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 June 30, 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
June 30, 2012
Common Stock, par value $0.00002 7,500,000
Documents incorporated by reference: None
FINANCIAL STATEMENTS
Balance Sheets as of June 30, 2012 (unaudited) and
December 31, 2011 1
Statements of Operations for the Three and Nine Months Ended
June 30, 2012 and for the Period from September 21, 2011
(Inception) to June 30, 2012 (unaudited) 2
Statements of Change in Stockholders' Equity (Deficit) for
the Period from September 21, 2011 (Inception) to June 30,
2012 (unaudited) 3
Statements of Cash Flows for the Nine Months Ended
June 30, 2012 and for the Period from September 21, 2011
(Inception) to June 30, 2012 (unaudited) 4
Notes to Financial Statements (unaudited) 5-8
AMERICAN LASER HEALTHCARE CORPORATION
(Formerly AMBERWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
June 30, December 31,
2012 2011
---------- ----------
(Unaudited)
Current Assets
Cash $ 6,884 $ 2,000
Prepaid expense 38,250 -
---------- ----------
TOTAL ASSETS $ 45,134 2,000
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued liabilities $ 400 $ 400
Promissory note payable 100,000 -
Interest payable 1,562 -
Credit card payable 127 -
---------- ----------
Total liabilities 102,089 400
---------- ----------
Stockholders' equity (deficit)
Preferred stock, $.0001 par value,
20,000,000 shares authorized; none
issued and outstanding - -
Common stock, $0.00002 par value,
100,000,000 shares authorized;
7,500,000 shares issued and
outstanding (1) 150 2,000
(100,000,000 shares issued and
outstanding at December 31, 2011)
Additional paid-in capital 1,843 943
Accumulated deficit (58,948) (1,343)
---------- ----------
Total stockholders' equity (deficit) (56,955) 1,600
---------- ----------
TOTAL LIABLILITIES AND
STOCKHOLDERS' EQUITY 45,134 2,000
========== ==========
(1) All common share amounts and per share amounts in these financial statements,
reflect the five-for-one stock split of the issued and outstanding shares of common
stock of the Company, effective April 28, 2012 including retroactive adjustment of
common share amounts. See Note 6.
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 three For the nine from September 21,
months ended months ended 2011 (Inception)
June 30, 2012 June 30, 2012 to June 30, 2012
------------- ------------- ----------------
<c> <c>
Sales $ - $ - $ -
Cost of sales - - -
------------- ------------- ---------------
Gross profit - - -
------------- ------------- ---------------
Operating Expenses 21,003 57,386 57,386
------------- ------------- ---------------
Operating loss (21,003) (57,386) (57,386)
Interest expense (1,496) (1,562) (1,562)
------------- ------------- ---------------
Loss before income taxes (22,499) (58,948) (58,948)
Income taxes (benefit) - - -
------------- ------------- ---------------
Net loss $ (22,499) $ (58,948) $ (58,948)
============= ============== ==============
Loss per Share - basic and diluted $ (0.00) $ (0.00)
------------- --------------
Weighted Average Shares - 7,500,000 67,910,585
basic and diluted (2) ------------- --------------
(2) All common share amounts and per share amounts in these financial statements,
reflect the five-for-one stock split of the issued and outstanding shares of common
stock of the Company, effective April 28, 2012 including retroactive adjustment of
common share amounts. See Note 6
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 Total
------------------- Paid-In Accumulated Stockholders'
Shares Amount Capital Deficit Equity
-------------------------------------------------------------------------
Balance, September 21,
2011 (Inception) - $ - $ - $ - $ -
Shares issued for
cash (3) 100,000,000 2,000 - - 2,000
Additional paid-in
capital - - 943 - 943
Net loss - - - (1,343) (1,343)
-----------------------------------------------------------------------
Balance,
December 31, 2011 100,000,000 2,000 943 (1,343) 1,600
Stock redemption(3) (97,500,000) (1,950) - - (1,950)
Shares issued for
cash(3) 5,000,000 100 900 - 1,000
Net loss - - - (57,605) (57,605)
------------------------------------------------------------------------
Balance,
June 30, 2012(4) 7,500,000 $ 150 $ 1,843 $(58,948) $ (56,955)
=========================================================================
(3) Retroactively adjusted to reflect the 5-for-1 stock split effective April 28, 2012.
