8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

November 14, 2014

Date of Report (Date of earliest event reported)

EVENT CARDIO GROUP INC.

(Exact name of registrant as specified in its charter)

Nevada	0-52518	20-8051714
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2798 Thamesgate Dr. Mississauga, Ontario, Canada	L4T 4E8
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 289-407-4377

Sunrise Holdings Limited

(Former name or former address, if changed since last report)

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

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

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

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

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

FORWARD LOOKING STATEMENTS

Information included in this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Event Cardio Group Inc. and its subsidiaries (collectively, “ECGI”, “We”, “Our” or the “Company”) to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe ECGI’s future plans, strategies and expectations, are generally identifiable by use of words "may," "should," "expect," "anticipate," "estimate," "believe," "intend" or "project" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. ECGI’s actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, ECGI undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

ITEM 2.01  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On September 8, 2014, we entered into a share exchange agreement (the “Exchange Agreement”) which we consummated on November 14, 2014, pursuant to which we acquired all of the issued and outstanding capital stock of 2340960 Ontario Inc. (“ECG”) from ECG’s stockholders, The Nick Bozza Family Trust, The John Bentivoglio Family Trust and The Sgro (2010) Family Trust. In exchange for all of the outstanding capital stock of ECG, we issued to ECG’s stockholders an aggregate of 79,500,000 shares of our Common Stock (the “Share Exchange”). As a result of the consummation of the Share Exchange, (i) ECG became our wholly owned subsidiary and (ii) the ECG’s former stockholders own an aggregate of 79,500,000 shares, constituting approximately 92.7% of the cumulative voting power, of our common stock.

Mr. John Bentivoglio, our sole director and chief executive officer is one of three trustees of The John Bentivoglio Family Trust, the beneficiaries of which are members of his family. In the future, we expect that Mr. Nick Bozza, one of the three trustees of The Nick Bozza Family Trust, the beneficiaries of which are members of his family, will be appointed to our Board of Directors and serve as one of our executive officers.

ITEM 5.06  CHANGE IN SHELL COMPANY STATUS

We were formerly a shell company which has recently sought to acquire a business. We are no longer a shell company as a result of our acquisition of ECG and our license of the exclusive right to distribute BreastCare DTS™ in the United States and certain other territories.

OVERVIEW

We were organized on October 26, 2005 and have had no operations since December, 2008, when we discontinued our previous business of mineral exploration. Most of our activities since January, 2009 have been centered on the acquisition of a new business.

On June 9, 2014 we experienced a change of control as a result of a transaction (the “Transaction”) in which 1,412,619 shares of our common stock, par value $0.001 and 10,000,000 shares of our preferred stock, par value $0.001, constituting approximately 97% of the cumulative voting power of our capital stock on that date, was acquired by Mr. John Bentivoglio, who is now our sole director and chief executive officer, as nominee for 2340960 Ontario Inc., a private company organized in Ontario, Canada, which is doing business as Event Cardio Group and we hereinafter refer to as “ECG”. The shares acquired of record by Mr. John Bentivoglio on June 9, 2014 are now owned beneficially and of record by ECG. We acquired ECG on November 14, 2014 on consummation of the Share Exchange.

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On October 24, 2014, through a wholly owned subsidiary, we entered into a license agreement (the “License Agreement”) with Life Medical Technologies, Inc. (“Life Medical”) under which we were granted the exclusive right to distribute Life Medical’s “BreastCare DTS™” in the United States and certain other territories. The BreastCare DTS™ product is a patented, non-invasive and FDA-cleared as an adjunct to mammography and other established procedures for the detection of breast disease, including breast cancer. We are required to pay Life Medical royalties of 5% on net sales, as defined in the License Agreement, and minimum annual royalties of $100,000 in 2015 and $200,000 each year thereafter. In addition, we entered into release agreements (the “Releases”) with certain creditors (the “Life Medical Creditors”) of Life Medical which held judgments against Life Medical in the aggregate amount of approximately $501,000. Pursuant to the Release Agreements, we agreed to pay the Life Medical Creditors an aggregate of $501,000, of which $125,000 is to be paid in cash and the balance is to be satisfied by the issuance of shares of our common stock valued at $376,064.05, with the number of shares of common stock to be determined by dividing 376,064.05 by the volume weighted average price (“VWAP”) of our common stock as reported by Blumberg for the five (5) consecutive trading days ending on the day before the 15^th calendar day after consummation of the Share Exchange. The recipients of shares valued at $70,000 are also to be paid in cash or shares of common stock, at our option, an amount equal to the excess, if any, of $70,000 over the value of such shares as of December 12, 2015. The License Agreement recognizes that in order to protect our interests, we may have to spend monies dealing with creditors of and other claimants against Life Medical. Although we have no obligation to consummate arrangements with such creditors, we may reduce any amounts we pay to Life Medical’s creditors from future amounts payable to Life Medical. We are currently conducting due diligence for the product, the strength of underlying patents, the status of required regulatory approvals and how this product can most efficiently be manufactured.

On November 7, 2014, we changed our name from Sunrise Holdings Limited to Event Cardio Group Inc. and our trading symbol from “SUIP” to “ECGI”.

DESCRIPTION OF BUSINESS

Through ECG, we operate in the cardiac medical device innovation, patient monitoring and cardiac event prediction industry. We are developing a cardiac monitoring solution based on a wireless and leadless advance cardiac monitor which offers the dual functionality of both a “holter” and “event” recording monitor simultaneously. Upon completion of the development of our solution, we expect our cardiac monitoring solution to incorporate the collection of medical data and its transmission to physicians or to a control center for diagnostic evaluation. Our solution will combine clinically validated, standardized monitoring services through state-of-the-art call centers that we expect to establish and access our technologically advanced monitoring devices to enable physicians to have remote oversight of their patients 24 hours a day, seven days a week, 365 days a year. We expect that our services and cardiac monitors will primarily relate to ambulatory cardiac holter monitoring and event recording, and services related to the collection and transmission of monitoring data to the call centers through which we will also provide diagnostic testing. We hope to become a leading provider of ambulatory cardiac holter monitoring and event recording services among Independent Diagnostic Testing Facilities, or IDTFs, and a leading manufacturer and distributor of ambulatory cardiac monitoring devices in the United States. We emphasize that our cardiac monitor is currently being developed and that other aspects of our business, although thoroughly investigated or being investigated, has not yet been implemented. In this regard, the Company is continuing to conduct due diligence regarding BreastCare DTS ™, the market for the product, the strength of underlying patents, the status of required regulatory approvals and how this product can most efficiently be manufactured. There can be no assurance on the outcome of our due diligence with respect to these issues. We will require substantial funding to implement our business plan and there can be no assurance that the financing we require will be available to us, that our cardiac monitor will be successfully developed or that the other aspects of our business plan will be successfully implemented.

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CARDIAC MONITORING

Cardiac monitoring systems, including holter and event monitors, are crucial to cardiovascular care. Clinicians use cardiac monitoring systems to assess the presence and severity of cardiac disease and to evaluate the efficacy of treatments such as drugs, interventions, operations, and device implants. Effective delivery of cardiovascular care requires that the entire process of recording, storing, analyzing, retrieving, and distributing cardio data be as rapid and cost effective as possible. The cardiac monitoring industry has made few technological advances, which we believe negatively impacts patient persistence rates which in turn negatively affect diagnostic yields. Cumbersome leads and large monitors affect patients’ willingness to continue wearing cardiac monitor devices for the entire prescribed duration of time recommended by health care professionals. Diagnostic yields are significantly influenced by patients’ failure to wear the cardiac monitoring devices currently available and as a result, the diagnostic yields available for interpretation are as low as 4% for holter monitors and 62% for event monitors. We believe an opportunity exists to significantly improve diagnostic yields to greater than expected 90% yields with the cardiac monitor we are developing. Higher diagnostic yields will ensure more patients at risk are identified sooner, properly triaged and we believe will ultimately save many lives in a cost efficient manner.

HOLTER AND EVENT MONITORS

Holter and event monitors are medical devices that record the heart's electrical activity. Doctors most often use these monitors to diagnose arrhythmias which are problems with the rate or rhythm of the heartbeat. During an arrhythmia, the heart can beat too fast, too slow, or with an irregular rhythm. Holter and event monitors also are used to detect “silent” myocardial ischemia. In this condition, not enough oxygen-rich blood reaches the heart muscle. "Silent" means that no symptoms occur. Cardiac monitors also can check whether prescribed treatments for an arrhythmia or silent myocardial ischemia are working. Holter and event monitors are similar to an electrocardiogram (an “EKG”). An EKG is a simple test that detects and records the heart's electrical activity. It's a common test for diagnosing heart rhythm problems. However, a standard EKG only records the heartbeat for a few seconds. It doesn’t detect heart rhythm problems unless they occur during the test. Holter and event monitors are small, portable devices that can be worn during normal daily activities thereby allowing the monitor to record a heart‘s electrical activity for a longer time than an EKG. Although similar, holter and event monitors aren't the same. A holter monitor records the heart's electrical activity the entire time a patient is wearing it. An event monitor records the heart's electrical activity only at certain times while being worn. Unlike holter monitors, event monitors don't continuously record the heart's electrical activity, they only record during symptoms. The cardiac monitor we are developing will contain the features of both a holter and event monitor in one device.

CARDIAC MONITORING MARKET

The combined United States (“US”) cardiac equipment and services market in 2012 was estimated at $3.86 billion and is expected to grow to $4.19 billion in 2016. Globally, the cardiac monitoring market is anticipated at three to five times the US market. We believe that the market for ambulatory cardiac holter monitoring and event recording services will grow over the foreseeable future as a result of an aging and growing population, the increase in a prevalence of health conditions such as obesity that increase the likelihood of heart related diseases and the increasing awareness of cardiac diseases. IDTFs provide monitoring services to the patient's hospital or physician when they outsource the service as opposed to providing it themselves. We believe that the portion of the overall ambulatory cardiac monitoring services market addressed by IDTFs will grow as physicians and hospitals increasingly outsource monitoring services to IDTFs, due to increased capital requirements and new technology, which may not be readily available to hospitals or physicians.

WHAT ARE THE CHALLENGES RELATED TO CARDIAC MONITORING?

Despite technological and clinical advances in cardiology, healthcare providers face significant challenges in delivering consistent and high quality cardiovascular care. Healthcare reform and declining reimbursement rates continue to place increasing pressure on providers to treat more patients faster. Increasingly, healthcare is moving outside of the hospital setting and into physician offices and other outpatient facilities. In addition, the need to control costs, increase efficiencies, and manage data introduces new factors into the decision making process for technology utilization.

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These healthcare changes prompt a number of emerging critical needs and create opportunities for us. These include creating systems and services tailored to the clinician workflow, developing products that are intuitive and easy to use, using proven communication standards for connectivity, improving the management of healthcare delivery resources, and utilizing emerging technologies from multiple vendors — all within a security structure that meets Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) requirements.

BREAST CANCER DETECTION MARKET 

The global Point of Care market in 2011 was approximately $18.7 billion, up from $10.3 billion in 2005. In the U.S. alone, the combined breast cancer detection/diagnostic market was valued at more than $2.2 billion in 2008, and is expected to continue in a stable growth pattern over the next several years, Analysts have suggested a conservative growth rate of approximately 5.4% per year.

The incidence of breast cancer detention is highest in the developed world, but by 2020, some estimates indicate as many as 70 percent of all cases will be found in the developing economies of the world. We believe the BreastCare DTS™ product is well-suited to addressing this trend. As developing countries increase their incomes as they develop, their population will be able to spend more on medical care than they do now. We believe that demand for effective cancer detention solutions rather than palliative care will rise, but at the same time, resources will remain limited. BreastCare DTS ™ is a relatively low-cost product that can capture early stage potential breast cancer data. While we are continuing to evaluate the market for this product, we believe it will be an attractive product, particularly in developing countries.

OUR PRODUCTS

Our initial cardiac monitor which we call “Now Cardio”, is an advanced cardiac monitor with offers dual-functionality including both holter monitoring and event recording simultaneously. Now Cardio is an innovative medical device designed by CONTEX International Technologies (Canada) Inc. (“Contex”), a healthcare and aerospace engineering firm. Now Cardio has many unique features which will differentiate this medical device from our competition. We believe Now Cardio will be the first holter/event recorder of its kind featuring a wireless and leadless device with a wafer thin, water-resistant transmitter worn by the patient which receives both atrial and ventricular data from the patient’s heart which is transmitted wirelessly to a receiver which may not need to be held or worn by the patient. This process should allow data to stream distances of up to 1,000 feet (with the potential for much larger distances) to a home-based (or other location) receiver which transmits the data via cellular and or satellite, to a control center where the patient’s heart is continuously monitored for up to 32 days. Our proprietary software will assemble the data for the cardiologist in a simplified process for the cardiologist to interpret the data and significantly reduce the time required for a cardiologist to read and interpret the ECG data. In our opinion the process may also increase the quality of the cardiologist’s interpretation of the data which should in turn facilitate timely and appropriate medical treatments. Our software will identify anomalies in the streaming data events and will aid in the diagnosis, in real time, as the data is evaluated continually by the advanced software and a supporting team of trained cardiac technician and supervisory cardiologists which we will retain to provide services to the control center. Data will be analyzed at the control center where reports of findings are generated and relayed to physicians in the manner selected. We expect that ambulatory patients will have the option to purchase additional cardiac monitoring services from us utilizing GPS tracking and heart monitoring for enhanced security while they are at risk. We believe that satellite technology will afford the ability to locate patients at risk wherever satellite technology is available thus providing the ability to communicate with the patient and healthcare professionals based on risk levels similar to “OnStar” technology within automobiles.

We believe our initial cardiac monitoring products will provide solutions for overcoming many of the challenges faced by users of cardiac monitors by offering the following key benefits:

· Ease of use. Our user cardiac monitor is being designed with significant input from clinicians and technologists and will be intuitive and easy to use.

· Effective data capture. Our solution will automate and assist in the collection, interpretation, and retrieval of data which should improve clinical productivity.

· Improved diagnostic speed and accuracy. As a result of easy use and patient comfort, we believe persons who are prescribed our devices will be more likely to use them for the prescribed period, which we believe will allow for improved diagnostic accuracy. In addition, we believe that by enabling the review and assessment of test results remotely, our systems can speed the time of diagnosis.

· Wireless and network compatibility. We expect our cardiac monitors to support a clinical network environment in that it will enable cardiologists to assimilate, collate, and interpret data and disseminate results to facilitate diagnosis, patient monitoring and patient management. Data may be stored in a local or network server database. We expect that our monitoring devises will also connect to larger enterprise networks that will allow data to be shared with other users, both within the facility and remotely via secure networks.

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We expect to continue to improve the functionality of our cardiac monitors after our initial device is placed in service. For example, we are developing software which will have predictive capabilities for cardiac events such as heart failure. The impact of this technology is significant in that patients may be identified prior to a life threatening cardiac event and diverted to a hospital to receive care and potentially avoid a stroke or heart attack.

The BreastCare DTS™ is patented, non-invasive and FDA-cleared as an adjunct to mammography and other established procedures for the detection of breast disease, including breast cancer. DTS stands for “Differential Temperature Sensor,” indicating the ability of the device to compare temperatures in one area of the breast with others in the same breast and the other breast. The BreastCare DTS™ device consists of two mirror image, lightweight and disposable foam pads with three wafer-thin foil sensors on each pad. Each of the three segments on each pad contains 18 rows of heat-sensitive chemical dots. The device is easy to use and requires no electricity or probes. The test is completely non-invasive. The pads are easily placed on a woman’s breasts inside the bra for 15 minutes. The device measures the deep heat energy that is transferred to the surface of the skin. Each heat-sensitive dot is calibrated to record the temperature of the surface of the breast. The dots themselves change color from blue to pink when exposed to specific temperatures. The results are clearly displayed and can be immediately evaluated. The heat-sensitive dots have embedded memory, which allows the results to be read after each test is completed. BreastCare DTS™ has received FDA 510K clearance for marketing in the United States to be used by physicians as an adjunct to routine physical examination including palpation, mammography and other established procedures for the detection of breast disease including breast cancer. Clinical studies have been conducted on over 5,000 women in prestigious cancer centers in the U.S., Europe and Latin America, including Memorial Sloan-Kettering in New York and M.D. Anderson in Houston.

LICENSES TO AFFILIATES

Prior to the execution of the Exchange Agreement, ECG granted an exclusive license to promote, advertise, manufacture, distribute and sell its cardiac monitoring device in Canada, excluding the Province of Ontario, to a company beneficially owned by two stockholders who own 69.6% of our common stock, one of which is affiliated with our sole director and executive officer. Such rights with respect to Ontario were licensed to one of these stockholders which owns 34.8% of our common stock. Pursuant to the related license agreement, we have agreed to use reasonable efforts to modify our cardiac monitoring device to comply with any regulatory or third party reimbursement requirements. Further, the licensees may purchase the devices from us at the lesser of (i) our manufacturing cost, plus 10%, (ii) our manufacturing cost, plus $50 or (iii) at the best price and best terms we offer to any person in any jurisdiction. If we are unable to manufacture or have the devices manufactured, we must provide the information to the licensees so they can do so and in such case the licensees are obligated to pay us a royalty on each cardiac monitoring device they manufacture at the lesser of 10% of their manufacturing costs or (ii) $50 per unit.

In connection with our license of BreastCare DTS™, we borrowed CAD $79,106 from an Ontario corporation owned equally by the three individuals who are trustees of trusts which collectively own approximately 92.7% of our common stock. A trustee of one of the trusts is our sole director and executive officer. In connection with this loan, we agreed to sublicense to the lender the exclusive rights to distribute the product in Canada with royalties payable to us at the rate of 5.5% of net sales, as to be defined in the sub-license agreement. For additional information concerning relationships with affiliates, see the Section of this Report titled “Certain Relationships and Related Parties Transactions”.

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STRATEGY

Our initial cardiac monitor is being developed for us by Contex, a health care and aerospace engineering firm. After the development of our initial cardiac monitor is completed and United States Food and Drug Administration (“FDA”) clearance is secured, we expect to initiate our business in either the New York City or Southern Florida areas. Prior to the launch of our monitors, we will need to develop a marketing network which we envision will consist of independent contractors who will offer our cardiac monitoring solutions initially to physicians who have the opportunity to prescribe our solution to patients in the course of their practice. We will also need to establish monitoring centers in each area in which we commence operations, which centers will operate 24 hours and day and 7 days a week and be manned by cardiac monitoring specialists who will analyze the data sent by our monitors and potentially respond to urgent events and report results to the prescribing physicians. Once we successfully launch our operations on a select regional basis, we expect to expand into other regions where we believe the demand for our cardiac monitor solution will be the greatest.

We are in the process of developing a strategy with respect to BreastCare DTS™, which will depend in part on the results of our ongoing due diligence regarding the market for the product, the strength of the underlying patents, the status of required regulatory approvals and how the product can most efficiently be manufactured.

We will require additional financing to implement our strategy and there can be no assurance we will be able to secure the financing which is necessary to initiate operations.

MANUFACTURING

Manufacturing of our monitors and sensors and other products will be provided by electronics manufacturing service providers which we will retain to provide manufacturing services to us. We believe that there are several capable suppliers available to us.

In addition, there are a number of critical components and sub-assemblies in the monitors and sensors that comprise part of our cardiac monitoring device. The vendors for these materials and the manufacture of our device and other products will be qualified by us through the evaluation and testing of their performance.

RESEARCH AND DEVELOPMENT

For the years ended August 31, 2014 and August 31, 2013, we spent $41,756, and $8,979, respectively, on research and development expenses with respect to our cardiac monitoring device. Since May 2014, research and development services have been provided to us by Contex, a health and aerospace engineering firm, pursuant to a contract which has a term of one year and automatically renews on an annual basis. Our three largest stockholders own 40% of the voting stock and 34% of all capital stock of Contex. We expect to incur significant research and development expenses in the future as we complete the development of our initial device and subsequently make improvements and modifications and introduce new models so that we will achieve technological superiority for our devices. We do not expect to incur significant research and development expenses in the future with respect to BreastCare DTS™.

SALES AND MARKETING

Initially we expect to market our cardiac monitoring solution and medical devices primarily to cardiologists and electro physiologists, who are the physician specialists who most commonly diagnose and manage patients with arrhythmias. We expect to engage independent sales representatives with established relationships with physicians to act as our sales force. We are planning to establish what we refer to as sales partnerships which we believe will become a knowledgeable, highly motivated, ownership-based sales force. Our plan is for these sales representatives to acquire our cardiac monitoring devices and share in the revenue generated. We believe a sales-partnership business model will allow us to better control of our operating costs. Although we believe we can establish a highly motivated sales force through this method, there can be no assurance we will be able to do so. We also expect to attend trade shows and medical conferences to promote our cardiac monitoring solution and to meet medical professionals who may be able to prescribe our services to their patients. We have not determined our sales and marketing strategy in connection with BreastCare DTS™.

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COMPETITION

The markets in which we will operate in our cardiac monitoring business is fragmented and characterized by a large number of smaller regional service providers. We believe that the principal competitive factors that will impact the success of our cardiac monitoring solutions include some or all of the following:

· Quality, accuracy and reliability;

· quality of clinical data;

· relative ease of use for patients and physicians;

· technology performance, innovation, flexibility and range of application;

· timeliness and clinical relevance of new product introductions;

· quality and availability of customer support services;

· size, experience, knowledge and training of sales and marketing staff;

· brand recognition and reputation;

· relationships with referring physicians, hospitals, managed care organizations and other third party payors;

· availability of third-party reimbursement;

· reporting capabilities; and

· price.

The cardiac monitoring industry is evolving rapidly and is becoming increasingly competitive and the basis on which we will be required to compete may change over time.

The markets in which we will launch BreastCare DTS™, have not been determined. However, the use of mammography systems for the detection of breast disease is well established in most developed nations and it may prove difficult to initiate sales of BreastCare DTS™ in these markets. However, we believe that a low-cost product such as BreastCare DTS™ will be attractive in developing nations where resources remain limited and the use of existing breast disease detention solutions are not common place due to the costs of mammography systems and their utilization.

Virtually all of our competitors have greater technical, human, financial and other resources then we do and our financial resources are very limited when contrasted with those of our competitors. This inherent competitive limitation gives others a significant advantage over us, and we cannot assure that we will be able to successfully compete in this competitive market place.

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INTELLECTUAL PROPERTY

To protect our proprietary rights, we expect to rely on a combination of trademark, copyright, patent, trade secret and other intellectual property laws, employment, confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements and protective contractual provisions with our partners and other third parties. We will seek to maintain certain intellectual property and proprietary know-how confidential as trade secrets, and generally we expect to require our partners to execute non-disclosure agreements prior to any substantive discussions or disclosures of our technology or business plans. Our business and competitive positions are dependent in part upon our ability to protect our proprietary technology and our ability to avoid infringing the patents or proprietary rights of others.

Patents. As of November 14, 2014, we have filed one patent application in the United States relating to our cardiac monitoring device. We may file additional patent applications in the future.

Trademarks and Copyrights. As of September 15, 2014, we had no unregistered or copyright registrations.

