WEARABLE HEALTH SOLUTIONS, INC. - Annual Report: 2009 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________________________________________
FORM
10-K
(Mark
One)
|
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
The Fiscal Year Ended June 30, 2009
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Commission
File No. 333-153290
|
MEDICAL
ALARM CONCEPTS HOLDING, INC.
|
|
|
(Exact
name of issuer as specified in its
charter)
|
|
Nevada
|
26-3534190
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
5215-C
Militia Hill Road
Plymouth
Meeting, PA
|
19462
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (877) 639-2929
|
Securities
registered under Section 12(b) of the Exchange Act:
|
None.
|
|
Securities
registered under Section 12(g) of the Exchange Act:
|
Common
stock, par value $0.0001 per share.
|
|
(Title
of class)
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes o No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No x
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference Part III of this Form 10-K or
any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Yes o No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer
|
o
|
Accelerated
filer
|
o
|
|
|
Non-accelerated
filer
(Do
not check if a smaller reporting company)
|
o
|
Smaller
reporting company
|
x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o No
x
As of the
last business day of the registrant’s most recently completed second fiscal
quarter, there was no public trading market for our common stock.
As of
October 13, 2009, the registrant had 45,259,400 shares issued and
outstanding, respectively.
Documents Incorporated by
Reference:
None.
TABLE
OF CONTENTS
|
PART
I
|
||
|
ITEM
1.
|
BUSINESS
|
3
|
|
ITEM
2.
|
PROPERTIES
|
4
|
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
4
|
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
4
|
|
PART
II
|
||
|
ITEM
5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
|
4
|
|
ITEM
6.
|
SELECTED
FINANCIAL DATA
|
4
|
|
ITEM
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
4
|
|
ITEM
7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
7
|
|
ITEM
8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
F-1
|
|
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
8
|
|
ITEM
9A.
|
CONTROLS
AND PROCEDURES
|
8
|
|
PART
III
|
||
|
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
9
|
|
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
10
|
|
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
10
|
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
11
|
|
ITEM
14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
11
|
|
PART
IV
|
||
|
ITEM
15.
|
EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
|
12
|
|
SIGNATURES
|
13
|
2
PART
I
|
ITEM
1.
|
BUSINESS
|
Description
of Our Business
Overview
General
We were
formed in June 2008 and on June 24, 2008 we acquired 100% of the membership
interests in Medical Alarm Concepts, LLC, a Delaware limited liability
corporation. Our plan is to provide 24-hour personal response monitoring
services and related products to subscribers with medical or age-related
conditions. Our product is a home communicator that connects directly to a
telephone line via remote access. Our product is a medical pendent that, when
activated, sends an automated digital telephone signal to a monitoring facility
where a highly trained professional responds to the alert and provides the
proper assistance.
Marketing
The
obvious and most common use for medical alarms is as a safeguard for the
elderly. While very few things can prevent falls by elderly persons, medical
alarms mitigate the potential harm done if there is not a timely response to
such an accident. Medical alarms are more convenient and safer than the
telephone. The user wears them on their wrist, around their neck, or on their
belt so that it is always accessible and easy to reach.
Marketing
efforts will include advertising in print media, on the radio, and on
television. Interested parties will be invited to (1) inquire about Medical
Alarms through our website at www.medicalalarmconcepts.com;
(2) call our 24/7 toll free telephone number; or (3) write in for information.
We will offer information brochures outlining our services or fees.
Sales
activity will be one-on-one personal contact with potential clients. Medical
Alarms’ sales philosophy includes an in-depth discussion with our trained sales
consultants to understand the potential customers desires and needs in order to
recommend the appropriate plan and set-up with each individual to achieve the
highest level of satisfaction in our product.
Medical
Alarms will prepare a sales contract specifying dates, times, services, limits
of liability, and other appropriate information to be signed and returned by the
customer along with full payment in advance.
Competition
Philips
Medical Systems
Philips
Medical Systems, a growing leader in the growing medical device and diagnostic
industry, is committed to providing innovative technology and services that
enable health care providers to achieve clinical excellence. Philips is
positioned to deliver solutions with unique clinical solutions with unique
clinical benefits and meet health care’s challenges today and in the future and
is firmly established as a worldwide leader in most of its markets, including
X-ray, ultrasound, nuclear medicine patient monitoring and automated external
defibrillator devices.
The
division is represented in more than 60 countries and employs over 20,000
people. All products are backed by Philips’ worldwide network of research and
development, and sales and service organizations. Philips recent acquisition of
Lifeline Medical Alarm has positioned it as the largest PERS provider with over
700,000 monitored accounts.
Life
Alert Emergency Response, Inc.
Life
Alert provides medical emergency response when seniors experience
life-threatening events. Life Alert is the only company endorsed by Dr. C.
Everett Koop, MD, former US Surgeon General. Life Alert appears on TV and in
AARP magazine.
Since
1987, Life Alert has been in the business of providing emergency response
services to the elderly and handicapped on a 24-hour, 7 days a week basis. Life
Alert strives to provide the highest quality of services to its
consumers.
|
ITEM
1A.
|
RISK
FACTORS
|
Not
applicable for smaller reporting companies.
|
ITEM
1B.
|
UNRESOLVED
STAFF COMMENTS
|
Not
applicable for smaller reporting companies.
3
ITEM
2. DESCRIPTION OF
PROPERTY.
Our
business office is located at 5215-C Militia Hill Road, Plymouth Meeting, PA
19462.
ITEM
3. LEGAL
PROCEEDINGS.
To the
best of our knowledge, there are no known or pending litigation proceedings
against us.
ITEM
4. SUBMISSION OF MATTERS TO
A VOTE OF SECURITY HOLDERS.
On
September 21, 2009, our Board of Directors and majority shareholders resolved to
amend the Articles of Incorporation to increase the number of authorized shares
of our common stock, par value $0.0001, from 100,000,000 to 800,000,000
shares.
PART
II
ITEM
5. MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.
Market
Information
Our
common stock has traded on the OTC Bulletin Board system under the symbol “MDHI”
since January 2, 2009. However, to date there has been no trading market for our
Common Stock.
The
market price of our common stock will be subject to significant
fluctuations in response to variations in our quarterly operating results,
general trends in the market, and other factors, over many of which we have
little or no control. In addition, broad market fluctuations, as well as general
economic, business and political conditions, may adversely affect the market for
our common stock, regardless of our actual or projected
performance.
Holders
As of
October 13, 2009, in accordance with our transfer agent records, we had 42
record holders of our Common Stock.
Dividends
To date,
we have not declared or paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.
Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.
Stock
Option Grants
To date,
we have not granted any stock options.
ITEM
6. SELECTED FINANCIAL
DATA.
Not
applicable.
ITEM
7. MANAGEMENT’S DISCUSSION
AND ANALYSIS OR PLAN OF OPERATIONS
The
following plan of operation provides information which management believes is
relevant to an assessment and understanding of our results of operations and
financial condition. The discussion should be read along with our financial
statements and notes thereto. This section includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words
like believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from our
predictions.
