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EX-31.1 - CERTIFICATION - AMERICAN LASER HEALTHCARE Corpalhc_ex31z1.htm
EX-32.1 - CERTIFICATION - AMERICAN LASER HEALTHCARE Corpalhc_ex32z1.htm

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-K

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended September 30, 2013

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from             to             

 

Commission files number _________

 

AMERICAN LASER HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)

 

BIOLASER TECHNOLOGY INC.

(Former Name of Registrant)

 

Delaware

 

45-5985655

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

1 Technology Drive, Suite I-807, Irvine, CA

 

92618

(Address of principal executive offices)

 

(zip code)

Registrant's telephone number, including area code:

 

949/873-8899

 

Securities registered pursuant to Section 1 2(b) of the Act: None

 

Securities registered pursuant to Section 1 2(g) of the Exchange Act:

 

Common Stock, $0.0002 par value per share

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

¨ Yes     x No                                       

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

¨ Yes     x No                                       

 

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.

 

x Yes     ¨ No                                       

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

x Yes     ¨ No                                       

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 

x 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. See the definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large Accelerated filer  ¨

Accelerated filer                   ¨

Non-accelerated filer     ¨

Smaller reporting company  x

(do not check if 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     x No                                       

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

 

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

 

 

 

Outstanding at

 

Class

 

January 14, 2014

 

 

 

 

 

Common Stock, par value $0.0002

 

 

9,349,500

 

 

 

 

 

 

Documents incorporated by reference:

 

 

None

 

 

 

 

 

TABLE OF CONTENTS

 

 

PART I

 

Item 1:

Business

4

Item 2:

Properties

6

Item 3:

Legal Proceedings

6

Item 4

Remove and Reserve

6

 

PART II

 

Item 5:

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

7

Item 6:

Selected Financial Data

7

Item 7:

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

8

Item 8:

Financial Statements and Supplementary Data

10

Item 9:

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

10

Item 9A

Controls and Procedures

11

Item 9B:

Other Information

12

 

PART III

 

Item 10:

Directors, Executive Officers and Corporate Governance

13

Item 11:

Executive Compensation

15

Item 12:

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

16

Item 13:

Certain Relationships and Related Transactions, and Director Independence

16

Item 14:

Principal Accounting Fees and Services

17

 

PART IV

 

Item 15:

Exhibits, Financial Statement Schedules

18

 

3

 

 

PART I

 

Item 1. Business

 

American Laser Healthcare Corporation (formerly Amberwood Acquisition Corporation (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 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 president of the Company was the president, director and shareholder of Tiber Creek Corporation. Tiber Creek Corporation assists companies in becoming public reporting companies and with introductions to the financial community. To become a public company, Tiber Creek Corporation may recommend that a company file a registration statement; most likely on Form S-1, or alternatively that a company first effects a business combination with the Company and then subsequently files a registration statement. A company may choose to effect a business combination with the Company before filing a registration statement as such method may be an effective way to obtain exposure to the brokerage community.

 

On February 23, 2012, the shareholders of the Corporation and the Board of Directors unanimously approved the change of the Company's name to BioLaser Technology Inc. and filed such change with the State of Delaware and filed a Form 8-K with the Securities and Exchange Commission.

 

On March 16, 2012, the shareholders of the Corporation and the Board of Directors unanimously approved the change of the Company's name to American Laser Healthcare Corporation and filed such change with the State of Delaware and filed a Form 8-K with the Securities and Exchange Commission.

 

The Company has successfully acquired certain assets from a private LLLT company having an approved device and methodology patent, and insurance reimbursement code approvals on July 23, 2012 with the issuance of 75 million shares of ALH common stock. The patented devise also had US FDA cleared through Amest Corporation who owns the FDA clearance with 510k registration K030275.

 

The Company registered its common stock on September 21, 2011, a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.

 

On March 27, 2012, the following events occurred which resulted in a change of control of the company:

 

 

1.

The Company redeemed an aggregate of 97,500,000 of the then 100,000,000 shares of outstanding stock at a redemption price of $.00002 per share for an aggregate redemption price of $1,950.


 

2.

The then current officers and directors resigned.


 

3.

On March 27, 2012, David Janisch and James Djen were elected as directors of the Company; David Janisch was appointed President, Secretary and Treasurer.

 

As of September 30, 2013, the Company had generated $70,000 in revenues. For the year ended September 30, 2013, the Company had incurred a net loss of $776,811 and had an accumulated deficit of $857,012.  The Company has filed S-1 with the SEC in July 2, 2013 and received a comment letter back from the SEC regarding this filing.  Management is in the process of addressing and responding to these comments.

 

4

 

 

The Company intends to establish a training program for medical professionals in the use of the device and methodology. In addition, the Company is planning to sell primarily through distribution to nursing homes and in-home-health-services providers domestically, and generated initial sales in September 2013. 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’s first focus was nursing homes that bill for pain management services and in-home healthcare service providers where reimbursement for pain management is also possible.

 

Nursing homes are monitored for the occurrence of pressure wounds and are likely adopters of this technology. The simplicity and effectiveness of the treatment regime for pressure wounds is expected to lead to additional sales.

 

The Company will develop a product road map that will sequence the many different treatment protocols of the LLLT system. The multiple product offerings that are additional to those offered at launch, will multiply the Company’s revenue opportunities at a rate limited only the Company’s ability to obtain additional FDA clearances. Further, the Company may make targeted acquisitions of businesses that complement the Company’s customer profiles and/or product offering.

 

Nursing Homes

 

According to the Centers for Disease Control, there were 15,690 nursing homes in the U.S. with a total of 1.7 million beds in 2010. The average home has about 108 beds with an occupancy rate of about 86%. About 88% of those are certified by Medicare. Approximately 54% are operated as part of a chain while the balances are independently operated.

 

Residents of these homes have disorders that can be improved by using the MB-System. Specifically, 22.7% report pain and of those 78% had a ProReNata (as needed) order for a pain medication, 49.8% had a standing order for pain medication and 29.3% use non-pharmacological means for dealing with pain.

 

Recast in the context of an individual nursing home (93 occupied of 108 total beds), those statistics would be 27 non-pharmacological, 46 for standing drug orders and 72 those with PRN orders per home. At an average treatment course of three times per week for one month, and a single course of therapy each patient, a total of 864 treatments would generate $30K in reimbursements in the first year.

 

In addition, 10.7% of all nursing home patients have some form of pressure wounds. As nursing homes are monitored, in part, on their ability to treat pressure ulcers, the MB-System can be invaluable.

 

If ALHC sells an average of two machines per facility, the company would need to capture about 1.5% of all nursing homes to achieve its Year 1 goals, 2.7% to achieve Year 2 goals and 4.9% to achieve Year 3 goals. These numbers represent total revenue goals for the company.

 

Home Health Care Providers (HHCP)

 

Due to the nature of home bound patients, the uses of the MB-System for palliative and pressure wound care would likely be higher than in nursing homes. In 2011, about 12 million people received 428 million in home medical visits from about 35,000 provider companies.

