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EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - AMERICAN LASER HEALTHCARE Corpalhc_ex32z1.htm
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EXCEL - IDEA: XBRL DOCUMENT - AMERICAN LASER HEALTHCARE CorpFinancial_Report.xls



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 June 30, 2013


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 Ac

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 [  ]      No [X]


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

Class

Outstanding at June 30, 2013

Common Stock, par value $0.0002

9,213,500


Documents incorporated by reference:    None



2





Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

PART I - FINANCIAL INFORMATION

 

 

Item 1.

Financial Statements

 

 

 

Condensed Balance Sheets as of  June 30, 2013 and September 30, 2012

4

 

 

Condensed Statements of Operations for the Three and Nine Months Ended

June 30, 2013 and 2012 and for the period from September 21, 2011 (Inception)

to June 30, 2013

5

 

 

Condensed Statement of Changes in Stockholders Deficit for the period from September 21,

 

 

 

2011 (Inception) to June 30, 2013

6

 

 

Condensed Statements of Cash Flows for the Nine Months Ended June 30, 2013 and 2012

and for the period from September 21, 2011(Inception) to June 30, 2013

7

 

 

Notes to Condensed Financial Statements  

9

 

Item 2.

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

16

 

Item 3.

Recent Accounting Pronouncements

17

 

Item 4.

Quantitative and Qualitative Disclosures about Market Risk

18

 

Item 5.

Controls and Procedures  

18

 

 

PART I I - OTHER INFORMATION

 

 

Item 1.

Legal Proceedings  

19

 

Item 2.

Risk Factors  

19

 

Item 3.

Unregistered Sales of Equity Securities and Use of Proceeds

19

 

Item 4.

Defaults upon Senior Securities  

19

 

Item 5.

Remove and Reserve  

19

 

Item 6.

Other Information  

19

 

Item 7.

Subsequent Events  

19

 

Item 8.

Exhibits  

20

 

 

SIGNATURES  

21

 

 

 

 




3





PART I - FINANCIAL INFORMATION

 

 

 

 

Item 1.  Financial Statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

American Laser Healthcare Corporation

(A Development Company)

Balance Sheets

(Unaudited)

 

 

 

 

 

 

 

June 30,

 

September 30,

 

2013

 

2012

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and equivalents

9,695 

 

71,824 

Accounts receivable

 

3,000 

 

 

Inventories

 

8,171 

 

 

Prepaid expense

 

24,561 

 

 

51,250 

   Total current assets

 

45,427 

 

 

123,074 

Furniture & office equipment, net

 

2,694 

 

 

Machinery & equipment, net

 

26,382 

 

 

Intangible assets

 

14,298 

 

 

15,000 

   Total long-term assets

 

43,374 

 

 

15,000 

TOTAL ASSETS

88,801 

 

138,074 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

33,059 

 

1,305 

Accrued liabilities

 

282,103 

 

 

1,839 

Promissory note payable

 

100,000 

 

 

126,000 

Interest payable

 

8,251 

 

 

3,238 

Common shares issuable

 

25,000 

 

 

67,500 

Total current liabilities

448,413 

 

199,882 

Stockholders’ equity (deficit)

 

 

 

 

 

Common stock, $0.0002 par value, 100,000,000 shares authorized;

 

 

 

 

 

9,213,500 shares issued and outstanding, and

 

 

 

 

 

8,950,000 shares issued and outstanding (see Note 9)

 

1,843 

 

 

1,790 

Additional paid-in capital

 

210,500 

 

 

16,603 

Warrants

 

67,800 

 

 

Accumulated (deficit)

 

(639,755) 

 

 

(80,201) 

Total stockholders’ (deficit)

 

(359,612) 

 

 

(61,808) 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

88,801 

 

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

Nine Months

 

 

     2011) to

 

Ended June 30,

 

Ended June 30,

 

 

June 30,

2013

 

2012

2013

 

 

2012

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

 

 

 

Cost of sales

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  General and administrative

 

200,504 

 

 

21,003 

 

 

549,273 

 

 

57,386 

 

 

624,418 

  Research and development

 

50 

 

 

 

 

27,587 

 

 

 

 

27,587 

Total operating expenses

 

200,554 

 

 

21,003 

 

 

576,860 

 

 

57,386 

 

 

652,005 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(200,554) 

 

 

(21,003) 

 

 