4
Overview
Plan
of Operation
Medical
Alarm Concepts has taken the proven PERS system and upgraded it with a new
state-of-the-art technology. We are introducing a 2-way voice speakerphone pendant
that connects to a monitored call center. No other PERS system on the
market today offers two-way voice communication directly through the pendant. In
an emergency, the current systems require the user to be NEAR the base station in
order to communicate with the monitoring center. This leaves the user confined
to a one-room radius of the base station at all times. Our system enables the
user to communicate directly through their wearable pendant, leaving them free
to move anywhere in and around the home.
Our
primary focus is in the sale of our medical devices. We intend to link, install
and monitor the medical alarm systems to a pre-designated central station. Our
home communicator connects to a telephone line and our medical pendent, when
activated, sends an automated digital telephone signal to a monitoring facility.
Within seconds a highly trained monitoring professional follows a proscribed
response protocol to quickly assess the situation and provide an appropriate
response. This may include calling the police, fire, or ambulance to respond to
the situation, or calling family, friends, or neighbors.
In
addition, we also have a retail division that allows individuals who prefer not
to pay the monthly fee, to make a one-time purchase of the unit. The unit will
connect them to a designated personal contact or simply to 911.
Results
of Operations
For the
period from inception through June 30, 2009, we had no revenue. Expenses for the
period from inception to June 30, 2009 totaled $1,609,004 resulting in a Net
loss of $1,813,593.
Capital
Resources and Liquidity
As of
June 30, 2009, we had $50,751 in cash.
We
believe we can satisfy our cash requirements for the next twelve months with our
current cash. However, if we are unable to satisfy our cash requirements we may
be unable to proceed with our plan of operations. We do not anticipate the
purchase or sale of any significant equipment. We also do not expect any
significant additions to the number of employees. The foregoing represents our
best estimate of our cash needs based on current planning and business
conditions. In the event we are not successful in reaching our initial
revenue targets, additional funds may be required, and we may not be able to
proceed with our business plan for the development and marketing of our core
services. Should this occur, we will suspend or cease operations.
We
anticipate incurring operating losses in the foreseeable future. Therefore, our
auditors have raised substantial doubt about our ability to continue as a going
concern.
Recent
Accounting Pronouncements
In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Non-controlling
Interests in Consolidated Financial Statements – an amendment of ARB No.
51”. This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the non-controlling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained non-controlling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the non-controlling owners. SFAS No. 160
affects those entities that have an outstanding non-controlling interest in one
or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and non-derivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. We are currently evaluating the disclosure
implications of this statement.
5
In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS 162”). SFAS 162 identifies the sources
of accounting principles and the framework for selecting principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. This statement shall be effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s amendments to
AU section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles. The Company is currently evaluating
the impact of SFAS 162, but does not expect the adoption of this pronouncement
will have a material impact on its financial position, results of operations or
cash flows.
In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.
Critical
Accounting Policies and Estimates
Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenues and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use of estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.
Use of Estimates: In preparing financial
statements in conformity with generally accepted accounting principles,
management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from
those estimates.
Revenue
Recognition: Revenue is recognized when persuasive evidence of
an arrangement exists, delivery has occurred, the fee is fixed or determinable
and collectability is assured. We had no revenue for the twelve
months ended June 30, 2009 and 2007, respectively.
Stock-Based
Compensation:
The
Company accounts for its stock-based compensation under the provisions of SFAS
No.123(R) Accounting for Stock Based Compensation. Under SFAS No. 123(R), the
Company is permitted to record expenses for stock options and other employee
compensation plans based on their fair value at the date of grant. Any such
compensation cost is charged to expense on a straight-line basis over the
periods the options vest. If the options had cashless exercise provisions, the
Company utilizes variable accounting.
Common
stock, stock options and common stock warrants issued to other than employees or
directors are recorded on the basis of their fair value, as required by SFAS No.
123(R), which is measured as of the date required by EITF Issue 96-18, Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services. In accordance with EITF 96-18, the stock
options or common stock warrants are valued using the Black-Scholes model on the
basis of the market price of the underlying common stock on the valuation date,
which for options and warrants related to contracts that have substantial
disincentives to nonperformance is the date of the contract, and for all
other contracts is the vesting date. Expense related to the options and warrants
is recognized on a straight-line basis over the shorter of the period over which
services are to be received or the vesting period. Where expense must be
recognized prior to a valuation date, the expense is computed under the
Black-Scholes model on the basis of the market price of the underlying common
stock at the end of the period, and any subsequent changes in the market price
of the underlying common stock up through the valuation date is reflected in the
expense recorded in the subsequent period in which that change
occurs.
In
December 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.
148, Accounting for
Stock-Based Compensation-Transition and Disclosure. SFAS No. 148 also
amends the disclosure requirements of SFAS No. 123(R), requiring prominent
disclosure in annual and interim financial statements regarding a company's
method for accounting for stock-based employee compensation and the effect of
the method on reported results.
6
Off-Balance Sheet
Arrangements
We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.
We are
subject to certain market risks, including changes in interest rates and
currency exchange rates. We have not undertaken any specific actions to
limit those exposures.
7
ITEM
8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders of
Medical
Alarm Concepts Holdings, Inc.
(A
development stage company)
Plymouth
Meeting, Pennsylvania
We have
audited the accompanying consolidated balance sheets of Medical Alarm Concepts
Holdings, Inc. (a development stage company) (the “Company”) as of June 30, 2009
and 2008 and the related consolidated statement of operations, stockholders’
equity (deficit) and cash flows for the fiscal year ended June 30, 2009, for the
period from June 4, 2008 (inception) through June 30, 2008 and for the period
from June 4, 2008 (inception) through June 30, 2009. 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 audit.
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 audit 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 audit 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 includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated 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 provides a reasonable basis
for our opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of June 30,
2009 and 2008 and the results of its operations and its cash flows for the
fiscal year ended June 30, 2009, for the period from June 4, 2008 (inception)
through June 30, 2008 and for the period from June 4, 2008 (inception) through
June 30, 2009 in conformity with accounting principles generally accepted in the
United States of America.
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 3
to the consolidated financial statements, the Company had a deficit accumulated
during the development stage and had significant losses for the period from June
4, 2008 (inception) through June 30, 2009 with no revenues since inception.
These factors raise substantial doubt about the Company’s ability to continue as
a going concern. Management’s plans in regards to these matters are also
described in Note 3. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Skillman,
New Jersey
October
12, 2009
F-1
MEDICAL
ALARM CONCEPTS HOLDINGS, INC.