 

Since many of these organizations employ medical technicians and/or licensed vocational nurses to deliver services to their patients, delivery of treatment using the MB-System could be easily accomplished.

 

 For ALHC to achieve its Year 1 – 3 goals, at one machine per HHCP, it would need to capture 1.4%, 2.4% and 4.4% of this market and represent total revenue goals.

 

5

 

 

The Company has commenced a private offering of its securities pursuant to Regulation D of the Securities Act of 1933, starting August 1, 2012. The Company is offering for sale up to 1,000,000 shares of its common stock (the "Shares") at an offering price of $1.00 per Share for an aggregate of $1,000,000.

The Company has investment from PPM total $339,500 as of September 30, 2013.

 

The Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern. The Company recently exited the development stage and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with the Company.

  

Item 2. Properties

 

The Company has no properties and at this time has no agreements to acquire any properties. During period covered by this Report, the Company leased an office located in Irvine, California on a month to month basis at $2,904 per month.

 

Item 3. Legal Proceedings

 

The Company is named in a lawsuit entitled Cadovimex-USA GJ Trade Corporation v. ALH, et. al., pending in Orange County Superior Court, case number 30-2013-00676455-CU-FR.CJC.  In the lawsuit it is alleged that the Company conspired with others to defraud a creditor of a California corporation called Mac Beam, Inc.  It is alleged that the Company received all property of Mac Beam, Inc. without paying compensation for it, and that the purpose of the transfer was to render Mac Beam, Inc. unable to pay a judgment held against it by Cadovimex-USA GJ Trade Corp.  Thus, as relevant to the Company, Cardovimex-USA GJ Trade Corp seeks to hold the Company liable for the amount of the aforementioned judgment, general, special and punative damages, costs and attorney’s fees.

However, the underlying judgment was fully reversed by Division Three of the Fourth District Court of Appeal of California on December 13, 2013 in a non-published decision, case number G047387.  Accordingly, it is anticipated that the current claims will eventually be dismissed because once the Appellate Court decision becomes final for all purposes and the remittitur issues, there will no longer be a judgment to enforce.  Barring matters such as Cadovimex-USA GJ Trade Corp seeking review by the California Supreme Court, it is anticipated that the decision will become final on or about February 11, 2014.

 

Item 4. Remove and Reserve

 

Not applicable.

 

6

 

 

PART II

 

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

There is currently no public market for the Company's securities.

 

At such time as it qualifies, the Company may choose to apply for quotation of its securities on the OTC Bulletin Board.

 

The OTC Bulletin Board is a dealer-driven quotation service. Unlike the Nasdaq Stock Market, companies cannot directly apply to be quoted on the OTC Bulletin Board, only market makers can initiate quotes, and quoted companies do not have to meet any quantitative financial requirements. Any equity security of a reporting company not listed on the Nasdaq Stock Market or on a national securities exchange is eligible.

 

As such time as it qualifies, the Company may choose to apply for quotation of its securities on the Nasdaq Capital Market.

 

In general there is greatest liquidity for traded securities on the Nasdaq Capital Market and less on the OTC Bulletin Board. It is not possible to predict where, if at all, the securities of the Company will be traded.

 

The Company is authorized to issue 100,000,000 shares of common stock, of which 9,299,500 shares were outstanding as of September 30, 2013, and 20,000,000 shares of preferred stock, of which none was issued and outstanding as of September 30, 2013.

 

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 67,500 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 until the shares were issued.


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 until the shares were issued.


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 until the shares were issued.


On July 1, 2013, the Company received $24,000 through a Private Placement Offering.  The common shares issuable at a price of $1.00 per share for a total of 24,000 common shares were recorded in other current liabilities until the shares were issued.


On July 16, 2013, the Company received $12,000 through a Private Placement Offering.  The common shares issuable at a price of $1.00 per share for a total of 12,000 common shares were recorded in other current liabilities until the shares were issued.


On July 23, 2013 common shares were issued at a price of $1.00 per share for a total of 10,000 common shares in exchange for $10,000 worth of consulting expenses.


On July 31, 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 until the shares were issued.


On September 6, 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 until the shares were issued.


.

Item 6. Selected Financial Data.

 

Not applicable.

 

7

 

 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Results of Operations

 

We have recently exited our development stage and have only generated $70,000 in revenue to date.

 

We incurred operating expenses of $837,653 and $74,203 for the year ended September 30, 2013 and nine months ended September 30, 2012, respectively. These expenses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business. Our net loss from inception through September 30, 2013 was $857,012.

 

Our auditors have expressed their doubt about our ability to continue as a going concern unless we are able to generate profitable operations.

 

Liquidity and Capital Resources

 

Our cash balance at September 30, 2013 was $30,915. 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 equity raises including a private placement until we begin to generate more significant revenue from operations.

 

Cash provided by financing activities for the year ended September 30, 2013 was $344,255, resulting primarily from the sale of shares of common stock for $311,755.

 

The Company has two short-term notes in amounts of $100,000 due March 16, 2014 and $100,000 due December 31, 2013. The principal and interest payments for the two notes are accrued on a monthly basis.  As of the date of this filing, the note payable due on December 31, 2013 has not been paid and the Company is in negotiations with the note holder to extend the term of the note and implement a monthly payment plan to pay down the balance.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

American Laser Healthcare Corporation (formerly Amberwood Acquisition Corporation, "ALH" 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 registered its common stock on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.

 

Current Developments

 

On April 28, 2012, the Company effected a 5-for-1 stock split of its issued and outstanding common stock. The then 1,500,000 shares of common stock outstanding were converted to 7,500,000 shares of common stock and the par value of each share of common stock was adjusted from $0.0001 per share to $0.00002 per share.

 

In addition, on April 28, 2012, the Board of Directors approved and adopted a change in the Company's fiscal year end from December 31 to September 30 of each year.


On April 11, 2013, the Company effected a 1-for-10 reverse stock split of its issued and outstanding common stock.  The then 92,135,00 shares of common stock outstanding were converted to 9,213,500 shares of common stock and the par value of each share of common stock was adjusted from $0.00002 per share to $0.0002 per share.

 

8

 

 

The Company 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 has successfully acquired certain assets from a private LLLT company having an approved device and methodology patent, and insurance reimbursement code approvals on July 23, 2012 with the issuance of 75 million shares of ALH common stock. The patented devise also had US FDA cleared through Amest Corporation who owns the FDA clearance with 510k registration K030275.

 

The asset included all Intellectual Property Rights of US Patent number 7993381 as well as all related WIPO filing and all versions of the MacBeam BioEnergy Light Therapy System referred to in the 510(k) application numbered K030275 by Amest Corporation.

 

There are two versions of the MB Bioenergy Light Therapy Systems having FDA clearance to treat sport injuries and manage pain. The prescription-only medical device also has associated insurance reimbursement codes for these uses.

