UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549


FORM
10-K




(Mark
One)


x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the fiscal year ended June 30, 2010




 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the period from _________________ to _________________




Commission
File No. 333-153290




MEDICAL
ALARM CONCEPTS HOLDING, INC.


(Exact
name of issuer as specified in its charter)




Nevada
            26-3534190(State or other jurisdiction of incorporation or organization)
            (I.R.S.  Employer Identification No.)5215-C Militia Hill Road
              Plymouth Meeting, PA
            19462(Address of principal executive offices)
            (Zip Code)




Registrant’s
telephone number, including area code:  (877) 639-2929




Securities
registered under Section 12(b) of the Exchange
Act:     None.





Securities
registered under Section 12(g) of the Exchange Act:





Common stock, par value
$0.0001 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  ̈     No
x




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  ̈     No
x




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.


Yes  ̈     No
x




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, 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).     Yes  ̈     No
 ̈




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 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




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” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.




Large
      accelerated filer
             ̈
            Accelerated
      filer
             ̈Non-accelerated
      filler
             ̈
            Smaller
      reporting company
            x(Do
      not check if a smaller reporting company)




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes  ̈     No
x




As of the
last business day of the registrant’s most recently completed second fiscal
quarter, there was no public trading market for our common stock.




As of
November 10, 2010, the registrant had 286,636,940 shares of common stock issued
and outstanding, respectively.




Documents
Incorporated by Reference:


None.





TABLE
OF CONTENTS




PART
      I
                                                        1ITEM
      1.
                                                        BUSINESS
                                                        1ITEM
      1A.
                                                        RISK
      FACTORS
                                                        2ITEM
      1B.
                                                        UNRESOLVED
      STAFF COMMENTS
                                                        2ITEM
      2.
                                                        PROPERTIES
                                                        2ITEM
      3.
                                                        LEGAL
      PROCEEDINGS
                                                        2ITEM
      4.
                                                        [REMOVED
      AND RESERVED]
                                                        2PART
      II
                                                        2ITEM
      5.
                                                        MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
                                                        2ITEM
      6.
                                                        SELECTED
      FINANCIAL DATA
                                                        3ITEM
      7.
                                                        MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                                                        3ITEM
      7A.
                                                        QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                                                        7ITEM
      8.
                                                        FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                                                        9ITEM
      9.
                                                        CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                                                        31ITEM 9A(T).
                                                        CONTROLS
      AND PROCEDURES
                                                        31ITEM
      9B.
                                                        OTHER
      INFORMATION
                                                        32PART III
                                                        33ITEM
      10.
                                                        DIRECTORS,
      EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
                                                        33ITEM
      11.
                                                        EXECUTIVE
      COMPENSATION
                                                        34ITEM
      12.
                                                        SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                                                        35ITEM
      13.
                                                        CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                                                        35ITEM
      14.
                                                        PRINCIPAL
      ACCOUNTING FEES AND SERVICES
                                                        35PART
      IV
                                                        36ITEM
      15.
                                                        EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
                                                        36


i


PART
I




ITEM
      1.
            BUSINESS




General




Medical
Alarm Concepts Holding, Inc. (the “Company” or “Medical Alarm”) was formed in
June 2008 and, on June 24, 2008, we acquired 100% of the membership
interests in Medical Alarm Concepts, LLC, a Delaware limited liability
corporation.  Our plan is to provide 24-hour personal response
monitoring services and related products to subscribers with medical or
age-related conditions.  Our product is a home communicator that
connects directly to a telephone line via remote access.  Our product
is a medical pendent that, when activated, sends an automated digital telephone
signal to a monitoring facility where a highly trained professional responds to
the alert and provides the proper assistance.




Marketing




The
obvious and most common use for medical alarms is as a safeguard for the
elderly.  While very few things can prevent falls by elderly persons,
medical alarms mitigate the potential harm done if there is not a timely
response to such an accident.  Medical alarms are more convenient and
safer than the telephone.  The user wears a medical alarm on his or
her wrist, around his or her neck, or on his or her belt so that it is always
accessible and easy to reach.




Marketing
efforts will include advertising in print media, on the radio, and on
television.  Interested parties will be invited to: (1) inquire about
medical alarms through our website at www.medicalalarmconcepts.com; (2) call our
toll-free telephone number at 877-639-2929; or (3) write in for information at
our executive offices.  We will offer informational brochures
outlining our services or fees.




Sales
activities include one-on-one personal contact with potential
clients.  Medical Alarm’s sales philosophy includes an in-depth
discussion with our trained sales consultants to understand the desires and
needs of our prospective and current customers in order to recommend the
appropriate plan and set-up with each individual to achieve the highest level of
satisfaction in our product.




Medical
Alarm will prepare a sales contract specifying dates, times, services, limits of
liability, and other appropriate information to be signed and returned by the
customer along with full payment in advance.




The
Company has taken the proven personal emergency response system (PERS) and
upgraded it with a new state-of-the-art technology.  We are
introducing a 2-way voice speakerphone pendant that connects to a monitored call
center.  No other PERS system on the market today offers two-way voice
communication directly through the pendant.  In an emergency, the
current systems require the user to be near the base station in order to
communicate with the monitoring center.  This leaves the user confined
to a one-room radius of the base station at all times.  Our system
enables the user to communicate directly through their wearable pendant, leaving
them free to move anywhere in and around the home.




The
Company’s primary focus is in the sale of our medical devices.  We
intend to link, install and monitor the medical alarm systems to a central
station.  Our home communicator connects to a telephone line and our
medical pendent, when activated, sends an automated digital telephone signal to
a monitoring facility.  Within seconds of activation, a highly trained
monitoring professional follows a proscribed response protocol to quickly assess
the situation and provide an appropriate response.  This may include
calling the police, fire, or ambulance to respond to the situation, or calling
family, friends, or neighbors.




In
addition, we also have a retail division that allows individuals who prefer not
to pay the monthly fee, to make a one-time purchase of the unit.  The
unit will connect them to either a designated personal contact or to
911.




1




Competition




Philips
Medical Systems




Philips
Medical Systems (“Philips”), a growing leader in the medical device and
diagnostic industry, is committed to providing innovative technology and
services that enable health care providers to achieve clinical
excellence.  Philips is positioned to deliver solutions with unique
clinical solutions and benefits and to meet health care’s challenges today and
in the future.  Philips is firmly established as a worldwide leader in
most of its markets, including the markets for x-ray, ultrasound, nuclear
medicine patient monitoring and automated external defibrillator
devices.




Philips
is represented in more than 60 countries and employs over 20,000
people.  All of its products are backed by Philips’ worldwide network
of research and development, and sales and service
organizations.  Philips recent acquisition of Lifeline Medical Alarm
has positioned it as the largest PERS provider with over 700,000 monitored
accounts.




Life
Alert Emergency Response, Inc.




Since
1987, Life Alert Emergency Response, Inc. (“Life Alert”) has provided medical
emergency response services to the elderly and others with medical conditions
who experience life-threatening events.  Life Alert is endorsed by Dr.
C. Everett Koop, MD, former U.S. Surgeon General.  Life Alert
advertises on TV and in AARP magazine.




ITEM 1A.
            RISK
      FACTORS




Not
applicable for smaller reporting companies.




ITEM 1B.
            UNRESOLVED
      STAFF COMMENTS




Not
applicable for smaller reporting companies.




ITEM
      2.
            PROPERTIES




Our
business office is located at 5215-C Militia Hill Road, Plymouth Meeting, PA
19462.  This office is leased.




ITEM
      3.
            LEGAL
      PROCEEDINGS




On April
16, 2010, the Company and LogicMark LLC reached a settlement agreement resolving
litigation, as further described in Note 9 to the financial
statements.  To the best of our knowledge, there are no material
pending litigation proceedings against us.




ITEM
      4.
            [REMOVED
      AND RESERVED]




PART
II




ITEM
      5.
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES




Market
Information




Our
common stock has been quoted on the OTC Bulletin Board system under the symbol
“MDHI” since January 2, 2009.  On November 9, 2010, the closing price
of the common stock was $0.011 per share.




The
market price of our common stock will be subject to significant fluctuations in
response to variations in our quarterly operating results, general trends in the
market, and other factors, over which we have little or no
control.  In addition, broad market fluctuations, as well as general
economic, business and political conditions, may adversely affect the market for
our common stock, regardless of our actual or projected
performance.




2




Holders




As of
November 9, 2010, we had 42 record holders of our common
stock.




Dividends




We have
never declared or paid any dividends on our common stock.  We
currently do not anticipate paying any cash dividends in the foreseeable future
on our common stock.  Although we intend to retain our earnings, if
any, to finance the exploration and growth of our business, our Board of
Directors will have the discretion to declare and pay dividends in the
future.




Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.




Equity
Compensation Plan Information




We do not
have any equity compensation plans under which equity securities of the Company
are authorized for issuance and we have not granted any stock
options.




ITEM
      6.
            SELECTED
      FINANCIAL DATA




Not
applicable.




ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS




The
following plan of operation provides information which management believes is
relevant to an assessment and understanding of our results of operations and
financial condition.  The discussion should be read along with our
financial statements and notes thereto.  This section includes a
number of forward-looking statements that reflect our current views with respect
to future events and financial performance.  Forward-looking
statements are often identified by words like believe, expect, estimate,
anticipate, intend, project and similar expressions, or words which, by their
nature, refer to future events.  You should not place undue certainty
on these forward-looking statements.  These forward-looking statements
are subject to certain risks and uncertainties that could cause actual results
to differ materially from our predictions.




Overview




Plan
of Operation




The
Company has taken the proven PERS system and upgraded it with a new
state-of-the-art technology.  We are introducing a 2-way voice
speakerphone pendant that connects to a monitored call center.  No
other PERS system on the market today offers two-way voice communication
directly through the pendant.  In an emergency, the current systems
require the user to be near the base station in order to communicate with the
monitoring center.  This leaves the user confined to a one-room radius
of the base station at all times.  Our system enables the user to
communicate directly through their wearable pendant, leaving them free to move
anywhere in and around the home.




The
Company’s primary focus is in the sale of our medical devices.  We
intend to link, install and monitor the medical alarm systems to a central
station.  Our home communicator connects to a telephone line and our
medical pendent, when activated, sends an automated digital telephone signal to
a monitoring facility.  Within seconds of activation, a highly trained
monitoring professional follows a proscribed response protocol to quickly assess
the situation and provide an appropriate response.  This may include
calling the police, fire, or ambulance to respond to the situation, or calling
family, friends, or neighbors.




3




In
addition, we also have a retail division that allows individuals who prefer not
to pay the monthly fee, to make a one-time purchase of the unit.  The
unit will connect them to either a designated personal contact or to
911.




Results
of Operations




The
following discussion is based on the financial statements of the
Company.  The following tables and discussion summarize our financial
statements for the years ended June 30, 2010 and 2009, and should be read in
conjunction with the financial statements, and notes thereto, included with this
Annual Report on Form 10-K at Part II, Item 8, below.




SUMMARY
COMPARISON OPERATING RESULTS




Year ended June 30,2010
                
                
                2009Gross
      Profit
                
                
                346,856
                
                
                
                -Total
      operating expenses
                
                
                3,008,922
                
                
                
                1,553,500Loss
      from operations
                
                
                (2,662,066
                )
                
                
                (1,553,500
                )Total
      other income (expense)
                
                
                (2,000,313
                )
                
                
                (204,589
                )Net
      income (loss)
                
                
                (4,662,379
                )
                
                
                (1,758,089
                )Net
      income (loss) per share
                
                
                (0.05
                )
                
                
                (0.04
                )




Our
operating expenses have increased from the year ended June 30, 2010 compared
with the year ended June 30, 2009.