GOVERNMENT REGULATION

Health Care Fraud and Abuse. In the United States, there are state and federal anti-kickback laws that generally prohibit the payment or receipt of kickbacks, bribes or other remuneration in exchange for the referral of patients or other health care-related business. In addition, federal law (e.g., the "Stark" law) and some state laws prohibit the existence of certain financial relationships between referring physicians and healthcare providers and suppliers unless those relationships meet the requirements of specific exceptions to the law. Anti-kickback laws will constrain our sales, marketing and promotional activities by limiting the kinds of financial arrangements that we may have with physicians, medical centers, and others in a position to purchase, recommend or refer patients for our cardiac monitoring devices and other products or services we may develop and commercialize. Due to the breadth of some of these laws, it is possible that some of our future practices might be challenged under one or more of these laws.

Furthermore, federal and state false claims laws prohibit anyone from presenting, or causing to be presented, claims for payment to third party payors that are false or fraudulent. Violations may result in substantial civil penalties, including treble damages, and criminal penalties, including imprisonment, fines and exclusion from participation in federal health care programs. The federal False Claims Act also contains "whistleblower" or "qui tam" provisions that allow private individuals to bring actions on behalf of the government alleging that the defendant has defrauded the government. Various states have enacted laws modeled after the federal False Claims Act, including "qui tam" provisions, and some of these laws apply to claims filed with commercial insurers. Any violations of anti-kickback and false claims laws could have a material adverse effect on our business, financial condition and results of operations.

The Patient Protection and Affordable Care Act. On March 23, 2010, the Patient Protection and Affordable Care Act were signed into law and on March 30, 2010, the Health Care and Education Reconciliation Act of 2010 was signed into law. Together, the two measures make the most sweeping and fundamental changes to the United States health care system since the creation of Medicare and Medicaid. These health care reform laws include a large number of health-related provisions, including expanding Medicaid eligibility, requiring most individuals to have health insurance, establishing new regulations on health plans, establishing health insurance exchanges, requiring manufacturers to report payments or other transfers of value made to physicians and teaching hospitals, modifying certain payment systems to encourage more cost-effective care and a reduction of inefficiencies and waste, and by including new tools to address fraud and abuse. Section 6002 of the Patent Protection and Affordable Care Act requires manufacturers of medical devices and other products reimbursed by Medicare to report annually to the government certain payments to physicians and teaching hospitals.

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Health Insurance Portability and Accountability Act of 1996 (HIPAA). HIPAA was enacted by the United States Congress in 1996. Numerous state and federal laws govern the collection, dissemination, use and confidentiality of patient and other health information, including the administrative simplification provisions of HIPAA. Historically, state law has governed confidentiality issues and HIPAA preserves these laws to the extent they are more protective of a patient's privacy or provide the patient with more access to his or her health information. As a result of the implementation of the HIPAA regulations, many states are considering revisions to their existing laws and regulations that may be more stringent or burdensome than the federal HIPAA provisions. HIPAA applies directly to covered entities, which include health plans, health care clearinghouses and many health care providers. These HIPAA rules are concerned primarily with the privacy of information when it is used and/or disclosed; confidentiality, integrity and availability of electronic health information; and the content and format of certain identified electronic health care transactions. The laws governing health care information impose civil and criminal penalties for their violation and can require substantial expenditures of financial and other resources for information technology system modifications and for implementation of operational compliance.

Medicare. Medicare is a federal program administered by the US Department of Health and Human Services Centers for Medicare and Medicaid Services (“CMS”) through Medicare administrative contractors. The Medicare program provides qualified persons with health care benefits that cover the major costs of medical care within prescribed limits, subject to certain deductibles and co-payments. The Medicare program has established guidelines for local and national coverage determinations and reimbursement of certain equipment, supplies and services. The methodology for determining coverage status and the amount of Medicare reimbursement varies based upon, among other factors, the setting in which a Medicare beneficiary received health care items and services.

The Medicare program is subject to statutory and regulatory changes, retroactive and prospective rate adjustments, administrative rulings, interpretations of policy, Medicare administrative contractor determinations, and government funding restrictions. All of these restrictions may materially increase or decrease the rate of program payments to health care facilities and other health care suppliers and practitioners, including those paid for our cardiac monitoring services. Any changes in federal legislation, regulations and policy affecting Medicare coverage and reimbursement relative to our cardiac monitoring services could have an adverse effect on our performance.

The control centers that we establish will be required to enroll as Independent Diagnostic Testing Facilities ("IDTFs"), which is defined by CMS as an entity independent of a hospital or physician's office in which diagnostic tests are performed by licensed or certified non-physician personnel under appropriate physician supervision. Medicare has set certain performance standards that every IDTF must meet in order to obtain or maintain its billing privileges. Specifically, an IDTF is required to: (i) operate its business in compliance with all applicable federal and state licensure and regulatory requirements for the health and safety of patients; (ii) provide complete and accurate information on its enrollment application, and report certain changes, within 30 calendar days, to the designated fee-for-service contractor on the Medicare enrollment application; (iii) maintain a physical facility on an appropriate site, that is not an office box or a commercial mail box that contains space for equipment appropriate for the services designated on the enrollment application, and both business and current medical records storage within the office setting of the IDTF; (iv) have all applicable diagnostic testing equipment, with the physical site maintaining a catalog of portable diagnostic testing equipment, including the equipment's serial number; (v) maintain a primary business phone under the name of the designated business, which is located at the designated site of the business, or within the home office of mobile IDTF units; (vi) have a comprehensive liability insurance policy per location, covering both the place of business and all customers and employees of the IDTF, and be carried by a non-relative owned company; (vii) agree not to directly solicit patients and to accept only those patients referred for diagnostic testing by an attending physician, who is furnishing a consultation or treating a beneficiary for a specific medical problem and who uses the results in the management of the beneficiary's specific medical problem; (viii) answer beneficiaries' questions and respond to their complaints; (ix) openly post the Medicare standards for review by patients and the public; (x) disclose to the government any person having ownership, financial, or a control interest or any other legal interest in the supplier at the time of enrollment or within 30 days of a change; (xi) have its testing equipment calibrated and maintained per equipment instructions and in compliance with applicable manufacturers suggested maintenance and calibration standards; (xii) have technical staff on duty with the appropriate credentials to perform tests and produce the applicable federal or state licenses or certifications of the individuals performing these services; (xiii) have proper medical record storage and be able to retrieve medical records upon request from CMS or its fee-for-service contractor within two business days; and (xiv) permit CMS, including its agents, or its designated fee-for-service contractors, to conduct unannounced, on-site inspections to confirm the IDTFs compliance with these standards.

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GOVERNMENT REGULATION OF MEDICAL DEVICES

Our cardiac monitoring devices are medical devices subject to extensive regulation by the FDA and if we operate outside the United States other global regulatory agencies. FDA regulations govern, among other things, the following activities we expect to perform, directly or through third-parties, in connection with medical devices:

· product design and development;

· product testing;

· product manufacturing;

· product labeling and packaging;

· product handling, storage, and installation;

· pre-market clearance or approval;

· advertising and promotion;

· product sales, distribution, and servicing; and

· post-market surveillance.

FDA’s Pre-market Clearance and Approval Requirements. Each medical device and certain other products we seek to commercially distribute in the U.S. must first receive 510(k) clearance or pre-market approval from the FDA, unless specifically exempted by the agency. The FDA classifies all medical devices into one of three classes. Devices deemed to pose lower risk are categorized as either Class I or II, which requires the manufacturer to submit to the FDA a 510(k) pre-market notification requesting clearance of the device for commercial distribution in the U.S. Some low risk devices are exempted from this requirement. Devices deemed by the FDA to pose the greatest risk, such as life sustaining, life-supporting or implantable devices, or devices deemed not substantially equivalent to a previously 510(k) cleared device are categorized as Class III, requiring pre-market approval. In rare cases, devices are categorized as Class III and still cleared under the 510(k) pre-market notification process. Class III devices which can be marketed with a pre-market notification 510(k) are those that are post-amendment (i.e., introduced to the U.S. market after May 28, 1976) and Class III devices which are substantially equivalent to pre-amendment (i.e., introduced to the U.S. market before May 28, 1976) Class III devices and for which the regulation calling for the pre-market approval application has not been published in 21 CFR.

510(k) Clearance Process. The 510(k) clearance process is the process we expect to be applicable to our initial cardiac monitors. To obtain 510(k) clearance, we must submit a pre-market notification to the FDA demonstrating the proposed device to be substantially equivalent to a previously cleared 510(k) device, a device that was in commercial distribution before May 28, 1976 for which the FDA has not yet called for the submission of pre-market approval applications, or is a device that has been reclassified from Class III to either Class II or I. In rare cases, as described in the prior paragraph, Class III devices are cleared through the 510(k) process. The FDA’s 510(k) clearance process usually takes at least three months from the date the application is submitted and filed with the FDA, but may take significantly longer.

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After a device receives 510(k) clearance, any subsequent modification of the device that could significantly affect its safety or effectiveness, or that would constitute a major change in its intended use, will require a new 510(k) clearance or could require pre-market approval. The FDA requires each manufacturer to make this determination initially, but the FDA can review any such decision and can disagree with a manufacturer’s determination. If the FDA disagrees with a manufacturer’s determination, the FDA may require the manufacturer to cease marketing and/or recall the modified device until 510(k) clearance or pre-market approval is obtained. After our initial cardiac monitor receives 510(k) clearance, we expect to modify and improve the device on a continuing basis. Some of those modifications we believe will not be significant, and therefore, new 510(k) clearances or pre-market approvals will not be required. Other modifications we believe will be significant and will require new 510(k) clearances from the FDA for these modifications. We note that the FDA may disagree with our determination and if the FDA requires us to seek 510(k) clearance or pre-market approval for any modifications to a previously cleared product, we may be required to cease marketing or recall the modified device until we obtain the required clearance or approval. Under these circumstances, we may also be subject to significant regulatory fines or other penalties.

Pre-market Approval Process. A pre-market approval application must be submitted if the medical device is in Class III (although the FDA has the discretion to continue to allow certain pre-amendment Class III devices to use the 510(k) process) or cannot be cleared through the 510(k) process. A pre-market approval application must be supported by, among other things, extensive technical, preclinical, clinical trials, manufacturing and labeling data to demonstrate to the FDA’s satisfaction the safety and effectiveness of the device.

After a pre-market approval application is submitted and filed, the FDA begins an in-depth review of the submitted information, which typically takes between one and three years, but may take significantly longer. During this review period, the FDA may request additional information or clarification of information already provided. Also during the review period, an advisory panel of experts from outside the FDA will usually be convened to review and evaluate the application and provide recommendations to the FDA as to the approvability of the device. In addition, the FDA will conduct a pre-approval inspection of the manufacturing facility to ensure compliance with Quality System regulations. New pre-market approval applications or pre-market approval application supplements are required for significant modifications to the manufacturing process, labeling of the product and design of a device that is approved through the pre-market approval process. Pre-market approval supplements often require submission of the same type of information as a pre-market approval application, except that the supplement is limited to information needed to support any changes from the device covered by the original pre-market approval application, and may not require as extensive clinical data or the convening of an advisory panel.

We believe our cardiac monitors will require 510(k) clearance and not be subject to the pre-market approval process. However, the FDA is the governing authority and may, in its discretion, request pre-market approval applications from us and all manufacturers of similar devices. If the FDA calls for pre-market approval applications, we will be required to submit and obtain approvals for such devices within a specified period of time. If we fail to do so, we will not be allowed to continue marketing our cardiac monitors. BreastCare DTS™ has received FDA 510(k) clearance for marketing in the United States to be used by physicians as an adjunct to routine physical examination, including palpation, mammography and other established procedures for the detection of breast disease including breast cancer.

Clinical or Market Trials. A clinical or market trial is typically required to support a pre-market approval application and is sometimes required for a 510(k) pre-market notification. Clinical and market trials generally require submission of an application for an Investigational Device Exemption (“IDE”) to the FDA. The IDE application must be supported by appropriate data, such as animal and laboratory testing results, showing that it is safe to test the device in humans and that the investigational protocol is scientifically sound. The IDE application must be approved in advance by the FDA for a specified number of patients, unless the product is deemed a non-significant risk device and eligible for more abbreviated investigational device exemption requirements. Clinical and market trials for a significant risk device may begin once the investigational device exemption application is approved by the FDA as well as the appropriate institutional review boards at the clinical or market trial sites, and the informed consent of the patients participating in the clinical trial is obtained. We do not expect this process to apply to us at this time, but there can be no assurance the FDA will agree with our views in this regard.

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Pervasive and continuing FDA regulation. After a medical device is placed on the market, numerous FDA regulatory requirements apply, including, but not limited to the following:

· Quality System regulation, which requires manufacturers to follow design, testing, control, documentation and other quality assurance procedures during the manufacturing process;

· Establishment Registration, which requires establishments involved in the production and distribution of medical devices, intended for commercial distribution in the U.S., to register with the FDA;

· Medical Device Listing, which requires manufacturers to list the devices they have in commercial distribution with the FDA;

· Labeling regulations, which prohibit “misbranded” devices from entering the market, as well as prohibit the promotion of products for unapproved or “off-label” uses and impose other restrictions on labeling; and

· Post-market surveillance including Medical Device Reporting (MDR), which requires manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury, or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur.

Failure to comply with applicable regulatory requirements may result in enforcement action by the FDA, which may include one or more of the following sanctions:

· fines, injunctions, and civil penalties;

· mandatory recall or seizure of our products;

· administrative detention or banning of our products;

· operating restrictions, partial suspension or total shutdown of production;

· refusing our request for 510(k) clearance or pre-market approval of new product versions;

· revocation of 510(k) clearance or pre-market approvals previously granted; and

· criminal penalties.

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International Regulation. Sales of medical devices outside the United States are subject to foreign government regulations, which vary substantially from country to country. The time required to obtain approval by a foreign country may be longer or shorter than that required for FDA approval, and the requirements may differ significantly.

Environmental Regulation. We may use materials and products regulated under environmental laws, primarily in the manufacturing processes. We believe the ongoing cost of compliance with environmental protection laws and regulations will be borne by the manufactures we retain to manufacture our monitors and will not have a material impact on our business, financial position or results of operations.

Medical Device Tax. Effective January 1, 2013, as a result of the passage of the Patient Protection and Affordable Care Act, manufacturers of certain medical devices are subject to an excise tax on the sale of the devices. We expect our cardiac monitoring devices to be subject to these taxes. The tax is 2.3% of the sale price of the applicable medical device. The manufacturer is responsible for remitting these taxes to the Federal Government.

THIRD-PARTY REIMBURSEMENT

In the U.S., as well as in certain foreign countries, government-funded or private insurance programs, commonly known as third-party payers, pay a significant portion of the cost of a patient’s medical expenses. A uniform policy of reimbursement does not exist among all these payers. We believe that reimbursement is an important factor in the success of many medical devices and other medical products.

All U.S. and foreign third-party reimbursement programs, whether government funded or commercially insured, are developing increasingly sophisticated methods of controlling healthcare costs through prospective reimbursement and capitation programs, group purchasing, redesign of benefits, second opinions required prior to major surgery, careful review of bills, encouraging healthier lifestyles, and exploring more cost-effective methods of delivering healthcare. These types of programs can potentially limit the amount which healthcare providers may be willing to pay for medical devices. Reimbursement for the costs we will charge for our cardiac monitoring solutions is essential to successful operations and if we are unable to establish the relationships which are required to secure reimbursement, it is unlikely we will be able to operate profitably.

PRODUCT LIABILITY AND INSURANCE

The design, manufacture and marketing of medical devices and services of the types we expect to provide entail an inherent risk of product liability claims. In addition, we expect to provide information to health care providers and payors upon which determinations affecting medical care are made, and claims may be made against us resulting from adverse medical consequences to patients resulting from the information we provide. To protect ourselves from product liability claims, we expect to maintain professional liability and general liability insurance on a "claims made" basis. Insurance coverage under such policies is contingent upon a policy being in effect when a claim is made, regardless of when the events which caused the claim occurred. We believe will be able to secure insurance policies which will be adequate in amount and coverage for our operations. However, there can be no assurance that we will be able to obtain such insurance on commercially reasonable terms or that any coverage maintained by us is sufficient to cover future claims.

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SEASONALITY

There are no material seasonal elements to our business.

EMPLOYEES

As of November 14, 2014, we had no employees. We intend to employ the personal required to operate our business on or about the time that the development of our cardiac monitoring device is completed.

PROPERTIES

We presently operate out of offices provided to us without charge by Contex at 2798 Thamesgate Dr. Mississauga, Ontario, Canada. We expect to lease corporate and operational facilities in the future on an as-needed basis.

CORPORATE INFORMATION

Our principal executive offices are located at 2798 Thamesgate Dr., Mississauga, Ontario, Canada L4T 4E8. Our telephone number at this address is (289) 407-4377. You should direct all inquiries to us at this address and telephone number.

AVAILABLE INFORMATION

We file electronically with the U.S. Securities and Exchange Commission our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (collectively, the “SEC Reports”). Copies of these reports are located at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding our filings, at http://www.sec.gov.

RISK FACTORS

An investment in our common stock involves significant risks. You should consider carefully all of the information in this Report, including the risks and uncertainties described below and the financial statements and related notes included in the SEC Reports, before making an investment in our common stock. We have not commenced business operations and may not be able to do so. If any of the following risks occur, we may be unable to continue as a going concern. In that case, you would likely lose your entire investment. Once we have commenced business operations, the occurrence of the following risks could have a material adverse effect on our business, financial condition, results of operations, prospects or liquidity. In any such case, the market price of our common stock could decline, and you may lose all or part of your investment. Except for historical information, the information in this report contains "forward-looking" statements about our existing and future business and performance. Our actual operating results and financial performance may prove to be very different from what we have predicted as of the date of this report. The risks described below address some of the factors that may affect our future operating results and financial performance.

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Risks Related to Current Status

We have not and we may not be able to commence active business operations.

ECG is developing a cardiac monitoring system and has not commenced active business operations. We may not be able to successfully develop our initial cardiac monitoring system. We may not be able to provide the financing required to complete the development of our prototype monitor. Even if our initial monitor is successfully developed, we may not be able to secure the FDA clearances required for us to manufacture our initial monitors and place the monitors in service. We recently executed the License Agreement to distribute BreastCare DTS™ in the United States and in certain other territories. We may not be able to secure the financing required to launch this product. In addition, we believe may not be able to successfully commercially exploit this product event if we secure financing required to do so. In any of these cases, you may lose your entire investment in the Company.

RISKS RELATED TO OUR FINANCIAL CONDITION

Our independent accountant has included an explanatory paragraph in his report on our consolidated combined financial statements expressing doubt as to our ability to continue in business.

Our independent accountant has included an explanatory paragraph in his report on our consolidated financial statements for the year ended August 31, 2014, stating that there is substantial doubt about our ability to continue as a going concern due to our need to generate cash from operations or obtain additional financing. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Report of Independent Accountants” on our consolidated financial statements included as Exhibit 99.1 to this Report.

We have no operating history upon which an evaluation of our company can be made. For that reason, it would be difficult for a potential investor to judge our prospects for success.

We were organized on October 26, 2005 and have had no active operations since December, 2008, when we discontinued our previous business of mineral exploration. Most of our activities since January of 2009 have been centered on the acquisition of a new business. We have had no operating revenue since that date. There can be no assurance that our future proposed operations will be implemented successfully or that we will ever have profits. If we are unable to commence and sustain operations, our stockholders may lose their entire investments. We face all the risks inherent in a new business, including the expenses, difficulties, complications and delays frequently encountered in connection with initiating operations, including capital requirements and managements’ potential underestimation of initial and ongoing costs. As a new business, we may encounter delays and other problems. We also face the risk that we will not be able to effectively implement our business plan. In evaluating our business and prospects, these issues should be considered. If we are not effective in addressing these risks, we will not operate profitably or perhaps at all and we may not have adequate working capital to meet our obligations as they become due.

We need to effectively manage our growth and the execution of our business plan. Any failure to do so would negatively impact our results.

To manage our operations effectively, we will need to create operational, financial and other management processes and systems. Other than our chief executive officer, we have no staff and our success will depend on our ability to hire and retain employees and/or independent contractors while we maintain high levels of employee efficiency, to manage our costs in general and administrative expenses in particular and otherwise to efficiently execute our business plan. There are no assurances that we will be able to effectively and efficiently manage our growth. Any inability to do so could increase our expenses and negatively impact the result of our operations. Moreover, because we are small and have limited working capital, we must limit our operations and carefully execute our business plan. Because we will have to limit our operations based on available working capital, we may not generate sufficient sales to make a profit. If we do not make a profit, we may have to suspend or cease operations.

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Our Controlling Stockholders, who collectively own approximately 93% of our common stock, have pledged their shares to a lender to secure their guaranty of our obligations to a lender; if we default on the underlying loan, we could experience a change in control.

Our Controlling Stockholders have guaranteed our obligations under a loan agreement with an affiliated company which matures on December 1, 2015, which allows us to borrow CAD $583,000. Their guaranty is exclusively with recourse to and secured by their pledge of approximately 93% of our common stock. In the event we default on this loan, the lender may foreclose on the shares of our common stock subject to the pledge. In such case, we could experience a change of control.

The loss of key personnel would directly affect our efficiency and economic results.

We are dependent upon the creative skills and leadership of John Bentivoglio (our President and Chief Executive Officer). The loss of the services of Mr. Bentivoglio could have a material adverse effect on our business and operations, including our ability to execute our business plan.

Our strategy requires us to develop and maintain relationships with others.

Our strategy depends on our developing and maintaining relationships with other firms such as independent contractors and vendors. Of particular importance to us is our relationship with Contex, an engineering firm which is designing our initial cardiac monitoring device. We also will need to develop and maintain relationships with independent contractors which will market our products and vendors who will manufacture our cardiac monitoring devices and our BreastCare DTS™ product. It is vital to our success that we develop relationships with key independent contractors and vendors. There can be no assurance, however, that we will be able to develop and maintain relationships which provide us the services we require. If we fail to develop and maintain such relationships, we may be forced to change our strategy, which could have a material adverse effect on our ability to initiate operations and/or the results of our operations. Further, if our relationship with a key independent contractor or vendor is terminated, it is likely our business will be disrupted until a replacement is identified and the relevant services are procured.

We will need to raise additional financing which will result in dilution to our stockholders’ ownership and voting rights in our company, we may be unable to raise such capital when needed, or at all, and the terms of such capital may be adverse to our stockholders.

We will require financing to provide the working capital necessary to implement our strategy and expand our business. If we fail to arrange for such financing in the future, we will not be able to complete the development of our cardiac monitoring device until we can obtain adequate financing, which we may not be successful in accomplishing. We may not be able to obtain financing in sufficient amounts or on acceptable terms when needed, which will adversely affect our prospects. We will need to raise the financing necessary to meet our anticipated cash requirements for the foreseeable future. Our future funding requirements will depend on many factors, including:

· the results of our operations;

· the reimbursement rates associated with our cardiac monitors and other products and services;

· our ability to secure contracts with commercial payors providing for the reimbursement of our products and services;

· the costs associated with manufacturing and building our inventory of our initial and future generation monitors and other products;

· the costs of hiring personnel and investing in infrastructure to support future growth;

· the costs of undertaking future strategic initiatives, such as acquisitions or joint ventures;

· the emergence of competing technologies and products and other adverse market developments;

· the costs of preparing, filing, prosecuting, maintaining and enforcing patent claims and other intellectual property rights or defending against claims of infringement by others; and

· actions taken by the FDA, and other regulatory authorities affecting our products and competitive products.

