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EX-32 - EXHIBIT 32.1 - DMH INTERNATIONAL, INC.ex32-1.htm

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549 

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the quarterly period ended September 30, 2013

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from _________ to ________

 

Commission file numbers 000-32141

 

DMH INTERNATIONAL, INC.

 

(Name of registrant as specified in its charter)

 

Nevada

  

27-2689205

(State or Other Jurisdiction of Organization)

  

(IRS Employer Identification Number)

 

  12502 West Atlantic Blvd, Coral Springs, Florida

  

33071

(Address of principal executive offices)

  

(Zip Code)

 

(954) 509-0911

(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 No

 

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 (§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 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.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

Yes  No

 

The number of shares outstanding of the registrant's common stock, par value $0.001 per share, as of November 15, 2013 there were 268,000,000 shares of common stock.

 

 
 

 

  

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

1

   

  

Item 1. Financial Statements

1

   

  

Condensed Consolidated Balance Sheets as of September 30, 2013 (Unaudited) and December 31, 2012

1

   

  

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2013 and 2012, and for the Period from March 26, 2010 (date of inception) through September 30, 2013 (Unaudited)

2

   

  

Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2013 and 2012, and for the Period from March 26, 2010 (date of inception) through September 30, 2013 (Unaudited)

3

   

  

Notes to Condensed Consolidated Financial Statements (Unaudited)

4

   

  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

9

   

  

Item 3. Quantitative and Qualitative Disclosures about Market Risk

16

   

  

Item 4. Controls and Procedures

16

  

  

PART II. OTHER INFORMATION

17

   

  

Item 1. Legal Proceedings

17

  

  

Item 1A. Risk Factors

17

   

  

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

17

  

  

Item 3. Defaults Upon Senior Securities

18

  

  

Item 4. Mine Safety Disclosure

18

   

  

Item 5. Other Information

18

   

  

Item 6. Exhibits

18

 

 
 

 

   

Part I. Financial information

 

Item 1. Finaancial Statements.

 

 

DMH INTERNATIONAL, INC.

(A Development Stage Company)

 

Condensed Consolidated Financial Statements (Unaudited)

 

(Expressed in US dollars)

 

For the nine months ended September 30, 2013 

 

 

 

Condensed Consolidated Balance Sheets as of September 30, 2013 (Unaudited) and December 31, 2012

1

   

 

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2013 and 2012, and for the Period from March 26, 2010 (date of inception) through September 30, 2013 (Unaudited)

2

   

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012, and for the Period from March 26, 2010 (date of inception) through September 30, 2013 (Unaudited)

3

   

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

4

 

 

 
 

 

 

Part I. Financial information

 

Item 1. Finaancial Statements.

 

DMH INTERNATIONAL, INC.

(A Development Stage Company)

Condensed Consolidated Balance Sheets

 

   

September 30, 2013

   

December 31, 2012

 
    $     $  
   

(Unaudited)

         

ASSETS

               
                 

Cash

    3,408       64  

Total Assets

    3,408       64  
                 

LIABILITIES

               
                 

Current Liabilities

               

Accounts payable and accrued liabilities

    200,853       164,884  

Accounts payable – related party

    198,522       161,522  

Due to related parties

    528,339       617,243  

Total Liabilities

    927,714       943,649  
                 

STOCKHOLDERS’ DEFICIT

               

Preferred stock Authorized: 10,000,000 preferred shares with a par value of $0.001 per share; Issued and outstanding: nil preferred shares

    -       -  

Common stock Authorized: 250,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 212,500,000 and 161,000,000 common shares at September 30, 2013 and December 31, 2012, respectively.

    212,500       161,000  
                 

Common stock issuable

    114,600       -  

Additional paid-in capital

    478,463       (85,532 )

Deficit accumulated during development stage

    (1,729,869 )     (1,019,053 )

Total Stockholders’ Deficit

    (924,306 )     (943,585 )

Total Liabilities and Stockholders’ Deficit

    3,408       64  

 

(The accompanying notes are an integral part of these unaudited financial statements)

 
 
1

 

 

DMH INTERNATIONAL, INC.