(a
development stage company)
BALANCE
SHEETS
|
June
30,
|
June
30,
|
|||||||
|
2009
|
2008
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
|
$ | 50,751 | $ | 734,157 | ||||
|
Cash
– restricted
|
60,000 | - | ||||||
|
Subscriptions
receivable
|
90,000 | - | ||||||
|
Prepaid
expenses
|
59,644 | - | ||||||
|
Total
Current Assets
|
260,395 | 734,157 | ||||||
|
PROPERTY
AND EQUIPMENT
|
||||||||
|
Furniture
and Fixtures, net
|
17,143 | - | ||||||
|
Office
Equipment, net
|
9,571 | - | ||||||
|
Property
and equipment, net
|
26,714 | - | ||||||
|
Security
Deposit
|
2,160 | 5,000 | ||||||
|
PATENT,
net of accumulated amortization of $416,665
|
2,083,335 | - | ||||||
|
TOTAL
ASSETS
|
$ | 2,372,604 | $ | 739,157 | ||||
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Accounts
payable
|
$ | 94,969 | $ | 5,211 | ||||
|
Customer
deposits
|
27,515 | - | ||||||
|
Accrued
expenses
|
12,500 | 7,500 | ||||||
|
TOTAL
CURRENT LIABILITIES
|
134,984 | 12,711 | ||||||
|
PATENT
PAYABLE
|
2,500,000 | - | ||||||
|
Convertible
Notes Payable - Face Amount
|
729,300 | - | ||||||
|
Less
Original Issue and Note Payable Discount
|
(440,722 | ) | - | |||||
|
TOTAL
LIABILITIES
|
2,923,562 | 12,711 | ||||||
|
STOCKHOLDER’S
EQUITY (DEFICIT)
|
||||||||
|
Series
A convertible preferred stock – at $0.0001 per value, 50,000,000 shares
authorized;
30,000,000
and 0shares issued outstanding, respectively
|
3,000 | - | ||||||
|
Common
stock – at $0.0001 per value 800,000,000 shares authorized;
45,259,400
and 45,185,800 issued and outstanding, respectively
|
4,526 | 4,519 | ||||||
|
Additional
paid-in-capital
|
1,255,109 | 777,431 | ||||||
|
Deficit
accumulated during the development stage
|
(1,813,593 | ) | (55,504 | ) | ||||
|
Total
Stockholders’ Equity (Deficit)
|
(550,958 | ) | 726,446 | |||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
$ | 2,372,604 | $ | 739,157 | ||||
See
accompanying notes to the financial statements
F-2
MEDICAL
ALARM CONCEPTS HOLDINGS, INC.
(a
development stage company)
STATEMENTS
OF OPERATIONS
|
The
Period from
|
The
Period from
|
|||||||||||
|
Twelve
|
June
4, 2008
|
June
4, 2008
|
||||||||||
|
Months
|
(Inception)
|
(Inception)
|
||||||||||
|
Ended
|
Through
|
Through
|
||||||||||
|
June
30,
|
June
30,
|
June
30,
|
||||||||||
|
2009
|
2008
|
2009
|
||||||||||
|
Revenue
|
$ | - | $ | - | $ | - | ||||||
|
Operating
expenses
|
||||||||||||
|
Advertising
|
137,294 | - | 137,294 | |||||||||
|
Amortization
|
416,665 | - | 416,665 | |||||||||
|
Travel
and entertainment
|
175,230 | - | 175,230 | |||||||||
|
Research
and development
|
130,318 | - | 130,318 | |||||||||
|
Professional
fees
|
161,872 | 19,094 | 180,966 | |||||||||
|
Compensation
|
213,836 | 13,206 | 227,042 | |||||||||
|
General
and administration
|
318,285 | 23,204 | 341,489 | |||||||||
|
Total
Operating Expenses
|
1,553,500 | 55,504 | 1,609,004 | |||||||||
|
Loss
From Operations
|
(1,553,500 | ) | (55,504 | ) | (1,609,004 | ) | ||||||
|
Other
income (expenses)
|
||||||||||||
|
Interest
Income
|
4,274 | - | 4,274 | |||||||||
|
Interest
Expense
|
(208,863 | ) | - | (208,863 | ) | |||||||
|
Total
Other Income (Expenses)
|
(204,589 | ) | - | (204,589 | ) | |||||||
|
Loss
before income taxes
|
(1,758,089 | ) | (55,504 | ) | (1,813,593 | ) | ||||||
|
Income
tax provision
|
- | - | - | |||||||||
|
Net
loss
|
$ | (1,758,089 | ) | $ | (55,504 | ) | $ | (1,813,593 | ) | |||
|
Net
loss per common share – basic and diluted
|
$ | (0.04 | ) | $ | (0.00 | ) | $ | (0.04 | ) | |||
|
Weighted
average number of common shares basic and diluted
|
45,253,398 | 38,554,963 | 44,794,995 | |||||||||
See
accompanying notes to the financial statements
F-3
MEDICAL
ALARM CONCEPTS HOLDINGS, INC.
(a
development stage company)
STATEMENT
OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE
PERIOD FROM JUNE 4, 2008 (INCEPTION) THROUGH JUNE 30, 2009
|
Deficit
|
||||||||||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||||||||||
|
Additional
|
During
the
|
Total
|
||||||||||||||||||||||||||||||
|
Membership
|
Preferred
|
Common
|
Paid-In
|
Development
|
Stockholders'
|
|||||||||||||||||||||||||||
|
Units
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Stage
|
Equity
(Deficit)
|
|||||||||||||||||||||||||
|
June
4, 2008 (inception)
|
30 | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||||
|
Common
Stock issued in exchange for membership Units June 24,
2008
|
(30 | ) | 30,000,000 | 3,000 | (3,000 | ) | - | |||||||||||||||||||||||||
|
Shares
issued at $0.05 on June 4, 2008 (net of costs of $13,500)
|
15,000,000 | 1,500 | 735,000 | 736,500 | ||||||||||||||||||||||||||||
|
Shares
issued at $0.25 on June 12, 2008
|
156,800 | 16 | 39,184 | 39,200 | ||||||||||||||||||||||||||||
|
Common
stock issued for services
|
25,000 | 3 | 6,247 | 6,250 | ||||||||||||||||||||||||||||
|
Net
Loss
|
(55,504 | ) | (55,504 | ) | ||||||||||||||||||||||||||||
|
Balance
June 30, 2008
|
- | - | - | 45,181,800 | 4,519 | 777,431 | (55,504 | ) | 726,446 | |||||||||||||||||||||||
|
Shares
issued at $0.25 from July 1, to Nov. 12, 2008
|
77,600 | 7 | 19,393 | 19,400 | ||||||||||||||||||||||||||||
|
Preferred
stock issued for services
|
30,000,000 | 3,000 | 3,000 | |||||||||||||||||||||||||||||
|
Value
of Warrants Issued with notes on March 30, 2009
|
302,940 | 302,940 | ||||||||||||||||||||||||||||||
|
Value
of Warrants Issued with notes on June 15, 2009
|
155,345 | 155,345 | ||||||||||||||||||||||||||||||
|
Net
Loss
|
(1,758,089 | ) | (1,758,089 | ) | ||||||||||||||||||||||||||||
|
Balance
June 30, 2009
|
- | 30,000,000 | $ | 3,000 | 45,259,400 | $ | 4,526 | $ | 1,255,109 | $ | (1,813,593 | ) | $ | (550,958 | ) | |||||||||||||||||
See
Accounting Notes to the Financial Statement.
F-4
MEDICAL
ALARM CONCEPTS HOLDINGS, INC.
