SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-54541
AMERICAN LASER HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 00-0000000
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
220 Technology Drive, Suite 110
Irvine, California 92618
(Address of principal executive offices) (zip code)
714-460-5599
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer Accelerated Filer
Non-accelerated filer Smaller reporting company X
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
March 31, 2012
Common Stock, par value $0.0001 1,500,000
Documents incorporated by reference: None
FINANCIAL STATEMENTS
Balance Sheets as of March 31, 2012 (unaudited) and
December 31, 2011 1
Statements of Operations for the Three Months Ended
March 31, 2012 and for the Period from September 21, 2011
(Inception) to March 31, 2012 (unaudited) 2
Statement of Change in Stockholders' Equity for the
Period from September 21, 2011 (Inception) to March 31,
2012 (unaudited) 3
Statements of Cash Flows for the Three Months Ended
March 31, 2012 and for the Period from September 21, 2011
(Inception) to March 31, 2012 (unaudited) 4
Notes to Financial Statements 5-9
AMERICAN LASER HEALTHCARE CORPORATION
(Formerly AMBERWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
March 31, December 31,
2012 2011
---------- ----------
(Unaudited)
Current Assets
Cash $ 15,050 $ 2,000
Prepaid expense 51,000 -
---------- ----------
TOTAL ASSETS $ 66,050 $ 2,000
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued liabilities $ 2,190 $ 400
Promissory note payable 100,000 -
Interest payable 66 -
---------- ----------
Total liabilities 102,256 400
Stockholders' equity (deficit)
Preferred stock, $.0001 par value,
20,000,000 shares authorized; none
issued and outstanding - -
Common stock, $0.0001 par value,
100,000,000 shares authorized;
1,500,000 shares issued and
outstanding 150 2,000
(20,000,000 shares issued and
outstanding at December 31, 2011)
Additional paid-in capital 1,843 943
Subscription receivable (1,000) -
Accumulated deficit (37,199) (1,343)
---------- ----------
Total stockholders' equity (deficit) (36,206) 1,600
---------- ----------
TOTAL LIABLILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 66,050 $ 2,000
========== ==========
The accompanying notes are an integral part of these financial statements.
1
AMERICAN LASER HEALTHCARE CORPORATION
(Formerly AMBERWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(unaudited)
For the period
For the from September 21,
three months ended 2011 (Inception)
March 31, 2012 to March 31, 2012
------------- ---------------
<c> <c>
Sales $ - $ -
Cost of sales - -
------------- ---------------
Gross profit - -
------------- ---------------
Operating Expenses 35,790 37,133
------------- ---------------
Operating loss (35,790) (37,133)
Interest expense (66) (66)
------------- ---------------
Loss before income taxes (35,856) (37,199)
Income taxes (benefit) - -
------------- ---------------
Net loss $ (35,856) $ (37,199)
============= ===============
Loss per Share - basic and diluted $ (0.00)
-------------
Weighted Average Shares - 19,175,824
-------------
The accompanying notes are an integral part of these financial statements.
2
AMERICAN LASER HEALTHCARE CORPORATION
(Formerly AMBERWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGE IN STOCKHOLDERS' EQUITY
(unaudited)
Common Stock Additional Subscrip- Total
------------------- Paid-In tion Accumulated Stockholders'
Shares Amount Capital Receivable Deficit Equity
-------------------------------------------------------------------------
Balance, December 13,
2011 (Inception) - $ - $ - $ - $ - $ -
Shares issued for
cash 20,000,000 2,000 - - - 2,000
Additional paid-in
capital - - 943 - - 943
Net loss - - - - (1,343) (1,343)
-----------------------------------------------------------------------
Balance,
December 31, 2011 20,000,000 2,000 943 - (1,343) 1,600
---------------------------------------------------------------------
Stock redemption (19,500,000) (1,950) - - - (1,950)
Shares issued for
cash 1,000,000 100 900 (1,000) - -
Net loss for the
quarter - - - - (35,856) (35,856)
------------------------------------------------------------------------
Balance,
March 31, 2012 1,500,000 $ 150 $ 1,843 $(1,000) $(37,199) $(36,206)
=========================================================================
The accompanying notes are an integral part of these financial statements.