(4) All common share amounts and per share amounts in these financial statements,
reflect the five-for-one stock split of the issued and outstanding shares of common
stock of the Company, effective April 28, 2012 including retroactive adjustment of
common share amounts. See Note 6.
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 nine September 21, 2011
months ended (Inception) to
June 30, 2012 June 30, 2012
-------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (58,948) $ (58,948)
Changes in operating assets and liabilities
Prepaid expenses (38,250) (38,250)
Interest payable 1,562 1,562
Credit Card Payable 127 127
Accrued liabilities - 400
------------ -------------
Net cash used in operating activities (95,509) (95,109)
------------ -------------
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of promissory notes 100,000 100,000
Proceeds from issuance of common stock 1,000 1,000
Redemption of common stock (1,950) (1,950)
Proceeds from stockholders' additional
paid-in capital 1,343 2,943
------------ ------------
Net cash provided by financing activities 100,393 101,993
------------ ------------
Net increase in cash 4,884 6,884
Cash at beginning of period 2,000 -
------------ ------------
Cash at end of period $ 6,884 $ 6,884
============ ============
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)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
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 97,500,000 of the then
100,000,000 shares of outstanding stock at a redemption price of
$.00002 per share for an aggregate redemption price of $1,950.
2. The then current officers and directors resigned.
3. On March 27, 2012, David Janisch and James Djen were elected as
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.
On April 28, 2012, the Board of Directors of the Company approved a
change in the Company's fiscal year end from December 31 to
September 30 of each year.
5
AMERICAN LASER HEALTHCARE CORPORATION
(Formerly AMBERWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
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.
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 June 30, 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 June 30, 2012 and December 31, 2011, there are no
outstanding dilutive securities.
6
AMERICAN LASER HEALTHCARE CORPORATION
(Formerly AMBERWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
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.
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 $58,948 as of June 30, 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 operation.
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.
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.
7
AMERICAN LASER HEALTHCARE CORPORATION
(Formerly AMBERWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
NOTE 4 PREPAID EXPENSE
The Company's prepaid expense consists of $38,250 prepaid for various
consulting and legal services provided by a service corporation.
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.
The unpaid interest may be converted to shares of common stock of
American Laser Healthcare Corporation at a per share price equal to the
average of the trading market price of such shares for the preceding 90
days. 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 100,000,000 common
shares to two directors and officers for $2,000 in cash.
On March 27, 2012, the Company redeemed an aggregate of 97,500,000
of the then 100,000,000 shares of its outstanding stock at a redemption
price of $0.00002 per share for an aggregate redemption price of $1,950.
On March 28, 2012, the Company issued 5,000,000 shares of its
common stock for an aggregate price of $1,000, as of June 30,
2012.
On April 28, 2012, the Board of Directors of the Company approved a 1
for 5 stock split of the outstanding shares. All shares presented in these
financial statements and accompanying footnotes has been retroactively
adjusted to reflect the increased number of shares resulting from this
action.
As of June 30, 2012, 7,500,000 shares of common stock and no
preferred stock were issued and outstanding.
NOTE 7- SUBSEQUENT EVENTS
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 minimum investment per investor is
100,000 Shares and payable in full upon subscription to the offering. The
Company is offering its shares on a "best efforts" basis which means that
there is no minimum number of Shares that must be sold before the
offering can close.
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.
Current Developments
As reported in the Form 10-Q for the period ended March 31, 2012,
on March 27, 2012, the Company effected a change in control.