(a
development stage company)
STATEMENTS
OF CASH FLOWS
|
The
Period from
|
The
Period from
|
|||||||||||
|
Twelve
|
June
4, 2008
|
June
4, 2008
|
||||||||||
|
Months
|
(Inception)
|
(Inception)
|
||||||||||
|
Ended
|
Through
|
Through
|
||||||||||
|
June
30,
|
June
30,
|
June
30,
|
||||||||||
|
2009
|
2008
|
2009
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net
loss
|
$ | (1,758,089 | ) | $ | (55,504 | ) | $ | (1,813,593 | ) | |||
|
Adjustments
to reconcile net loss to net cash used in operating
activities
|
||||||||||||
|
Preferred
stock issued for services
|
3,000 | - | 3,000 | |||||||||
|
Common
stock issued for services
|
- | 6,250 | 6,250 | |||||||||
|
Depreciation
|
5,250 | - | 5,250 | |||||||||
|
Amortization
of patent
|
416,665 | - | 416,665 | |||||||||
|
Amortization
of original issue and notes payable discounts
|
83,863 | - | 83,863 | |||||||||
|
Changes
in operating assets and liabilities
|
||||||||||||
|
Increase
in prepaid assets
|
(59,644 | ) | - | (59,644 | ) | |||||||
|
Increase
(decrease) in security deposit
|
2,840 | (5,000 | ) | (2,160 | ) | |||||||
|
Increase
in accounts payable
|
89,758 | 5,211 | 94,969 | |||||||||
|
Increase
in customer deposits
|
27,515 | - | 27,515 | |||||||||
|
Increase
in accrued expenses
|
5,000 | 7,500 | 12,500 | |||||||||
|
Net
cash used in operating activities
|
(1,183,842 | ) | (41,543 | ) | (1,225,385 | ) | ||||||
|
Cash
flows from investing activities
|
||||||||||||
|
Furniture
& Fixtures
|
(20,000 | ) | - | (20,000 | ) | |||||||
|
Office
Equipment
|
(11,964 | ) | - | (11,964 | ) | |||||||
|
Net
cash used in operating activities
|
(31,964 | ) | (31,964 | ) | ||||||||
|
Cash
flows from financial activities
|
||||||||||||
|
Restricted
cash
|
(60,000 | ) | - | (60,000 | ) | |||||||
|
Proceeds
from convertible notes payable
|
573,000 | - | 573,000 | |||||||||
|
Sale
of common stock, net of costs
|
19,400 | 775,700 | 795,100 | |||||||||
|
Net
cash provided from financial activities
|
532,400 | 775,700 | 1,308,100 | |||||||||
|
NET
CHANGES IN CASH
|
(683,406 | ) | 734,157 | 50,751 | ||||||||
|
CASH
AT BEGINNING OF PERIOD
|
734,157 | - | - | |||||||||
|
CASH
AT END OF PERIOD
|
$ | 50,751 | $ | 734,157 | $ | 50,751 | ||||||
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
||||||||||||
|
INTEREST
PAID
|
$ | - | $ | - | $ | - | ||||||
|
INCOME
TAX PAID
|
$ | - | $ | - | $ | - | ||||||
|
NON
CASH FINANCING AND INVESTING ACTIVITIES
|
||||||||||||
|
PATENT
PURCHASED WITH DEBT
|
$ | 2,500,000 | $ | - | $ | 2,500,000 | ||||||
|
CONVERTIBLE
NOTES PURCHASED BY SUBSCRIPTION RECEIVABLE
|
$ | 90,000 | $ | - | $ | 90,000 | ||||||
See
accompanying notes to the financial statements
F-5
MEDICAL
ALARM CONCEPTS HOLDINGS, INC.
(A
DEVELOPMENT STAGE COMPANY)
June 30,
2009 and 2008
Notes to
the Consolidated Financial Statements
NOTE
1 - ORGANIZATION AND OPERATIONS
On June
4, 2008 Medical Alarm Concepts Holdings, Inc. ("Medical Holdings" or the
“Company”) was incorporated under the laws of the State of Nevada. The Company
was formed for the sole purpose of acquiring all of the membership units of
Medical Alarm Concepts LLC.
On June
24, 2008, the Company merged with Medical Alarm Concepts LLC ("Medical LLC") a
Pennsylvania Limited Liability Company. The members of Medical Alarm
Concepts LLC received 30,000,000 shares of the Company's common stock or 100% of
the outstanding shares in the merger. As of the date of the merger
Medical LLC was inactive.
Medical Alarm Concepts Holdings, Inc. (“Medical Holdings” or the
“Company”), a development stage company, was incorporated on June 4, 2008 under
the laws of the State of Nevada. Initial operations have included organization
and incorporation, target market identification, marketing plans, and capital
formation. A substantial portion of the Company’s activities has involved
developing a business plan and establishing contacts and visibility in the
marketplace. The Company has not generated any revenues since inception.
The Company plans to utilize new technology in the medical alarm industry to
provide 24-hour personal response monitoring services and related products to
subscribers with medical or age-related conditions.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of presentation
The
Company’s consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
(“U.S. GAAP”).
Development
stage company
The
Company is a development stage company as defined by Statement of Financial
Accounting Standards No. 7 “Accounting and Reporting by
Development Stage Enterprises” (“SFAS No. 7”). The
Company is still devoting substantially all of its efforts on establishing the
business and its planned principal operations have not commenced. All losses
accumulated since inception have been considered as part of the Company's
development stage activities.
Use
of estimates
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
F-6
Due to the limited level of operations,
the Company has not had to make material assumptions or estimates other than the
assumption that the Company is a going concern.
Cash
equivalents
The Company considers all highly liquid
investments with a maturity of three months or less when purchased to be cash
equivalents.
Property
and equipment
Furniture
and fixtures and office equipment are recorded at cost. Expenditures for major
additions and betterments are capitalized. Maintenance and repairs
are charged to operations as incurred. Depreciation of furniture and fixtures
and office equipment is computed by the straight-line method (after taking into
account their respective estimated residual values) over their estimated useful
life of seven (7) and five (5) years, respectively. Upon sale or
retirement of office equipment, the related cost and accumulated depreciation
are removed from the accounts and any gain or loss is reflected in statements of
operations.
Patent
The
Company has adopted the guidelines as set out in Statement of Financial
Accounting Standards No. 142 “Goodwill and Other Intangible
Assets” (“SFAS No. 142”) for patent costs. Under the
requirements as set out in SFAS No. 142, the Company capitalizes and amortizes
patent costs associated with the licensed product the Company intends to
sell pursuant to the Purchase Agreement and the Patent Assignment Agreements,
entered into on July 10, 2008 effective July 30, 2008, over their estimated
useful life of four years. The costs of defending and maintaining patents are
expensed as incurred. Upon becoming fully amortized, the related cost
and accumulated amortization are removed from the accounts.
Impairment
of long-lived assets
The
Company follows Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment or
Disposal of Long-Lived Assets” (“SFAS No. 144”) for its long-lived
assets. The Company’s reviews it long-lived assets, which include
furniture and fixtures, office equipment, and patent, for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.
The
Company assesses the recoverability of its long-lived assets by comparing the
projected undiscounted net cash flows associated with the related long-lived
asset or group of long-lived assets over their remaining estimated useful lives
against their respective carrying amounts. Impairment, if any, is based on the
excess of the carrying amount over the fair value of those
assets. Fair value is generally determined using the asset’s expected
future discounted cash flows or market value, if readily
determinable. If long-lived assets are determined to be recoverable,
but the newly determined remaining estimated useful lives are shorter than
originally estimated, the net book values of the long-lived assets are
depreciated or amortized over the newly determined remaining estimated useful
lives. The Company determined that there were no impairments of
long-lived assets as of June 30, 2009 or 2008.