Liquidity
and Capital Resources




As of
June 30, 2010, we had $0 in cash.




We
believe we can satisfy our cash requirements for the next twelve months with our
current cash flow from business operations, although there can be no assurance
to that effect.  If we are unable to satisfy our cash requirements, we
may be unable to proceed with our plan of operation.  We do not
anticipate the purchase or sale of any significant equipment.  We also
do not expect any significant additions to the number of
employees.  The foregoing represents our best estimate of our cash
needs based on current planning and business conditions.  In the event
we are not successful in reaching our initial revenue targets, additional funds
may be required, and we may not be able to proceed with our business plan for
the development and marketing of our core services.  Should this
occur, we may be forced to suspend or cease operations.




We
anticipate incurring operating losses in the foreseeable
future.  Therefore, our auditors have raised substantial doubt about
our ability to continue as a going concern.




Recent
Accounting Pronouncements




In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC
Release No. 33-9072 on October 13, 2009.  Commencing with its annual
report for the fiscal year ending June 30, 2010, the Company will be required to
include a report of management on its internal control over financial
reporting.  The internal control report must include a
statement:  (i) of management’s responsibility for establishing
and maintaining adequate internal control over its financial reporting;
(ii) of management’s assessment of the effectiveness of its internal
control over financial reporting as of year end; and (iii) of the framework
used by management to evaluate the effectiveness of the Company’s internal
control over financial reporting.




4




Furthermore,
it is required to file the auditor’s attestation report separately on the
Company’s internal control over financial reporting on whether it believes that
the Company has maintained, in all material respects, effective internal control
over financial reporting.




In June
2009, the FASB approved the “FASB Accounting Standards Codification” (the
“Codification”) as the single source of authoritative nongovernmental accounting
principles generally accepted in the United States (“GAAP”) to be launched on
July 1, 2009.  The Codification does not change current GAAP, but
is intended to simplify user access to all authoritative GAAP by providing all
the authoritative literature related to a particular topic in one
place.  All existing accounting standard documents will be superseded
and all other accounting literature not included in the Codification will be
considered non-authoritative.  The Codification is effective for
interim and annual periods ending after September 15, 2009.




In August
2009, the FASB issued the FASB Accounting Standards Update No. 2009-04 “Accounting for Redeemable Equity
Instruments - Amendment to Section 480-10-S99,” which represents an
update to section 480-10-S99, distinguishing liabilities from equity, per EITF
Topic D-98, Classification and
Measurement of Redeemable Securities.  The Company does not
expect the adoption of this update to have a material impact on its consolidated
financial position, results of operations or cash flows.




In August
2009, the FASB issued the FASB Accounting Standards Update No. 2009-05 “Fair Value Measurement and
Disclosures Topic 820 – Measuring Liabilities at Fair Value,” which
provides amendments to subtopic 820-10, Fair Value Measurements and Disclosures
– Overall, for the fair value measurement of liabilities.  This update
provides clarification that in circumstances in which a quoted price in an
active market for the identical liability is not available, a reporting entity
is required to measure fair value using one or more of the following techniques:
1.  A valuation technique that uses: a.  The quoted price of
the identical liability when traded as an asset b.  Quoted prices for
similar liabilities or similar liabilities when traded as
assets.  2.  Another valuation technique that is consistent
with the principles of topic 820; two examples would be an income approach, such
as a present value technique, or a market approach, such as a technique that is
based on the amount at the measurement date that the reporting entity would pay
to transfer the identical liability or would receive to enter into the identical
liability.  The amendments in this update also clarify that when
estimating the fair value of a liability, a reporting entity is not required to
include a separate input or adjustment to other inputs relating to the existence
of a restriction that prevents the transfer of the liability.  The
amendments in this update also clarify that both a quoted price in an active
market for the identical liability when traded as an asset in an active market
when no adjustments to the quoted price of the asset are required are Level 1
fair value measurements.  The Company does not expect the adoption of
this update to have a material impact on its consolidated financial position,
results of operations or cash flows.




In
September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-08
“Earnings Per Share –
Amendments to Section 260-10-S99,” which represents technical corrections
to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share
for a Period that includes a Redemption or an Induced Conversion of a Portion of
a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of
Earnings per Share for the Redemption or Induced Conversion of Preferred
Stock.  The Company does not expect the adoption of this update
to have a material impact on its consolidated financial position, results of
operations or cash flows.




In
September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-09
“Accounting for
Investments-Equity Method and Joint Ventures and Accounting for Equity-Based
Payments to Non-Employees.”  This update represents a
correction to Section 323-10-S99-4, Accounting by an Investor for
Stock-Based Compensation Granted to Employees of an Equity Method
Investee.  Additionally, it adds observer comment Accounting
Recognition for Certain Transactions Involving Equity Instruments Granted to
Other Than Employees to the Codification.  The Company does not
expect the adoption to have a material impact on its consolidated financial
position, results of operations or cash flows.


5


In
September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-12
“Fair Value Measurements and
Disclosures Topic 820 – Investment in Certain Entities That Calculate Net Assets
Value Per Share (or Its Equivalent),” which provides amendments to
Subtopic 820-10, Fair Value Measurements and Disclosures-Overall, for the fair
value measurement of investments in certain entities that calculate net asset
value per share (or its equivalent).  The amendments in this update
permit, as a practical expedient, a reporting entity to measure the fair value
of an investment that is within the scope of the amendments in this update on
the basis of the net asset value per share of the investment (or its equivalent)
if the net asset value of the investment (or its equivalent) is calculated in a
manner consistent with the measurement principles of Topic 946 as of the
reporting entity’s measurement date, including measurement of all or
substantially all of the underlying investments of the investee in accordance
with Topic 820.  The amendments in this update also require
disclosures by major category of investment about the attributes of investments
within the scope of the amendments in this update, such as the nature of any
restrictions on the investor’s ability to redeem its investments on the
measurement date, any unfunded commitments (for example, a contractual
commitment by the investor to invest a specified amount of additional capital at
a future date to fund investments that will be make by the investee), and the
investment strategies of the investees.  The major category of
investment is required to be determined on the basis of the nature and risks of
the investment in a manner consistent with the guidance for major security types
in GAAP on investments in debt and equity securities in paragraph
320-10-50-1B.  The disclosures are required for all investments within
the scope of the amendments in this update regardless of whether the fair value
of the investment is measured using the practical expedient.  The
Company does not expect the adoption to have a material impact on its
consolidated financial position, results of operations or cash
flows.




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




Critical
Accounting Policies and Estimates




Our
financial statements and related public financial information are based on the
application of GAAP.  GAAP requires the use of estimates; assumptions,
judgments and subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenues and expense amounts
reported.  These estimates can also affect supplemental information
contained in our external disclosures including information regarding
contingencies, risk and financial condition.  We believe our use of
estimates and underlying accounting assumptions adhere to GAAP and are
consistently and conservatively applied.  We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances.  Actual results may differ
materially from these estimates under different assumptions or
conditions.  We continue to monitor significant estimates made during
the preparation of our financial statements.




Going Concern:  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  The attainment of sustainable
profitability and positive cash flow from operations is dependent on certain
future events.




Use of
Estimates:  In preparing financial statements in conformity
with GAAP, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period.  Actual results could differ from
those estimates.




Revenue
Recognition:  Revenue is recognized when persuasive evidence of
an arrangement exists, delivery has occurred, the fee is fixed or determinable
and collectability is assured.  We had no revenue for the fiscal year
ended June 30, 2009.




Stock-Based
Compensation:The Company accounts for its stock-based
compensation under the provisions of SFAS No.123(R) Accounting for Stock Based
Compensation.  Under SFAS No. 123(R), the Company is permitted to
record expenses for stock options and other employee compensation plans based on
their fair value at the date of grant.  Any such compensation cost is
charged to expense on a straight-line basis over the periods the options
vest.  If the options had cashless exercise provisions, the Company
would utilize variable accounting.


6


Common
stock, stock options and common stock warrants issued to individuals other than
employees or directors are recorded on the basis of their fair value, as
required by SFAS No. 123(R), which is measured as of the date required by EITF
Issue 96-18, Accounting for
Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services.  In accordance
with EITF 96-18, the stock options or common stock warrants are valued using the
Black-Scholes model on the basis of the market price of the underlying common
stock on the valuation date, which for options and warrants related to contracts
that have substantial disincentives to non-performance is the date of the
contract, and for all other contracts is the vesting date.  Expense
related to the options and warrants is recognized on a straight-line basis over
the shorter of the period over which services are to be received or the vesting
period.  Where expense must be recognized prior to a valuation date,
the expense is computed under the Black-Scholes model on the basis of the market
price of the underlying common stock at the end of the period, and any
subsequent changes in the market price of the underlying common stock up through
the valuation date is reflected in the expense recorded in the subsequent period
in which that change occurs.




In
December 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.
148, Accounting for
Stock-Based Compensation-Transition and Disclosure.  SFAS No.
148 also amends the disclosure requirements of SFAS No. 123(R), requiring
prominent disclosure in annual and interim financial statements regarding a
company’s method for accounting for stock-based employee compensation and the
effect of the method on reported results.




Off-Balance
Sheet Arrangements




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




ITEM 7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




We are
subject to certain market risks, including changes in interest rates and
currency exchange rates.  We have not undertaken any specific actions
to limit those exposures.




7


REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors and Stockholders of


Medical
Alarm Concepts Holding, Inc.


Plymouth
Meeting, Pennsylvania




We have
audited the accompanying consolidated balance sheets of Medical Alarm Concepts
Holding, Inc. (the “Company”) as of June 30, 2010 and 2009 and the related
consolidated statement of operations, stockholders’ equity (deficit) and cash
flows for the fiscal years then ended.  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 includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial
statements.  An audit also includes 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 financial position of the Company as of June 30,
2010 and 2009 and the results of its operations and its cash flows for the
fiscal years then ended in 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 3
to the consolidated financial statements, the Company had an accumulated deficit
at June 30, 2010 and had net loss and net cash used in operating activities for
the fiscal year then ended, respectively.  These factors raise
substantial doubt about the Company’s ability to continue as a going
concern.  Management’s plans in regards to these matters are also
described in Note 3.  The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.




Li &
Company, PC




Skillman,
New Jersey


November
10, 2010


8


ITEM
      8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA




MEDICAL
ALARM CONCEPTS HOLDING, INC.




JUNE 30,
2010 AND 2009




Page #Consolidated
      Balance Sheets as of June 30, 2010 and June 30, 2009
                        10Consolidated
      Statements of Operations for the fiscal years ended June 30, 2010 and
      2009
                        11Consolidated
      Statements of Stockholders’ Equity (Deficit) for the fiscal years ended
      June 30, 2010 and 2009
                        12Statements
      of Cash flows for the fiscal years ended June 30, 2010 and
      2009
                        13Notes
      to the Consolidated Financial Statements
                        15


9


Medical
Alarm Concepts Holding, Inc.