3
AMERICAN LASER HEALTHCARE CORPORATION
(Formerly AMBERWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(unaudited)
------------------------
For the period from
For the three September 21, 2011
months ended (Inception) to
March 31, 2012 March 31, 2012
-------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (35,856) $ (37,199)
Changes in operating assets and liabilities
Prepaid expenses (51,000) (51,000)
Interest payable 66 66
Accrued liabilities 1,790 $ 2,190
------------ -------------
Net cash used in operating activities (85,000) (85,943)
------------ -------------
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of promissory notes 100,000 100,000
Redemption of common stock (1,950) (1,950)
Proceeds from stockholders' additional
paid-in capital - 2,943
------------ ------------
Net cash provided by financing activities 98,050 100,993
------------ ------------
Net increase in cash 13,050 15,050
Cash at beginning of period 2,000 -
------------ ------------
Cash at end of period $ 15,050 $ 15,050
============ ============
Supplemental disclosure for non-cash
flow information ------------ ------------
Subscription of common stock $ 1,000 $ 1,000
============ ============
The accompanying notes are an integral part of these financial statements.
4
AMERICAN LASER HEALTHCARE CORPORATION
(Formerly AMBERWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(unaudited)
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
NATURE OF OPERATIONS
American Laser Healthcare Corporation, formerly known as
Amberwood Acquisition Corporation ("the Company") was incorporated
on September 21, 2011 under the laws of the State of Delaware to
engage in any lawful corporate undertaking, including, but not limited
to, selected mergers and acquisitions. The Company has been in the
developmental stage since inception and its operations to date have been
limited to issuing shares to its original shareholders.
On March 16, 2012, the shareholders of the Company and the Board of
Directors unanimously approved the change of the Company's name to
American Laser Healthcare Corporation.
On March 27, 2012, the following events occurred which resulted in a
change of control of the Company:
1. The Company redeemed an aggregate of 19,500,000 of the then
20,000,000 shares of outstanding stock at a redemption price of $.0001
per share for an aggregate redemption price of $1,950.
2. The then current officers and directors resigned.
3. On March 27, 2012, David Janisch and James Djen were elected as
the directors of the Company, David Janisch was appointed President,
Secretary and Treasurer.
The Company intends to develop a medical device product development
business coupled with a healthcare service business that provides a
protocol and pathway for the adoption and implementation of Low Level
Light Therapy (LLLT). The Company anticipates that it will submit an
offer to purchase the assets of a private LLLT company having an
approved device and methodology patent, FDA clearance and insurance
reimbursement code approvals. If successful, the intends to apply for
additional United States and international patents, and broader FDA
clearances and reimbursement codes. No agreement has been reached
and no contracts executed. The Company anticipates that it may work
with one or more major research universities in submitting applications
for federal grants and in research and development to further explore the
healing mechanisms associated with the treatment methodologies.
The Company anticipates that clinics will be established to treat patients
using LLLT, primarily in partnership with existing primary care
physicians as well as rehab centers in hospitals. The Company also
intends to establish a training program for medical professionals in the
use of the device and methodology. In addition, LLLT devices are
planned to be sold to independent clinics both domestically and
internationally.
BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC) for interim financial information. Accordingly, they
do not include all of the information and notes required by U.S. GAAP
for complete financial statements. The accompanying unaudited
financial statements include all adjustments, composed of normal
recurring adjustments, considered necessary by management to fairly
state our results of operations, financial position and cash flows. The
operating results for interim periods are not necessarily indicative of
results that may be expected for any other interim period or for the full
year. These unaudited financial statements should be read in conjunction
with the consolidated financial statements and notes thereto included in
our Annual Report on Form 10-K for the year ended December 31, 2011
(2011 Form 10-K) as filed with the SEC.
