SOURCE: Medical Alarm Concepts Holding, Inc

Medical Alarm Concepts Holding, Inc - 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2013

_______________________________

MEDICAL ALARM CONCEPTS HOLDING, INC.

(Exact name of registrant as specified in its charter)

_______________________________

 

Nevada

333-153290

26-3534190

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

200 West Church Road, Suite B, Kind of Prussia, PA 19406
(Address of Principal Executive Offices) (Zip Code)

(877) 639-2929
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

?

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

?

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

?

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

?

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 7.01 Regulation FD Disclosure

 

On February 8, 2013, The Company released financial results for the quarter ending December 31, 2012 (FQ2:13). Additionally, the Company updated recent disclosures.

 

This information is included in this filing as an attachment.

 

The Company is expecting to report rapid revenue growth beginning in the March 2013 quarter (FQ3:13) due to: 1) Increased sales activity with its retail partner and planned promotional activity, which is scheduled to begin during late February 2013, 2) Strong renewal contract growth associated with its retail partnership, 3) Strengthening Internet and call center generated orders and, 4) Strengthening orders from distribution partnerships.

 

Item 9.01

Financial Statements and Exhibits

 

 

(a) Financial statements of businesses acquired.

 

 

(b) Pro forma financial information.

 

 

(c) Shell company transactions.

 

 

(d) Exhibits.

 

 

 

 

 

 

 

 

Exhibit No.

Description

 

 9.1

Disclosure

 

 

Financial statements

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

Pursuant to the requirements 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.

Date:  February 11, 2013

Medical Alarm Concepts Holding, Inc.

 

By

/s/ Ronnie Adams

 

 

Name: Ronnie Adams
Title: Director and CEO

 

 

 

 

 

 

 

 

 

 

 EXHIBIT 9.1

Operational Summary and Status

We have now released updated information on our financial performance through the end of Fiscal 2012 and for the quarters ending September 2012 and December 2012.

We are especially proud to have turned our business around, recently reaching operational positive cash flow.

We are expecting 2013 to be a year of strong growth for our company.

As of the date of this disclosure, the Company is currently realizing daily growth in its Monthly Recurring Revenues (MRR) and in its equipment sales program due to continued success in the retail environment, online, in distribution channels, with new call center partners, and with international distribution partners.

Based on only the contracts the Company has currently signed, revenues exclusively from monthly monitoring contracts exceed our monthly expenses, putting the Company into a positive monthly operating cash flow position; a position, which grows in strength virtually every day. In addition to monthly monitoring contracts, the Company expects strong sales of MediPendant® products into its distribution network, which will add both additional revenues and gross margins to the income statement. 

We expect this positive monthly operating cash flow position to continue for the foreseeable future due to the high quality and expected longevity of our customer contracts. Additionally, we expect this MRR to continue to grow on a steady basis, which will allow us to report high quality, recurring profits moving forward.

The Company’s relationship with its major retail distribution partner remains strong with sales and shipments occurring on a consistent basis. The Company will be conducting two new product promotions with this retailer beginning during the month of February 2013, which will entail both e-mails and postal service promotional material delivery to the retailer’s customers.

The Company is also realizing acceleration in its international business having recently announced two European distribution partnerships. The Company also recently announced it had signed a marketing and operations agreement with JTT-EMS LTD of Shijiazhuang, China to bring the MediPendant® personal medical alarm to the People's Republic of China. We are planning an acceleration of the marketing plan with the expectation to begin marketing under this partnership over the next few months. Additionally, we are currently in negotiations with this international partner to take a significant equity stake in the Corporation. We are in process of bidding on several additional very large contracts and we have brought on additional call center functions, which we believe will further accelerate our revenue growth.

We have signed a term sheet with the Gramercy Millennium Group.  The initial $1,050,000 Series A Preferred stock investment is based on a fully diluted post-money valuation of $6,075,000.  The lead investor will also have an option to invest an additional $5.1 million within six months of closing on the same terms. We are process of evaluating this investment and will be making a decision whether or not to move forward based on the best way to maximize overall shareholder value.

Over the past few months, we have significantly improved the strength of our balance sheet by paying off the vast majority of our trade payables, increasing our working capital, improving inventory levels and consolidating all of our long-term debt. We expect further balance sheet improvements over the coming weeks and months.

 The Company expects calendar year 2013 to be one of continued growth in both MRR and distribution sales.

Over the past few months our business has experienced significant revenue acceleration, allowing us to reach operating cash flow positive status.

Medical Alarm Concepts Holding, Inc. expects to be operational cash flow positive for the full year of 2013 with this positive cash flow being based mainly on high quality recurring monthly revenues.

