SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended September 30, 2013 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to |
Commission files number _________
AMERICAN LASER HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
BIOLASER TECHNOLOGY INC.
(Former Name of Registrant)
Delaware |
| 45-5985655 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
|
|
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1 Technology Drive, Suite I-807, Irvine, CA |
| 92618 |
(Address of principal executive offices) |
| (zip code) |
Registrant's telephone number, including area code: |
| 949/873-8899 |
Securities registered pursuant to Section 1 2(b) of the Act: None
Securities registered pursuant to Section 1 2(g) of the Exchange Act:
Common Stock, $0.0002 par value per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
¨ Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
¨ Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company x |
(do not check if smaller reporting company) | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
¨ Yes x No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.
|
| Outstanding at |
| |
Class |
| January 14, 2014 |
| |
|
|
|
| |
Common Stock, par value $0.0002 |
|
| 9,349,500 |
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Documents incorporated by reference: |
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| None |
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EXPLANATORY NOTE
The purpose of this Amendment No. 1 to AMERICAN LASER HEALTHCARE CORPORATION’s Annual Report on Form 10-K for the annual period ended September 30, 2013, filed with the Securities and Exchange Commission on January 14, 2014 (the “Form 10-K”), is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AMERICAN LASER HEALTHCARE CORPORATION | |
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| |
| By: | /s/ David Janisch |
| Chief Executive Officer | |
|
| |
Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
NAME | OFFICE | DATE |
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/s/ James Djen | Director and Chairman | January 15, 2014 |
| For the period |
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| covered by this Report |
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Certification Pursuant to Section 302 of the Sarbanes-Oxley
I, David Janisch, certify that:
1.
I have reviewed this report on Form 10-K of American Laser Healthcare Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;
4.
The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and
(d)
Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
5.
The small business issuer’s other certifying officer(s) and I have disclosed to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize, and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
Date: January 14, 2014
/s/ David Janisch
David Janisch
Chief Executive Officer and Principal Accounting Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of American Laser Healthcare Corporation (the “Company”) for the fiscal year ended September 30, 2013 (the “Report”), I, David Janisch, Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(i)
the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/S/ David Janisch
David Janisch
Chief Executive Officer and Principal Accounting Officer
Date: January 14, 2014
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Note 1: Nature of Operations and Summary of Significant Accounting Policies: Nature of Operations (Details) (USD $)
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12 Months Ended | |||
|---|---|---|---|---|
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Sep. 30, 2013
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Sep. 30, 2012
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Sep. 30, 2013
Private Placement Offering Memorandum (PPM)
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Aug. 01, 2012
Private Placement Offering Memorandum (PPM)
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| Entity Incorporation, Date of Incorporation | Sep. 21, 2011 | |||
| Entity Incorporation, State Country Name | Delaware | |||
| Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 1,000,000 | |
| Share Price | $ 1.00 | |||
| Aggregate value of shares authorized | $ 1,000,000 | |||
| Common Stock, Value, Subscriptions | $ 339,500 |
|
Note 10: Warrants Issuance: Summary of warrants outstanding (Details) (USD $)
|
12 Months Ended |
|---|---|
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Sep. 30, 2013
|
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Expiration March 5, 2014
|
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| Warrants outstanding, number of shares | 169,750 |
| Warrants outstanding, exercise price | $ 1.00 |
| Warrants outstanding, expiration date | Mar. 05, 2014 |
|
Expiration September 30, 2016
|
|
| Warrants outstanding, number of shares | 400,000 |
| Warrants outstanding, exercise price | $ 1.00 |
| Warrants outstanding, expiration date | Sep. 30, 2016 |