 

MB Bioenergy Light Therapy Systems are developed based on the BioEnelognen (BELG) methodology, a patented approach to the use of LLLT. By pinpointing the therapy location, varying the wavelength sent by the device and the pulses of light transmitted each second, the BELG method has found to be useful in treating many disorders. It is the unique combination of wavelength, pulse and therapy time that allows LLLT to be used for many varied medical applications by varying the depth of energy penetration, the amount of photonic energy delivered and the time span of total energy delivery. This methodology is the heart of the MB Bioenergy Light Therapy Systems advantage and not employed by any competitor.

 

The Company intends to apply for additional United States and international patents, broader FDA clearances and reimbursement codes.

 

The Company anticipates that it may work with one or more major research institutes in submitting applications for federal grants and in research and development to further explore the healing mechanisms associated with the treatment methodologies.

 

On September 25, 2013, the Company entered into a two year exclusive distributor agreement with an unrelated third party for the United States territory.  Under the terms of the agreement, the distributor has a minimum purchase commitment of $2 million for products to be delivered in the first year of the agreement.


The Company had $70,000 in sales through September 30, 2013.

 

The Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue as a going concern.

 



9

 

Critical Accounting Policies


Adopted

In June 2011, the FASB issued amended accounting guidance on the presentation of comprehensive income. The amended guidance requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The provisions were effective for the Company’s financial statements for the fiscal year beginning October 1, 2012 and the Company elected to present net income and other comprehensive income in two separate but consecutive statements. The adoption of the amended guidance did not have a significant impact on the Company’s financial statements and related disclosures.

In December 2011, the FASB issued an amendment to accounting guidance on the presentation of offsetting of derivatives, and financial assets and liabilities. The amended guidance requires quantitative disclosures regarding the gross amounts and their location within the statement of financial position. The provisions are effective for the Company’s financial statements for the fiscal year beginning October 1, 2013. The adoption of the amended guidance will not have a significant impact on the Company’s financial statements and related disclosures. 


Item 8. Financial Statements and Supplementary Data

 

The audit report issued by our independent registered public accounting firm and the audited balance sheets as of September 30, 2013 and 2012, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year ended September 30, 2013 and the nine months ended September 30, 2012, are attached hereto in PART IV.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

On October 18, 2013, the Company’s independent accountants, “JPDH & Company” or “JPDH” resigned. On October 24, 2013, the Company’s Board of Directors engaged Anton & Chia, LLP (“Anton & Chia”) as the Company’s new independent registered public accounting firm. Since October 13, 2012 (the date JPDH was engaged) and through October 24, 2013, (the date Anton & Chia was appointed), the Company did not consult Anton & Chia with respect to the application of accounting principles to any specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s Financial Statements, or any other matters or reportable events as defined in Item 304(a)(20(i)and (ii) of Regulation S-K.   Anton & Chia, the Company’s newly appointed independent accountants as of October 24, 2013 previously served as the Company’s independent accountants prior to JPDH being appointed on October 13, 2012.

 

10

 

 

 

Item 9A. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer as of September 30, 2013 (our president), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were ineffective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the company.

 

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

 

Under the supervision and with the participation of our president, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of September 30, 2013, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.

 

11

 

 

Management assessed the effectiveness of the Company's internal control over financial reporting as of evaluation date and identified the following material weaknesses:

 

Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting to be able to have appropriately designed and operating entity level controls including risk assessment; information and communication; monitoring; and financial reporting.

 

Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.

 

Lack of Audit Committee and Outside Directors on the Company’s Board of Directors:

We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

 

Management is committed to improving its internal controls and will (1) continue to assess and address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.

 

Management, including our president, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.

 

There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the fiscal year under the supervision and with the participation of the Company's principal executive officer who is also the principal financial officer. The Company recently exited the development stage and currently has limited resources. The Board and management will take appropriate action in the near future to address any deficiencies that can be material weaknesses.

  

Changes in Internal Control over Financial Reporting

 

There have been no changes in the Company's internal controls over financial reporting during its fiscal year that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

 

Item 9B. Other Information

 

Not applicable.

 

12

 

 

PART III

 

Item 10. Directors, Executive officers, and Corporate Governance

 

Directors and Executive Officers

 

As of the period of time covered by this Report, the Directors and Officers of the Company as follow:

 


 Name

Age

Position and Offices Held

Year Commenced


David A. Janisch

56

Chief Executive Officer and Director

2012

James Djen

59

Chairman of the Board

2012

Theresa Quach

41

President and Director

2012

Bia Mac

60

Chief Technology Officer and Director

2012

Tony K. Chow

64

Chief Financial Officer

2012




As of the period of time covered by this Report, the Company had no full time employees. David Janisch and James Djen were the officers and directors of the Company. Mr. Janisch, as president, secretary, treasurer and director of the Company, and Mr. Djen as Director (Chairman) of the Company, with issuance of common stock as compensation for director fees. Potential conflicts may arise with respect to the limited time commitment by management and the potential demands of the activities of the Company.

 

Management of the Company

 

David Janisch, president, secretary, treasurer and director has over 30 years' experience in the technology industry including aerospace, data storage, optical/communication semiconductors, venture capital and investment banking in both Southern California and the San Francisco, California, Bay Area. He has worked extensively with established corporations and start-ups and has held management and executive positions in marketing, business development, program management, engineering and corporate finance. Mr. Janisch built new organizations and new businesses throughout his career.

 

At Applied Micro Circuits Corporation (NASDAQ:AMCC), he worked closely with the executive staff to define the growth strategy. He then led the mergers and acquisitions efforts by performing detailed due diligence and transacting numerous deals, including the $4.5 billion purchase of MMC Networks by AMCC, the large communication semiconductor acquisition. He launched a new program management organization for disk drive development at Western Digital (NYSE:WDC), while leading the effort to acquire IBM as a new $1 billion customer. Managing worldwide cross functional teams, Mr. Janisch has traveled extensively internationally, acquiring new customers and developing or integrating new operations.

 

Mr. Janisch served as Vice President of Marketing at a Silicon Valley network processor semiconductor start-up and was involved with its sale to Future Wei Technologies (owned by HuaWei). He co-founded the semiconductor advisory practice at Pharus Advisors, a boutique investment bank in San Francisco, where he advised BitBlitz on the sale to Intersil. He also advised clients such as Infineon Technologies and the Dubai Silicon Oasis Authority. Mr. Janisch held various engineering and engineering management positions at TRW, now Northrop Grumman (NYSE:NOC) and at McDonnell Douglas, now Boeing (NYSE:BA).

 

Mr. Janisch is a champion of STEM (science, technology, engineering and math) education and advises the Board of non-profit Rocket Science Tutors. He is a member of the Penn State College of Engineering IP Mentoring Panel, is an Executive Premier Member of the Southern California Venture Network and served on the City of Laguna Niguel Investment, Banking and Audit Committee.