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The financing we require may not be available on reasonable terms, or at all. Debt financing must be repaid regardless of whether or not we generate profits or sufficient cash flow from our business activities to satisfy the obligations. Equity financing will result in dilution to existing stockholders and may involve securities that have rights, preferences, or privileges that are senior to our common stock. If additional sales of our capital stock occur, your ownership interest and voting power in us will be decreased and the market price of our common stock may decrease.

General economic conditions, which are largely out of our control, may adversely affect our financial condition and results of operations.

Our operations may be affected by changes in general economic conditions. Recessionary economic cycles, higher interest rates, inflation, higher levels of unemployment, changes in the laws or industry regulations or other economic factors may adversely affect the demand for our cardiac monitoring solutions. Additionally, these economic factors and changes in laws and regulations may adversely affect our financial condition and results of operations.

Risks related to our business and industry

Our business is dependent upon referrals from physicians; if we fail to develop and maintain relationships and obtain those referrals, our business will be adversely impacted.

The success of our business is dependent upon physicians prescribing our services. Our success in obtaining prescriptions will be directly influenced by a number of factors, including:

· The establishment of relationships with independent contractors which will sell our services to physicians;

· the ability of the physicians who wish to prescribe our monitoring solutions to obtain sufficient reimbursement and be paid in a timely manner for the professional services they provide in connection with the use of our cardiac monitoring solutions;

· establishing ourselves as a comprehensive cardiac monitoring services provider;

· our ability directly, or through others, to educate physicians regarding the benefits of our cardiac monitoring solutions over alternative diagnostic monitoring solutions and regarding the benefits of the BreastCare DTS™ product as a supplement to periodical mammogram screening; and

· the clinical efficacy of our cardiac monitoring solutions and the BreastCare DTS™ product.

If we are unable to educate physicians regarding the benefits of our cardiac monitors and related services and of the BreastCare DTS™ product and are unable to obtain sufficient prescriptions for our services, we may not generate sufficient revenue from the provision of our products to establish or maintain an active business.

We and the physicians who prescribe our services will be dependent upon reimbursement for the fees associated with our services; the absence or inadequacy of reimbursement may cause our revenue to be insufficient to meet our cash requirements.

We expect to receive reimbursement for our services from commercial payors and from Medicare administrative contractors with jurisdiction in the states where we provide cardiac monitors and services.

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Over the past few years reimbursement rates from many third party payors have declined, in some cases significantly. There can be no assurance that this trend will not continue or apply to more third party payors. In addition, there is no assurance that third party payors' reimbursement will continue to cover cardiac monitoring services at all, or the cost of the BreastCare DTS™ product or, if covered, will reimburse them at commercially viable rates. In addition, private third party payors may not reimburse any services offered by us or reimburse our services at commercially viable rates. In this regard we will seek confirmations from third party payors and insurers that they will provide coverage for, and payment for our cardiac event monitoring services and to the cost of the BreastCare DTS™ product. We also will file applications with Medicare so that Medicare coverage will apply to our service. There can be no assurance that our efforts will be successful. The failure to receive reimbursement at adequate levels may adversely affect our revenues and our expected growth and our business, financial condition and results of operations.

In addition, we expect that our prescribing physicians will receive reimbursement for professional interpretation of the information provided by our products and services from commercial payors or Medicare. The efficacy, safety, performance and cost-effectiveness of our products and services, on a standalone basis and relative to competing services, will determine the availability and level of reimbursement we and our prescribing physicians receive. Our ability to successfully contract with payors is critical to our business because physicians and their patients will select cardiac monitoring solutions other than ours in the event that payors refuse to adequately reimburse our technical fees and physicians' professional fees and the absence of reimbursement would likely negatively affect sales of BreastCare DTS™ product.

We may experience difficulty in obtaining reimbursement for our services from commercial payors that consider our technology to be experimental and investigational, which would adversely affect our revenue and operating results.

Many commercial payors refuse to enter into contracts to reimburse the fees associated with medical devices, other products or services that such payors determine to be "experimental and investigational." Commercial payors typically label medical devices or services as "experimental and investigational" until such devices or services have demonstrated product superiority evidenced by a randomized clinical trial. As a result, these commercial payors may refuse to reimburse the technical and professional fees associated with our products and services. If commercial payors or Medicare decides not to reimburse our services or the related services provided by physicians, or the cost of the BreastCare DTS™ product or the rates of such reimbursement change, or if we fail to properly administer claims, our revenue could be insufficient to meet our cash requirements.

Reimbursement by Medicare is highly regulated and subject to change; our failure to comply with applicable regulations, could decrease the revenue we would otherwise generate and may subject us to penalties or have an adverse impact on our business.

CMS which imposes extensive and detailed requirements on medical services providers, including, but not limited to, rules that govern how we structure our relationships with physicians, how and when we submit reimbursement claims, how we operate our monitoring facilities and how and where we provide our cardiac monitoring solutions. Our failure to comply with applicable Medicare rules could result in our failure to qualify under the Medicare payment program, our being required to return any funds previously paid to us, civil monetary penalties, criminal penalties and/or exclusion from the Medicare program.

The operation of our call centers and monitoring facilities will be subject to rules and regulations governing IDTF and state licensure requirements; failure to comply with these rules could prevent us from receiving reimbursement from Medicare and some commercial payors.

We expect to have call centers and monitoring facilities in various states that analyze the data obtained from our cardiac monitors and report the results to physicians. In order for us to receive reimbursement from Medicare and some commercial payors, we must have a call center certified as an IDTF. An IDTF is defined by CMS as an entity independent of a hospital or physician’s office in which diagnostic tests are performed by licensed or certified non-physician personnel under appropriate physician supervision. Medicare has set certain performance standards that every IDTF must meet in order to obtain or maintain its billing privileges. Certification as an IDTF requires that we follow strict regulations governing how the center operates, such as requirements regarding the experience and certifications of the technicians who review data transmitted from our monitors. These rules and regulations vary from location to location and are subject to change. If they change, we may have to change the operating procedures that we previously developed at our call centers, which could increase our costs significantly. If we fail to obtain and maintain IDTF certification, our services may not be reimbursed by Medicare and some commercial payors, which could have a material adverse impact on our business.

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Our inability to secure suppliers to manufacture our monitoring devices and the BreastCare DTS™ product on a timely basis, would likely harm our ability to ship products to our customers, decrease our revenues and increase our costs.

We will need to develop relationships with one or more qualified independent contractors to manufacture our cardiac monitors and the BreastCare DTS™ product at reasonable costs. If we are unable to do so, we will not be able to initiate our business. We expect to work closely with our suppliers to try to ensure continuity of supply while maintaining high quality and reliability; we cannot guarantee that our supplies will be uninterrupted. In addition, due to the stringent regulations and requirements of the FDA regarding the manufacture of our products, we may not be able to quickly establish additional or replacement sources. A reduction or interruption in supply, and an inability to develop alternative sources for such supply, could result in significant delays or cancellations of shipments of our products which would adversely affect our business.

Interruptions or delays in telecommunications systems or in network or related services could impair the delivery of our services and harm our business.

The success of our services and devices is dependent upon our ability to store, retrieve, process and manage data and to develop, maintain and upgrade data processing and communication capabilities. We expect to develop disaster recovery and business continuity plans which provide for redundant servers and call centers, hourly back-up and storage of our data. As we commence and expand our commercial activities, an increased burden will be placed upon the telecommunications and data processing systems that we develop and the equipment upon which they rely. Interruptions of telephone service for any extended length of time, loss of stored data or other computer problems could have a material adverse effect on our business, financial condition and results of operations. Any interruption in the availability of the network connections may adversely affect our business. Frequent or persistent interruptions in our services could cause permanent harm to our reputation and could cause potential users of our services to believe that our systems are unreliable, leading them to use our competitors. Such interruptions could result in liability, claims and litigation against us for damages or injuries resulting from the disruption in service.

Moreover, the communications and information technology industries are subject to rapid and significant changes, and our ability to operate and compete is dependent in significant part on our ability to develop, update and enhance the communication technologies used in our cardiac monitoring systems and services.

If our competitors are able to develop or market monitoring solutions that are more effective, or gain greater acceptance in the marketplace than the solutions that we develop, our commercial opportunities will be reduced or eliminated.

The market for cardiac monitoring solutions is evolving rapidly and becoming increasingly competitive. Our industry is highly fragmented and characterized by a small number of large providers and a large number of smaller regional service providers. These third parties will compete with us in marketing to payors and prescribing physicians, recruiting and retaining qualified personnel, acquiring technology and developing solutions complementary to our programs. In addition, these companies have substantially greater resources than we do. If our competitors are better able to develop and patent cardiac monitoring solutions than us, or develop more effective or less expensive cardiac monitoring solutions that render the solutions that we develop obsolete or non-competitive, or deploy larger or more effective marketing and sales resources than we are able to develop, our business will be harmed and our commercial opportunities will be reduced or eliminated.

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The use of mammography systems for the detection of breast disease is well-established in many jurisdictions and we may not be able to successfully launch our BreastCare DTS™ product since there is no similar product in the marketplace to which we could compare our product.

The use of mammography systems for the detention of breast disease is well-established in most developing nations and it may prove difficult to initiate our activities for these products in these markets. While we believe that the BreastCare DTS™ product will be attractive in developing nations, we may be unable to successfully educate target audiences of the benefits of this product.

We operate in an intensely competitive industry, and our failure to respond quickly to technological developments and incorporate new features into our products could harm our ability to compete.

We operate in an intensely competitive industry that experiences rapid technological developments, changes in industry standards, changes in patient requirements, and frequent new product introductions and improvements. If we are unable to respond quickly and successfully to these developments, the products or technologies that we develop may become uncompetitive or obsolete. To compete successfully, we must maintain a successful research and development effort, develop new products, and improve our products at the same pace or ahead of our competitors. We expect our research and development efforts will initially be conducted by Contex. If our research and development efforts are unsuccessful, our future results of operations will be materially harmed.

Enforcement of federal and state laws regarding privacy and security of patient information may adversely affect our business, financial condition or operations.

The use and disclosure of certain health care information by health care providers and their business associates have come under increasing public scrutiny. Recent federal standards under the Health Insurance Portability and Accountability Act of 1996, or “HIPAA”, establish rules concerning how individually-identifiable health information may be used, disclosed and protected. Historically, state law has governed confidentiality issues, and HIPAA preserves these laws to the extent they are more protective of a patient's privacy or provide the patient with more access to his or her health information. As a result of the implementation of the HIPAA regulations, many states are considering revisions to their existing laws and regulations that may or may not be more stringent or burdensome than the federal HIPAA provisions. We must operate our business in a manner that complies with all applicable laws, both federal and state, and that does not jeopardize the ability of the physicians who prescribe our services and products to comply with all applicable laws. These laws and regulations present risks for health care providers and their business associates that provide services to patients in multiple states in the United States.

We may be subject, directly or indirectly, to federal and state health care fraud and abuse laws and regulations and if we are unable to fully comply with such laws, we could face substantial penalties.

Our operations may be directly or indirectly affected by various broad state and federal health care fraud and abuse laws, including the Federal Healthcare Programs' Anti-Kickback Statute and the Stark law. If our future operations are found to be in violation of these laws, we or our officers may be subject to civil or criminal penalties, including large monetary penalties, damages, fines, imprisonment and exclusion from Medicare and Medicaid program participation. If enforcement action were to occur, our business and results of operations could be adversely affected.

We may be subject to federal and state false claims laws which impose substantial penalties.

We expect that many of the physicians and patients who will use our services and products will file claims for reimbursement with government programs such as Medicare and Medicaid. As a result, we may be subject to the federal False Claims Act if we knowingly "cause" the filing of false claims. Violations may result in substantial civil penalties, including treble damages. The federal False Claims Act also contains "whistleblower" or "qui tam" provisions that allow private individuals to bring actions on behalf of the government alleging that the defendant has defrauded the government. In recent years, the number of suits brought in the medical industry by private individuals has increased dramatically. Various states have enacted laws modeled after the federal False Claims Act, including "qui tam" provisions, and some of these laws apply to claims filed with commercial insurers. We are unable to predict whether we could be subject to actions under the federal False Claims Act, or the impact of such actions. However, the costs of defending claims under the False Claims Act, as well as sanctions imposed under the False Claims Act, could adversely affect our results of operations.

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Changes in the health care industry or tort reform could reduce the number of cardiac monitoring solutions ordered by physicians, which could result in a decline in the demand for our cardiac monitoring solutions, pricing pressure and decreased revenue.

Changes in the health care industry directed at controlling health care costs or perceived over-utilization of cardiac monitoring solutions could reduce the volume of solutions ordered by physicians. If more health care cost controls are broadly instituted throughout the health care industry, the volume of cardiac monitoring solutions prescribed by physicians could decrease, resulting in pricing pressure and declining demand for our services, which could harm our operating results. In addition, it has been suggested that some physicians order cardiac monitoring solutions, even when the services may have limited clinical utility, primarily to establish a record for defense in the event of a claim of medical malpractice against the physician. Legal changes increasing the difficulty of initiating medical malpractice cases, known as tort reform, could reduce the amount of our services prescribed as physicians respond to reduced risks of litigation, which could harm our operating results.

Legislation and policy changes reforming the United States healthcare system may have a material adverse effect on our operating results and financial condition.

On March 23, 2010, both the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 were signed into law. Together, the two measures make the most sweeping and fundamental changes to the United States health care system since the creation of Medicare and Medicaid. The Health Care Reform laws include a large number of health-related provisions, including expanding Medicaid eligibility, requiring most individuals to have health insurance, establishing new regulations on health plans, establishing health insurance exchanges, requiring manufacturers to report payments or other transfers of value made to physicians and teaching hospitals, and modifying certain payment systems to encourage more cost-effective care.

In addition, various healthcare reform proposals have also emerged at the state level. We cannot predict the effect that newly enacted laws or any future legislation or regulation will have on us. However, the implementation of new legislation and regulation may lower reimbursements for our products, reduce medical procedure volumes and adversely affect our business.

If our suppliers fail to achieve or maintain regulatory approval of manufacturing facilities, our growth could be limited and our business could be harmed.

We expect to manufacture our cardiac monitors through third parties. In order to maintain compliance with FDA and other regulatory requirements, the manufacturing facilities where our monitors are manufactured must be periodically re-evaluated and qualified under a quality system to ensure they meet production and quality standards. Suppliers of components and products used to manufacture cardiac monitoring devices, and the manufacturers of the monitors must also comply with FDA regulatory requirements, which often require significant resources and subject our suppliers to potential regulatory inspections and stoppages. Similar rules may also apply to the manufactures of the BreastCare DTS™ product. If our suppliers do not maintain regulatory approval for our manufacturing operations, our business could be adversely affected.

We could be subject to medical liability or product liability claims, which may not be covered by insurance and which would adversely affect our business and results of operations.

The design, manufacture and marketing of services of the types we expect to provide entail an inherent risk of product liability claims. Any such claims against us may require us to incur significant defense costs, irrespective of whether such claims have merit. In addition, we expect to provide information to health care providers and payors upon which determinations affecting medical care are made, and claims may be made against us resulting from adverse medical consequences to patients resulting from the information we provide. In addition, we may become subject to liability in the event that the monitors and sensors we use fail to correctly record or transfer patient information or if we provide incorrect information to patients or health care providers using our services. If we incur one or more significant claims against us, or if we are required to undertake remedial actions in response to any such claims, such claims or actions would adversely affect our business and results of operations.

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We expect to secure our liability insurance which will be subject to deductibles and coverage limitations. However, insurance may not be available to us on acceptable terms, if at all, and, if available, the coverage may not be adequate to protect us against any future claims. If we are unable to obtain insurance at an acceptable cost or on acceptable terms with adequate coverage or otherwise protect against any claims against us, we will be exposed to significant liabilities, which may adversely affect our business and results of operations.

If we do not obtain and maintain adequate protection for our intellectual property, the value of our technology and devices may be adversely affected.

Our business and competitive positions are dependent in part upon our ability to protect our proprietary technology. To protect our proprietary rights, we expect to rely on a combination of trademark, copyright, patent, trade secret and other intellectual property laws, employment, confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements and protective contractual provisions with other third parties. We will attempt to protect our intellectual property position by filing trademark applications and U.S., foreign and international patent applications related to our proprietary technology, inventions and improvements that are important to the development of our business.

We do not believe that any single patent, trademark or other intellectual property right of ours, or combination of our intellectual property rights, is likely to prevent others from competing with us using a similar business model. There are many issued patents and patent applications held by others in our industry. Our competitors may independently develop technologies that are substantially similar or superior to our technologies, or design around our patents or other intellectual property to avoid infringement. In addition, we may not apply for a patent relating to products or processes that are patentable, we may fail to receive any patent for which we apply or have applied, and any patent owned by us or issued to us could be circumvented, challenged, invalidated, or held to be unenforceable, or rights granted thereunder may not adequately protect our technology or provide a competitive advantage to us. If a third-party challenges the validity of any patents or proprietary rights of ours, we may become involved in intellectual property disputes and litigation that would be costly and time-consuming.

Although third parties may infringe on our patents and other intellectual property rights, we may not be aware of any such infringement, or we may be aware of potential infringement but elect not to seek to prevent such infringement or pursue any claim of infringement, and the third party may continue its potentially infringing activities. Any decision whether or not to take further action in response to potential infringement of our patent or other intellectual property rights may be based on a variety of factors, such as the potential costs and benefits of taking such action, and business and legal issues and circumstances. Litigation of claims of infringement of a patent or other intellectual property rights may be costly and time-consuming, may divert the attention of our personnel, and may not be successful or result in any significant recovery of compensation for any infringement or enjoining of any infringing activity. Litigation or licensing discussions may also involve or lead to counterclaims that could be brought by a potential infringer to challenge the validity or enforceability of our patents and other intellectual property.

To protect our trade secrets and other proprietary information, we intend to require our employees, consultants, contractors and outside collaborators to enter into written nondisclosure agreements. These agreements, however, may not provide adequate protection to prevent any unauthorized use, misappropriation or disclosure of our trade secrets, know-how or other proprietary information. These agreements may be breached, and we may not become aware of, or have adequate remedies in the event of, any such breach. Also, others may independently develop the same or substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets.

Our ability to use our cardiac monitoring devices and distribute the BreastCare DTS™ product may be impaired by the intellectual property rights of third parties.

Our success is dependent in part upon our ability to avoid infringing the patents or proprietary rights of others. Our industry is characterized by a large number of patents, patent filings and frequent litigation based on allegations of patent infringement. Competitors may have filed applications for, or have been issued, patents, and may obtain additional patents and proprietary rights related to devices, products, services or processes that we compete with. We may not be aware of all of the patents or patent applications potentially adverse to our interests that may have been filed or issued to others.

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U.S. patent applications may be kept confidential while pending in the U.S. Patent and Trademark Office. If other companies have or obtain patents relating to our monitors or services, we may be required to obtain licenses to those patents or to develop or obtain alternative technology. We may not be able to obtain any such licenses on acceptable terms, or at all. Any failure to obtain such licenses could impair or foreclose our ability to make, use, market or sell our products and services.

Based on the litigious nature of our industry and the electronics field in general and the fact that we may pose a competitive threat to some companies who own or control various patents, it is possible that one or more third parties may assert a patent infringement claim seeking damages and to enjoin the manufacture, use, sale and marketing of our monitors and services and the BreastCare DTS™ product. If a third-party asserts that we have infringed on its patent or proprietary rights, we may become involved in intellectual property disputes and litigation that would be costly and time-consuming and could impair or foreclose our ability to make, use, market or sell our products and services. Additionally, we may receive notices from other third parties suggesting or asserting that we are infringing their patents and inviting us to license such patents. We do not believe that we will infringe on any other party's patents or that a license to any such patents is necessary.

If we are found to infringe on the patent or intellectual property rights of others, we may be required to pay damages, stop the infringing activity or obtain licenses or rights to the patents or other intellectual property in order to use, manufacture, market or sell our products and services. Any required license may not be available to us on acceptable terms or at all. If we succeed in obtaining such licenses, payments under such licenses would reduce any earnings from our products. In addition, licenses may be non-exclusive and, accordingly, our competitors may have access to the same technology as that which may be licensed to us. If we fail to obtain a required license or are unable to alter the design of our monitors, or other products, to make a license unnecessary, we may be unable to manufacture, use, market or sell our monitors and services, or other products, which could significantly affect our ability to initiate, sustain or grow our commercial business.

If we fail to obtain and maintain necessary FDA clearances, our business will be adversely affected.

The monitors, sensors and bases that we will manufacture and use in our business are classified as medical devices and are subject to extensive regulation by the FDA. We expect to apply for required FDA clearances, but there can be no assurance that our applications will be approved. If we do not secure required FDA clearances we will not be able to initiate our cardiac monitoring business. Further, we will be required to establish registration with the FDA as a distributor of medical devices. FDA regulations govern manufacturing, labeling, promotion, distribution, importing, exporting, shipping and sale of monitoring devices. Our monitor will require "510(k) clearance" status from the FDA. Modifications to our monitors or our algorithms that could significantly affect safety or effectiveness, or that could constitute a significant change in intended use, would require a new clearance from the FDA. If in the future we make changes to our devices or our algorithms, the FDA could determine that such modifications require new FDA clearance, and we may not be able to obtain such FDA clearances timely, or at all.

We will be subject to or affected by continuing regulation by the FDA, including quality regulations applicable to the manufacture of our cardiac monitors and various reporting regulations, as well as regulations that govern the promotion and advertising of medical devices. The FDA could find that we have failed to comply with one of these requirements, which could result in a wide variety of enforcement actions, ranging from a warning letter to one or more severe sanctions. These sanctions could include fines, injunctions and civil penalties; recall or seizure of our monitors; operating restrictions, partial suspension or total shutdown of production; refusal to grant 510(k) clearance of new components or algorithms; withdrawing 510(k) clearance already granted to one or more of our existing components or algorithms; and criminal prosecution. Any of these enforcement actions could be costly and significantly harm our business, financial condition and results of operations.

We may be subject to federal reporting requirements involving payments we make to physicians.

Section 6002 of the Patient Protection and Affordable Care Act requires certain medical devices manufacturers that produce devices covered by the Medicare and state Medicaid programs to report annually to the government certain payments to physicians and teaching hospitals. If we fail to appropriately track and report such payments to the government, we could be subject to civil fines and penalties, which could adversely affect the results of our operations.

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Additional Risk Related to Our License of BreastCare DTS ™

We continue to conduct due diligence regarding BreastCare DTS™, the market for the product, the strength of the underlying patents, the status of required regulatory approvals and how the product can most efficiently be manufactured. There can be no assurance on the outcome of our due diligence with respect to these issues. In addition, we have entered into release agreements with several of Life Medical’s creditors. Other creditors of Life Medical may make claims against us as a result of our license of BreastCare DTS™. We cannot assure you of the outcome should such claims be made by Life Medical’s creditors

CERTAIN FACTORS RELATED TO OUR COMMON STOCK

The price of our common stock may be volatile, and a stockholder’s investment in our common stock could suffer a decline in value regardless of our operating performance.

