Wearable Health Solutions (WHSI) 10-Q 14 Nov 14 2015 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Sep. 30, 2014	Nov. 12, 2014
Document And Entity Information	'	'
Entity Registrant Name	'MEDICAL ALARM CONCEPTS HOLDINGS INC	'
Entity Central Index Key	'0001443089	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--06-30	'
Is Entity a Well-known Seasoned Issuer?	'No	'
Is Entity a Voluntary Filer?	'No	'
Is Entity's Reporting Status Current?	'Yes	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	5,628,679
Document Fiscal Period Focus	'Q1	'
Document Fiscal Year Focus	'2015	'

CONSOLIDATED_BALANCE_SHEETS

CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2014	Jun. 30, 2014
CURRENT ASSETS	'	'
Cash	$8,543	$7,673
Accounts receivable net of allowance of $7,906 and $7,906	10,832	36,952
Inventory	23,355	22,839
Prepaid expense	50,000	'
Total current assets	92,730	67,464
NON-CURRENT ASSETS	'	'
Property and equipment, net	'	461
Intangible assets, net	1,079,410	1,099,036
Total non-current assets	1,079,410	1,099,497
Total assets	1,172,140	1,166,961
CURRENT LIABILITIES	'	'
Derivative liability	50,197	30,766
Accounts payable	66,893	67,305
Deferred revenue	369,346	380,397
Note payable - related party	'	'
Note payable - other	86,000	5,000
Accrued expenses and other current liabilities	170,479	194,025
Convertible notes payable - current	25,908	25,908
Total current liabilities	768,823	703,401
NON-CURRENT LIABILITIES	'	'
Patent payable	2,500,000	2,500,000
Total non-current liabilities	2,500,000	2,500,000
Total liabilities	3,268,823	3,203,401
STOCKHOLDERS' DEFICIT	'	'
Series A Convertible Preferred Stock: $0.0001 par value; 100,000 shares authorized; 688 shares issued and outstanding as of September 30, 2014 and June 30, 2014, , respectively	'	'
Series B Convertible Preferred Stock: $0.0001 par value; 62,500 shares authorized; 9,938 shares issued and outstanding as of September 30, 2014 and June 30, 2014, respectively	1	1
Common stock: $0.0001 par value; 20,000,000 shares authorized; 5,628,679 and 5,623,679 shares issued and outstanding on September 30, 2014 and June 30, 2014,	563	562
Additional paid-in capital	12,205,730	12,203,981
Accumulated deficit	-14,302,977	-14,240,984
Total stockholders' deficit	-2,096,683	2,036,440
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$1,172,140	$1,166,961

CONSOLIDATED_BALANCE_SHEETS_Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2014	Jun. 30, 2014
Statement of Financial Position [Abstract]	'	'
Accounts receivable net	$7,906	$7,906
Series A Convertible Preferred Stock par value	$0.00	$0.00
Series A Convertible Preferred Stock shares authorized	100,000	100,000
Series A Convertible Preferred Stock shares issued	688	688
Series A Convertible Preferred Stock shares outstanding	688	688
Series B Convertible Preferred Stock par value	$0.00	$0.00
Series B Convertible Preferred Stock shares authorized	62,500	62,500
Series B Convertible Preferred Stock shares issued	9,938	9,938
Series B Convertible Preferred Stock shares outstanding	9,938	9,938
Common stock par value	$0.00	$0.00
Common stock shares authorized	20,000,000	20,000,000
Common stock shares issued	5,628,679	5,623,679
Common stock shares outstanding	5,628,679	5,623,679

STATEMENTS_OF_COMPREHENSIVE_IN

STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Income Statement [Abstract]	'	'
Revenue	$271,004	$264,860
Cost of revenue	61,915	61,433
Gross profit	209,089	203,427
Operating expenses	'	'
Selling expense	60,380	41,351
General and administrative	153,756	154,966
Total operating expenses	214,136	196,317
Income (loss) from operations	-5,047	7,110
Other (income) expenses	'	'
Change in fair value of derivative instrument	19,431	-419,135
Interest expense	37,515	80,223
Total other (income) expense	56,946	-338,912
Income before income tax	-61,993	346,022
Income tax provision	'	'
Net income	($61,993)	$346,022
Net income per common share - basic and diluted	($0.01)	$0.20
Weighted average number of common shares - basic and diluted	5,628,625	1,701,356