 

13

 

 

Mr. Janisch holds an MSEE degree in Communication Systems from the University of Southern California, an MSME degree from Cal State University, Long Beach and a BSME degree from Penn State. He also holds a California teaching credential in Mathematics from University of California, Irvine.

 

James Djen, director and Chairman of Board, serves as a director of CKI, a business consulting firm for Chinese and United States companies. Mr. Djen has served as a financial consultant for Gree Logistic, a subsidiary of the largest air conditioner manufacturer in China, a business advisor for Wisco Economic Development Co., Ltd., a subsidiary of the third largest steel mill in China, and as an advisor to Sichuan Yinfa, China listed on NASDAQ in 2008. He was also Mergers and Acquisitions Advisor for IBT, a building material developer, listed on the OTCBB.

 

Mr. Djen was also a director and investor in Info smart Technology, listed on NASDAQ in July 2006. Here he developed the first DVD recordable media manufacturer in Hong Kong in 2003, and completed a secondary offering of $35M in 2006. The company was the largest DVD and DVD recordable manufacturer in the world with 56 production lines with a cost of $2M per line.

 

Prior to Infosmart Technology, Mr. Djen was founder of Bridge Technology Inc., which was listed on NASDAQ in January 1999. The company was listed as the Forbes 69th best for five years combined growth in the US from 1998 to 2002. Bridge invented the optical mouse for which Microsoft became the first customer in 1996. The company also became a power supply system ODM for TiVo and Siemens Medical Systems, and was the exclusive IBM Storage Products distributor for China.

 

Prior to Bridge Technology, Mr. Djen was a founder of CMS Enhancement Inc., listed on NASDAQ in June 1985, and moved to the NYSE in 1987 after a total of $50M offering. Bridge Technology was the first value added PC peripheral/storage reseller in the US. The company was listed as the Forbes ninth best young company in the US in 1992, was awarded US patent # 5,440,755 in 1993, and changed the name to AmeriQuest in 1995.

 

Mr. Djen interned as a medical engineer at Sutter Memorial Hospital in Sacramento, California where he worked on the development of an early warning system for open heart surgery. He earned an MS degree in Computer Engineering from Bridgeport University, Connecticut, an MS degree in Medical Engineering, Cal State University Sacramento, and a BS degree in Electrical Engineering from National Taiwan University.

 

 

 Theresa Quach is the President and a Director of the Company.  Ms. Quach has extensive experience operating LLLT-based pain clinics.  She has planned, organized, and wrote grant proposals and ran both federal and state-funded programs. She managed successful community-awarded annual budgets for senior-citizen programs based on external audits and outstanding expectation quota. She helped to organize and launch a state-funded mental health management program for over 800 patients with a third of the patients needing bilingual assistance, producing stable and highly satisfied therapy results.  Ms. Quach was instrumental to the FDA approval for the MB-system medical equipment. She received an MS degree in Acupuncture and Oriental Medicine in 1994 and a Doctor of Science degree in OM in 1996 from South Baylor University.  She is a holder of patents, and also manages the MB Laser Clinic in Santa Ana, California.


Bia Mac is the Chief Technical Officer and a Director of the Company.  Mr. Mac was also founder of Macbeam, Inc. in June 2003, which is where he has worked since 2003.  In 2011, Mr. Mac was awarded a patent from WIPO for the LLLT medical device and BioEnelongen (BELG) methodology. From 2001 to the present, Mr. Mac has traveled worldwide and was guest speaker at many different universities and hospitals, speaking about the therapy protocols for lasers in medicine.  In 1993, the Beckman Laser Institute in California invited Mr. Mac to be part of a research program in lasers.  Mr. Mac has spent two decades of research and development in LLLT.  While developing his unparalleled knowledge in energy medicine, Mr. Mac initially led a group of scientist to design laser biomedical equipment to treat worldwide patients. He has trained many doctors worldwide during his career as a medical doctor (Vietnam), scientist, and professor. In the early 1990s, Mr. Mac has visited Harvard, MIT and Boston University with his team from the University of Poly Tech to exchange research at the Physic Department. Mr. Mac has served on the organizing committee for the research reports on laser in medicine every ten years.  He has been frequent keynote speaker and visiting professor in several international hospitals and medical science conventions and is considered a specialist and medical scholar in the area of paralysis therapy. Mr. Mac has worked with over 50 different universities in the world to exchange scientific knowledge in applied laser physics in medicine while traveling to several countries to conduct research in ten major medical fields applicable to his LLLT applications. Among those countries and regions are the United States, Europe, South America, Asia, Africa, and Australia. During the last eight years of R&D work, Mr. Mac finalized specific methodologies for treating each medical condition and has successfully demonstrated this in treating patients using his MB-systems that include twenty versions of the device, each dedicated to several medical areas for LLLT therapy, leading to FDA clearance (2004) and international patent approval for the BioEnelongen (BELG) method.  Mr. Mac was educated at the Junior Military Academy in Vietnam during 1965 through 1970.  He attended medical school from 1971 to 1975, and attended Polytech University in Vietnam from 1991 to 1995.  He is a holder of various patents.


Tony K. Chow was the Chief Financial Officer of the Company for the fiscal year ending September 30, 2013.    He has over 30 years of professional services experience in financial management consulting, financial operations (including SEC reporting and nancial/IT/J-SOX compliance), business development, client relationships management and software product development/implementations. Industries in which Mr. Chow has worked include staffing, financial services, telecommunications, medical devices, equipment manufacturing, hardware/software industries, aerospace, real estate, and oil and gas.  Since 2008 to the present, Mr. Chow has been an independent consultant working through Tony K. Chow, Inc.  Mr. Chow has been successful in managing startup, turnaround and rapid corporate growth operations using a strong team-building and personal leadership style.  Mr. Chow has comprehensive knowledge of U.S. GAAP accounting and nance principles, concepts and practices, as they apply to broad cross functional applications.  For the past 10 years, Mr. Chow was a consultant in nancial and operational management roles for domestic and international companies. Mr. Chow consulted in the areas of SEC reporting, nancial/IT/J-SOX compliance reporting, and internal/external audits on a project or interim basis. Mr. Chow was the Director of Asia Sales and Marketing at Digital Video Systems, Inc. He managed sales offices in Hong Kong, Canton, and Taipei for VCD, DVD player and DVD ROM products. He coordinated sales and marketing of Digital Video Systems products with various distributors and reps throughout Asia and Australia. Mr. Chow also managed financial reporting of Asia division in the Hong Kong office.  Previously, Mr. Chow was the Chief Financial Officer and Corporate Controller at Craig Consumer Electronics, Inc. In his capacity Mr. Chow managed finance, accounting, MIS, Human resources, sales support and domestic/international operations. At Craig Mr. Chow was able to established joint-venture agreements in China for manufacturing and repair facilities. He also was able to help Craig negotiate a new bank line of credit and other long-term debt financing. Mr. Chow was the Controller of InterTherapy, Inc., a start-up company in the manufacturing and marketing on intravasculathrer ultrasound imaging system and catheter. Mr. Chow helped raised rounds of funding at $6M. Mr. Chow position reported to the President and Board of Directors with managing responsibilities in accounting, human resources and IT of the company.  Mr. Chow received an MBA degree in Finance, Accounting and Operations Research from the University of California at Riverside in 1978. He also earned a Bachelor of Arts degree in Economics from the University of the Pacic at Stockton in 1976 and a Bachelor of Arts degree in Physiology from the University of California at Berkeley in 1972.