A consistent active trading market has not existed for our common stock. There can be no assurance that our common stock will be actively traded in the future. If our common stock is actively traded, the market price for our common stock has been and is likely to be volatile, and may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

· changes in reimbursement rates or policies by payors;

· adoption of our services by physicians;

· changes in Medicare rules or regulations;

· the development of increased competition for arrhythmia monitoring solutions;

· price and volume fluctuations in the overall stock market;

· changes in operating performance and stock market valuations of other early stage companies generally;

· changes in the competitive landscape of the market for our products and services, including technological innovations by our competitors and new entrants to the market;

· the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

· changes in financial estimates by any securities analysts who follow our common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our common stock;

· ratings downgrades by any securities analysts who follow our common stock;

· the public's response to press releases or other public announcements by us or third parties, including our filings with the SEC, regulatory matters relating to governmental entities including Medicare, the FDA, and the U.S. Department of Justice, and announcements relating to payor reimbursement decisions, product development, litigation and intellectual property impacting us or our business;

· market conditions or trends in our industry or the economy as a whole;

· the development and sustainability of an active trading market for our common stock;

· future sales of our common stock by us or our officers, directors and significant stockholders;

· other events or factors, including those resulting from war, incidents of terrorism, natural disasters or responses to these events; and

· changes in accounting principles.

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Our common stock is listed on the OTCQB and has historically thinly traded, so you may be unable to sell at or near asking prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

The trading volume of our common stock has been and may continue to be limited and sporadic. As a result of such trading activity, the quoted price for our common stock on the OTCQB may not necessarily be a reliable indicator of its fair market value. A consistent established trading market for our common stock may never develop or be maintained. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. Absence of an active trading market reduces the liquidity of the shares traded there.

Currently our Common Stock is quoted in the OTCQB. The OTCQB is a significantly more limited market than the New York Stock Exchange or NASDAQ system. The quotation of our shares on the OTCQB may result in a less liquid market available for existing and potential stockholders to trade shares of our Common Stock, could depress the trading price of our Common Stock and could have a long-term adverse impact on our ability to raise capital in the future. In addition, the market and the trading volume we develop may be limited by the fact that many major institutional investment funds, including mutual funds, as well as individual investors follow a policy of not investing in OTCQB stocks and certain major brokerage firms restrict their brokers from recommending OTCQB stocks because they are considered speculative, volatile and thinly traded. The OTCQB market is an inter-dealer market much less regulated than the major exchanges and our Common Stock is subject to abuses, volatility and shorting.

Our common stock is subject to price volatility unrelated to our operations.

The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is generally subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

If we fail to remain current on our reporting requirements, we could be removed from the OTCQB, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Companies trading on the OTCQB, such as the Company, must be reporting issuers under Section 12 of the Exchange Act, and must be current in their reports under Section 13 of the Exchange Act, in order to maintain price quotation privileges on the OTCQB. If we fail to remain current on our reporting requirements, we could be removed from the OTCQB. As a result, the market liquidity for our securities could be adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

A large number of shares of common stock will be eligible for future sale and may depress our stock price.

Our shares that are eligible for future sale may have an adverse effect on the price of our stock. As of November 14, 2014, there were 85,669,654 shares of our Common Stock outstanding, excluding 1,412,619 shares held by ECG Also, we expect to issue shares of our common stock, or other securities or instruments convertible into our common stock in the future to raise funds to satisfy our working capital requirements. The average daily trading volume for our stock on the OTCQB historically has been very low. Sales of substantial amounts of common stock, or a perception that such sales could occur, and the existence of options or warrants to purchase shares of common stock at prices that may be below the then current market price of the common stock, could adversely affect the market price of our common stock and could impair our ability to raise capital through the sale of our equity securities.

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Provisions in our Articles of Incorporation provide for indemnification of officers and directors, which could require us to direct funds away from our business.

Our Articles of Incorporation provide for the indemnification of our officers and directors. We advance costs incurred by an officer or director and to pay judgments, fines and expenses incurred by an officer or director, including reasonable attorneys’ fees, as a result of actions or proceedings in which our officers and directors are involved by reason of being or having been an officer or director of our company. Funds paid in satisfaction of judgments, fines and expenses may be funds we need for the continued operation of our business, thereby affecting our ability to attain or maintain profitability.

The requirements of being a public company may strain our resources and distract our management.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). These requirements place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls for financial reporting. We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires annual management assessments of the effectiveness of our internal controls over financial reporting and in the future may be required to file a report by our independent registered public accountants addressing these assessments. During the course of our testing, we may identify deficiencies which we may not be able to remediate in time to meet the deadlines imposed by the Sarbanes-Oxley Act. If we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with the Sarbanes-Oxley Act.

In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight may be required. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, we may need to hire accounting and financial staff with appropriate public company experience and technical accounting knowledge, and we cannot assure you that we will have the resources available to do so or that we will be able to do so in a timely fashion.

Our common stock is classified as a “penny stock” as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our common stock will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

The SEC has adopted regulations which generally define so-called "penny stocks" to be an equity security that has a market price less than $5.00 per share, subject to certain exemptions. Under this definition our common stock is designated a "penny stock." As a "penny stock," our common stock is subject to Rule 15g-9 under the Exchange Act of 1934, or the "Penny Stock Rule." This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and "accredited investors" (generally, individuals with a net worth in excess of $1,000,000, exclusive of his residence, or annual incomes exceeding $200,000, or $300,000 together with their spouses).

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

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The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of our stockholders to sell their shares and have the effect of reducing the level of trading activity. These additional sales practice and disclosure requirements could impede the sale of our common stock. Our common stock, in all probability, will be subject to such penny stock rules for the foreseeable future and our stockholders will, in all likelihood, find it difficult to sell their common stock.

There can be no assurance that our Common Stock will qualify for exemption from the Penny Stock Rule. In any event, even if our Common Stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b) (6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of a penny stock if the SEC determines that such a restriction would be in the public interest.

We have no intention of paying dividends.

We have never declared or paid any cash dividends on our Common Stock. We currently intend to retain future earnings, if any, for growth of the business and, therefore, do not expect to pay any dividends in the foreseeable future.

The interests of our Controlling Stockholders, may conflict with the interests of our stockholders, and the concentration of voting power with our Controlling Stockholders will limit our other stockholders ability to influence corporate matters.

Our Common Stock has one vote per share on all matters to be voted on by stockholders. The Nick Bozza Family Trust, The John Bentivoglio Family Trust and The Sgro (2010) Family Trust (collectively, our “Controlling Stockholders”), have approximately 93% of the voting power of our capital stock. A Trustee of one of our Controlling Stockholders is our sole director and sole executive officer of the Company. Our Controlling Stockholders will have significant influence for the foreseeable future over management and affairs and over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as mergers or other business combinations, the acquisition or disposition of assets, the incurrence of indebtedness, the issuance of any additional shares of common stock or other equity securities and the payment of dividends on our common stock. Collectively, they will also have the power to prevent or cause a change in control, and could take other actions that might be desirable to them but not to other stockholders. This concentrated control will limit our stockholders ability to influence corporate matters and, as a result, we may take actions that our stockholders do not view as beneficial. As a result, the market price of common stock could be adversely affected.

Our issuance of preferred stock could adversely affect the market value of our common stock, dilute the voting power of common stockholders and delay or prevent a change of control.

Our Articles of Incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock which shares are outstanding and currently owned by ECG and has a voting power of 20 votes per share. These shares of Preferred Stock constitute treasury shares and may be retired and restored to the status of authorized and unissued shares and be subsequently reissued without an amendment to the Company’s Articles of Incorporation. Therefore, our board of directors will have the authority to cause us to issue, without any further vote or action by the stockholders, up to 10,000,000 shares of preferred stock. The issuance of these shares of preferred stock, if it were to occur, could adversely affect the market price for our common stock by making an investment in the common stock less attractive.

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Since the voting rights of the preferred stock may adversely affect the voting power of the holders of our common stock either by diluting the voting power of our common stock or by giving the holders of any such preferred stock the right to block an action even if the action were approved by the holders of our common stock, the issuance of shares of preferred stock may also have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders, even where stockholders are offered a premium for their shares.

Provisions in our charter documents and under Nevada law could discourage a takeover that stockholders may consider favorable.

Provisions in our Articles of Incorporation and by-laws may have the effect of delaying or preventing a change of control or changes in our management. These provisions include the following:

Our board of directors has the right to determine the authorized number of directors, and the right to elect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to control the size of or fill vacancies on our board of directors.

Our board of directors has the right to issue 10,000,000 shares of our Preferred Stock, each share of which has the voting power of 20 shares of our Common Stock.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

Reference is made to the Notes to the financial statements of 2340960 Ontario Inc. (which we refer to in this Report as ECG) for the periods ended August 31, 2014 and August 31, 2013 which is filed as Exhibit 99.1 to this Report (the “Financial Statements”), which should be read in conjunction with this Management Discussion below. The numbers and percentages contained in this Section are approximate. Exhibit 99.2 to this Report contains the unaudited pro froma condensed combined financial statements of the Company for the period ended August 31, 2014 giving effect to the Share Exchange as if it had occurred on September 1, 2013. The unaudited pro forma condensed combined balance sheet as of August 31, 2014, combines our balance sheet and those of ECG and the statements of operations contained therein combines our statement of operations and those of ECG. The pro froma financial statements do not purport to be indicative of results of operations had the Share Exchange occurred at the beginning of the period or of the results which may occur in the future.

The Exchange Agreement is accounted for a reverse merger, in which ECG is deemed to be the acquiring entity for accounting purposes. The discussion and analysis of ECG’s financial condition and results of operations is based upon the financial statements of ECG which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of the Financial Statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities. On an on-going basis, the Company estimates on historical experience and on various other assumptions that, it believes to be reasonable under the circumstances, the results of which form the Company’s basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Company cannot predict what future laws and regulations might be passed that could have a material effect on its results of operations. The Company assesses the impact of significant changes in laws and regulations on a regular basis and updates the assumptions and estimates used to prepare its financial statements when it deems necessary.

The Company’s primary sources of funding to date have been capital contributions by its stockholders and cash provided by borrowings from affiliates. The Company’s primary uses of funds have been for capital expenditures, general and administrative expenses and research and development expenditures.

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ECG was incorporated on August 31, 2012 under the laws of Ontario to engage in any lawful corporate undertaking. The Company has been in the developmental stage since inception and is in the process of designing and developing a wireless and leadless cardiac monitor.

GOING CONCERN

As shown in the Financial Statements filed as Exhibit 99.1 to this Report, we have not generated any operating revenue since inception, have incurred losses, and have an accumulated deficit of $378,246 as of August 31, 2014. These factors among others raise substantial doubt about our ability to continue as a going concern.

ECG’s financial statements have been prepared on a going concern basis, which implies we will continue to meet our obligations and continue our operations for the next fiscal year. Our going concern is dependent upon financial support from our stockholders and our ability to obtain necessary equity and debt financing to continue operations. There can be no assurance that we will ever be profitable. Our 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 we be unable to continue as a going concern.

BASIS OF PRESENTATION

These Financial Statements contain the accounts of ECG as at August 31, 2014 and August 31, 2013 and the accounts of its subsidiary ECGI, formerly known as Sunrise Holdings Limited ("Sunrise"), from the date of the Transaction on June 9, 2014 to August 31, 2014. Any inter company accounts and transactions are eliminated.

ECGI (we) are reflected as a subsidiary in the Financial Statements since ECG owned 20.5% of our common shares and 100% of the preferred shares of ECGI as at August 31, 2014. As such, a non controlling interest of 79.5% is recorded in the statement of operations and balance sheet presented in the Financial Statements from June 9, 2014 to August 31, 2014. As a result of consummation of the Share Exchange, ECGI’s fiscal year changed from September 30, to August 31, which is the fiscal year of ECG.

The Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America and are presented in United States Dollars.

RESULTS OF OPERATIONS

ECG has been in the developmental stage since inception. Since inception, ECG’s efforts have been principally devoted to designing and developing a wireless cordless cardio monitor. From inception to August 31, 2014, the Company has sustained losses and has an accumulated deficit of $378,246.

ECG’s loss from operations for the period ended August 31, 2014 was $164,177 compared to a loss of $45,712 for the period ended December 31, 2013. General and administrative expenses were $122,421 for the twelve-months ended August 31, 2014, compared to $36,733 for the twelve-months ended August 31, 2013, an increase of $85,688. This increase in general is predominately due to expenses related to the start-up of our business.

Also, we incurred research and development expenses of $41,756 during the period ended August 31, 2014 as compared to $8,979 during the comparable period in 2013, related to the development of our cardiac monitoring device.

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Total comprehensive loss for the period ended August 31, 2014 was $342,372 as compared to $43,815 for the period ended August 31, 2013, an increase of $298,557, $181,297 of which resulted from an impairment charge of $181,297 resulting in from a writedown of the goodwill attributed to the acquisition of ECGI common and preferred stock in the Transaction.

BALANCE SHEET DISCUSSION

Year ended August 31, 2014 and 2013

As of August 31, 2014, our total assets were $129,674, total liabilities were $515,598 and stockholders’ deficit was $385,924 compared to $40,041, $83,593 and $43,522, respectively for the period ending August 31, 2013. Current assets at August 31, 2014 were $86,617 consisting of cash compared to $35,475, $35,475 consisting of cash of $11,481 and prepaid expenses of $23,994, respectively for the period ending August 31, 2013. Included in total assets as of August 31, 2014 are property, and equipment, net of depreciation of $2,960 and other assets of $40,097 consisting of the cost of financing costs, net of accumulate authorization, compared to $4,566 of property net of depreciation, for the period ending August 31, 2013.

As of August 31, 2014, our total current liabilities were $130,620, consisting of stockholder loans in the amount $74,423 and accounts payable of $56,197 compared to current liabilities of $83,593, consisting of stockholder loans $75,431 and accounts payable of $8,162 for the period ending August 31, 2013. Our total liability for the period ended August 31, 2014 included a long-term debt to a related party of $384,978. The significant increase in our total liabilities in 2014 compared to 2013 resulted from the increase in our accounts payable and the long-term borrowing from a related party.

The net cash used in our operating activities in the twelve-month period ended August 31, 2014 was $(83,571), a increase of $22,027 from that used in the twelve-month period ended August 31, 2013 ($61,544), which net increase was affected by the increase in our net loss to $345,474 as compared to a net loss of $47,712 incurred in 2013.

Net cash used in investment activities in the twelve-month period ended August 31, 2014 was ($181,297), as compared to ($4,566) in the comparable period in 2013, which increase was due to the acquisition of shares of our common and preferred stock by ECG in the Transaction. Net cash from financing activities in the twelve-month period ended August 31, 2014 was $336,786, compared to $75,431 in the comparable period in 2013, which increase primarily related to proceeds from long-term related party financings.

LIQUIDITY AND CAPITAL RESOURCES

ECG has been in the developmental stage since inception. Since inception, ECG’s efforts have been principally devoted to designing and developing a wireless cordless cardio monitor. From inception to August 31, 2014, the Company has sustained losses and has an accumulated deficit of $378,246. The Company has funded its activities to date primarily through contributions from its stockholders and loans from affiliates.

In May 2014, ECG entered into a loan agreement (the “May Loan Agreement”) with an affiliated company, pursuant to which the lender agreed to lend the Company up to CAD $583,000. This loan bears interest at the rate of 12% per annum, compounded monthly, and matures on December 1, 2015. ECG’s shareholders guaranteed ECG’s obligations under the May Loan Agreement with recourse exclusively to the shares they owned of ECG. As a result of the Share Exchange, we have agreed to guaranty ECG’s obligations under the May Loan Agreement and pledge the shares of ECG that we acquired in the Shares Exchange to the lender as security for our guaranty. Our guaranty is secured by a lien on all of our assets. In addition, our Controlling Stockholders guaranteed ECG’s obligations under the May Loan Agreement with recourse exclusively to the shares of our common stock that they acquired in the Share Exchange. Under the terms of the May Loan Agreement, 50% of the net proceeds we realize from the sale of our capital stock or from borrowings must be used to repay the amounts owned under this Loan. As of August 31, 2014, CAD $418,000 (USD $384,978) is outstanding under the May Loan Agreement.

In connection with the License Agreement, in October 2014 we borrowed CAD $79,106 (the “October Loan”) from an Ontario corporation owned in equal thirds by John Bentivoglio, Nicholas Bozza and Frank Sgro (the “Lender”), all of whom are affiliates of the Company. This loan bears interest at the rate of 12% per annum, compounded monthly and matures on December 1, 2015. Our obligations under this Loan are secured by a lien on all of our assets as well as pledge of the stock we own in our wholly owned subsidiary which entered into the License Agreement.

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As of September 15, 2014, we owe affiliates approximately $538,507.

We do not have substantial commitments for capital expenditures. However, we will require financing to provide the working capital necessary to implement our business plan and expand our business. If we fail to arrange for such financing in the future, we will not be able to complete the development of our cardiac monitor or execute our business plan until we can obtain adequate financing, which we may not be successful in accomplishing. We may not be able to obtain financing in sufficient amounts or on acceptable terms when needed, which will adversely affect our prospects. We will need to raise the financing necessary to meet our anticipated cash requirements for the foreseeable future.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements, financings, or other relationships with consolidated entities or other persons, also known as “special purpose entities”.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are more fully described in Note 2 to the Financial Statements is attached to the Report as Exhibit 99.1. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities. Actual results could differ from those estimates under different assumptions or conditions.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRETORS AND EXECUTIVE OFFICERS AND RELATED STOCKHOLDER MATTERS

The following table presents information regarding the beneficial ownership of the Company’s common stock and preferred stock by the following persons as of November 14, 2014:

· each of the Company’s executive officers;

· each of the Company’s directors;

· all of the Company’s directors and executive officers as a group; and

· each beneficial owner of more than 5 percent of any class of our voting securities.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of the Company’s common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of November 14, 2014 are deemed to be outstanding and to be beneficially owned by the person holding the options or warrants for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Applicable percentage voting power is based on 85,669,654 shares of common stock outstanding and does not take into account 1,412,619 shares of common stock and 10,000,000 shares of preferred stock which are owned by the Company’s wholly owned subsidiary, 2340960 Ontario Inc.

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Shares Beneficially Owned 

After Consummation of the Share Exchange 

	Common Stock
Name of Beneficial Owner	Shares		%
Officers and Directors
John Bentivoglio (1)(3)		29,812,500		34.8	%
All directors and Executive Officers as a group		29,812,500		34.8	%
The Nick Bozza Family Trust (2)		29,812,500		34.8	%
Nick Bozza, Trustee (1)(3)		29,812,500		34.8	%
Louise Bozza, Trustee (1)(3)		29,812,500		34.8	%
Lily Gascoigne, Trustee (1)(3)		29,812,500		34.8	%
The John Bentivoglio Family Trust (2)		29,812,500		34.8	%
John Bentivoglio, Trustee (1)(3)		29,812,500		34.8	%
Michael Bentivoglio, Trustee (1)(3)		29,812,500		34.8	%
Christina Cecchini, Trustee (1)(3)		29,812,500		34.8	%
The Sgro (2010) Family Trust (2)		19,812,500		23.1	%
Frank Sgro, Trustee (1)(3)		19,812,500		23.1	%
Diane Sgro, Trustee (1)(3)		19,812,500		23.1	%
Gino Alberelli, Trustee (1)(3)		19,812,500		23.1	%

_____________

(1) Represents shares beneficially owned by a family trust of which the listed beneficial owner is a co-trustee and as a result could be deemed to have shared voting and dispositive power and be the beneficial owner of the shares owned by the family trust.

(2) Represents shares beneficially owned by the listed beneficial owner. The shares owned by the listed trust is held of record by John Bentivoglio, Nick Bozza or Frank Sgro, as a nominee for the trust of which he is a trustee.

(3) Each individual included in the table disclaims beneficial ownership of shares beneficially owned by the family trust of which he/she is a co-trustee.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

We experienced a change in control on June 9, 2014, both at the stockholder and director levels as the result of the purchase of 1,412,619 shares of our common stock and 10,000,000 shares of preferred stock, approximately 97 percent of the cumulative voting power of our capital stock, which was issued and outstanding on that date, and the simultaneous reconstitution of our Board of Directors (collectively, the “Transactions”). On June 9, 2014, upon the closing of the Transactions, our board of directors, which then consisted of Xuguang Sun and Shaojun Sun, appointed John Bentivoglio as the sole member of our board of directors and the sole executive officer of the Company.

Xuguang Sun, who was our President, Chief Executive Officer, Treasurer and a director and Shaojun Sun , who was our Chief Financial Officer, Vice President and a director, thereupon resigned from their respective director and officer positions.

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The biography of our sole Director and sole Executive Officer as follows:

Name	Age	Positions and Offices
John Bentivoglio	53	Chief Executive Officer and Director

Mr. John Bentivoglio, has served as our sole director and sole executive officer since June, 2014. For over 15 years, Mr. Bentivoglio has been a senior partner of Profit Consultants, Inc. an international consulting firm with offices in Houston, Texas, Montreal, Canada and London, UK. Mr. Bentivoglio has experience in mergers and acquisitions of publicly traded companies, and has served in general management roles with global restaurant chains and has experience in financial restructuring. Mr. Bentivoglio has an education in Business Administration.

The following individual is expected to be appointed to our board of directors.

Mr. Nicholas Bozza, CEO and founder of ECG, has been the President of Canadian Arrhythmia Institute Inc. (“CAII”) and has ten years experience in the cardiology therapeutic area. Mr. Bozza has gained expertise with respect to the cardiac diagnostics market through the development of CAII and his key relationships with payers, physicians and patients. Mr. Bozza holds a Bachelor of Arts with a major in Marketing and Economics and a Bachelor of Arts in Health Sciences.

INFORMATION CONCERNING THE BOARD OF DIRECTORS, BOARD COMMITTEES AND CORPORATE GOVERNANCE

BOARD COMPOSITION

Our Board of Directors (the “Board”) consists of one (1) director. We are not a listed issuer whose securities are listed on a national securities exchange, or an inter-dealer quotation system which has requirements that a majority of the board of director be independent. Under NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Under such definition, our director, John Bentivoglio would not be considered independent as he also serves as an executive officer of the Company. Our Board has no "independent directors" under the corporate governance rules and regulations of NASDAQ. Presently we are not required to comply with the director independence requirements of any national securities exchange. Prior to having our securities listed on any national securities exchange, we would appoint directors that meet the independence requirements of the applicable exchange.

COMMITTEES OF THE BOARD

Since the Company's Common Stock is quoted on the OTCQB, the Board has no immediate plans or need to establish an audit committee with a financial expert or a compensation committee to determine guidelines for determining the compensation of its executive officers or directors. For similar reasons, the Company has not adopted a written policy for considering recommendations from stockholders for candidates to serve as directors or with respect to communications from stockholders.

BOARD MEETINGS AND STOCKHOLDER COMMUNICATIONS

The Board conducted all of its business and approved all corporate action during the fiscal year ended August 31, 2014 by the unanimous written consent of its members, in the absence of formal board meetings. We have not yet established a policy with respect to Board members’ attendance at the annual meetings. A stockholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our Chief Executive Officer at the address appearing on the first page of this Information Statement.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who beneficially own more than 10 percent of a registered class of the Company’s equity securities, to file report of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3 (initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership Securities). Directors, executive officers and beneficial owners of more than 10 percent of the Company’s Common Stock are required by SEC regulations to provide the Company with copies of all Section 16(a) forms that they file. Based solely on review of the copies of such forms furnished to the Company, or written representations that no reports were required, the Company believes that each current officer, director and beneficial owner of 10 percent or more of the Company’s securities filed a Form 3 with the SEC after the closing of the Share Exchange but failed to do after the closing of the Transaction.