STATEMENTS_OF_CASH_FLOWS_Unaud

STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Statement of Cash Flows [Abstract]	'	'
Net income (loss)	($61,993)	$346,022
Adjustments to reconcile net loss to net cash used in operating activities:	'	'
Common stock issued for services	1,750	0
Change in fair value of derivative instrument	19,431	-419,135
Amortization of patent	19,626	19,625
Non-cash interest expense	'	22,672
Depreciation	461	1,312
Change in operating assets and liabilities	'	'
Accounts receivable	26,120	3,677
Inventory	-516	-56,142
Prepaid expenses	-50,000	32,661
Accounts payable	-412	-2,988
Accrued expenses and other current liabilities	-23,546	16,497
Deferred revenue	-11,051	36,916
Net Cash Used in Operating Activities	-80,130	1,117
CASH FLOWS FROM FINANCING ACTIVITIES	'	'
Proceeds from credit line	86,000	'
Repayment of note payable	-5,000	'
Net Cash Provided By Financing Activities	81,000	'
NET INCREASE (DECREASE) IN CASH	870	1,117
CASH AT BEGINNING OF PERIOD	7,673	5,857
CASH AT END OF PERIOD	8,543	6,974
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION	'	'
Cash paid for interest expense	31,250	37,500
Cash paid for income taxes	'	'
Issuance of common stock previously classified as stock to be issued	'	$24,400

NATURE_OF_OPERATIONS

NATURE OF OPERATIONS	3 Months Ended
	Sep. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
NATURE OF OPERATIONS	'
	On June 4, 2008, Medical Alarm Concepts Holding, Inc. (the “Company”) was incorporated under the laws of the State of Nevada. The Company was formed for the sole purpose of acquiring all of the membership units of Medical Alarm Concepts LLC, a Pennsylvania limited liability company (“Medical LLC”).
	The Company utilizes new technology in the medical alarm industry to provide 24-hour personal response monitoring services and related products to subscribers with medical or age-related conditions.