F-7
Fair
value of financial instruments
The
Company applies Statement of Financial Accounting Standards No. 107 “Disclosures about fair value of
Financial Instruments” (“SFAS No. 107”) for disclosures about fair value
of its financial instruments and has adopted Financial Accounting Standards
Board (“FASB”) No. 157 “Fair
Value Measurements” (“SFAS No. 157”) to measure the fair value of its
financial instruments. SFAS No. 157 establishes a framework for
measuring fair value in generally accepted accounting principles (GAAP), and
expands disclosures about fair value measurements. To increase consistency and
comparability in fair value measurements and related disclosures, SFAS No. 157
establishes a fair value hierarchy which prioritizes the inputs to valuation
techniques used to measure fair value into three (3) broad
levels. The fair value hierarchy gives the highest priority to quoted
prices (unadjusted) in active markets for identical assets or liabilities and
the lowest priority to unobservable inputs. The three (3) levels of
fair value hierarchy defined by SFAS No. 157 are described below:
|
Level
1
|
Quoted
market prices available in active markets for identical assets or
liabilities as of the reporting date.
|
|
|
Level
2
|
Pricing
inputs other than quoted prices in active markets included in Level 1,
which are either directly or indirectly observable as of the reporting
date.
|
|
|
Level
3
|
Pricing
inputs that are generally observable inputs and not corroborated by market
data.
|
As
defined by SFAS No. 107, the fair value of a financial instrument is the amount
at which the instrument could be exchanged in a current transaction between
willing parties, other than in a forced or liquidation sale, which was further
clarified as the price that would be received to sell an asset or paid to
transfer a liability (“an exit price”) in an orderly transaction between market
participants at the measurement date. The carrying amounts of the
Company’s financial assets and liabilities, such as cash, cash –
restricted, subscription receivable, prepaid expenses, accounts payable,
customer deposits, accrued expenses and patent payable, approximate their
fair values because of the short maturity of these instruments. The
Company’s convertible notes payable approximates the fair value of such
instrument based upon management’s best estimate of interest rates that would be
available to the Company for similar financial arrangement at June 30,
2009.
The
Company does not have any assets or liabilities measured at fair value on a
recurring or a non-recurring basis, consequently, the Company did not have any
fair value adjustments for assets and liabilities measured at fair value at June
30, 2009 or 2008, nor gains or losses are reported in the statement of
operations that are attributable to the change in unrealized gains or losses
relating to those assets and liabilities still held at the reporting date for
the fiscal year ended June 30, 2009 or 2008 or for the period from June 4, 2008
(inception) through June 30, 2009.
Revenue
recognition
The Company’s future revenues will be
derived principally from utilizing new technology in the medical alarm industry
to provide 24-hour personal response monitoring services and related products to
subscribers with medical or age-related conditions. The Company follows the
guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin
101 “Revenue
Recognition” (“SAB No. 101”), as amended by (“SAB No. 104”) for revenue
recognition. The Company will recognize revenue when it is realized or
realizable and earned less estimated future doubtful accounts. The Company
considers revenue realized or realizable and earned when it has persuasive
evidence of an arrangement that the services have been rendered to the customer,
the sales price is fixed or determinable, and collectability is reasonably
assured.
F-8
Discount
on debt
The
Company has allocated the proceeds received from convertible debt instruments
between the underlying debt instruments and has recorded the beneficial
conversion feature as equity in accordance with Statement of Financial
Accounting Standards No. 133 “Accounting for Derivative
Instruments and Hedging Activities” (“SFAS No. 133”) and related
interpretations. The conversion feature and certain other features were not
considered embedded derivative instruments at June 30, 2009. The Company has
also recorded the resulting discount on debt related to the warrants and is
amortizing the discount using the effective interest rate method over the life
of the debt instruments.
Financial
instruments
The
Company evaluates its convertible debt, options, warrants or other contracts to
determine if those contracts or embedded components of those contracts qualify
as derivatives to be separately accounted for under SFAS No. 133 and related
interpretations including Emerging Issues Task Force (“EITF”) Issue No. 00-19
“Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock” (“EITF Issue No. 00-19”). The result of this accounting treatment
is that the fair value of the embedded derivative is marked-to-market each
balance sheet date and recorded as a liability. In the event that the fair value
is recorded as a liability, the change in fair value is recorded in the
Statement of Operations as other income or expense. Upon conversion or exercise
of a derivative instrument, the instrument is marked to fair value at the
conversion date and then that fair value is reclassified to equity.
In
circumstances where the embedded conversion option in a convertible instrument
is required to be bifurcated and there are also other embedded derivative
instruments in the convertible instrument that are required to be bifurcated,
the bifurcated derivative instruments are accounted for as a single, compound
derivative instrument.
The
classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is re-assessed at the end of
each reporting period. Equity instruments that are initially classified as
equity that become subject to reclassification under SFAS No. 133 are
reclassified to liability at the fair value of the instrument on the
reclassification date. Derivative instrument liabilities will be classified in
the balance sheet as current or non-current based on whether or not net-cash
settlement of the derivative instrument is expected within 12 months of the
balance sheet date.
Stock-based
compensation and equity instruments issued to other than employees for acquiring
goods or services
The
Company accounted for its stock based compensation under the recognition and
measurement principles of the fair value recognition provisions of Statement of
Financial Accounting Standards No. 123 (revised 2004) “Share-Based Payment” (“SFAS
No. 123R”) using the modified prospective method for transactions in which the
Company obtains employee services in share-based payment transactions and the
Financial Accounting Standards Board Emerging Issues Task Force Issue
No. 96-18 “Accounting For Equity Instruments
That Are Issued To Other Than Employees For Acquiring, Or In Conjunction With
Selling Goods Or Services” (“EITF 96-18”) for share-based payment
transactions with parties other than employees provided in SFAS No.
123R. All transactions in which goods or services are the
consideration received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair value of the
equity instrument issued, whichever is more reliably measurable. The
measurement date used to determine the fair value of the equity instrument
issued is the earlier of the date on which the third-party performance is
complete or the date on which it is probable that performance will occur. The
fair value of each option grant estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions:
F-9
|
June
30,
|
June
30,
|
|||||||
|
2009
|
2008
|
|||||||
|
Risk-free
interest rate
|
1.97% - 2.75 | % | - | |||||
|
Dividend
yield
|
0.00 | % | - | |||||
|
Expected
volatility
|
78% - 220 | % | - | |||||
|
Expected
option life
|
5 years
|
- | ||||||
Income
taxes
The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 “Accounting
for Income Taxes” (“SFAS No. 109”). Deferred income tax assets
and liabilities are determined based upon differences between the financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse. Deferred tax assets are reduced by a valuation
allowance to the extent management concludes it is more likely than not that the
assets will not be realized. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in the statements of operations in the period that includes
the enactment date.
