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EX-32.2 - CERTIFICATION - AMERICAN LASER HEALTHCARE Corpalh_ex32z2.htm

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-Q

(Mark One)


[X]  QUARTERLY REPORT UNDER SECTION 13 O R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended December 31, 2012


OR


[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 O R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ________ to ________


Commission file number 000-54541


AMERICAN LASER HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)


Delaware

45-4985655

(State or other jurisdiction of

(I. R.S. Employer

incorporation or organization)

Identification No.)


1 Technology Drive, Suite I-807

Irvine, California 92618

(Address of principal executive offices) (zip code)


949-873-8899

(Registrant's telephone number, including area code)


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 [   ]


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 [   ]

Accelerated Filer [   ]

Non-accelerated filer [   ]

Smaller reporting company [X]


(do not check if a smaller reporting company)



1





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).        Yes [X]      No [   ]


Indicate the number of shares outstanding of each of the issuer's classes of stock, as of the latest practicable date.

Class

Outstanding at December 31, 2012

Common Stock, par value $0.00002

90,635,000


Documents incorporated by reference:    None



2





Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

PART I - FINANCIAL INFORMATION

 

 

Item 1.

Financial Statements

 

 

 

Balance Sheets as of December 31, 2012 and September 30,2012

4

 

 

Statements of Operations for the Three Months Ended December 31, 2012 and 2011

 

 

 

and for the period from September 21, 2011 (Inception) to December 31, 2012

5

 

 

Statement of Changes in Stockholders Deficit for the period from September 21, 2011 (Inception)

 

 

 

to December 31, 2012

6

 

 

Statements of Cash Flows for the Three Months Ended December 31, 2012 and 2011

 

 

 

and for the period from September 21, 2011 (Inception) to December 31, 2012

7

 

 

Notes to Financial Statement  

8

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

12

 

Item 4.

Controls and Procedures  

12

 

 

PART I I - OTHER INFORMATION

 

 

Item 1.

Legal Proceedings  

13

 

Item 1A.

Risk Factors  

13

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

13

 

Item 3.

Defaults upon Senior Securities  

13

 

Item 4.

Remove and Reserve  

13

 

Item 5.

Other Information  

13

 

Item 6.

Subsequent Events  

13

 

Item 7.

Exhibits  

14

 

 

SIGNATURES  

15

 

 

 

 




3





PART I - FINANCIAL INFORMATION

 

 

 

 

Item 1.  Financial Statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

American Laser Healthcare Corporation

(A Development Company)

Balance Sheets

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

September 30,

 

2012

 

2012

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash

$

804

 

$

71,824

Inventories

 

31,880

 

 

               -

Furniture & equipment

 

3,272

 

 

               -

Prepaid expense

 

60,235

 

 

51,250

Intangible assets

 

14,766

 

 

15,000

TOTAL ASSETS

$

110,957

 

$

138,074

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

$

15,805

 

$

1,305

Accrued liabilities

 

25,091

 

 

1,839

Promissory note payable

 

111,000

 

 

126,000

Interest payable

 

4,812

 

 

3,238

Common shares issuable

 

              -

 

 

67,500

Total liabilities

$

156,708

 

$

199,882

Stockholders’ equity (deficit)

 

 

 

 

 

 89,500,000 shares issued and outstanding, (September 30, 2012)

 

 

 

 

 

 90,635,000 shares issued and outstanding, (December 31, 2012)

 

1,813

 

 

1,790

Additional paid-in capital

 

130,080

 

 

16,603

Accumulated (deficit)

 

(177,644)

 

 

(80,201)

Total stockholders’ (deficit)

 

(45,751)

 

 

(61,808)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

110,957

 

$

138,074

 

 

 

 

 

 

 

 

 

 

 

 


The accompanying notes are an integral part of the financial statements




4





American Laser Healthcare Corporation

(A Development Company)

Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From

 

 

 

 

 

 

 

Inception

 

 

 

(September 21,

Three Months

2011) to

 

Ended December 31,

 

December 31,

2012

 

2011

2012

 

 

 

 

 

 

Sales

$

 -

 

$

 -

 

$

 -

Cost of sales

 

 -

 

 

 -

 

 

 -

Gross Profit

 

 -

 

 

 -

 

 

 -

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

  General and administrative

 

88,368

 

 

1,343

 

 

157,546

  Research and development

 

22,718

 

 

-

 

 

28,886

Total operating expenses

 

111,086

 

 

1,343

 

 

186,432

 

 

 

 

 

 

 

 

 