(A Development Stage Company)

Condensed Consolidated Statements of Operations

(Unaudited)

 

   

For the Three

Months Ended

   

For the Nine

 Months Ended

   

Accumulated

from

March 26, 2010

 
   

September 30,

   

September 30,

   

(Date of Inception)

 
   

2013

   

2012

   

2013

   

2012

   

to September 30, 2013

 
    $     $     $     $     $  
                               

Revenues

    -       -       -       -       -  
                                         

Operating Expenses

                                       
                                         

General and administrative

    5,660       731       19,701       781       131,905  

Management fees

    15,000       15,000       45,000       45,000       187,500  

Professional fees

    149,650       -       603,620       -       785,384  

Wages and salaries

    -       -       -       -       507,117  
                                         

Total Operating Expenses

    170,310       15,731       668,321       45,781       1,611,906  
                                         

Other Expenses

                                       

Imputed interest

    14,109       10,451       42,495       30,793       117,963  
                                         

Total Other Expenses

    14,109       10,451       42,495       30,793       117,963  
                                         

Net Loss

    (184,419 )     (26,182 )     (710,816 )     (76,574 )     (1,729,869 )
                                         

Net Loss per Share – Basic and Diluted

    (0.00 )     (0.00 )     (0.00 )     (0.00 )        
                                         

Weighted Average Shares Outstanding – Basic and Diluted

    212,500,000       25,000,000       188,179,487       25,000,000          
                                         

 

(The accompanying notes are an integral part of these unaudited financial statements)

 

 
2

 

 

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

   

For the Nine Months

Ended September 30,

2013

   

Accumulated

from

March 26, 2010

(Date of Inception)

to September 30,

2013

 
   

2013

   

2012

         
    $     $     $  

Operating Activities

                       

Net loss for the period

    (710,816 )     (76,574 )     (1,729,869 )

Adjustments to reconcile net loss to net cash used in operating activities:

                       

Imputed interest

    42,495       30,793       117,963  

Stocks issued for services

    372,600       -       372,600  

Changes in operating assets and liabilities:

                       

Accounts Payable – Related Party

    45,000       45,050       206,522  

Accounts payable and Accrued liabilities

    35,969       (100,732 )     200,853  

Net Cash Used in Operating Activities

    (214,752 )     (101,463 )     (831,931 )

Financing Activities

                       

Due to related parties – borrowings

    25,100       -       659,020  

Due to related parties – repayments

    (122,004 )     101,472       (163,681 )

Proceeds from loan

            -       25,000  

Proceeds from common stocks subscribed

    315,000       -       315,000  

Net Cash Provided By Financing Activities

    218,096       101,472       835,339  

Increase in Cash

    3,344       9       3,408  

Cash – Beginning of Period

    64       -       -  

Cash – End of Period

    3,408       9       3,408  

Non-cash financing activities:

                       

Transfer of loan

    -       25,000       25,000  

Effect of reverse merger

    -       -       136,000  

 

(The accompanying notes are an integral part of these unaudited financial statements)

 
 
3

 

 

DMH INTERNATIONAL, INC.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

 

1.    Description of Business and Reverse Acquisition 

 

a) Description of Business

 

DMH International, Inc. (the “Company”) was incorporated in the state of Florida on March 26, 2010. The Company is a development stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”.

 

b) Going Concern

 

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the period ended September 30, 2013, the Company has a working capital deficit of $924,306 and accumulated deficit of $1,729,869. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.                     

 

c) Reverse Acquisition

 

On December 11, 2012, the Company entered into a share exchange agreement with DMH International, Inc. (“DMHI”), a public shell company. Pursuant to the agreement, DMHI acquired all of the outstanding shares of common stock of the Company (100 common shares) by issuing 125,000,000 common shares, comprised of 100,000,000 common shares from the President and Director of the Company and 25,000,000 newly issued common shares. Furthermore, the President and Director of DMHI cancelled 100,000,000 common shares as part of the share exchange agreement. As a result of the share exchange, the former shareholders of the Company controlled approximately 78% of the issued and outstanding common shares of DMHI resulting in a change in control. The transaction was accounted for as a reverse recapitalization transaction, as DMHI qualifies as a non-operating public shell company given the fact that the Company held nominal net monetary assets, consisting of only cash at the time of merger transaction. As Touch Medical Solutions, Inc. is deemed to be the purchaser for accounting purposes under recapitalization accounting, the equity of the Company is presented as the equity of the combined company and the capital stock account of the Company is adjusted to reflect the part value of the outstanding and issued common stock of the legal acquirer (DMHI) after giving effect to the number of shares issued in the share exchange agreement. Shares retained by DMHI are reflected as an issuance as of the acquisition date for the historical amount of the net assets of the acquired entity, which in this case is zero.

 

 

2.    Summary of Significant Accounting Policies

 

 

a)

Basis of Presentation and Principles of Consolidation

 

The unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. All the intercompany accounts and transactions have been eliminated. The Company’s fiscal year end is December 31.

 

 
4

 

 

DMH INTERNATIONAL, INC.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

 

2.    Summary of Significant Accounting Policies (continued)

 

 

b)

Use of Estimates

 

The preparation of financial statements in conformity with US 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. The Company regularly evaluates estimates and assumptions related to the useful life and valuation of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

 

c)

Interim Financial Statements

 

These interim financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

 

 

d)

Cash and cash equivalents

 

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at September 30, 2013 and December 31, 2012, the Company had no cash equivalents.