5
AMERICAN LASER HEALTHCARE CORPORATION
(Formerly AMBERWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(unaudited)
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality banking institutions. The Company did
not have cash balances in excess of the Federal Deposit Insurance
Corporation limit as of March 31, 2012 and December 31, 2011.
INCOME TAXES
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by
dividing net loss by the weighted average number of common shares
outstanding during the period. Diluted loss per common share reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in the loss of
the entity. As of March 31, 2012 and December 31, 2011, there are no
outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value
measurements of financial assets and financial liabilities and for fair
value measurements of nonfinancial items that are recognized or
disclosed at fair value in the financial statements on a recurring basis.
Additionally, the Company adopted guidance for fair value measurement
related to nonfinancial items that are recognized and disclosed at fair
value in the financial statements on a nonrecurring basis. The guidance
establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to
measurements involving significant unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as
follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to access at
the measurement date.
6
AMERICAN LASER HEALTHCARE CORPORATION
(Formerly AMBERWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(unaudited)
Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly or
indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The level in the fair value hierarchy within which a fair measurement in
its entirety falls is based on the lowest level input that is significant to
the fair value measurement in its entirety.
The Company believes the carrying value of cash, prepaid expense and
accrued expenses approximate fair value due to the short maturity nature
of these instruments. The Company believes the carrying amount of the
promissory note payable approximate the fair value due to terms of the
lending and debt approximating current market interest rates.
NOTE 2 - GOING CONCERN
The Company has sustained operating losses since inception. It has an
accumulated deficit of $37,199 as of March 31, 2012. The Company's
continuation as a going concern is dependent on its ability to generate
sufficient cash flows from operations to meet its obligations, which it
has not been able to accomplish to date, and /or obtain additional
financing from its stockholders and/or other third parties.
These financial statements have been prepared on a going concern basis,
which implies the Company will continue to meet its obligations and
continue its operations for the next fiscal year. The continuation of the
Company as a going concern is dependent upon financial support from
its stockholders, the ability of the Company to obtain necessary equity
financing to continue operations, and the ability to generate revenues
from its business plan.
While management is striving to increase revenue by acquiring revenue
providing assets, management may also seek to raise additional working
capital through various financing sources, including the sale of the
Company's equity securities.
There is no assurance that the Company will ever be profitable. The
financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of
assets or the amounts and classifications of liabilities that may
result should the Company be unable to continue as a going concern.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve
Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and International Financial Reporting Standards (IFRS) of Fair
Value Measurement Topic 820." ASU 2011-04 is intended to provide
a consistent definition of fair value and improve the comparability of fair
value measurements presented and disclosed in financial statements
prepared in accordance with U.S. GAAP and IFRS. The amendments
include those that clarify the FASB's intent about the application of
existing fair value measurement and disclosure requirements, as well as
those that change a particular principle or requirement for measuring fair
value or for disclosing information about fair value measurements. This
update is effective for annual and interim periods beginning after
December 15, 2011. This ASU did not have a material impact on the
Company's financial statements.
NOTE 4 PREPAID EXPENSE
The Company's prepaid expense consists of $51,000 prepaid for various
consulting and legal services provided by a service corporation.
7
AMERICAN LASER HEALTHCARE CORPORATION
(Formerly AMBERWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(unaudited)
NOTE 5 PROMISSORY NOTE PAYABLE
During March 2012, the Company issued an unsecured promissory note
with convertible feature to a creditor, in connection with a $100,000
working capital loan to the Company. The interest rate is 6% per annum
and the maturity date is March 16, 2013. The unpaid principal amount
may be converted to shares of common stock of American Laser
Healthcare Corporation at a per share price equal to the per share
offering price of the first public offering made by American Laser
Healthcare Corporation pursuant to the Security Act of 1933. The
conversion is subject to the Company obtaining the required legal and
regulatory approval to list its stock on a major US stock exchange. In
case the Company is unable to list its stock on a major US stock
exchange, then the Company is obligated to settle the note in cash.
