SUBSEQUENT EVENT | 6 Months Ended |
Dec. 31, 2012 |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENT | ' |
13 | SUBSEQUENT EVENT | | | |
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In February 19, 2013 - The Company reached agreements with certain notes holders to cancel total 42,146 warrants. |
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On March 4, 2013 - The Company issued 1,113 shares for the exercise of warrants. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. |
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On March 4, 2013 - The Company issued 5,281 common shares for conversion $845 convertible note dated June 8, 2011. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. |
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On March 4, 2013 - The Company issued 235 shares for the exercise of warrants relating to a warrant agreement entered into on June 8, 2011. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. |
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On March 4, 2013 - The Company issued 25,000 common shares for conversion of $4,000 of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. |
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On March 4, 2013 - The Company issued 3,521 common shares for conversion of debt relating to notes dated May 9, 2011. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. |
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On March 6, 2013 – The Company announced it has received an investment led by a strategic partner. Under the terms of the agreement the three investor groups purchased 716,024 restricted common shares for a price of $330,000. The company received gross proceeds of $330,000 as there were no sales commissions or brokerage fees paid to any party. Securities purchased in this Offering may not be transferred or resold except as permitted under The Securities Act of 1933, as amended, and applicable state securities laws, pursuant to registration or exemption therefrom. Securities purchased in this Offering will be legended to reflect the foregoing rights and obligations. The Securities Purchase Agreement contains customary representations and warranties and covenants of the Company and the Buyers. Pursuant to the terms of the Securities Purchase Agreement, the Company has agreed to provide customary indemnification to the Buyers, their affiliates and agents against certain liabilities. |
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On April 3, 2013, the Company reached an agreement with the holder of its revolving credit line. The parties agreed it was in the best interest of both parties to cancel repayment of $236,397 of the balance of the revolving credit line carrying a percent simple annualized interest, due and payable on December 31, 2014. |
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On May 17, 2013, as also disclosed in the Medical Alarm Concepts Holdings, Inc. (the “Company”) definitive Schedule 14C Information Statement dated May 17, 2013, a majority in interest of the Common Stock holders approved an amendment to its Articles of Incorporation. The amendment is effective upon the filing of the Amended and Restated Articles of Incorporation with the Nevada Secretary of State. On June 7, 2013, the Company filed an Amendment to its Articles of Incorporation (the “Amendment”) with the Nevada Secretary of State, affecting the increase of its authorized number of shares of Common Stock (the “Authorized Share Increase). This amendment to the Company’s Articles of Incorporation increased the number of the Company’s authorized shares of common stock, par value $0.001 per share, from 800,000,000 to 1,400,000,000. |
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On May 28, 2013, the Company entered into an agreement with holders of its convertible debentures canceling all remanding warrants outstanding related to convertible notes dated March 2009 and all convertible notes dated at any time during 2011, 2012, or 2013. As of this date, all warrants outstanding have been cancelled. |
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On June 6, 2013 and June 18, 2013 - The Company issued a total of 31,250 common shares for conversion of $5,000 of debt relating to notes dated July 27, 2011. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. |
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On June 24, 3013, the Company issued 86,250 shares for conversion of $13,800 of convertible notes. The shares have not been registered under the Security Act and were not registered or qualified in any jurisdiction. |
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On August 14, 2013, the Company issued 9,086 restricted common shares to various investors for $13,050. Securities purchased in this offering may not be transferred or resold except as permitted under The Securities Act of 1933, as amended, and applicable state securities laws, pursuant to registration or exemption therefrom. Securities purchased in this Offering will be legended to reflect the foregoing rights and obligations. The Securities Purchase Agreement contains customary representations and warranties and covenants of the Company and the Buyers. Pursuant to the terms of the Securities Purchase Agreement, the Company has agreed to provide customary indemnification to the Buyers, their affiliates and agents against certain liabilities. |
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On December 31, 2013, the Company issued 318,467 shares of common stock for conversion of $50,955 of convertible notes. |
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On December 15, 2013, the Company entered into a Global Settlement Agreement (the “Agreement”) with the holder of its credit line and major shareholders. Under the terms of the agreement, all of the Company’s credit line and accrued interests on credit line were forgiven and all of the convertible debt would be converted to common shares, except for the balance of $25,908.07. |
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In exchange for the credit line cancellation and the conversion of convertible debt, both parties agreed on the following terms: 1) the management team agreed to modify its September 19, 2011 agreement with the Company giving up all anti-dilution rights, 2) the Company agreed to take steps to increase the number of authorized shares to accommodate the debt conversions and would complete a reverse split of its shares, 3) The Company would file a registration statement with the SEC, and 4) the Company would continue to file past due periodic reports with the SEC on Forms 10-Q and 10-K in order to return the Company to full reporting status, a process that is already well underway. |
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On January 13, 2014, the Company filed an Amendment to its Articles of Incorporation (the “Amendment”) with the Nevada Secretary of State, effecting the increase of its authorized number of shares of Common Stock. This amendment to the Company’s Articles of Incorporation increased the number of the Company’s authorized shares of common stock, par value $0.001 per share, from 1,400,000,000 to 16,000,000,000. |
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On February 5, 2014, the Company issued 50,000 shares of common stocks to a shareholder as compensation of consulting services provided to the Company. |
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On February 5, 2014, the Company issued 36,250 shares of common stocks to an investor as repayment of promissory note of $29,000, which was dated June 14, 2013. |
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On February 5, 2014, the Company issued 1,493,669 shares of common stocks to the Company’s management and various assignees pursuant to Global Settlement Agreement. |
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On February 06, 2014, the Company issued 2,123,930 shares of common stocks to various debt holders pursuant Global Settlement Agreement. |
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On February 14, 2014, the Company filed a Certificate of Change (the “Certificate”), pursuant to Nevada Revised Statutes (the “NRS”) Section 78.209 and the Company’s Reverse Stock Split of its Preferred Series A stock, Preferred Series B stock, and Common Stock, all at the par value of $0.0001 per share, at a ratio of 1-for-800 (the “Reverse Stock Split”) took effective. No fractional shares issued, and no cash or other consideration will be paid. Instead, the Company issued one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. |
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As a result of the increase of Amendment increasing authorized number of common stocks and Reverse Stock Split, number of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Common Stock are presented by the following table. |
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| Par value | Authorized No. of shares | 31-Dec-12 | 30-Jun-12 |
Series A Convertible Preferred Stock | $0.0001 per share | 100,000 | 688 | 688 |
Series B Convertible Preferred Stock | $0.0001 per share | 62,500 | 9,938 | 9,938 |
Common Stock | $0.0001 per share | 20,000,000 | 942,068 | 717,103 |
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