The
Company adopted the provisions of Financial Accounting Standards Board (“FASB”)
Interpretation No. 48 “Accounting for Uncertainty in Income
Taxes – an interpretation of FASB Statement
No. 109” (“FIN 48”). FIN 48 addresses the determination of
whether tax benefits claimed or expected to be claimed on a tax return should be
recorded in the financial statements. Under FIN 48, the Company may
recognize the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the
position. The tax benefits recognized in the financial statements
from such a position should be measured based on the largest benefit that has a
greater than fifty percent (50%) likelihood of being realized upon ultimate
settlement. FIN 48 also provides guidance on de-recognition,
classification, interest and penalties on income taxes, accounting in interim
periods and requires increased disclosures. The Company had no
material adjustments to its liabilities for unrecognized income tax benefits
according to the provisions of FIN 48.
Net
loss per common share
Net loss
per common share is computed pursuant to Statement of Financial Accounting
Standards No. 128 “Earnings
Per Share” (“SFAS No. 128”). Basic loss per share is computed
by taking net loss divided by the weighted average number of common shares
outstanding for the period. Diluted loss per share is computed by
dividing net loss by the weighted average number of shares of common stock and
potentially outstanding shares of common stock during each period to reflect the
potential dilution that could occur from common shares issuable through stock
options, warrants, and convertible debt, which excludes 3,646,500 shares of
common stock issuable under warrants and 1,823,250 shares of common stock
issuable under the conversion feature of the convertible notes payable for the
fiscal year ended June 30, 2009, and no share equivalents were
outstanding for the period from June 4, 2008 (inception) through June 30, 2008,
respectively. These potential shares of common stock were not included as they
were anti-dilutive.
F-10
Recently
Issued Accounting Pronouncements
In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC
Release No. 2009-213 on October 2, 2009. Under the provisions of
Section 404 of the Sarbanes-Oxley Act, public companies and their independent
auditors are each required to report to the public on the effectiveness of a
company’s internal controls. The smallest public companies with a
public float below $75 million have been given extra time to design, implement
and document these internal controls before their auditors are required to
attest to the effectiveness of these controls. This extension of time
will expire beginning with the annual reports of companies with fiscal years
ending on or after June 15, 2010. Commencing with its annual report
for the year ending June 30, 2010, the Company will be required to include a
report of management on its internal control over financial reporting. The
internal control report must include a statement
of
management’s responsibility for establishing and maintaining adequate internal
control over its financial reporting;
of
management’s assessment of the effectiveness of its internal control over
financial reporting as of year end; and
of the
framework used by management to evaluate the effectiveness of the Company’s
internal control over financial reporting.
Furthermore,
it is required to file the auditor’s attestation report separately on the
Company’s internal control over financial reporting on whether it believes that
the Company has maintained, in all material respects, effective internal control
over financial reporting.
In May
2009, FASB issued FASB Statement No. 165 “Subsequent events” (“SFAS No. 165”) to
be effective for the interim or annual financial periods ending after June15,
2009. The objective of this Statement is to establish general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. In particular, this Statement sets forth: 1. The period
after the balance sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for potential recognition
or disclosure in the financial statements. 2. The circumstances under
which an entity should recognize events or transactions occurring after the
balance sheet date in its financial statements. 3. The disclosures that an
entity should make about events or transactions that occurred after the balance
sheet date. The effect of adoption of SFAS No. 165 on the Company’s
financial position and results of operations did not have a material
effect.
In
June 2009, the FASB approved the “FASB Accounting Standards Codification”
(the “Codification”) as the single source of authoritative nongovernmental U.S.
GAAP to be launched on July 1, 2009. The Codification does not
change current U.S. GAAP, but is intended to simplify user access to all
authoritative U.S. GAAP by providing all the authoritative literature related to
a particular topic in one place. All existing accounting standard
documents will be superseded and all other accounting literature not included in
the Codification will be considered non-authoritative. The Codification is
effective for interim and annual periods ending after September 15,
2009. The Company does not expect the adoption to have a material
impact on its consolidated financial position, results of operations or cash
flows.
F-11
Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.
NOTE
3 – GOING CONCERN
As
reflected in the accompanying financial statements, the Company had a deficit
accumulated during the development stage of $1,813,593 at June 30, 2009, and had
a net loss of $1,758,089 for the fiscal year ended June 30, 2009.
The
Company had a deficit accumulated during the development stage and had a net
loss from inception with no revenues since inception. These factors raise
substantial doubt about the Company’s ability to continue as a going
concern. Management believes that the actions presently being taken
to further implement its business plan and generate revenues provide the
opportunity for the Company to continue as a going concern. While the Company
believes in the viability of its strategy to increase revenues and in its
ability to raise additional funds, there can be no assurances to that effect.
The ability of the Company to continue as a going concern is dependent upon the
Company’s ability to further implement its business plan and generate revenues.
The financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.
NOTE
4 – PROPERTY AND EQUIPMENT
Property
and equipment, stated at cost, less accumulated depreciation at June 30, 2009
and 2008 consisted of the following:
|
Estimated
Useful Life
(Years)
|
June 30, 2009
|
June 30, 2008
|
||||||||||
|
Furniture
and fixtures
|
7
|
$ | 20,000 | $ | - | |||||||
|
Office
equipment
|
5
|
11,964 | - | |||||||||
| 31,964 | - | |||||||||||
|
Less
accumulated depreciation
|
(5,250 | ) | (- | ) | ||||||||
| $ | 26,714 | $ | - | |||||||||
Depreciation
expense for the fiscal year ended June 30, 2009 and 2008 was $5,250 and $0,
respectively.
NOTE
5 – PATENT
On July
10, 2008, the Company entered into a Purchase Agreement and Patent Assignment
Agreement (“Agreement”) to be effective July 31, 2008. The Company is obligated
to pay the seller $2,500,000 on June 30, 2012. The Agreement specifies interest
of 6% to be payable monthly, commencing on July 31, 2008. The seller will
reacquire all patents and applications if payment is not made on June 30, 2012.
The patent is being amortized over its estimated useful life of four years.
Amortization expense for the fiscal year ended June 30, 2009 and 2008 was
$416,665 and $0, respectively.
F-12
NOTE
6 – CONVERTIBLE NOTES PAYABLE
On March
30, 2009, the Company sold convertible promissory notes in the aggregate
principal amount of $467,500. The aggregate gross proceeds of the
sales were $425,000. The notes do not bear interest, but instead were
issued at an aggregate discount of $42,500. The notes are due and
payable on April 30, 2010. The notes can convert into shares of the
Company’s common stock, par value $0.001, at $0.40 per share.
On June
15, 2009, the Company sold convertible promissory notes in the aggregate
principal amount of $261,800. The aggregate gross proceeds of the
sales were $238,000. The notes do not bear interest, but instead were
issued at an aggregate discount of $23,800. The notes are payable
July 15, 2010. The notes can convert into shares of the Company’s
common stock, par value $0.001, at $0.40 per share.
As of
June 30, 2009, there was an aggregate of $729,300 in principal amount (face
value at maturity) of term promissory notes outstanding.