CONSOLIDATED
BALANCE SHEETS




June 30,
                  2010
              
              
              June 30,
                  2009ASSETSCURRENT ASSETSCash
              
              $
              -
              
              
              $
              50,751Restricted
      cash
              
              
              35,150
              
              
              
              60,000Accounts
      receivable, net
              
              
              16,213
              
              
              
              -Inventory
              
              
              71,322
              
              
              
              -Stock
      subscription receivable
              
              
              -
              
              
              
              90,000Prepaid
      expenses
              
              
              121,754
              
              
              
              59,644Total
      Current Assets
              
              
              244,439
              
              
              
              260,395Property
      and equipment, net
              
              
              21,464
              
              
              
              26,714Security
      deposit
              
              
              2,160
              
              
              
              2,160Patent,
      net
              
              
              1,666,669
              
              
              
              2,083,335TOTAL
      ASSETS
              
              $
              1,934,732
              
              
              $
              2,372,604LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT LIABILITIESDerivative
      liability – warrants
              
              $
              1,489,055
              
              
              $
              -Accounts
      payable
              
              
              87,588
              
              
              
              94,969Bank
      overdraft
              
              
              14,977
              
              
              
              -Deferred
      revenue
              
              
              37,213
              
              
              
              27,515Due
      to officer
              
              
              24,000
              
              
              
              -Accrued
      expenses
              
              
              12,177
              
              
              
              12,500Total
      Current Liabilities
              
              
              1,665,010
              
              
              
              134,984Patent
      payable
              
              
              2,500,000
              
              
              
              2,500,000Convertible
      notes payable – face amount
              
              
              398,750
              
              
              
              729,300Less
      original issue and notes payable discount
              
              
              (157,517
              )
              
              
              (440,722
              )TOTAL
      LIABILITIES
              
              
              4,406,243
              
              
              
              2,923,562STOCKHOLDERS’ DEFICITSeries
      A Convertible Preferred Stock:  $0.0001 par value; 50,000,000
      shares authorized; 550,000 and 30,000,000 shares issued and outstanding,
      respectively
              
              
              55
              
              
              
              3,000Series
      B Convertible Preferred Stock: $0.0001 par value; 50,000,000 shares
      authorized; 34,700,000 shares issued and outstanding
              
              
              3,470
              
              
              
              -Common
      stock :  $0.0001 par value; 800,000,000 shares authorized
      201,590,744 and 45,259,400 shares issued and outstanding,
      respectively
              
              
              20,159
              
              
              
              4,526Additional
      paid-in capital
              
              
              4,119,522
              
              
              
              1,255,109Accumulated
      deficit
              
              
              (6,614,717
              )
              
              
              (1,813,593
              )Total
      Stockholders’ Deficit
              
              
              (2,471,511
              )
              
              
              (550,958
              )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
              
              $
              1,934,732
              
              
              $
              2,372,604




See
accompanying notes to the consolidated financial statements.


10




Medical
Alarm Concepts Holding, Inc.




CONSOLIDATED
STATEMENTS OF OPERATIONS




For the Fiscal Year Ended
                    June 30,2010
                  
                  
                  2009Revenue
                  
                  $
                  613,357
                  
                  
                  
                  -Cost
      of Sales
                  
                  
                  266,501
                  
                  
                  
                  -Gross
      Profit
                  
                  
                  346,856
                  
                  
                  
                  -Operating expensesAdvertising
                  
                  
                  711,569
                  
                  
                  
                  137,294Amortization
                  
                  
                  416,666
                  
                  
                  
                  416,665Bad
      debts
                  
                  
                  12,855
                  
                  
                  
                  -Compensation
                  
                  
                  1,087,516
                  
                  
                  
                  213,836Depreciation
                  
                  
                  5,250
                  
                  
                  
                  -General
      and administrative
                  
                  
                  420,439
                  
                  
                  
                  318,285Professional
      fees
                  
                  
                  182,659
                  
                  
                  
                  161,872Research
      and development
                  
                  
                  91,980
                  
                  
                  
                  130,318Travel
      and entertainment
                  
                  
                  79,988
                  
                  
                  
                  175,230Total
      operating expenses
                  
                  
                  3,008,922
                  
                  
                  
                  1,553,500Loss
      from operations
                  
                  
                  (2,662,066
                  )
                  
                  
                  (1,553,500
                  )Other
      (income) expenseDerivative
      instrument
                  
                  
                  1,206,196
                  
                  
                  
                  -Other
      expense
                  
                  
                  101,749Interest
      income
                  
                  
                  -
                  
                  
                  
                  (4,274
                  )Interest
      expense
                  
                  
                  692,368
                  
                  
                  
                  208,863Other
      (income) expense, net
                  
                  
                  2,000,313
                  
                  
                  
                  204,589Loss
      before income taxes
                  
                  
                  (4,662,379
                  )
                  
                  
                  (1,758,089
                  )Income
      tax provision
                  
                  
                  -
                  
                  
                  
                  -Net
      loss
                  
                  $
                  (4,662,379
                  )
                  
                  $
                  (1,758,089
                  )Net
      loss per common share – basic and diluted
                  
                  $
                  (0.05
                  )
                  
                  $
                  (0.04
                  )Weighted
      average number of common shares – basic and diluted
                  
                  
                  90,975,644
                  
                  
                  
                  45,253,398




See
accompanying notes to the consolidated financial statements.


11


Medical
Alarm Concepts Holding, Inc.




CONSOLIDATED
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)


FOR
THE FISCAL YEARS ENDED JUNE 30, 2010 AND 2009


TotalAdditional
                              
                              
                              
                              
                              
                              
                              
                              
                              Stockholders'Preferred
      A
                              
                              
                              Preferred
      B
                              
                              
                              Common
                              
                              
                              Paid-In
                              
                              
                              Deferred
                              
                              
                              Deficit
                              
                              
                              EquityShares
                              
                              
                              Amount
                              
                              
                              Shares
                              
                              
                              Amount
                              
                              
                              Shares
                              
                              
                              Amount
                              
                              
                              Capital
                              
                              
                              Compensation
                              
                              
                              Accumulated
                              
                              
                              (Deficit)Balance
      at June 30, 2008
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              45,181,800
                              
                              
                              $
                              4,519
                              
                              
                              
                              777,431
                              
                              
                              
                              
                              
                              $
                              (55,504
                              )
                              
                              $
                              726,446Common
      stock issued at $0.25 per share
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              77,600
                              
                              
                              
                              7
                              
                              
                              
                              19,393
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              19,400Preferred
      stock issued for services
                              
                              
                              30,000,000
                              
                              
                              
                              3,000
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              3,000Value
      of warrants issued with notes on March 30, 2009
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              302,940
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              302,940Value
      of warrants issued with notes on June 15, 2009
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              155,345
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              155,345Net
      loss
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (1,758,089
                              )
                              
                              
                              (1,758,089
                              )Balance
      at June 30, 2009
                              
                              
                              30,000,000
                              
                              
                              
                              3,000
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              45,259,400
                              
                              
                              
                              4,526
                              
                              
                              
                              1,255,109
                              
                              
                              
                              -
                              
                              
                              
                              (1,813,593
                              )
                              
                              
                              (550,958
                              )The
      cumulative adjustment from the warrants derivative liability at January 1,
      2009 upon adoption ofFASB ASC 815-40-15 (formerly "EITF
      07-5")
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (417,800
                              )
                              
                              
                              
                              
                              
                              
                              (138,745
                              )
                              
                              
                              (556,545
                              )Preferred
      B stock issued for cash at $0.02 per share, net of costs
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              38,450,000
                              
                              
                              
                              3,845
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              782,655
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              786,500Conversion
      of Preferred B to common stock
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (3,750,000
                              )
                              
                              
                              (375
                              )
                              
                              
                              3,750,000
                              
                              
                              
                              375
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              -Convertible
      notes and warrants converted to common stock
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              36,922,186
                              
                              
                              
                              3,693
                              
                              
                              
                              388,037
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              391,730Conversion
      of Preferred A to common stock
                              
                              
                              (29,450,000
                              )
                              
                              
                              (2,945
                              )
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              29,450,000
                              
                              
                              
                              2,945
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              -Common
      stock issued for services at $0.25 per share
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              50,000
                              
                              
                              
                              5
                              
                              
                              
                              12,495
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              12,500Common
      stock issued for services at $0.02 per share
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              3,200,000
                              
                              
                              
                              320
                              
                              
                              
                              63,680
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              64,000Common
      stock issued for services at $0.01 per share
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              9,000,000
                              
                              
                              
                              900
                              
                              
                              
                              89,100
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              90,000Common
      stock issued at $0.02 per share for compensation
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              45,000,000
                              
                              
                              
                              4,500
                              
                              
                              
                              895,500
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              900,000Issuance
      of common stock for cash
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              19,450,000
                              
                              
                              
                              1,945
                              
                              
                              
                              113,262
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              115,207Stock
      issuance for cashless warrant exercise
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              9,509,158
                              
                              
                              
                              950
                              
                              
                              
                              615,580
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              616,530Derivative
      liability
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              -Warrants
      issued for future services
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              321,904
                              
                              
                              
                              (321,904
                              )
                              
                              
                              
                              
                              
                              
                              -Amortization
      of deferred compensation
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              321,904
                              
                              
                              
                              
                              
                              
                              
                              321,904Net
      loss
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (4,662,379
                              )
                              
                              
                              (4,662,379
                              )Balance
      at June 30, 2010
                              
                              
                              550,000
                              
                              
                              $
                              55
                              
                              
                              
                              34,700,000
                              
                              
                              $
                              3,470
                              
                              
                              
                              201,590,744
                              
                              
                              $
                              20,159
                              
                              
                              
                              4,119,522
                              
                              
                              $
                              -
                              
                              
                              $
                              (6,614,717
                              )
                              
                              $
                              (2,471,511
                              )


See
accompanying notes to the consolidated financial statements.


12


Medical
Alarm Concepts Holding, Inc.




CONSOLIDATED
STATEMENTS OF CASH FLOWS




For the Fiscal Year Ending
                  June 30,2010
              
              
              2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (4,662,379
              )
              
              $
              (1,758,089
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Preferred
      stock  issued for services
              
              
              -
              
              
              
              3,000Common
      stock issued for services
              
              
              1,066,500
              
              
              
              -Amortization
      of deferred compensation
              
              
              321,904
              
              
              
              -Derivative
      instrument
              
              
              1,206,196
              
              
              
              -Amortization
      of patent
              
              
              416,666
              
              
              
              416,665Amortization
      of original issue and notes payable discounts
              
              
              450,682
              
              
              
              83,863Depreciation
              
              
              5,250
              
              
              
              5,250Change
      in operating assets and liabilities(Increase)
      decrease in:Accounts
      receivable
              
              
              (16,213
              )
              
              
              -Inventory
              
              
              (71,322
              )
              
              
              -Prepaid
      expenses
              
              
              59,644
              
              
              
              (59,644
              )Security
      deposit
              
              
              -
              
              
              
              2,840Increase
      (decrease) in:Accounts
      payable
              
              
              (7,381
              )
              
              
              89,758Bank
      overdraft
              
              
              14,977
              
              
              
              -Accrued
      expenses
              
              
              (323
              )
              
              
              5,000Deferred
      revenue
              
              
              9,698
              
              
              
              27,515Net
      Cash Used in Operating Activities
              
              
              (1,206,101
              )
              
              
              (1,183,842
              )CASH
      FLOWS FROM INVESTING ACTIVITIESFurniture
      & Fixtures
              
              
              -
              
              
              
              (20,000
              )Office
      Equipment
              
              
              -
              
              
              
              (11,964
              )Net
      Cash Used in Operating Activities
              
              
              -
              
              
              
              (31,964
              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Restricted
      cash
              
              
              24,850
              
              
              
              (60,000
              )Collection
      of subscription receivable
              
              
              90,000
              
              
              
              -Proceeds
      from convertible notes
              
              
              48,500
              
              
              
              573,000Due
      to officer
              
              
              24,000
              
              
              
              -Sale
      of preferred stock
              
              
              769,000
              
              
              
              -Sale
      of common stock, net of offering costs
              
              
              199,000
              
              
              
              19,400Net
      Cash Provided By Financing Activities
              
              
              1,155,350
              
              
              
              532,400NET
      DECREASE IN CASH
              
              
              (50,751
              )
              
              
              (683,406
              )CASH
      AT BEGINNING OF YEAR
              
              
              50,751
              
              
              
              734,157CASH
      AT END OF YEAR
              
              $
              -
              
              
              $
              50,751SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION




13





For the Fiscal Year Ending
                  June 30,2010
              
              
              2009CASH
      PAID FOR INTEREST EXPENSE
              
              $
              -
              
              
              $
              -CASH
      PAID FOR INCOME TAXES
              
              $
              -
              
              
              $
              -




See
accompanying notes to the consolidated financial statements.