 

 

 

 

1)

 

Name of the issuer or its predecessors (if any)

 

Medical Alarm Concepts Holding, Inc.

 

2)

 

Address of the issuer's principal executive offices

Company headquarters:

 

200 W. Church Rd.

Suite B

King of Prussia, PA 19406

877-639-2929

Email: info@medalarmco.com

Website: www.medipendant.com

 

IR Contract:

 

Ronald Adams

200 W. Church Rd.

Suite B

King of Prussia, PA 19406

877-639-2929

Email: Ronnie@medalarmco.com

Website: www.medipendant.com

 

3)

 

Security information

 

Trading symbol: MDHI

Exact title in class of securities outstanding:

 

Common

CUSIP: 58450R 10

Par or stated value: $0.0001

Total shares authorized: 800,000,000 as of January 15, 2012

Total shares outstanding: 729,456,232 as of January 15, 2012

 

Series B convertible preferred stock

Par or stated value: $0.0001

Total shares authorized: 50,000,000

Total outstanding: 0

(All Series B convertible preferred shares were retired during 2012)

 

Series A convertible preferred stock

Par or stated value: $0.0001

Total shares authorized: 50,000,000

Total Outstanding: 0

(all Series A convertible preferred shares were retired during 2012)

 

Transfer agent

 

West Coast Stock transfer, Inc.

2010 Hancock St.

Suite A

San Diego, CA 92110

(619) 664-4780

 

Is the transfer agent registered under the exchange act:

 

Yes

 

Are there any restrictions on the transfer of security:

 

None

 

Describe any trading suspension orders issued by the SEC in the past 12 months:

 

None

 

4)

 

Issuance History

 

March 31, 2011 period ending, the Company, in response to anti-dilution clauses in agreements issued 14,375,000 preferred B shares to certain shareholders. These shares have since been converted to common shares. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

March 31, 2011, period ending, certain shareholders converted 2,750,000 shares of Series B Convertible Stock for 2,750,000 shares of common stock. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

March 31, 2011 period ending, certain shareholders converted 39,125,000 shares of Series B Convertible Stock for 39,125,000 shares of common stock. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

March 31, 2011, period ending, certain note holders converted $50,000 of convertible notes at a conversion price of $0.00431 per share for 11,600,928 shares of common stock. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

April 4, 2011 – The Company entered into a joint marketing agreement with Yes DTC Holdings, Inc. As part of the marketing agreement and in exchange for the cancellation of $88,300 in debt owned by Medical Alarm Concepts, the Company agreed to issue Yes DTC Holdings, Inc. 21,536,585 shares of common stock. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

May 9, 2011 - The Company issued promissory notes to an accredited investor totaling a cash investment of $5,000 for the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0041, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date.  These notes were issued as a result of the investor’s payment of certain debt owed by the Company.  As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 3,658,536 shares of common stock at $0.0041. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

May 10, 2011 - 22,024,668 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities. 

June 1, 2011 - The Company issued promissory notes to an investor totaling a cash investment of $6,000 for the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0041, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date. These notes were issued as a result of the investor’s payments of certain debts owed by the Company.   As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 1,463,414 shares of common stock at $0.0041. 

June 8, 2011 - The Company issued promissory notes to an accredited investor totaling a cash investment of $15,000 for the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0041, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date.  These notes were issued as a result of the investor’s payment of certain debt owed by the Company.  As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 3,658,536 shares of common stock at $0.0041. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

June 8, 2011 - The Company issued promissory notes to an accredited investor for a cash investment of $845.00 for the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0041, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date.  These notes were issued as a result of the investor’s payment of certain debts owed by the Company.  As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 206,097 shares of common stock at $0.0041. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

June 20, 2011 - The Company issued promissory notes to an investor totaling a cash investment of $2,827.70 for the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0041, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date. These notes were issued as a result of the investor’s payments of certain debts owed by the Company.   As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 689,682 shares of common stock at $0.0041.

June 24, 2011 - 7,500,000 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

June 29, 2011 – 2,100,000 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

July 15, 2011 - The Company issued promissory notes to an accredited investor totaling a cash investment of $4,000 for the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0041, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date.  These notes were issued as a result of the investor’s payment of certain debt owed by the Company.  As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 3,658,536 shares of common stock at $0.0041. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities. 