SUMMARY_OF_ACCOUNTING_POLICIES

SUMMARY OF ACCOUNTING POLICIES	3 Months Ended
	Sep. 30, 2014
Accounting Policies [Abstract]	'
SUMMARY OF ACCOUNTING POLICIES	'
	Basis of Presentation and Consolidation
	The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).
	The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant inter-company transactions and balances among the Company and its subsidiary are eliminated upon consolidation.
	These interim consolidated financial statements are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair presentation of these interim consolidated financial statements have been included. The results reported in the consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year or any other periods. (a) The consolidated balance sheet as of June 30, 2014, which was derived from audited financial statements, and (b) the unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2014.
	Certain amounts included in prior period’s financial statements have been reclassified to conform with current period presentation.
	Use of Estimates
	The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include the collectability of accounts receivable and deferred taxes and related valuation allowances. Certain of our estimates, including evaluating the collectability of accounts receivable, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary.
	Inventory
	The Company values inventory, consisting of purchased products, at the lower of cost or market. Cost is determined on the first-in and first-out (“FIFO”) method. The Company regularly reviews its inventories on hand and, when necessary, records a provision for excess or obsolete inventories based primarily on current selling price and spot market prices. The Company determined that there was no inventory obsolescence as of September 30, 2014.
	Impairment of long-lived assets
	The Company follows section 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s reviews it long-lived assets, which include property and equipment, and patent, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
	The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future undiscounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated or amortized over the newly determined remaining estimated useful lives. The Company determined that there were no impairment of long-lived assets as of September 30, 2014.
	Derivative warrant liability
	The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 of the FASB Accounting Standards Codification and paragraph 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the Statement of Operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the conversion date and then the related fair value is reclassified to equity.
	In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.
	The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.
	The Company follows Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The adoption of Section 815-40-15 has affected the accounting for certain freestanding warrants that contain exercise price adjustment features.
	Fair Value of Financial Instruments
	The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value pursuant to GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
	Level 1
	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
	Level 2
	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
	Level 3
	Pricing inputs that are generally observable inputs and not corroborated by market data.
	The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, inventory, accounts payable, deferred revenues and accrued liabilities, approximate their fair values because of the short maturity of these instruments. The Company’s convertible notes payable and patent payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at September 30, 2014.
	The derivative liability which consists of embedded conversion feature and warrants issued in connection with our convertible debt, classified as a level 3 liability, are the only financial liabilities measured at fair value on a recurring basis.
	Income Taxes
	The Company accounts for income taxes under the provisions of FASB ASC Topic 740, “Income Tax,” which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are recognized for the future tax consequence attributable to the difference between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are measured using the enacted tax rate expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company establishes a valuation when it is more likely than not that the assets will not be recovered.
	ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
	Revenue Recognition
	The Company’s revenues are derived principally from utilizing new technology in the medical alarm industry to provide 24-hour personal response monitoring services and related products to subscribers with medical or age-related conditions. The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured.
	All revenues from subscription arrangements are recognized ratably over the term of such arrangements. The excess of amounts received over the income recognized is recorded as deferred revenue on the consolidated balance sheet.
	Shipping and Handling Costs
	The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification. While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of goods sold as incurred.
	Stock-Based Compensation
	We recognize compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. For non-employee stock-based awards, we calculate the fair value of the award on the date of grant in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.
	Net Income per Common Share
	Net income per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income per common share is computed by taking net income divided by the weighted average number of common shares outstanding for the period. Diluted net income per common share is computed by dividing net income by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through stock options, warrants, and convertible debt. These potential shares of common stock were not included as they were anti-dilutive.

GOING_CONCERN

GOING CONCERN	3 Months Ended
	Sep. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
GOING CONCERN	'
	These consolidated financial statements are presented on the basis that the Company will continue as a going concern. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
	As reflected in the accompanying consolidated financial statements, as of September 30, 2014, the Company has working capital deficit of $676,093; did not generate significant cash from its operations; had stockholders’ deficit of $2,096,683 and had operating loss for prior three years. These circumstances, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
	While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering, or by alternative methods. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.
	The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

PATENT

PATENT	3 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
PATENT	'
	On July 10, 2008, the Company entered into a Purchase Agreement and Patent Assignment Agreement (the “Agreement”) to be effective July 31, 2008. The Company is obligated to pay the seller $2,500,000 on June 30, 2012. The Agreement specifies interest of 6% to be payable monthly, commencing on July 31, 2008. The seller will reacquire all patents and applications if payment is not made on June 30, 2012. On September 30, 2014, this due date was extended to December 31, 2014.
	The patent is being amortized over its estimated useful life. Amortization of patent aggregated $19,626 for the quarter ended September 30, 2014 and 2013, respectively.
	Patent, stated at cost, less accumulated amortization consisted of the following:
			September 30,		June 30,
			2014		2014
	Patent	$	2,500,000	$	2,500,000
	Less: accumulated amortization		-1,420,590		-1,400,964
		$	1,079,410	$	1,099,036

CONVERTIBLE_NOTES_PAYABLE

CONVERTIBLE NOTES PAYABLE	3 Months Ended
	Sep. 30, 2014
Debt Disclosure [Abstract]	'
CONVERTIBLE NOTES PAYABLE	'
	The convertible notes are convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.002, 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, and was due on September 30, 2013.
	The following table summarizes the convertible promissory notes movement:
	Balance at June 30, 2014	25,908
	Convertible notes issued	-
	Convertible notes converted	-
	Total	25,908
	Less: debt discount	-
	Balance at September 30, 2014	25,908
	On November 2, 2014, the holder of the convertible note informed the Company that the holder of the convertible debt would no longer seek repayment of the outstanding $25,908.07. See Note 11 Subsequent events.