14


MEDICAL
ALARM CONCEPTS HOLDING, INC.


June 30,
2010 and 2009


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS




NOTE 1
            NATURE
      OF OPERATIONS




On June
4, 2008, Medical Alarm Concepts Holding, Inc.  (the “Company”) was
incorporated under the laws of the State of Nevada.  The Company was
formed for the sole purpose of acquiring all of the membership units of Medical
Alarm Concepts LLC, a Pennsylvania limited liability company (“Medical
LLC”).




On June
24, 2008, the Company merged with Medical LLC.  The members of Medical
LLC received 30,000,000 shares of the Company’s common stock, or 100% of the
outstanding shares in the merger.  As of the date of the merger,
Medical LLC was inactive.




The
Company utilizes new technology in the medical alarm industry to provide 24-hour
personal response monitoring services and related products to subscribers with
medical or age-related conditions.




NOTE 2
            SUMMARY
      OF ACCOUNTING POLICIES




Basis of
Presentation




The
Company’s consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States
(“GAAP”).




Use of
Estimates




The
preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements as well as the reported amount of revenues and expenses
during the reporting period.  Actual results could differ from these
estimates.




Fiscal year
end




The
Company’s fiscal year ends on June 30.




Cash
Equivalents




The
Company considers all highly liquid investments with maturities of three months
or less at the time of purchase to be cash equivalents.




Accounts
receivable




Accounts
receivable are recorded at the invoiced amount, net of an allowance for doubtful
accounts.  The allowance for doubtful accounts is the Company’s best
estimate of the amount of probable credit losses in the Company’s existing
accounts receivable.  The Company determines the allowance based on
historical write-off experience, customer specific facts and economic
conditions.  Bad debt expense is included in general and
administrative expenses, if any.




Outstanding
account balances are reviewed individually for
collectability.  Account balances are charged off against the
allowance after all means of collection have been exhausted and the potential
for recovery is considered remote.




The
Company does not have any off-balance-sheet credit exposure to its
customers.




15




Inventory




The
Company values inventory, consisting of purchased products, at the lower of cost
or market.  Cost is determined on the first-in and first-out (“FIFO”)
method.  The Company regularly reviews its inventories on hand and,
when necessary, records a provision for excess or obsolete inventories based
primarily on current selling price and spot market prices.  The
Company determined that there was no inventory obsolescence as of June 30,
2010.




Property and
equipment




Furniture
and fixtures and office equipment are recorded at cost.  Expenditures
for major additions and betterments are capitalized.  Maintenance and
repairs are charged to operations as incurred.  Depreciation of
furniture and fixtures and office equipment is computed by the straight-line
method (after taking into account their respective estimated residual values)
over their estimated useful life of seven (7) and five (5) years,
respectively.  Upon sale or retirement of office equipment, the
related cost and accumulated depreciation are removed from the accounts and any
gain or loss is reflected in statements of operations.




Patent




The
Company has adopted the guidelines as set out in section 330-30-35-6 of the FASB
Accounting Standards Codification for patent costs.  Under the
requirements as set out, the Company capitalizes and amortizes patent costs
associated with the licensed product the Company intends to sell pursuant to the
Purchase Agreement and the Patent Assignment Agreements, entered into on July
10, 2008 and effective July 30, 2008, over their estimated useful life
of six (6) years.  The costs of defending and maintaining patents
are expensed as incurred.  Upon becoming fully amortized, the related
cost and accumulated amortization are removed from the accounts.




Impairment of long-lived
assets




The
Company follows section 360-10-05-4 of the FASB Accounting Standards
Codification for its long-lived assets.  The Company’s reviews it
long-lived assets, which include property and equipment, and patent, for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.




The
Company assesses the recoverability of its long-lived assets by comparing the
projected undiscounted net cash flows associated with the related long-lived
asset or group of long-lived assets over their remaining estimated useful lives
against their respective carrying amounts.  Impairment, if any, is
based on the excess of the carrying amount over the fair value of those
assets.  Fair value is generally determined using the asset’s expected
future discounted cash flows or market value, if readily
determinable.  If long-lived assets are determined to be recoverable,
but the newly determined remaining estimated useful lives are shorter than
originally estimated, the net book values of the long-lived assets are
depreciated or amortized over the newly determined remaining estimated useful
lives.  The Company determined that there were no impairments of
long-lived assets as of June 30, 2010.




Deferred
revenue




All
revenues from subscription arrangements are recognized ratably over the term of
such arrangements.





Discount on
debt




The
Company has allocated the proceeds received from convertible debt instruments
between the underlying debt instruments and has recorded the beneficial
conversion feature as equity in accordance with paragraph 810-10-05-4 of the
FASB Accounting Standards Codification.  The conversion feature and
certain other features were not considered embedded derivative instruments at
June 30, 2010.  The Company has also recorded the resulting discount
on debt related to the warrants and is amortizing the discount using the
effective interest rate method over the life of the debt
instruments.




16




Derivative warrant
liability




The
Company evaluates its convertible debt, options, warrants or other contracts to
determine if those contracts or embedded components of those contracts qualify
as derivatives to be separately accounted for in accordance with paragraph
810-10-05-4 of the FASB Accounting Standards Codification and paragraph
815-40-25 of the FASB Accounting Standards Codification.  The result
of this accounting treatment is that the fair value of the embedded derivative
is marked-to-market each balance sheet date and recorded as a
liability.  In the event that the fair value is recorded as a
liability, the change in fair value is recorded in the Statement of Operations
as other income or expense.  Upon conversion, exercise or cancellation
of a derivative instrument, the instrument is marked to fair value at the
conversion date and then the related fair value is reclassified to
equity.




In
circumstances where the embedded conversion option in a convertible instrument
is required to be bifurcated and there are also other embedded derivative
instruments in the convertible instrument that are required to be bifurcated,
the bifurcated derivative instruments are accounted for as a single, compound
derivative instrument.




The
classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is re-assessed at the end of
each reporting period.  Equity instruments that are initially
classified as equity that become subject to reclassification are reclassified to
liability at the fair value of the instrument on the reclassification
date.  Derivative instrument liabilities will be classified in the
balance sheet as current or non-current based on whether or not net-cash
settlement of the derivative instrument is expected within 12 months of the
balance sheet date.




On
January 1, 2009, the Company adopted Section 815-40-15 of the FASB Accounting
Standards Codification (“Section 815-40-15”)to determine whether an
instrument (or an embedded feature) is indexed to the Company’s own
stock.  Section 815-40-15 provides that an entity should use a
two-step approach to evaluate whether an equity-linked financial instrument (or
embedded feature) is indexed to its own stock, including evaluating the
instrument’s contingent exercise and settlement provisions.   The
adoption of Section 815-40-15 has affected the accounting for (i) certain
freestanding warrants that contain exercise price adjustment features and (ii)
convertible bonds issued by foreign subsidiaries with a strike price denominated
in a foreign currency.





The
Company classified warrants to purchase 65,545,000 shares of its common stock
issued in connection with its offering of common stock as additional paid-in
capital upon issuance of the warrants.  Upon the adoption of Section
815-40-15 on January 1, 2009, these warrants are no longer deemed to be indexed
to the Company’s own stock and were reclassified from equity to a derivative
liability with a fair value of $556,545 effective as of January 1,
2009.  The reclassification entry included a cumulative adjustment to
retained earnings of $138,745 and a reduction of additional paid-in capital of
$417,800, the amount originally classified as additional paid-in capital upon
issuance of the warrants.




Fair Value of Financial
Instruments




The
Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and
paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph
820-10-35-37”) to measure the fair value of its financial
instruments.  Paragraph 820-10-35-37 establishes a framework for
measuring fair value pursuant to GAAP and expands disclosures about fair value
measurements.  To increase consistency and comparability in fair value
measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair
value hierarchy which prioritizes the inputs to valuation techniques used to
measure fair value into three (3) broad levels.  The fair value
hierarchy gives the highest priority to quoted prices (unadjusted) in active
markets for identical assets or liabilities and the lowest priority to
unobservable inputs.  The three (3) levels of fair value hierarchy
defined by Paragraph 820-10-35-37 are described below:




Level
      1
            Quoted
      market prices available in active markets for identical assets or
      liabilities as of the reporting
date.


Level
      2
            Pricing
      inputs other than quoted prices in active markets included in Level 1,
      which are either directly or indirectly observable as of the reporting
      date.


Level
      3
            Pricing
      inputs that are generally observable inputs and not corroborated by market
      data.




17




The
carrying amounts of the Company’s financial assets and liabilities, such as
cash, accounts receivable, stock subscription receivable, prepaid expenses,
accounts payable, bank overdraft, deferred revenues and accrued liabilities,
approximate their fair values because of the short maturity of these
instruments. The Company’s convertible notes payable approximate the fair value
of such instruments based upon management’s best estimate of interest rates that
would be available to the Company for similar financial arrangements at June 30,
2010 and 2009.




The
Company revalues its derivative warrant liability at every reporting period and
recognizes gains or losses in the consolidated statements of operations and
comprehensive income (loss) that are attributable to the change in the fair
value of the derivative warrant liability.  The Company has no other
assets or liabilities measured at fair value on a recurring basis.




Revenue
Recognition




The
Company’s revenues are derived principally from utilizing new technology in the
medical alarm industry to provide 24-hour personal response monitoring services
and related products to subscribers with medical or age-related
conditions.  The Company applies paragraph 605-10-S99-1 of the FASB
Accounting Standards Codification for revenue recognition.  The
Company will recognize revenue when it is realized or realizable and
earned.  The Company considers revenue realized or realizable and
earned when it has persuasive evidence of an arrangement that the services have
been rendered to the customer, the sales price is fixed or determinable, and
collectability is reasonably assured.




Shipping and handling
costs





The
Company accounts for shipping and handling fees in accordance with paragraph
605-45-45-19 of the FASB Accounting Standards Codification.  While
amounts charged to customers for shipping products are included in revenues, the
related costs are classified in cost of goods sold as incurred.