(576,860) 

 

 

(57,386) 

 

 

(652,005) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Other income

 

8,519 

 

 

 

 

23,519 

 

 

 

 

23,519 

   Interest expense

 

(1,993) 

 

 

(1,496) 

 

 

(6,215) 

 

 

(1,562) 

 

 

(9,669) 

Total other income (expense)

 

6,526 

 

 

(1,496) 

 

 

17,305 

 

 

(1,562) 

 

 

13,850 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

 

 

 

 

 

 

 

 

1,600 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net  (loss)

(194,028) 

 

(22,499) 

 

(559,555) 

 

(58,948) 

 

(639,755) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per common share-basic
and diluted

(0.02) 

 

(0.10) 

 

(0.06) 

 

(0.01) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  -basic

 

9,212,511 

 

 

750,000 

 

 

9,122,044 

 

 

6,827,555 

 

 

 

  -diluted

 

9,212,511 

 

 

750,000 

 

 

9,122,044 

 

 

6,827,555 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the financial statements




5





 

American Laser Healthcare Corporation

(A Development Company)

Statement of Changes in Stockholders Deficit

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common

Additional Paid-

 

 

Accumulated

Total

Shares

Stock

In Capital

 

Warrants

Deficit

Balance at September 21, 2011 (Inception)

-

$

-

$

-

$

-

$

-

$

-

Shares issued for cash

10,000,000

 

2,000

 

-

 

-

 

-

 

2,000

Additional paid-in capital

-

 

-

 

943

 

-

 

-

 

943

Net loss

-

 

-

 

-

 

-

 

(1,343)

 

(1,343)

Balance at December 31, 2011

10,000,000

 

2,000

 

943

 

-

 

(1,343)

 

1,600

Stock redemption

(9,750,000)

 

(1,950)

 

-

 

-

 

-

 

(1,950)

Shares issued for cash

500,000

 

100

 

900

 

-

 

-

 

1,000

Shares issued for director fees

700,000

 

140

 

1,260

 

-

 

 

 

1,400

Shares issued for asset purchase agreement

7,500,000

 

1,500

 

13,500

 

-

 

-

 

15,000

Subscription receivable

-

 

-

 

-

 

-

 

-

 

-

Net loss

-

 

-

 

-

 

-

 

(78,857)

 

(78,857)

Balance at September 30, 2012

8,950,000

$

1,790

$

16,603

$

-

$

(80,200)

$

(61,808)

Shares issued from common shares

 

 

 

 

 

 

-

 

 

 

 

   issuable October 25, 2012

67,500

 

14

 

67,486

 

-

 

-

 

67,500

Shares issued for promissory notes

 

 

 

 

 

 

-

 

 

 

 

   October 25, 2012

26,000

 

5

 

25,995

 

-

 

-

 

26,000

Shares issued for cash November 2, 2012

20,000

 

4

 

19,996

 

-

 

-

 

20,000

Shares issued for cash January 23, 2013

20,000

 

4

 

19,996

 

-

 

-

 

20,000

Shares issued for cash February 19, 2013

100,000

 

20

 

99,980

 

-

 

-

 

100,000

Shares issued for cash April 3, 2013

30,000

 

6

 

29,994

 

-

 

-

 

30,000

Costs associated with equity raised

-

 

-

 

(1,750)

 

-

 

-

 

(1,750)

Warrants issued related to issuances

-

 

-

 

 

 

 

 

 

 

 

   of common stock (Note 10)

-

 

-

 

(67,800)

 

67,800

 

-

 

-

Net loss

-

 

-

 

-

 

-

 

(559,555)

 

(559,555)

Balance at June 30, 2013 (see Note 9)

9,213,500

 

1,843

 

210,500

 

67,800

 

(639,755)

 

(359,612)


The accompany 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,

 

Nine Months

 

 

2011) to

 

Ended June 30,

 

 

June 30,

 

2013

2012

 

 

2013

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net loss

(559,555) 

(58,948) 

 

(639,755) 

   Adjustments to reconcile net loss to net cash provided

 

 

 

 

 

 

 

   (used) by operating activities Common Stock

 

 

 

 

 

 

 

   Depreciation and amortization

 

3,871 

 

 

 

3,871 

Change in operating assets and liabilities

 

 

 

 

 

 

 

Accounts receivable

 

(3,000) 

 

 

 

