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10, Property, Plant and Equipment, where applicable to all long lived assets. FASB ASC 360-10 addresses accounting and reporting for impairment and disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with FASB ASC 360-10. FASB ASC 360-10 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.

INTANGIBLE ASSETS:

License Agreements

In 2008, the Company obtained licenses to the rights of certain patents regarding nano-structured materials developed by another company as a result of the acquisition of Metallicum. The purchase price paid for these licenses was $305,000, which represents its fair value. The Company obtained an exclusive license on two patents and a non-exclusive license on the third patent. The value attributable to license agreements is being amortized over the period of its estimated benefit period of 10 years. At December 31, 2012 and 2011, accumulated amortization was $134,000 and $104,000. Under the terms of the agreement, the Company may be required to pay royalties, as defined, to the licensors.

In 2009, the Company entered into a patent license agreement with Los Alamos National Security LLC for the exclusive use of certain technology relating to the manufacture and application of nanostructuring metals and alloys. The purchase price paid for this license agreement was $33,000 based on the fair market value of 2,000,000 shares of common stock issued. The value attributable to license agreements is being amortized over the period of its estimated benefit period of 10 years. At December 31, 2012 and 2011, accumulated amortization was $13,000 and $10,000. Under the terms of the agreement the Company is required to pay an annual license fee of $10,000 starting in February 2010 and, may be required to pay royalties, as defined, to the licensors.

In 2011, the Company acquired Scientific Nanomemdicine, Inc. which holds the commercial rights to technology and intellectual property with respect to the early detection of diseases using nanotechnologies. The acquisition of Scientific Nanomedicine, Inc. has been accounted for as an asset purchase since this company had no tangible assets or liabilities and did not have the business inputs and outputs to be considered a business. The purchase price totaling $1,300,000 (fair value of 21,667,000 shares of common stocks issued) has been allocated to in process research and development and is being amortized over its estimated benefit period of 10 years. At December 31, 2012 and 2011, accumulated amortization was $207,000 and $77,000.

INCOME TAXES

The Company accounts for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Company’s consolidated balance sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company’s valuation allowance in a period are recorded through the income tax provision on the consolidated statements of operations.

ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10, the Company recognized no material adjustment in the liability for unrecognized income tax benefits.

F-9

MANHATTAN SCIENTIFICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

BASIC AND DILUTED LOSS PER SHARE

In accordance with FASB ASC 260, “Earnings Per Share,” the basic loss per share is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Basic net loss per share excludes the dilutive effect of stock options or warrants and convertible notes Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options and warrants. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

RESEARCH AND DEVELOPMENT:

Research and development costs are expensed as incurred and amounted to $274,000 and $204,000 for the years ended December 31, 2012 and 2011.

INVESTMENTS:

Available-for-Sale Investments

Investments that the Company designates as available-for-sale are reported at fair value, with unrealized gains and losses, net of tax, recorded in accumulated other comprehensive income (loss). The Company determines the cost of the investment sold based on the specific identification method. The Company’s available-for-sale investments include:

• Marketable equity securities The Company acquires these equity investments for the promotion of business and strategic objectives. The Company records the realized gains or losses on the sale or exchange of marketable equity securities in gains (losses) on other equity investments, net.

Non-Marketable and Other Equity Investments

The Company accounts for non-marketable and other equity investments under either the cost or equity method and includes them in other long-term assets. The non-marketable and other equity investments include:

• Non-marketable cost method investments when the equity method does not apply. The Company records the realized gains or losses on the sale of non-marketable cost method investments in gains (losses) on other equity investments, net.

REVENUE RECOGNITION:

To date the only revenue generated is from the sale of field technology developed by Metallicum related to the Company’s nanotechnology, services provided and sample materials (See Note 9).

Revenue is recognized when the four basic criteria of revenue recognition are met: (i) a contractual agreement exists; (ii) transfer of technology (intellectual property) has been completed or services have been rendered; (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured. Service revenue is recognized when specific milestones are reached or as service is provided if there are no discernable milestones.

F-10

MANHATTAN SCIENTIFICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

STOCK-BASED COMPENSATION:

The Company accounts for stock-based compensation based on the fair value of all option grants or stock issuances made to employees or directors on or after its implementation date (the beginning of fiscal 2006), as well as a portion of the fair value of each option and stock grant made to employees or directors prior to the implementation date that represents the unvested portion of these share-based awards as of such implementation date, to be recognized as an expense, as codified in ASC 718. The Company calculates stock option-based compensation by estimating the fair value of each option as of its date of grant using the Black-Scholes option pricing model. These amounts are expensed over the respective vesting periods of each award using the straight-line attribution method. Compensation expense is recognized only for those awards that are expected to vest, and as such, amounts have been reduced by estimated forfeitures. The Company has historically issued stock options and vested and non-vested stock grants to employees and outside directors whose only condition for vesting has been continued employment or service during the related vesting or restriction period.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Effective January 1, 2008, the Company adopted FASB ASC 820, Fair Value Measurements and Disclosures, Pre Codification SFAS No. 157, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and 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 for identical assets and liabilities in active markets;

Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company designates cash equivalents (consisting of money market funds) and investments in securities of publicly traded companies as Level 1. The total amount of the Company’s investment classified as Level 3 is de minimis.

The fair value of the Company’s debt as of December 31, 2011 and December 31, 2010 approximated their fair value at those times.

Fair value of financial instruments: The carrying amounts of financial instruments, including cash and cash equivalents, short-term investments, accounts payable, accrued expenses and notes payables approximated fair value as of December 31, 2012 and December 31, 2011 because of the relative short term nature of these instruments. At December 31, 2012 and December 31, 2011, the fair value of the Company’s debt approximates carrying value. The fair value of the Company’s available for sale securities was $22,000 and $32,000 at December 31, 2012 and 2011, respectively, and these securities are classified as Level 1.

F-11

MANHATTAN SCIENTIFICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2011, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income . In June 2011, the FASB issued ASU 2011-05, Comprehensive Income: Presentation of Comprehensive Income , which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity. ASU 2011-05 does not change the items which must be reported in other comprehensive income, how such items are measured or when they must be reclassified to net income. ASU 2011-12 only defers those changes in ASU 2011-05 that relate to the presentation of reclassification adjustments. Both ASUs are effective for interim and annual periods beginning after December 15, 2011. Our adoption of this ASU did not have a material impact on our consolidated financial statements.