Stock-based compensation for
obtaining employee services





The
Company accounts for equity instruments issued to parties other than employees
for acquiring goods or services under guidance of section 505-50-30 of the FASB
Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB
Accounting Standards Codification, all transactions in which goods or services
are the consideration received for the issuance of equity instruments are
accounted for based on the fair value of the consideration received or the fair
value of the equity instrument issued, whichever is more reliably
measurable.  The measurement date used to determine the fair value of
the equity instrument issued is the earlier of the date on which the performance
is complete or the date on which it is probable that performance will
occur.





The fair
value of each option award is estimated on the date of grant using a
Black-Scholes option-pricing valuation model.  The ranges of
assumptions for inputs are as follows:





·
            The
      Company uses historical data to estimate employee termination
      behavior.  The expected life of options granted is derived from
      paragraph 718-10-S99-1 of the FASB Accounting Standards Codification and
      represents the period of time the options are expected to be
      outstanding.





·
            The
      expected volatility is based on a combination of the historical volatility
      of the comparable companies’ stock over the contractual life of the
      options.





·
            The
      risk-free interest rate is based on the U.S. Treasury yield curve in
      effect at the time of grant for periods within the contractual life of the
      option.





·
            The
      expected dividend yield is based on the Company’s current dividend yield
      as the best estimate of projected dividend yield for periods within the
      contractual life of the option.




18





The
Company’s policy is to recognize compensation cost for awards with only service
conditions and a graded vesting schedule on a straight-line basis over the
requisite service period for the entire award.





Equity instruments issued to
parties other than employees for acquiring goods or services





The
Company accounts for equity instruments issued to parties other than employees
for acquiring goods or services under guidance of section 505-50-30 of the FASB
Accounting Standards Codification (“FASB ASC Section
505-50-30”).  Pursuant to FASB ASC Section 505-50-30, all transactions
in which goods or services are the consideration received for the issuance of
equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable.  The measurement date used to
determine the fair value of the equity instrument issued is the earlier of the
date on which the performance is complete or the date on which it is probable
that performance will occur.





Income
taxes





The
Company accounts for income taxes under Section 740-10-30 of the FASB Accounting
Standards Codification, which requires recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been
included in the financial statements or tax returns.  Under this method,
deferred tax assets and liabilities are based on the differences between the
financial statement and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.
 Deferred tax assets are reduced by a valuation allowance to the extent
management concludes it is more likely than not that the assets will not be
realized.  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.  The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
the Consolidated Statements of Income and Comprehensive Income in the period
that includes the enactment date.





The
Company adopted section 740-10-25 of the FASB Accounting Standards Codification
(“Section 740-10-25”). Section 740-10-25 addresses the determination of whether
tax benefits claimed or expected to be claimed on a tax return should be
recorded in the financial statements.  Under Section 740-10-25, the Company
may recognize the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the position.  The tax
benefits recognized in the financial statements from such a position should be
measured based on the largest benefit that has a greater than fifty (50) percent
likelihood of being realized upon ultimate settlement.  Section 740-10-25
also provides guidance on de-recognition, classification, interest and penalties
on income taxes, accounting in interim periods and requires increased
disclosures.  The Company had no material adjustments to its liabilities
for unrecognized income tax benefits according to the provisions of Section
740-10-25.





Net loss per common
share




Net loss
per common share is computed pursuant to section 260-10-45 of the FASB
Accounting Standards Codification.  Basic net loss per common share is
computed by taking net loss divided by the weighted average number of common
shares outstanding for the period.  Diluted net loss per common share is
computed by dividing net loss by the weighted average number of shares of common
stock and potentially outstanding shares of common stock during the period to
reflect the potential dilution that could occur from common shares issuable
through stock options, warrants, and convertible debt, which excludes 65,545,000
shares of common stock issuable under warrants and 39,875,000 shares of common
stock issuable under the conversion feature of the convertible notes payable for
the fiscal year ended June 30, 2010, no share equivalents were outstanding for
the fiscal year ended June 30, 2009.  These potential shares of common
stock were not included as they were anti-dilutive.




Commitments and
contingencies




The
Company follows subtopic 450-20 of the FASB Accounting Standards Codification to
report accounting for contingencies.  Liabilities for loss contingencies
arising from claims, assessments, litigation, fines and penalties and other
sources are recorded when it is probable that a liability has been incurred and
the amount of the assessment can be reasonably estimated.


19




Cash flows
reporting




The
Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards
Codification for cash flows reporting, classifies cash receipts and payments
according to whether they stem from operating, investing, or financing
activities and provides definitions of each category, and uses the indirect or
reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25
of the FASB Accounting Standards Codification to report net cash flow from
operating activities by adjusting net income to reconcile it to net cash flow
from operating activities by removing the effects of (a) all deferrals of past
operating cash receipts and payments and all accruals of expected future
operating cash receipts and payments and (b) all items that are included in net
income that do not affect operating cash receipts and payments.  The
Company reports the reporting currency equivalent of foreign currency cash
flows, using the current exchange rate at the time of the cash flows and the
effect of exchange rate changes on cash held in foreign currencies is reported
as a separate item in the reconciliation of beginning and ending balances of
cash and cash equivalents and separately provides information about investing
and financing activities not resulting in cash receipts or payments in the
period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards
Codification.




Subsequent
events




The
Company follows the guidance in Section 855-10-50 of the FASB Accounting
Standards Codification for the disclosure of subsequent events. The Company will
evaluate subsequent events through the date when the financial statements
are issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards
Codification, the Company as an SEC filer considers its financial statements
issued when they are widely distributed to users, such as through filing them on
EDGAR.




Recently Issued Accounting
Pronouncements




In
January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-01
“Equity Topic 505 – Accounting for Distributions to Shareholders with Components
of Stock and Cash,” which clarify that the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a potential
limitation on the total amount of cash that all shareholders can elect to
receive in the aggregate is considered a share issuance that is reflected in EPS
prospectively and is not a stock dividend for purposes of applying Topics 505
and 260 (Equity and Earnings Per Share (“EPS”)).  Those distributions
should be accounted for and included in EPS calculations in accordance with
paragraphs 480-10-25-14 and 260-10-45-45 through 45-47 of the FASB Accounting
Standards codification.  The amendments in this Update also provide a
technical correction to the Accounting Standards Codification.  The
correction moves guidance that was previously included in the Overview and
Background Section to the definition of a stock dividend in the Master Glossary.
 That guidance indicates that a stock dividend takes nothing from the
property of the corporation and adds nothing to the interests of the
stockholders.  It also indicates that the proportional interest of each
shareholder remains the same, and is a key factor to consider in determining
whether a distribution is a stock dividend.




In
January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-02
“Consolidation Topic 810 – Accounting and Reporting for Decreases in Ownership
of a Subsidiary – a Scope Clarification,” which provides amendments to Subtopic
810-10 and related guidance within GAAP to clarify that the scope of the
decrease in ownership provisions of the Subtopic and related guidance applies to
the following:




1.
            A
      subsidiary or group of assets that is a business or nonprofit
      activity;





2.
            A
      subsidiary that is a business or nonprofit activity that is transferred to
      an equity method investee or joint venture;
and





3.
            An
      exchange of a group of assets that constitutes a business or nonprofit
      activity for a noncontrolling interest in an entity (including an equity
      method investee or joint venture).





The
amendments in this Update also clarify that the decrease in ownership guidance
in Subtopic 810-10 does not apply to the following transactions even if they
involve businesses:


20




1.
            Sales
      of in substance real estate.  Entities should apply the sale of real
      estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and
      976-605 (Retail/Land) to such
transactions.





2.
            Conveyances
      of oil and gas mineral rights.  Entities should apply the mineral
      property conveyance and related transactions guidance in Subtopic 932-360
      (Oil and Gas-Property, Plant, and Equipment) to such
      transactions.





If a
decrease in ownership occurs in a subsidiary that is not a business or nonprofit
activity, an entity first needs to consider whether the substance of the
transaction causing the decrease in ownership is addressed in other GAAP, such
as transfers of financial assets, revenue recognition, exchanges of nonmonetary
assets, sales of in substance real estate, or conveyances of oil and gas mineral
rights, and apply that guidance as applicable.  If no other guidance
exists, an entity should apply the guidance in Subtopic 810-10.




In
January 2010, the FASB issued the FASB Accounting Standards Update No.
2010-06 “Fair Value
Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value
Measurements,” which provides amendments to Subtopic 820-10 that require
new disclosures as follows:




1.
            Transfers
      in and out of Levels 1 and 2. A reporting entity should disclose
      separately the amounts of significant transfers in and out of Level 1 and
      Level 2 fair value measurements and describe the reasons for the
      transfers.





2.
            Activity
      in Level 3 fair value measurements. In the reconciliation for fair value
      measurements using significant unobservable inputs (Level 3), a reporting
      entity should present separately information about purchases, sales,
      issuances, and settlements (that is, on a gross basis rather than as one
      net number).





This
Update provides amendments to Subtopic 820-10 that clarify existing disclosures
as follows:




1.
            Level
      of disaggregation. A reporting entity should provide fair value
      measurement disclosures for each class of assets and liabilities. A class
      is often a subset of assets or liabilities within a line item in the
      statement of financial position. A reporting entity needs to use judgment
      in determining the appropriate classes of assets and
      liabilities.





2.
            Disclosures
      about inputs and valuation techniques. A reporting entity should provide
      disclosures about the valuation techniques and inputs used to measure fair
      value for both recurring and nonrecurring fair value measurements. Those
      disclosures are required for fair value measurements that fall in either
      Level 2 or Level 3.





This
Update also includes conforming amendments to the guidance on employers’
disclosures about postretirement benefit plan assets (Subtopic 715-20). The
conforming amendments to Subtopic 715-20 change the terminology from major categoriesof assets to
classesof assets and
provide a cross reference to the guidance in Subtopic 820-10 on how to determine
appropriate classes to present fair value disclosures. The new disclosures and
clarifications of existing disclosures are effective for interim and annual
reporting periods beginning after December 15, 2009, except for the disclosures
about purchases, sales, issuances, and settlements in the roll forward of
activity in Level 3 fair value measurements. Those disclosures are effective for
fiscal years beginning after December 15, 2010, and for interim periods within
those fiscal years.




In
February 2010, the FASB issued the FASB Accounting Standards Update No.
2010-09 “Subsequent Events
(Topic 855) Amendments to Certain Recognition and Disclosure
Requirements,” which provides amendments to Subtopic 855-10 as
follows:




1.
            An
      entity that either (a) is an SEC filer or (b) is a conduit bond obligor
      for conduit debt securities that are traded in a public market (a domestic
      or foreign stock exchange or an over-the-counter market, including local
      or regional markets) is required to evaluate subsequent events through the
      date that the financial statements are issued. If an entity meets neither
      of those criteria, then it should evaluate subsequent events through the
      date the financial statements are available to be
  issued.


21





2.
            An
      entity that is an SEC filer is not required to disclose the date through
      which subsequent events have been evaluated. This change alleviates
      potential conflicts between Subtopic 855-10 and the SEC’s
      requirements.





3.
            The
      scope of the reissuance disclosure requirements is refined to include
      revised financial statements only. The term revised financial statementsis added to the glossary of Topic 855. Revised financial statements
      include financial statements revised either as a result of correction of
      an error or retrospective application of U.S. generally accepted
      accounting principles.