(3,000) 

Inventory

 

(36,951) 

 

 

 

(36,951) 

Prepaid expenses

 

26,689 

 

(38,250) 

 

 

(24,561) 

Interest payable

 

5,013 

 

1,562 

 

 

8,251 

Accounts payable

 

31,754 

 

 

 

34,459 

Accrued liabilities

 

280,264 

 

127 

 

 

282,103 

Other current liabilities

 

25,000 

 

 

 

25,000 

Net cash used in operating activities

 

(226,915) 

 

(95,509) 

 

 

(350,583) 

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 

 

100,000 

 

 

137,000 

Redemption of promissory notes

 

(11,000) 

 

 

 

(11,000) 

Redemption of common stock

 

 

(1,950) 

 

 

(1,950) 

Proceeds from issuance of common stock and
  stockholders' additional paid-in capital

 

168,250 

 

2,343 

 

 

239,692 

Net cash provided by financing activities

 

168,250 

 

100,393 

 

 

363,742 

Net increase in cash

 

(62,129) 

 

4,884 

 

 

9,695 

Cash at beginning of period

 

71,824 

 

2,000 

 

 

Cash at end of period

9,695 

6,884 

 

9,695 


The accompanying notes are an integral part of the financial statements




7





American Laser Healthcare Corporation

(A Development Company)

Statements of Cash Flows

(Unaudited)


    Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

        Cash paid for:

 

 

 

 

 

 

 

           Interest

493 

1,714 

 

1,714 

           Taxes

 

     Non-cash transactions:

 

 

 

 

 

 

 

        Common stock issued for conversion of promissory

           notes

67,500 

 

        Common stock issued for conversion of

 

 

 

 

 

 

 

           promissory notes payable

26,000 

 

26,000 

         Machinery and equipment transferred from inventories

31,880 

 

31,880 

         One demo unit used for marketing

3,100 

 

3,100 

        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



8





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 months period and nine months period ended June 30, 2013 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 an 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 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 1,000,000 shares of common stock at $1.00 per share for an aggregate of $1,000,000, and through June 30, 2013, has received approximate $263,500 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 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.

 





9






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 lower of cost or market value, and is determined using the first-in, first-out method (FIFO). All inventories consist of medical devices and accessories.


Property, Plant, and Equipment


Furniture, office equipment, machinery and equipment are stated at cost.  Depreciation is calculated on the straight-line method over the estimated useful lives of 3 years of the assets.  


Intangible Assets


Intangible Assets are capitalized on the basis of the costs incurred to acquire the assets.  These costs are amortized over the estimated useful lives.  Intangible Assets costs recognized as assets are amortized using straight line method over their useful lives, not exceeding a period of 16 years.


Revenue Recognition


The revenue is recognized when the following criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered, and the customer takes ownership and assumes risk of loss; (3) the seller’s price to the buyer is fixed or determinable; and (4) collection is reasonably assured.  The Company has not generated any revenue for the three and nine months period ended June 30, 2013.


Note 2:  Going Concern


The Company has sustained a net loss of $194,028 and $559,555 for the three months and nine months ended June 30, 2013, respectively, and accumulated deficit of $639,755 at June 30, 2013.  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.



10





Note 3:  Recent Accounting Pronouncements


On April 22, 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-07, "Presentation of Financial Statements (Topic 205): Liquation Basis of Accounting" which is effective for reporting periods beginning after December 15, 2013.

  

The amendments in the Update require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling liabilities (for example, trademarks).


Management is currently analyzing the impact of adoption of ASU No. 2013-07 when it is effective in our next fiscal year.

 

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


Note 4:  Inventories


As of June 30, 2013, the Company has finished goods in inventories of $7,554 for medical devices and of $617 in accessories for the medical devices.  


Note 5:  Prepaid Expenses


Prepaid expenses consist of $10,000 legal fees, $4,200 for insurance, and $10,361 of security deposits.


Note 6:  Machinery and Equipment


In April 2013, the Company transferred 10 units of medical devices and 4 units of attachments for the medical devices totaled approximately $31,880 from Inventory to Machinery and Equipment as demo units for marketing and sales purpose.  Subsequently, one demo unit was given away for marketing purpose during the quarter, thus at June 30, 2013, machinery and equipment totaled $28,780.