NOTE
7 – STOCKHOLDERS’ EQUITY (DEFICIT)
Series
A Convertible Preferred Stock
The
Company issued Series A Convertible Preferred Stock totaling $3,000 on July 18,
2008 (the “Series A”) for services performed. The holders of Series A were
issued 30,000,000 shares of preferred stock, having a stated value of $0.0001
per share.
The
Series A has no voting rights, bears no dividends and is convertible at the
option of the holder after the date of issuance at a rate of 1 share of common
stock for every preferred share issued however, the preferred shares cannot be
converted if conversion would cause the holder to own more than 5% of the issued
and outstanding common stock.
Sale of common stock
On June
24, 2008 the Company issued 30,000,000 of its common stock at their par value of
$0.0001 in exchange for all outstanding membership units of Medical Alarm
Concepts, LLC held by the Company’s members.
For the
period from June 6, 2008 through June 15, 2008, the Company sold 15,000,000
shares of its common stock at $0.05 per share for $750,000 to six
(6) individuals.
On June
9, 2008, the Company issued 25,000 shares of its common stock at its fair market
value of $0.25 per share or $6,250 to its attorneys, for services
rendered.
For the
period from June 23, 2008 through June 30, 2008, the Company sold 156,800 shares
of its common stock at $0.25 per share for $39,200 to twenty-five (25)
individuals.
For the
period from July 1, 2008 through July 11, 2008, the Company sold 73,600 shares
of its common stock at $0.25 per share for $18,400 to 17
individuals.
F-13
On
November 12, 2008, the Company issued 4,000 shares of its common stock at its
fair market value of $0.25 per share or $1,000 to two individuals.
Warrants
On March
30, 2009, together with the sale of convertible promissory notes discussed in
Note 6, the Company issued warrants to purchase 2,337,500 shares of the
Company’s common stock. The warrants are exercisable over five (5) years at an
exercise price of $0.45 per share. The fair value of these warrants granted,
estimated on the date of grant, was $302,940, which has been recorded as a
discount to the convertible notes payable, using the Black-Scholes
option-pricing model.
On June
15, 2009, together with the sale of convertible promissory notes discussed in
Note 6, the Company issued warrants to purchase 1,309,000 shares of the
Company’s common stock. The warrants are exercisable over five years at an
exercise price of $0.45 per share. The fair value of these warrants granted,
estimated on the date of grant, was $155,345, which has been recorded as a
discount to the convertible notes payable, using the Black-Scholes
option-pricing model.
NOTE
8 – INCOME TAXES
The
Company was a limited liability company, until June 24, 2008 during which time
the Company was treated as a partnership for Federal income tax purposes. Under
subchapter K of the Internal Revenue Code, members of a limited liability
company are taxed separately on their distributive share of the partnership’s
income whether or not that income is actually distributed.
Since
June 25, 2008, the Company accounts for income taxes under FASB Statement
No. 109, Accounting for
Income Taxes. At June 30, 2009, the Company had net operating loss
(“NOL”) carry–forwards for Federal income tax purposes of $616,622 that may be
offset against future taxable income through 2029. No tax benefit has
been reported with respect to these net operating loss carry-forwards in the
accompanying financial statements because the Company believes that the
realization of the Company’s net deferred tax assets of approximately $616,622,
was not considered more likely than not and accordingly, the potential tax
benefits of the net loss carry-forwards are fully offset by a valuation
allowance of $616,622.
Deferred
tax assets consist primarily of the tax effect of NOL
carry-forwards. The Company has provided a full valuation allowance
on the deferred tax assets because of the uncertainty regarding its
realizability. The valuation allowance increased approximately
$616,622 and $0 for the fiscal year ended June 30, 2009 and 2008,
respectively.
Components
of deferred tax assets at June 30, 2009 and 2008 are as follows:
|
June 30, 2009
|
June 30, 2008
|
|||||||
|
Net
deferred tax assets – Non-current:
|
||||||||
|
Expected
income tax benefit from NOL carry-forwards
|
$ | 616,622 | - | |||||
|
Less
valuation allowance
|
(616,622 | ) | (- | ) | ||||
| 25 | ||||||||
|
Deferred
tax assets, net of valuation allowance
|
$ | - | $ | - | ||||
F-14
Income
taxes in the statements of operations
A
reconciliation of the federal statutory income tax rate and the effective income
tax rate as a percentage of income before income taxes is as
follows:
|
For the
Fiscal Year
Ended
June 30, 2009
|
For the
Period from
June 4, 2008
(inception)
through
June 30, 2008
|
|||||||
|
Federal
statutory income tax rate
|
34.0 | % | 34.0 | % | ||||
|
Change
in valuation allowance on net operating loss
carry-forwards
|
(34.0 | )% | (34.0 | ) | ||||
|
Effective
income tax rate
|
0.0 | % | 0.0 | % | ||||
NOTE
9 – SUBSEQUENT EVENTS
The
Company has evaluated all events that occurred after the balance sheet date
through October 12, 2009, the date these financial statements were issued.
The Management of the Company determined that there were certain
reportable subsequent events to be disclosed as follows:
On
September 21, 2009, the Board of Directors and the majority shareholders,
resolved to amend the Articles of Incorporation for the Company. The
Restated Articles affected an increase in the number of the Company’s authorized
shares of common stock to 800,000,000 shares of common stock, $0.0001 par value
per share. The share numbers on the balance sheet have been adjusted
retroactively to reflect these changes.
F-15
ITEM
9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Our accountant is Li & Company, PC. We do not presently intend
to change accountants. At no time have there been any disagreements with such
accountants regarding any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or
procedure.
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CFO, as appropriate, to allow timely decisions regarding required
disclosure.
Management's
Annual Report on Internal Control Over Financial Reporting.
The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting for the
Company. Our internal control system was designed to, in general,
provide reasonable assurance to the Company’s management and board regarding the
preparation and fair presentation of published financial statements, but because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Our
management assessed the effectiveness of the Company’s internal control over
financial reporting as of June 30, 2009. The framework used by
management in making that assessment was the criteria set forth in the document
entitled “ Internal Control – Integrated Framework” issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on that assessment,
our CEO and CFO have determined and concluded that, as of June 30, 2009, the
Company’s internal control over financial reporting was effective.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.
Changes
in Internal Control over Financial Reporting
No change
in our system of internal control over financial reporting occurred during the
period covered by this report, fourth quarter of the fiscal year ended June 30,
2009 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
8
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Our sole
executive officer and director and their respective age as of October 13, 2009
is as follows:
|
NAME
|
AGE
|
POSITION
|
||
|
Howard
Teicher
|
40
|
Chief
Executive Officer, Chairman of the Board of Directors
|
||
|
Ronnie
Adams
|
60
|
President,
Chief Financial Officer, and Director
|
||
|
Paul
Green
|
39
|
Vice
President of Sales and Marketing
|
||
|
Jennifer
Loria
|
|
38
|
|
Vice
President of Corporate Development
|
Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.
Howard
Teicher
Mr.
Teicher serves as our Chief Executive Officer, Chairman of the Board of
Directors and the founder of Medical Alarm Concepts Holding, Inc. Mr. Teicher
has been in the alarm industry for over 10 years and in the direct sales and
marketing business for over 20 years. He owned and grew one of the largest home
health air purification businesses in the United States. He is the recipient of
top sales dealer of the year awards from such companies as Honeywell and General
Electric.