In September 2011, the FASB issued ASU No. 2011-08, Testing Goodwill for Impairment, which provides entities testing goodwill for impairment to now have an option of performing a qualitative assessment before having to calculate the fair value of a reporting unit. If an entity determines, on the basis of qualitative factors, that the fair value of the reporting unit is more-likely-than-not less than the carrying amount, the existing quantitative impairment test is required. Otherwise, no further impairment testing is required. This ASU is effective for fiscal years beginning after December 15, 2011. Our adoption of this ASU did not have a material impact on our consolidated financial statements.

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs , which converges common fair value measurement and disclosure requirements in accordance with GAAP and International Financial Reporting Standards, or IFRS. This ASU is effective for interim and annual periods beginning after December 15, 2011. Our adoption of this ASU did not have a material impact on our consolidated financial statements.

NOTE 3 – INVESTMENTS

As of December 31, 2012 and 2011, the Company owned 1,075,648 shares of Novint common stock or approximately 3%. The fair value of the Novint shares was $22,000 and $32,000 as of December 31, 2012 and 2011, respectively.

The Company has an additional investment in Aprils, Inc. which is accounted for at a cost of $2,000.

NOTE 4 – RELATED PARTY AND FORMER OFFICERS NOTES PAYABLE

In December 2007, the former Chief Operating Officer and former Chief Executive Officer collectively forgave $1,416,500 of their outstanding accrued salaries ($1,387,500) and note payable ($29,000) balances. In December 2012, the former Chief Operating Officer forgave $80,000 of the accrued salaries balance. The amount forgiven has been accounted for as contributed capital. Additionally, the Company repaid $5,000 of the former Chief Executive Officer’s note payable balance. The remaining unpaid notes payable balances totaling $897,000 and $995,000 at December 31, 2012 and 2011 comprised of loans payable of $450,000 and $447,000, and $450,000 and $545,000 to its former Chief Operating Officer and Chief Executive Officer, respectively.

The loans bore interest at 5.5% per annum and were initially due December 31, 2002 and have been mutually extended. Under the terms of the note extensions dated December 12, 2007, the loans bear interest at 5% per annum and are now due. The Company has recorded interest expense for notes payable to these former officers of approximately $50,000 and $50,000 for the years ended December 31, 2012 and 2011, respectively. Accrued interest related to these notes payable approximated $482,000 and $432,000 as of December 31, 2012 and 2011, respectively and is included in accrued liabilities, related parties.

The related party note payable of $447,000 and its accrued interest have been classified at December 31, 2012 and 2011 to long-term because the holder has waived his right to call the note and related interest until after March 31, 2014.

F-12

MANHATTAN SCIENTIFICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE 5 –NOTE PAYABLE – OTHER

From October 21, 2011 to April 26, 2012, the Company issued convertible notes for $600,000 (the "Convertible Notes") of which $200,000 was received on October 21, 2011, $100,000 was received on January 31, 2012 and $300,000 was received on April 26, 2012. The non-interest bearing notes can be converted into the Company’s common stock, at any date after six months from the issuance of each Note, at a conversion price of 67% of the fair value of the Company’s common stock upon the date of conversion notice, subject to a floor price of approximately $0.041 for the note issued in October 2011, approximately $0.044 for the note issued in January 2012 and approximately $0.034 for the note issued in April 2012. The holder of the notes has not converted any portion of the notes as of December 31, 2012. Additionally, the note holder was issued warrants for 6,000,000 shares of the Company’s common stock with an exercise price of $0.05 that expire on October 15, 2015 ("Warrants"). The conversion feature to the note payable has been accounted for as an original issue discount approximating $296,000 which has been fully accreted as of December 31, 2012. The warrant associated with the note has been accounted for as a debt discount with an approximate value of $296,000 which has been allocated to the note’s fully accreted value of $896,000 (original note amount plus original debt discount) on proportionate basis which amounted to $195,000. The warrant value of $252,000 was determined using the Black-Scholes option pricing model based on the following assumptions: 2 year term; volatility rate of 134% to 135%; and discount rate of 2.5%. For the years ended December 31, 2012 and 2011, the Company has recorded an expense associated with original debt discount and expense associated with the debt discount (warrants) of $422,000 and $67,000. Accordingly, the carrying net value of this note at December 31, 2012 totals $896,000, comprising of $600,000 (original face value) plus the fully accreted original debt discount of $296,000. The carrying net value of this note at December 31, 2011 totals $192,000, comprising of $200,000 (original face value) plus accreted original debt discount of $38,000 less amortized debt discount of $46,000.

During the years ended December 31, 2005 and December 31, 2004, the Company issued convertible notes in the amount of $33,000. The notes had a one year maturity date, are noninterest bearing and upon maturity convertible at the current per share price. As of December 31, 2012, the Company has written off the $33,000 convertible note based upon the passing of the legal statute of limitation.

NOTE 6 – CAPITAL TRANSACTIONS

Preferred Stock

The Company has a total of 1,000,000 shares of authorized preferred shares which are segregated into three classes of preferred stock.

The Company has 182,525 authorized shares of convertible, redeemable, 10 percent cumulative, Class A, Preferred Stock with $0.001 par value. One Class A, Preferred share is convertible into 50 restricted common share and will be entitled to the number of votes equal to the number of shares of common stock into which such holder’s shares of Series A Preferred stock could be converted at the time of the vote. Class A, Preferred Stock is redeemable by the Company at $15 per share. Upon liquidation the holders of Series A Preferred stock will be entitled to be paid out of the assets available for distribution of the corporation an amount equal to $10 per share, before any payment will be made to the common shareholders. As of December 31, 2012 and 2011, no shares of Preferred Stock were issued and outstanding.

The Company has 250,000 authorized shares of Class B, Preferred Stock with $0.001 par value. As of December 31, 2012 and 2011, 49,999 shares of Preferred Stock were issued and outstanding. Series B preferred shares are convertible at a rate of 1 Series B preferred share to 10 common shares.

The Company has 14,000 authorized shares of redeemable, convertible, Class C, Preferred Stock with $100 stated value. Class C, Preferred Stock is not entitled to receive dividends unless dividends are paid on common stock. Upon liquidation Class C, Preferred Stock shall be treated as if it were converted to common stock prior to liquidation. Class C, Preferred Stock is convertible at $100 divided by the 10 day average closing price of common stock. The Class C, Preferred Stock is redeemable by the Company at the stated value. As of December 31, 2012 and 2011, no shares of Preferred Stock were issued and outstanding.

The Company has 553,475 undesignated blank check preferred stock, $0.001 par value, authorized, none outstanding. The preferred shares are to be issued in such series and to have such rights, preferences, and designation as determine by the Board of Directors of the Company.