On April 28, 2012, the Company effected a 5-for-1 stock split of
its issued and outstanding common stock. The then 1,500,000 shares of
common stock outstanding were converted to 7,500,000 shares of common
stock and the par value of each share of common stock was adjusted from
$0.0001 per share to $0.00002 per share.
In addition, on April 28, 2012, the Board of Directors approved and
adopted a change in the Company's fiscal year end from December 31 to
September 30 of each year.
The Company is a development-stage SEC reporting 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.
Revenues and Expenses
The Company has received no income, has had no operations.
The Company has incurred ongong expenses of $38,250 including
Delaware state fees, consulting fees andlegal and accounting fees.
In March, 2012, the Company borrowed $100,000. The loan
is unsecured with a 6% interest per annum maturing March 16, 2013.
The unpaid principal amount of the loan may be converted into shares
of common stock of the Company at a per share price equal to the per
share offering price of the first public offering made by the Company
pursuant to the Securiaties Act of 1933. The conversion is contingent
upon the Company receiving appoval to list its stock on a major United
States stock exchange and in the case of failure to obtain such
approval, the full amount of the loan is due in cash.
In addition, the unpaid principal may be converted into shares of
common stock of the Company at a per share price equal tothe average
trading price of the common stock of the Company for the preceding
90 days. In the case that the Company is not listed on a major
United States stock exchange, the full amount of the interest is
due in cash.
Funds from such loan have been used to pay the ongoing expenses of
the Company.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of
1934 ("Exchange Act"), the Company's management, under the supervision
and with the participation of the Chief Operating Officer, who is also
the executive principal officer and Chief Financial Officer, has evaluated
the effectiveness of the Company's disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Exchange Act) as of March 31, 2012,
the end of the period covered by this Quarterly Report on Form 10-Q.
Based upon that evaluation, the Chief Operating Officer and Chief
Financial Officer concluded that, as of March 31, 2012, the disclosure
controls and procedures were not effective. Disclosure controls and
procedures means controls and other procedures that are designed to
ensure that information required to be disclosed by the Company in the
reports it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
Securities and Exchange 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 the Company in the reports that it files or submits under the Exchange
Act is accumulated and communicated to management, including the
principal executive and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.
The Company's management has identified material weaknesses in its
internal control over financial reporting related to the following matters:
A lack of sufficient segregation of duties. Specifically, this
material weakness is such that the design over these areas relies
primarily on defective controls and could be strengthened by adding
preventative controls to properly safeguard company assets.
A lack of sufficient personnel in the accounting function due to the
Company's limited resources with appropriate skills, training and
experience to perform certain tasks as it relates to financial
reporting.
The Company's plan to remediate those material weaknesses remaining is
as follows:
Improve the effectiveness of the accounting group by continuing to
augment existing resources with additional consultants or employees
to improve segregation procedures and to assist in the analysis
and recording of complex accounting transactions. The Company plans
to mitigate the segregation of duties issues by hiring additional
personnel in the accounting department once it generates
significantly more revenue,or raises significant additional working
capital.
Improve segregation procedures by strengthening cross approval of
various functions including quarterly internal audit procedures where
appropriate.
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 the following
shares of its common stock (without any retroactive effect to the
subsequent 5-for-1 stock split):
American Laser 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 in September 2011 as follows:
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)
(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.
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
On April 28, 2012, the Company effected a 5-for-1 stock split
and the outstanding 1,500,000 shares of common stock were converted
to 7,500,000 shares and the par value per share was adjusted from
$0.0001 to $0.00002 per share.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 28, 2012, the Company effected a 5-for-1 stock split
and the outstanding 1,500,000 shares of common stock were converted
to 7,500,000 shares and the par value per share was adjusted from
$0.0001 to $0.00002 per share.
The Board of Directors, pursuant to the authority provided
thereto in the bylaws of the Company, changed the Company's year
end from December 31 to September 30 of each year.
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: July 24, 2012