Ronnie
Adams
Ronnie
Adams serves as our President, Chief Financial Officer, and Director. He has
also served as President and Chief Financial Officer of a NASDAQ company that he
started from inception and grew to over $60 million. Mr. Adams was the recipient
of the prestigious Entrepreneur of the Year Award in 1996, sponsored by Dow
Jones, NASDAQ, and Ernst & Young.
Paul
Green
Paul
Green serves as our Vice President of Sales and Marketing. He has an
unparalleled track record in launching new companies and products. He was
cofounder of Blue Chip Marketing, which invented a brand new category in
Pharmaceutical retail sales. He currently manages over 40 rep groups across the
country.
Jennifer
Loria
Jennifer
Loria serves as our Vice President of Corporate Development. Ms. Loria has
a strong background in strategic marketing, brand development, and industry
trends. She has over 14 years experience developing and executing strategic
marketing plans and programs for both consumer products and service
deliverables. Prior to joining Medical Alarm Concepts, Ms. Loria served as
Senior Marketing Manager for Buck Consultants, an ACS Company, where
she successfully developed and launched a new Buck brand across multiple
channels and lines of business.
Term
of Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board
Current
Issues and Future Management Expectations
No board
audit committee has been formed as of the filing of this Annual
Report.
Compliance
With Section 16(A) Of The Exchange Act.
Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended June 30,
2009.
9
Code
of Ethics
The
Company has not adopted a Code of Ethics. This officers and directors expect to
adopt a code of ethics at the next annual meeting.
ITEM
11. EXECUTIVE COMPENSATION
The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officer during the years ended June
30, 2009 and 2008 in all capacities for the accounts of our executive, including
the Chief Executive Officer (CEO) and Chief Financial Officer
(CFO):
SUMMARY
COMPENSATION TABLE
|
Name and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Non-
Qualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Totals
($)
|
|||||||||||||||||||||||||
|
Howard
Teicher:,
|
2009
|
$ | 46,165 | 0 | 0 | 0 | 0 | 0 | 8,492.15 | (2) | $ | 54,657.15 | ||||||||||||||||||||||
|
CEO
and Chairman
|
2008
|
$ | 3,570 | 0 | $ | 0 | 0 | 0 | 0 | 0 | $ | 3,570 | ||||||||||||||||||||||
|
Ronnie
Adams
|
2009
|
$ | 49,938 | 0 | 0 | 0 | 0 | 0 | 1,603.38 | (1) | $ | 51,541.38 | ||||||||||||||||||||||
|
CFO
|
2008
|
$ | 0 | 0 | $ | 0 | 0 | 0 | 0 | 0 | $ | 0 | ||||||||||||||||||||||
|
(1)
|
Howard
Teicher’s other compensation consists of $7,128 for a car allowance and
$1,364.15 in automobile insurance.
|
|
(2)
|
Ronnie
Adams’ other compensation consists of $1,603.38 for a car
allowance.
|
Option Grants
Table. There were
no individual grants of stock options to purchase our common stock made to the
executive officer named in the Summary Compensation Table through June 30,
2009.
Aggregated
Option Exercises and Fiscal Year-End Option Value Table. There were no stock options
exercised during period ending June 30, 2009 by the executive officer named in
the Summary Compensation Table.
Long-Term Incentive Plan
(“LTIP”) Awards Table.
There were no awards made to a named executive officer in the last
completed fiscal year under any LTIP
Compensation of
Directors
Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.
Employment
Agreements
We do not
have any employment agreements in place with our sole officer and
director.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of October
13, 2009 and by the officers and directors, individually and as a group. Except
as otherwise indicated, all shares are owned directly.
|
Title of Class
|
Name and Address
of Beneficial Owner
|
Amount and Nature
of Beneficial Owner
|
Percent of
Class (1)
|
|||||||
|
Common
Stock
|
Howard
Teicher
29
Sycamore Avenue
Freehold,
New Jersey 07728
|
9,375,000 | 20.7 | % | ||||||
|
Common
Stock
|
Ronnie
Adams
2303
Regatta Circle
Norristown,
PA 19401
|
9,375,000 | 20.7 | % | ||||||
|
Common
Stock
|
Paul
Green
44
Peachtree Place
Atlanta,
GA 30309
|
3,900,000 | 8.6 | % | ||||||
|
Common
Stock
|
Jennifer
Loria
50
High Ridge Road
Pound
Ridge, NY 10576
|
2,000,000 | 4.4 | % | ||||||
|
Common
Stock
|
All
executive officers and directors as a group
|
24,650,000 | 54.5 | % | ||||||
10
Stock Option
Grants
We have
not granted any stock options to our executive officer since our
incorporation.
|
ITEM
13.
|
CERTAIN RELATIONSHIPS AND
RELATED TRANSACTION, AND DIRECTOR
INDEPENDENCE
|
On June
24, 2008, we issued 30,000,000 founder shares of common stock pursuant to the
exemption from registration set forth in section 4(2) of the Securities Act of
1933. The total purchase price of the Shares was
$0.0001.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES
Audit
Fees
For the
Company’s fiscal years ended June 30, 2009 and 2008, we were billed
approximately $5,000
and $ for
professional services rendered for the audit and review of our financial
statements.
Audit Related
Fees
There
were no fees for audit related services for the years ended June 30, 2009 and
2008.
Tax Fees
For the
Company’s fiscal years ended June 30, 2009 and 2008, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.
All Other
Fees
The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended June 30, 2009 and
2008.
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement be:
-approved
by our audit committee; or
-entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular service, the audit committee is
informed of each service, and such policies and procedures do not include
delegation of the audit committee's responsibilities to management.
We do not
have an audit committee. Our entire board of directors pre-approves
all services provided by our independent auditors.
The
pre-approval process has just been implemented in response to the new rules.
Therefore, our board of directors does not have records
of what percentage of the above fees were
pre-approved. However, all of the above services and fees were
reviewed and approved by the entire board of directors either before or after
the respective services were rendered.
11
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.
a)
Documents filed as part of this Annual Report
1.
Consolidated Financial Statements
2.
Financial Statement Schedules
3.
Exhibits
|
3.1*
|
Amendment
to the Articles of Incorporation Filed on September 24, 2009 with the
Nevada State of Secretary
|
|
31.1
|
Rule
13a-14(a)/ 15d-14(a) Certification of Chief Executive
Officer
|
|
31.2
|
Rule
13a-14(a)/ 15d-14(a) Certification of Chief Financial
Officer
|
|
32.1
|
Section
1350 Certification of Chief Executive Officer
|
| 32.2 |
Section
1350 Certification of Chief Financial
Officer
|
*Filed as
Exhibit 3.1 to the Form 8-K filed on September 30, 2009 and incorporated herein
by reference.
12
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated:
October 13, 2009
|
By
|
/s/ Howard
Teicher
|
|
Howard
Teicher,
|
|
|
CEO
and Chairman
|
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
|
Signature
|
Title
|
Date
|
||
|
/s/
Howard Teicher
|
CEO
and Chairman
|
October
13, 2009
|
||
|
Howard
Teicher
|
13