DERIVATIVE_WARRANT_LIABILITY_A

DERIVATIVE WARRANT LIABILITY AND FAIR VALUE	3 Months Ended
	Sep. 30, 2014
Fair Value Disclosures [Abstract]	'
DERIVATIVE WARRANT LIABILITY AND FAIR VALUE	'
	The Company has evaluated the application of ASC 815 Derivatives and Hedging (formerly SFAS No. 133) and ASC 815-40-25 to the Warrants to purchase common stock issued with the Convertible Notes and service agreements. Based on the guidance in ASC 815 and ASC 815-40-25, the Company concluded these instruments were required to be accounted for as derivatives due to the down round protection feature on the conversion price and the exercise price. The Company records the fair value of these derivatives on its balance sheet with changes in the values of these derivatives reflected in the statements of operations as “Gain (loss) on derivative liabilities.” These derivative instruments are not designated as hedging instruments under ASC 815 and are disclosed on the balance sheet under Derivative Liabilities.
	8
	The Company accounted for the issuance of the convertible debentures in accordance with ASC 815” Derivatives and Hedging.” The debentures are convertible into an indeterminate number of shares for which the Company cannot determine if it has sufficient authorized shares to settle the transaction with.  Accordingly, the embedded conversion option is a derivative liability and is marked to market through earnings at the end of each reporting period.
	The gross proceeds from the sale of the debentures are recorded net of discount of related conversion feature of the embedded conversion option. When the fair value of conversion options is in excess of the debt discount the amount is included as a component of interest expense in the statement of comprehensive income.
	The fair value of the Warrants underlying the promissory notes issued at the time of their issuance was calculated pursuant to the Black-Scholes option pricing model. The fair value was recorded as a reduction to the promissory notes payable and was charged to operations as interest expense in accordance with effective interest method within the period of the promissory notes. Significant assumptions used in calculating fair value of outstanding warrants are as follows.
	Expected	Expected	Risk-free rate	Expected term	Exercise	Underlying
	dividend	volatility	of interest	(year)	price	Number of shares
	-	874.51% -	0.07%/1 year	As set forth by	$0.00	As set forth by
		876.12%	0.35%/2 years	each promissory	per share	each promissory
			0.5%/3 years	note agreement		note agreement

NOTE_PAYABLE_OTHER

NOTE PAYABLE b OTHER	3 Months Ended
	Sep. 30, 2014
Debt Disclosure [Abstract]	'
NOTE PAYABLE b OTHER	'
	On November 1, 2013, the Company issued a $30,000 promissory note to a vendor who provide monitoring services to the Company. The note is non-interest bearing and due on June 1, 2014. The note will be paid in six installment payments with $5,000 due on the first day of each month from January to June 2014. Based on the note, all subscribers monitoring agreements owned or newly originated by the Company must be monitored by the note holder until the terms of the agreement are satisfied. This note is guaranteed by the CEO of the Company. As of June 30, 2014, unpaid balance was $5,000 which was paid in July 2014.

CREDIT_LINE

CREDIT LINE	3 Months Ended
	Sep. 30, 2014
Credit Line Related Party	'
CREDIT LINE	'
	On September 30, 2014, the Company entered into a line of credit with a third party. Under the line of credit agreement, the Company will be able to borrow up to $300,000 with the rate of interest of 6.5% per annum. The maturity date of the credit line is September 30, 2017.
	As of September 30, 2014, outstanding balance under the line of credit was $86,000.