July 21, 2011 - The Company issued promissory notes to an accredited investor totaling a cash investment of $2,538.00 for the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0041, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date.  These notes were issued as a result of the investor’s payment of certain debts owed by the Company.  As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 619,024 shares of common stock at $0.0041. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

July 21, 2011 - The Company issued promissory notes to an accredited investor totaling $3,000.00 for a cash investment for the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0041, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date.  These notes were issued as a result of the investor’s payment of certain debts owed by the Company.  As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 975,609 shares of common stock at $0.0041.

July 27, 2011 - The Company issued promissory notes to an investor totaling $3,000 for a cash investment for the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0041, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date. These notes were issued as a result of the investor’s payments of certain debts owed by the Company.   As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 731,707 shares of common stock at $0.0041. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

July 27, 2011 - The Company issued promissory notes to an investor totaling $5,000 for a cash investment for the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0041, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date.  As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 1,219,512 shares of common stock at $0.0041. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

August 1, 2011 - The Company issued promissory notes to an accredited investor totaling a cash investment of $73,500 for the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0041, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date.  As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 17,926,829 shares of common stock at $0.0041. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

August 16, 2011 the Company issued promissory notes to an accredited investor totaling a cash investment of $5,000 for the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0041, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date.  As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 1,219,512 shares of common stock at $0.0041. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

August 29, 2011 - The Company issued promissory notes to an accredited investor totaling a cash investment of $3,000.00 for the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0041, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date.  As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 731,707 shares of common stock at $0.0041. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

September 2, 2011 - The Company issued promissory notes to an accredited investor totaling a cash investment of $5,000.00 for the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0041, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date.  As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 1,219,512 shares of common stock at $0.0041. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

September 7, 2011 - The Company issued promissory notes to an accredited investor totaling a cash investment of $12,500.00 for the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0041, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date.  As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 3,048,780 shares of common stock at $0.0041. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

September 16, 2011 - The Company issued promissory notes to an accredited investor totaling a cash investment of $85,000.00 for the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0041, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date.  As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 20,731,707 shares of common stock at $0.0041. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

September 21, 2011 - The Company issued promissory notes to an accredited investor a cash investment of $8,000.00 for the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0018, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date.  As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 4,444,444 shares of common stock at $0.0018. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

September 26, 2011 - The Company issued promissory notes to an accredited investor for a cash investment of $11,250.00 into the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0018, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date.  As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 6,250,000 shares of common stock at $0.0018. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

September 29, 2011 – 20,000,000 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

October 17, 2011 - 13,000,600 shares of restricted common stock were issued to a consultant for services rendered.

October 17, 2011 - 2,600,000 shares of restricted common stock were issued to a consultant for services rendered. 

November 16, 2011 – 9,000,000 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

January 9, 2012 - 12,500,000 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

January 13, 2012 - 15,600,000 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

January 19, 2012 – 3,000,000 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

January 24, 2012 – 20,000,000 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

February 15, 2012 - 508,000 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

February 29, 2012 – 20,000,000 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

March 15, 2012 – 4,000,000 shares of restricted common stock were issued to a consultant for services rendered.

March 15, 2012 – 6,000,000 shares of restricted common stock were issued to a consultant for services rendered.

April 4, 2012 - 10,518,750 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

April 5, 2012 – 10,000,000 shares issued. On this date the Company entered into a global settlement agreement with a former holder of its toxic convertible debentures. Under the terms of the agreement, the former note holder surrendered 5,168,750 toxic warrants, which represented the entire remaining interest in the company. In exchange, the former note holder was issued 10,000,000 common shares, delivered in certificate form with no restrictive legend from a third-party holder.

April 12, 2012 – 12,000,000 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

April 19, 2012 – 23,000,000 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

May 1, 2012, the Company reached an agreement with holders of its convertible debt. Under the terms of the agreement, $21,875 of convertible debt was canceled. The debt holders received no common share, preferred share, warrant, option, or cash consideration for these cancellations. The cancellation of this debt and the associated warrants may allow the Company to reverse a significant portion of its derivative liability charges during the current fiscal quarter, or in subsequent quarters, and will likely result in significant reductions in shareholder dilution. This transaction was announced in a press release on May 1, 2012.

May 24, 2012, the Company reached an agreement with holders of its convertible debentures to cancel $34,376 of its potentially highly dilutive, toxic convertible debentures. In exchange for cancellation, the former debt holder received 28,214,284 common shares, which are subject to 144 sales restrictions. These common shares were subsequently cancelled.

May 25, 2012 - 15,000,000 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

May 29, 2012 – 4,000,000 shares of restricted common stock were issued to a consultant for consulting services rendered.

