HearAtLast Holdings, INC.

Transcription

1 QUARTERLY REPORT JUNE 30, 2013 HearAtLast Holdings, INC. TRADING SYMBOL: HRAL ALL INFORMATION CONTAINED IN THIS INFORMATION AND DISCLOSURE STATEMENT HAS BEEN COMPILED TO FULFILL THE REQUIREMENTS OF THE RULE 15C2 AS 11 PER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED AND HAS T BEEN REVIEWED OR FILED WITH THE NASD OR ANY OTHER REGULATORY BODY. 1) Name of the issuer and its predecessors (if any) The name of the Issuer is HearAtLast Holdings, Inc. The name of the predecessor company was 226 Music Group, Inc. On July 17, 2007 the name was changed to HearAtLast Holdings Inc. 2) Address of the issuer s principal executive offices Company Headquarters Address 1: Address 2: Burlington, ON Address 3: L7L 6W6 Phone: (855) info@hearatlastholdings.com Website(s): IR Contact Address 1: Address 2: Burlington, ON Address 3: L7L 6W6 Phone: (855) info@hearatlastholdings.com OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013) Page 1 of 7

2 Website(s): 3) Security Information Trading Symbol: HRAL Exact title and class of securities outstanding: Common stock CUSIP: Par or Stated Value: $0.001 Total shares authorized: 500,000,000 as of: June 30, 2013 Total shares outstanding: 494,758,981 as of: August 8, 2013 Additional class of securities: Trading Symbol: HRAL Exact title and class of securities outstanding: Preferred stock CUSIP: Par Value: $0.001 Total shares authorized: 20,000,000 as of: June 30, 2013 Preferred A voting shares, single class Stated Value: $5.00 Total Shares Outstanding: 1,080,856 as of: August 8, 2013 Preferred B voting shares, single class Stated Value: $10.00 Total Shares Outstanding: 390,000 as of: August 8, 2013 Preferred C voting shares, single class Stated Value: $10.00 Total Shares Outstanding: 60,000 as of: August 8, 2013 Transfer Agent Name: Securities Transfer Corporation Address 1: 2591 Dallas Parkway, Suite 102 Address 2: Frisco, TX Address 3: Phone: Is the Transfer Agent registered under the Exchange Act?* Yes: No: *To be included in the OTC Pink Current Information tier, the transfer agent must be registered under the Exchange Act. List any restrictions on the transfer of security: NE Describe any trading suspension orders issued by the SEC in the past 12 months. NE List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: NE 4) Issuance History February 10, 2012 OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013) Page 2 of 7

3 A. Debt Conversion into Equity Securities B. Debt Conversion completed in the Province of Ontario C. Number of Shares Converted from Debt: 185,000,000 Common shares issued for the Conversion of $185,000 USD debt from various creditors D. The Number of Shares issued in this Conversion: 185,000,000 Common Shares E. Price at which shares were issued to Debt Holders: $ F. Trading Status of the Shares: Free Trading December 5, 2011 A. Debt Conversion into Equity Securities B. Debt Conversion completed in the Province of Ontario C. Number of Shares Converted from Debt: 100,000,000 Common shares issued for the Conversion of $300,000 USD debt from Debt Holder Matthew Sacco D. The Number of Shares issued in this Conversion: 100,000,000 Common Shares E. Price at which shares were offered to Debt Holder: $0.003 F. Trading Status of the Shares: Restricted/Affiliate Shares G. Shares bear a Restriction Legend and have not been registered under the Securities Act. 5) Financial Statements Provide the financial statements described below for the most recent fiscal year end or quarter end to maintain qualification for the OTC Pink Current Information tier. For the initial disclosure statement (qualifying for Current Information for the first time) please provide reports for the two previous fiscal years and any interim periods. 1. Report To the Stockholders of HearAtLast Holdings Inc. 2. Consolidated Balance Sheets as at June 30, 2013 and March 31, Consolidated Statements of Operations and Comprehensive Loss for the periods ended June 30, 2013 and June 30, Consolidated Statements of Changes in Stockholders Deficiency for the period ended June 30, Consolidated Statements of Cash Flows for the periods ended June 30, 2013 and June 30, 2012 The financial statements requested pursuant to this item shall be prepared in accordance with US GAAP by persons with sufficient financial skills. You may either (i) attach/append the financial statements to this disclosure statement or (ii) post such financial statements through the OTC Disclosure & News Service as a separate report using the appropriate report name for the applicable period end. ( Annual Report, Quarterly Report or Interim Report ). If you choose to publish the financial reports separately as described in part (ii) above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the document(s) containing the required financial statements by indicating the document name, period end date, and the date that it was posted to otciq.com in the field below. Financial statements for the period ended June 30, 2013 were originally filed on August 8, 2013 and amended on August 16, 2013 and are incorporated herein by reference to such filing. Information contained in a Financial Report is considered current until the due date for the subsequent Financial Report. To remain in the OTC Pink Current Information tier, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of its fiscal quarter-end date. 6) Describe the Issuer s Business, Products and Services OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013) Page 3 of 7