INCOME_TAX

INCOME TAX	3 Months Ended
	Sep. 30, 2014
Income Tax Disclosure [Abstract]	'
INCOME TAX	'
	The reconciliation of income tax benefit at the U.S. statutory rate of 34% for the three months ended September 30, 2014 and 2013 to the Company’s effective tax rate is as follows:
			Year ended September 30,
			2014		2013
	U.S. federal statutory rate	$	-21,078	$	117,647
	State income tax, net of federal benefit		-6,193		34,568
	Permanent difference		8,548		-184,377
	Change in valuation allowance		18,723		32,162
	Income tax provision	$	-	$	-
	The provision for income tax is summarized as follows:
			Year ended September 30,
			2014		2013
	Federal:
	Current	$	-	$	-
	Deferred		-14,471		-24,858
	State:
	Current		-		-
	Deferred		-4,252		-7,304
	Change in valuation allowance		18,723		32,162
	Income tax provision	$	-	$	-
	As of September 30, 2014, the Company had approximately $10 million of federal and state net operating loss carryovers (“NOLs”) which begin to expire in 2028.  Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations.
	In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.  The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.  Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.  Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.
	The Company files U.S. federal and states of Pennsylvania tax returns that are subject to audit by tax authorities beginning with the year ended June 30, 2008. The Company’s policy is to classify assessments, if any, for tax and related interest and penalties as tax expense.

CONCENTRATION

CONCENTRATION	3 Months Ended
	Sep. 30, 2014
Risks and Uncertainties [Abstract]	'
CONCENTRATION	'
	The Company had only one supplier during the three months ended September 30, 2014 and 2013, respectively.

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Sep. 30, 2014
Subsequent Events [Abstract]	'
SUBSEQUENT EVENTS	'
	On November 2, 2014, the holder of the convertible note informed the Company that the holder of the convertible debt would no longer seek repayment of the outstanding $25,908. See Note 5.

SUMMARY_OF_ACCOUNTING_POLICIES1

SUMMARY OF ACCOUNTING POLICIES (Policies)	3 Months Ended
	Sep. 30, 2014
Accounting Policies [Abstract]	'
Basis of Presentation and Consolidation	'
	The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).
	The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant inter-company transactions and balances among the Company and its subsidiary are eliminated upon consolidation.
	These interim consolidated financial statements are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair presentation of these interim consolidated financial statements have been included. The results reported in the consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year or any other periods. (a) The consolidated balance sheet as of June 30, 2014, which was derived from audited financial statements, and (b) the unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2014.
	Certain amounts included in prior period’s financial statements have been reclassified to conform with current period presentation.
Use of Estimates	'
	The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include the collectability of accounts receivable and deferred taxes and related valuation allowances. Certain of our estimates, including evaluating the collectability of accounts receivable, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary.
Inventory	'
	The Company values inventory, consisting of purchased products, at the lower of cost or market. Cost is determined on the first-in and first-out (“FIFO”) method. The Company regularly reviews its inventories on hand and, when necessary, records a provision for excess or obsolete inventories based primarily on current selling price and spot market prices. The Company determined that there was no inventory obsolescence as of September 30, 2014.
Impairment of long-lived assets	'
	The Company follows section 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s reviews it long-lived assets, which include property and equipment, and patent, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
	The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future undiscounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated or amortized over the newly determined remaining estimated useful lives. The Company determined that there were no impairment of long-lived assets as of September 30, 2014.
Derivative warrant liability	'
	The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 of the FASB Accounting Standards Codification and paragraph 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the Statement of Operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the conversion date and then the related fair value is reclassified to equity.
	In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.
	The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.
	The Company follows Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The adoption of Section 815-40-15 has affected the accounting for certain freestanding warrants that contain exercise price adjustment features.
Fair Value of Financial Instruments	'
	The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value pursuant to GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
	Level 1
	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
	Level 2
	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
	Level 3
	Pricing inputs that are generally observable inputs and not corroborated by market data.
	The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, inventory, accounts payable, deferred revenues and accrued liabilities, approximate their fair values because of the short maturity of these instruments. The Company’s convertible notes payable and patent payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at September 30, 2014.
	The derivative liability which consists of embedded conversion feature and warrants issued in connection with our convertible debt, classified as a level 3 liability, are the only financial liabilities measured at fair value on a recurring basis.
Income Taxes	'
	The Company accounts for income taxes under the provisions of FASB ASC Topic 740, “Income Tax,” which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are recognized for the future tax consequence attributable to the difference between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are measured using the enacted tax rate expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company establishes a valuation when it is more likely than not that the assets will not be recovered.
	ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
Revenue Recognition	'
	The Company’s revenues are derived principally from utilizing new technology in the medical alarm industry to provide 24-hour personal response monitoring services and related products to subscribers with medical or age-related conditions. The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured.
	All revenues from subscription arrangements are recognized ratably over the term of such arrangements. The excess of amounts received over the income recognized is recorded as deferred revenue on the consolidated balance sheet.
Shipping and Handling Costs	'
	The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification. While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of goods sold as incurred.
Stock-Based Compensation	'
	We recognize compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. For non-employee stock-based awards, we calculate the fair value of the award on the date of grant in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.
Net Income per Common Share	'
	Net income per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income per common share is computed by taking net income divided by the weighted average number of common shares outstanding for the period. Diluted net income per common share is computed by dividing net income by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through stock options, warrants, and convertible debt. These potential shares of common stock were not included as they were anti-dilutive.