June 21, 2012 - 28,208,204 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

June 28, 2012 - 25,300,000 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

August 3, 2012, the Company reached an agreement with various investors in the Corporation who held certain rights to buy common stock in the Corporation (Warrant Holders). The Warrant Holders and the Company agreed that it is in the best interests of the Warrant Holders, the Corporation and common stockholders to cancel a total of 60.825 million warrants.

All of these warrants had strike prices that were above the closing bid price on the day before the agreement was reached, thus were considered “in the money” warrants. No compensation of any type was given to Warrant Holders who canceled their warrant positions. These warrants were granted on the following dates in the following amounts:

 

June 8, 2011

3,658,536

June 21, 2011

619,024

June 21, 2011

975,609

July 27, 2011

1,219,512

August 1, 2011

17,926,829

August 16, 2011

1,219,512

August 29, 2011

731,707

September 7, 2011

3,048,780

September 16, 2011

20,731,707

September 21, 2011

4,444,444

September 26, 2011

6,250,000

 

August 21, 2012 – 20,000,000 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

 September 14, 2012 - 14,250,000 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

November 15, 2011 - The Company issued promissory notes to an accredited investor for a cash investment of $58,000 into the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0021, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date.  As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 29,000,000 shares of common stock at $0.002. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

November 20, 2012 - 49,192,308 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities.

January 5, 2013 - The Company reached an agreement with a shareholder to cancel 28,214,284 common shares associated with convertible debt forgiveness and warrant cancellations relating to the agreements reached with debt holders on May 1, 2012 and May 24, 2012.

5)

 

Financial Statements

The following financial statements are outlined on the following pages: 

Fiscal Year Ending June 30, 2011 - Consolidate Statement of Operations

Fiscal Year Ending June 30, 2011 - Consolidate Balance Sheet

Fiscal Year Ending June 30, 2012 – Consolidated Statement of Operations

Fiscal Year Ending June 30, 2012 – Consolidated Balance Sheet

Fiscal Quarter ending September 30, 2012 – Consolidated Statement of Operations

Fiscal Quarter ending September 30, 2012 – Consolidated Balance Sheet

Fiscal Quarter ending December 31, 2012 – Consolidated Statement of Operations

Fiscal Quarter ending December 31, 2012 – Consolidated Balance Sheet

 

 

 

Medical Alarm Concepts Holding, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

Year End Fiscal

 

 

 

Year End Fiscal

 

 

 

Quarter Ending

 

 

 

Quarter Ending

 

 

 

 

June 30, 2011

 

 

 

June 30, 2012

 

 

 

September 30, 2012

 

 

 

December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

452,110

 

 

$

573,472

 

 

$

95,426

 

 

$

102,280

 

Cost of Sales

 

 

148,877

 

 

 

322,795

 

 

 

27,182

 

 

 

78,599

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

$

303,233

 

 

$

250,678

 

 

$

68,244

 

 

$

23,681

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising and Marketing

 

 

599,032

 

 

 

98,472

 

 

 

56,672

 

 

 

43,892

 

Amortization

 

 

416,667

 

 

 

416,667

 

 

 

104,167

 

 

 

104,167

 

Compensation

 

 

52,470

 

 

 

47,184

 

 

 

33,000

 

 

 

26,798

 

Depreciation

 

 

5,249

 

 

 

5,250

 

 

 

1,312

 

 

 

1,312

 

General and Administrative

 

 

209,695

 

 

 

183,442

 

 

 

37,433

 

 

 

41,625

 

Professional Fees

 

 

135,320

 

 

 

139,737

 

 

 

14,788

 

 

 

16,164

 

Research and Development

 

 

108,742

 

 

 

18,300

 

 

 

30,000

 

 

 

836

 

Travel and Entertainment

 

 

46,598

 

 

 

33,434

 

 

 

5,804

 

 

 

5,817

 

Total Operating Expenses

 

$

1,573,773

 

 

$

942,485

 

 

$

283,176

 

 

$

240,611

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from Operations

 

$

(1,270,540

)

 

$

(691,807

)

 

$

(214,932

)

 

$

(216,930

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expenses)

 

 

 

 

 

 

 

 

 

 

(40,000

)

 

 

 

 

Gain (loss) on Derivative Liabilities

 

 

697,429

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest for Patent

 

 

 

 

 

 

110,000

 

 

 

50,000

 

 

 

27,500

 

Interest Income (Expense)

 

 

(251,967

)

 

 

18,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Other income (Expense)

 

 

445,462

 

 

 

128,500

 

 

 

(90,000

)

 

 

(27,500

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

income (Loss) Before Income Taxes

 

$

(825,078

)

 

$

(820,307

)

 

$

(304,932

)

 

$

(244,430

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for Income Tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$