Unassociated Document
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
Date of Report (Date of earliest event
reported): October 25, 2010
MEDICAL ALARM CONCEPTS HOLDING,
INC.
(Exact name of registrant as specified
in its charter)
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Nevada
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333-153290
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26-3534190
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer Identification
No.)
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5215-C Militia Hill Road, Plymouth
Meeting, PA
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19462
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(Address of principal executive
offices)
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(Zip
Code)
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(877) 639-2929
(Registrant’s telephone number,
including area code)
Not Applicable
(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 (see General Instruction A.2.
below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 4.02
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Non-Reliance on Previously Issued
Financial Statements or a Related Audit Report or Completed Interim
Review.
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On October 25, 2010, Medical Alarm
Concepts Holding, Inc. (the “Company”) received notice from its independent
registered public accounting firm, Li & Company, PC, that an error had been
made in the Company’s historical financial statements. The Company’s
independent registered public accounting firm advised the Company of this error
during the course of the audit of the Company’s 2010 consolidated financial
statements. The error affects primarily the Company’s equity section
and operating expenses.
As a result of the error, the Board of
Directors determined that the Company should restate its financial statements
for the periods ending December 31, 2009 and March 31, 2010 to reflect that the
Company did not issue a warrant to purchase two million (2,000,000) shares of
restricted common stock as payment for investor relations
services. Such restatements impact the financial statements and other
financial information included in Item 1. Financial
Statements and Item 2.
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations for each of the
Quarterly Reports on Form 10-Q that were previously filed with the Securities
and Exchange Commission (the “SEC”). The Company’s Board of Directors
and its management have discussed each of these matters with the Company’s
independent registered public accounting firm. As a result of the
restatements, the Company’s previously issued financial statements in its
Quarterly Reports on Form 10-Q for the periods ended December 31, 2009 and March
31, 2010 should no longer be relied upon.
The Company plans to file with the SEC
amended Quarterly Reports on Form 10-Q for the periods ended December 31, 2009
and March 31, 2010 following the filing of this Current Report on Form
8-K.
Correspondence
from the Company’s independent registered accounting firm with regard to whether
it agrees with the statements made by the Company in response to this Item 4.02
is attached hereto as Exhibit 7.1.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
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7.1
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Letter from Li & Company,
PC.
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date: October 26,
2010
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MEDICAL ALARM CONCEPTS HOLDING,
INC.
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By:
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/s/ Howard
Teicher
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Howard
Teicher
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Chief Executive Officer and
Chairman of the Board
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EXHIBIT INDEX
| Exhibit No. |
Description |
| |
|
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7.1
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Letter from Li & Company,
PC.
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