PATENT_Tables

PATENT (Tables)	3 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
Patent, stated at cost, less accumulated amortization	'
	Patent, stated at cost, less accumulated amortization consisted of the following:
			September 30,		June 30,
			2014		2014
	Patent	$	2,500,000	$	2,500,000
	Less: accumulated amortization		-1,420,590		-1,400,964
		$	1,079,410	$	1,099,036

CONVERTIBLE_NOTES_PAYABLE_Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	3 Months Ended
	Sep. 30, 2014
Debt Disclosure [Abstract]	'
Convertible promissory notes movement	'
	The following table summarizes the convertible promissory notes movement:
	Balance at June 30, 2014	25,908
	Convertible notes issued	-
	Convertible notes converted	-
	Total	25,908
	Less: debt discount	-
	Balance at September 30, 2014	25,908

DERIVATIVE_WARRANT_LIABILITY_A1

DERIVATIVE WARRANT LIABILITY AND FAIR VALUE (Tables)	3 Months Ended
	Sep. 30, 2014
Fair Value Disclosures [Abstract]	'
Fair value of outstanding warrants	'
	Significant assumptions used in calculating fair value of outstanding warrants are as follows.
	Expected	Expected	Risk-free rate	Expected term	Exercise	Underlying
	dividend	volatility	of interest	(year)	price	Number of shares
	-	874.51% -	0.07%/1 year	As set forth by	$0.00	As set forth by
		876.12%	0.35%/2 years	each promissory	per share	each promissory
			0.5%/3 years	note agreement		note agreement

INCOME_TAX_Tables

INCOME TAX (Tables)	3 Months Ended
	Sep. 30, 2014
Income Tax Disclosure [Abstract]	'
Reconciliation income tax benefit	'
	The reconciliation of income tax benefit at the U.S. statutory rate of 34% for the three months ended September 30, 2014 and 2013 to the Company’s effective tax rate is as follows:
			Year ended September 30,
			2014		2013
	U.S. federal statutory rate	$	-21,078	$	117,647
	State income tax, net of federal benefit		-6,193		34,568
	Permanent difference		8,548		-184,377
	Change in valuation allowance		18,723		32,162
	Income tax provision	$	-	$	-
Benefit for income tax	'
	The provision for income tax is summarized as follows:
			Year ended September 30,
			2014		2013
	Federal:
	Current	$	-	$	-
	Deferred		-14,471		-24,858
	State:
	Current		-		-
	Deferred		-4,252		-7,304
	Change in valuation allowance		18,723		32,162
	Income tax provision	$	-	$	-

SUMMARY_OF_ACCOUNTING_POLICIES2

SUMMARY OF ACCOUNTING POLICIES (Details Narrative) (USD $)	3 Months Ended
	Sep. 30, 2014
Accounting Policies [Abstract]	'
Inventory obsolescence	$0

GOING_CONCERN_Details_Narrativ

GOING CONCERN (Details Narrative) (USD $)	Sep. 30, 2014	Jun. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'	'
Working capital deficit	$676,093	'
Stockholders' deficit	($2,096,683)	$2,036,440

PATENT_Details

PATENT (Details) (USD $)	Sep. 30, 2014	Jun. 30, 2014
Patent Details	'	'
Patent	$2,500,000	$2,500,000
Less: accumulated amortization	-1,420,590	-1,400,964
Intangible Assets, Net	$1,079,410	$1,099,036