Note 7:  Intangible Assets


The Company owns a patent with a book value at the acquisition date of $15,000.  The patent was acquired in the quarter ended September 30, 2012 and had a remaining useful life of 16 years.  The intangible asset is amortized over 16 years at a monthly amortization expense of $78.  Accumulated amortization at June 30, 2013 was $703.

Note 8:  Research and Development Expenses


The Company incurred research and development expenses of $50 and $27,587 for the three and six months period ended June 30, 2013, respectively.  These expenses consisted of engineering and software development costs in updating the MB Bioenergy Light Therapy System to a touch screen display model.



11







Note 9:  Stock Issuance


On April 11, 2013, the Company adopted an amendment to its certificate of incorporation effecting a reverse share split on a one (1) for ten (10) basis, such that each ten (10) shares of common stock outstanding held by a stockholder were converted into only one (1) share of common stock outstanding.  All outstanding shares of common stock were so converted in April 2013 when such amendment was filed in the State of Delaware.  The action was duly approved by the board of directors and shareholders of the Company.  As a result of the reverse share split, the change in capital structure is stated in retroactive effect in the balance sheet and Statement of Changes in Stockholders Deficit, and related notes to the financial statements.  The numbers of common shares listed below in each of these issuances reflect the post reverse stock split share numbers.


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


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 26,000 common shares at $1.00 per share.


On November 2, 2012, the Company issued 20,000 common shares at a price of $1.00 per share for a total of $20,000 through a Private Placement Offering.


On January 23, 2013, the Company issued 20,000 common shares at a price of $1.00 per share for a total of $20,000 through a Private Placement Offering.

 

On February 19, 2013, the Company issued 100,000 common shares at a price of $1.00 per share for a total of $100,000 through a Private Placement Offering.


On April 3, 2013, the Company issued 30,000 common shares at a price of $1.00 per share for a total of $30,000 through a Private Placement Offering.


On May 14, 2013, the Company received $5,000 through a Private Placement Offering.  The common shares issuable at a price of $1.00 per share for a total of 5,000 common shares were recorded in other current liabilities.


On June 12, 2013, the Company received $10,000 through a Private Placement Offering.  The common shares issuable at a price of $1.00 per share for a total of 10,000 common shares were recorded in other current liabilities.


On June 26, 2013, the Company received $10,000 through a Private Placement Offering.  The common shares issuable at a price of $1.00 per share for a total of 10,000 common shares were recorded in other current liabilities.


Note 10:  Warrants Issuance


On March 6, 2013, the Company attached 116,750 warrants relating to a Private Placement Memorandum (the "PPM")  in which 233,500 shares of stock were issued (1 warrant issued to the PPM investor per 2 shares purchased).  These numbers of warrants and shares are retroactively adjusted to reflect the reverse stock split occurred on April 11, 2013, as discussed in Note 9.


Under the terms of the PPM, the Company has issued an aggregate of 288,500 units (the “Units”), consisting of 288,500 post-reverse stock split shares of common stock and 144,250 warrants (see table below) at a purchase price of  $1.00 per unit.  Each Unit consists of one share of common stock and a warrant to purchase .5 shares of common stock.  The warrants have an exercise price of $1.00 per share and expire one year from the date issued.





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Investment
Date

Common Shares

Warrants

03/06/13

233,500

116,750

04/03/13

30,000

15,000

05/14/13

5,000

2,500

06/12/13

10,000

5,000

06/26/13

10,000

5,000

Total

288,500

144,250


The fair value of the warrants issued on March 6, 2013 was estimated to be $56,000 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 130%, risk free interest rate of .15% and an expected life of one year.  The proceeds from the PPM were allocated based upon the relative fair value of the warrants and common shares.


The fair value of the warrants issued on April 3, 2013 was estimated to be $7,000 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 130%, risk free interest rate of .13% and an expected life of .92 years.  The proceeds from the PPM were allocated based upon the relative fair value of the warrants and common shares.


The fair value of the warrants issued on May 14, 2013 was estimated to be $1,000 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 131%, risk free interest rate of .12% and an expected life of .81 years.  The proceeds from the PPM were allocated based upon the relative fair value of the warrants and common shares.


The fair value of the warrants issued on June 12, 2013 was estimated to be $2,000 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 125%, risk free interest rate of .14% and an expected life of .73 years.  The proceeds from the PPM were allocated based upon the relative fair value of the warrants and common shares.