Loss from operations

 

(111,086)

 

 

(1,343)

 

 

(186,432)

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

   Other income

 

15,000

 

 

-

 

 

15,000

   Interest expense

 

(1,357)

 

 

 -

 

 

 (4,812)

Total other income (expense)

 

13,643

 

 

 -

 

 

10,188

 

 

 

 

 

 

 

 

 

Income taxes

 

 -

 

 

 -

 

 

 1,600

 

 

 

 

 

 

 

 

 

Net  (loss)

$

(97,443)

 

$

(1,343)

 

$

(174,644)

 

 

 

 

 

 

 

 

 

Loss per common share-basic and diluted

$

(0.001)

 

$

(0.000)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common

 

 

 

 

 

 

 

 

  shares outstanding-basic and diluted

 

90,317,880

 

 

20,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the financial statements




5





American Laser Healthcare Corporation

(A Development Company)

Statement of Changes in Stockholders’ Equity/(Deficit)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common

Additional Paid-

Accumulated

Total

Shares

Stock

In Capital

Deficit

Balance at September 21, 2011 (Inception)

-

$

-

$

-

$

-

$

-

Shares issued for cash

100,000,000

 

2,000

 

-

 

-

 

2,000

Additional paid-in capital

-

 

-

 

943

 

-

 

943

Net loss

-

 

-

 

-

 

(1,343)

 

(1,343)

Balance at December 31, 2011

100,000,000

 

2,000

 

943

 

(1,343)

 

1,600

Stock redemption

(97,500,000

 

(1,950)

 

-

 

-

 

(1,950)

Shares issued for cash

5,000,000

 

100

 

900

 

-

 

1,000

Shares issued for director fees

7,000,000

 

140

 

1,260

 

 

 

1,400

Shares issued for asset purchase agreement

75,000,000

 

1,500

 

13,500

 

-

 

15,000

Subscription receivable

-

 

-

 

-

 

-

 

-

Net loss

-

 

-

 

-

 

(78,858)

 

(78,858)

Balance at September 30, 2012

89,500,000

$

1,790

$

16,603

$

(80,201)

$

(61,808)

Shares issued from common shares

 

 

 

 

 

 

 

 

 

   issuable October 25, 2012

675,000

 

14

 

67,486

 

-

 

67,500

Shares issued from promissory notes

 

 

 

 

 

 

 

 

 

   conversion October 25, 2012

260,000

 

5

 

25,995

 

-

 

26,000

Shares issued for cash November 2, 2012

200,000

 

4

 

19,996

 

-

 

20,000

Net loss

-

 

-

 

-

 

(97,443)

 

(97,443)

Balance at December 31, 2012

90,635,000

 

1,813

 

130,080

 

(177,644)

 

(45,751)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the financial statements

 

 

 

 

 

 

 

 

 

 




6





American Laser Healthcare Corporation

(A Development Company)

Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

From

 

 

 

 

 

 

Inception

 

 

 

 

(September 21,

 

Three Months

 

2011) to

 

Ended December 31,

 

December 31,

 

2012

2011

 

2012

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net loss

$

(97,443)

$

(1,343)

 

$

(177,644)

   Adjustments to reconcile net loss to net cash provided

 

 

 

 

 

 

 

   (used) by operating activities Common Stock

 

 

 

 

 

 

 

   Depreciation and amortization

 

426

 

 -

 

 

426

   Common Stock issued for directors’ fees        

 

 -

 

 -

 

 

 1,400

Change in operating assets and liabilities

 

 

 

 

 

 

 

Inventory

 

(31,880)

 

 -

 

 

(31,880)

Prepaid expenses

 

(8,985)

 

 -

 

 

(60,235)

Interest payable

 

1,574

 

 -

 

 

4,812

Accounts payable

 

14,500

 

 -

 

 

22,323

Accrued liabilities

 

23,252

 

400

 

 

18,573

Net cash used in operating activities

 

(98,556)

 

(943)

 

 

(223,625)

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

Purchase of fixed assets

 

(3,464)

 

 -

 

 

(3,464)

Net cash (used) in investing activities

 

(3,464)

 

 -

 

 

(3,464)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

Proceeds from issuance of promissory notes

 

 11,000

 

 -

 

 

 137,000

Proceeds from issuance of common stock and

 

 

 

 

 

 

 

    stockholders' additional paid-in capital

 

 87,500

 

 2,943

 

 

 89,493

Proceeds from common stock issuable

 

 (67,500)

 

 -

 

 

 -

Net cash provided by financing activities

 