Effective October 17, 2013, Tony Chow submitted his resignation as Chief Financial Officer of the Company.  Mr. Chow left for personal reasons and had no disagreements with the Company


14

 

 


Code of Ethics

 

The Company has not at this time adopted a Code of Ethics pursuant to rules described in Regulation S-K. At September 30, 2013, the Company had two persons who served as the directors and officers.

 

The Company has minimal operations and only $70,000 in revenues since inception. The adoption of an Ethical Code during the period covered by this report would not serve the primary purpose of such a code to provide a manner of conduct as the development, execution and enforcement of such a code would be by the same persons and only persons to whom such code applied. Furthermore, because the Company only has minimal activities, there are minimal activities or transactions which would be subject to this code. At the time the Company enters into a business combination or other corporate transaction, the current officers and directors will recommend to any new management that such a code be adopted. The Company does not maintain an Internet website on which to post a code of ethics.

 

Corporate Governance.

 

For reasons similar to those described above, the Company did not have a nominating nor audit committee of the board of directors for the period covered by this Report. At September 30, 2013, the Company consists of four shareholders who served as the corporate directors and officers. The Company has minimal activities, and recorded $70,000 in revenues since inception. At such time that the Company enters into a business combination and/or has additional shareholders and a larger board of directors and commences activities, the Company will propose creating committees of its board of directors, including both a nominating and an audit committee. Because there are only four shareholders of the Company, there is no established process by which shareholders to the Company can nominate members to the Company's board of directors. Similarly, however, at such time as the Company has more shareholders and an expanded board of directors, the new management of the Company may review and implement, as necessary, procedures for shareholder nomination of members to the Company's board of directors.

 

Item 11. Executive Compensation

 

The following table sets forth the compensation for services rendered to us by the Company’s officers for the fiscal year ended September 30, 2013:



Name and Principal Position

 

Salary ($)

 

Bonus ($)

 

Warrants ($)

Tony Chow

$

36,900

$

7,591

$

27,604

 

 

 

 

 

 

 

Jimmy Djen

$

8,950

 

16,290

$

51,757

 

 

 

 

 

 

 

David Janisch

$

19,700

$

24,791

$

62,109

 

 

 

 

 

 

 

Teresa Quach

$

8,950

$

16,290

$

34,505

 

 

 

 

 

 

 

Bia Mac

$

8,950

$

16,290

$

17,252




15

 

 No retirement, pension, profit sharing, stock option or insurance programs or other similar programshave been adopted by the Company for the benefit of its officers and directors.  On March 5, 2013, the Board of Directors approved a resolution to draft an employee stock option plan, subject to further discussion, review and implementation by the board.  On September 20, 2013, the Board unanimously agreed to delay implementation of the stock option plan until the fiscal year ending September 30, 2014.  In lieu of the stock options to employees, the Company issued warrants to purchase common stock to employees as discussed in Note 10.


 

 The Company does not have a compensation committee for the same reasons as described above.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth, as of September 30, 2013, each person known by the Company to be the beneficial owner of five percent or more of the Company's common stock and the director and officer of the Company. The Company does not have any compensation plans and has not authorized any securities for future issuance. Except as noted, the holder thereof has sole voting and investment power with respect to the shares shown.

 

Name and Address

 

Amount of Beneficial

 

 

Percent of Outstanding

 

of Beneficial Owner

 

Ownership

 

 

Stock

 

 

 

 

 

 

 

 

Bia Mac (1)

 

 

5,040,000

 

 

 

54.2

%

4041 Glenwood Street

 

 

 

 

 

 

 

 

Irvine, California 92604

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Theresa Quach (1)

 

 

750,000

 

 

 

8.1

%

4041 Glenwood Street

 

 

 

 

 

 

 

 

Irvine, California 92604

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David Janisch

 

 

150,000

 

 

 

1.6

%

30251 Golden Lantern E408

 

 

 

 

 

 

 

 

Laguna Niguel, California 92677

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James Djen

 

 

150,000

 

 

 

1.6

%

15219 Columbus Square

 

 

 

 

 

 

 

 

Tustin, California 92782

 

 

 

 

 

 

 

 

 

 

(1)

As the holders of Macbeam asset for US patent #7993381 exclusive assignments as purchased by the Company. The Company’s issuance of common stock as payment for the asset purchase.

 

Item 13. Certain Relationships and Related Transactions and Director Independence

 

At September 30, 2013, the Company had issued a total of 9,299,500 shares of common stock pursuant to Section 4(2) of the Securities Act.

 

Tony Chow resigned as Chief Financial Officer of the Company as of October 17, 2013.

 

 

16

 

 

The Company is not currently required to maintain an independent director as defined by Rule 4200 of the Nasdaq Capital Market nor does it anticipate that it will be applying for listing of its securities on an exchange in which an independent directorship is required. It is likely that neither Mr. Janisch nor Mr. Djen would be considered independent directors if it were to do so.

 

Item 14. Principal Accounting Fees and Services

 


Audit Fees

 

The aggregate fees incurred for each of the last two years for professional services rendered by the independent registered public accounting firm for the audits of the Company's annual financial statements and review of financial statements included in the Company's Form 10-K and Form 10-Q reports and services normally provided in connection with statutory and regulatory filings or engagements were as follows:

 

Audit related fee for nine months ended September 30, 2012

 

$

7,120

 

 

 

 

 

 

Audit related fee for the year ended September 30, 2013

 

$

7,000

 

 

The Company does not currently have an audit committee serving and as a result its board of directors performs the duties of an audit committee. The board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. The Company does not rely on pre-approval policies and procedures.