NOTE 6 COMMON STOCK
The Company is authorized to issue 100,000,000 shares of common
stock and 20,000,000 shares of preferred stock.
On September 27, 2011, the Company issued 20,000,000 common
shares to two directors and officers for $2,000 in cash.
On March 27, 2012, the Company redeemed an aggregate of 19,500,000
of the then 20,000,000 shares of its outstanding stock at a redemption
price of $0.0001 per share for an aggregate redemption price of $1,950.
On May 28, 2012, the Company issued 1,000,000 shares of its common
stock for an aggregate price of $1,000, which was recorded under
subscription receivable, a contra account of equity, as of March 31,
2012.
As of March 31, 2012, 1,500,000 shares of common stock and no
preferred stock were issued and outstanding.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Background
American Laser Healthcare Corporation (formerly Amberwood Acquisition
Corporation ("American Laser" or the "Company") was incorporated on
September 21, 2011 under the laws of the State of Delaware to engage in any
lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions.
American Laser has been in the developmental stage since inception and
its operations to date have been limited to filing a registration statement
and issuing shares of its common stock to the original shareholders and
to the subsequent shareholders to whom control of the Company was
transferred. American Laser has been formed to provide a method for a
foreign or domestic private company to become a reporting company with a
class of securities registered under the Securities Exchange Act of 1934.
The Company registered its common stock on a Form 10
registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The
Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.
Tiber Creek Corporation, a shareholder of the Company, entered into
an agreement to assist the Company in locating a target company with which
to enter into a business combination and assist it in the preparation and
filing of a registration statement for its securities and the introduction
to brokers and market makers.
On March 16, 2012, the Company filed an amendment to its certificate
of incorporation to change its name to American Healthcare COrporation.
On March 27, 2012, the Company effected a change in it control
with the following actions:
The Company redeemed an aggregate of 19,500,000 of the then 20,000,000
shares of outstanding stock at a redemption price of $.0001 per share for
an aggregate redemption price of $1,950.
James M. Cassidy resigned as the Company's president, secretary and
director.
James McKillop resigned as the Company's vice president and director.
David Janisch and James Djen were elected as the directors of the
Company.
David Janisch was appointed President, Secretary and Treasurer of the
Company.
On March 28, 2012, the Company issued 1,000,000 shares of its
common stock. The Company filed a Form 8-K with the Securities and
Exchange Commission noticing the change of control and change of
company name.
Operations
As of March 31, 2012, American Laser had not generated revenues and
had no income or cash flows from operations since inception and had
accumulated a deficit of $37,199. American Laser has no operations nor does
it currently engage in any business activities generating revenues.
The Company is a development-stage SEC reporting company company that
intends to improve health and wellness by providing access to innovative
diagnostics and treatment for patients with pain and other common medical
conditions. The Company plans to do this by creating and managing a
profitable medical device product development business coupled with a
healthcare service business that provides a protocol and pathway for the
adoption and implementation of Low Level Light Therapy (LLLT).
The Company anticipates that it will effect a business combination to
acquire the assets of a private LLLT company having an approved device and
methodology patent, FDA clearance and insurance reimbursement code approvals.
If successful, the Company intends to apply for additional United States and
international patents, and broader FDA clearances and reimbursement codes.
No agreement has been reached and no contracts executed.
A combination will normally take the form of a merger, stock-for-
stock exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.
The Company anticipates that it may work with one or more major research
universities in submitting applications for federal grants and in research
and development to further explore the healing mechanisms associated with
the treatment methodologies.
The Company anticipates that clinics will be established to treat patients
using LLLT, primarily in partnership with existing primary care physicians as
well as rehab centers in hospitals. The Company also intends to establish a
training program for medical professionals in the use of the device and
methodology. In addition, LLLT devices are planned to be sold to independent
clinics both domestically and internationally.