 

 

e)

Property and Equipment

 

Property and equipment is comprised of computer equipment and is recorded at cost. The Company amortizes the cost of equipment on a straight-line basis over their estimated useful lives of three years. The Company reviews all property and equipment for impairment annually.

 

 

f)

Revenue Recognition

 

Revenue will be recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is assured. The Company is not exposed to any credit risks as amounts are prepaid prior to performance of services.

 

 

g)

Basic and Diluted Net Loss per Share

 

The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As at September 30, 2013 and 2012, the Company had no potentially dilutive shares.

 

 
5

 

 

DMH INTERNATIONAL, INC.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

 

2.    Summary of Significant Accounting Policies (continued)

  

 

h)

Financial Instruments

 

The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows.

 

● Level 1. Observable inputs such as quoted prices in active markets;

● Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

● Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

The Company’s financial instruments are cash, accounts payable, accrued liabilities and amounts due to related parties. The recorded values of cash, accounts payable, accrued liabilities and amounts due to related parties approximate their fair values based on their short-term nature.

 

The following table presents assets and liabilities that were measured and recognized at fair value as of September 30, 2013 and December 31, 2012 on a recurring basis:

 

Description

 

Level 1

   

Level 2

   

Level 3

   

Total Realized

Loss

 
    $ -     $ -     $ -     $ -  

Totals

  $ -     $ -     $ -     $ -  

 

 

i)

Income Taxes

 

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

 

 

g)

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

 
6

 

 

DMH INTERNATIONAL, INC.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

 

3.     Related Party Transactions

 

 

a)

As of September 30, 2013 and December 31, 2012, the Company owes $97,216 and $99,270, respectively, to the CFO of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand. Imputed interest at 8% has been expensed and recorded as additional paid-in capital of $5,859 and $141 for the nine months ended September 30, 2013 and 2012, respectively. As of September 30, 2013 and December 31, 2012, $97,000 and $60,000 included in accounts payable is the management fees owed to CFO, respectively. $101,522 included in accounts payable and accrued liabilities is owed to a company formerly controlled by the CFO of the Company at September 30, 2013 and December 31, 2012. These amounts owing are unsecured, non-interest bearing, and due on demand. Imputed interest at 8% has been expensed and recorded as additional paid-in capital of $10,443 and $5,094 for the nine months ended September 30, 2013 and 2012, respectively.

 

 

b)

As of September 30, 2013 and December 31, 2012, the Company owes $431,123 and $518,023, respectively to the CEO and companies controlled by him. The amounts owing are unsecured, non-interest bearing, and due on demand. The amount owing has an imputed interest at 8%. Imputed interest at 8% has been expensed and recorded as additional paid-in capital of $26,193 and $25,558 for the nine months ended September 30, 2013 and 2012, respectively.

 

4.     Common shares

 

Common stocks issued for reverse merger

 

On December 11, 2012, the Company entered into a share exchange agreement (the “Agreement”) with DMH International Inc. (“DMHI”), a Nevada company.  Under the terms of the Agreement, the Company issued 100% of the issued and outstanding common shares of Touch Medical Solutions, Inc. (“TMSI”) in exchange for 125,000,000 common shares, comprised of 100,000,000 common shares from the President and Director of DMHI and 25,000,000 newly issued common shares.  In addition, the President and Director of DMHI returned and cancelled 100,000,000 common shares.  The Agreement results in management and shareholders of TMSI to hold 78% of the issued and outstanding common shares of the Company, resulting in a reverse recapitalization transaction (See Note 1). Following the above events, there were 161,000,000 shares outstanding, including:

 

Shares

Held By:

125,000,000

TMSI Shareholders

 36,000,000

Existing DMHI Shareholders

 

Common stocks issued in a private placement

 

On May 1, 2013, the Company issued 31,500,000 shares of the Company’s common stock to a subscriber at a price per share of $0.01 for total proceeds of $315,000 which was received during January and March 2013.

 

Common stocks issued for services

 

During April, 2013, the Company issued 15,000,000 shares of the Company’s restricted common stock to a consultant for marketing services for nine months. The shares were valued at $0.0129 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $193,500 during the nine months ended September 30, 2013.

 

During April, 2013, the Company issued 5,000,000 shares of the Company’s restricted common stock to a consultant for investor relations services for a year. The shares were valued at $0.0129 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $64,500 during the nine months ended September 30, 2013.

