SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
October 31, 2012
Date of Report
(Date of Earliest Event Reported)
AMERICAN LASER HEALTHCARE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-54541 45-4985655
State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
220 Technology Drive, Suite 110
Irvine, California 92618
(Address of Principal Executive Offices)
(Registrant's Telephone Number)
ITEM 3.02 Unregistered Sales of Equity Securities
American Laser Healthcare Corporation (the "Registrant" or the "Company")
issued the following shares of its common stock pursuant to Section 4(2)
of the Securities Act of 1933 at par as follows:
On July 18, 2012
3,500,000 shares were issued to David Janisch as payment of
3,500,000 shares were issued to James Djen as payment of director
On July 23, 2012
An aggregate of 75,000,000 shares were issued to Macbeam Inc.,
Bia Mac, and Theresa Quach in exchange for certain assets per purchase
agreement entered by the Corporation.
ITEM 4.01 Changes in Registrant's Certifying Accountant
As part of the change to new management subsequent to the change in
control of the Registrant in February, 2012, the Board of Directors
determined not to continue with the Registrant's accountants and to
engage a different accounting firm with whom they were familiar. On
October 8th, 2012 the former accountants were dismissed.
The prior accountant's report on the financial statements for the past
two years (or for the period covered since inception of the Company)
did not contain any adverse opinion or a disclaimer of opinion, nor
was it qualified or modified as to uncertainty, audit scope or
In the unaudited financial statements as of and for the period ended
June 30, 2012 contains a note as to the Company's ability to continue
as a going concern. The note indicated that 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.
Our former independent accountant, Anton & Chia will not respond
with a letter stating it agrees or disagrees with the statements
in the Item 4.01 Form 8-K filed November 1, 2012, unless the
Company pays a current invoice relating to the discounts Anton &
Chia had given to the Company for the reviews performed for
the Form 10-Q for the period ended March 2012 and the Form 10-Q
for the period ended June 2012.
Since the Company cannot resolve the issue with the former
accountants, the Company has decided to engage our independent
registered public accounting firm, JPDH & Company to perform the
audit from September 21, 2011 (Inception)to December 31, 2011.
On October 15, 2012 (the "Engagement Date"), the Company engaged
JPDH & Company ("JPDH") as its independent registered public accounting
firm. The decision to engage JPDH as the Company's independent registered
public accounting firm was approved by the Company's Board of Directors.
During the years ended December 31, 2011 and through October 15, 2012,
(the date JPDH & Company was appointed), the Company did not consult
JPDH & Company with respect to the application of accounting principles
to any specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's Financial
Statements, or any other matters or reportable events as defined in Item
304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 5.02 Departures of Directors or Principal Officers; Election of
On October 15, 2012, Theresa Quach and Bia Mac were elected to the Board
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 hereunder duly authorized.
AMERICAN LASER HEALTCARE CORPORATION
Date: December 12, 2012 /s/ David Janisch
Chief Executive Office
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