F-13

MANHATTAN SCIENTIFICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

Common Stock

The Company has a total of 500,000,000 shares of authorized common shares. As of December 31, 2012 and 2011, 458,942,480 and 440,058,609 shares of common stock were issued and outstanding, respectively.

Stocks issued during 2012

For the year ended December 31, 2012, the Company issued 12,800,000 shares of common stocks and warrants for 6,400,000 shares for a total consideration of $640,000 to seven individuals. Further, the Company issued 5,483,871 shares to an attorney for legal services for the Company totaling $249,000, and 600,000 shares to two consultants for services to satisfy an outstanding obligation totaling $36,000. Additionally, the Company issued 200,000 shares and warrants for 100,000 shares to a consultant for services rendered to the Company totaling $10,000. The fair value of the 200,000 shares and warrants for 100,000 shares of common stock was based on the unit offering price of a private placement agreement during the same period totaling $0.05 per unit which a unit consisted of 1 share of common stock and warrant for half a share.

Stocks issued during 2011

On January 1, 2011, the Company issued 1,000,000 shares of common stock to a consultant for services related to the Company's nanomedicine project with Senior Scientific, Inc. The shares were valued at $60,000 or $0.06 per share based on the current fair value of such shares on the date of the consulting agreement.

On April 28, 2011, the Company issued 3,000,000 shares of common stock to a consultant for services. The services are being rendered over a thirty-nine months period commencing on January 1, 2011. The shares were valued at $180,000 or $0.06 per share based on the current fair value of such shares on the date of the consulting agreement. For the three and nine months ended September 30, 2011, the Company expensed $15,000 and $30,000, respectively, with a prepaid consulting expense balance of $150,000 as of September 30, 2011.

On May 31, 2011, the Company issued 14,001,000 shares of common stock related to acquisition of Scientific Nanomedicine, Inc. and Senior Scientific, LLC, see Note 11 for further discussions.

On August 8, 2011, the Company issued 525,000 shares of common stock for public relations services. The services are being rendered over a twelve months period commencing on January 1, 2011. The shares were valued at $42,000 or $0.08 per share based on the current fair value of such shares on the date of the public relations services agreement. For the three and nine months ended September 30, 2011, the Company expensed $32,000 with a prepaid consulting expense balance of $10,000 as of September 30, 2011.

On August 28, 2011, the Company issued a total of 3,000,000 shares of common stock (2,000,000 shares to a director of the Company and 1,000,000 shares to a consultant). The shares were valued at $210,000 or $0.07 per share based on the current fair value of such shares on the date of the award.

On December 2, 2011, the Company issued 2,000,000 shares of common stock to an individual for cash totaling $100,000 or $0.05 per share.

On December 5, 2011, the Company issued 2,454,991 shares of common stock for legal services over a period of six months. The shares were valued at $150,000 or $0.08 per share based on the current fair value of such shares on the date of the legal service agreement. As of December 31, 2011, $25,000 of the total value of these shares has been expensed with $125,000 recorded as prepaid expenses which will be expensed over the service period of legal service agreement.

In September 2010, the Company received $15,000 related to a private placement offering for shares of the Company’s common stock at a price of $0.06 per share for a total of 250,000 shares.

In July 2010, the Company issued 350,000 shares of common stock to a consultant for services valued at $24,500. The consultant provided public relations and marketing services for a period of six months having commenced in June 2010. Also in July 2010, the Company issued 1,000,000 shares of common stock as a signing incentive to a new board of director valued at $70,000.

In October 2010, the Company issued 2,000,000 shares of common stock for legal services totaling $120,000.

In November 2010, the Company issued 7,667,000 shares of common stock related to an Acquisition Option Agreement, as further discussed in Note 12, with total value of $460,000.

F-14

MANHATTAN SCIENTIFICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

In November 2010, the Company issued 350,000 shares of common stock for consulting services totaling $21,000.

Options

In 2000, the Company’s Board of Directors adopted the 2000 Equity Incentive Plan (the "2000 Plan"). The 2000 Plan authorizes the issuance of options, right to purchase Common Stock and stock bonuses to officers, employees, directors and consultants. The Company reserved 30,000,000 shares of common Stock for awards to be made under the 2000 Plan.

On September 14, 2001, the Company filed a registration statement on Form S-8 to register 900,000 of these shares. On November 19, 2001, an additional 550,000 shares of common stock were registered for issuance under the 2000 Plan. On January 30, 2002, an additional 975,000 shares of common stock were registered for issuance under the 2000 Plan. On March 22, 2002, an additional 925,000 shares of common stock were registered for issuance under the 2000 Plan. On July 12, 2002, an additional 990,000 shares of common stock were registered for issuance under the 2000 Plan. On January 17, 2003, the Company registered an additional 8,000,000 of common stock for issuance under the 2000 Plan.

The 2000 Plan is administered by a committee of two or more members of the Board of Directors or, if no committee is appointed, then by the Board of Directors. The 2000 Plan allows for the issuance of incentive stock options (which, pursuant to Section 422 of the Internal Revenue Code, can only be granted to employees), non-qualified stock options, stock appreciation rights, stock awards, or stock bonuses. The committee, or the Board of Directors if there is no committee, determines the type of option granted, the exercise price, the option term, which may be no more than ten years, terms and conditions of exercisability and methods of exercise. Options must vest within ten-years. Under the 2000 Plan, the exercise price may not be less than fair market value on the date of grant for the incentive stock options. The 2000 Plan also allows for the granting of Stock Appreciation Rights. No Stock Appreciation Rights have been granted. The number of shares under the 2000 Plan available for grant at December 31, 2012 and 2011 was 25,281,000.

In November 2004, the Company’s Board of Directors adopted the 2004 Consultant Stock Plan (the "2004 Plan"). The purpose of this 2004 Consultant Stock Plan is to advance the Company’s interests by helping the Company obtain and retain the services of persons providing consulting services upon whose judgment, initiative, efforts and/or services we are substantially dependent, by offering to or providing those persons with incentives or inducements affording such persons an opportunity to become owners of our capital stock. The Company reserved 2,000,000 shares of Common Stock for awards to be made under the 2004 Plan. A registration statement on Form S-8 was filed with the SEC on November 26, 2004 to register the shares underlying the 2004 plan. The 2004 Plan is administered by a committee of two or more members of the Board of Directors or, if no committee is appointed, then by the Board of Directors. The committee or the Board of Directors if there is no committee, determines who is eligible to receive awards under the plan, grant awards and interpret the 2004 Plan. The number of shares under the 2004 Plan available for grant at December 31, 2012 and 2011 was 500,000.