All of
the amendments in this Update are effective upon issuance of the final Update,
except for the use of the issued date for conduit debt obligors. That amendment
is effective for interim or annual periods ending after June 15,
2010.




In
April 2010, the FASB issued the FASB Accounting Standards Update No.
2010-17 “Revenue Recognition —
Milestone Method (Topic 605) Milestone Method of Revenue Recognition,”
which provides guidance on the criteria that should be met for determining
whether the milestone method of revenue recognition is appropriate. A vendor can
recognize consideration that is contingent upon achievement of a milestone in
its entirety as revenue in the period in which the milestone is achieved only if
the milestone meets all criteria to be considered substantive.




Determining
whether a milestone is substantive is a matter of judgment made at the inception
of the arrangement. The following criteria must be met for a milestone to be
considered substantive. The consideration earned by achieving the milestone
should:




1.
            Be
      commensurate with either of the
following:





a.
            The
      vendor’s performance to achieve the
milestone.





b.
            The
      enhancement of the value of the item delivered as a result of a specific
      outcome resulting from the vendor’s performance to achieve the
      milestone.





2.
            Relate
      solely to past performance.





3.
            Be
      reasonable relative to all deliverables and payment terms in the
      arrangement.





A
milestone should be considered substantive in its entirety. An individual
milestone may not be bifurcated. An arrangement may include more than one
milestone, and each milestone should be evaluated separately to determine
whether the milestone is substantive. Accordingly, an arrangement may contain
both substantive and nonsubstantive milestones.




A
vendor’s decision to use the milestone method of revenue recognition for
transactions within the scope of the amendments in this Update is a policy
election. Other proportional revenue recognition methods also may be applied as
long as the application of those other methods does not result in the
recognition of consideration in its entirety in the period the milestone is
achieved.




A vendor
that is affected by the amendments in this Update is required to provide all of
the following disclosures:




1.
            A
      description of the overall
arrangement.





2.
            A
      description of each milestone and related contingent
      consideration.





3.
            A
      determination of whether each milestone is considered
      substantive.





4.
            The
      factors that the entity considered in determining whether the milestone or
      milestones are substantive.


22


5.
            The
      amount of consideration recognized during the period for the milestone or
      milestones.





The
amendments in this Update are effective on a prospective basis for milestones
achieved in fiscal years, and interim periods within those years, beginning on
or after June 15, 2010. Early adoption is permitted. If a vendor elects early
adoption and the period of adoption is not the beginning of the entity’s fiscal
year, the entity should apply the amendments retrospectively from the beginning
of the year of adoption. Additionally, a vendor electing early adoption should
disclose the following information at a minimum for all previously reported
interim periods in the fiscal year of adoption:




1.
            Revenue.





2.
            Income
      before income taxes.





3.
            Net
      income.





4.
            Earnings
      per share.





5.
            The
      effect of the change for the captions
presented.





A vendor
may elect, but is not required, to adopt the amendments in this Update
retrospectively for all prior periods.




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




NOTE 3
            GOING
      CONCERN




As
reflected in the accompanying consolidated financial statements, the Company had
an accumulated deficit of $6,614,717 at June 30, 2010, and had a net loss of
$4,662,379 and net cash used in operating activities of $1,206,101 for the year
ended June 30, 2010.




While the
Company is attempting to generate sufficient revenues, the Company’s cash
position may not be enough to support the Company’s daily operations.
 Management intends to raise additional funds by way of a public or private
offering.  Management believes that the actions presently being taken to
further implement its business plan and generate sufficient revenues provide the
opportunity for the Company to continue as a going concern.  While the
Company believes in the viability of its strategy to increase revenues and in
its ability to raise additional funds, there can be no assurances to that
effect.  The ability of the Company to continue as a going concern is
dependent upon the Company’s ability to further implement its business plan and
generate sufficient revenues.




The
consolidated financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.




NOTE
      4
            PROPERTY
      AND EQUIPMENT




Property
and equipment, stated at cost, less accumulated depreciation at June 30, 2010
and 2009 consisted of the following:




Estimated Useful Life
                            (Years)
                          
                          
                          June 30, 2010
                          
                          
                          June 30, 2009Furniture
      and fixtures
                          
                          7
                          
                          
                          $
                          20,000
                          
                          
                          $
                          20,000Office
      equipment
                          
                          5
                          
                          
                          
                          11,964
                          
                          
                          
                          11,96431,964
                          
                          
                          
                          31,964Less:
      accumulated depreciation
                          
                          
                          
                          
                          
                          (10,500
                          )
                          
                          
                          (5,250
                          )$
                          21,464
                          
                          
                          $
                          26,714




23




Depreciation
expense for the fiscal year ended June 30, 2010 and 2009 was $5,250
each.




NOTE
      5
            PATENT




On July
10, 2008, the Company entered into a Purchase Agreement and Patent Assignment
Agreement (the “Agreement”) to be effective July 31, 2008.  The Company is
obligated to pay the seller $2,500,000 on June 30, 2012.  The Agreement
specifies interest of 6% to be payable monthly, commencing on July 31, 2008.
 The seller will reacquire all patents and applications if payment is not
made on June 30, 2012.  The patent is being amortized over its estimated
useful life of six (6) years.




Patent,
stated at cost, less accumulated amortization at June 30, 2010 and 2009,
consisted of the following:




Estimated Useful Life
                            (Years)
                          
                          
                          June 30, 2010
                          
                          
                          June 30, 2009Patent
                          
                          6
                          
                          
                          $
                          2,500,000
                          
                          
                          $
                          2,500,000Less:
      accumulated amortization
                          
                          
                          
                          
                          
                          (833,331
                          )
                          
                          
                          (416,665
                          )$
                          1,666,669
                          
                          
                          $
                          2,083,335




Amortization
expense for the fiscal year ended June 30, 2010 and 2009 was $416,666 and
$416,665, respectively.




NOTE
      6
            CONVERTIBLE
      NOTES PAYABLE




On March
30, 2009, the Company sold six (6) convertible promissory notes in the aggregate
principal amount of $467,500.  The aggregate gross proceeds of the notes
were $425,000.  The notes do not bear interest, but instead were issued at
an aggregate discount of $42,500.  The notes were due and payable April 30,
2010.  The notes can convert into shares of the Company’s common stock, par
value $0.0001, at $0.02 per share.  The notes are currently being
renegotiated.  The notes state that interest accrues at 14% per annum after
April 30, 2010 if the notes are not satisfied timely.




On March
29, 2010, a note holder converted $68,750 of a note for 3,437,500 shares of
common stock at a conversion price of $0.02 per share and the remaining balance
of $398,750 was extended with the same terms and conditions to be due and
payable March 31, 2011.




On June
15, 2009, the Company sold convertible promissory notes in the aggregate
principal amount of $261,800.  The aggregate gross proceeds of the sales
were $238,000.  The notes do not bear interest, but instead were issued at
an aggregate discount of $23,800.  The notes are due and payable July 15,
2010.  The notes can convert into shares of the Company’s common stock, par
value $0.0001, at $0.02 per share.  On June 21, 2010, the notes were
converted into 13,090,000 shares of common stock at $0.02 per
share.




On July
15, 2009, the Company sold convertible promissory notes in the aggregate
principal amount of $53,350.  The aggregate gross proceeds of the sales
were $48,500.  The notes do not bear interest, but instead were issued at
an aggregate discount of $4,850.  The notes are due and payable August 15,
2010.  The notes can convert into shares of the Company’s common stock, par
value $0.0001, at $0.02 per share.  On June 21, 2010, the notes were
converted into 2,667,500 shares of common stock at $0.01 per
share.


24




NOTE
      7
            DERIVATIVE
      WARRANT LIABILITY AND FAIR VALUE




The
Company has evaluated the application of ASC 815 Derivatives and Hedging (formerly SFAS No.
133) and ASC 815-40-25 to the Warrants to purchase common stock issued with the
3/30/09, 6/15/09, 7/15/09 and 12/7/09 Convertible Notes and service agreements.
 Based on the guidance in ASC 815 and ASC 815-40-25, the Company concluded
these instruments were required to be accounted for as derivatives as of July 1,
2009 due to the down round protection feature on the conversion price and the
exercise price.  The Company records the fair value of these derivatives on
its balance sheet at fair value with changes in the values of these derivatives
reflected in the statements of operations as “Gain (loss) on derivative
liabilities.”  These derivative instruments are not designated as
hedging instruments under ASC 815 and are disclosed on the balance sheet under
Derivative Liabilities.




ASC
820-10 (formerly FAS 157) defines fair value as the exchange price that would be
received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date.  ASC
820-10 also establishes a fair value hierarchy which requires an entity to
maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value.  ASC 820-10 describes three levels of
inputs that may be used to measure fair value:  Level 1 – Quoted prices in
active markets for identical assets or liabilities;  Level 2 – Observable inputs
other than Level 1
prices, such as quoted prices for similar assets or liabilities; or other inputs
that are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities; and  Level 3 – Unobservable inputs
that are supported by little or no market activity and that are financial
instruments whose values are determined using pricing models, discounted cash
flow methodologies, or similar techniques, as well as instruments for which the
determination of fair value requires significant judgment or estimation.
 The Company’s Level
3 liabilities consist of the derivative liabilities associated with the
3/30/09, 6/15/09, 7/15/09 and 12/7/09 warrants.  At September 30, 2009, all
of the Company’s derivative liabilities were categorized as Level 3 fair value
assets.  If the inputs used to measure the financial assets and liabilities
fall within more than one level described above, the categorization is based on
the lowest level input that is significant to the fair value measurement of the
instrument.




Level 3 Valuation
Techniques




Financial
assets are considered Level 3 when their fair values are determined using
pricing models, discounted cash flow methodologies or similar techniques and at
least one significant model assumption or input is unobservable.  Level 3
financial liabilities consist of the notes and warrants for which there is no
current market for these securities such that the determination of fair value
requires significant judgment or estimation.  We have valued the notes and
warrants that contain down round provisions using a lattice model, with the
assistance of a valuation consultant, for which management understands the
methodologies.  This model incorporates transaction details such as the
Company’s stock price, contractual terms, maturity, risk free rates, as well as
assumptions about future financings, volatility, and holder behavior as of June
30, 2010.  The warrants primary assumptions include projected annual
volatility of 140% and holder exercise targets at 200% of the projected exercise
price for the warrants, decreasing as the warrants approach maturity.  The
notes primary assumptions include projected annual volatility of 140%; a 2011
financing triggering a conversion price reset and holder conversion targets at
200% of the projected conversion price for the notes, decreasing as the notes
approach maturity.  The fair value of the derivatives as of June 30, 2010
was estimated by management to be $1,489,055.




The
foregoing assumptions will be reviewed quarterly and are subject to change based
primarily on management’s assessment of the probability of the events described
occurring.  Accordingly, changes to these assessments could materially
affect the valuation.