The fair value of the warrants issued on June 26, 2013 was estimated to be $1,800 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 121%, risk free interest rate of .16% and an expected life of .69 years.  The proceeds from the PPM were allocated based upon the relative fair value of the warrants and common shares.

The following table represents a summary of warrants outstanding as of June 30, 2013:


Number of Warrants

Exercise Price

Expiration Date

144,250

$1.00

March 5, 2014


Below is a summary of warrant activity for the three months ended June 30, 2013:

 

Number Shares

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (in years)


Weighted Average Grant Date Fair Value per Share

Outstanding at March 31, 2013  

116,750

$1.00

.68

$0.48

Granted

27,500

$1.00

.68

$0.44

Exercised

---

---

---

---

Expired or Cancelled

---

---

---

---

Outstanding at June 30, 2013

144,250

$1.00

.68

$0.47

 

 

 

 

 

All warrants were fully vested upon issuance.


Note 11:  Accrued Liabilities


Accrued liabilities consist of $100,000 accrued liability from the VAR agreement for the transfer of manufacturing and servicing rights under an FDA (510k) clearance (see Note 13) below for additional information); $167,800 in



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accrued salaries, $13,298 in credit card payable, $481 in sales tax payable, $500 in consultant fee payable and $24 in employee payable.


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 under a US FDA 510K clearance, with registration number K030275.  As agreed, Amest Corporation would transfer the manufacturing and servicing rights under the FDA clearance to the Company.  The Company is currently in the process of that transfer.  In exchange, the Company will pay cash or issue a $100,000 promissory note to Amest Corporation. The VAR agreement shall expire in one year and is automatically renewed for additional one year, and can be cancelled by either party with a 30 days notification. The Company will also purchase products from Amest Corporation and will re-label, re-sell or distribute such products with the Company's name. Amest is currently the sole supplier to the Company, and the Company effectively, has the exclusive right to purchase these products from Amest as the Company has the US patent related to these products. A promissory note in an amount of $100,000 will be issued to Amest Corporation prior to the completion of the transferring, and we accrued the liability for $100,000 in the prior quarter ended March 31, 2013.


Note 12:  Related Party Transactions


The Company on May 16, 2013, sold a unit with bundled training to one of its investor for $8,519.  The transaction was recorded as Other Income.


Note 13:  Notes Payable


The Company has a short-term unsecured note of $100,000 with a 6% annual interest rate, dated March 16, 2012, which was renewed on March 16, 2013. Principal and accrued interest is due on March 15, 2014.  This note is convertible to 100,000 common shares at the conversion price of $1.00 per share after April 11, 2013.  Interest expense for the three and nine months period ended June 30, 2013 totaled approximately $1,500 and $4,500 respectively.


Note 14:  Commitments and Contingencies


Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.  As of June 30, 2013, the Company has no contingent liability that is required to be recorded or disclosed.

Note 15:  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 Company incurred rent expense of $26,136 for the nine months ended June 30, 2013. The lease is subject to renew upon expiration.  According to the lease term, the Company made a security deposit totaled $9,002.


Note 16:  Subsequent Events


On July 1, 2013, the Company received $10,000 through a Private Placement Offering.  The common shares at a price of $1.00 per share for a total of 10,000 common shares will be issued as soon as possible.


On July 1, 2013, the Company received $14,000 through a Private Placement Offering.  The common shares at a price of $1.00 per share for a total of 14,000 common shares will be issued as soon as possible.


On July 2, 2013, the Company filed Form S-1with the Securities and Exchange Commission.  The registration statement and the prospectus cover the registration of 3,705,500 shares of common stock offered at a price of $1.00 per share by the holders of the Company.




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On July 16, 2013, the Company received $12,000 through a Private Placement Offering.  The common shares at a price of $1.00 per share for a total of 12,000 common shares will be issued as soon as possible.


On July 31, 2013, the Company received $10,000 through a Private Placement Offering.  The common shares at a price of $1.00 per share for a total of 10,000 common shares will be issued as soon as possible.



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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 an 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.


At present three models of the MB Bioenergy Light Therapy System are developed and ready to sell to nursing homes and in-home healthcare service providers domestically.  A comprehensive regulatory review of the original MB Bioenergy Light Therapy System was performed. It was determined that wound care, as well as, pain management are treatments that align with the intended use statement of the original 510(k) authorization by the U.S FDA.    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 also possible.