On May 9, 2005, the Company’s Board of Directors adopted the 2005 Equity Compensation Plan (the "2005 Plan"). The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to our success, by offering them an opportunity to participate in the Company’s future performance through awards of Options, the right to purchase Common Stock and Stock Bonuses. The Company reserved 10,000,000 shares of Common Stock for awards to be made under the 2005 Plan. The 2005 Plan is administered by a committee of two or more members of the Board of Directors or, if no committee is appointed, then by the Board of Directors. The committee or the Board of Directors if there is no committee, determines who is eligible to receive awards under the plan, grant awards and interpret the 2005 Plan. A registration statement on Form S-8 was filed with the SEC on June 8, 2005 to register the shares underlying the 2005 plan. The number of shares under the 2005 Plan available for grant at December 31, 2012 was 4,868,763.

On August 5, 2011, the Company awarded the Chief Executive Officer an option for 6,000,000 shares of common stock vesting immediately, exercise price of $0.07 per share, and 10 year life. The fair value of this option award totaled $408,000 based on the Black-Scholes option pricing model using the following assumptions: 10 year term; volatility rate of 135%; and discount rate of 2.5%.

During 2012, the Company granted options for 3,000,000 shares of common stock vesting immediately, exercise price of $0.07 per share, and 8 year life. The fair value of these options totaled $142,000 based on the Black-Scholes option pricing model using the following assumptions: 8 year term; volatility rate ranging from 134% to 135%; and discount rate of 2.5%.

F-15

MANHATTAN SCIENTIFICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

Set forth in the table below is information regarding awards made through compensation plans or arrangements through December 31, 2012, the most recently completed fiscal year.

Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders		—		—		—
Equity compensation plans not approved by security holders		—		—		27,649,763
Total		—		—		27,649,763

A summary of the Company’s stock option activity and related information is as follows:

	Number of Options			Exercise Price Per Share		Weighted Average Exercise Price		Number of Options Exercisable
Outstanding as of December 31, 2010		30,950,000							31,560,000
Granted		6,000,000			0.07		0.07		6,000,000
Expired		(250,000	)		0.39		0.39		(250,000	)
Outstanding as of December 31, 2011		36,700,000							36,700,000
Granted		3,000,000			0.07		0.07		3,000,000
Expired		-							-
Outstanding as of December 31, 2012		39,700,000							39,700,000

Exercise prices and weighted-average contractual lives of 39,700,000 stock options outstanding as of December 31, 2012 are as follows:

				Options Outstanding				Options Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.01		25,000,000		4.68		0.01		25,000,000		0.01
	0.07		6,000,000		8.58		0.07		6,000,000		0.07
	0.02		3,000,000		0.32		0.02		3,000,000		0.02
	0.05		1,500,000		0.79		0.05		1,500,000		0.05
	0.06		1,200,000		2.38		0.06		1,200,000		0.06
	0.07		3,000,000		7.98		0.07		3,000,000		0.07

The fair value for options granted were determined using the Black-Scholes option-pricing model.

At December 31, 2012, the 39,700,000 outstanding options had an aggregate intrinsic value of $1,146,000.

F-16

MANHATTAN SCIENTIFICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

Warrants:

The Company issued the following warrants at the corresponding weighted average exercise price as of December 31, 2012.

	Warrants		Weighted average Exercise Price
Outstanding as of December 31, 2010		6,000,000	$	0.07
Issued/Vested		2,000,000		0.05
Cancelled/Expired		0
Outstanding as of December 31, 2011		8,000,000		0.07
Issued/Vested		6,400,000		0.33
Cancelled/Expired		0
Outstanding as of December 31, 2012		14,400,000		0.26

Date	Number of Warrants		Exercise Price		Contractual Life Remaining		Number of Shares Exercisable
October 11, 2007		3,200,000		.01		7 years		3,200,000
November 9, 2007		800,000		.01		7 years		800,000
September 8, 2009		312,000		.10-.25		1 year		312,000
November 1, 2009		1,688,000		.15-.30		1 year		1,688,000
October 21, 2011		2,000,000		0.05		1 year		2,000,000
February 1, 2012		1,500,000		0.05		1 year		1,500,000
April 26, 2012		3,000,000		0.05		1 year		3,000,000
September 10, 2012		800,000		0.07		2 years		800,000
September 19, 2012		600,000		0.07		2 years		600,000
September 27, 2012		500,000		0.07		2 years		500,000
		14,400,000						14,400,000

The fair value for warrants granted were determined using the Black-Scholes option-pricing model. As of December 31, 2012,warrant for 6,400,000 shares were granted associated with convertible notes payable with exercise prices ranging from $0.05 to $0.07 per share, see Note 5 for additional discussions. As of December 31, 2011, warrants for 2,000,000 shares were granted associated with a convertible note payable with an exercise price of $0.05 per share, see Note 5 for additional discussions.

NOTE 7 – INCOME TAXES

The provision for income taxes on the statements of operations consists of $-0- and $-0- for the years ended December 31, 2012 and 2011, respectively. Deferred tax assets are comprised of the following at December 31:

	2012			2011
Net operating loss carryforward	$	10,100,000		$	9,552,000
Temporary differences		5,621,000			5,277,000
Less valuation allowance		(15,721,000	)		(14,829,000	)
Deferred tax asset, net		-			-

Deferred taxes arise from temporary differences in the recognition of certain expenses for tax and financial reporting purposes. At December 31, 2012 and 2011, management determined that realization of these benefits is not assured and has provided a valuation allowance for the entire amount of such benefits. At December 31, 2012 and 2011, net operating loss carryforwards were approximately $39,518,000 and $37,428,000, respectively, for federal tax purposes that expire at various dates from 2012 through 2031 and for state tax purposes expire in 2012 through 2022.

F-17

MANHATTAN SCIENTIFICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

Utilization of net operating loss carryforwards may be subject to substantial annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986, as amended, and similar state regulations. The annual limitation may result in the expiration of substantial net operating loss carryforwards before utilization.

For December 31, 2012 and 2011, the provision for income taxes differs from the amount computed by applying the U.S. federal statutory tax rate (34% in 2012 and 2011) to income taxes as follows:

	2012			2011
Tax benefit computed at 34%	$	344,000		$	615,000
Change in valuation allowance		(892,000	)		(970,000	)
Change in carryovers and tax attributes		548,000			355,000
Income tax provision		-			-

NOTE 8 – COMMITMENTS

Operating Leases

The Company’s principal executive offices in New York are leased on a month to month basis for $500 per month. For the years ended December 31, 2012 and 2011, rent expense was $6,000, and $6,000 respectively.