 

17

 

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

FINANCIAL STATEMENTS

 

Reports of Independent Registered Public Accounting Firm

19

 

 

Balance Sheets as of September 30, 2013 and 2012

20

 

 

Statements of Operations for the year ended September 30, 2013 and the nine months ended September 30, 2012

21

 

 

Statements of changes in Stockholders' Deficit for the year ended September 30, 2013 and the nine months ended September 30, 2012

22

 

 

Statements of Cash Flows for the year ended September 30, 2013 and the nine months ended September 30, 2012

23

 

 

Notes to Financial Statements

24

 

18

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of

American Laser Healthcare Corporation


We have audited the accompanying balance sheet of American Laser Healthcare Corporation (the “Company”) as of September 30, 2013, and the related statements of operations, changes in stockholders’ deficit and cash flows for the year then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.  The financial statements of the Company as of September 30, 2012, were audited by other auditors, whose report dated February 4, 2013, expressed an unqualified opinion on those financial statements and also included an explanatory paragraph that raise substantial doubt about the Company’s ability to continue as a going concern.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  Our audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Laser Healthcare Corporation as of September 30, 2013, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has only recently generated revenues and has incurred losses from operations resulting in an accumulated deficit of $857,012 as of September 30, 2013.  The Company requires additional funds to meet its working capital requirements.  These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in this regard are described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/  ANTON & CHIA, LLP

Newport Beach, California

January 14, 2014

 

19

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and

Stockholders of American Laser Healthcare Corporation

We have audited the accompanying balance sheet of American Laser Healthcare Corporation formerly known as Amberwood Acquisition Corporation as of September 30, 2012, and the related statements of income, stockholders’ deficit, and cash flows for the nine months ended September 30, 2012. American Laser Healthcare Corporation’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Laser Healthcare Corporation as of September 30, 2012, and the results of its operations and its cash flows for the nine months ended September 30, 2012 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has had no revenues and has an accumulated loss through September 30, 2012 of $80,201.  Management's plans concerning these matters are also described in Note 2, which include the raising of additional equity financing. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


JPDH & Company

Irvine California

February 4, 2013

 

20

 


American Laser Healthcare Corporation

(Formerly Amberwood Acquisition Corporation)

BALANCE SHEETS

 

 

 

September 30,
2013

 

 

September 30,
2012

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Cash

 

$

30,915

 

 

$

71,824

 

Accounts receivable

 

 

35,000

 

 

 

-

 

Prepaid expense

 

 

10,186

 

 

 

51,250

 

Inventory

 

 

13,667

 

 

 

-

 

Total Current Assets

 

$

89,768

 

 

$

123,074

 

Machinery, equipment and furniture, net of accumulated depreciation of $5,899 and $0

 

 

26,875

 

 

 

 

Intangible assets, net of accumulated amortization of $1,000 and $0

 

 

14,000

 

 

 

15,000

 

Deposit

 

 

9,002

 

 

 

-

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

139,645

 

 

$

138,074

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

34,180

 

 

$

1,305

 

Accrued bonus

 

 

95,000

 

 

 

-

 

Accrued liabilities

 

 

16,041

 

 

 

1,839

 

Promissory note payable

 

 

200,000

 

 

 

126,000

 

Interest payable

 

 

9,250

 

 

 

3,238

 

Common shares issuable

 

 

-

 

 

 

67,500

 

Total current liabilities

 

$

354,471

 

 

$

199,882

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

$

354,471

 

 

$

199,882

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ deficit

 

 

 

 

 

 

 

 

Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Common stock, $0.0002 par value, 100,000,000 shares authorized; 9,299,500 shares issued and outstanding at September 30, 2013, and 8,950,000 shares issued and outstanding at September 30, 2012(1)

 

 

1,860

 

 

 

1,790

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

 

640,326

 

 

 

16,603

 

Accumulated deficit

 

 

(857,012)

 

 

 

(80,201)

 

Total stockholders’ deficit

 

 

(214,826)

 

 

 

(61,808)

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$

139,645

 

 

$

138,074

 

 


 

(1)

All common shares amounts and per share amounts in these financial statements, reflect the one-for-ten reverse stock split of the issued and outstanding shares of common stock of the Company, effective April 11, 2013 and the five-for-one stock split of the issued and outstanding shares of common stock of the Company, effective April 28, 2012 including retroactive adjustment of common share amounts

 

The accompanying notes are an integral part of the financial statements

 

21

 

 

American Laser Healthcare Corporation

(Formerly Amberwood Acquisition Corporation)

STATEMENTS OF OPERATIONS

 

 

 

 

 

 

January 1,

 

 

Year Ended

 

 

2012 -

 

 

September 30,

 

 

September 30,

 

 

2013

 

 

2012

 

 

 

 

 

 

Sales

 

$

70,000

 

 

$

-

Cost of sales

 

 

25,180

 

 

 

-

Gross Profit

 

 

44,820

 

 

 

-

 

 

 

 

 

 

 

 

Operating expenses

 

 

(837,653)

 

 

 

(74,203)

Loss from operations

 

 

(792,833)

 

 

 

(74,203)

 

 

 

 

 

 

 

 

Other income

 

 

23,518

 

 

 

-

Interest (expense)

 

 

(7,496)

 

 

 

(3,455)

Total other income (expense)

 

 

16,022

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(776,811)

 

 

 

(77,658)

 

 

 

 

 

 

 

 

Income taxes

 

 

-

 

 

 

1,200

 

 

 

 

 

 

 

 

Net loss

 

$

(776,811)

 

 

$

(78,858)

 

 

 

 

 

 

 

 

Loss per common share-basic and diluted

 

$

(0.08)

 

 

$

(0.00)

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding-basic and diluted(1)

 

 

9,165,974

 

 

 

6,538,005

 

 

(1)

All common shares amounts and per share amounts in these financial statements, reflect the one-for-ten reverse stock split of the issued and outstanding shares of common stock of the Company, effective April 11, and the five-for-one stock split of the issued and outstanding shares of common stock of the Company, effective April 28, 2012 2013 including retroactive adjustment of common share amounts



The accompanying notes are an integral part of the financial statements

 

22

 

 

American Laser Healthcare Corporation

(Formerly Amberwood Acquisition Corporation)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT


 

 

 

 

 

 

Common

 

 

Additional Paid-

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Stock

 

 

In Capital

 

 

Deficit

 

 

Total

 

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 (4)

 

 

700,000

 

 

 

140

 

 

 

1,260

 

 

 

 

 

 

 

1,400

 

Shares issued for asset purchase agreement (5)

 

 

7,500,000

 

 

 

1,500

 

 

 

13,500

 

 

 

-

 

 

 

15,000

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(78,858

)

 

 

(78,858

)

Balance at September 30, 2012

 

 

8,950,000

 

 

 

1,790

 

 

 

16,603

 

 

 

(80,201)

 

 

 

(61,808)

 

Shares issued from common shares issuable

 

 

67,500

 

 

 

14

 

 

 

67,486

 

 

 

 

-

 

 

67,500

 

Shares issued for promissory notes

 

 

26,000

 

 

 

5

 

 

 

25,995

 

 

 

 

-

 

 

26,000

 

Costs associated with equity raised

 

 

 

-

 

 

 

-

 

 

(1,750)

 

 

 

-

 

 

 

(1,750)

 

Shares issued for cash

 

 

246,000

 

 

 

49

 

 

 

245,956

 

 

 

-

 

 

 

246,005

 

Shares issued for services

 

 

10,000

 

 

 

2

 

 

 

9,998

 

 

 

-

 

 

 

10,000

 

Warrants issued for services

 

 

-

 

 

 

-

 

 

 

276,038

 

 

 

 

-

 

 

276,038

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(776,811)

 

 

 

(776,811)

 

Balance at September 30, 2013

 

 

9,299,500

 

 

$

1,860

 

 

$

640,326

 

 

$

(857,012)

 