Financial Assets and
Liabilities Measured at Fair Value on a Recurring Basis




Financial
assets and liabilities measured at fair value on a recurring basis are
summarized below and disclosed on the balance sheet under Derivative
Liabilities:


25




AsofJune30,2010Fair Value Measurements UsingCarryingValue
                
                
                Level1
                
                
                Level2
                
                
                Level3
                
                
                TotalDerivative
      Liabilities
                
                $
                1,489,055
                
                
                
                —
                
                
                
                —
                
                
                $
                1,489,055
                
                
                $
                1,489,055Total
      Derivative Liabilities
                
                $
                1,489,055
                
                
                
                —
                
                
                
                —
                
                
                $
                1,489,055
                
                
                $
                1,489,055




The table
below provides a summary of the changes in fair value, including net transfers
in and/or out, of all financial assets measured at fair value on a recurring
basis using significant unobservable inputs (Level 3) during the second quarter
of 2010:




FairValueMeasurementsUsingLevel3InputsDerivativeLiabilities
                
                
                TotalsBeginning
      Balance as of March 31, 2010
                
                $
                737,011
                
                
                $
                737,011Total
      Gains or Losses (realized/unrealized) Included in Net Loss
                
                
                516,035
                
                
                
                516,035Purchases,
      Issuances and Settlements
                
                
                236,009
                
                
                
                236,009Transfers
      in and/or out of Level 3
                
                
                —
                
                
                
                —Ending
      Balance at June 30, 2010
                
                $
                1,489,055
                
                
                $
                1,489,055




NOTE
      8
            DUE
      TO OFFICER




During
the fiscal year ended June 30, 2010, the Company’s chief executive officer
advanced the Company $24,000.  The advances bear no interest and are
payable on demand.




NOTE
      9
            STOCKHOLDERS’
      DEFICIT




Series A Convertible
Preferred Stock




The
Series A Convertible Preferred Stock has no voting rights, bears no dividends
and is convertible at the option of the holder after the date of issuance at a
rate of 1 share of common stock for every preferred share issued however, the
preferred shares cannot be converted if conversion would cause the holder to own
more than 5% of the issued and outstanding common stock.




During
the fiscal year ended June 30, 2010, certain shareholders’ converted 29,450,000
shares of the Series A Convertible Preferred Stock for 29,450,000 shares of
common stock.




Series B Convertible
Preferred Stock




The
Series B Convertible Preferred Stock has no voting rights, bears no dividends
and is convertible at the option of the holder after the date of issuance at a
rate of 1 share of common stock for every preferred share issued however, the
preferred shares cannot be converted if conversion would cause the holder to own
more than 5% of the issued and outstanding common stock.




For the
fiscal year ended June 30, 2010, the Company issued 34,700,000 shares of the
Series B Convertible Preferred Stock for $769,000 in cash.


26




Common
Stock




On
October 1, 2009, the Company issued 50,000 shares of its common stock at
its fair market value of $0.25 per share or $12,500 for services.




On
November 25, 2009, the Company issued 200,000 shares of its common stock at
its fair market value of $0.02 per share or $4,000 for services.




On
November 25, 2009, the Company issued 45,000,000 shares of its common stock
at its fair market value of $0.02 per share or $900,000 for
compensation.




On
January 1, 2010, the Company issued 3,000,000 shares of its common stock at its
fair market value of $0.02 per share or $60,000 for services.




On
January 1, 2010, the Company issued 100,000 shares of its common stock at
its fair market value of $0.02 per share or $2,000 in cash.




On
February 1, 2010, the Company issued 600,000 shares of its common stock at
its fair market value of $0.02 per share or $12,000 in cash.




On
February 18, 2010, the Company issued 1,250,000 shares of its common stock
at its fair market value of $0.02 per share or $25,000 in cash.




On
March 8, 2010, the Company issued 7,015,625 shares of its common stock in
exchange for 7,734,375 warrants issued in connection with the issuance of Series
B convertible preferred stock in a cashless exercise.




On
March 29, 2010, a note holder converted $68,750 of the convertible note for
3,437,500 shares of common stock at a conversion price of $0.02 per
share.




During
the quarter ended March 31, 2010, individual shareholders’ converted 28,150,000
shares of the Series A Convertible Preferred Stock for 28,150,000 shares of
common stock.




On
April 7, 2010, a preferred stockholder converted 1,300,000 shares of Series
A Convertible Preferred Stock for 1,300,000 shares of common stock.




On
May 19, 2010, the Company issued 9,000,000 shares of its common stock at
its fair market value of $0.01 per share or $90,000 for settlement of lawsuit
with LogicMark LLC.




On
June 3, 2010, a preferred stockholder converted 1,250,000 shares of Series
B Convertible Preferred Stock for 1,250,000 shares of common stock.




On
June 3, 2010, a preferred stockholder converted 2,500,000 shares of Series
A Convertible Preferred Stock for 2,500,000 shares of common stock.




On
June 21, 2010, note holders converted $315,150 of convertible notes for
33,484,686 shares of common stock at a conversion price of $0.01 per
share.




On
June 22, 2010, the Company issued 2,493,533 shares of its common stock in
exchange for 5,900,000 Class B Warrants in a cashless exercise.




On
June 25, 2010, the Company issued 17,500,000 shares of its common stock at
its fair market value of $0.01 per share or $160,000 in cash, net of
expenses.


27


Litigation
  On or
about November 24, 2009, LogicMark LLC, a Virginia corporation (“LogicMark”),
filed a lawsuit in U.S.  Federal Court for the Eastern District of Virginia
against the Company, Medical LLC, and Mr. Nevin Jenkins, an individual residing
in Florida.  The complaint essentially alleges that (a) the Company’s
Medipendant product infringes on several claims of a patent which LogicMark
recently purchased from a bankrupt British company; (b) Mr. Jenkins, the
inventor of the patents which the Company has acquired failed to include certain
inventorship information in his patent application with the U.S. Patent and
Trademark Office; and (c) the Company misrepresented in its advertising and
marketing of the Medipendant product that the Company was the first company to
market a monitored Personal Emergency Response System product.  The Company
has denied the claims asserted in the lawsuit and filed its own infringement
claims against LogicMark.  The Company will vigorously defend against the
LogicMark claims and believes the lawsuit will be successfully resolved.
 The lawsuit has had no adverse impact on the Company’s business operations
as it continues to manufacture and market its product and is distributing the
Medipendant to dealers and customers.
  On April
16, 2010, the Company and LogicMark reached a settlement agreement resolving the
litigation.  As a result of the settlement, all outstanding causes of
action between the parties have been dismissed, without acknowledgement of
liability by either party, and the parties retain their rights in their
respective intellectual property.  The parties agreed to file a joint
motion to dismiss with prejudice and both parties covenant not to bring any
further suits against the parties for a period of twenty-four (24) months
following the settlement.  The terms of the settlement agreement are
confidential.


Warrants




On March
30, 2009, together with the sale of convertible promissory notes discussed in
Note 4, the Company issued warrants to purchase 2,337,500 shares of the
Company’s common stock.  The warrants are exercisable over five (5) years
at an exercise price of $0.45 per share.  The fair value of these warrants
granted, estimated on the date of grant, was $302,940, which has been recorded
as a discount to the convertible notes payable, using the Black-Scholes
option-pricing model.




Because
of the issuance on December 2, 2009, the Company issued additional warrants to
purchase 50,256,250 shares of the Company’s common stock.  The warrants are
now exercisable over five (5) years at an exercise price of $0.02 per
share.




On June
15, 2009, together with the sale of convertible promissory notes discussed in
Note 4, the Company issued warrants to purchase 1,309,000 shares of the
Company’s common stock.  The warrants are exercisable over five years at an
exercise price of $0.45 per share.  The fair value of these warrants
granted, estimated on the date of grant, was $155,345, which has been recorded
as a discount to the convertible notes payable, using the Black-Scholes
option-pricing model.




Because
of the issuance on December 2, 2009, the Company issued additional warrants to
purchase 28,143,500 shares of the Company’s common stock.  The warrants are
now exercisable over five years at an exercise price of $0.02 per
share.




On July
15, 2009, together with the sale of convertible promissory notes discussed in
Note 4, the Company issued warrants to purchase 294,250 shares of the Company’s
common stock.  The warrants are exercisable over five years at an exercise
price of $0.45 per share.  The fair value of these warrants granted,
estimated on the date of grant, was $22,983, which has been recorded as a
discount to the convertible notes payable, using the Black-Scholes
option-pricing model.




Because
of the issuance on December 2, 2009, the Company issued additional warrants to
purchase 5,735,125 shares of the Company’s common stock  The warrants
are now exercisable over five years at an exercise price of $0.02 per
share.


28




On
December 2, 2009 the Company issued 26,869,000 warrants of common stock with an
exercise price of $0.02 per share.  The 5 year warrants vest over 4
quarters with a 6 month lockup.  The fair value of these warrants granted,
estimated on the date of grant, was $321,904, which has been recorded as
deferred compensation that has been fully amortized over a period of six-months,
using the Black-Scholes option-pricing model.




On March
8, 2010, the Company issued 7,015,625 shares of its common stock pursuant to the
cashless exercise of 7,734,375 Warrants.




Stock
warrant activities for the fiscal year ended June 30, 2010 is summarized as
follows:




Number
                    of shares
                  
                  
                  Weighted
                    average
                    exercise
                    priceOutstanding
      at June 30, 2009
                  
                  
                  68,411,875
                  
                  
                  $
                  0.02Granted
                  
                  
                  18,501,875
                  
                  
                  
                  0.01Exercised
                  
                  
                  (21,368,750
                  )
                  
                  
                  0.02Outstanding
      at June 30, 2010
                  
                  
                  65,545,000
                  
                  
                  $
                  0.02




Financial
assets are considered Level 3 under paragraph 820-10-35-37 of the FASB
Accounting Standards Codification when their fair values are determined using
pricing models, discounted cash flow methodologies or similar techniques and at
least one significant model assumption or input is unobservable.  Level 3
financial liabilities consist of the warrants for which there is no current
market for these securities such that the determination of fair value requires
significant judgment or estimation.  The Company has valued the
freestanding warrants that contain down round provisions using a lattice model,
with the assistance of a valuation consultant, for which management understands
the methodologies.  This model incorporates transaction details such as the
Company’s stock price, contractual terms, maturity, risk free rates, as well as
assumptions about future financings, volatility, and holder behavior as of
December 7, 2009 and June 30, 2010.  The primary assumptions include
projected annual volatility of 210% and holder exercise targets at 200% of the
projected exercise price for the warrants, decreasing as the warrants approach
maturity.  The fair value of the derivatives as of June 30, 2010 was
estimated by management to be $1,489,055.




The
foregoing assumptions will be reviewed quarterly and are subject to change based
primarily on management’s assessment of the probability of the events described
occurring.  Accordingly, changes to these assessments could materially
affect the valuation.




29




NOTE
      10
            RELATED
      PARTY TRANSACTIONS




The
Company subleases its office space from an affiliate owned by its officers.
 Total rent expense for the fiscal year ended June 30, 2010 was $14,000 and
the related party paid an additional $16,000 in rent for the fiscal year ended
June 30, 2010.  The related party also paid $5,800 for telephone and
utilities for the fiscal year ended June 30, 2010.




The
Company issued 4,950,000 shares of common stock to an affiliate owned by its
officers for the conversion of a $99,000 convertible note at $0.02 per
share.




NOTE
      11
            CONCENTRATION
      AND CREDIT RISK




During
the fiscal year ended June 30, 2010, one customer accounted for $425,000 of the
total sales or approximately 68% of the Company’s revenue.




A
reduction in sales from or loss of such customer would have a material adverse
effect on the Company’s results of operations and financial
condition.