31,000

 

2,943

 

 

226,493

Net increase in cash

 

(71,020)

 

 2,000

 

 

804

Cash at beginning of period

 

71,824

 

 -

 

 

 -

Cash at end of period

$

804

$

2,000

 

$

804

    Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

        Cash paid for:

 

 

 

 

 

 

 

           Interest

$

 -

$

 -

 

$

 -

           Taxes

$

 -

$

 -

 

$

 -

     Non-cash transactions:

 

 

 

 

 

 

 

        Acquisition of intangible assets with issuance

 

 

 

 

 

 

 

             of common stock

$

 -

$

 -

 

$

 15,000

        Common stock issued for directors' fees

$

 -

$

 -

 

$

 1,400

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the financial statements




7







American Laser Healthcare Corporation

(A Development Company)

Notes to Financial Statements

(Unaudited)




Note 1:  Basis of Presentation


The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended December 31, 2012 are not necessarily indicative of the results that may be expected for the full fiscal year. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012.


Nature of Operations

 

American Laser Healthcare Corporation, formerly known as Amberwood Acquisition Corporation, (“ALHC” or “the Company”) was incorporated on September 21, 2011 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company is a development-stage SEC reporting company that intends to improve health and wellness by providing access to innovative diagnostics and treatment for patients with pain and other common medical conditions. The Company plans to do this by creating and managing a profitable medical device product development business coupled with a healthcare service business that provides a protocol and pathway for the adoption and implementation of Low Level Light Therapy (LLLT).

 

The Company possesses the exclusive rights to the patented methodology, the MB Bioenergy Light Therapy System.  The patented device also has US FDA clearance through Amest Corporation who owns the FDA clearance with 510k registration K030275.  LLLT has associated insurance reimbursement codes to allow payment for treatment.

  

On August 1, 2012, the Company offered a Private Placement Offering Memorandum (PPM) of 10,000,000 shares of common stock at $0.10 per share for an aggregate of $1,000,000, and through December 31, 2012, has received $113,500 in stock subscriptions.

   

Basis of Presentation

 

The summary of significant accounting policies presented below is designed to assist in understanding the Company's financial statements. Such financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying financial statements.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and



8




liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

 


Concentration of Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. From time to time, the Company maintains cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit.

 

Income Taxes

 

Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.


Inventories


Inventories are stated at cost.  Cost is determined using the first-in, first-out method (FIFO). All inventories are medical devices and accessories for the units.


Revenue Recognition


The Company recognizes revenue when products are shipped and the customer takes ownership and assumes risk of loss.  The Company has not generated revenue for the three month ended December 31, 2012.


Note 2:  Going Concern


The Company has sustained a cumulative net loss and accumulated deficit of $177,644, since inception of the Company on September 21, 2011.  The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties.

 

These financial statements have been prepared on a going concern basis, which assumes the Company will continue  its operations. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company.

 

There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.


Note 3:  Recent Accounting Pronouncements


Recently issued accounting pronouncements


We do not expect the adoption of recently issued accounting pronouncement to have a significant impact on our results of operations, financial position or cash flow.


Note 4:  Inventories




9




In October 2012, the Company purchased inventories consisting of $31,000 in finished units and $880 in accessories for the units.



Note 5:  Prepaid Expenses


Prepaid expenses are $50,000 for legal fees, $933 for insurance, $300 for rent, and $9,002 of security deposit.


Note 6:  Intangible Assets


The Company owns a patent with a book value at the acquisition date of $15,000.  The patent was acquired in the period ending September 30, 2012 and has a remaining life of 16 years.  The intangible assets are amortized over 16 years at a monthly amortization expense of $78.  The accumulated amortization expense for the three month period ending December 31, 2012 was $234.

Note 7:  Research and Development Expenses


The Company incurred research and development expenses of $22,718 for the three month ended December 31, 2012.  These expenses consisted of engineering and software development costs in updating the MB Bioenergy Light Therapy System to a touch screen display model.


Note 8:  Stock Issued


On October 25, 2012, the Company issued 675,000 common shares to the investors of the Private Placement Offering Memorandum for the $67,500 in common shares issuable.


On October 25, 2012, the Company converted the two promissory notes payable in amounts of $16,000 and $10,000 to common shares through the offering of the Private Placement Offering Memorandum for 260,000 common shares at $0.1000 per share.


Note 9:  Related Party Transactions


On December 14, 2012, the Company issued a short-term unsecured note in the amount of $8,000 with a 12% annual interest rate to David Janisch, CEO of the Company.  The principle and interest are accrued monthly at $747.  No monthly payments to the principle and interest had been made by the Company.  The note has a due date of December 13, 2013.  