CODE OF ETHICS

The Company has not adopted a written code of ethics that applies to the Company's principal executive officer, principal financial officer, principal accounting officer and any persons performing similar functions. The Company expects to adopt a code of ethics in the future.

COMPENSATION OF EXECUTIVE OFFICERS

The following table shows for fiscal years ended August 31, 2014 and August 31, 2014, respectively, certain compensation awarded or paid to, or earned by, our prior Presidents and Chief Executive Officers (the "Named Executive Officers”). None of our current executive officers have received a salary or benefits since the consummation of the Transaction although we may compensate them for services in the future.

None of our executive officers earned more than $100,000 in salary and bonus for the 2014 or 2013 fiscal years. We did not grant options to acquire shares of our common stock to them during the period indicated.

SUMMARY COMPENSATION TABLE

NAME AND PRINCIPAL POSITION	FISCAL YEAR	SALARY ($)		BONUS ($)		STOCK AWARDS ($)		ALL OTHER COMPENSATION ($)		TOTAL ($)
Xuguang Sun	2014		—		—		—		—		—
President; Chief Executive Officer; Treasurer and Director	2013		—		—		—		—		—
John Bentivoglio	2014		—		—		—		—		—
Chief Financial Officer(1)	2013		—		—		—		—		—

(1) Mr. Sun served as our President until the consummation of the Transaction on June 9, 2014 at which time Mr. John Bentivoglio became our sole executive officer and sole director.

INCENTIVE PLANS

We previously adopted the 2007 Stock Option, SAR and Stock Bonus Consultant Plan. No options or other securities issued under the plan are outstanding.

PENSION BENEFITS

There were no pension benefit plans in effect in 2014 or 2013.

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NONQUALIFIED DEFINED CONTRIBURTION AND OTHER NONQUALIFIED DEFERRED COMPENSATION PLANS

There were no nonqualified defined contributions or other nonqualified deferred compensation plans in effect in 2014 or 2013.

OPTION GRANTS IN LAST FISCAL YEAR

We did not grant to the Named Executive Officers options to purchase shares in fiscal 2014 or 2013.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

None of our officers held options to purchase shares of our common stock during fiscal 2014 or 2013.

EMPLOYMENT AGREEMENTS

We have not entered into an employment agreement with any employee of the Company.

DIRECTOR COMPENSATION

We have not compensated our Board members for their participation on the Board and do not have any standard or other arrangements for compensating them for such services. We may issue shares of our common stock or options to acquire shares of our common stock to members of our Board in consideration for their services as members of our Board. We do expect to reimburse Directors for expenses incurred in connection with their attendance at meetings of the Board.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

As of September 30, 2013, the Company owned Mr. Shaojun Sun and Mr. Xuguang Sun an aggregate of $34,836 which amount was increased by $6,000 to $40,836 during the six-month ended March 31, 2014. On consummation of the Transaction, Messrs. Sun released the Company from liability with respect to these loans.

On June 5, 2014, Nick Bozza and John Bentivoglio assigned any and all rights they might have had in the design of our cardiac monitor to us and we granted an exclusive license to promote, advertise, manufacture, distribute and sell our cardiac monitoring device in Canada, excluding the Province of Ontario, to a company beneficially owned by The John Bentivoglio Family Trust and the Nick Bozza Family Trust which collectively own 69.6% of our common stock.  Such rights with respect to Ontario were licensed to The Nick Bozza Family Trust. For additional information with respect to this license agreement, See the discussion under the caption “Licenses to Affiliates” in the Business Section of This Report. 

ECG has purchased in the past, and will continue to purchase in the future, services with respect to the development of its cardiac monitors from Contex, a corporation partially owned (40% of the voting stock and 34% of all capital stock) by an entity owned by The Nick Bozza Family Trust, The John Bentivoglio Family Trust and The Sgro (2010) Family Trust which collectively own over 92% of our common stock (our “Controlling Stockholders”). In addition, our sole director and sole executive officer, Mr. John Bentivoglio, is a trustee of The John Bentivoglio Family Trust, the beneficiaries of which are members of his family. In this connection ECG paid Contex $41,756 during the 12-month period ended August 31, 2014. While the Company believes that it is currently purchasing services from Contex on comparable or better terms than those available from other sources for the same or equivalent services, there can be no assurance that the Company will, in the future, be able to do so. The existence of this relationship can create conflicts of interests between the significant stockholders of the Company and the Company and between our executive officer and the Company, given that our executive officer will be negotiating contracts and overseeing the delivery of services by Contex, an entity in which his affiliate has an interest.

In connection with the entry into the License Agreement, the Company borrowed CAD $79,106 (the “Loan”) from an Ontario corporation owned in equal thirds by John Bentivoglio, Nicholas Bozza and Frank Sgro, who are trustees of The John Bentivoglio Family Trust, The Nick Bozza Family Trust and The Sgro (2010) Family Trust, respectively (the “Lender”). The Loan is to be repaid on December 1, 2015, together with interest at the rate of 12 % per annum, compounded monthly. Our obligations under this Loan are secured by a lien on all of our assets as well as pledge of the stock we own in our wholly owned subsidiary which entered into the License Agreement. As additional consideration for the making of the Loan, the Company agreed, through its subsidiary, to enter into a sublicense agreement with the Lender whereby the Lender will be granted the exclusive rights to distribute the BreastCare DTS ™ product in Canada with royalty’s payable at the rate of 5.5% of net sales, as to be defined in the sublicense agreement.

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During the fiscal year ended August 31, 2014, the Company borrowed $418,000 Canadian ($384,978 USD) from a company owned by Frank Sgro, a trustee of The Sgro (2010) Family Trust, which loan is payable on December 1, 2015, together with interest at a rate of 12% per annum, compounded monthly and matures on December 1, 2015. ECG’s shareholders (who are now our Controlling Stockholders) guaranteed ECG’s obligations under the May Loan Agreement with recourse exclusively to the shares they owned of ECG. As a result of the Share Exchange, we have agreed to guaranty ECG’s obligations under the May Loan Agreement and pledge the shares of ECG that we acquired in the Shares Exchange to the lender as security for our guaranty. Our guaranty is secured by a lien on all of our assets. In addition, our Controlling Stockholders guaranteed ECG’s obligations under the May Loan Agreement with recourse exclusively to the shares of our common stock that they acquired in the Share Exchange.

Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

LEGAL PROCEEDINGS

We are not involved in any lawsuit the disposition of which would have a material effect upon either our results of operations, financial position, or cash flows.

MARKET FOR THE COMPANY'S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASERS OF EQUITY SERCURITIES AND SMALL ISSUER PURCHASE OF EQUITY SECURITIES

MARKET FOR OUR COMMON STOCK

AND RELATED

STOCKHOLDER MATTERS

COMMON STOCK

Quotations for the Company's common stock (the “Common Stock”) appear on the OTCQB. Since the Company obtained the ticker symbol (OTCBB: SUIP) on November 20, 2007 and until the closing of the Transactions on June 9, 2014, transactions in the Common Stock can only be described as sporadic. On November 9, 2014, the Company changed its name from Sunrise Holdings Limited to Event Cardio Group Inc. and its ticker symbol to ECGI.

The following table sets forth for the respective periods indicated the high and low closing bid prices of the Company's common stock on the OTCQB. Such prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.

Calendar Quarter Ended	High Bid		Low Bid
November 30, 2012	$	.022	$	.005
February 28, 2013	$	.0102	$	.0066
May 31, 2013	$	.042	$	.0066
August 31, 2013	$	.02	$	.0137
November 30, 2013	$	.015	$	.004
February 28, 2014	$	.021	$	.015
May 31, 2014	$	.031	$	.0155
August 31, 2014	$	.0751	$	.0233

On November 14, 2014, the closing price for the Company's Common Stock was $0.16 per share. There are no outstanding options or warrants to purchase shares of our Common Stock.

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SECURITY HOLDERS

On the close of business on November 14, 2014, there were 85,669,654 shares of our common stock outstanding, excluding 1,412,619 shares of Common Stock owned by our wholly owned subsidiary, which were held of record by approximately 108 stockholders, not including persons or entities that hold the stock in nominee or "street" name through various brokerage firms.

DIVIDEND POLICY

We have not declared or paid any cash dividends on our common stock and do not intend to declare or pay any cash dividends in the foreseeable future. The payment of dividends, if any, is within the discretion of our Board and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as our Board may consider.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

In January, 2007, we adopted an equity compensation plan entitled the 2007 Stock Option, SAR and Stock Bonus Consultant Plan. 2,000,000 shares of common stock are available for issuance under the plan. No option or other securities are outstanding under the plan. We do not have any individual compensation arrangements with respect to our capital stock. The issuance of any of our common or preferred stock is within the discretion of our Board, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

RECENT SALES OF UNREGISTERED SECURITIES

In November 14, 2014, in exchange for all of the outstanding capital stock of ECG, we issued to ECG’s stockholders an aggregate of 79,500,000 shares of our common stock.

On November 9, 2014, we issued 700,000 shares of our common stock to an accredited investor for $100,000.

No securities have been issued for services. No services were performed by any purchaser as consideration for the shares issued.

The securities issued in the foregoing transactions were exempt from registration under Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder as transactions by an issuer not involving a public offering. The Company placed legends on the certificates stating that the securities were not registered under the Securities Act and set forth the restrictions on their transferability and sale. No general advertising or solicitation was used in selling the securities. No commissions or underwriting fees were paid to any placement agents in connection with the sale or issuances of the securities.

DESCRIPTION OF SECURITIES

As of the close of business on November 14, 2014, our authorized capital stock consists of 190,000,000 shares of common stock, par value $.001 per share, of which there are 86,082,273 shares issued and outstanding and 10,000,000 shares of preferred stock, all of which are outstanding. 1,412,619 shares of our common stock and 10,000,000 shares of our preferred stock are held by ECG, our wholly owned subsidiary.

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COMMON STOCK

As of November 14, 2014, there are 103,917,727 shares of common stock available for future issuance. The Company currently has commitments to issue shares of common stock valued at $376,064.05 to the Life Medical Creditors, such number of shares to be determined by dividing 376,064.05 by the volume weighted average price (“VWAP”) of our common stock as reported by Blumberg for the five (5) consecutive trading days ending on the day before the 15^th calendar day after consummation of the Share Exchange.

Holders of common stock have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board and are entitled to share ratably, as a single class, in all of the assets of the Company available for distribution to holders of common stock on the liquidation, dissolution or wind up of the affairs of the Company. Holders of common stock do not have preemptive, subscription or conversion rights. There are no redemption or sinking fund provisions for the benefit of the common stock in the Company’s Articles of Incorporation. All outstanding shares of common stock are validly issued, fully paid and non-assessable.

PREFERRED STOCK

Our Articles of Incorporation provides our Board with authority to issue 10,000,000 shares of non-convertible preferred stock which has a voting power of 20 votes per share. These shares are issued and outstanding, are currently owned by ECG and constitute treasury shares which may be retired and restored to the status of authorized and unissued shares and be subsequently reissued without an amendment to the Company’s Articles of Incorporation. Therefore, our Board has the authority to cause us to issue, without any further vote or action by the stockholders, up to 10,000,000 shares of preferred stock.

The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of preferred stock might impede a business combination due to the 20-vote per share voting rights of our preferred stock that would enable the holder to block such a transaction, or facilitate a business combination if the voting rights would provide a required percentage vote of the stockholders. Although the Board is required to make any determination to issue such stock based on its judgment as to the best interests of our stockholders, the Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of our stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized preferred stock, unless otherwise required by law.

TRANSFER AGENT AND WARRANT AGENT

The transfer agent for our securities and warrant agent for our warrants is Pacific Stock Transfer Company, 4045 S. Spencer Street, Suite 403, Las Vegas, NV 89119; telephone number 702.361.3033.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Articles of Incorporation provides that no director or officer shall have any personal liability to the Company or its stockholders for damages for breach of fiduciary duty as a director or officer, except for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or (ii) the payment of dividends in violation of the Nevada Revised Statutes.

Our by-laws provides that we may indemnify, including for attorney’s fees and other expenses, to any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Company and allow us to indemnify our employees and other persons who serve or served at our request as a director, officer, partner, employee or trustee of another corporation or entity or enterprise.

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Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys’ fees which are not advanced under the provisions of our by-laws) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Company deems appropriate.

We may enter into agreements to indemnify our directors, officers and employees, in addition to the indemnification provided for in our Articles of Incorporation and by-laws. These agreements, among other things, could indemnify our directors and officers for certain expenses (including advancing expenses for attorneys' fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by us or in our right, arising out of such person's services as a director, officer or employee of the Company, any subsidiary of ours or any other company or enterprise to which the person provides services at our request. In addition, we may, in the future, secure insurance providing indemnification for our directors and officers for certain liabilities. We believe that these indemnification provisions and agreements and related insurance are necessary to attract and retain qualified directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 (a) Financial Statements   Our Financial Statements for the years ended August 31, 2013 and August 31, 2014 (collectively our “Financial Statements”), are incorporated herein by reference.

(b) Exhibits	Description
**2.1	Form of Share Exchange Agreement made and entered into as of the 8th day of September, 2014 by and between (i) Sunrise Holdings Limited, a Nevada corporation and (ii) Nick Bozza, as nominee for Nick Bozza, Louise Bozza and Lilly Gascoigne as Trustees for the Nick Bozza Family Trust, (iii) John Bentivoglio, as nominee for Gianfranco Bentivoglio, Michael Bentivoglio and Christina Cecchini as Trustees for the John Bentivoglio Family Trust, (iv) Taunton Ravenscroft Inc. as nominee for Frank Sgro, Diane Sgro and Gino Alberelli as Trustees for the Sgro (2010) Family Trust, (v)The Nick Bozza Family Trust, (vi) The John Bentivoglio Family Trust and (vii) The Sgro (2010) Family Trust.
***3.1	Articles of Incorporation filed on October 25, 2005 in the State of Nevada

***3.2 Certificate of Amendment to Articles of Incorporation filed on October 4, 2006

****3.3 Certificate of Amendment to the Company’s Articles of Incorporation filed on November 6, 2014 and effective on November 7, 2014.

***3.4 Bylaws filed on Form 10-SB with the Securities and Exchange Commission on March 22, 2007.

*****10.1	Securities Purchase Agreement, dated as of May 14, 2014, by and among John Bentivoglio and each of Sunrise Lighting Holdings Limited, Shaojun Sun and Xuguang Sun.
***10.2	2007 Stock Option, SAR and Stock Bonus Consultant Plan dated January 15, 2007.

*10.3 Agreement dated as of May 22, 2014 between Contex International Technologies (Canada) Inc., 2340960 Ontario Inc., Richard Smith, Ricardo Alberto and Rodriguez Cornejo.

*10.4	Assignment Agreement dated as of June 5, 2014 between 2340960 Ontario Inc., Event Cardio Group Inc., Nicholas D. Bozza and John Bentivoglio.
*10.5	Loan Agreement dated as of May 20, 2014, by and between among, 2399371 Ontario Inc., and Event Cardio Group, Inc., 2340960 Ontario Inc., Taunton Ravensoft Inc., Gianfranco Bentivoglio and Nicolas Bozza.
*10.6	Promissory Note dated as of the 20th day of May, 2014 issued by 2340960 Ontario Inc., and related guaranties of Taunton Ravensoft Inc., John Bentivoglio and Nicolas Bozza.
*10.7	Share Pledge Agreement dated May 28, 2014 between Nicolas D. Bozza and Gianfranco Bentivoglio and Taunton Ravensoft Inc. and 2399371 Ontario Inc.

*21 List of subsidiaries

*99.1 Consolidated Financial Statements for 2340960 Ontario Inc. for the periods ended August 31, 2013 and August 31, 2014.

*99.2 Unaudited Proforma financial information.

___________________

*	Filed herewith
**	Filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on September 9, 2014 and incorporated herein by this reference.
***	Filed as an exhibit to the Company's report on Form 10-SB filed with the Securities and Exchange Commission on March 22, 2007 and incorporated herein by this reference.
****	Filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on November 10, 2014 and incorporated herein by this reference.
*****	Filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 16, 2014 and incorporated herein by this reference.

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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 hereunto duly authorized.

	Event Cardio Group Inc.
Dated: November 17, 2014	By:	/s/ John Bentivoglio
	Name:	John Bentivoglio
	Title:	Chief Executive Officer

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EX-10.3

EXHIBIT 10.3

 

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EX-10.4

EXHIBIT 10.4

THIS AGREEMENT made in duplicate and effective as of the 5^th day of June 2014.

B E T W E E N:

2340960 Ontario Inc., a company incorporated pursuant to the laws of the Province of Ontario (“2340960”) and Event Cardio Group Inc. (“ECGI”) a company incorporated pursuant to the laws of Canada;

(hereinafter referred to collectively as the "Company")

  OF THE FIRST PART;

- and -

NICHOLAS D. BOZZA, of the Town of Thorold, in the Province of Ontario

(hereinafter referred to as “Bozza”)

  OF THE SECOND PART;

- and -

GIANFRANCO (aka JOHN) BENTIVOGLIO , of the Town of Thorold, in the Province of Ontario

(hereinafter referred to as “Bentivoglio”)

  OF THE THIRD PART.

  WHEREAS Bozza and Bentivoglio have agreed to assign any and all their right, title and interest, excluding their rights in the Province of Ontario, Canada, in the design of certain wireless cardiac event recorder technology to Event Cardio Group Inc. or 2340960 Ontario Inc. in exchange for Event Cardio Group Inc. or 2340960 Ontario Inc. as the case may be granting an exclusive license in Ontario to the wireless cardiac event recorder to Bozza and an exclusive license in the rest of Canada to the wireless cardiac event recorder to Bozza and Bentivoglio.

  AND WHEREAS Bozza and Bentivoglio are desirous of securing the exclusive licences for the manufacture, distribution and sale in Canada of the wireless cardiac event recorder developed by the Company.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and mutual covenants and agreements herein contained (the sufficiency of which consideration is hereby acknowledged by the parties), the parties covenant and agree with each other as follows:

1.  DEFINITIONS

  As used in this Agreement, the word and phrases hereinafter set out shall in each particular case, unless the context requires otherwise, have the meaning hereafter provided:

(a) "Products" means the wireless cardiac event recorder as more particularly described in Schedule "B" attached hereto.

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(b)	"Company’sTrademarks" means the trademarks set out in Schedule "A" hereto and any subsequent additions or deletions.
(c)	"Territory" means in the case of Bozza the Province of Ontario and in the case of Bozza and Bentivoglio Canada excluding Ontario;
(d)	“Intellectual Property” means all intellectual and industrial property including, without limitation, all works, designs, industrial designs, trade secrets, confidential information, formulae, algorithms, ideas, concepts, inventions, processes, know-how, content, trade marks, trade names, discoveries and inventions, integrated circuit topographies, content, ideas.
(e)	“Intellectual Property Rights” means:

(i) any and all proprietary rights anywhere in the world provided under:

A.	patent law;
B.	copyright law (including moral rights);
C.	trade-mark law;
D.	design patent or industrial design law;
E.	semi-conductor chip or mask work or integrated circuit topography law; or
F.	any other statutory provision or common law principle applicable to this Agreement, including trade secret law,

	that may provide a right in either Intellectual Property or the expression or use of such Intellectual Property;
(ii)	any and all applications, registrations, licences, sub-licences, franchises, agreements or any other evidence of a right in any of the foregoing; and
(iii)	all licences and waivers and benefits of waivers of, all future income and proceeds from, and all rights to damages and profits by reason of the infringement or violation of any of, the intellectual property rights set out in above.

2.  GRANT

Exclusive Distribution in Ontario to Bozza

2.1  The Company hereby grants to Bozza, his successors and permitted assigns the exclusive rights in the Province of Ontario to promote, advertise, distribute and sell the Products manufactured by or for Company. Bozza may use the Company’s Trademarks in association with the promotion, advertisement, distribution and sale in Ontario of the Products manufactured by or for Company.

License in Ontario to Bozza

2.2  The Company hereby grants to Bozza, his successors and permitted assigns the rights to manufacture or have manufactured and to promote, advertise, distribute and sell in the Province of Ontario the Products manufactured by or for Bozza (the”Bozza Products”).

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Exclusive Distribution in Canada excluding Ontario to Bozza and Bentivoglio

2.3  The Company hereby grants to Bozza and Bentivoglio jointly, their successors and permitted assigns the exclusive rights in Canada excluding the Province of Ontario to promote, advertise, distribute and sell the Products manufactured by or for Company. Bozza and Bentivoglio may use the Company’s Trademarks in association with the promotion, advertisement, distribution and sale in Canada excluding Ontario of the Products manufactured by or for Company.

License in Canada excluding Ontario to Bozza and Bentivoglio

2.4  The Company hereby grants to Bozza and Bentivoglio jointly, their successors and permitted assigns the rights to manufacture or have manufactured and to promote, advertise, distribute and sell in in Canada excluding Ontario the Products manufactured by or for Bozza and Bentivoglio jointly (the “BB Products”).

General

2.5   Bozza and/or Bozza and Bentivoglio shall not, during or after the term of this Agreement, either directly or indirectly as principal agent, partner, joint venturer, shareholder, or by affiliated or associated companies or persons, or otherwise:

(i)	manufacture, sell or distribute the Products, Bozza Products or BB Products or authorize any of the foregoing upon the termination of this agreement; or
(ii)	utilize any unexpired right included in the Intellectual Property Rights for any purpose anywhere in the world except as specifically authorized herein; or
(iii)	Distribute or sell the Products, Bozza Products or BB Products or authorize any of the foregoing outside the Territory.

3.  MANUFACTURE AND SALE OF PRODUCTS

3.1  The Company will sell to and Bozza and/or Bozza and Bentivoglio may purchase the wireless cardiac event recorders to be distributed in the Territory pursuant to this Agreement from the Company or their designated manufacturer at the lesser of (i) Company’s manufacturing cost plus 10% (ii) Company’s manufacturing cost plus fifty dollars ($50) or (iii) at the best price and on the best terms offered by the Company for the wireless cardiac event recorders manufactured by or for Company in any jurisdiction throughout the World. Unless otherwise agreed, the amounts payable to Company by Bozza and/or Bozza and Bentivoglio shall be net sixty days.

3.2  Where Bozza and/or Bozza and Bentivoglio require modifications to the wireless cardiac event recorders manufactured by the Company to comply with any regulatory requirements of government repayment plans, or any other reasons the Company will use reasonable efforts to implement such modifications or provide all information and materials reasonably required for Bozza and/or Bozza and Bentivoglio to make such modifications.

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3.3  If the Company is not manufacturing or having the Products manufactured or will not or cannot further develop and improve the Products to comply with regulatory and government reimbursement requirements in Canada or part thereof, the Company will use reasonable efforts provide all information and materials reasonably required for Bozza and/or Bozza and Bentivoglio to make the Bozza Products and/or BB Products. Bozza and/or Bozza and Bentivoglio shall pay Company a royalty on each unit of the lesser of (i) ten per cent (10%) of their manufacturing cost of the Bozza Products or BB Products as the case may be or (ii) fifty dollars ($50) per unit. Royalties shall be paid based on annual accounting periods within thirty days of the end of the accounting period.

3.4  All Bozza Products and BB Products manufactured by or for Bozza and/or Bozza and Bentivoglio shall bear a mark different from the Company’s Trademarks.