NOTE
      12
            SUBSEQUENT
      EVENTS




The
Company has evaluated all events that occur after the balance sheet date through
the date when the financial statements were issued to determine if they must be
reported.  The management of the Company determined that there were certain
reportable subsequent events to be disclosed as follows:




Common stock
issuance




The
Company issued 85,046,196 shares of stock to various individuals and entities
for cash, services and warrant conversions.


30




ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE




Not
applicable.




ITEM 9A(T).
            CONTROLS
      AND PROCEDURES




Evaluation
of Disclosure Controls and Procedures.  Howard Teicher, our Chief
Executive Officer, and Ronnie Adams, our Chief Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures as of the end of our
fiscal year ended June 30, 2010 pursuant to Rules 13a-15(b) or
15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  Disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) are controls and other procedures that are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms.  Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by us in the reports that we file under the Exchange Act is
accumulated and communicated to our management, as appropriate, to allow timely
decisions regarding required disclosure.  Based on their evaluation,
Messrs. Teicher and Adams concluded that our disclosure controls and procedures
were ineffective as of June 30, 2010 to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified
in the SEC’s rules and forms.




In order
to rectify our ineffective disclosure controls and procedures, we are developing
a plan to ensure that all information will be recorded, processed, summarized
and reported accurately, and as of the date of this report, we have taken the
following steps to address our ineffective disclosure controls and
procedures:




·
            We
      will continue to educate our management personnel to comply with the
      disclosure requirements of the Exchange Act and Regulation S-K;
      and




·
            We
      will increase management oversight of accounting and reporting functions
      in the future.




It should
be noted that any system of controls, however well designed and operated, can
provide only reasonable, and not absolute, assurance that the objectives of the
system are met.  In addition, the design of any control system is based in
part upon certain assumptions about the likelihood of future events.
 Because of these and other inherent limitations of control systems, there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions




Management’s
Annual Report on Internal Control Over Financial Reporting.Management is
responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act.  The Company’s internal control system over financial
reporting is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with GAAP.




Under the
supervision and with the participation of management, including the Company’s
Chief Executive Officer and Chief Financial Officer, the Company conducted an
evaluation of the effectiveness of its internal control over financial reporting
based on the framework in Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.  This
evaluation included an assessment of the design of the Company’s internal
control over financial reporting and testing of the operational effectiveness of
its internal control over financial reporting.  Based on this evaluation,
our Chief Executive Officer and Chief Financial Officer concluded as of June 30,
2010 that our internal controls over financial reporting were
effective.




This
Annual Report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
 Management’s report was not subject to attestation by the Company’s
registered public accounting firm pursuant to temporary rules of the SEC that
permit the Company to provide only management’s report in this Annual
Report.




31




Changes
in Internal Control over Financial Reporting.There has been no
change in our internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) during the most recently
completed fiscal quarter that has materially affected, or is reasonably likely
to materially affect, our internal control over financial
reporting.




ITEM
      9B.
            OTHER
      INFORMATION




Not
applicable.




32




PART
III




ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE




Our
executive officers and directors and their respective ages as of November 9,
2010 are as follows:




Name
                        
                        Age
                        
                        PositionHoward
      Teicher
                        
                        41
                        
                        Chief
      Executive Officer, Chairman of the Board of DirectorsRonnie
      Adams
                        
                        61
                        
                        President,
      Chief Financial Officer, and
Director




Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.




Howard
Teicher




Mr.
Teicher serves as our Chief Executive Officer, Chairman of the Board of
Directors and is the founder of the Company.  Mr. Teicher has been in the
alarm industry for over 10 years and in the direct sales and marketing business
for over 20 years.  He owned and grew one of the largest home health air
purification businesses in the United States.  He is the recipient of top
sales dealer of the year awards from such companies as Honeywell and General
Electric.




Ronnie
Adams




Ronnie
Adams serves as our President, Chief Financial Officer, and Director.  He
has also served as President and Chief Financial Officer of a NASDAQ company
that he started from inception and grew to over $60 million.  Mr. Adams was
the recipient of the prestigious Entrepreneur of the Year Award in 1996,
sponsored by Dow Jones, NASDAQ, and Ernst & Young.




Term
of Office




Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws.  Our officers are appointed by our board of directors and
hold office until removed by the board.




Current
Issues and Future Management Expectations




No board
audit committee has been formed as of the filing of this Annual Report on Form
10-K.


33




Compliance
With Section 16(a) Of The Exchange Act




Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the SEC and are required to furnish copies to the Company.
 To the best of the Company’s knowledge, any reports required to be filed
were timely filed in fiscal year ended June 30, 2010.




Code
of Ethics




The
Company has not adopted a Code of Ethics.  The officers and directors
expect to adopt a code of ethics in the future.




ITEM
      11.
            EXECUTIVE
      COMPENSATION




Summary
Compensation Table




The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officer during the years ended June
30, 2010 and 2009 in all capacities for the accounts of our executive officers,
including the Chief Executive Officer (CEO) and Chief Financial Officer
(CFO):




Nameand
                          Principal
                          Position
                        
                        Year
                        
                        Salary
                          ($)
                        
                        
                        Bonus
                          ($)
                        
                        
                        Stock
                          Awards
                          ($)
                        
                        
                        Option
                          Awards
                          ($)
                        
                        
                        Non-Equity
                          Incentive
                          Plan
                          Compensation
                          ($)
                        
                        
                        Non-
                          Qualified
                          Deferred
                          Compensation
                          Earnings
                          ($)
                        
                        
                        AllOther
                          Compensation
                          ($)
                        
                        
                        Totals
                          ($)Howard
      Teicher
                        
                        2010
                        
                        $
                        44,372
                        
                        
                        
                        0
                        
                        
                        $
                        290,000
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        $
                        9,288
                        (2)
                        
                        $
                        343,660CEO
      and Chairman
                        
                        2009
                        
                        $
                        46,165
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        $
                        8,492
                        
                        
                        $
                        54,657Ronnie
      Adams
                        
                        2010
                        
                        $
                        39,779
                        
                        
                        
                        0
                        
                        
                        $
                        290,000
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        $
                        7,925
                        (1)
                        
                        $
                        337,704CFO
                        
                        2009
                        
                        $
                        49,938
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        $
                        1,603
                        
                        
                        $
                        51,541





(1)
            Mr.
      Teicher’s other compensation in 2010 consisted of $7,128 for a car
      allowance and $2,160 in automobile insurance.  Mr. Teicher’s other
      compensation in 2009 consisted of $7,128 for a car allowance and $1,364 in
      automobile insurance.


(2)
            Mr. Adams’
      other compensation in 2010 consisted of $7,925 for a car
      allowance.  Mr. Adams’ other compensation in 2009 consisted of
      $1,603 for a car allowance.




Option Grants.
 There were no individual grants of stock options to purchase our common
stock made to the executive officers named in the Summary Compensation Table
through June 30, 2010.




Aggregated Option Exercises
and Fiscal Year-End Option Value.  There were no stock options
exercised during period ending June 30, 2010 by the executive officers named in
the Summary Compensation Table.




Long-Term Incentive Plan
(“LTIP”) Awards. There were no awards made to the named executive
officers in the last completed fiscal year under any LTIP.




Compensation of
Directors




Directors
are permitted to receive fixed fees and other compensation for their services as
directors.  The Board of Directors has the authority to fix the
compensation of directors.  No compensation was paid to, or accrued to,
directors in such capacity, in the fiscal year ended June 30, 2010, except
for 14,500,000 shares of common stock issued to each of Messrs. Teicher and
Adams.




Employment
Agreements




We do not
have any employment agreements in place with our executive officers and
directors.


34




ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS




The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of November
9, 2010 and by the officers and directors, individually and as a group.
 Except as otherwise indicated, all shares are owned directly.




Title of Class
                
                Name and Address
                  of Beneficial Owner
                
                Amount and Nature
                  of Beneficial Owner
                
                
                Percent of
                  Class (1)Common
      Stock
                
                Howard
      Teicher
                  29
      Sycamore Avenue
                  Freehold,
      New Jersey 07728
                
                
                23,875,000
                
                
                
                8.3
                %Common
      Stock
                
                Ronnie
      Adams
                  2303
      Regatta Circle
                  Norristown,
      PA 19401
                
                
                23,875,000
                
                
                
                8.3
                %Common
      Stock
                
                All
      executive officers and directors as a group
                
                
                47,750,000
                
                
                
                16.7
                %




Stock Option
Grants




We have
not granted any stock options to our executive officer since our incorporation.




ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE




On June
24, 2008, we issued 30,000,000 founder shares of common stock pursuant to the
exemption from registration set forth in section 4(2) of the Securities Act of
1933.




ITEM
      14.
            PRINCIPAL
      ACCOUNTING FEES AND SERVICES




Audit
Fees




For the
Company’s fiscal years ended June 30, 2010 and 2009, we were billed
approximately $13,500 and $5,000, respectively, for professional services
rendered for the audit and review of our financial statements.




Audit
Related Fees




There
were no fees for audit related services for the years ended June 30, 2010 and
2009.




Tax
Fees




For the
Company’s fiscal years ended June 30, 2010 and 2009, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.


35




All
Other Fees




The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended June 30, 2010 and
2009.




Effective
May 6, 2003, the SEC adopted rules that require that, before our auditor is
engaged by us to render any auditing or permitted non-audit related service, the
engagement be:




-approved
by our audit committee; or




-entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular  service,  the  audit committee is
informed of each service, and such policies and procedures do not include
delegation of the audit committee’s responsibilities to management.




We do not
have an audit committee.  Our entire board of directors pre-approves all
services provided by our independent auditors consistent with the SEC’s
rules.




The
pre-approval process was implemented in response to the new rules.  Our
board of directors does not have records of what percentage of the above fees
were pre-approved.  However, all of the above services and fees were
reviewed and approved by the entire board of directors either before or after
the respective services were rendered.




PART
IV




ITEM
      15.
            EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES




a)
Documents filed as part of this Annual Report




1.
Consolidated Financial Statements




2.
Financial Statement Schedules




3.
Exhibits




3.1*
            Amendment
      to the Articles of Incorporation Filed on September 24, 2009 with the
      Nevada Secretary of State31.1
            Rule
      13a-14(a)/ 15d-14(a) Certification of Chief Executive
    Officer31.2
            Rule
      13a-14(a)/ 15d-14(a) Certification of Chief Financial
    Officer32.1
            Section
      1350 Certification of Chief Executive Officer32.2
            Section
      1350 Certification of Chief Financial
Officer




*Filed as
Exhibit 3.1 to the Form 8-K filed on September 30, 2009 and incorporated herein
by reference.


36





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.




MEDICAL
      ALARM CONCEPTS HOLDING, INC.Date:
      November 10, 2010
              By:
              /s/ Howard TeicherHoward
      TeicherChief
      Executive Officer and Chairman of the Board(Principal
      Executive Officer)





Pursuant
to the requirements of 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.




Signature
                  
                  Capacity
                  
                  DateChief
      Executive Officer and Chairman of the Board
                  
                  November
      10, 2010/s/ Howard Teicher
                  
                  (Principal
      Executive Officer)Howard
      Teicher/s/ Ronnie Adams
                  
                  President
      and Chief Financial Officer
                  
                  November
      10, 2010Ronnie
      Adams
                  
                  (Principal
      Financial Officer)




37