Litigation

The Company is subject from time to time to litigation, claims and suits arising in the ordinary course of business. As of December 31, 2012 and 2011, the Company was not party to any material litigation, claims or suit whose outcome could have material effect to the financial statements.

License Agreement

As discussed in Note 3, the Company entered into a patent license agreement with Los Alamos National Security LLC for the exclusive use of certain technology relating to the manufacture and application of nanostructuring metals and alloys. Under the terms of the agreement, the Company may be required to pay royalties, as defined, to the licensors. The license rights also require the Company to meet certain milestones. Twelve months from the effective date of the license rights agreement Manhattan will initiate negotiations with at least five companies regarding manufacture and distribution of licensed products. Within twenty-four months Manhattan will establish capability for manufacturing a licensed product in New Mexico and within thirty-six months Manhattan will either manufacture a licensed product or close a sublicense agreement, or initiate a request for required government approval for a licensed product.

Metallicum, Inc.

In June 2008, the Company completed the purchase of Metallicum, Inc., a privately held research and development company of nano-structured materials, by acquiring all of the outstanding capital stock of Metallicum, Inc. for a total purchase price of $305,000. In connection with the Metallicum acquisition, the Company has agreed to pay additional consideration in future periods, based upon the attainment by the acquired entity of defined operating objectives. In accordance with FASB ASC 805, the Company does not accrue contingent consideration obligations prior to the attainment of the objectives. At December 31, 2012, maximum potential future consideration pursuant to such arrangements, to be resolved over the following years, is the potential issuance of 15 million restricted shares of the Company’s common stock having a current approximate value of $750,000. Any such payments would result in increases in intangible assets.

The required milestones for the issuance of these contingent shares are as follows:

1.	Metallicum is granted an exclusive license by The Los Alamos National Laboratory (LANL) on patent numbers U.S.7152448, U.S.6399215 and U.S. 6197129 related to nanostructured materials.

2.	Metallicum sells nanostructured titanium to a partner or customer company which manufactures and sells in the United States a nonostructured titanium product which receives, if required, FDA approval.

3.	Metallicum, with purchaser’s cooperation, develops and submits U.S. patent applications to protect the current titanium nanostructuring technology for dental implants and additional medical device applications.

4.	Metallicum secures commercial contracts for, in purchaser’s reasonable good faith judgment, material sales of nanostructured metal with at least two customers.

F-18

MANHATTAN SCIENTIFICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

Upon achieving milestones 1 and 2 Metallicum will receive 6,000,000 shares of common stock. Upon achieving each milestone 3, 4 and 5 Metallicum shareholders will receive 3,000,000 shares of common stock for each milestone reached. As of December 31, 2012, the Company has so far only achieved milestone 1.

Joint Venture

Metallicum entered a joint venture agreement with Danlin Products Inc. and BASIC Dental Inc. with respect to the development and manufacture of nano-titanium dental implants based upon Metallicum’s proprietary technology for nanostructuring metals and alloys. Metallicum has terminated this joint venture.

NOTE 9 – TECHNOLOGY TRANSFER AGREEMENT AND SUB-LICENSE AGREEMENT

On September 12, 2009, the Company entered into a contract with Carpenter Technology Corp. to sell certain nanostructured metal technologies acquired from Metallicum, Inc, its wholly owned subsidiary, to Carpenter and to provide sub-license rights to Carpenter covering license agreements that the Company has from Los Alamos Laboratories. The agreement has two distinct elements: and sale and services agreement and a sub-license agreement. The first element irrevocably transfers the field technology to Carpenter Technology Corporation and Carpenter many develop or use the technology for its own benefit. Carpenter agrees to pay a sales price of $600,000 and pay royalties for products developed using this technology. In addition, the Company can receive additional service income for assisting Carpenter in the production process. These additional services are elective and do not affect the sale of the technology. The second element of the agreement is a sub-license to Carpenter for patents (the LANS patents) that are licensed by the Company from Los Alamos Laboratories. The sub-license agreement obligates Carpenter to pay MSI a running royalty on the sales of products that require license to the LANS patents but does not have any upfront fee or annual minimum royalties.

The Company recognized the sales revenue upon transfer of the technology and the service income over the term of the agreement. The royalty income will be recognized as products are developed using the field technology or sub-license.

As of December 31, 2012 and 2011, the Company earned $686,000 and $686,000 and recorded such amount as revenue for the years ended December 31, 2012 and 2011. The amount received by the Company relates to services provided under the first element of the contract regarding additional services. The Company earned service income for time that a consultant to the Company, Dr. Lowe, made himself available to Carpenter in accordance with the Technology Transfer Agreement. The fees earned pursuant to the agreement with Carpenter are being proportionately recognized as revenue based upon the total fees to be collected over a 42 month period. The 42 month period is based on the time periods described in the Agreement (6 months after effective date), (12 months after effective date), and (each of the first 3 anniversaries of Annuity date where the “Annuity date” is the date of the latter of 18 months after the effective date or the date Manhattan Scientific fully satisfies its duties under of the Agreement). The cost of revenue totaling $-0- and $112,000 for the years ended December 31, 2012 and 2011 relates to consulting fees paid to Dr. Lowe during the period.

F-19

MANHATTAN SCIENTIFICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE 10 – ACQUISITION OF SCIENTIFIC NANOMEDICINE, INC. AND SENIOR SCIENTIFIC, LLC

On February 10, 2010 (“effective date”), the Company entered into Acquisition Option Agreement with and among Senior Scientific LLC, Edward R. Flynn, Ph.D and Scientific Nanomedicine, Inc. (“SNMI”) whereby the Company shall have the right to acquire 100% ownership of SNMI at any time during an Option Period of nine (9) months from the effective date of the Acquisition Option Agreement. SNMI owns intellectual property in the nanomedicine technology field generally related to detection of biological materials, including detection and treatment of cancer and application to other areas of biology. The total consideration for the acquisition of SNMI pursuant to the Acquisition Option Agreement shall consist of $100,000 and 20,000,000 shares of the Company’s restricted common stock. As of December 31, 2010, the Company had issued a total of 7,667,000 shares of the Company’s restricted common stock of which 6,000,000 shares of the total 7,667,000 shares issued were for the First Payment and partial Second Payment pursuant to the Acquisition Option Agreement. The 1,667,000 shares of the total 7,667,000 shares issued were for payment in lieu of required cash payment of $100,000 required under Acquisition Option Agreement. The value of the 7,667,000 shares issued totaling $460,000 or $0.06 per share (fair value at the effective date) was recorded as a deposit towards the purchase of SNMI under the Acquisition Option Agreement.