4.  NON-WAIVER

  The failure of any party to exercise their rights herein upon the occurrence of any breach by the other party of its obligations shall not in any event constitute a waiver of such rights if such breach by the other party should reoccur.

5.  ASSIGNMENT

  Bozza with respect to the rights granted in paragraph 2.1 and 2.2 herein may assign the rights to a corporation incorporated by him to distribute the wireless cardiac event recorder in Ontario without requiring the consent of the Company.

  Bozza and Bentivoglio with respect to the rights granted in paragraph 2.3 and 2.4 herein may assign the rights to a corporation incorporated by them to distribute the wireless cardiac event recorder in Canada excluding Ontario without requiring the consent of the Company.

  This agreement and all its right and privileges hereunder may be assigned by the Company or either of 2340960 Ontario Inc. or Event Cardio Group Inc. without any requirement to obtain the consent of Bozza and/or Bozza and Bentivoglio. However, upon such assignment the Company shall advise Bozza and/or Bozza and Bentivoglio in writing of such assignment.

6.  DISPUTES

  All disputes between the Company and Bozza and/or Bozza and Bentivoglio arising out of, or in relation to, this Agreement, will be referred forthwith to a senior executive of each party involved in the dispute who shall attempt in good faith to resolve the dispute promptly and in an amicable manner. If no agreement can be reached through this process within thirty (30) days of a request by one party to the other to nominate a senior executive for dispute resolution, then the parties shall refer such dispute to mediation.

  If the dispute is not resolved, the Company and Bozza and/or Bozza and Bentivoglio will jointly appoint a mutually acceptable expert with experience and expertise in the subject matter of the dispute to mediate a resolution to such dispute. If the parties are unable to agree upon the selection of the mediator within five (5) business days of the beginning of their discussions relating thereto, then an expert willing to act in that capacity hereunder shall be appointed in the same manner as arbitrators are appointed pursuant to the Arbitration Act, 1991 (Ontario). Such expert will be appointed mediator on the condition that he promptly fixes a reasonable time and place for receiving representations, submissions or information from the parties. Such time must be within thirty (30) days, or such later date as the parties and the expert may agree, after the appointment of the expert. The mediation is to be held in Toronto, Ontario.

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7.  BINDING

  This Agreement and everything herein contained shall enure to the benefit of and be binding upon each of the parties hereto and upon their respective successors and assigns.

8.  LAWS OF THE PROVINCE OF ONTARIO

  This Agreement shall be construed in accordance with the laws of the Province of Ontario, Canada.

9.  PROVISIONS UNENFORCEABLE

  If any provision or any portion of any provision of this Agreement shall be held to be void or unenforceable, the remaining provisions of this Agreement and the remaining portion of any provision held void or unenforceable in part shall continue in full force and effect.

10.  ENTIRE AGREEMENT

  This Agreement constitutes the entire agreement between the parties with respect to the licenses granted herein and may not be amended or modified except by an instrument in writing signed by the parties hereto.

11.  RELATIONSHIP OF THE PARTIES

  The Company and the Bozza and Bentivoglio are not and shall not be considered to be joint venturers, partners or agents of each other and neither of shall have the power to bind or obligate the other. The parties covenant and agree that they will in no way incur any contractual or other obligation in the name of the other and neither shall have the liability for any debts incurred by the other.

12.  NOTICES

  All notices, requests, demands or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery or by registered mail, postage prepaid, addressed to such other party or delivered to such other party as follows:

(a)	to NICHOLAS D BOZZA at:
	4 Coleman Court,
	Thorold, ON
	L2V 4W3

(b)	to GIANFRANCO BENTIVOGLIO at:
	180 Keefer Rd
	Thorold Ontario
	L2V 4N9

(c)	to 2340960 ONTARIO INC. or Event Cardio Group Inc. at:
	36 Ormond St., South, Unit A,
	P.O. Box 52,
	Thorold, ON
	L2V 1YZ

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13.  COUNTERPARTS

  This Agreement may be executed in one or more counterparts and all of these counterparts shall for all purposes constitute one agreement, binding on the parties, notwithstanding that all parties are not signatory to the same counterpart.

IN WITNESS WHEREOF the parties hereto have duly executed this agreement to take effect as of the date first above written.

SIGNED, SEALED AND DELIVERED in the present of:
Witness: ____________________________	) ) ) )	/s/ Nicholas D Bozza NICHOLAS D BOZZA
/s/ Lily Gascoigne Lily Gascoigne	) ) ) )	/s/ Gianfranco Bentivoglio GIANFRANCO BENTIVOGLIO
	) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )	2340960 ONTARIO INC. Per: /s/ Nicholas D Bozza  Name: Nicholas D Bozza Per: /s/ Gianfranco Bentivoglio Name: Gianfranco Bentivoglio We have authority to bind the Company EVENT CARDIO GROUP INC. Per: /s/ Nicholas D Bozza  Name: Nicholas D Bozza Per: /s/ Gianfranco Bentivoglio Name: Gianfranco Bentivoglio We have authority to bind the Company

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EX-10.5

EXHIBIT 10.5

LOAN AGREEMENT

THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as of May 20, 2014, by and between among, 2399371 Ontario Inc. , an Ontario corporation (the “Lender”), and Event Cardio Group, Inc., a Canadian corporation (the “Company”), 2340960 Ontario Inc., an Ontario Corporation, (“Parent”), Taunton Ravenscroft Inc. (“TR”), Gianfranco Bentivoglio (“JB”) and Nicholas Bozza (“NB”).

RECITALS

Parent owns 100% of the issued and outstanding capital stock of Company.

JB, NB and TR own 37.5%, 37.5% and 25%, respectively, of the outstanding shares of the capital stock of Parent.

Parent intends to acquire 1,41,619 shares of the common stock (the “Acquired Common”) and 10,000,000 shares of the preferred stock (the “Acquired Preferred,” collectively with the Acquired Common, the “Acquired Shares”) of Sunrise Holdings Limited, a Nevada corporation whose common shares are listed on the OTCBB (“Pubco”).

Parent desires to borrow and Lender has agreed to lend to Parent CAD$583,000 (the “Loan”) on the terms set forth herein and Parent has agreed to grant to Lender a security interest in all of its assets and the Acquired Shares to secure its obligations to Lender. Inasmuch as JB, TR and NB will benefit from the making of the Loan, each has agreed to enter into this Agreement and perform the obligations required of him or it set forth below and issue the guarantees provided for herein and to secure such guarantees with a pledge of, in the case of Parent, all of its assets including the shares of Company and the Acquired Shares, and in the case of JB, TR and NB, their shares in Parent, and in all cases, any shares of Pubco they may hereafter acquire.

Parent and Company have embarked on a plan to create a wireless cardiac monitor as more fully described in the Business Plan entitled “Now Cardio” originally dated June 12, 2013, a copy of which has been provided to Lender (the “Business Plan”).

Parent is acquiring control of Pubco with a view towards causing Company and Parent to become subsidiaries of Pubco so Pubco might undertake the Business Plan.

At such times as deemed appropriate by JB and NB, shortly after consummation of the purchase of the Acquired Shares by Company, pursuant to a Share Exchange Agreement between Company and Pubco, Company shall become a subsidiary of Pubco. Subsequent thereto, pursuant to a Share Exchange Agreement, Parent shall become a subsidiary of Pubco. At such time Pubco shall assume all of Parent’s obligations under this Agreement and shall grant Lender a security interest in all of its assets, inclusive of those owned by Parent and Company. As a condition of such share exchanges, the Acquired Shares and such shares as shall be received in consideration for causing Company and Parent to become subsidiaries of Pubco (the “Additional Shares”) shall be distributed to JB, NB and TR, in the following proportions 37.5%, 37.5% and 25%. As a condition to its receipt of the Acquired Preferred, TR shall grant JB and NB a proxy, coupled with an interest, to vote the Preferred Shares held by TR, and shall enter into an agreement whereby TR shall agree to sell or otherwise transfer to the acquirer, such proportion of the Preferred Shares held by it as is equivalent to the proportion of the Preferred Shares sold or otherwise transferred by JB and NB to the acquirer for consideration comparable to that received by JB and NB.

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The Loan is to be for a total of CAD$583,000. Of such amount, CAD$33,000 is to be retained by the Lender and applied to its fees and expenses in connection with this Loan. The balance of the Loan is to be advanced in two tranches. The first tranche, in the amount of CAD$385,000 is to be advanced simultaneously with the execution and delivery hereof. The second tranche, in the amount of CAD$165,000 is to be advanced at such time as the parties shall agree but no later than the later of (i) the date upon which Parent becomes a subsidiary of Pubco and (ii) the date on which JB, NB Parent and the Company have (a) transferred to Pubco all right, title and interest each of them may hold in any intellectual property related to the business described in the Business Plan, including the Agreement between, among others, Parent and CONTEX INTERNATIONAL TECHNOLOGIES (CANADA) INC., a copy of which has been delivered to Lender, (b) in the case of JB and NB, entered into Employment Agreements or Consulting Agreements with Pubco containing non-competes, confidentiality agreements and such other conditions as are reasonably satisfactory to Lender, (c) obtained key man life insurance on the lives of JB and NB for the benefit of Lender in an amount no less than CAD$700,000. The later of such dates being referred to herein as the “Advance Date.”

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.  Agreement to Lend.

Pursuant to the terms and conditions set forth in this Agreement, Lender agrees to lend CAD$583,000 to Parent. Of such amount CAD$33,000 is to be retained by Lender to pay its expenses incurred in connection with this Loan and such amounts shall bear interest commencing such date as they are applied, CAD$385,000 is to be advanced simultaneously with the execution and delivery hereof and CAD$165,000 is to be advanced within three days of the Advance date.

To evidence the Loan, Parent is executing and delivering to Lender its promissory note (the “Note”) payable to Lender in the original principal amount of CAD$583,000. The Note shall bear interest at the rate of 12% per annum, shall be payable on December 1, 2015, and otherwise shall be subject to the terms and conditions set forth herein.

Parent acknowledges that the Note will provide for an acceleration of the due dat in the event of the occurrence of an event of default, including the failure to timely meet certain agreed upon milestones.

2.  Representations and Warranties of the Company, Parent, TR, JB and NB.

Company, Parent, JB, TR and NB hereby represent and warrant to Lender as follows:

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2.1  Organization, Good Standing and Qualification.

Each of Parent, Company and TR is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the Applicable Laws of its jurisdiction of organization. For purposes of this Agreement, “Applicable Laws” means all present laws, statutes, regulations, treaties, judgments and decrees in relation to an entity, and all requirements, requests, official directives, consents, approvals, authorizations, guidelines, rules, orders and policies of any governmental or regulatory authority applicable to the entity in a jurisdiction in which (i) it is organized or incorporated; (ii) its assets are located; and/or (iii) it conducts business. Each of Parent, Company and TR has the corporate power and authority to own and operate its properties and assets. Each of Parent, Company, TR, JB and NB has the power and authority to execute and deliver, as the case may be, this Agreement, the Note, the Guaranty, the Parent Guaranty, the Parent Pledge, the Shareholder Guaranty and the Shareholder Pledge (each as defined below and such agreements, together with such other and further documents and instruments executed and delivered by Company, Parent, JB or NB in connection herewith, being referred to herein collectively as the “Related Agreements”), each in accordance with its terms, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of Parent, TR and Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries taken individually and as a whole (a “Material Adverse Effect”).

2.2  Subsidiaries.

Neither Parent nor Company has any subsidiaries except, in the case of Parent, Company. For the purpose of this Agreement, a “Subsidiary” of any person or entity means (i) a corporation or other entity whose shares of stock or other ownership interests having ordinary voting power (other than stock or other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, or other persons or entities performing similar functions for such person or entity, are owned, directly or indirectly, by such person or entity or (ii) a corporation or other entity in which such person or entity owns, directly or indirectly, more than 50% of the equity interests at such time.

2.3  Capitalization; Voting Rights.

(a)  The authorized capital stock of the Company, as of the date hereof, consists of an unlimited number of Class A Common, Class B Common and Class C Common shares , of which 900 shares are issued and outstanding and all of which are owned by Parent. The authorized capital stock of Parent, as of the date hereof, consists of an unlimited number of Common Shares, of which 2,680 common shares are issued and outstanding and held as follows - 1,005 common shares are held by Nicholas D. Bozza, 1,005 common shares are held by Gianfranco Bentivoglio and 670 common shares are held by Taunton Ravenscroft Inc.

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(b)  There are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company or Parent of any of its securities.

(c)  All issued and outstanding shares of Company’s Common Stock and of Parent’s Common Stock: (i) have been duly authorized and validly issued and are fully paid and non-assessable and (ii) were issued in compliance with all applicable securities and corporate laws concerning the issuance of securities.

2.4  Authorization; Binding Obligations.

All corporate, partnership or limited liability company, as the case may be, action on the part of Parent, Company, TR, JB and NB necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of Parent, Company, TR, JB and NB hereunder and under the Related Agreements and the authorization, sale, issuance and delivery of the Note and the Related Agreements has been taken. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Parent, Company, TR, JB and NB, enforceable against each such person in accordance with their terms, except:

(a)  as limited by Applicable Laws relating to bankruptcy, insolvency, reorganization or other laws of general application affecting enforcement of creditors’ rights; and

(b)  general principles of equity that restrict the availability of equitable or legal remedies.

2.5  Assets, Liabilities.

Set forth on Schedule 2.5 (Assets) and Schedule 2.5 (Liabilities), respectively, are the principal assets of Parent and Company and all liabilities of Parent and Company, subject, in the case of liabilities to a margin of no more than $10,000. Neither Parent nor Company has any contingent liabilities.

2.6  Agreements; Action.

Set forth on Schedule 2.6 are all agreements to which Parent or Company is party. Except as set forth in Schedule 2.6: there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which Parent or Company is a party or by which it is bound which involves (i) the payment or receipt of more than $2,000 or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights.

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2.7  Obligations to Related Parties.

Except as set forth in Schedule 2.7, there are no obligations of Parent or Company to officers, directors, stockholders or employees of the Company or any of their affiliates.

Except as set forth in Schedule 2.7, none of the officers, directors or members of executive management or stockholders of Parent or Company or any members of their immediate families, are indebted to Parent or Company, or have any direct or indirect ownership interest in any firm or corporation with which Parent or Company is affiliated or with which Parent or Company has a business relationship. Except as set forth on Schedule 2.7, no officer or director or stockholder f Parent or Company or any member of their immediate families, is, directly or indirectly, interested in any material contract with Parent or Company and no agreements, understandings or proposed transactions are contemplated between Parent or Company and any such person. Neither Parent nor Company is a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

2.8  Title to Properties and Assets; Liens, Etc.

Except as set forth in Schedule 2.8, each of Parent and Company has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:

(a)  those resulting from taxes which have not yet become delinquent; and

(b)  minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of Parent or Company.

Except as set forth in Schedule 2.8, Parent and Company are in compliance with all material terms of each contract, agreement or lease to which it is a party or is otherwise bound.

2.9  Intellectual Property.

(a)  Each of Parent, Company, JB and NB owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to their knowledge, as presently proposed to be conducted in the Business Plan (the “Intellectual Property”), without any known infringement of the rights of others, including, without limitation, the intellectual property described on Schedule 2.9. Except for rights granted to or otherwise held by NB, which are described on Schedule 2.9, there are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is Parent or Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of “off the shelf” or standard products.

(b)  Neither Parent nor Company has received any communications alleging that Parent or Company has violated any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity, nor is Parent or Company aware of any basis therefor.

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2.10  Compliance with Other Instruments.

Neither Parent, TR nor Company is in violation or default of (x) any term of its Articles or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which Parent, Company, TR, JB or NB is a party, and the issuance and sale of the Note, each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of Parent, Company, JB or NB or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to Parent or Company, its business or operations or any of its assets or properties.

2.11  Litigation.

There is no action, suit, proceeding or investigation pending or currently threatened against Parent or Company or that prevents Parent, Company, Tr, JB or NB from entering into this Agreement or the Related Agreements, or from consummating the transactions contemplated hereby or thereby. Neither Parent, TR nor Company is a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.

2.12  Tax Returns and Payments.

Each of Parent, TR and Company has timely filed all tax returns (in accordance with all Applicable Laws) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by Parent or Company as of the date hereof have been paid. Except as set forth in Schedule 2.12, neither Parent nor Company has been advised:

(a)  that any of its returns, under any Applicable Law, have been or are being audited as of the date hereof; or

(b)  of any deficiency in assessment or proposed judgment to its taxes under any Applicable Law.

2.13  Employees.

Neither Parent nor the Company has or ever had any employees.

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2.14  Compliance with Laws; Permits.

Neither Parent nor Company is in violation of any Applicable Law in respect of the conduct of its business or the ownership of its properties. No governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of this Agreement or the Related Agreement and the issuance of the Note, except such as has been duly and validly obtained or filed, or with respect to any filings that must be made after the date hereof, as will be filed in a timely manner.

2.15  Environmental and Safety Laws.

Neither Parent nor Company is in violation of any Applicable Law relating to the environment or occupational health and safety and, to its knowledge, no material expenditures are or will be required in order to comply with any such existing Applicable Law. No Hazardous Materials (as defined below) are used or have been used, stored, or disposed of by Parent or Company or, to Company’s knowledge, by any other person or entity on any property owned, leased or used by Parent or Company. For the purposes of the preceding sentence, “Hazardous Materials” shall mean:

(a)  materials which are listed or otherwise defined as “hazardous” or “toxic” under any Applicable Law that governs the existence and/or remedy of contamination on property, the protection of the environment from contamination, the control of hazardous wastes, or other activities involving hazardous substances, including building materials; or

(b)  any petroleum products or nuclear materials.

2.16  Business Plan.

JB and NB have previously delivered to Lender a business plan with respect to the proposed development of a cardiac monitor (the “Business Plan”). Except for the rights to develop and distribute in Canada the products contemplated by such Plan, which are to be retained by or granted to JB and NB, such rights as may be held by JB, NB, the Company and Parent necessary or useful to the development of the product referenced in the Plan will be assigned to ECGI or Parent and thereafter acquired by Pubco as provided for above.

3.  Representations and Warranties of Lender.

The Lender hereby represents and warrants to the Company as follows (such representations and warranties do not lessen or obviate the representations and warranties of Parent, Company, JB, Tr or NB set forth in this Agreement):

3.1  Requisite Power and Authority.

Lender has all necessary power and authority under all provisions of Applicable Law to execute and deliver this Agreement and the Related Agreements and to carry out their provisions. All corporate or other action on Lender’s part required for the lawful execution and delivery of this Agreement and the Related Agreements have been taken. Upon their execution and delivery, this Agreement and the Related Agreements will be valid and binding obligations of Lender, enforceable in accordance with their terms, except:

(a)  as limited by Applicable Laws related to bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights; and

(b)  as limited by general principles of equity that restrict the availability of equitable and legal remedies.

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3.2  Legends.

(a)  The Note shall bear substantially the following legends:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO Event Cardio Group THAT SUCH REGISTRATION IS NOT REQUIRED.”; and

“UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS NOTE SHALL NOT TRADE THE NOTE BEFORE 4 MONTHS PLUS ONE DAY FOLLOWING THE DATE HEREOF.”

3.3  Patriot Act

Lender certifies that Lender has not been designated, and is not owned or controlled, by a “suspected terrorist” as defined in Executive Order 13224. Lender acknowledges that Parent and Company seek to comply with all Applicable Laws concerning money laundering and related activities. In furtherance of those efforts, Lender hereby represents, warrants and agrees that: (i) none of the cash or property that Lender will pay or will contribute to Company has been or shall be derived from, or related to, any activity that is deemed criminal under United States or Canadian law; and (ii) no contribution or payment by Lender to the Company, to the extent that they are within Lender’s control shall cause the Company to be in violation of the United States Bank Secrecy Act, the United States International Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, or the Canadian Proceeds of Crime (Money Laundering) and Terrorist Financing Act. Lender shall promptly notify Company if any of these representations ceases to be true and accurate. Lender agrees to provide Company any additional information regarding Lender that Company deems necessary or convenient to ensure compliance with all Applicable Laws concerning money laundering and similar activities. Lender understands and agrees that if at any time it is discovered that any of the foregoing representations are incorrect, or if otherwise required by Applicable Law related to money laundering or similar activities, Company may undertake appropriate actions to ensure compliance with Applicable Law. Lender further understands that Company may release confidential information about Lender and, if applicable, any underlying beneficial owners, to proper authorities if the Company, in its sole discretion, determines that it is in the best interests of the Company in light of any Applicable Law including the relevant rules and regulations under the laws set forth in subsection (ii) above.

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4.  Covenants of the Parent; TR, JB and NB.

Parent covenants and agrees with the Lender as follows:

4.1  Use of Funds.

Parent agrees that it will use a portion of the proceeds of the sale of the Note to purchase the Acquired Shares and, subsequent to the acquisition of Parent by Pubco, any remaining proceeds will be used for the purposes set forth in the Business Plan.

4.2  Taxes.

Each Parent and Company will promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of Parent or Company; provided, however, that any such tax, assessment, charge or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if Parent or Company shall have set aside on its books adequate reserves with respect thereto.

4.3  Insurance.

Each of Parent and Company will keep its assets which are of an insurable character insured by financially sound and reputable insurers against loss or damage by fire, explosion and other risks customarily insured against by companies in similar business similarly situated as the Company; and the Company will maintain, with financially sound and reputable insurers, insurance against other hazards and risks and liability to persons and property to the extent and in the manner which the Company reasonably believes is customary for companies in similar business similarly situated as the Company and to the extent available on commercially reasonable terms. Parent and Company shall (i) keep all its insurable properties and properties in which it has an interest insured against the hazards of fire, flood, sprinkler leakage, those hazards covered by extended coverage insurance and such other hazards, and for such amounts, as is customary in the case of companies engaged in businesses similar to the Company’s; (ii) maintain public and product liability insurance against claims for personal injury, death or property damage suffered by others; (iii) maintain all such worker’s compensation or similar insurance as may be required under any Applicable Law in which the Company is engaged in business; and (iv) furnish Lender, upon request, with (x) copies of all policies and evidence of the maintenance of such policies at least thirty (30) days before any expiration date.

4.4  Intellectual Property.

Parent and Company shall maintain in full force and effect its existence, rights and franchises and all licenses and other rights to use Intellectual Property owned or possessed by it and reasonably deemed to be necessary to the conduct of its business.

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4.5  Properties.

Parent and Company will keep its respective properties in good repair, working order and condition, reasonable wear and tear excepted, and from time to time make all needful and proper repairs, renewals, replacements, additions and improvements thereto; and each of Parent and Company will at all times comply with each provision of all leases to which it is a In the case of Parent- a Guarantee of all obligations of Company to Lender, together with a Pledge of all of its shares in Company party or under which it occupies property.

4.6  Employment Agreement.

Each of JB and NB agrees that he shall enter into an Employment Agrement with Pubco on terms and conditions reasonably satisfactory to Lender.

4.7  Acquisition of the Company and Parent by Pubco.

The Company, TR, JB and NB shall take such reasonable steps as are available to them to cause the Company to become a wholly-owned subsidiary of Pubco within 45 days of the date hereof. Further, in connection with such transaction, they shall cause Pubco to grant to the Lender a security interest in the assets acquired as part of such transaction to secure the obligations to Lender under the Note and to be bound by the covenants contained herein.

