x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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NEVADA
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333-153290
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification
No.)
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Item
1.
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Financial
Statements
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition
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Item
3
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Quantitative
and Qualitative Disclosures About Market Risk
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Item
4T.
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Control
and Procedures
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Item
1
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Legal
Proceedings
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Item
1A
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Risk
Factors
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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Item
3.
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Defaults
Upon Senior Securities
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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Item
5.
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Other
Information
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Item
6.
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Exhibits
and Reports on Form 8-K
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FINANCIAL
STATEMENTS
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Page
#
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Balance
Sheets as of September 30, 2008 (Unaudited) and June 30, 2008
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F-1
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Statements
of Operations for the Three Months Ended September 30, 2008 and
the Period
from June 4, 2008 (Inception) through September 30, 2008
(Unaudited)
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F-2
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Statement
of Stockholders Equity from June 4, 2008 (Inception) through September
30,
2008 (Unaudited)
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F-3
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Statements
of Cash flows for the Three Months Ended September 30, 2008 and
the Period
from June 4, 2008 (Inception) through September 30, 2008
(Unaudited)
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F-4
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Notes
to the Financial Statements (Unaudited)
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F-5
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Medical
Alarm Concepts Holdings, Inc.
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|||||||||
(a
development stage company)
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|||||||||
BALANCE
SHEETS
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ASSETS
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|||||||
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SEPTEMBER
30,
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June
30
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|||||
2008
|
2008
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||||||
(Unaudited)
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|||||||
CURRENT
ASSETS
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|||||||
|
|
|
|||||
Cash
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$
|
448,801
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$
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734,157
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|||
Prepaid
expenses
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2,160
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-
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|||||
|
|||||||
Total
Current Assets
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450,961
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739,157
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|||||
PROPERTY
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|||||||
Furniture
and Fixtures, net
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20,000 | - | |||||
Office
Equipment, net
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11,964 | - | |||||
Property,
net
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31,964 | - | |||||
Security
deposit
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5,000 | 5,000 | |||||
TOTAL
ASSETS
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$
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487,925
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$
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739,157
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|||
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LIABILITIES
AND STOCKHOLDERS' EQUITY
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|||||
CURRENT
LIABILITIES
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|||||||
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|||||||
Accounts
payable
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$
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23,704
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$
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5,211
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|||
Accrued
expenses
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24,663 | 7,500 | |||||
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|||||||
Total
Current Liabilities
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48,367
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12,711
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|||||
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|||||||
TOTAL
LIABILITIES
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48,367
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12,711
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|||||
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|||||||
STOCKHOLDERS'
EQUITY
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|||||||
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|||||||
Common
stock - at $0.0001 par value; 100,000,000 shares
authorized
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|||||||
45,255,400
and 45,185,800 issued and outstanding, respectively
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4,526
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4,519
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|||||
Additional
paid-in capital
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795,824
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777,431
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|||||
Deficit
accumulated during the development stage
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(360,792
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)
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(55,504
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)
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|||
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|||||||
Total
Stockholders' Equity
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439,558
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726,446
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|||||
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|||||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
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$
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487,925
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$
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739,157
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Medical
Alarm Concepts Holdings, Inc.
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||||||||||||||||
(a
development stage company)
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||||||||||||||||
STATEMENTS
OF OPERATIONS
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Three
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The
Period from
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||||||
Months
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June
4, 2008
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||||||
Ended
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(Inception)
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||||||
September
30
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through
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||||||
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2008
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September
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|||||
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(Unaudited)
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30,
2008
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|||||
Revenue
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$
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-
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$
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-
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|||
Operating
expenses
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|||||||
Advertising
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20,857
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-
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|||||
Travel
and entertainment
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35,617 | - | |||||
Research
and development
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22,100 | - | |||||
Professional
fees
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66,972
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19,094
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|||||
Compensation
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53,775 | 13,206 | |||||
General
and administrative
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84,270
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23,204
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|||||
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|||||||
Total
operating expenses
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283,591
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55,504
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||||
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|||||||
Total
operating loss
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(283,591
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) |
(55,504
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)
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|||
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|||||||
Other
Income (Expenses)
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|||||||
Interest
income
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3,303 | - | |||||
Interest
expense
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(25,000 | ) | - | ||||
Loss
before income taxes
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(305,288 | ) | (55,504 | ) | |||
Income
tax provision
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- | - | |||||
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|||||||
Net
loss
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$
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(305,288
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) |
$
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(55,504
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)
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|
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|||||||
Net
loss per common share - basic and diluted
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$
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(0.00
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) |
$
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(0.00
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)