 

$

(214,826)

 

 

(3) All common shares amounts and per share amounts in these financial statements, reflect the one-for-ten reverse stock split of the issued and outstanding shares of common stock of the Company, effectively April 11, 2013 and the five-for-one stock split of the issued and outstanding shares of common stock of the Company, effective April 28, 2012 including retroactive adjustment of common share amounts

(4) 3,500,000 shares issued to David Janisch as director fees, and 3,500,000 shares issued to James Djen as director fees

(5) 75,000,000 shares to Macbeam Inc., Bia Mac, and Theresa Quach for a certain asset purchase agreement

 

The accompanying notes are an integral part of the financial statements

 

23

 

 

American Laser Healthcare Corporation

(Formerly Amberwood Acquisition Corporation)

STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the period from

 

 

 

 

 

For the Year Ended

 

 

January 1, 2012 -

 

 

 

 

 

September 30, 2013

 

 

September 30, 2012

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(776,811

)

 

$

(78,858

)

 

 

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

 

 

 

 

 

 

 

 

 

 

Common Stock issued for services

 

 

10,000

 

 

 

1,400

 

 

 

Warrants issued for services

 

 

276,038

 

 

 

-

 

 

 

Depreciation and amortization

 

 

6,899

 

 

 

-

 

 

 

Change in operating assets and liabilities

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(35,000)

 

 

 

-

 

 

 

Prepaid expenses

 

 

41,064

 

 

 

(51,250)

 

 

 

Inventory

 

 

(42,447)

 

 

 

 

-

 

 

Deposits

 

 

(9,002)

 

 

 

 

-

 

 

Interest payable

 

 

6,012

 

 

 

3,238

 

 

 

Accounts payable

 

 

32,875

 

 

 

1,305

 

 

 

Accrued liabilities

 

 

109,202

 

 

 

1,439

 

 

 

Net cash (used) in operating activities

 

 

(381,170)

 

 

 

(122,726

)

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of equipment

 

 

(3,994)

 

 

 

-

 

 

 

Net cash used in investing activities

 

 

(3,994)

 

 

 

-

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of promissory notes

 

 

32,500

 

 

 

126,000

 

 

 

Cash paid for redemption of common stock

 

 

-

 

 

 

(1,950)

 

 

 

Proceeds from issuance of common stock

 

 

311,755

 

 

 

68,500

 

 

 

Net cash provided by financing activities

 

 

344,255

 

 

 

192,550

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

(40,909)

 

 

 

69,824

 

 

 

Cash at beginning of period

 

 

71,824

 

 

 

2,000

 

 

 

Cash at end of period

 

$

30,915

 

 

$

71,824

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

 

 

Interest

 

$

-

 

 

$

-

 

 

 

Taxes

 

$

-

 

 

$

-

 

 

 

Non-cash transactions:

 

 

 

 

 

 

 

 

 

 

Common stock issued for conversion of promissory notes payable

 

$

41,500

 

 

$

-

 

 

 

Machinery and equipment transferred from inventories

 

$

28,780

 

 

$

-

 

 

 

Acquisition of intangible assets with issuance of common stock

 

$

-

 

 

$

15,000

 

 

 

Common stock issued for services

 

$

10,000

 

 

$

1,400

 

 

 

 

The accompanying notes are an integral part of the financial statements

 

24

 

 

American Laser Healthcare Corporation

(Formerly Amberwood Acquisition Corporation)

Notes to the Financial Statements

 

Note 1: Nature of Operations and Summary of Significant Accounting Policies

 

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 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 a patent to an FDA cleared device with patented methodology, the MB-System, and insurance reimbursement codes to allow payment for unattended 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 September 30, 2013, has received $339,500 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.

 

Fair Value of Financial Instruments (other than Derivative Financial Instruments)

 

The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, inventory ,prepaid expenses, accounts payable, accrued liabilities and notes payable approximate fair value because of the immediate or short-term maturity of these financial instruments. For the notes payable, the carrying amount reported is based upon the incremental borrowing rates otherwise available to the Company for similar borrowings.

 

25

 

 

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.

Machinery, Equipment and Furniture

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.  

 

Loss per Common Share

 

The Company has adopted ASC 260 “Earnings Per Share”. Basic loss per common shares excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of September 30, 2013 and 2012, there are no outstanding dilutive securities.

 

Fair Value of Financial Instruments

 

FASB ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which priorities the inputs in measuring fair value. The hierarchy priorities the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

  

These tiers include:

 

 

Level 1:

defined as observable inputs such as quoted prices in active markets;

 

Level 2:

defined as inputs other than quoted prices in active markets that is either directly or indirectly observable; and

 

Level 3:

defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

 

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 generated $70,000 in revenues for the year ended September 30, 2013.


Allowance for Doubtful Accounts.  


The Company does not require collateral from its customers with respect to accounts receivable. The Company determines any required allowance by considering a number of factors, including the terms for each customer, and the length of time accounts receivable are outstanding. Management provides an allowance for accounts receivable whenever it is evident that they become uncollectible. The Company has determined that no allowance for doubtful accounts was required at September 30, 2013 and 2012.


Share-Based Compensation


The Company follows the provisions of ASC 718, Share-Based Payment, which requires all share-based payments to employees and non-employees to be recognized in the income statement based on their fair values.  The Company uses the Black-Scholes pricing model for determining the fair value of share-based compensation.


Note 2: Going Concern

 

The Company has sustained a cumulative net loss and accumulated deficit of $857,012, since inception of the Company on September 21, 2011. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties.

 

Management plans to raise additional funds for operations through a private placement that is ongoing and through September 30, 2013, the Company has raised $339,500, including $26,000 proceeds from conversion from two notes payable. The private placement is for up to $1,000,000. In addition, the Company has  generated $70,000  revenue through the sales of LLLT machines.

 

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, or successfully locating and negotiating with a business entity for the combination of that target company with the Company.

 

26

 

 

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

 

Note 3: Recent Accounting Pronouncements

 

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. 

27

 

Note 4:  Inventories


As of September 30, 2013, the Company has finished goods in inventories of $13,207 for medical devices and of $460 in accessories for the medical devices.  


Note 5: Prepaid Expenses

 

Prepaid expenses of $10,000 are for legal fees and $186 for insurance.

 

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 $28,780 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 year and normal depreciation was recorded, thus at September 30, 2013, machinery and equipment totaled $26,875.


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 period ending September 30, 2012 and has a remaining life of 15 years.

Note 8:  Research and Development Expenses

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


Note 9:  Stock Issuance


On October 25, 2012, the Company issued 67,500 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 were issued at a price of $1.00 per share for a total of 5,000 common shares.


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


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


On July 1, 2013, the Company received $24,000 through a Private Placement Offering.  The common shares were issued at a price of $1.00 per share for a total of 24,000 common shares.


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


On July 23, 2013 common shares were issued at a price of $1.00 per share for a total of 10,000 common shares in exchange for $10,000 worth of consulting expenses.