On May 31, 2011, the Company completed the remaining required restricted common stock consideration totaling 14,000,000 shares pursuant through an Agreement and Plan of Reorganization with Scientific Nanomedicine, Inc., thus completing the acquisition of 100% ownership of SNMI. Concurrently, the Company entered and completed a Purchase Agreement with Senior Scientific, LLC, and Edward R. Flynn and Maureen A. Flynn to acquire 100% of the voting stock Senior Scientific, LLC in exchange for 1,000 shares of the Company’s common stock.

The acquisition of SNMI has been accounted for as an asset purchase since SNMI has no tangible assets or liabilities and does not have the business inputs and outputs to be considered a business. The purchase price totaling $1,300,000 (fair value of 21,667,000 shares of common stocks issued) has been allocated to in process research and development and will be amortized over 10 year period.

The acquisition of Senior Scientific, LLC has been accounted for as a purchased under the business combination rules. Senior Scientific, LLC net assets totaling approximately $60,000 consisted of fixed assets and no liabilities. The consideration of 1,000 shares of the Company’s common stock has been valued at $60,000 based on the identifiable fixed assets of Senior Scientific, LLC.

The Company subsequently dissolved SNMI and transferred all assets to Senior Scientific.

NOTE 11 – SUBSEQUENT EVENTS

In January 2013, the Company entered into a licensing agreement with a party granting certain licensing rights to the Company's nanostructured metal technology. As consideration: the Company received $180,000 in January 2013, and will receive $30,000 by June 1, 2013; $30,000 by December 31, 2013; $30,000 by December 1, 2014; and $30,000 upon commercial launch by the party or the latest December 1, 2015.

F-20

Delaware		000-28411		85-0460639
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

		PAGE
PART I

ITEM 1.	DESCRIPTION OF BUSINESS		3
ITEM 1A.	RISK FACTORS		12
ITEM 2.	DESCRIPTION OF PROPERTIES		16
ITEM 3.	LEGAL PROCEEDINGS		16
ITEM 4.	MINE SAFETY DISCLOSURES		16

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		17
ITEM 6	SELECTED FINANCIAL DATA		21
ITEM 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		22
ITEM7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		25
ITEM 8.	FINANCIAL STATEMENTS		F -1
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		26
ITEM 9A(T)	CONTROLS AND PROCEDURES		26
ITEM 9B.	OTHER INFORMATION		27

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTORS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT		28
ITEM 11.	EXECUTIVE COMPENSATION		30
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.		32
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		32
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		33
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES		34
	SIGNATURES		36

·	During the year ended December 31, 2009, the Company received $0.6 million for the sale of certain technology;
·	During the years ended December 31, 2009, 2010, 2011 and 2012, the Company received from Carpenter $0.6 million of income for assisting with development of the technology and is recognizing the income over the term of the Agreement.
·	During the year ended December 31, 2009, the Company, received a $1,000,000 .one-time payment for satisfying a performance obligation under the Technology Transfer Agreement

Title	Application #	Filing date	Patent #	Country
Magnetic Needle Biopsy	60/549,501	1-Mar-2004		US
Magnetic Needle Biopsy	11/069,361	28-Feb-2005	7,309,316	US
Biomagnetic Detection And Treatment Of Alzheimer's Disease	60/866,095	16-Nov-2006		US
Biomagnetic Detection And Treatment Of Alzheimer's Disease	11/940,673	15-Nov-2007	8,060,179	US
Magnetic Needle Biopsy	11/957,988	17-Dec-2007		US
Magnetic Needle Biopsy	12/337,554	17-Dec-2008	8,118,754	US
Leukemia Cell Detection Using A Novel Magnetic Needle And Nanoparticles	61/248,775	5-Oct-2009		US
Early Detection Of Breast Cancer Using Magnetic Nanoparticles And Ultra-Sensitive Magnetic Field Sensors	61/259,011	6-Nov-2009		US
Detection Of Breast Cancer In Tissue Incompatible With Other Methods, And At Levels Undetectable By Other Means	61/308,897	27-Feb-2010		US
Apparatus And Method To Detect Ovarian Cancer In Tissue	61/310,700	4-Mar-2010		US
Nonsurgical Determination Of Organ Transplant Acceptance	61/314,370	16-Mar-2010		US
Method And System For In-Vivo Detection Of Hodgkin’s Lymphoma	61/314,392	16-Mar-2010		US
Nanoparticles And Methods For Making, Characterizing, And Testing Nanoparticles, Suitable For Use In Magentic Field Relaxometry Applications	61/329,076	28-Apr-2010		US

•	Our technology can detect cancer at a mass of 100,000 cells, and is currently being programmed to detect down to 12,000 cells;
•	After development for commercial use – our technology may detect cancer before stage one -- down to "a few thousand cells";
•	Our technology uses patented device now known as SQUID (superconducting quantum interference device) which we hope to develop for commercialization along with the nanoparticles that will be used to detect cancer;
•	MD Anderson Cancer Center signed on for a preclinical trial of our magnetic nanoparticle technology in August 2011;
•	There is revenue potential from lab/animal research and from human medical applications;
•	FDA approval may not be needed for lab/animal uses; and
•	Since biosafe nanoparticles are already in use-there may be a shortened FDA approval process for human medical applications.