 On December 14, 2012, the Company issued a short-term unsecured note in the amount of $3,000 with a 12% annual interest rate to Jeffrey Lu, a shareholder of the Company.  The principle and interest are accrued monthly at $280.  No monthly payments to the principle and interest had been made by the Company.  The note has a due date of December 13, 2013.


Note 10:  Notes Payable


The Company has three short-term unsecured notes. A $100,000 note with a 6% annual interest rate, dated March 16, 2012. Interest and principal are due on March 15, 2013.  This note is convertible to 1,000,000 common shares at the conversion price of $0.10 per share.


On December 14, 2012, the Company issued a short-term unsecured note in the amount of $8,000 with a 12% annual interest rate to David Janisch, CEO of the Company.  The principle and interest are accrued monthly at $747.  No monthly payments to the principle and interest have been made by the Company.  The note has a due date of December 13, 2013.  




10




 On December 14, 2012, the Company issued a short-term unsecured note in the amount of $3,000 with a 12% annual interest rate to Jeffrey Lu, a shareholder of the Company.  The principle and interest are accrued monthly at $280.  No monthly payments to the principle and interest have been made by the Company.  The note has a due date of December 13, 2013.


Approximately $4,800 of interest expense is accrued from September 21, 2011 (inception) to December 31, 2012.  Interest expense for the three month period ended December 31, 2012 totaled approximately $1,357.


Note 11:  Commitments and Contingencies


On August 1, 2012, the Company signed with an attorney who will provide legal and consulting services as general legal counsel services to the Company.  The term of agreement is for one year from September 1, 2012 through August 31, 2013 with estimate fee of $40,000.  As of December 31, 2012, the Company has paid and accrued legal expenses of $8,000.


On October 12, 2012, the Company entered into a licensing agreement with a third party, based in Southern California for the purpose of allowing the third party to operate walk in pain therapy clinics, using the current MB Bioenergy Light Therapy System.


Note 12:  Lease Agreement


The Company entered a lease agreement with Irvine Company to lease an office unit located in Irvine, California, effective November 5, 2012.  The lease term is one year with monthly lease payment of $2,904.  The lease is subject to renew upon expiration.  According to the lease term, the Company made a security deposit totaled $9,002.  The Company also leases a conference room nearby in the same city on a month to month basis for $300 per month.



Item 2:  Management Discussion and Analysis of Financial Condition and Results of Operations


Executive Overview


American Laser Healthcare Corporation, formerly known as Amberwood Acquisition Corporation, (“ALHC” or “the Company”) was incorporated on September 21, 2011 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company is a development-stage SEC reporting company that intends to improve health and wellness by providing access to innovative diagnostics and treatment for patients with pain and other common medical conditions. The Company plans to do this by creating and managing a profitable medical device product development business coupled with a healthcare service business that provides a protocol and pathway for the adoption and implementation of Low Level Light Therapy (LLLT).

 


The Company possesses the exclusive rights to the patent to an FDA cleared device with patented methodology, the MB Bioenergy Light Therapy System, and insurance reimbursement codes to allow payment for treatment.


In addition, two models of the MB Bioenergy Light Therapy System are developed and ready to sell to nursing homes and in-home-health-services providers domestically.  The Company started sales preparations in November, 2012, including marketing materials.  The company’s focus is on nursing homes that currently bill for pain management services. The Company will also market its products to the in-home healthcare service providers where reimbursement for pain management is somewhat less limited.


As of the date of this filing the Company had minimal operations and no revenues except $15,000 of other income for October through December of 2012.  The Company for the next nine months will primarily to obtain additional equity funding to develop and expand operations and sales and marketing activities.


Liquidity and Capital Resources



11





Our cash balance at December 31, 2012 was $804. Management does not believe our cash balance will be enough to fund operations for the next twelve months, and as such the Company is looking to raise additional funds of $1,000,000 through either borrowing or raising equity through private placement operations until we begin to generate revenue from operations.


Cash provided by financing activities for the period from inception (September 21, 2011) through December 31, 2012 was $226,493 resulting from the proceeds from the issuance of common stock and stockholders’ additional paid-in capital of $89,493 and the proceeds from issuance of promissory notes of $137,000.  Cash provided by financing activities for the three month period ending December 31, 2012 was $31,000 resulting from the proceeds from the issuance of common stock and stockholders’ additional paid-in capital of $20,000, and proceeds from the issuance of promissory notes of $11,000.