As of the date of this filing the Company has not generated any normal revenue yet.  However, the Company is planning to obtain additional equity funding to develop and expand operations and sales and marketing activities. The Company has filed S-1 with the SEC in July 2, 2013.


Liquidity and Capital Resources


Our cash balance at June 30, 2013 was $9,695. 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 three months ended June 30, 2013 was $28,250 resulting from the proceeds of the PPM, net of cost of $1,750.  Cash provided by financing activities for the nine months period ending June 30, 2013 was $168,250 resulting from the proceeds from the issuance of common stock.


The Company has one short-term note in amount of $100,000 outstanding at June 30, 2013.  The principle and accrued interest are due on March 15, 2014.  This note is convertible to 100,000 common shares at the conversion price of $1.00 per share after April 11, 2013.

 

Results of Operation


The Company has not generated any revenue for the three and nine months period ended June 30, 2013.


We incurred operating expenses of $200,554 and $576,860 for the three and nine months ended June 30, 2013, respectively.  These expenses increased in 2013 comparing to 2012 due to higher general and administrative expenses, including professional fees, salaries, regulatory expenses, and research and development expenses.   The operating expenses for the three and nine months included  $100,000 in regulatory expenses for the transfer of manufacturing and servicing rights under an FDA clearance from Amest Corporation under the Valued Added Reseller (VAR) agreement entered on January 2, 2013.  See Note 10 for additional information.  Our net losses were $194,028 and $559,555 for the three and nine months ended June 30, 2013, respectively.



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Off- Balance Sheet Arrangements


None


Commitments and Contingent Liabilities


On August 1, 2012, the Company entered a service agreement with an attorney in providing legal and consulting services as general legal counsel to the Company.  The term of the agreement is one year from September 1, 2012 through August 31, 2013 with estimated fee of $40,000.  The Company has incurred legal expenses of $15,000 and $30,000 for the three and nine months period ended June 30, 2013.


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.  This agreement was terminated on April 23, 2013.


Item 3:  Recent Accounting Pronouncements


On April 22, 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-07, "Presentation of Financial Statements (Topic 205): Liquation Basis of Accounting" which is effective for reporting periods beginning after December 15, 2013.

  

The amendments in the Update require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling liabilities (for example, trademarks).


Management is currently analyzing the impact of adoption of ASU No. 2013-07 when it is effective in our next fiscal year.


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



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Item 4:  Quantitative and Qualitative Disclosures About Market Risk


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 our CFO.  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 us with our financial reporting as soon as our finances will allow.  Currently, the company does not have an audit committee.  We plan to appoint and form an audit committee in the future.


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.



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Part II – OTHER INFORMATION


Item 1:   Legal Proceedings


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


Item 2:  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 3:  Unregistered Sales of Equity Securities and Use of Proceeds


There is currently no public market for trading of the Company’s securities.  As of June 30, 2013, the Company has issued and outstanding a total of 9,213,500 shares that have not been registered.


Item 4:  Defaults upon Senior Securities


None


Item 5:  Remove and Reserve


Not applicable.


Item 6:  Other Information


None


Item 7:  Subsequent Events


On July 1, 2013, the Company received $10,000 through a Private Placement Offering.  The common shares at a price of $1.00 per share for a total of 10,000 common shares will be issued as soon as possible.


On July 14, 2013, the Company received $14,000 through a Private Placement Offering.  The common shares at a price of $1.00 per share for a total of 14,000 common shares will be issued as soon as possible.


On July 2, 2013, the Company filed Form S-1with the Securities and Exchange Commission.  The registration statement and the prospectus cover the registration of 3,705,500 shares of common stock offered at a price of $1.00 per share by the holders of the Company.


On July 16, 2013, the Company received $14,000 through a Private Placement Offering.  The common shares at a price of $1.00 per share for a total of 14,000 common shares will be issued as soon as possible.


On July 31, 2013, the Company received $10,000 through a Private Placement Offering.  The common shares at a price of $1.00 per share for a total of 10,000 common shares will be issued as soon as possible.




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Item 8:  Exhibits



List of Exhibits

31.1   Certification

31.2   Certification

32.1   Certification of Chief Executive Officer

32.2   Certification of Chief Executive Officer

101    XBRL exhibits


 

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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)

 

 

 

 



August 20, 2013




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