High-Temperature Superconducting Quantum Interference Device Apparatus	61/329,198	29-Apr-2010	US
Apparatus And Method To Detect Prostate Cancer In Tissue	61/331,816	5-May-2010	US
Methods And Apparatuses For The Localization And Treatment Of Cancer	61/352,782	8-Jun-2010	US
Methods And Apparatuses Using An Atomic Magnetometer To Detect Disease In Tissue	61/361,998	7-Jul-2010	US
Methods And Apparatuses To Detect Cancer Metastasis Or Recurrence	61/377,854	27-Aug-2010	US
Conjugated Nanoparticles As Contrast Agents	61/386,961	27-Sep-2010	US
Detection, Imaging, And Quantitation Of Targeted Cells	61/389,233	3-Oct-2010	US
Cell Detection Using Targeted Nanoparticles And Magnetic Properties Thereof	PCT/US2010/051417	5-Oct-2010	US
Detection, Measurement, And Imaging Of Cells Such As Cancer And Other Biologic Substances Using Targeted Nanoparticles And Magnetic Properties Thereof	PCT/US2010/055729	5-Nov-2010	US
Biological Application Of Magnetic Relaxometry With Atomic Magnetometer And SQUID Sensors	61/454,560	20-Mar-2011	US
Nonsurgical Determination Of Organ Transplant Condition	PCT/US2011/28746	16-Mar-2011	US
Magnetic Relaxometry Methods And Apparatuses	61/468,575	29-Mar-2011	US
Methods And Apparatuses For The Localization And Treatment Of Cancer	PCT/US2011/39349	7-Jun-2011	US
Detection, Measurement, And Imaging Of Cells Such As Cancer And Other Biologic Substances Using Targeted Nanoparticles And Magnetic Properties Thereof	13/249,994	30-Sep-2011	US
Magnetic Needle Biopsy	13/399,733	17-Feb-2012	US
Detection, Measurement, And Imaging Of Cells Such As Cancer And Other Biologic Substances Using Targeted Nanoparticles And Magnetic Properties Thereof	13/503674	24-Apr-2012	US
Magnetic Relaxometry Using Brownian Randomization, Neel Relaxation, Or Combinations Thereof	61/639,827	27-Apr-2012	US
Detection, Measurement, And Imaging Of Cells Such As Cancer And Other Biologic Substances Using Targeted Nanoparticles And Magnetic Properties Thereof			Japan
Detection, Measurement, And Imaging Of Cells Such As Cancer And Other Biologic Substances Using Targeted Nanoparticles And Magnetic Properties Thereof			Israel
Detection, Measurement, And Imaging Of Cells Such As Cancer And Other Biologic Substances Using Targeted Nanoparticles And Magnetic Properties Thereof			Canada
Detection, Measurement, And Imaging Of Cells Such As Cancer And Other Biologic Substances Using Targeted Nanoparticles And Magnetic Properties Thereof			Singapore
Detection, Measurement, And Imaging Of Cells Such As Cancer And Other Biologic Substances Using Targeted Nanoparticles And Magnetic Properties Thereof			Australia
Detection, Measurement, And Imaging Of Cells Such As Cancer And Other Biologic Substances Using Targeted Nanoparticles And Magnetic Properties Thereof			China

Detection, Measurement, And Imaging Of Cells Such As Cancer And Other Biologic Substances Using Targeted Nanoparticles And Magnetic Properties Thereof			EPO
Detection, Measurement, And Imaging Of Cells Such As Cancer And Other Biologic Substances Using Targeted Nanoparticles And Magnetic Properties Thereof			India
Detection, Measurement, And Imaging Of Cells Such As Cancer And Other Biologic Substances Using Targeted Nanoparticles And Magnetic Properties Thereof			Russia
Detection, Measurement, And Imaging Of Cells Such As Cancer And Other Biologic Substances Using Targeted Nanoparticles And Magnetic Properties Thereof			S. Korea
Applications Of Magnetic Relaxometry In Ovarian Cancer Nanomedicine	61/691,913	22-Aug-2012	US
Method For Measuring The Viscosity Of A Fluid Using Magnetic Nanoparticles		1-Mar-2011	US
Magnetic Relaxometry Using Brownian Randomization, Neel Relaxation, Or Combinations Thereof	61/639,827	27-Apr-2012	US
Magnetic Relaxometry Using Magnetization And Measurement Fields	61/715,791	18-Oct-2012	US

	· capitalization;
	· cost of product;
	· first to market with product in market segment;
	· strong intellectual portfolio;
	· product reliability;
	· strong customer base; and
	· strong manufacturing and supplier relationships.

	· variations in anticipated or actual results of operations;
	· announcements of new products or technological innovations by us or our competitors;
	· changes in earnings estimates of operational results by analysts;
	· inability of market makers to combat short positions on the stock;
	· an overall downturn in the financial markets and stock markets;
	· the use of stock to pay employees and consultants if sufficient working capital is not available;
	· inability of the market to absorb large blocks of stock sold into the market; and
	· developments or disputes concerning our intellectual property.

2012
First Quarter	$	0.068	$	0.051
Second Quarter	$	0.055	$	0.040
Third Quarter	$	0.063	$	0.043
Fourth Quarter	$	0.060	$	0.046

2011
First Quarter	$	0.105	$	0.062
Second Quarter	$	0.083	$	0.049
Third Quarter	$	0.080	$	0.035
Fourth Quarter	$	0.070	$	0.042

	Number of Options			Exercise Price Per Share		Weighted Average Exercise Price		Number of Options Exercisable

Outstanding as of December 31, 2010		30,950,000							31,560,000
Granted		6,000,000			0.07		0.07		6,000,000
Expired		(250,000	)		0.39		0.39		(250,000	)
Outstanding as of December 31, 2011		36,700,000							36,700,000
Granted		3,000,000			0.07		0.07		3,000,000
Expired		-							-
Outstanding as of December 31, 2012		39,700,000							39,700,000

NAME	AGE	POSITION

Emmanuel Tsoupanarias	60	Chairman of the Board, President and Chief Executive Officer
Leonard Friedman	75	Secretary and Director
Frank Georgiou	62	Director
Chris Theoharis	60	Director
Larry Schatz	66	Director
Marvin Maslow	75	Chairman Emeritus
Gerald Grafe	47	President of Senior Scientific

Name	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Changes in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Emmanuel Tsoupanarias	2012		150,000		--		--		--		--		--				150,000
CEO and Chairman	2011		100,000		--		--		408,000		--		--		--		508,000

Gerald Grafe President of	2012	$	201,875		--	$	249,194		--		--		--		--	$	451,069
Senior Scientific	2011		--		--		--		--		--		--		--		--

Name	Grant Date	Number of Securities Underlying Unexercised Warrants (#) Exercisable		Number of Securities Underlying Unexercised Warrants (#) Unexercisable (1)		Warrant Exercise Price ($)		Warrant Expiration Date

Emmanuel Tsoupanarias, Chairman and CEO	11/9/2007		800,000		-	$	0.013	1/9/2017

Emmanuel Tsoupanarias, Chairman and CEO	08/5/2011		6,000,000		-	$	0.070	08/5/2021

Leonard Friedman, Director	10/11/2007		800,000		-	$	0.013	10/11/2017

Frank Georgiou, Director	10/11/2007		800,000		-	$	0.013	10/11/2017

Chris Theoharis, Director	10/11/2007		800,000		-	$	0.013	10/11/2017

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percent of Class(1)