4 Describe the issuer s business so a potential investor can clearly understand the company. In answering this item, please include the following: A. a description of the issuer s business operations; HearAtLast Holdings, Inc. is a hearing aid and instrument reseller and licensor. It s licensees operate stores that sell products and services to hearing impaired individuals and the general public. HearAtLast, through its subsidiary HearAtLast, Inc. provides its licensees throughout Canada with fast, affordable, high quality, one stop hearing service. Goods and services include hearing aids, Custom Hearing Protection, Assistive Listening Devices (ALDs), Communication Devices and hearing evaluations from a licensed dispenser or an audiologist. B. Date and State (or Jurisdiction) of Incorporation: 226 Music Group, Inc. was incorporated on May 12, 2004 in the State of Texas. On July 17, 2007 the name was changed to HearAtLast Holdings Inc. ( the Company ) and the Company was re-domiciled to become a Nevada corporation. C. the issuer s primary and secondary SIC Codes; Primary SIC code D. the issuer s fiscal year end date; March 31 E. principal products or services, and their markets; HearAtLast operates and licenses a number of hearing aid clinics that provide customers throughout Canada with fast, affordable, high quality, one stop hearing service. Goods and services include hearing aids, communication and assistive listening devices (ALDs), and certified hearing evaluations from a licensed dispenser or audiologist. EUROMAX AG LICENSEE On August 1, 2012 HearAtLast Holdings, Inc. signed a Licensing Agreement with EuroMax AG whereas EuroMax is in the business of developing hearing clinics in the North American Market. EuroMax s first development of hearing clinics is with the Apple Tree Medical Group. AppleTree Medical Group owns and operates medical clinics throughout Ontario. As March 31, 2013 there were 44 AppleTree Medical Clinics located in Ontario. EuroMax has a standing development agreement to open satellite hearing clinics within the AppleTree Medical Group clinic locations. These satellite clinics will be operated through a licensing agreement with HearAtLast. As of March 31, 2013 EuroMax has set up 15 satellite locations with AppleTree Medical Group. With the satellite operations, EuroMax has installed HearAtLast s Hearing Screen Test software owned and developed by HearAtLast. The patients of AppleTree are screened using HearAtLast s hearing screen test and if a deficiency is found in the patient s hearing, an audiologists is dispatched for a follow up visit to determine the level of hearing loss and type of hearing aid required. As of March 31, 2013 EuroMax has been working on setting up the remainder of the AppleTree Medical Clinics for satellite operations. It is expected that there will be over 50 HearAtLast satellite locations within the AppleTree Medical Clinic operation by calendar year end All locations can be found on the HearAtLast web site at under the link Locations. EuroMax AG also looks to expand their reach of operations throughout North America through licensing agreements with HearAtLast. HearAtLast is pursuing expansion of their brand through similar type of operations and agreements as with EuroMax AG. OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013) Page 4 of 7

5 7) Describe the Issuer s Facilities Pursuant to a lease, the Company s headquarters are located at, Burlington, Ontario L7L 6W6. This space is currently adequate for the Company s operations. 8) Officers, Directors, and Control Persons The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant shareholders. A. Names of Officers, Directors, and Control Persons. In responding to this item, please provide the names of each of the issuer s executive officers, directors, general partners and control persons (control persons are beneficial owners of more than five percent (5%) of any class of the issuer s equity securities), as of the date of this information statement. Matteo Sacco, President and Chief Executive Officer Pete Wanner, Chief Financial Officer Directors Matteo Sacco, President and Chief Executive Officer Beneficial owners of more than 5%: Common Stock 1. Matteo Sacco 22.33% Investment Ltd. 9.7% 3. Airam Capital, Inc. 9.1% 4. Limestone Nominees 8.1% 5. Day Family Trust 6.3% Series A Preferred Stock 1. Whirlwind Enterprises 28.22% 2. Matteo Sacco 22.35% 3. Peter Verbeek 13,14% 4. Roberto Alomar 8.36% Series B Preferred Stock 1. Roberto Alomar 100% Series C Preferred Stock 1. Roberto Alomar 100% B. Legal/Disciplinary History. Please identify whether any of the foregoing persons have, in the last five years, been the subject of: 1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses); OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013) Page 5 of 7

6 2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person s involvement in any type of business, securities, commodities, or banking activities; 3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or 4. The entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise limited such person s involvement in any type of business or securities activities. C. Beneficial Shareholders. Provide a list of the name, address and shareholdings or the percentage of shares owned by all persons beneficially owning more than ten percent (10%) of any class of the issuer s equity securities. If any of the beneficial shareholders are corporate shareholders, provide the name and address of the person(s) owning or controlling such corporate shareholders and the resident agents of the corporate shareholders. Name Address Shareholdings % Holdings Matteo Sacco 111,650,000 Common Shares 22.33% 241,586 Series A Preferred Shares 22.35% Whirlwind Enterprises 152 Seymour Dr. Akwesasane, ON K6H 5R7 Sole Owner: Edward Roundpoint Resident Agent: Edward Roundpoint 305,000 Series A Preferred Shares 28.22% Peter Verbeek 142,000 Series A Preferred Shares 13.14% Roberto Alomar 390,000 Series B Preferred Shares 100% Roberto Alomar 60,000 Series C Preferred Shares 100% 9) Third Party Providers Please provide the name, address, telephone number, and address of each of the following outside providers that advise your company on matters relating to operations, business development and disclosure: Legal Counsel Name: Rowland Day OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013) Page 6 of 7

7 Firm: Rowland W Day II, Attorney Address 1: 1 Hampshire Court Address 2: Newport Beach CA, Phone: rday@rdaylaw.com Accountant or Auditor Name: Gerry Goldberg Firm: Schwartz, Levitsky, Feldman LLP Address 1: 2300 Yonge Street Address 2: Suite 1500 Phone: Gerry.goldberg@slf.ca Other Advisor: Any other advisor(s) that assisted, advised, prepared or provided information with respect to this disclosure statement. None. 10) Issuer Certification The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles, but having the same responsibilities). The certifications shall follow the format below: I, Matteo Sacco certify that: 1. I have reviewed this quarterly disclosure statement of HearAtLast Holdings, Inc.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. August 15, 2013 [Date] /s/ Matteo Sacco [CEO s Signature] /s/ Peter Wanner [CFO s Signature] (Digital Signatures should appear as /s/ [OFFICER NAME] ) OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013) Page 7 of 7