PATENT_Details_Narrative

PATENT (Details Narrative) (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Jun. 30, 2012	Jul. 31, 2008
Notes to Financial Statements	'	'	'	'
Obligated to pay the seller	'	'	$2,500,000	'
Amortization of patent aggregated	$19,626	$19,626	'	'
Monthly Interest payable	'	'	'	6.00%

CONVERTIBLE_NOTES_PAYABLE_Deta

CONVERTIBLE NOTES PAYABLE (Details) (USD $)	3 Months Ended
	Sep. 30, 2014
Debt Disclosure [Abstract]	'
Balance at June 30, 2014	$25,908
Convertible notes issued	'
Convertible notes converted	'
Total	25,908
Less: debt discount	'
Balance at September 30, 2014	$25,908

CONVERTIBLE_NOTES_PAYABLE_Deta1

CONVERTIBLE NOTES PAYABLE (Details Narrative) (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Debt Disclosure [Abstract]	'	'
Convertible notes	$25,908	'
Average of the closing bid price	'	-75.00%
Fixed conversion price	$0.00	'

DERIVATIVE_LIABILITY_AND_FAIR_

DERIVATIVE LIABILITY AND FAIR VALUE (Details) (USD $)	3 Months Ended
	Sep. 30, 2014	Jun. 30, 2014
Fair Value Assumptions, Expected Dividend	'	'
Fair Value Assumptions, Exercise Price	'	$0.00
Fair Value Assumptions Underlying Number Of Shares	'As set forth by each promissory note agreement	'
Fair Value Assumptions, Expected Term (years)	'As set forth by each promissory note agreement	'
Warrant One [Member]	'	'
Fair Value Assumptions, Risk-free rate of interest	0.07%	'
Fair Value Assumptions, Expected Term	'1 year	'
Warrant Two [Member]	'	'
Fair Value Assumptions, Risk-free rate of interest	0.35%	'
Fair Value Assumptions, Expected Term	'2 years	'
Warrant Three [Member]	'	'
Fair Value Assumptions, Risk-free rate of interest	0.50%	'
Fair Value Assumptions, Expected Term	'3 years	'
Maximum [Member]	'	'
Fair Value Assumptions, Expected Volatility	876.12%	'
Minimum [Member]	'	'
Fair Value Assumptions, Expected Volatility	874.51%	'

NOTE_PAYABLE_OTHER_Details_Nar

NOTE PAYABLE b OTHER (Details Narrative) (USD $)	Jun. 30, 2014	Nov. 01, 2013
Debt Disclosure [Abstract]	'	'
Unpaid balance note payable	$5,000	'
Promissory note	'	$30,000

CREDIT_LINE_Details_Narrative

CREDIT LINE (Details Narrative) (Line of Credit [Member], USD $)	3 Months Ended
	Sep. 30, 2014
Line of Credit [Member]	'
Borrow amount	$300,000
Rate of interest	6.50%
Outstanding balance under the line of credit	$86,000
Maturity date	30-Sep-17

INCOME_TAX_Details

INCOME TAX (Details) (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Income Tax Disclosure [Abstract]	'	'
U.S. federal statutory rate	($21,078)	$117,647
State income tax, net of federal benefit	-6,193	34,568
Permanent difference	8,548	-184,377
Change in valuation allowance	18,723	32,162
Income tax provision (benefit)	'	'

INCOME_TAX_Details_1

INCOME TAX (Details 1) (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Federal:	'	'
Deferred	($14,471)	($24,858)
State and local:	'	'
Current	'	'
Deferred	-4,252	-7,304
Change in valuation allowance	18,723	32,162
Income tax provision (benefit)	'	'

INCOME_TAX_Details_Narrative

INCOME TAX (Details Narrative) (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Jun. 30, 2014
Income Tax Disclosure [Abstract]	'	'	'
U.S. statutory rate	34.00%	34.00%	'
Federal and state net operating loss	'	'	$10,000,000