 

 
7

 

 

DMH INTERNATIONAL, INC.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

 

4.     Common shares (Continued)

 

During June, 2013, the Company issued 1,000,000 shares of the Company’s restricted common stock to a consultant for investor relations services for nine months. The shares were valued at $0.0065 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $6,500 during the nine months ended September 30, 2013. These shares were accrued in common stock issuable at September 30, 2013 as the shares were not issued yet.

 

During July, 2013, the Company granted a total of 23,000,000 shares of the Company’s restricted common stock to four consultants for investor relations and consulting services for a term from six months to one year. The shares were valued at $0.0047 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $108,100 during the nine months ended September 30, 2013. These shares were accrued in common stock issuable at September 30, 2013 as the shares were not issued yet.

 

 

5.     Subsequent Events

 

During October, 2013, the total of 24,000,000 shares of the Company’s restricted common stock previously granted to consultants was issued.

 

During October, 2013, the Company issued a total of 19,000,000 shares of the Company’s restricted common stock to officers and employees for services. The shares were valued at $0.0091 per share, the closing price of the stock on the date of grant.

 

During October, 2013, the Company issued a total of 4,500,000 shares of the Company’s restricted common stock to three consultants for the consulting services that have been rendered. The shares were valued at $0.0091 per share, the closing price of the stock on the date of grant.

 

During November, 2013, the Company issued 8,000,000 shares of the Company’s common stock to two subscribers at a price per share of $0.005 for total proceeds of $40,000.

 

 
8

 

 

Financials and Footnotes

 

DMH INTERNATIONAL, INC.

 

DMH International, Inc. is referred to hereinafter as “we”, “us” or “our”

 

Forward Looking Statements

 

This Quarterly Report on Form 10-Q for the period ending September 30, 2013, contains forward-looking statements that involve risks and uncertainties, as well as assumptions that if they never materialize or prove incorrect, could cause our results of to differ materially from those expressed or implied by such forward-looking statements. The words or phrases "would be," "will allow, "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward-looking statements." We are subject to risks detailed in Item 1(a).  All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including: (a) any projections of revenue, gross margin, expenses, earnings or losses from operations, synergies or other financial items; and (b) any statements of the plans, strategies and objectives of management for future operations; and (c) any statement concerning developments, plans, or performance. Unless otherwise required by applicable law, we do not undertake and we specifically disclaim any obligation to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Introduction

 

The Company was incorporated in the state of Florida on March 26, 2010.  In anticipation of a business combination, in December 2012, we entered into the merger agreement with Touch Medical Solutions, Inc., whereby we assumed TMSI’s business operations. We are currently in the business of developing and bringing to market a suite of medical software products.  Our principal executive offices are located at 12502 West Atlantic Blvd., Coral Springs, Florida.

 

We have never been the subject of a bankruptcy, receivership or similar proceeding.  Additionally, apart from the merger discussed herein, we have never been the subject of a material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.

 

In 2009, we began prototyping a Picture Archiving and Communication System (“PACS”) solution for market exploration.  In July 2010, we were accepted as a Wake Forest University Demon Incubator startup company.

 

In January 2013, we signed an exclusive agreement with MyDICOM, LLC and ChangZhou Wealth Information & Technology Co. Ltd to provide product development, deployment and support. The agreement allows us to continually improve our product offerings while managing our expenses. The engineers and employees of MyDICOM and ChangZhou Wealth Information & Technology Co. Ltd will function as a de facto arm of the company in supplying the contractual support. In May of 2013, we terminated the agreement with MyDICOM.

 

In October 2013 we announced a definitive Letter of Intent to merge with the Virtual Physician's Network (VPN), a mobile healthcare business applications company offering the first fully integrated virtual event and professional networking platform combined with proprietary practice building tools for surgeons, healthcare professionals and medical vendors. Virtual Physician's Network provides this through the Virtual Physician's Network mobile app available in the App store (Apple devices), Google Play (Droid devices) and on their web based application. The merger is expected to be completed by the end of the current year.

 

Operating Strategy

 

Management is of the opinion that the leaders of the technology market as a whole are beating their competitors by presenting a more effective end user experience and fulfillment of base requirements.  We believe that products were judged by the number of features they offer; however, there has been an increasing trend towards not providing the greatest number of features, but rather to provide a simpler user interface than its competitors combined with a solid product workflow.  We will attempt, as a medical device provider, to offer products that are user friendly and which have a core workflow that clients can easily implement and use.  We believe that a goal of applying our product ideas efficiently will allow our customers to maintain high medical standards to help them to grow in their own individual markets.   