The Company, JB and NB shall take such reasonable steps as are available to them to cause Parent to become a wholly-owned subsidiary of Pubco (or the Company) no later than October 1, 2014. Further, in connection with such transaction, they shall cause Pubco to assume the obligations of Parent under the Note and to grant to the Lender a security interest in all of its assets acquired as part of such transaction to secure its obligations under the Note.

4.8  Issuance of Additional Shares.

So long as any portion of the Note remains outstanding neither the Company, Parent, nor Pubco shall issue any shares of capital stock or borrow any monies unless one-half of the net proceeds of such issuance or borrowing, up to the amount of the outstanding principal and accrued interest on the Note, are used to satisfy amounts due under the Note.

4.9  Contribution of Intellectual Property.

As soon as reasonably practical after the date hereof, each of JB and NB will assign to Parent all intellectual property and other rights he may hold with respect to the Business Plan and the development of the products described therein. Parent acknowledges that at such time as it becomes a subsidiary of Pubco, Pubco will be entitled to the benefits of the Agreement between Parent and CONTEX INTERNATIONAL TECHNOLOGIES (CANADA) INC.

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5.  Closing Deliveries.

Simultaneously with the execution and delivery hereof and as a condition to the Loan, Parent, Company, JB and NB, as the case may be shall execute and deliver to Lender:

(a)  In the case of Parent- the Note, together with a Security Interest in all of its assets, including its shares in Company and Puubco;

(b)  In the case of Company- a Guarantee of the obligations of Parent, together with a Security Agreement to secure the repayment of all of its obligations to Lender;

(c)  In the case of JB- (i) a Non Recourse Guarantee of all obligations of Parent to Lender, (ii) a Pledge of all of his shares in Parent and any shares he may acquire in Pubco, (iii) an assignment of all right, title and interest he may hold in intellectual property and other assets directly or indirectly related to the Business Plan and the products described therein and (iv) a non-compete agreement as described in Section 4.6 above;

(d)  In the case of NB- (i) a Non Recourse Guarantee of all obligations of Parent to Lender, (ii) a Pledge of all of his shares in Parent and any shares he may acquire in Pubco, (iii) an assignment of all right, title and interest he may hold in intellectual property and other assets directly or indirectly related to the Business Plan and the products described therein and (iv) a non-compete agreement as described in Section 4.6 above; and

(e)  In the case of TR- (i) a Non Recourse Guarantee of all obligations of Parent to Lender, (ii) a Pledge of all of its shares in Parent and any shares it may acquire in Pubco, (iii) an assignment of all right, title and interest it may hold in intellectual property and other assets directly or indirectly related to the Business Plan and the products described therein and (iv) a non-compete agreement as described in Section 4.6 above.

6.  Miscellaneous.

6.1  Limited Recourse.

Notwithstanding that JB and NB are parties hereto, they shall not have any personal liability for any misrepresentations or warranties contained herein or for the obligations of Parent or Company. In all cases other than a claim of fraud, the sole resourse of Lender against JB and NB shall, in each case, be limited to such interests they may have in Parent, Company or Pubco.

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6.2  Governing Law.

THIS AGREEMENT AND EACH RELATED AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. ANY ACTION BROUGHT BY EITHER PARTY AGAINST THE OTHER CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND EACH RELATED AGREEMENT SHALL BE BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK. BOTH PARTIES AND THE INDIVIDUALS EXECUTING THIS AGREEMENT AND THE RELATED AGREEMENTS ON BEHALF OF THE COMPANY AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS AND WAIVE TRIAL BY JURY. IN THE EVENT THAT ANY PROVISION OF THIS AGREEMENT OR ANY RELATED AGREEMENT DELIVERED IN CONNECTION HEREWITH IS INVALID OR UNENFORCEABLE UNDER ANY APPLICABLE STATUTE OR RULE OF LAW, THEN SUCH PROVISION SHALL BE DEEMED INOPERATIVE TO THE EXTENT THAT IT MAY CONFLICT THEREWITH AND SHALL BE DEEMED MODIFIED TO CONFORM WITH SUCH STATUTE OR RULE OF LAW. ANY SUCH PROVISION WHICH MAY PROVE INVALID OR UNENFORCEABLE UNDER ANY LAW SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT OR ANY RELATED AGREEMENT. NOTHING CONTAINED HEREIN SHALL BE DEEMED OR OPERATE TO PRECLUDE THE PURCHASER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION AGAINST THE COMPANY IN ANY OTHER JURISDICTION TO COLLECT ON THE COMPANY’S OBLIGATIONS TO THE PURCHASER, OR TO ENFORCE A JUDGMENT OR OTHER COURT RULING IN FAVOUR OF THE PURCHASER.

6.3  Judgment Currency.

(a)  If for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter in this paragraph referred to as the “Judgment Currency”) an amount due in US dollars under this Agreement, the conversion shall be made at the Exchange Rate prevailing on the business day immediately preceding:

(i)	the date of actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction that will give effect to such conversion being made on such date: or
(ii)	the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this paragraph being hereinafter referred to as the “Judgment Conversion Date”).

(b)  If in the case of any proceeding in the court of any jurisdiction referred to above, there is a change in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

(c)  Any amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Agreement.

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6.4  Survival.

The representations, warranties, covenants and agreements made herein shall survive any investigation made by the Purchaser and the closing of the transactions contemplated hereby to the extent provided therein. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument.

6.5  Successors.

Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors of the parties hereto and shall inure to the benefit of and be enforceable by each person who shall be a holder of the Note from time to time. Lender may not assign its rights hereunder to a competitor of the Company.

6.6  Entire Agreement.

This Agreement, the Related Agreements, the exhibits and schedules hereto and thereto and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein.

6.7  Severability.

In case any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

6.8  Amendment and Waiver.

(a)  This Agreement may be amended or modified only upon the written consent of Lender and the other party to be charged with such amendment or modification.

(b)  The obligations of Parent, Company, JB and NB and the rights of Lender under this Agreement may be waived only with the written consent of Lender.

(c)  The obligations of Lender and the rights of Parent, Company, JB or NB under this Agreement may be waived only with the written consent of the party to be bound by such waiver.

6.9  Delays or Omissions.

It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement or the Related Agreements, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. All remedies, either under this Agreement or the Related Agreements, by law or otherwise afforded to any party, shall be cumulative and not alternative.

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6.10  Notices.

All notices required or permitted hereunder shall be in writing and shall be deemed effectively given:

(a)  upon personal delivery to the party to be notified;

(b)  when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day; or

(c)  one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.

All communications shall be sent as follows:

If to the Parent, Company, JB or NB to:

36 Ormond Street South, Suite C

Thorold, Ontario

Canada L2V 1Y4

Attn: Nick Bozza

with a copy to: 

Eaton & Van Winkle LLP

3 Park Avenue

New York, New York 10016

Attn: Vincent J. McGill

If to Lender, to:

2399371 Ontario Inc.

c/o CAPO SGRO LLP

Barristers & Solicitors

7050 Weston Road, Ste 400

Woodbridge, Ontario L4L 8G7

or at such other address as the Company or the Purchaser may designate by written notice to the other parties hereto given in accordance herewith.

6.11  Legal Fees.

In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including, without limitation, such reasonable fees and expenses of lawyers and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

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6.12  Facsimile Signatures; Counterparts.

This Agreement may be executed by facsimile signatures and in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

6.13  Broker’s Fees.

Each party hereto represents and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party hereto is or will be entitled to any broker’s or finder’s fee or any other commission directly or indirectly in connection with the transactions contemplated herein. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the representation in this Section being untrue.

6.14  Construction.

Each party acknowledges that its legal counsel participated in the preparation of this Agreement and the Related Agreements and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Agreement to favour any party against the other.

6.15.  No Liability.

  In no event will Lender have any liability to Parent, Company, JB, NB or TR, for any act or failure to act on the part of Lender arising out of or related to this Agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this Loan Agreement as of the date set forth above.

399371 Ontario Inc.		2340960 Ontario Inc.
By:	/s/ Frank Sgro	By:	/s/ Gianfranco Bentivoglio
Event Cardio Group, Inc.		Taunton Ravenscroft Inc.
By:	/s/ Nicholas Bozza	By:	/s/ Frank Sgro
/s/ Nicholas Bozza		/s/ Gianfranco Bentivoglio
Nicholas Bozza		Gianfranco Bentivoglio

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EXHIBIT A

FORM OF NOTE

A-1

EXHIBIT B

B-1

EXHIBIT C

C-1

EX-10.6

EXHIBIT 10.6

PROMISSORY NOTE

This Note is issued pursuant to a Loan Agreement dated as of the 20^th day of May, 2014 among 2340960 Ontario Inc., an Ontario Corporation, (“Parent”) as borrower, Event Cardio Group, Inc., a Canadian corporation (the “Company”), Taunton Ravenscroft Inc. (“TR”), John Bentivoglio (“JB”) and Nicholas Bozza (“NB”), as guarantors, 2399371 Ontario Inc., an Ontario corporation, as lender (the “Loan Agreement”). All capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Loan Agreement.

FOR VALUE RECEIVED, The Parent acknowledges itself indebted to and covenants with the Lender, that it will pay to, or to the order of, the Lender at Lender’s offices at 7050 Weston Rd., Suite 400, Woodbridge, ON, L4L 8G7 (or such other address) as the Lender may direct, the sum of FIVE HUNDRED AND EIGHTY THREE THOUSAND DOLLARS, Cdn$583,000.00 (the “Principal Amount”) of lawful money of Canada (or such greater principal amount of the Loan advanced by Lender from time to time under the Loan Agreement and noted by the Lender on the grid attached hereto as Schedule “A”) plus interest at 12% per annum compounded monthly (“Interest”).

1.	This Note evidences the obligation of the Parent to repay a Loan in the aggregate principal amount of Cdn$583,000.00 (or such greater principal amount of the Loan advanced by Lender from time to time under the Loan Agreement and noted by the Lender on the grid attached hereto) made pursuant to the Loan Agreement. The Lender is entitled to the benefits of the Loan Agreement, including (without limitation) the Security and the other Loan Documents referred to therein, and reference is made thereto for a description of all rights and remedies thereunder. Neither reference to the Loan Agreement, nor any provision thereof for security for the Obligations, shall affect or impair the absolute unconditional obligation of the Parent to pay the Principal Amount owing under the Loan Agreement, together with all interest accrued thereon as set forth therein and herein.
2.	The entire Principal Amount of this Note then outstanding shall be paid on or before the Maturity Date, together with all accrued and unpaid Interest thereon.
3.	At any time prior to the Maturity Date, the Parent may, at its option, prepay in whole or in part, amounts owing under this Note as provided in the Loan Agreement.
4.	If the Parent shall make any payment such payments will be applied first, to the costs and fees owing to the Lender, second, to the payment of Interest accrued through the date of payment and third, to the payment of the Principal Amount. If the date for any payment or prepayment hereunder falls on a day which is not a Business Day, then for all purposes of this Note, the same shall be deemed to have fallen on the next following Business Day, and such extension of time shall in such case be included in the computation of payments of interest.
5.	If an event of default shall occur, Lender may, at its option, by notice (a “Default Notice”) to the Parent, Company and Guarantors declaring the Principal Amount, together with all accrued and unpaid Interest thereon to be due and payable, without presentment, demand, protest or further notice of any kind (all of which are hereby expressly waived). Upon giving such a Default Notice, the Lender shall be entitled to be paid in full the outstanding Principal Amount unpaid hereunder, together with all accrued and unpaid Interest thereon, and any costs it may have incurred, including reasonable legal fees, and Lender shall be entitled to exercise any and all remedies which may be available to it under applicable law or otherwise to enforce payment of all such amounts.

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6.	Notwithstanding anything contained herein to the contrary, the sole recourse of the Lender against Nicholas D. Bozza, Gianfranco Bentivoglio, Taunton Ravenscroft Inc. for any amounts due hereunder shall be the shares as more fully described in the Share Pledge Agreement dated May 28, 2014 between Nicholas D. Bozza, Gianfranco Bentivoglio, Taunton Ravenscroft Inc. and the Lender (the “Shares”) and the Lender shall not commence any action seeking or be granted a judgement against Nicholas D. Bozza, Gianfranco Bentivoglio or Taunton Ravenscroft Inc. enforceable against any property of Nicholas D. Bozza, Gianfranco Bentivoglio or Taunton Ravenscroft Inc. other than the Shares.
7.	All accrued and unpaid Interest on any amount outstanding hereunder which has not become due and payable hereunder and which was not previously paid, shall be paid in full by the Parent to the Lender on the date which the Principal Amount outstanding hereunder is due and payable, pursuant to the terms of this Note.
8.	No failure or delay by the Lender in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right exclude other further exercises thereof or the exercise of any other right.
9.	The Principal Amount outstanding from time to time under this Note as evidenced on the grid schedule attached hereto shall constitute prima facie evidence thereof; provided that notwithstanding the state of the grid schedule attached hereto, the failure of the Lender to record any amounts owing hereunder on the grid schedule attached hereto shall not affect the obligation of the Parent to pay to the Lender the amounts due and payable by the Company under and pursuant to the Loan Agreement.
10.	The Parent hereby waives presentment for payment, demand, notice of non-payment, notice of protest of this Note, and all other notices in connection with the delivery, acceptance, performance or enforcement of or default under this Note, and waives diligence in collection or bringing suit with respect to this Note.
11.	This Note is assignable by the Lender in accordance with the terms of the Loan Agreement.
12.	Should this Note become mutilated, lost, stolen or destroyed, the Parent shall, upon being furnished with evidence satisfactory to it of such mutilation, loss, theft or destruction, issue and deliver a new promissory note of like date and tenor as the one mutilated, lost, stolen or destroyed in exchange for, in place of and upon cancellation of the mutilated Note or in lieu of or substitution for the mutilated, lost, stolen or destroyed Note.

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13.	This Note and all its provisions shall enure to the benefit of the Lender, its successors and assigns, and shall be binding on the Parent, its successors and assigns.
14.	THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE PROVINCE OF ONTARIO, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. THE PARENT IRREVOCABLY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE PROVINCE OF ONTARIO IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE. SERVICE OF ANY SUMMONS AND/OR COMPLAINT HEREUNDER AND ANY OTHER PROCESS WHICH MAY BE SERVED ON THE PARENT IN ANY ACTION IN RESPECT HERETO, MAY BE MADE IN ACCORDANCE WITH THE PROVISIONS FOR PROVIDING NOTICES CONTAINED IN THE LOAN AGREEMENT TO THE ADDRESSES NOTED THEREIN.
15.	THE PARENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS NOTE.
16.	THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE UNITED STATES OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PARENT THAT SUCH REGISTRATION IS NOT REQUIRED.
17.	UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE LENDER SHALL NOT TRADE THE NOTE BEFORE 4 MONTHS PLUS ONE DAY FOLLOWING THE DATE HEREOF.
18.	The Parent shall pay all reasonable expenses of any nature, whether incurred in or out of court, and whether incurred before or after this Note shall become due at the Maturity Date or otherwise (including, but not limited to, reasonable legal fees and costs), which Lender may deem necessary or proper in connection with the satisfaction of the payment of the amounts owing hereunder or the administration, supervision, preservation, protection of (including, but not limited to, the maintenance of adequate insurance) or the realization upon any Collateral. Lender is authorized to pay at any time and from time to time any or all of such expenses, add the amount of such payment to the Principal Amount and charge interest thereon at the rates specified herein.
19.	Payment of all amounts owing under this Note (including Interest on overdue principal and overdue interest, if permitted by law) is unconditionally guaranteed by the Guarantors pursuant to, but subject to those conditions in, the Guarantees entered into pursuant to the Loan Agreement.

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20.	Upon payment by the Parent, its successors or permitted assigns, of the Principal Amount, and all accrued and unpaid Interest outstanding, and payment of all other Obligations of the Parent hereunder, the Lender shall upon request in writing by the Parent, its successors or permitted assigns, delivered to the Lender, deliver up this Note to the Parent, its successors or assigns.
21.	In the event that any of the provisions contained hereby shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
22.	In the event of any conflict or inconsistency between the terms of this Note and the Loan Agreement, the terms of the Loan Agreement shall govern and prevail.
23.	Schedule “A” attached hereto is acknowledged to be a part of this Note and to form an integral part hereof.

IN WITNESS WHEREOF the parties has caused this Note to be signed this 20^th day of May, 2014.

2340960 Ontario Inc.
Per:	/s/ Nicholas D. Bozza
	Name: Nicholas D. Bozza
	Title: Director/Secretary/Treasurer

Per:	/s/ Gianfranco Bentivoglio
	Name: Gianfranco Bentivoglio
	Title: Director/President
We have authority to bind the Company.

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GUARANTORS

In consideration of the sum of One ($1.00) Dollar now paid by the Lender to the undersigned Guarantors and other valuable consideration, the receipt of which is hereby acknowledged, the Guarantors as principal and not as surety hereby fully and unconditionally guarantees repayment of the within note. In the enforcement of its rights hereunder the Lender shall not be required to proceed against the Parent or to proceed against or to exhaust any security held from the Parent or to pursue any other remedy whatsoever which may be available to the Lender before proceeding against the Guarantors, and the Guarantors hereby waive any right to require the Lender to do so. The undersigned agree that this document may be executed by facsimile signatures, and shall be interpreted in accordance with the laws of the Province of Ontario. Notwithstanding anything contained herein to the contrary, the sole recourse of the Lender for any amounts due hereunder under this Guarantee shall be the shares as more fully described in the Share Pledge Agreement dated May 28, 2014 between Nicholas D. Bozza, Gianfranco Bentivoglio, Taunton Ravenscroft Inc. and the Lender (the “Shares”) and the Lender shall not commence any action seeking or be granted a judgement against Nicholas D. Bozza, Gianfranco Bentivoglio or Taunton Ravenscroft Inc. enforceable against any property of Nicholas D. Bozza, Gianfranco Bentivoglio or Taunton Ravenscroft Inc. other than the Shares.

DATED at this 28th day of May, 2014.
Event Cardio Group, Inc.
By:	/s/ Nicholas D. Bozza
Taunton Ravenscroft Inc.
By:	/s/ Frank Sgro
/s/ Nicholas D. Bozza
Nicholas D. Bozza
/s/ Gianfranco Bentivoglio
Gianfranco Bentivoglio

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SCHEDULE “A”

GRID SCHEDULE

Date of Advance or Repayment Amount of Advance Amount of Repayment Outstanding Principal Amount Accrued and Unpaid Interest Signature

6

EX-10.7

EXHIBIT 10.7

SHARE PLEDGE AGREEMENT

THIS AGREEMENT made as of the 28th day of May, 2014.

B E T W E E N :

Nicholas D. Bozza and Gianfranco Bentivoglio, of the Town of Thorold, in the Province of Ontario and Taunton Ravenscroft Inc. a corporation duly incorporated under the laws of the Province of Ontario;

herein called the "Pledgors"

- and -

2399371 Ontario Inc., a corporation duly incorporated under the laws of the Province of Ontario

herein called the "Pledgee"

  WHEREAS 2340960 Ontario Inc. (the "Debtor") is indebted to the Pledgee in the total amount of Five Hundred and Eighty Three Thousand Dollars ($583,000.00) (the "Indebtedness") pursuant to a Loan Agreement dated the 20th day of May, 2014;

  AND WHEREAS the authorized capital stock of the Debtor,, as of the date hereof, consists of an unlimited number of Common shares, of which 2,680 Common shares are issued and outstanding as follows 1,005 Common shares to Nicholas D. Bozza, 1,005 Common shares to Gianfranco Bentivoglio and 670 Common shares to Taunton Ravenscroft Inc.;

  AND WHEREAS the Pledgors are all the shareholders of the Debtor and have personally guaranteed payment of the Note;

  AND WHEREAS the Pledgors have agreed to provide further security for the Indebtedness;

1

NOW THEREFORE, THIS AGREEMENT WITNESSES that it is agreed between the parties as follows:

1)	The Pledgors shall forthwith deliver to the Pledgee certificates for all issued shares of the Debtor properly endorsed for transfer to the Pledgee.
2)	The Pledgee shall hold the said shares as collateral security for the repayment of the Indebtedness as herein provided and shall not, at any time, dispose of or encumber the same except as herein provided.
3)	While the Pledgee is the holder of the shares, the Pledgors shall have the right to vote the same at meetings of shareholders of the Debtor so long as the Debtor is not in default in the performance of any of the terms of the Indebtedness to the Pledgee and for that purpose the Pledgee shall execute any and all proxies in favour of the Pledgors that may be required.
4)	Upon the repayment of the entire amount of the Indebtedness the Pledgee shall re-transfer the shares to the Pledgors.
5)	If the Debtor fails to make payment of the principal or interest of the Indebtedness the Pledgee upon ten (10) days' notice in writing to the Pledgors delivered by registered mail or in person, may at his sole option either:

a)

Retain the shares as his own absolutely; or

b)

Sell any or all of the shares in such manner and for such price as the Pledgee determines and, out of the proceeds of such sale, retain an amount sufficient to pay the principal and interest then due on the said Indebtedness, together with expenses of the sale and shall pay the balance, if any, of such proceeds to the Pledgors. At any bona fide public sale the Pledgee may purchase all or any part of the shares at such price as he deems proper. If the proceeds of any such sale are not sufficient to pay the Indebtedness together with expenses of the sale, then the Pledgors shall pay to the Pledgee any deficiency.

2

6) Any notice permitted or required to be given pursuant to this Agreement shall be in writing and shall be deemed to have been given when personally delivered or on the second business day after the date on which sent by registered or certified mail, postage prepaid, mailed to the party for whom intended at the following addresses:

  to NICHOLAS D BOZZA at:

4 Coleman Court,

Thorold, ON

L2V 4W3

to Gianfranco Bentivoglio at:

180 Keefer Rd

Thorold Ontario

L2V 4N9

to Tauton Ravenscroft Inc. at:

7050 Weston Road, Suite 400

Woodbridge, Ontario

L4L 4G7

to 2399371 Ontario Inc. at:

7050 Weston Road, Suite 400

Woodbridge, Ontario

L4L 4G7

or at such other address, notice of which is given as provided herein.

7)	This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.
8)	This Agreement constitutes the entire agreement and understanding between the parties with respect to the pledge of shares to secure the Indebtedness and supersedes any and all previous agreements, written or oral, express or implied between the parties or on their behalf, relating to the pledge of shares in the Corporation.
9)	In this Agreement words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.

3

  IN WITNESS WHEREOF the parties have set their hands and seals as of the day and year first above written.

SIGNED, SEALED & DELIVERED	)
in the presence of:	)
	)
	)	/s/ Nicholas D. Bozza
Witness	)	Nicholas D. Bozza
	)
	)	/s/ Gianfranco Bentivoglio
Witness	)	Gianfranco Bentivoglio
	)
	)
	)	Taunton Ravenscroft Inc.
	)	Per:
	)
	)	/s/ Frank Sgro
	)	Authorized signing officer
	)
	)
	)	2399371 Ontario Inc.
	)	Per:
	)
	)	/s/ Gianfranco Bentivoglio
	)	Authorized signing officer
	)

4

EX-21

EXHIBIT 21

LIST OF SUBSIDIARIES

2340960 Ontario Inc.

EFIL SUB of ECG INC.