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


On September 6, 2013, the Company received $5,000 through a Private Placement Offering.  The common shares were issued at a price of $1.00 per share for a total of 5,000 common shares.


On March 5, 2013, the Board of Directors approved a resolution to draft an employee stock option plan , subject to further discussion, review and implementation by the board.  On September 20, 2013, the Board unanimously agreed to delay implementation of the stock option plan until the fiscal year ending September 30, 2014.


Note 10:  Warrants Issuance


On March 6, 2013, the Company attached 1,167,500 warrants relating to a Private Placement Memorandum (the “PPM”)  in which 2,335,000 shares of stock were issued (1 warrant issued to the PPM investor per 2 shares purchased).  The Company approved on April 11, 2013, a reverse shares split of 10 to 1 of common shares at a common share price of $1.00 per share.


Under the terms of the PPM, the Company has issued an aggregate of 339,500 units (the “Units”), consisting of 339,500 post-reverse stock split shares of common stock and 169,750 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.


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

07/1/13

24,000

12,000

07/16/13

12,000

6,000

07/31/13

10,000

5,000

09/6/13

5,000

2,500

Total

339,500

169,750


The fair value of the 116,750 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 15,000 warrants issued on April 3, 2013 was estimated to be $7,050 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 2,500 warrants issued on May 14, 2013 was estimated to be $1,125 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 5,000 warrants issued on June 12, 2013 was estimated to be $2,050 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 5,000 warrants issued on June 26, 2013 was estimated to be $1,950 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 fair value of the 12,000 warrants issued on July 1, 2013 was estimated to be $5,325 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 143%, risk free interest rate of .15% and an expected life of .68 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 6,000 warrants issued on July 16, 2013 was estimated to be $2,591 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 143%, risk free interest rate of .10% and an expected life of .64 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 5,000 warrants issued on July 31, 2013 was estimated to be $2,087 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 143%, risk free interest rate of .11% and an expected life of .59 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 2,500 warrants issued on September 6, 2013 was estimated to be $935 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 139%, risk free interest rate of .14% and an expected life of .49 years.  The proceeds from the PPM were allocated based upon the relative fair value of the warrants and common shares.


The Company issued 400,000 warrants to employees as compensation on September 30, 2013.  The fair value of the warrants issued was estimated to be $276,038 using the Black-Scholes option pricing model with the following assumptions:  dividend yield of 0%, expected volatility of 117%, risk free interest rate of .63% and an expected life of 3 years.  The warrants were recorded as salaries expense under operating expenses in the accompanying statement of operations.


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



Number of Warrants

Exercise Price

Expiration Date

169,750

$1.00

March 5, 2014

400,000

$1.00

September 30, 2016



Below is a summary of warrant activity for the year ended September 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 September 30, 2012  

---

---

---

---

Granted

569,750

$1.00

2.24

$0.63

Exercised

---

---

---

---

Expired or Cancelled

---

---

---

---

Outstanding at September 30, 2013

569,750

$1.00

2.24

$0.63

 

 

 

 

 

All warrants were fully vested upon issuance.


Note 11: Income Tax


The tax effects of temporary differences that give rise to significant portions of the deferred tax asset as of September 30, 2013and 2012 were as follows:

  

 

 

2013

 

 

2012

 

 

 

 

 

 

 

 

 

 

Noncurrent:

 

 

 

 

 

 

 

 

Deferred tax asset (liabilities)

 

 

 

 

 

 

 

 

Federal net operating loss carryforward

 

 

263,821

 

 

 

24,442

 

State net operating loss carryforward

 

 

68,593

 

 

 

6,971

 

Valuation allowance

 

 

(332,414)

 

 

 

(31,413)

 

Total

 

 

-

 

 

 

-

 


At September 30, 2013, 2012, the Company has a federal and California operating loss carry forward of approximately $779,000 and $80,000, which expire in 2033, and 2032, unless utilized. The deferred tax asset as of September 30, 2013 and 2012 was approximately $364,000 and $32,000. The deferred tax asset was primarily attributable to net operating loss carryforward. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of September 30, 2013 and 2012. and, accordingly, recorded a full valuation allowance.


Note 12: 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 through March 16, 2014. Principal and accrued interest is due on March 16, 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 year ended September 30, 2013 totaled approximately $3,000.


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 was issued to Amest Corporation prior to the completion of the transfer.


Based on the terms of the VAR agreement, the note payable to Amest Corporation was due in full as of December 31, 2013.  As of the date of this filing, the note has not been paid and the Company is in negotiations with Amest Corporation to extend the term of the note and implement a monthly payment plan to pay down the balance.


 

28

 

 

Note 13:  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 September 30, 2013, the Company has no contingent liability that is required to be recorded or disclosed.


Legal

The Company is named in a lawsuit entitled Cadovimex-USA GJ Trade Corporation v. ALH, et. al., pending in Orange County Superior Court, case number 30-2013-00676455-CU-FR.CJC.  In the lawsuit it is alleged that the Company conspired with others to defraud a creditor of a California corporation called Mac Beam, Inc.  It is alleged that the Company received all property of Mac Beam, Inc. without paying compensation for it, and that the purpose of the transfer was to render Mac Beam, Inc. unable to pay a judgment held against it by Cadovimex-USA GJ Trade Corp.  Thus, as relevant to the Company, Cardovimex-USA GJ Trade Corp seeks to hold the Company liable for the amount of the aforementioned judgment, general, special and punative damages, costs and attorney’s fees.


However, the underlying judgment was fully reversed by Division Three of the Fourth District Court of Appeal of California on December 13, 2013 in a non-published decision, case number G047387.  Accordingly, it is anticipated that the current claims will eventually be dismissed because once the Appellate Court decision becomes final for all purposes and the remittitur issues, there will no longer be a judgment to enforce.  Barring matters such as Cadovimex-USA GJ Trade Corp seeking review by the California Supreme Court, it is anticipated that the decision will become final on or about February 11, 2014.

Note 14:  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 was one year with monthly lease payment of $2,904.  The Company incurred rent expense of $35,857 for the year ended September 30, 2013. The lease was renewed for an additional one year through October 31, 2014 at a monthly rate of $2,989.  The lease is subject to renew upon expiration.  In accordance with the lease terms, the Company made a security deposit that totaled $9,002.


Note 15:  Subsequent Events


On January 10, 2014, the Company received $50,000 through a Private Placement Offering.  The common shares were issued at a price of $1.00 per share for a total of 50,000 common shares.


On November 22, 2013, the Company entered into an engineering agreement with an unrelated third party to assist in product cost reduction and new designs for existing products.  The Company will be billed a monthly retainer of $5,000 to be offset against actual costs incurred.  Final payment of unpaid charges is due upon completion of the project, expected to be four months from the date of the agreement.



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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

 

 

 

Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

NAME

OFFICE

DATE

 

 

 

/s/ James Djen

Director and Chairman

January 15, 2014

 

For the period

 

 

covered by this Report

 

 

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