 

 
9

 

 

With a growing PACS market and an emergent Electronic Medical Record (“EMR”) market, we plan to provide a technically advanced but cost effective combined solution to medical practices that have been largely ignored by existing vendors.  We will offer as a primary foundation technology, a digital imaging and communications in medicine (“DICOM”) viewer on innovative hardware, a fully Certification Commission for Healthcare Information Technology (“CCHIT”) certified EMR solution, and safe and efficient storage of diagnostic images both as individual clinical assets and as parts of a larger enterprise.  

 

Our goal is to bring a fully integrated PACS/RIS/EMR package to market within a realistic timeframe in order to meet FDA and the American Recovery and Reinvestment Act of 2009 (“ARRA”) standards, starting with an innovative EMR framework as a basis for future product expansions.   The stated project goal is to begin marketing a combined PACS/RIS/EMR solution by the end of 2013 under our brand (during qualification and certification, aka “pre-market”, expected by October, 2013).  With a CCHIT qualified EMR fully integrated with TouchPACS, we will be qualified for ARRA reimbursement.

 

The PACS will support the DICOM v3 standards for both communication and visualization as a solution, a scope of service contained within the boundaries of the total TouchEMR package.  PACS is being modularized this way in order to allow for other such future standards/relational forks as laboratory control or inpatient expansion.  PACS will be deemed as v1 complete upon clearance of Food and Drug Administration (“FDA”) Class2 certification with all parts intact, and EMR v1 will be considered v1 complete on receiving CCHIT certification.  PACS/EMR will be implemented to include all necessary hardware and configuration for a customer, such that our expected target audience is considered “computer illiterate” and will not be expected to provide implementation equipment independently.  To that end, simplification of very complex workflow and diagnostic processes is a central focus within our developed interfaces.  We propose that smart implementation of clinical software as a workflow client/server process will allow us to market both products (PACS and EMR) as either standalone or paired.   

 

Technology

 

Over the next 18 months Touch Medical Solutions plans:

To market both individually and combined as a full Practice Management suite the following products:

 

TouchERP - Medical Enterprise Resource Planning (“Medical Enterprise RP”) – Will be (is) designed for a complete solution to various business sectors, including healthcare. A combination of products providing Clinical Management, Resource Management, Financial Management, and a Practice Information System, that are critical to the medical practices in today’s healthcare industry.

 

TouchPMS – Practice Management Suite – This is a category of software that deals with the day-to-day operations of a medical practice. Such software frequently allows users to capture patient demographics, schedule appointments, maintain lists of insurance payers, perform billing tasks, and generate reports.

 

TouchEMR – Electronic Medical (Health) Record – This is a locally kept copy of the patient health information located at each applicable healthcare provider, which can then be merged with the central EHR record as diagnostic information changes.  This record can be kept in any applicable form, as long as it contains the basic pieces of information necessary to resynchronize with a central provider.

 

TouchRIS–Radiology Information System – This is a computerized database used by radiology departments to store, manipulate and distribute patient radiological data and imagery. The system generally consists of patient tracking and scheduling, result reporting and image tracking capabilities. RIS complements HIS (Hospital Information Systems) and is critical to efficient workflow to radiology practices.

 

 
10

 

 

TouchPACS – Picture Archiving and Communications Systems - In medical imaging, PACS have been developed to provide economical storage, rapid retrieval of images, access to images acquired with multiple modalities, and simultaneous access at multiple sites.

 

TouchPHR – Personal Health Record – This is an abstract definition of copies of patient electronic health record information, such as radiology studies or lab results, which are provided to a clinic by a patient in electronic form.  This is relative to any type of portable copy device, such a CDR or USB, and defines import and export guidance for merging copies into a local (practice level) EMR.

 

TouchTranscription – Integrates voice recording and digital scripting into the patient record.

 

TouchPaperlessOffice – Through the use of a Paperless Office Solution, medical providers can store, index, search, retrieve, and modify all aspects of a patient’s medical records to provide a paperless office that can eliminate bottlenecks in a patient work flow.

 

Our potential for success will depend upon our ability to:  

 

(i)  develop project synergy where our products are designed for projects to work both independently as well as in a multiple product suite;

 

(ii) develop enhanced workflow and customization by creating a system workflow that will adopt an existing practices workflow as opposed to the practice needing to change their process and ideology based on the systems constraints. While the main portions of the software suite must be standardized, customization will be allowed to accomplish individual practice goals; and

 

(iii)  Training – All our customers will receive training before, during, and after implementation to fully understand how the systems are designed to be used.   

 

PACS

 

In the 1st quarter of 2013, we began to market our Enterprise PACS system (TouchPACS) at a competitive price point.  The focus of TouchPACS is to keep hardware and subscription costs affordable, making it an option for any size or type of clinical practice.  In addition to a traditional PACS system on-site, TouchPACS will also offer offsite content storage, automated backup solutions, and remote software access via a web based portal product. These traditionally have been separate offerings and have represented a significant integration challenge for the small to mid-sized medical practice.   We plan that TouchPACS will also provide the ability to link multiple offices, providing practices the ability to have a single system supporting all sites in which they practice.