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|||||||
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|||||||
Weighted
average number of common shares - basic and diluted
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38,557,689
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38,554,963
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Membership
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Common
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Additional
Paid-in
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Deficit
Accumulated
During
Development
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Total
Stockholders’
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||||||||||||||
Units
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Shares
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Amount
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Capital
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Stage
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Equity
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||||||||||||||
June
4, 2007 (Inception)
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30
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-
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$
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-
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$
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-
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$
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-
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$
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-
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|||||||||
Common
stock issued in exchange for membership units on June 24,
2008
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(30
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)
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30,000,000
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3,000
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(3,000
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)
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-
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||||||||||||
Shares
issued at $0.05 on June 4, 2008 (net of costs of $13,500)
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15,000,000
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1,500
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735,000
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736,500
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|||||||||||||||
Shares
issued at $0.25 on June 12, 2008
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156,800
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16
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39,184
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39,200
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|||||||||||||||
Common
stock issued for services
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25,000
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3
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6,247
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6,250
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|||||||||||||||
Net
loss
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(55,504
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)
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(55,504
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)
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|||||||||||||||
Balance,
June 30, 2008
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-
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45,181,800
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4,519
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777,431
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(55,504
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)
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726,446
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||||||||||||
Shares
issued at $0.25 from July 1 to July 11, 2008
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73,600
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7
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18,393
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18,400
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|||||||||||||||
Net
loss
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(305,288
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)
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(305,288
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)
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|||||||||||||||
Balance,
September 30, 2008
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-
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45,255,400
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$
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4,526
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$
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795,824
|
$
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(360,792
|
)
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$
|
439,558
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Three
Months
Ended
September
30,
2008
|
Period
From
June
4, 2008
(inception)
through
September
30,
2008
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||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
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|||||||
Net
loss
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$
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(305,288
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)
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$
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(360,792
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)
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Adjustments
to reconcile net loss to net cash used in operating
activities:
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|||||||
Shares
issued for services
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-
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6,250
|
|||||
Changes
in assets and liabilities
|
|||||||
Increase
in other assets
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(2,160
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)
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(7,160
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)
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|||
Increase
in accounts payable
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18,493
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23,704
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|||||
Increase
in accrued expenses
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17,163
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24,663
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|||||
Net
Cash Used in Operating Activities
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(271,792
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)
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(313,335
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)
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|||
|
|||||||
CASH
FLOWS FROM INVESTING ACTIVITIES
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|||||||
Furniture
& Fixtures
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(20,000
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)
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(20,000
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)
|
|||
Office
Equipment
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(11,964
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)
|
(11,964
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)
|
|||
Net
Cash Used in Operating Activities
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(31,964
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)
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(31,964
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)
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CASH
FLOWS FROM FINANCING ACTIVITIES:
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|||||||
Sale
of common stock
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18,400
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794,100
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|||||
Net
Cash Provided By Financing Activities
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18,400
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794,100
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|||||
|
|||||||
NET
INCREASE (DECREASE) IN CASH
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(285,356
|
)
|
448,801
|
||||
|
|||||||
CASH
AT BEGINNING OF PERIOD
|
734,157
|
-
|
|||||
CASH
AT END OF PERIOD
|
$
|
448,801
|
$
|
448,801
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-NOTE
1 -
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NATURE
OF OPERATIONS
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-NOTE
- 2
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SUMMARY
OF ACCOUNTING POLICIES
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·
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of
management’s responsibility for establishing and maintaining adequate
internal control over its financial
reporting;
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·
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of
management’s assessment of the effectiveness of its internal control over
financial reporting as of year end;
and
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·
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of
the framework used by management to evaluate the effectiveness
of the
Company’s internal control over financial
reporting.
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-NOTE
- 3
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GOING
CONCERN
|
-NOTE
- 4
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STOCKHOLDERS’
EQUITY
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-NOTE
- 5
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PATENT
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(A)
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No
general solicitation or advertising was conducted by us in connection
with
the offering of any of the Shares.
|
|
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(B)
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At
the time of the offering we were not: (1) subject to the reporting
requirements of Section 13 or 15 (d) of the Exchange Act; or (2)
an
“investment company” within the meaning of the federal securities
laws.
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(C)
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Neither
we, nor any of our predecessors, nor any of our directors, nor any
beneficial owner of 10% or more of any class of our equity securities,
nor
any promoter currently connected with us in any capacity has been
convicted within the past ten years of any felony in connection with
the
purchase or sale of any security.
|
|
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(D)
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The
offers and sales of securities by us pursuant to the offerings were
not
attempts to evade any registration or resale requirements of the
securities laws of the United States or any of its
states.
|
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(E)
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None
of the investors are affiliated with any of our directors, officers
or
promoters or any beneficial owner of 10% or more of our
securities.
|
(a) |
Exhibits
|
(b) |
Reports
of Form 8-K
|
|
MEDICAL
ALARM CONCEPTS HOLDING, INC.
|
|
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Date:
November 19, 2008
|
By:
|
/s/
Howard Teicher
|
|
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Howard
Teicher
|
|
|
Chief
Executive Officer,
Chief
Financial Officer
|