EX-99.1

EXHIBIT 99.1

2340960 Ontario Inc.

Consolidated Financial Statements

As of and for the years ended

August 31, 2014 and August 31, 2013

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

2340960 Ontario Inc.

We have audited the accompanying consolidated balance sheets of 2340960 Ontario Inc. (the “Company”) as of August 31, 2014 and 2013, and the related consolidated statements of comprehensive income, changes in stockholders’ deficiency and cash flows for the years ended August 31, 2014 and 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of 2340960 Ontario Inc. as of August 31, 2014 and 2013and the results of its operations and its cash flows for the years ended August 31, 2014 and 2013in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has not generated any revenue since inception, has incurred losses, and has an accumulated deficit of $378,246 as of August 31, 2014. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

/s/ Paritz & Company, P.A.

Hackensack, New Jersey

November 6, 2014

1

2340960 Ontario Inc.

Consolidated Balance Sheets

August 31	2014			2013
Assets
Current Assets
Cash	$	86,617		$	11,481
Prepaid expenses		-			23,994
Total Current Assets		86,617			35,475
Property and Equipment, net		2,960			4,566
Financing Costs, net of accumulated amortization of $7,087		40,097			-
Total Assets	$	129,674		$	40,041
Liabilities and Stockholders' Deficiency
Current Liabilities
Accounts payable	$	56,197		$	8,162
Due to shareholders		74,423			75,431
Total Current Liabilities		130,620			83,593
Long-Term Debt - Related Party		384,978			-
Total Liabilities		515,598			83,593
Stockholders' Deficiency
Common stock, unlimited number of common shares authorized at no par value, 2,680 common shares issued and outstanding at August 31, 2014 and August 31, 2013		263			263
Accumulated other comprehensive income		4,999			1,897
Accumulated deficit		(378,246	)		(45,712	)
Total 2340960 Ontario Inc. stockholders' deficiency		(372,984	)		(43,552	)
Non-controlling interest		(12,940	)		-
Total Stockholders' Deficiency		(385,924	)		(43,552	)
Total Liabilities and Stockholders' Deficiency	$	129,674		$	40,041

The accompanying notes are an integral part of these consolidated financial statements

2

2340960 Ontario Inc.

Consolidated Statements of Comprehensive Income

For the years ended August 31	2014			2013
Revenue	$	-		$	-
Operating Expenses
General and administrative	$	122,421		$	36,733
Research and development		41,756			8,979
		164,177			45,712
Loss from Operations		(164,177	)		(45,712	)
Other Expense
Impairment of goodwill		181,297			-
Loss before Income Taxes		(345,474	)		(45,712	)
Income taxes		-			-
Net Loss applicable to Common Stockholders		(345,474	)		(45,712	)
Other Comprehensive Income		-			-
Foreign currency translation adjustment		3,102			1,897
Total Comprehensive Loss	$	(342,372	)	$	(43,815	)
Loss per Share - Basic and Diluted	$	(129	)	$	(17	)
Weighted Average Shares - Basic and Diluted		2,680			2,680
Comprehensive Loss for the Year attributable to:	$	(12,940	)	$	-
Non-controlling interest		(329,432	)		(43,815	)
Parent	$	(342,372	)	$	(43,815	)

The accompanying notes are an integral part of these consolidated financial statements

3

2340960 Ontario Inc.

Statements of Changes in Stockholders' Deficiency

For the years ended August 31, 2014 and 2013

	Common Stock				AccumulatedOther					Non-			Total
	Common				Comprehensive		Accumulated			Controlling			Stockholder's
	Shares		Amount		Income		Deficit			Interest			Deficiency
Balance, September 1, 2012		2,680	$	263	$	-	$	-		$	-		$	263
Net Comprehensive Income (Loss)		-		-		1,897		(45,712	)		-			(43,815	)
Balance, August 31, 2013		2,680	$	263		1,897	$	(45,712	)	$	-		$	(43,552	)
Net Comprehensive Income (Loss)		-		-		3,102		(332,534	)		(12,940	)		(342,372	)
Balance, August 31, 2014		2,680	$	263		4,999	$	(378,246	)	$	(12,940	)	$	(385,924	)

The accompanying notes are an integral part of these consolidated financial statements

4

2340960 Ontario Inc.

Statements of Cash Flows

For the years ended August 31	2014			2013
Cash Flows from Operating Activities
Net loss	$	(345,474	)	$	(45,712	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,490			-
Amortization of financing costs		7,087			-
Impairment of goodwill		181,297			-
Changes in assets and liabilities:
Prepaid expenses		23,994			(23,994	)
Accounts payable		48,035			8,162
Net cash used in operating activities		(83,571	)		(61,544	)
Cash Flows from Investing Activities
Purchase of property and equipment		-			(4,566	)
Acquisition of subsidiary		(181,297	)		-
Net cash used in investing activities		(181,297	)		(4,566	)
Cash Flows from Financing Activities
Repayments of due to shareholders		(13,744	)		-
Advances from shareholders		12,736			75,431
Proceeds from long-term borrowings		384,978			-
Payment of financing costs		(47,184	)		-
Net cash provided by financing activities		336,786			75,431
Effect of exchange rate on cash		3,218			1,897
Increase in Cash		75,136			11,218
Cash, beginning of year		11,481			263
Cash, end of year	$	86,617		$	11,481

The accompanying notes are an integral part of these consolidated financial statements

5

2340960 Ontario Inc.

Notes to Financial Statements

August 31, 2014 and August 31, 2013

1. OVERVIEW

Description of Business

2340960 Ontario Inc. (the "Company") was incorporated on August 31, 2012 under the laws of Ontario to engage in any lawful corporate undertaking. The Company has been in the developmental stage since inception and is in the process of designing and developing a wireless and leadless ECG cardiac monitor.

The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements and does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915.

Going Concern

As shown in the accompanying financial statements, the Company has not generated any revenue since inception, has incurred losses, and has an accumulated deficit of $378,246 as of August 31, 2014. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern. 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, successfully locating and negotiating with other business entities for potential acquisition and/or acquiring new clients to generate revenues. There is no assurance that the Company will ever be profitable. These 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.

Basis of Presentation

These financial statements contain the accounts of the Company as at August 31, 2014 and August 31, 2013 and the accounts of its subsidiary Sunrise Holdings Limited ("Sunrise") from the date of acquisition of June 9, 2014 to August 31, 2014. Any inter-company accounts and transactions are eliminated.

The Company owns 20.5% of the common shares and 100% of the preferred shares of Sunrise as at August 31, 2014. As such, non-controlling interest of 79.5% is recorded in the Statement of Operations and Balance Sheet with respect to the net loss, which equals the net assets, of Sunrise from June 9, 2014 to August 31, 2014.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and are presented in United States Dollars.

6

2340960 Ontario Inc.

Notes to Financial Statements

August 31, 2014 and August 31, 2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

In preparing these financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting years. Actual results could differ from those estimates.

Fair Value Measurements

ASC 820, “Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, inputs other than level one that are either directly or indirectly observable such as quoted prices for identical or similar assets or liabilities on markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company had no assets or liabilities required to be recorded at fair value on a recurring basis as of August 31, 2014 or August 31, 2013.

Cash and Cash Equivalents

The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of August 31, 2014 or August 31, 2013.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions.

7

2340960 Ontario Inc.

Notes to Financial Statements

August 31, 2014 and August 31, 2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

Foreign Currency Translation

The Company's reporting currency is the U.S. dollar. The Company's Canadian operation's functional currency is the Canadian dollar. The Company's U.S. subsidiary's functional currency is the U.S. dollar.

Transactions originating in U.S. dollars for the Canadian operations are translated to the functional currency of the Canadian dollar as follows: using year end rates of exchange for financial assets and liabilities, average rates of exchange for the month of transaction for revenues and expenses and historical rates for property and equipment and equity.

The financial statements of the Company's Canadian operations are translated from the functional currency of the Canadian dollar into the reporting currency of the United States dollar in accordance with ASC 830, Foreign Currency Matters, using year end rates of exchange for assets and liabilities, average rates of exchange for the year for revenues and expenses and historical rates for equity.

Translation adjustments resulting from the process of translating the functional currency of Canadian dollar Canadian operation's financial statements into the reporting currency of U.S. dollar financial statements are included in determining comprehensive income. As of August 31, 2014 and August 31, 2013, the cumulative translation adjustment of $4,999 and $1,897 respectively was classified as an item in accumulated other comprehensive income in the stockholders' deficiency section of the balance sheet. For the years ended August 31, 2014 and August 31, 2013, the foreign currency translation adjustment to accumulated other comprehensive income was $(3,102) and $(1,897) respectively.

8

2340960 Ontario Inc.

Notes to Financial Statements

August 31, 2014 and August 31, 2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Net Income (Loss) per Common Share

The Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings (loss) per share on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the year including stock options, using the treasury stock method. In computing diluted EPS, the average stock price for the year is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.

Comprehensive Loss

Comprehensive loss is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, Accounting Standards Codification (ASC) 200, Comprehensive Income, requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. For the year presented, the company's comprehensive loss includes net loss and foreign currency translation adjustments and is presented in the statement of operations.

Property and Equipment

Property and equipment consists of computer equipment, and is stated at cost. Property and equipment is depreciated using the straight-line method over the estimated service life of three years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property equipment are recorded upon disposal. Depreciation expense amounted to $1,204 and $nil for the years ended August 31, 2014 and August 31, 2013 respectively.

Research and Development Expenses

All research and development costs are expensed as incurred.

9

2340960 Ontario Inc.

Notes to Financial Statements

August 31, 2014 and August 31, 2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Goodwill

Goodwill arose upon the purchase of the Company's subsidiary Sunrise Holdings Limited (See Note 7). Goodwill is carried at cost, less any impairment charges.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset.

If the carrying amount of an asset exceeds its undiscounted estimated future cash flows, an impairment review is performed. An impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. For the years ended August 31, 2014 and August 31, 2013 there was an impairment charge of $181,297 and $nil, respectively with respect to goodwill.

New Accounting Pronouncements

In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.

The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations.

Finally, the amendments remove paragraph 810-10-15-16. Paragraph 810-10-15-16 states that a development stage entity does not meet the condition in paragraph 810-10-15-14(a) to be a variable interest entity if (1) the entity can demonstrate that the equity invested in the legal entity is sufficient to permit it to finance the activities that it is currently engaged in and (2) the entity’s governing documents and contractual arrangements allow additional equity investments.

10

2340960 Ontario Inc.

Notes to Financial Statements

August 31, 2014 and August 31, 2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

New Accounting Pronouncements (Continued)

The amendments also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage.

The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein.

Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.

In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies.

When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

11

2340960 Ontario Inc.

Notes to Financial Statements

August 31, 2014 and August 31, 2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

New Accounting Pronouncements (Continued)

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):

a. Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)

b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

c. Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following:

a. Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern

b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

c. Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

The amendments are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter.

The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements and does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.

12

2340960 Ontario Inc.

Notes to Financial Statements

August 31, 2014 and August 31, 2013

3. PROPERTY & EQUIPMENT

Property and equipment consist of the following as of August 31, 2014 and August 31, 2013

	2014		2013
Computer	$	4,439	$	4,566
Accumulated depreciation		1,479		-
	$	2,960	$	4,566

4. DUE TO SHAREHOLDERS

The amounts due to shareholders are non-interest bearing, with no fixed terms of repayment, is payable on demand and is unsecured. As of August 31, 2014 and August 31, 2013, the amounts of due to shareholders is $74,423 and $75,431 respectively.

5. LONG-TERM DEBT - RELATED PARTY

As at August 31, 2014, the Company has a promissory note outstanding to 2399371 Ontario Inc., a company owned by an affiliate, for $583,000 Canadian, bearing interest at 12% per annum, payable on December 1, 2015. As at August 31, 2014, $418,000 Canadian ($384,978 USD) has been advanced to the Company. The remaining amount of the promissory note was still yet to be advanced as of August 31, 2014.

6. RELATED PARTY

The company is related to Contex International Technologies (Canada) Inc. ("Contex") through the fact that the Company's shareholders also hold a 34% interest in 2419596 Ontario Inc, which owns Contex.

The Company has entered into a services agreement with Contex, whereby Contex will provide services related to the design and development of a wireless and leadless ECG cardiac monitor. The agreement runs for an initial term of one year to May 22, 2015 and will automatically renew for subsequent terms of one year unless notice of termination is given by either party in writing.

As at August 31, 2014 and August 31, 2013, $41,756 and $nil respectively, have been incurred related to this agreement and have been expensed in research and development expense.

See Note 5 regarding loan from related party.

13

2340960 Ontario Inc.

Notes to Financial Statements

August 31, 2014 and August 31, 2013

7. BUSINESS COMBINATION

On June 9, 2014, the Company acquired 1,412,619 common shares, representing 20.5% of the outstanding common shares and 10,000,000 preferred shares representing 100% of the outstanding preferred shares of Sunrise Holdings Limited ("Sunrise"). One common share of Sunrise entitles the holder to one vote at any shareholder meeting. One preferred share of Sunrise entitles the holder to twenty votes at any shareholder meeting. As such, the Company controls 97.3% of the voting shares of Sunrise as of August 31, 2014. The company paid as consideration for these common and preferred shares $180,000 U.S. combined which was fully allocated to goodwill. There were no assets or liabilities in Sunrise on June 9, 2014.

Summary of Unaudited Pro-forma Information

The unaudited pro-forma information below for the years ended August 31, 2014 and 2013 gives effect to the acquisition as if the acquisition had occurred on September 1, 2012. The pro-forma information is not necessarily indicative of the results of the operations if the acquisition had been effective as of this date.

	August 31, 2014			August 31, 2013
Revenues	$	-		$	-
Loss from operations		(178,309	)		(65,493	)
Net loss attributable to the Company		(359,606	)		(65,493	)
Basic loss per share		(134	)		(24	)
Diluted loss per share		(134	)		(24	)
Net loss attributable to common shareholders		(329,432	)		(43,815	)
Basic income per share		(123	)		(16	)
Diluted income per share		(123	)		(16	)

14

2340960 Ontario Inc.

Notes to Financial Statements

August 31, 2014 and August 31, 2013

8. INCOME TAXES

The reconciliation of income tax expense (benefit) at the U.S. statutory rate of 35% in 2014 and 2013, to the Company's effective tax rate is as follows:

	2014			2013
U.S. statutory rate	$	120,916		$	15,999
Tax rate difference between Canada and U.S.		(67,367	)		(8,914	)
Temporary differences		(44,543	)		361
Change in valuation allowance		(9,006	)		(7,446	)
Effective tax rate	$	-		$	-

The tax effects of temporary differences that give rise to the Company's net deferred tax asset as of August 31, 2014 and 2013 are as follows:

	2014			2013
Net operating loss carryforwards	$	105,169		$	6,276
Other		(353	)		448
Less: valuation allowance		(104,816	)		(6,724	)
Deferred tax assets	$	-		$	-

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, the Company has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized.

The Company files income tax returns in Canada and the United States with varying statutes of limitations. The Company's policy is to recognize interest expense and penalties related to income tax matters as a component of our provision for income taxes. There were no accrued interest and penalties associated with uncertain tax positions as of August 31, 2014 or August 31, 2013.

15

2340960 Ontario Inc.

Notes to Financial Statements

August 31, 2014 and August 31, 2013

9. SUBSEQUENT EVENTS

On September 8, 2014, Sunrise Holdings Limited ("Sunrise") entered into a share exchange agreement with the Company's shareholders whereby Sunrise will acquire all of the issued and outstanding common shares of the Company in exchange for 79,500,000 common shares of Sunrise. Upon completion of this transaction, the current shareholders of the Company will hold approximately 93.6% of voting control of Sunrise. This transaction, upon regulatory approval, will be accounted for as a reverse merger with the Company being the acquirer and Sunrise being the acquiree.

In connection with the entry into the License Agreement described below, the Company borrowed CAD $79,106 ("the Loan") on the un-advanced portion of the long-term debt - related party described in Note 5 under similar terms, to be repaid on December 1, 2015, together with interest at the rate of 12 % per annum. As additional consideration for the making of the Loan, the Company entered into a Sublicense agreement with the Lender whereby the Lender will be granted the exclusive rights to distribute the BreastCare DTS™ product in Canada with royalties payable at the rate of 5.5% of net sales, as to be defined in the Sublicense Agreement.

On October 24, 2013, the Company entered into a License Agreement with Life Medical Technologies, Inc. with respect to Life Medical’s “BreastCare DTS™” product and certain other technologies. The License Agreement grants the Company the exclusive right to distribute the BreastCare DTS™ in the United States, Canada and certain countries in Asia, including China. The Agreement calls for royalties of 5% on net sales, as defined in the License Agreement, and requires minimum annual royalties of $100,000 in 2015 and $200,000 each year thereafter. Shortly after entering into the License Agreement the Company entered into release agreements (the “Releases”) with certain creditors (the “Creditors”) of Life Medical Technologies, Inc. which held judgments against Life Medical in the aggregate amount of approximately $501,000. Pursuant to the Release Agreements, the Company agreed to pay the Creditors an aggregate of $501,000, of which $125,000 is to be paid in cash and the balance of which is to be satisfied by the issuance of shares of common stock of the Company valued at $376,000. The recipients of shares valued at $70,000 are also to be paid, at the option of the Company, in cash or shares of common stock, an amount equal to the excess, if any, of $70,000 over the value of such shares as of December 12, 2015.

16

EX-99.2

EXHIBIT 99.2

Event Cardio Group Inc.

Unaudited Pro Forma Financial Statements

As of and for the year ended

August 31, 2014

1

Event Cardio Group Inc.

Pro Forma Financial Statements

For the year ended August 31, 2014

Index to Unaudited Pro Forma Financial Statements
Pro Forma Balance Sheet as of August 31, 2014 (Unaudited)	3
Pro Forma Statement of Operations for the year ended August 31, 2014 (Unaudited)	4
Notes to Pro Forma Financial Statements	5

2

  Event Cardio Group Inc.

  Pro Forma Balance Sheet

August 31, 2014

(Unaudited)

	Event Cardio Group Inc.			2340960 Ontario Inc.			Pro Forma Adjustments			Ref	Pro Forma as Adjusted
Assets
Current Assets
Cash	$	86,119		$	86,617		$	(86,119	)	A	$	86,617
Total Current Assets		86,119			86,617			(86,119	)			86,617
Property and Equipment, net		-			2,960			-				2,960
Financing Costs, net of accumulated amortization of $7,087		-			40,097			-				40,097
Total Assets	$	86,119		$	129,674		$	(86,119	)		$	129,674
Liabilities and Stockholders' Deficiency
Current Liabilities
Accounts payable	$	2,091		$	56,197		$	(2,091	)	A	$	56,197
Due to shareholders		-			74,423			-				74,423
Total Current Liabilities		2,091			130,620			(2,091	)			130,620
Long-Term Debt - Related Party		100,305			384,978			(100,305	)	B		384,978
Total Liabilities		102,396			515,598			(102,396	)			515,598
Stockholders' Deficiency
Preferred stock		10,000			-			(10,000	)	B		-
Common stock		6,882			263			79,500		B
								(263	)	B		86,645
Additional paid in capital		210,963			-			(210,963	)	B		-
Accumulated other comprehensive income		-			4,999			-				4,999
Accumulated deficit		(244,122	)		(378,246	)		244,122		B		-
		-			-			(99,059	)			(477,305	)
Total 2340960 Ontario Inc. stockholders' deficiency		(16,277	)		(372,984	)		3,337				(385,924	)
Non-controlling interest		-			(12,940	)		12,940				-
Total Stockholders' Deficiency		(16,277	)		(385,924	)		16,277				(385,924	)
Total Liabilities and Stockholders' Deficiency	$	86,119		$	129,674		$	(86,119	)		$	129,674

Adjustments to Pro Forma Balance Sheet

A) To eliminate Event Cardio Group Inc. balances already consolidated in 2340960 Ontario Inc. financial statements at August 31, 2014

B) Represents the effect of the merger, whereby Event Cardio Group Inc. will issue 79,500,000 common shares in exchange for all of the common shares of 2340960 Ontario Inc.

3

Event Cardio Group Inc.

Pro Forma Statement of Operations

For the year ended August 31, 2014

(Unaudited)

	Event Cardio Group Inc.			2340960 Ontario Inc.			Pro Forma Adjustments				Pro Forma as Adjusted
Revenue	$	-		$	-		$	-			$	-
Operating Expenses
General and administrative expenses		26,582			122,421			(16,277	)	A		132,726
Research and development		-			41,756			-				41,756
		26,582			164,177			(16,277	)			174,482
Loss from Operations		(26,582	)		(164,177	)		16,277				(174,482	)
Other Expense
Impairment of goodwill		-			181,297			-				181,297
Loss before Income Taxes		(26,582	)		(345,474	)		16,277				(355,779	)
Income taxes		-			-			-				-
Net Loss applicable to Common Stockholders		(26,582	)		(345,474	)		16,277				(355,779	)
Other Comprehensive Income
Foreign currency translation adjustment		-			3,102			-				3,102
Total Comprehensive Loss	$	(26,582	)	$	(342,372	)	$	16,277			$	(352,677	)

Adjustments to Pro Forma Statement of Operations

A) To eliminate Event Cardio Group Inc. balances already consolidated in 2340960 Ontario Inc. financial statements

4

Event Cardio Group Inc.

Notes to Pro Forma Condensed

Combined Financial Statements

(Unaudited)

August 31, 2014

On September 8, 2014, Sunrise Holdings Limited ("Sunrise"), a publicly traded company with nominal operations and assets, entered into a share exchange agreement with the 2340960 Ontario Inc.'s shareholders whereby Sunrise will acquire all of the issued and outstanding common shares of 2340960 Ontario Inc. in exchange for 79,500,000 common shares of Sunrise. Upon completion of this transaction, the current shareholders of 2340960 Ontario Inc. will hold approximately 92.7% of voting control of Sunrise. This transaction will be accounted for as a reverse merger, with a recapitalization of 2340960 Ontario Inc. being the acquirer and Sunrise being the acquiree. On November 7, 2014, Sunrise changed it's name to Event Cardio Group Inc. ("ECGI")

The following unaudited pro forma condensed combined financial statements give effect to the merger as if it had occurred on September 1, 2013. The unaudited pro forma information set forth therein is presented for illustrative purposes only in accordance with the assumptions set forth below and in the notes to the pro forma condensed combined financial statements.

The unaudited pro forma condensed combined balance sheet as of August 31, 2014, combines the balance sheets of ECGI and 2340960 Ontario Inc. and gives pro forma effect to (i) the reverse merger between ECGI and 2340960 Ontario Inc., in which 2340960 Ontario Inc. is deemed to be the acquiring entity for accounting purposes and the issuance of 79,500,000 common shares of ECGI as described above.

The unaudited pro forma condensed combined statements of operations for the year ended August 31, 2014, combine the statement of operations of ECGI and 2340960 Ontario Inc. for that year and give pro forma effect to these transactions as if they had been completed on September 1, 2013.

The unaudited pro forma balance sheet and statements of operations should be read in conjunction with the separate historical financial statements of 2340960 Ontario Inc. appearing elsewhere herein, the historical financial statements of ECGI, as filed with the Securities and Exchange Commission and issued in its Annual Report on Form 10-K for the year ended September 30, 2013, and in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. These pro forma condensed combined financial statements may not be indicative of what would have occurred if the reverse acquisition had actually occurred on the indicated date and they should not be relied upon as an indication of future results of operations.

5