 

Clinical Trial Management

 

In the 3rd quarter of 2014, we plan to launch a Clinical Trial Management Solution or Laboratory Information System (TouchCT). Both the Clinical Trial Management Solutions and the TouchEMR product share many core requirements offering an opportunity to expand functionality of the TouchEMR product to satisfy trial management needs.  An electronic Clinical Trial Management system can provide service to drug development and medical research companies who are in the process of bringing clinical products to market in a newly regulated (by government mandate, required by 2014) drug certification process.

 

Form Factor

 

Our products will offer multiple suite configurations to fit customer needs. We will offer both traditional wall- mounted displays as well as portable laptops and tablet computers.  

 

Management is of the opinion that having a portable solution will be most useful for physicians who treat patients in multiple locations as well as for other situations where the flexibility of being mobile is required.

 

 
11

 

 

We will also provide a web based DICOM viewer that will allow image presentation on smartphones including:

 

(i)  iPhones

(ii)  BlackBerry

(iii) Android, and

(iv) other Operating Systems

 

but these will be used for preliminary diagnostics only (wet read), as such devices must be FDA Class-3 approved by equipment manufacturers in order to be used for final reads in a clinical setting.

 

Our systems will offer a touch screen display allowing easy manipulation of images without the need to sit at a workstation with a mouse and keyboard except where this is clinically required. Utilizing modern touch screen interface technology will be attractive to physicians who want to be ahead of the technology curve, or where a physician or physician assistant will be more effective without being tied to a keyboarded workspace.

 

For fully integrated PACS consumers, a multi-monitor diagnostic station solution will be used to assure full conformance with DICOM and diagnostic imaging standards.

 

Standards

 

DICOM Standard

 

Our imaging solutions are based on the DICOM medical imaging standard, as the service is compatible with virtually every digital imaging modality and PACS in use today. This makes it a solution for orthopedists, obstetricians, family practice physicians, dentists, and chiropractors, in addition to the traditional radiology market.  Increasingly, small non-radiological clinics make limited use of imaging as part of their everyday practice; we will provide a simplified, but industrial quality, answer to their software needs.

 

Platform

 

We will rely on Microsoft technologies as the backbone of our systems.  By utilizing the Microsoft Visual C# development tools, and the Microsoft Visual Studio .NET 2008/2010 development environments, management is of the opinion that TouchPACS will be able to leverage Microsoft’s extensive coding library and features, and to provide an assured vendor as a foundation technology partner for our customers.  We will use Microsoft Team Foundation Server to enforce an Agile software development and design philosophy.  This philosophy emphasizes close collaboration between the programmer team and business experts, face-to-face communication, frequent delivery of new deployable business value and tight, self-organizing teams.

 

DICOM Viewer

 

We will provide a DICOM viewer offering advanced layering, image manipulation and other features that are typically used in large-scale implementations. By utilizing touch screen technology, we will provide a feature to a physician looking to demonstrate technology advancement to its patients.  We will seeking FDA Class-2 certification for diagnostic imaging modality classifications, and will publish a formal DICOM conformance statement as a function of the development process.   We are not seeking certification for use with Digital Mammography (“MG”) during stage one development, but will seek to display high resolution MG in a non-diagnostic format.   The viewer product typically will deploy as a multi-monitor diagnostic station, and a touch-based tablet application, and will include a module for internet-based reading as part of the EMR portal project that we are attempting to develop.

 

Workflow Clients

 

We will provide support to our clients; in addition to DICOM PACS stations, for supporting medical records as a foundation of our product suite, including but not limited to:

  (i) transcription,

 (ii) management,

(iii) paperless workstation, and

(iv) export and reporting clients.   

 

 
12

 

 

The clients’ products will be designed to work within the touch-based format or touch-assisted in cases like transcription, and are intended to be deployed on our branded encapsulated workstations and tablets.

 

Servers

 

TouchPACS has products to serve both Health Level 7 (“HL7”), a standard for exchanging information between medical applications and DICOM formatted messages natively, and allows for implementations to be unified to a central server or split into multiple servers, based on the scale needs of each customer.  TouchPACS is also developing web based portal system to allow for patient scheduling, non-diagnostic review, referring physician review, and remote diagnostic reading capabilities.  The web portal system will be implemented in a compatible way with both DICOM and HL7 needs in mind, allowing for a PACS web product to be developed concurrently with the EMR web product.

 

Critical Accounting Policies and Estimates

 

Our condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) applied on a consistent basis.  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, the 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.