Although the Company is a start-up company and has not yet entered into
definitive agreements, it has received initial commitments and is finalizing
definitive agreements for each of the following transactions. In all cases,
the Company anticipates issuing stock to effect the transaction.
1. Acquiring all the assets through a business combination of Macbeam,
Inc., a private LLLT company which has an FDA cleared device, the
MB-system, with insurance reimbursement codes.
2. The exclusive assignment to the Company of the U.S.-approved patent
for the device and the methodology owned by Bia Mac and Theresa
Quach;
3. The rights to the dba names "Bio Laser Tech" and "Bio Light Tech"
and also the rights to the contract manufacturing agreement with
Amest Corporation for the MB-system from Danh Le.
The Company has commenced a private offering of its securities pursuant
to Regulation D of the Securities Act of 1933, as amended. The Company is
offering for sale up to 10,000,000 shares of its common stock (the "Shares")
at an offering price of $0.10 per Share for an aggregate of $1,000,000.
The Company has no operations to date and these business plan objectives
are contingent on raising capital sufficient to fund such development and a
market receptive to such business operations.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of American Laser as a going concern is dependent upon financial support
from its stockholders, its ability to obtain necessary equity financing to
continue operations and/or to successfully locate and negotiate with a
business entity for the combination of that target company with American Laser.
No assurances can be given that American Laser will be successful in
concluding the transaction with the target company or if that transaction
is successful that the Company will be successful in developing the
business plan.
It is anticipated that any securities issued in any such
business combination would be issued in reliance upon exemption
from registration under applicable federal and state securities
laws. In some circumstances, however, as a negotiated element of
its transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, it
will be undertaken by the surviving entity after the Company has
entered into an agreement for a business combination or has
consummated a business combination. The issuance of additional
securities and their potential sale into any trading market which
may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market
develops, of which there is no assurance.
The Company has received no income, has had no operations
nor expenses, other than Delaware state fees and accounting fees
as required for incorporation and for the preparation of the
Company's financial statements.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer who was also
the principal financial officer.
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
Notwithstanding the change in control there was no change in the
Company's internal control over financial reporting that was identified
in connection with such evaluation that occurred during the period covered
by this report that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, American Laser has issued 20,000,000
common shares pursuant to Section 4(2) of the Securities Act of 1933
for an aggregate purchase price of $2,000:
NUMBER OF
DATE NAME SHARES CONSIDERATION
September 22, 2011 Tiber Creek 10,000,000 $1,000
Corporation (1) (9,750,000 of which redeemed)
September 22, 2011 MB Americus LLC (2) 10,000,000 $1,000
(9,750,000 of which redeemed)
On March 28, 2012 the following shares of common stock were
issued at a purchase price of $.0001 per share:
David Janisch 250,000
Gail Janisch 250,000
James Djen 100,000
Hweiling Djen 100,000
Gina Djen 100,000
Vivian Djen 100,000
Erica Djen 100,000
(1) James M. Cassidy is the sole shareholder and director of Tiber Creek
Corporation, a Delaware corporation, and Mr. Cassidy may be deemed to be
the beneficial owner of the shares of stock owned by Tiber Creek
Corporation.
(2) James McKillop is the sole principal of MB Americus LLC, a
California limited liability corporation. Mr. McKillop is deemed to
be the beneficial owner of the shares of stock owned by MB Americus LLC.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On February 23, 2012, the shareholders unanimously approved the
change of the name of Amberwood Acquisition Corporation to BioLaser
Technology Inc. On March 16, 2012, the shareholders unanimously
approved the change of the name of BioLaser Technology Inc. to
American Laser Healthcare Corporation.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and
Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and
Chief Financial OFficer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
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.
AMERICAN LASER HEALTHCARE CORPORATION
By: /s/ David Janisch
President
Dated: May 16, 2012