Emmanuel Tsoupanarias (2)		16,800,000		3.7	%
Leonard C. Friedman (3)		10,000,000		2.2	%
Frank Georgiou (4)		22,500,106		5.0	%
Chris Theoharis (4)		4,575,105		1.0	%
Larry Schatz		3,000,000		0.7	%
Gerald Grafe		15,626,554		3.4	%
Directors and Executive Officers as a group (5 persons)		72,501,765		16.0	%
Marvin Maslow (5)		53,697,606		11.7	%
Total		126,199,371		27.7	%

Fee Category	Fiscal 2012		Fiscal 2011

Audit and audit related fees	$	62,000	$	63,000
Tax fees		-		-
Other fees		-		-
Total fees	$	62,000	$	63,000

Exhibit Number		Description of Exhibit

2.1		Agreement and Plan of Reorganization (1)
2.2		Agreement and Plan of Merger (1)
3.1		Certificate of Incorporation dated August 1, 1995
3.2		Certificate of Amendment to Certificate of Incorporation dated January 8, 1998
3.3		Bylaws (1)
3.4		Certificate of Amendment of Certificate of Incorporation dated January 16, 2001
3.5		Certificate of Amendment of Certificate of Incorporation dated August 8, 2007
4.1		Certificate of Designation, Preferences and Rights of Series B Preferred Stock
4.2		Amended Certificate of Designation, Preferences and Rights of Series B Preferred Stock
4.3		Certificate of Designation, Preferences and Rights of Series C Preferred Stock
4.4		Amended Certificate of Designation, Preferences and Rights of Series C Preferred Stock (2)
10.1		Manhattan Scientifics, Inc. 1998 Stock Option Plan (1)
10.2		Stock Purchase Agreement between Manhattan Scientifics, Inc., Projectavision, Inc., and Lancer Partners, L.P. (3)
10.3		Manhattan Scientifics, Inc. 2000 Equity Incentive Plan (5)
10.4		2004 Consultant Stock Plan (6)
10.5		Manhattan Scientifics 2005 Equity Incentive Plan (8)
10.6		Technology Transfer Agreement by and between Carpenter Technology Corporation and Manhattan Scientifics, Inc, effective as of the 12th day of September 2009 (7)
10.7		Acquisition Option Agreement by and among Senior Scientific LLC, Edward R. Flynn, Ph.D., Scientific Nanomedicine, Inc. and Manhattan Scientifics, Inc. (10)
10.8		Stock Purchase Agreement, dated as of June 12, 2008, among Manhattan Scientifics, Inc., Metallicum, Inc., and the shareholders of Metallicum (9)
10.9		Settlement and Memorandum of Agreement among Marvin Maslow, Jack B. Harrod and Manhattan Scientifics, Inc. (9)
10.10		Patent License Agreement Between Los Alamos National Security, LLC and Manhattan Scientifics, Inc. (10)
10.11		Agreement and Plan of Reorganization by and among the Company, Scientific Nanomedicine, Inc., Edward, R. Flynn and Edward R. Flynn and Maureen A. Flynn, as Co-Trustees of the Edward R. Flynn and Maureen A. Flynn Revocable Trust u/t/a dated 10/25/2006. (11)
10.12		Purchase Agreement by and among the Company, Senior Scientific LLC and Edward R. Flynn. (11)
10.13		Consulting Agreement dated June 1, 2011 between Manhattan Scientifics Inc. and V. Gerald Grafe
10.14		Employment Agreement dated March 28, 2013 between Manhattan Scientifics Inc. and Emmanuel Tsoupanarias
10.15		Consulting Agreement between Normandie New Mexico Corp. and Manhattan Scientifics Inc. dated October 1, 2009
10.16		Amendment to the Consulting Agreement between Normandie New Mexico Corp. and Manhattan Scientifics Inc. dated October 1, 2009
14.1		Code of Ethics (9)
21.1		List of Subsidiaries

31.1		Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d- 14(a) (12)
31.2		Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d- 14(a) (12)
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (12)
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (12)
EX-101.INS**		XBRL INSTANCE DOCUMENT
EX-101.SCH**		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CAL**		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.DEF**		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
EX-101.LAB**		XBRL TAXONOMY EXTENSION LABELS LINKBASE
EX-101.PRE**		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

	MANHATTAN SCIENTIFIC, INC.

	By:	/s/ Emmanuel Tsoupanarias
		Emmanuel Tsoupanarias
		Chief Executive Officer

Signature		Title

/s/ Emmanuel Tsoupanarias		Chief Executive Officer, President, Chairman of the Board
Emmanuel Tsoupanarias		(Principal Executive Officer and Principal Accounting Officer )

/s/ Leonard Friedman		Secretary and Director
Leonard Friedman

/s/ Frank Georgiou		Director
Frank Georgiou

/s/ Larry Schatz		Director
Frank Georgiou

/s/ Chris Theoharis		Treasurer and Director (Principal Financial Officer)
Chris Theoharis

	MANHATTAN SCIENTIFICS, INC.

	By:	/s/ Emmanuel Tsoupanarias
		Emmanuel Tsoupanarias, Chief Executive Officer
		Fax No. - (614) 455-6714

	By:	/s/ V. Gerald Grafe
		V. Gerald Grafe Manager Fax No. 505-213-0998

COMPANY:		EXECUTIVE:

Manhattan Scientifics, Inc.

By: /s/		/s/ Emmanuel Tsoupanarias

Name:		Emmanuel Tsoupanarias

Its:		Date: March 28, 2013

Date: March 28, 2013

	MANHATTAN SCIENTIFICS, INC.

	By:	/s/ Emmanuel Tsoupanarias
		Name: Emmanuel Tsoupanarias
		Title: Chief Executive Officer


	NORMANDIE NEW MEXICO CORP.

	By:	/s/ Marvin Maslow
		Name: Marvin Maslow
		Title: President

		Manhattan Scientifics, Inc.

		By:
		Name:
		Title:

ACKNOLEDGED AND AGREED:

Normadie New Mexico Corp.

By:
Name:	Marvin Maslow
Title:	President

SUBSIDIARY		JURISDICTION
Metallicum, Inc.		New Mexico
Senior Scientific LLC		New Mexico

1.	I have reviewed this annual report on Form 10-K of Manhattan Scientifics, 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: April 1, 2013	By:	/s/ Emmanuel Tsoupanarias
		Emmanuel Tsoupanarias
		Chief Executive Officer
		(Principal Executive Officer)