 

We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements.  In general, management’s estimates are based on historical experience, information from third party professionals, and various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management under different and/or future circumstances.

 

We believe that our critical accounting policies and estimates include our ability to continue as a going concern, revenue recognition, accounts receivable and allowance for doubtful accounts, inventory obsolescence, accounting for long-lived assets and accounting for stock based compensation.

 

Ability to Continue as a Going Concern:  Our ability to continue as a going concern is contingent upon our ability to secure additional financing, increase ownership equity, and attain profitable operations.  In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate.

 

Revenue Recognition: In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Provision for sales returns will be estimated based on the Company's historical return experience.

 

Accounts Receivable and Allowance for Doubtful Accounts: Our accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. In determining collectability, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowances.

 

Long-Lived Assets: The carrying value of long-lived assets is reviewed annually and on a regular basis for the existence of facts and circumstances that may suggest impairment. If indicators of impairment are present, we determine whether the sum of the estimated undiscounted future cash flows attributable to the long-lived asset in question is less than its carrying amount. If less, we measure the amount of the impairment based on the amount that the carrying value of the impaired asset exceeds the discounted cash flows expected to result from the use and eventual disposal of the impaired assets.

 

 
13

 

 

Derivative Financial Instrument: We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, we use the Black-Scholes option pricing model to value the derivative instruments at inception and subsequent valuation dates. For complex embedded derivatives, we use a Dilution-Adjusted Black-Scholes method to value the derivative instruments at inception and subsequent valuation dates. 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. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

 

Share-Based Compensation: We record share-based compensation in accordance with FASB ASC 718, Stock Compensation. FASB ASC 718 requires that the cost resulting from all share-based transactions are recorded in the financial statements over the respective service periods. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. FASB ASC 718 also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions.

 

Results of Operations

 

Comparison of Three Months Periods Ended September 30, 2013 and September 30, 2012

 

Operating Revenues

 

Operating revenues since the Company’s inception has been $nil.  

 

Operating Expenses and Net Loss

 

During the three months ended September 30, 2013, the Company incurred operating expenses of $170,310 compared with $15,731 during the three months ended September 30, 2012.  The increase in operating expenses was attributed to an increase in professional fees of $149,650 and a general increase of $4,929 in general and administrative expenses.

 

For the three months ended September 30, 2013, the Company recorded a net loss of $184,419 compared with $26,182 for the three months ended September 30, 2012.  In addition to operating expenses, the Company incurred $14,109 of imputed interest during the three months ended September 30, 2013, compared with $10,451 during the three months ended September 30, 2012 relating to imputed interest at 8% per annum on related party loans.

 

Comparison of Nine Months Periods Ended September 30, 2013 and September 30, 2012

 

Working Capital

 

   

September 30,

2013

$

   

December 31,

2012

$

 

Current Assets

    3,408       64  

Current Liabilities

    927,714       943,649  

Working Capital (Deficit)

    (924,306

)

    (943,585

)

 

 
14

 

 

Cash Flows

 

   

Nine Months ended

September 30,

2013

$

   

Nine Months ended

September 30,

2012

$

 

Cash Flows from (used in) Operating Activities

    (214,752

)

    (101,463

)

Cash Flows from (used in) Financing Activities

    218,096       101,472  

Net Increase (decrease) in Cash During Period

    3,344       9  

 

Operating Revenues

 

Operating revenues since the Company’s inception has been $nil.  

 

Operating Expenses and Net Loss

 

During the nine months ended September 30, 2013, the Company incurred operating expenses of $668,321 compared with $45,781 during the nine months ended September 30, 2012.  The increase in operating expenses was attributed to an increase in professional fees of $603,620 and a general increase of $18,920 in general and administrative expenses.

 

For the nine months ended September 30, 2013, the Company recorded a net loss of $710,816 compared with $76,574 for the nine months ended September 30, 2012.  In addition to operating expenses, the Company incurred $42,495 of imputed interest during the nine months ended September 30, 2013, compared with $30,793 during the nine months ended September 30, 2012 relating to imputed interest at 8% per annum on related party loans.

 

Liquidity and Capital Resources

 

As at September 30, 2013, the Company’s cash and total asset balance was $3,408 compared to $64 as at December 31, 2012.

 

As of September 30, 2013, the Company had total liabilities of $927,714 compared with total liabilities of $943,649 at December 31, 2012.  The decrease in liabilities is attributed to the net decrease in related party loans due to repayments made as a result of proceeds received in advance from a private placement on May 1, 2013.

   

As of September 30, 2013, the Company had a working capital deficit of $924,306 compared with a working capital deficit of $943,585 as of December 31, 2012.  The decrease in the working capital deficit is attributed to lower related party loans due to funds received in advance from a private placement on May 1, 2013.