The Company has three short-term notes in amounts of $100,000 due March 15, 2013, $8,000 and $3,000 both due December 13, 2013.  The principle and interest payments for the three notes are accrued on a monthly basis.


Results of Operations


We are still in our development stage and have not generated revenue for the three month ended December 31, 2012, and December 31, 2011, respectively.


We incurred operating expenses of $111,086 and $1,343 for the three month ended December 31, 2012, and December 31, 2011, respectively.  These expenses increased in 2012 comparing to 2011 due to higher general and administrative expenses, professional fees, salaries, and research and development expenses.   Our net losses were $97,443 and $1,343 for the three month ended December 31, 2012, and December 31, 2011, respectively.  


Off- Balance Sheet Arrangements


None


Commitments and Contingent Liabilities


On August 1, 2012, the Company signed with an attorney who will provide legal and consulting services as general legal counsel services to the Company.  The term of agreement is for one year from September 1, 2012 through August 31, 2013 with estimate fee of $40,000.  As of December 31, 2012, the Company has paid and accrued legal expenses of $8,000.


On October 12, 2012, the Company entered into a licensing agreement with a third party, based in Southern California for the purpose of allowing the third party to operate walk in pain therapy clinics, using the current MB Bioenergy Light Therapy System.


On January 2, 2013, the Company entered into a Valued Added Reseller (VAR) agreement with Amest Corporation located in Rancho Santa Margarita, California. Amest Corporation is engaged in the manufacturing and servicing of medical equipment, and is the owner of 510k registration K030275 with the US FDA (“510k”). Amest Corporation signing the VAR agreement agrees to transfer the FDA clearance to the Company for one year in exchange for a $100,000 promissory note. The Company will purchase products from Amest Corporation and to re-label, re-sell and to distribute such products with the FDA clearance. Amest is the only one exclusion supplier to the Company, while the Company is the owner of the US patent related to these products.


Item 3:  Recent Accounting Pronouncements


There are no new accounting pronouncements that have impacted on the Company’s financial statements.


Item 4:  Quantitative and Qualitative Disclosures About Market Risk




12




Not applicable



Item 5:  Controls and Procedures


Evaluation of Disclosure Controls and Procedures


Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our CEO and CFO do not possess accounting expertise and our company does not have an audit committee. This weakness is due to the company’s lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.


Changes in Internal Control over Financial Reporting


Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



Part II – OTHER INFORMATION



Item 1:   Legal Proceedings


There is no litigation pending or threatened by or against the Company.


Item 1A:  Risk Factors


There have been no material changes to American Laser Healthcare Corporation’s risk factors as previously disclosed in our most recent 10-K filing for the fiscal year ending September 30, 2012.


Item 2:  Unregistered Sales of Equity Securities and Use of Proceeds


There is currently no public market for the Company’s securities.  For the three month period ended on December 31, 2012, the Company raised $113,500 common shares through the offering of the Private Placement Offering Memorandum for 1,135,000 shares.  As of December 31, 2012, the Company has issued a total of 90,635,000 shares that have not been registered.


Item 3:  Defaults upon Senior Securities


None


Item 4:  Remove and Reserve




13




Not applicable.



Item 5:  Other Information


None


Item 6:  Subsequent Events


On January 23, 2013, the Company issued 200,000 common shares at a price of $0.10 per share for a total of $20,000 through a Private Placement Offering.

 

On February 18, 2013, the Company signed an Exclusive Distributor Agreement with Ho Kyung Kim based in Irvine, California for the period August 1, 2013 to July 31, 2014.   The territory for distributing the Company’s products is South Korea and Japan.


On February 19, 2013, the Company signed a Sales Rep Firm Agreement with Ho Kyung Kim based in Irvine, California to sell the Company’s products in territories covering the Home Health Service Providers/Skilled Nursing and the Oriental Medicine Practitioners.


On February 19, 2013, the Company issued 1,000,000 common shares at a price of $0.10 per share for a total of $100,000 through a Private Placement Offering.


On February 20, 2013, the Company signed an Exclusive Distributor Agreement with Bio Beta Technology based in Garden Grove, California.  The territory for distributing the Company's products is Vietnam.


Item 7:  Exhibits



14





Signatures



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.




 

 

AMERICAN LASER HEALTHCARE CORPORATION

 

 

 

 

 

By:  /s/ David Janisch

 

 

Chief Executive Officer

 

 

 

 

 

 

 

By:  /s/ Tony Chow

 

Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 














February 28, 2013





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