 

Going Concern

 

Our ability to continue as a going concern is contingent upon our ability to secure additional financing, increase ownership equity, and attain profitable operations.  In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate.

 

Uncertainties and Trends

 

Our operations and possible revenues are dependent now and in the future upon the following factors:

 

  

Whether we successfully develop and commercialize products from our research and development activities.

 

  

If we fail to compete effectively in the intensely competitive medical software area, our operations and market position will be negatively impacted.

 

  

If we fail to successfully execute our planned partnering and out-licensing of products or technologies, our future performance will be adversely affected.

 

 
15

 

 

  

The recent economic downturn and related credit and financial market crisis may adversely affect our ability to obtain financing, conduct our operations and realize opportunities to successfully bring our technologies to market.

 

  

Software industry related litigation is substantial and may continue to rise, leading to greater costs and unpredictable litigation.

 

  

If we fail to comply with extensive legal/regulatory requirements affecting the medical software industry, we will face increased costs, and possibly penalties and business losses.

 

Off-Balance Sheet Arrangements

 

We have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under whom we have:

 

  

An obligation under a guarantee contract.

     

  

A retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets.

     

  

Any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument.

     

  

Any obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by us and material to us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with us.

   

We do not have any off-balance sheet arrangements or commitments (other than the potential effect of certain legal contingencies) that have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

As of September 30, 2013, we carried out an evaluation under the supervision and the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of September 30, 2013, as defined in Rule 13a-15 under the Securities Exchange Act of 1934 (“Exchange Act”).  Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, because of the material weaknesses in internal control over financial reporting discussed in Section 9A of our annual report on Form 10-K, our disclosure controls and procedures were not effective, at a reasonable assurance level, as of September 30, 2013. In light of this, we performed additional post-closing procedures and analyses in order to prepare the Condensed Consolidated Financial Statements included in this report. As a result of these procedures, we believe our Condensed Consolidated Financial Statements included in this report present fairly, in all material respects, our financial condition, results of operations and cash flows for the periods presented.  A control system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with the company have been detected.

 

 
16

 

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer, who also acted as our Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

During the third quarter we continued the enhancement of our internal controls. Otherwise, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the quarter ended September 30, 2013 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any pending legal proceedings where any officer, director, affiliate of owner of 5% or more of our common stock is adverse to us or where the amount of damages claimed, exclusive of interest and costs, exceeds ten percent of our current assets. Pursuant to the terms of the Merger, responsibility for any liability emerging from our pre-merger business relies wholly with our pre-merger management.

 

Item 1A.  Risk Factors

 

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

 

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

 

In connection with the Acquisition, the previous shareholders of TMSI received 25,000,000 shares of Company’s common stock.  The 25,000,000 shares of our common stock which were issued to the shareholders as of the effective date of the Acquisition, were not registered under the Securities Act of 1933, as amended, but were issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and/or Regulation D promulgated under the section, which exempts transactions by an issuer not involving any public offering.

 

During April 2013, the Company issued a total of 20,000,000 shares of the Company’s restricted common stock to two consultants for investor relations and marketing services.

 

On May 1, 2013, the Company issued 31,500,000 shares of the Company’s common stock to a subscriber at a price per share of $0.01 for total proceeds of $315,000 which was received as during January and March 2013.

 

During June and July, 2013, the Company granted a total of 24,000,000 shares of the Company’s restricted common stock to four consultants for investor relations and consulting services for a term from six months to one year. These shares were issued in October 2013.

 

 
17

 

 

During October, 2013, the Company issued a total of 19,000,000 shares of the Company’s restricted common stock to officers and employees for services. The shares were valued at $0.0091 per share, the closing price of the stock on the date of grant.

 

During October, 2013, the Company issued a total of 4,500,000 shares of the Company’s restricted common stock to three consultants for the consulting services that have been rendered. The shares were valued at $0.0091 per share, the closing price of the stock on the date of grant.

 

During November, 2013, the Company issued 8,000,000 shares of the Company’s common stock to two subscribers at a price per share of $0.005 for total proceeds of $40,000.

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosure

 

Note applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit No.

  

Title

31.1

  

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  

  

  

32.1

  

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 

 
18

 

 

SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  

  

DMH INTERNATIONAL, INC.

  

   

Registrant

 

  

  

  

  

Dated:  November 21, 2013

  

/s/ Rik J. Deitsch

  

  

  

Rik J. Deitsch

  

  

  

Chief Executive Officer

  

  

  

  

  

Dated:  November 21, 2013

  

/s/ Jason Barry

  

  

  

Jason Barry

  

  

  

Chief Financial Officer

  

 

 

 

 

19